{"annotation_id":"f983db7e-918d-4022-b928-d001e93d1406","file_hash":"4aaffd4a73c36b49de818ae72683f85c142edfeacdd6bb1f497dee4a8a59ce0f","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"6a215b5b-76df-4218-bdb9-09bffd6cc231","block_type":"box","text":"iShares Trust","page_number":1,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"7ffe4f21-e854-4676-99b5-91f0d8139a81","block_type":"box","text":"Supplement dated October 23, 2026","page_number":1,"box":{"x":367,"y":92,"width":269,"height":13}},{"id":"c0a8d43e-aa25-4859-9624-826b3161b28d","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and","page_number":1,"box":{"x":270,"y":108,"width":463,"height":13}},{"id":"b3844418-c5d0-4d26-b078-58fb8c59e3fe","block_type":"box","text":"Statement of Additional Information for the","page_number":1,"box":{"x":342,"y":123,"width":320,"height":10}},{"id":"733b04f9-77a2-486c-9df9-0481894406cb","block_type":"box","text":"iShares Semiconductor ETF (SOXX) (the “Fund”)","page_number":1,"box":{"x":323,"y":139,"width":358,"height":13}},{"id":"90247eed-9cf8-492b-8ff7-e62b92317eb2","block_type":"box","text":"As previously announced, the Board of Trustees approved a three-for-one forward stock split of the","page_number":1,"box":{"x":116,"y":162,"width":726,"height":13}},{"id":"e1c7dc1e-c1d3-4ec0-b7f6-4f5eed70dcd8","block_type":"box","text":"Fund’s shares. The record date for the split will be November 3, 2026, the distribution date will be","page_number":1,"box":{"x":117,"y":178,"width":709,"height":12}},{"id":"8cabf871-0427-493b-8419-7cb0e985e670","block_type":"box","text":"November 4, 2026, and the forward split will be recognized at the commencement of trading on The","page_number":1,"box":{"x":117,"y":193,"width":732,"height":13}},{"id":"559c2bde-d5f1-4145-9cd7-58b98658cd12","block_type":"box","text":"Nasdaq Stock Market LLC on November 5, 2026 (the ex-dividend date).","page_number":1,"box":{"x":117,"y":209,"width":522,"height":12}},{"id":"d8d4b69c-4bd0-4ec5-9cc0-0df24163297c","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":232,"width":521,"height":13}},{"id":"d3e82438-3501-4a63-8cd5-aefabe7ee38a","block_type":"box","text":"iShares","page_number":1,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"04d9ead3-df8e-488e-98ca-20a9c6a2b65f","block_type":"box","text":"®","page_number":1,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"c7bffaf8-437b-472a-9669-890b3ad6d72f","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":"426f760f-1d19-45f5-adc6-640e41b590d2","block_type":"box","text":"IS-A-FSA-1026","page_number":1,"box":{"x":796,"y":887,"width":87,"height":8}},{"id":"4a7a4c45-f349-4f9c-bb43-1e5de83a3ad4","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":1,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"b60f04c5-43f4-4fe3-82a8-09633d4e192d","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":1,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"0262079e-d8ec-4525-940b-44c127c649f4","block_type":"box","text":"iShares Trust","page_number":2,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"a4541414-4322-4525-8854-bf2776e7d512","block_type":"box","text":"Supplement dated October 5, 2026","page_number":2,"box":{"x":367,"y":85,"width":269,"height":12}},{"id":"74ccbfaf-1f58-4603-9d85-60b027cbb2de","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus,","page_number":2,"box":{"x":273,"y":100,"width":456,"height":13}},{"id":"f26d17f4-2bf2-48c6-acfa-3c86cc677b35","block_type":"box","text":"and Statement of Additional Information (the “SAI”)","page_number":2,"box":{"x":302,"y":116,"width":400,"height":12}},{"id":"746ef72e-0349-4d73-b3bc-05b0ce5160cb","block_type":"box","text":"for the iShares MSCI EAFE Growth ETF (EFG), iShares MSCI EAFE Value ETF (EFV), iShares MSCI USA","page_number":2,"box":{"x":123,"y":131,"width":757,"height":13}},{"id":"69490575-2265-4f94-be8c-5313e80c5c02","block_type":"box","text":"Momentum Factor ETF (MTUM), iShares MSCI USA Quality Factor ETF (QUAL) and iShares U.S.","page_number":2,"box":{"x":144,"y":147,"width":716,"height":12}},{"id":"7761ff39-c7c6-4765-b5d6-a57cb1a6668d","block_type":"box","text":"Aerospace & Defense ETF (ITA) (each, a “Fund”)","page_number":2,"box":{"x":316,"y":162,"width":370,"height":13}},{"id":"0e6b40e7-9af9-4590-a7a4-49fd9adea9d5","block_type":"box","text":"The Board of Trustees of iShares Trust has authorized a forward stock split for each Fund at the ratio set","page_number":2,"box":{"x":116,"y":185,"width":760,"height":13}},{"id":"c23f44a9-c6b9-4de8-b785-7c4d60e152c1","block_type":"box","text":"out below. The Creation Unit size for each Fund will remain unchanged, as set out below.","page_number":2,"box":{"x":116,"y":201,"width":649,"height":13}},{"id":"104284aa-e4fe-489f-bb49-01659c998d71","block_type":"box","text":"Fund Name Ticker","page_number":2,"box":{"x":321,"y":228,"width":350,"height":10}},{"id":"23f7d605-7574-4ccc-86e1-884c7dd00ee7","block_type":"box","text":"Forward","page_number":2,"box":{"x":692,"y":222,"width":67,"height":10}},{"id":"8c003724-0c3d-4b85-b08f-5bbdbc604879","block_type":"box","text":"Split Ratio","page_number":2,"box":{"x":684,"y":235,"width":82,"height":12}},{"id":"a2a6b81b-20be-4430-8ecd-8c5844b686a1","block_type":"box","text":"Shares Per","page_number":2,"box":{"x":786,"y":222,"width":84,"height":10}},{"id":"75e2ae38-6a04-4470-8725-24937b371038","block_type":"box","text":"Creation Unit","page_number":2,"box":{"x":776,"y":235,"width":104,"height":9}},{"id":"9bf4d803-f664-46c5-87b7-25ae18d25349","block_type":"box","text":"iShares MSCI EAFE Growth ETF EFG 3:1 400,000","page_number":2,"box":{"x":123,"y":255,"width":737,"height":12}},{"id":"40e6fbf5-e97c-412f-89a6-4894fa55e807","block_type":"box","text":"iShares MSCI EAFE Value ETF EFV 2:1 400,000","page_number":2,"box":{"x":123,"y":278,"width":737,"height":12}},{"id":"fa46c791-5770-4a1c-be73-9fbec8149d14","block_type":"box","text":"iShares MSCI USA Momentum Factor ETF MTUM 4:1 50,000","page_number":2,"box":{"x":123,"y":302,"width":733,"height":11}},{"id":"26561b2a-572e-4b73-8c70-08de3a0ff2a2","block_type":"box","text":"iShares MSCI USA Quality Factor ETF QUAL 4:1 50,000","page_number":2,"box":{"x":123,"y":325,"width":733,"height":13}},{"id":"652d18b7-c3e0-41fc-b154-5f061b69d254","block_type":"box","text":"iShares U.S. Aerospace & Defense ETF ITA 3:1 50,000","page_number":2,"box":{"x":123,"y":348,"width":733,"height":13}},{"id":"4b0a52ea-5fb4-4a46-bfdc-c558487c6c20","block_type":"box","text":"The record date for the forward stock split will be November 3, 2026 and the stock split will be payable","page_number":2,"box":{"x":116,"y":379,"width":749,"height":13}},{"id":"d1a5f260-cd44-4f00-aa05-c8b500b2c1ee","block_type":"box","text":"after the close of trading on November 4, 2026, the payable date. 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following:","page_number":7,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"0c68559e-8e19-4003-aff4-24480d3b0be9","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":7,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"080fbada-e582-4d99-8089-c11079925be1","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":7,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"934acff2-e14b-4eea-b085-45bd871d1068","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":7,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"ad21e9f5-b39b-4f9f-b6db-44b4804633ce","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":7,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"7f1432f6-8b40-4ceb-838c-e4648c3013bb","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":7,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"93615051-108b-4945-bdfc-29ef94a5885e","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":7,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"fffb0d47-7465-4e07-bd75-5a7d30c777a8","block_type":"box","text":"payments. 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The addition takes place at its security-level float-adjusted market","page_number":8,"box":{"x":150,"y":412,"width":734,"height":13}},{"id":"3947fef6-4f48-4711-9a73-5002cf48169e","block_type":"box","text":"capitalization as of the announcement date of the ch","page_number":8,"box":{"x":150,"y":427,"width":372,"height":13}},{"id":"b59af589-cb8b-430d-abd9-3b20190584d6","block_type":"box","text":"anges, with no additional capping rules applied. 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The Underlying Index incorporates a “Fast Entry” rule to allow for the expedited inclusion","page_number":8,"box":{"x":226,"y":498,"width":657,"height":13}},{"id":"33c6a53a-a3c4-4c33-8467-7bbfa30efd05","block_type":"box","text":"of qualifying newly listed securities, such as IPOs, direct listings, spin-offs, or transfers from an","page_number":8,"box":{"x":150,"y":513,"width":688,"height":12}},{"id":"5bd8b5db-3eeb-4332-8673-85362547f5d1","block_type":"box","text":"ex-U.S. exchange or OTC market, between annual reconstitutions. 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The constituent weight cap and ADR weight cap apply only","page_number":8,"box":{"x":150,"y":679,"width":697,"height":13}},{"id":"7c9534b9-936f-470a-b199-185ae7013bd0","block_type":"box","text":"until the next reconstitution or rebalance date, as applicable.","page_number":8,"box":{"x":150,"y":694,"width":437,"height":13}},{"id":"b69864fc-7251-477a-86b8-b984b57bf81a","block_type":"box","text":"Fast Entry additions that take place in the annual","page_number":8,"box":{"x":151,"y":715,"width":335,"height":13}},{"id":"a9d9b349-f04d-4e88-a9a6-6214572764d2","block_type":"box","text":"reconstitution and rebalance months are handled in","page_number":8,"box":{"x":491,"y":715,"width":358,"height":10}},{"id":"8a0fe207-dad6-469d-a3b3-908b4a016b7c","block_type":"box","text":"accordance with the Fast Entry timeline except when the","page_number":8,"box":{"x":150,"y":729,"width":393,"height":13}},{"id":"9c062d9e-f6c5-455d-9248-374ff9b13a83","block_type":"box","text":"Fast Entry Effective Date falls on or between the","page_number":8,"box":{"x":548,"y":729,"width":329,"height":13}},{"id":"214e8942-e974-483c-84c3-69fa248a9ae9","block_type":"box","text":"announcement date and the first index business day","page_number":8,"box":{"x":150,"y":744,"width":363,"height":13}},{"id":"567932c5-d934-42c4-85a7-12638ae432d9","block_type":"box","text":"following the effective date of the regularly","page_number":8,"box":{"x":517,"y":744,"width":296,"height":13}},{"id":"c7b11363-96ed-49ce-80a2-240df57c4a64","block_type":"box","text":"scheduled annual reconstitution or rebalance. In","page_number":8,"box":{"x":150,"y":759,"width":333,"height":10}},{"id":"507b7541-7c91-4dc8-afbd-9ae11b0deb36","block_type":"box","text":"those cases, the respective newly listed Fast Entry","page_number":8,"box":{"x":488,"y":759,"width":343,"height":12}},{"id":"bce05268-67c0-4050-8254-d64b15428dbf","block_type":"box","text":"security is instead included in that current annual re","page_number":8,"box":{"x":150,"y":773,"width":357,"height":13}},{"id":"1f74c536-6b7a-486e-ab5e-676d09eec2da","block_type":"box","text":"constitution or rebalance at its security-level float","page_number":8,"box":{"x":508,"y":773,"width":347,"height":13}},{"id":"f6553b4f-e977-4801-87d5-013482b44ad1","block_type":"box","text":"adjusted market capitalization. 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In all cases, conditions with","page_number":13,"box":{"x":59,"y":505,"width":836,"height":12}},{"id":"26717d0d-1239-4dab-8f4c-3d374d62e690","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":520,"width":873,"height":12}},{"id":"db5c48b8-65f5-470f-ba6f-dd032b0b136d","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":13,"box":{"x":60,"y":535,"width":651,"height":13}},{"id":"91235187-7a57-42e3-afe1-6150a0d0ae51","block_type":"box","text":"Exchange Listing and Trading","page_number":13,"box":{"x":62,"y":566,"width":491,"height":30}},{"id":"398c20f5-ce33-4f4c-a999-75741d71f391","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in each Fund is contained in the","page_number":13,"box":{"x":59,"y":607,"width":813,"height":12}},{"id":"4dd3eae5-0a9c-4ae0-ac9e-a1b2b3af69cf","block_type":"box","text":"Shareholder Information","page_number":13,"box":{"x":58,"y":622,"width":171,"height":11}},{"id":"c1fccdb4-97d4-4fb1-9ad3-650bc427de9b","block_type":"box","text":"section of each Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":13,"box":{"x":234,"y":622,"width":652,"height":13}},{"id":"afb1c17c-4384-439a-b18e-4c2739be1814","block_type":"box","text":"conjunction with, that section of the applicable Prospectus.","page_number":13,"box":{"x":59,"y":637,"width":415,"height":13}},{"id":"3a90089f-fa60-46e4-ab28-8a2a61fb365f","block_type":"box","text":"Shares of each Fund are listed for trading, and trade throughout the day, on the applicable Listing Exchange and in other","page_number":13,"box":{"x":59,"y":664,"width":842,"height":12}},{"id":"40722813-4bfe-4350-9c59-a56f47fa821f","block_type":"box","text":"secondary markets. Shares of certain Funds may also be listed on certain non-U.S. exchanges. There can be no assurance","page_number":13,"box":{"x":59,"y":679,"width":850,"height":12}},{"id":"d4252ae0-2c3e-4899-951d-c0eb853c217b","block_type":"box","text":"that the requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met.","page_number":13,"box":{"x":59,"y":694,"width":876,"height":12}},{"id":"e896284f-b2ad-469c-8547-839a184b4ad2","block_type":"box","text":"The Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i)","page_number":13,"box":{"x":59,"y":709,"width":810,"height":12}},{"id":"962fc1f2-f8c7-44d1-83b9-4de2d05b992d","block_type":"box","text":"following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50","page_number":13,"box":{"x":59,"y":724,"width":871,"height":13}},{"id":"80037941-8f47-4428-89e9-b6cff8d22302","block_type":"box","text":"record and/or beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11","page_number":13,"box":{"x":60,"y":739,"width":830,"height":13}},{"id":"cac05dbc-61f0-48de-990b-149d5b7e8613","block_type":"box","text":"under the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any","page_number":13,"box":{"x":60,"y":754,"width":852,"height":13}},{"id":"bec869c3-de9c-4b5f-8638-100659a8027b","block_type":"box","text":"event 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":770,"width":854,"height":12}},{"id":"c69efeb9-3c1a-40e9-8ed7-3aa62a1c1b93","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of","page_number":13,"box":{"x":60,"y":785,"width":859,"height":12}},{"id":"684a27fe-e92b-4fa6-9e4c-5f0a8f3af879","block_type":"box","text":"the Fund.","page_number":13,"box":{"x":59,"y":800,"width":65,"height":10}},{"id":"b4ae66ab-57ba-4738-aa72-5a3115514a62","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a","page_number":13,"box":{"x":59,"y":826,"width":852,"height":13}},{"id":"a512000d-8658-4c23-9a07-e47d27dd9e89","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":13,"box":{"x":60,"y":841,"width":524,"height":13}},{"id":"912ce64d-253d-484c-934e-15529a5c7a0a","block_type":"box","text":"1","page_number":13,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"2d010b4e-0034-4b99-b589-4df001b4f4e8","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":14,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"e590f8eb-4f15-44ea-bde8-75ce2846a037","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":"c9c3722b-3b99-41dd-a00f-1a7e6c5e7815","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":14,"box":{"x":59,"y":97,"width":477,"height":12}},{"id":"ea5921b3-a331-47e3-90c7-1086ec7e04f5","block_type":"box","text":"Investment Strategies and Risks","page_number":14,"box":{"x":62,"y":128,"width":531,"height":29}},{"id":"8742f4d5-7d7f-49f0-82f5-5b0273ecb21f","block_type":"box","text":"Each Fund seeks to achieve its objective by investing primarily in securities issued by issuers that compose its relevant","page_number":14,"box":{"x":60,"y":169,"width":823,"height":12}},{"id":"1a9c8f9c-c7b8-401e-90d8-2308404aa323","block_type":"box","text":"Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying Index. Each","page_number":14,"box":{"x":60,"y":184,"width":853,"height":12}},{"id":"522972fd-1e82-4765-b543-b5062dae3e0b","block_type":"box","text":"Fund operates as an index fund and is not actively managed. Adverse performance of a security in a Fund’s portfolio will","page_number":14,"box":{"x":60,"y":199,"width":841,"height":12}},{"id":"f59282d2-6ad1-4bce-9a22-20ca7e5aca3e","block_type":"box","text":"ordinarily not result in the elimination of the security from the Fund’s portfolio.","page_number":14,"box":{"x":59,"y":214,"width":550,"height":12}},{"id":"c31ca2b1-81fa-4105-b7fa-b4ece0643e51","block_type":"box","text":"Each Fund engages in representative sampling, which is investing in a sample of securities selected by BFA to have a","page_number":14,"box":{"x":60,"y":240,"width":811,"height":13}},{"id":"9a49972c-fc81-47b4-9e73-d0df172ca8ae","block_type":"box","text":"collective investment profile similar to that of the Fund’s Underlying Index. Securities selected have aggregate investment","page_number":14,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"12560bf7-b84d-4747-b3c6-ff67194be9a4","block_type":"box","text":"characteristics (based on market capitalization and industry weightings), fundamental characteristics (such as return","page_number":14,"box":{"x":59,"y":271,"width":819,"height":12}},{"id":"42e793fc-fc43-4c05-84fa-7db55265b9e2","block_type":"box","text":"variability, earnings valuation and yield) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that","page_number":14,"box":{"x":59,"y":286,"width":859,"height":12}},{"id":"3a9a0c18-551b-4fdb-8cc4-6ebc5187d2c9","block_type":"box","text":"uses representative sampling generally does not hold all of the securities that are in its underlying index.","page_number":14,"box":{"x":60,"y":301,"width":727,"height":12}},{"id":"7e76b250-fa1d-4ee1-9727-99f52ac389bb","block_type":"box","text":"Although the Funds do not seek leveraged returns, certain instruments used by the Funds may have a leveraging effect as","page_number":14,"box":{"x":59,"y":327,"width":851,"height":13}},{"id":"2cc83292-7edc-4831-a980-e571e16c75c1","block_type":"box","text":"described below.","page_number":14,"box":{"x":59,"y":343,"width":116,"height":9}},{"id":"128f43d7-92d3-406e-8aeb-203356f83f37","block_type":"box","text":"Borrowing.","page_number":14,"box":{"x":60,"y":370,"width":78,"height":11}},{"id":"591b3ecf-e1de-44a8-be4e-50284c910da5","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":14,"box":{"x":147,"y":369,"width":776,"height":12}},{"id":"954e35e8-118d-451a-9b07-f743143554fe","block_type":"box","text":"or to facilitate the settlement of securities or other transactions. The iShares JPX-Nikkei 400 ETF, along with certain other","page_number":14,"box":{"x":59,"y":384,"width":845,"height":12}},{"id":"4df70ce2-21f7-41c0-9da8-cd2a4a0d9254","block_type":"box","text":"iShares funds, has entered into a syndicated line of credit with the Bank of New York Mellon (“BNY”), which serves as","page_number":14,"box":{"x":60,"y":399,"width":818,"height":13}},{"id":"54ad8a9d-efc0-4976-8bf3-36b7a90d14b5","block_type":"box","text":"administrative agent for itself and the other banks. The syndicated line of credit may be used for temporary or emergency","page_number":14,"box":{"x":59,"y":414,"width":851,"height":13}},{"id":"bb5dbbf7-3aec-45d9-85a1-3b0ba68fe152","block_type":"box","text":"purposes, including redemption, settlement of trades and rebalancing of portfolio holdings.","page_number":14,"box":{"x":59,"y":429,"width":639,"height":13}},{"id":"6c882329-a3d4-4f9c-8c56-2bf500f7bd61","block_type":"box","text":"Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing Rate (“SOFR”) published","page_number":14,"box":{"x":60,"y":456,"width":864,"height":12}},{"id":"318899a9-a4b7-46b7-9ba6-2e9544e7b606","block_type":"box","text":"by the Federal Reserve Bank of New York plus a spread. Pursuant to the terms of the credit agreement, if SOFR were to cease","page_number":14,"box":{"x":60,"y":471,"width":870,"height":12}},{"id":"1519dc38-4aea-43b8-bac9-a5d3ead7703e","block_type":"box","text":"being published or representative, it would be replaced by a rate based on an alternate benchmark selected by BNY.","page_number":14,"box":{"x":60,"y":486,"width":805,"height":12}},{"id":"1c88da71-8f67-4b5a-a9f1-d576ed82433b","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging a Fund. The incurrence of","page_number":14,"box":{"x":59,"y":513,"width":846,"height":12}},{"id":"310407d7-0a85-4fc7-9b6c-d1e14935b98d","block_type":"box","text":"leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":14,"box":{"x":60,"y":528,"width":852,"height":12}},{"id":"31e0adf6-4eae-4e10-a84d-3f81bf690885","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":14,"box":{"x":60,"y":543,"width":870,"height":12}},{"id":"de901d83-2331-41d0-94b2-8f726eed2512","block_type":"box","text":"NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings may exceed the","page_number":14,"box":{"x":60,"y":558,"width":873,"height":12}},{"id":"6094e146-05fe-45a6-af32-bf9439890a7d","block_type":"box","text":"income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":14,"box":{"x":60,"y":573,"width":826,"height":12}},{"id":"5a7ccc18-f196-4bb2-807a-ec587163dda9","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to a Fund’s","page_number":14,"box":{"x":59,"y":588,"width":872,"height":13}},{"id":"5aa1b91c-4a91-4ab5-b3be-771b20283f5e","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":14,"box":{"x":59,"y":603,"width":382,"height":13}},{"id":"5236822d-8288-4235-8e59-d8ce383cd603","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in a Fund being subject to covenants in","page_number":14,"box":{"x":59,"y":630,"width":835,"height":12}},{"id":"544fcc61-01ab-471c-8118-60a62b870dfe","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":14,"box":{"x":59,"y":645,"width":874,"height":12}},{"id":"07734f3c-1a3d-49c6-bd9f-fb2ce738bdc0","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with a Fund’s","page_number":14,"box":{"x":59,"y":660,"width":800,"height":12}},{"id":"8d821f70-064e-4b40-9171-071af5fef9b6","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":14,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"9a1e0421-f492-4f30-8d41-7fe1a4e8d025","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":14,"box":{"x":60,"y":690,"width":856,"height":13}},{"id":"f9b1c766-50f7-435a-bdba-82a76764251e","block_type":"box","text":"may be disadvantageous to do so.","page_number":14,"box":{"x":60,"y":705,"width":237,"height":13}},{"id":"6bfdde35-05d6-48e4-8a6a-2edffc966609","block_type":"box","text":"Currency Transactions.","page_number":14,"box":{"x":59,"y":732,"width":167,"height":12}},{"id":"8bb9de75-3802-49ae-a251-02a88a285ce9","block_type":"box","text":"A currency forward contract is an over-the-counter (“OTC”) obligation to purchase or sell a specific","page_number":14,"box":{"x":234,"y":732,"width":697,"height":12}},{"id":"25edee78-334c-49c3-b0f3-51708b709312","block_type":"box","text":"currency at a future date, which may be any fixed number of days greater than two days from the date on which the contract","page_number":14,"box":{"x":59,"y":747,"width":877,"height":12}},{"id":"05354b41-7738-4d7c-b659-5267474988c5","block_type":"box","text":"is agreed upon by the parties, at a price set at the time of the contract. A non-deliverable currency forward is an OTC","page_number":14,"box":{"x":60,"y":762,"width":814,"height":12}},{"id":"b2f00497-83ba-4406-82a0-cd1fab320977","block_type":"box","text":"currency forward settled in a specified currency, on a specified date, based on the difference between the agreed-upon","page_number":14,"box":{"x":59,"y":777,"width":829,"height":13}},{"id":"8b43d97e-0e06-4000-b321-23f3a4663662","block_type":"box","text":"exchange rate and the market exchange rate. A currency futures contract is a contract that trades on an organized futures","page_number":14,"box":{"x":59,"y":792,"width":854,"height":13}},{"id":"249ddb6e-1dd9-417c-89d3-9d1304a369c1","block_type":"box","text":"exchange involving an obligation to deliver or acquire a specified amount of a specific currency, at a specified price and at a","page_number":14,"box":{"x":59,"y":807,"width":863,"height":13}},{"id":"2c9783ff-6996-47fa-87f2-2dcb787ccec0","block_type":"box","text":"specified future time. Currency futures contracts may be settled on a net cash payment basis rather than by the sale and","page_number":14,"box":{"x":59,"y":823,"width":841,"height":12}},{"id":"a3a98103-7403-4e39-9587-d474d8ce33b2","block_type":"box","text":"delivery of the underlying currency. Certain of the Funds do not expect to engage in currency transactions for the purpose of","page_number":14,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"5105b978-df49-4b31-aeb2-c23eb9b1b06b","block_type":"box","text":"hedging against declines in the value of the Funds’ assets that are denominated in a non-U.S. currency. A Fund may enter","page_number":14,"box":{"x":60,"y":853,"width":849,"height":12}},{"id":"06a7fb5f-6da2-49cf-8d51-7b69ff7096d9","block_type":"box","text":"2","page_number":14,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"f0e76557-7e6e-4aa4-bc67-2f884dde4489","block_type":"box","text":"into non-U.S. currency forwards, non-deliverable currency forwards and non-U.S. currency futures transactions to facilitate","page_number":15,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"cebd081f-dc6f-4c51-90c4-5efdbd0d0400","block_type":"box","text":"local securities settlements or to protect against currency exposure in connection with its distributions to shareholders, but","page_number":15,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"e3b9fef9-7250-4e41-8812-d3578759dad8","block_type":"box","text":"may not enter into such contracts for speculative purposes.","page_number":15,"box":{"x":60,"y":97,"width":415,"height":12}},{"id":"a8544a8b-1a0a-41f4-81c4-86fe4c89274f","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":15,"box":{"x":60,"y":123,"width":878,"height":13}},{"id":"94d161b4-e251-475f-8d0b-9c45ef9e7b2f","block_type":"box","text":"effected may be highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":15,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"a32c054e-ad90-45ea-9949-089b58d07b17","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. Foreign exchange trading risks","page_number":15,"box":{"x":59,"y":154,"width":843,"height":12}},{"id":"4bd75e0f-41f5-40e9-99af-8fed0064006f","block_type":"box","text":"include, but are not limited to, exchange rate risk, counterparty risk, maturity gap, interest rate risk, and potential interference","page_number":15,"box":{"x":60,"y":169,"width":877,"height":12}},{"id":"386c7440-c994-4867-be31-662ad314bf91","block_type":"box","text":"by foreign governments through regulation of local exchange markets, foreign investment or particular transactions in non","page_number":15,"box":{"x":60,"y":184,"width":864,"height":12}},{"id":"9b59da33-59e3-49f7-9e09-97cef2a1bd1b","block_type":"box","text":"U.S. currency. If BFA utilizes foreign exchange transactions at an inappropriate time or judges market conditions, trends or","page_number":15,"box":{"x":60,"y":199,"width":852,"height":12}},{"id":"555c5dfd-05d4-47d4-88d9-1d9b74f64b14","block_type":"box","text":"correlations incorrectly, foreign exchange transactions may not serve their intended purpose of improving the correlation of a","page_number":15,"box":{"x":59,"y":214,"width":877,"height":12}},{"id":"beda9679-bc28-4875-9270-3879a7cbb778","block_type":"box","text":"Fund’s return with the performance of its Underlying Index and may lower the Fund’s return. A Fund could experience losses","page_number":15,"box":{"x":60,"y":229,"width":872,"height":12}},{"id":"8641f1b4-4449-47c0-9041-204d1d574dc3","block_type":"box","text":"if the value of its currency forwards, options or futures positions were poorly correlated with its other investments or if it","page_number":15,"box":{"x":60,"y":244,"width":841,"height":13}},{"id":"e29aa73e-fc9b-4699-8bd1-15c483e198d0","block_type":"box","text":"could not close out its positions because of an illiquid market or otherwise. In addition, a Fund could incur transaction costs,","page_number":15,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"21a351e2-746e-4efc-8f6d-5142e2d1444e","block_type":"box","text":"including trading commissions, in connection with certain non-U.S. currency transactions.","page_number":15,"box":{"x":60,"y":274,"width":631,"height":13}},{"id":"4befd107-b239-4177-b255-3c6a4258a4e8","block_type":"box","text":"Diversification Status.","page_number":15,"box":{"x":60,"y":301,"width":155,"height":10}},{"id":"fc370f3b-cdbe-478d-a4db-92d6c084c906","block_type":"box","text":"The following table sets forth the diversification status of each Fund:","page_number":15,"box":{"x":224,"y":301,"width":480,"height":12}},{"id":"128ce207-90aa-4177-b69e-c0cbf721c9f4","block_type":"box","text":"Diversified Funds Non-Diversified Funds","page_number":15,"box":{"x":60,"y":331,"width":528,"height":7}},{"id":"18a2966a-edb7-4141-b472-3adf80f0015e","block_type":"box","text":"iShares Core S&P Mid-Cap ETF 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th","page_number":16,"box":{"x":103,"y":336,"width":805,"height":9}},{"id":"2b5b941f-166e-4eb6-80bf-4fca2d309efb","block_type":"box","text":"eir","page_number":16,"box":{"x":909,"y":336,"width":14,"height":7}},{"id":"e505473a-9998-4962-a381-20dbd24b8aa1","block_type":"box","text":"assets in components of each Underlying Index in approximately the same proportion as each component’s weighting in the Underlying Index. This","page_number":16,"box":{"x":103,"y":348,"width":827,"height":10}},{"id":"0c14ec86-3a62-40da-9a18-4ed7dfd1d65a","block_type":"box","text":"diversification policy may limit the Fund’s ability to use representative sampling. The iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&","page_number":16,"box":{"x":103,"y":361,"width":823,"height":10}},{"id":"a0f39e31-53ee-4b79-bcff-45670f4d85e7","block_type":"box","text":"P","page_number":16,"box":{"x":928,"y":361,"width":6,"height":7}},{"id":"3f53724f-6526-41bd-8bab-44fa426b38a1","block_type":"box","text":"U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell 1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell","page_number":16,"box":{"x":103,"y":373,"width":818,"height":10}},{"id":"1e6f21e9-d51b-41f9-a39b-3242f960b66e","block_type":"box","text":"Top 200 Growth ETF, iShares S&P 100 ETF and iShares S&P 500 Growth ETF may become non-diversified, as defined in the 1940 Act, solely as a","page_number":16,"box":{"x":103,"y":386,"width":805,"height":10}},{"id":"2c0f1053-f18f-4f19-b685-8977057131fd","block_type":"box","text":"result of a change in relative market capitalization or index weighting of one or more components of their Underlying Indexes. Shareholder approval","page_number":16,"box":{"x":103,"y":399,"width":827,"height":9}},{"id":"7fb663f9-c509-4a13-a9b6-b667a9c5d359","block_type":"box","text":"will not be sought if the iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell","page_number":16,"box":{"x":103,"y":411,"width":817,"height":10}},{"id":"3fae853d-3edc-4015-9b4f-690d807deada","block_type":"box","text":"1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares S&P 100 ETF and iShares S&P","page_number":16,"box":{"x":104,"y":424,"width":824,"height":10}},{"id":"3da42e19-25f4-4a34-bc82-cd4dbf30bf1d","block_type":"box","text":"500 Growth ETF crosses from diversified to non-diversified status due solely to a change in its relative market capitalization or index weighting of","page_number":16,"box":{"x":103,"y":436,"width":814,"height":10}},{"id":"bf020e4c-d6a5-4e4e-9485-bf200d75a194","block_type":"box","text":"one or more components of its Underlying Index. The Funds disclose their portfolio holdings and weightings at www.iShares.com.","page_number":16,"box":{"x":103,"y":449,"width":729,"height":10}},{"id":"44269513-7424-48ff-b235-f4b9891e6d96","block_type":"box","text":"A fund classified as “diversified” under the 1940 Act may not purchase securities of an issuer (other than (i) obligations","page_number":16,"box":{"x":59,"y":472,"width":835,"height":13}},{"id":"cd94b9bf-a263-4f53-8fd5-22d682f5e072","block_type":"box","text":"issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment","page_number":16,"box":{"x":60,"y":487,"width":812,"height":13}},{"id":"31a197f2-0b7f-4be5-8d3e-5d90cd96d625","block_type":"box","text":"companies) if, with respect to 75% of its total assets, (a) more than 5% of the fund’s total assets would be invested in","page_number":16,"box":{"x":59,"y":503,"width":823,"height":12}},{"id":"ebc599c0-c5cf-4bdc-8fbf-6c066bb2aa7f","block_type":"box","text":"securities of that issuer or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer. With","page_number":16,"box":{"x":59,"y":518,"width":854,"height":12}},{"id":"d9baf532-9ad7-4746-906a-dc2cff0ca9f3","block_type":"box","text":"respect to the remaining 25% of its total assets, the fund may invest more than 5% of its assets in one issuer. Under the 1940","page_number":16,"box":{"x":60,"y":533,"width":876,"height":12}},{"id":"8176133e-0e06-44fd-afba-36f43d3665f1","block_type":"box","text":"Act, a fund cannot change its classification from diversified to non-diversified without shareholder approval. However, while","page_number":16,"box":{"x":59,"y":548,"width":867,"height":12}},{"id":"64472f51-dc24-4ad6-94e1-ebd6183650f1","block_type":"box","text":"the iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell","page_number":16,"box":{"x":59,"y":563,"width":878,"height":11}},{"id":"1f6118c1-04c1-4d02-8f11-d75672e64d54","block_type":"box","text":"1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares S&P","page_number":16,"box":{"x":61,"y":578,"width":851,"height":12}},{"id":"49a27783-1f2d-45a9-8803-c37ec74983b0","block_type":"box","text":"100 ETF and iShares S&P 500 Growth ETF are classified as “diversified,” under applicable no-action relief from the SEC staff,","page_number":16,"box":{"x":61,"y":593,"width":861,"height":13}},{"id":"8d78a106-9e31-48fe-be2a-63d17d3fda5e","block_type":"box","text":"the funds may become non-diversified, as defined under the 1940 Act, solely as a result of a change in relative market","page_number":16,"box":{"x":59,"y":608,"width":825,"height":13}},{"id":"c12ff901-c82e-4328-8794-131516f5d29e","block_type":"box","text":"capitalization or index weighting of one or more components of their Underlying Indexes, and such a change does not","page_number":16,"box":{"x":59,"y":623,"width":828,"height":13}},{"id":"4f6f16a6-cb79-4645-b0ba-275a9f4d99ea","block_type":"box","text":"require shareholder approval.","page_number":16,"box":{"x":60,"y":639,"width":203,"height":12}},{"id":"b94c1b57-7417-4973-b062-42a55fe12dcd","block_type":"box","text":"A “non-diversified” fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be","page_number":16,"box":{"x":63,"y":665,"width":864,"height":12}},{"id":"eecf9670-8de4-482b-abfb-1b2c1a396a63","block_type":"box","text":"invested in the securities of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries)","page_number":16,"box":{"x":60,"y":680,"width":876,"height":12}},{"id":"a83f83f0-29c4-46a2-9d8d-9ce6d78a6f8d","block_type":"box","text":"may constitute a significant percentage of the underlying index of such a fund and, consequently, the fund’s investment","page_number":16,"box":{"x":60,"y":695,"width":840,"height":13}},{"id":"f3070602-33a3-4d84-8d57-66c228dd60a2","block_type":"box","text":"portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility than that","page_number":16,"box":{"x":59,"y":710,"width":840,"height":13}},{"id":"b66c1edc-b76d-4ffc-89c0-46664c5f0a5a","block_type":"box","text":"experienced by more diversified investment companies.","page_number":16,"box":{"x":59,"y":726,"width":388,"height":12}},{"id":"62f1e1e1-1405-43e5-843d-832d6f5abc21","block_type":"box","text":"Each Fund (whether diversified or non-diversified) intends to maintain the required level of diversification and otherwise","page_number":16,"box":{"x":60,"y":752,"width":840,"height":12}},{"id":"e70034e2-49bd-4bd0-9084-2aeb7533a0cd","block_type":"box","text":"conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue","page_number":16,"box":{"x":59,"y":767,"width":865,"height":12}},{"id":"951e6b72-5e85-4e7a-b566-d2a4f3a515b6","block_type":"box","text":"Code of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to","page_number":16,"box":{"x":59,"y":782,"width":879,"height":13}},{"id":"34009616-8614-4686-8174-0cbb67f18453","block_type":"box","text":"the extent that its earnings are distributed to shareholders, provided that the Fund satisfies a minimum distribution","page_number":16,"box":{"x":59,"y":797,"width":805,"height":13}},{"id":"6abc393c-01c4-42b1-8862-32a8058dd464","block_type":"box","text":"requirement. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment","page_number":16,"box":{"x":60,"y":812,"width":823,"height":13}},{"id":"7b1481b4-c721-4f9e-a124-cee4ed5b0986","block_type":"box","text":"flexibility of the Funds and may make it less likely that the Funds will meet their respective investment objectives.","page_number":16,"box":{"x":59,"y":828,"width":789,"height":12}},{"id":"25750f90-27d4-4d87-aa77-6d7ed17e9896","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":16,"box":{"x":60,"y":854,"width":371,"height":12}},{"id":"7274767c-d08d-4c57-b15c-d1f5fd6c68b3","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":16,"box":{"x":441,"y":854,"width":472,"height":12}},{"id":"5af65559-7343-4f70-9711-913bbce47f6d","block_type":"box","text":"used by a Fund to simulate investment in its Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund","page_number":16,"box":{"x":60,"y":869,"width":866,"height":12}},{"id":"f34ff5ae-a229-47ca-bda6-15109f59161a","block_type":"box","text":"may enter into futures contracts and options on futures that are traded on a U.S. or non-U.S. futures exchange. Each Fund","page_number":16,"box":{"x":60,"y":884,"width":853,"height":13}},{"id":"005ebe1d-6b8d-495c-b0e3-b262d48d21f3","block_type":"box","text":"4","page_number":16,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"15a248a6-aff8-45c3-8140-17bb06a35fad","block_type":"box","text":"will not use futures, options on futures or securities options for speculative purposes. Each Fund intends to use futures and","page_number":17,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"1f3e3066-6e33-4dc9-9595-a502c04a3304","block_type":"box","text":"options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”) promulgated","page_number":17,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"6c93fd00-5bb9-494a-a877-cd9d1a318586","block_type":"box","text":"under the Commodity Exchange Act (“CEA”). BFA, with respect to certain Funds, has claimed an exclusion from the definition","page_number":17,"box":{"x":60,"y":97,"width":877,"height":12}},{"id":"84727adc-0f71-48f5-a422-5a9527a6777e","block_type":"box","text":"of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to such Funds, is not subject to","page_number":17,"box":{"x":59,"y":112,"width":875,"height":12}},{"id":"01d3cc23-8072-4d7c-afa4-f08e7c247b44","block_type":"box","text":"registration or regulation as a commodity pool operator under the CEA. See the","page_number":17,"box":{"x":60,"y":127,"width":554,"height":12}},{"id":"a512f90c-73d9-40f4-93a1-36b6bb88da07","block_type":"box","text":"Regulation Regarding Derivatives","page_number":17,"box":{"x":619,"y":127,"width":231,"height":12}},{"id":"36c45480-b287-4364-bb95-f8f438aeba6e","block_type":"box","text":"section of","page_number":17,"box":{"x":855,"y":127,"width":69,"height":10}},{"id":"bb5b95e2-610e-47bb-90e7-f2323f325547","block_type":"box","text":"this SAI for more information.","page_number":17,"box":{"x":59,"y":142,"width":207,"height":10}},{"id":"3612d202-6765-46ad-b8e3-b0d771960f21","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":17,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"1b42f7d8-2201-43dc-b5b9-4704016e918c","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":17,"box":{"x":60,"y":184,"width":857,"height":12}},{"id":"72837309-7c39-4d7a-8e5b-a8a1af862829","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. Each Fund may enter into futures","page_number":17,"box":{"x":60,"y":199,"width":816,"height":12}},{"id":"8e2ee48b-2e66-4ce8-ba54-3c49c1a5518b","block_type":"box","text":"contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will","page_number":17,"box":{"x":59,"y":214,"width":859,"height":12}},{"id":"f706fbdf-03b8-4b6c-ab89-6a36f97db16e","block_type":"box","text":"rise before the purchase will be made. Upon entering into a futures contract, a Fund will be required to deposit with the","page_number":17,"box":{"x":60,"y":229,"width":834,"height":12}},{"id":"60624b4a-9bd3-443c-b1e6-1a0fe736a337","block_type":"box","text":"broker an amount of cash or cash equivalents known as “initial margin,” which is similar to a performance bond or good faith","page_number":17,"box":{"x":60,"y":244,"width":878,"height":13}},{"id":"441664b9-ce06-4e27-8431-85133a25efb3","block_type":"box","text":"deposit on the contract and is returned to the Fund upon termination of the futures contract if all contractual obligations","page_number":17,"box":{"x":59,"y":259,"width":846,"height":13}},{"id":"8145617d-5871-4d62-8a06-980134dc0b5a","block_type":"box","text":"have been satisfied. Subsequent payments, known as “variation margin,” will be made to and from the broker daily as the","page_number":17,"box":{"x":60,"y":274,"width":848,"height":13}},{"id":"f6d80b49-6dc8-4f1f-8838-1bf76bdbdcb3","block_type":"box","text":"price of the instrument or index underlying the futures contract fluctuates, making the long and short positions in the futures","page_number":17,"box":{"x":59,"y":290,"width":878,"height":12}},{"id":"ad001945-bddd-4652-805a-602824cabb49","block_type":"box","text":"contract more or less valuable, a process known as “marking-to-market.” At any time prior to the expiration of a futures","page_number":17,"box":{"x":59,"y":305,"width":840,"height":12}},{"id":"f101ee12-5da7-400d-9abc-c0bfaa23ef68","block_type":"box","text":"contract, each Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s","page_number":17,"box":{"x":59,"y":320,"width":878,"height":12}},{"id":"f8641388-a530-45bd-8cc7-29cf98877370","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":17,"box":{"x":59,"y":335,"width":860,"height":12}},{"id":"fd1e5671-d3f7-464b-b6cb-36eaf4e96bb9","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":17,"box":{"x":59,"y":350,"width":826,"height":12}},{"id":"c116bfb4-05d8-4072-8b43-b32ca4b93047","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":17,"box":{"x":59,"y":365,"width":877,"height":13}},{"id":"2e4108a6-0614-403d-8533-b4fbd3f5ea28","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":17,"box":{"x":59,"y":380,"width":863,"height":13}},{"id":"2b872851-911d-49a4-9c30-0af5f7fe8382","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":17,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"d8caf4df-4058-4980-81c0-60513c662871","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":17,"box":{"x":59,"y":411,"width":842,"height":12}},{"id":"abe7a338-0ab0-468b-b085-09772b7f3291","block_type":"box","text":"futures contract.","page_number":17,"box":{"x":59,"y":426,"width":115,"height":9}},{"id":"7f304321-ca37-48eb-bdf2-a889a407f9f3","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":17,"box":{"x":59,"y":452,"width":870,"height":12}},{"id":"28c97027-ad0c-4d25-bbac-7b9bb712ba38","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":17,"box":{"x":59,"y":467,"width":856,"height":13}},{"id":"5864d7fe-11f0-4985-8b32-61d4304a92a9","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":17,"box":{"x":59,"y":482,"width":868,"height":13}},{"id":"2a806b5f-d2a1-40c4-ae76-1c2625be6ee0","block_type":"box","text":"change would be reflected in the NAV of each Fund. The potential for loss related to writing call options is unlimited. The","page_number":17,"box":{"x":59,"y":497,"width":845,"height":13}},{"id":"e8f65bfc-2daa-4a8f-9c6f-ffc609d6158d","block_type":"box","text":"potential for loss related to writing put options is limited to the agreed-upon price per share, also known as the “strike price,”","page_number":17,"box":{"x":59,"y":513,"width":875,"height":12}},{"id":"5b8b9847-6bb5-44a5-b885-810054a84499","block_type":"box","text":"less the premium received from writing the put. Certain of the Funds may purchase and write put and call options on futures","page_number":17,"box":{"x":60,"y":528,"width":872,"height":12}},{"id":"51be5b5e-b97e-45ed-99ce-1d6963f29fd3","block_type":"box","text":"contracts that are traded on an exchange as a hedge against changes in value of their portfolio securities or in anticipation of","page_number":17,"box":{"x":59,"y":543,"width":877,"height":12}},{"id":"1e8c9762-fa00-436f-bad4-1063917c0c43","block_type":"box","text":"the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing","page_number":17,"box":{"x":59,"y":558,"width":818,"height":12}},{"id":"0469c37c-f534-4525-a15e-b8385748876f","block_type":"box","text":"positions. There is no guarantee that such closing transactions can be effected.","page_number":17,"box":{"x":59,"y":573,"width":554,"height":12}},{"id":"d18a447f-8b44-452a-98f9-1ddb893417fa","block_type":"box","text":"Securities options may be used by a Fund to obtain access to securities in its Underlying Index or to dispose of securities in","page_number":17,"box":{"x":59,"y":600,"width":859,"height":12}},{"id":"3ebfbed2-6582-4723-956a-6f5cc49d8886","block_type":"box","text":"its Underlying Index at favorable prices, to invest cash in a securities index that offers similar exposure to that provided by its","page_number":17,"box":{"x":60,"y":615,"width":869,"height":12}},{"id":"0f05c337-ec22-4d84-b525-996257a97b7d","block_type":"box","text":"Underlying Index or otherwise to achieve the Fund’s objective of tracking its Underlying Index. A call option gives a holder the","page_number":17,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"a601e5ef-e2c8-4037-8347-73f91e956523","block_type":"box","text":"right to purchase a specific security at a specified price (“exercise price”) within a specified period of time. A put option gives","page_number":17,"box":{"x":60,"y":645,"width":872,"height":12}},{"id":"45faf929-feca-4248-986d-cb1be994b120","block_type":"box","text":"a holder the right to sell a specific security at an exercise price within a specified period of time. The initial purchaser of a call","page_number":17,"box":{"x":59,"y":660,"width":872,"height":12}},{"id":"fe2c714d-1275-4d36-8577-17c96307bc82","block_type":"box","text":"option pays the “writer” a premium, which is paid at the time of purchase and is retained by the writer whether or not such","page_number":17,"box":{"x":59,"y":675,"width":861,"height":12}},{"id":"7861895f-b9ea-46c0-8e44-0db6fee64085","block_type":"box","text":"option is exercised. Each Fund may purchase put options to hedge its portfolio against the risk of a decline in the market","page_number":17,"box":{"x":59,"y":690,"width":843,"height":13}},{"id":"88a76811-284d-4ba6-8549-f1a6bb24311f","block_type":"box","text":"value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed","page_number":17,"box":{"x":59,"y":705,"width":864,"height":13}},{"id":"a60d6de9-c197-4269-9e95-5a1d0389086d","block_type":"box","text":"to purchase. Each Fund may write put and call options along with a long position in options to increase its ability to hedge","page_number":17,"box":{"x":59,"y":720,"width":856,"height":13}},{"id":"35e58266-48c3-4340-bf0f-22406163ddf2","block_type":"box","text":"against a change in the market value of the securities it holds or is committed to purchase. Each Fund may purchase or sell","page_number":17,"box":{"x":59,"y":736,"width":861,"height":12}},{"id":"6d86adc4-a8fe-421f-a938-9b9aabfba23f","block_type":"box","text":"securities options on a U.S. or non-U.S. securities exchange or in the OTC market through a transaction with a dealer. Options","page_number":17,"box":{"x":59,"y":751,"width":878,"height":12}},{"id":"7dd3dcf3-06f9-4e82-9fbf-2d458b34549e","block_type":"box","text":"on a securities index are typically settled on a net basis based on the appreciation or depreciation of the index level over the","page_number":17,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"3f9c55da-4190-425c-817f-62e88b499932","block_type":"box","text":"strike price. Options on single name securities may be cash- or physically-settled, depending upon the market in which they","page_number":17,"box":{"x":59,"y":781,"width":868,"height":12}},{"id":"bdde1d5d-43f1-49ac-ab54-0edb1808bbc7","block_type":"box","text":"are traded. Options may be structured so as to be exercisable only on certain dates or on a daily basis. Options may also be","page_number":17,"box":{"x":59,"y":796,"width":860,"height":12}},{"id":"4e180c1c-5681-4feb-8f9e-f723ef15d352","block_type":"box","text":"structured to have conditions to exercise (","page_number":17,"box":{"x":59,"y":811,"width":294,"height":13}},{"id":"709b16dc-0e6d-49d0-9eda-3437794d8bfc","block_type":"box","text":"i.e.","page_number":17,"box":{"x":354,"y":812,"width":18,"height":9}},{"id":"02e32a58-0454-4cdc-b421-d6577b979885","block_type":"box","text":", “Knock-in Events”) or conditions that trigger termination (","page_number":17,"box":{"x":374,"y":811,"width":416,"height":13}},{"id":"5e5768f4-180d-4408-90f9-103ddb257666","block_type":"box","text":"i.e.","page_number":17,"box":{"x":792,"y":812,"width":17,"height":9}},{"id":"bb5dff0f-24ed-4c18-b371-65a13def21e8","block_type":"box","text":", “Knock-out","page_number":17,"box":{"x":811,"y":811,"width":88,"height":12}},{"id":"8d728a31-aa92-45ba-96c6-4d665259526c","block_type":"box","text":"Events”).","page_number":17,"box":{"x":60,"y":826,"width":60,"height":13}},{"id":"283afdfa-d587-41e5-936b-f9fd12ca3ea7","block_type":"box","text":"Lending Portfolio Securities.","page_number":17,"box":{"x":60,"y":853,"width":201,"height":12}},{"id":"765d2059-0ef5-4fe7-b5da-21f4e2bbd302","block_type":"box","text":"Each Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":17,"box":{"x":271,"y":853,"width":609,"height":12}},{"id":"434c4e2b-458f-48a7-a5a0-5ec24163e35d","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":17,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"855f16b6-0d9f-4ba4-b75c-89dd860363c0","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a Fund if, as a","page_number":17,"box":{"x":60,"y":883,"width":858,"height":12}},{"id":"0a7a4073-8a57-4afb-a24b-07af90584951","block_type":"box","text":"5","page_number":17,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"8891ee13-bd9a-4d93-9502-6ee07523947c","block_type":"box","text":"result, the aggregate value of all securities loans of the particular Fund exceeds one-third of the value of such Fund’s total","page_number":18,"box":{"x":60,"y":67,"width":849,"height":12}},{"id":"cd0d9873-a146-4c87-bf68-9d5df450e796","block_type":"box","text":"assets (including the value of the collateral received). A Fund may terminate a loan at any time and obtain the return of the","page_number":18,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"8560aff6-261e-4f12-9268-4d4bf4344dc2","block_type":"box","text":"securities loaned. Each Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":18,"box":{"x":59,"y":97,"width":794,"height":12}},{"id":"39f48d0b-09ea-4882-8cbe-31abc0af282a","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":18,"box":{"x":59,"y":112,"width":795,"height":12}},{"id":"23d89cad-8f9d-430b-abdb-a1a2f8043bfd","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":18,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"8b5da3de-9a51-4ad1-b793-268914d09686","block_type":"box","text":"cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of","page_number":18,"box":{"x":59,"y":154,"width":857,"height":12}},{"id":"c961ee02-c4eb-4aa0-882c-b472a5495fd7","block_type":"box","text":"cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid","page_number":18,"box":{"x":59,"y":169,"width":876,"height":12}},{"id":"fc391c30-c11e-49f2-93cf-a29c657a213a","block_type":"box","text":"by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund","page_number":18,"box":{"x":60,"y":184,"width":862,"height":12}},{"id":"8e2b88ce-5352-4a2b-a48e-db9506044c57","block_type":"box","text":"for such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of each","page_number":18,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"190f8d37-8cbe-4871-aab2-917bfbb2bb44","block_type":"box","text":"Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments","page_number":18,"box":{"x":60,"y":214,"width":854,"height":12}},{"id":"dc3b8987-ca70-4ebf-a42a-62b113e7fd75","block_type":"box","text":"are subject to investment risk.","page_number":18,"box":{"x":59,"y":229,"width":209,"height":12}},{"id":"3d2aa83c-6168-4f3b-8eb3-5a815cf5fe32","block_type":"box","text":"Each Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":18,"box":{"x":60,"y":256,"width":818,"height":12}},{"id":"cfaa782a-1649-4a1f-84f3-534bdfa2e703","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":18,"box":{"x":59,"y":271,"width":868,"height":12}},{"id":"109138ea-f669-4769-a820-128a4e0bdc64","block_type":"box","text":"extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":18,"box":{"x":59,"y":286,"width":832,"height":12}},{"id":"1d02c431-d5ff-4351-a69e-79abba3d440c","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":18,"box":{"x":60,"y":301,"width":845,"height":12}},{"id":"138acd28-b316-49b9-9e7a-25e688f82c2d","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":18,"box":{"x":59,"y":316,"width":862,"height":12}},{"id":"8ee70b01-7d8a-4a99-aa50-874b0c014e44","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Funds in connection with certain securities lending activities.","page_number":18,"box":{"x":59,"y":331,"width":840,"height":13}},{"id":"c33a8cb6-cc7e-4484-8617-468e0ea19072","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":18,"box":{"x":59,"y":358,"width":872,"height":12}},{"id":"7c107d91-6b2f-40c1-8680-522f62ea366c","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":18,"box":{"x":60,"y":373,"width":829,"height":12}},{"id":"d72f620f-8532-48a3-9ad7-3a73a311add9","block_type":"box","text":"reinvestments and the fees a Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at default","page_number":18,"box":{"x":60,"y":388,"width":865,"height":12}},{"id":"d5910338-6b16-4f09-b51f-d0ef59a257e2","block_type":"box","text":"when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned due to","page_number":18,"box":{"x":59,"y":403,"width":852,"height":12}},{"id":"a776450f-5f5a-4371-bea8-7960ff58036c","block_type":"box","text":"movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market events,","page_number":18,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"c9230f79-a02d-4271-9180-feb9c210d502","block_type":"box","text":"including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium due to","page_number":18,"box":{"x":60,"y":433,"width":848,"height":13}},{"id":"3b541f12-ab04-4dcf-a833-83b610378bd5","block_type":"box","text":"increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities lending","page_number":18,"box":{"x":60,"y":448,"width":852,"height":13}},{"id":"8b0a5cdf-8a28-4a09-96a2-e6df4e63fab3","block_type":"box","text":"revenue). If a Fund were to lend out securities that are subject to a corporate action and commit to the borrower a particular","page_number":18,"box":{"x":60,"y":463,"width":870,"height":13}},{"id":"4e537ff7-dbe5-47e3-836c-aea4402a1e62","block_type":"box","text":"election as determined by the Funds’ investment adviser, the benefit the Fund would receive in respect of committing to such","page_number":18,"box":{"x":59,"y":479,"width":876,"height":12}},{"id":"43fff22c-7532-46d3-ba8e-67bb20efa11d","block_type":"box","text":"election may or may not be less than the benefit the Fund would have received from making a different election in such","page_number":18,"box":{"x":59,"y":494,"width":834,"height":12}},{"id":"b21f63cc-bbe2-4bea-9f2d-cff0fa2c7bd3","block_type":"box","text":"corporate action. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay","page_number":18,"box":{"x":59,"y":509,"width":864,"height":12}},{"id":"5874a327-883b-4b1d-949c-a060551ffe46","block_type":"box","text":"in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a","page_number":18,"box":{"x":60,"y":524,"width":832,"height":12}},{"id":"7a4f59ad-56c7-4779-9fc7-9151914e6036","block_type":"box","text":"borrower does not return a Fund’s securities as agreed, the Fund’s ability to participate in a corporate action event may be","page_number":18,"box":{"x":60,"y":539,"width":853,"height":12}},{"id":"98da1db7-fa2b-47f6-ab23-3f90dadb0480","block_type":"box","text":"impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the","page_number":18,"box":{"x":60,"y":554,"width":870,"height":13}},{"id":"67e9ab1e-2a4a-4b93-a538-d50b81c93b34","block_type":"box","text":"value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing","page_number":18,"box":{"x":59,"y":569,"width":806,"height":13}},{"id":"8f4cd160-4cf3-4a61-b088-03376a48ca28","block_type":"box","text":"replacement securities. This latter event could trigger adverse tax consequences for a Fund. A Fund could lose money if its","page_number":18,"box":{"x":60,"y":584,"width":856,"height":13}},{"id":"83494aa7-8d92-4c51-a4ff-74424efef9a8","block_type":"box","text":"short-term investment of the collateral declines in value over the period of the loan. Substitute payments received by a Fund","page_number":18,"box":{"x":59,"y":600,"width":867,"height":12}},{"id":"f9acf94b-3ac3-4fa0-a7b4-0c3e81db1615","block_type":"box","text":"representing dividends paid on securities loaned out by the Fund will not be considered qualified dividend income. BTC will","page_number":18,"box":{"x":60,"y":615,"width":858,"height":12}},{"id":"041a8da2-636a-4706-997f-88316c7add7b","block_type":"box","text":"take into account the tax effects on shareholders caused by this difference in connection with a Fund’s securities lending","page_number":18,"box":{"x":59,"y":630,"width":844,"height":12}},{"id":"984035b6-ef55-4686-94d7-ca8c7c6b3489","block_type":"box","text":"program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also","page_number":18,"box":{"x":59,"y":645,"width":874,"height":12}},{"id":"440adcf5-08f6-485a-a975-d211b2def687","block_type":"box","text":"be changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the","page_number":18,"box":{"x":60,"y":660,"width":841,"height":12}},{"id":"acdb7ce0-caea-44bf-8ec7-48febf87b7e6","block_type":"box","text":"regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment of dividend","page_number":18,"box":{"x":60,"y":675,"width":803,"height":12}},{"id":"27cb4653-8f52-4f75-8f84-4eece73695cb","block_type":"box","text":"equivalent payments owed to a Fund (as permitted by applicable law).","page_number":18,"box":{"x":59,"y":690,"width":490,"height":13}},{"id":"1c31f0a1-1484-4575-b96a-86a735c93a54","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":717,"width":824,"height":12}},{"id":"8d54ca7f-47d2-4e7e-b40b-e34ba4f25b0b","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":732,"width":859,"height":12}},{"id":"ed3ee08c-e1a6-4a45-9598-be96d7f06cb3","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":18,"box":{"x":59,"y":747,"width":878,"height":12}},{"id":"8c4ce5ef-8320-4bfd-85eb-71f3595311b9","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":18,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"2f7b5feb-dab2-48ca-b890-da8b2add01b5","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":18,"box":{"x":59,"y":777,"width":846,"height":13}},{"id":"ec35952d-7dcc-48c9-8272-a0f12ddb1d98","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":18,"box":{"x":60,"y":792,"width":847,"height":13}},{"id":"46e591e6-ce94-454b-9365-1983ab32c3c5","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":18,"box":{"x":60,"y":807,"width":824,"height":13}},{"id":"565bd6c5-f4f9-4f8f-844b-1c070273c2e7","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":18,"box":{"x":60,"y":823,"width":834,"height":12}},{"id":"5866dd4f-f873-4b67-9cf1-ff4453d91bf9","block_type":"box","text":"borrowers. Certain Funds expect to provide additional protections to borrowers, where permitted, pursuant to a Fund’s","page_number":18,"box":{"x":60,"y":838,"width":831,"height":12}},{"id":"a844b840-e4d2-48e6-be76-d6f27e5fcd8d","block_type":"box","text":"investment policies and if BFA believes doing so is in the best interest of the Fund.","page_number":18,"box":{"x":60,"y":853,"width":570,"height":12}},{"id":"0b02c62b-b133-4855-8124-efe35fbf83b2","block_type":"box","text":"6","page_number":18,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"e22818c2-8efd-4aeb-b301-3eba12358779","block_type":"box","text":"Liquidity Risk Management.","page_number":19,"box":{"x":60,"y":67,"width":200,"height":12}},{"id":"54867771-f0d0-4873-b078-185a9e647aa2","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":19,"box":{"x":270,"y":67,"width":662,"height":12}},{"id":"473308fb-a057-4ebf-81f5-7d0fed52f9ce","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Funds, to establish a liquidity risk management program (the","page_number":19,"box":{"x":60,"y":82,"width":811,"height":12}},{"id":"91b08277-5ec7-480c-8458-b964ab2f8808","block_type":"box","text":"“Liquidity Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have","page_number":19,"box":{"x":59,"y":97,"width":838,"height":12}},{"id":"529cfea4-d1e8-4a8b-aabd-f881a4b96117","block_type":"box","text":"implemented a Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has","page_number":19,"box":{"x":60,"y":112,"width":807,"height":12}},{"id":"bffbe5dd-85ea-46f5-aee2-d83bbc0331e0","block_type":"box","text":"appointed BFA as the administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and","page_number":19,"box":{"x":59,"y":127,"width":835,"height":12}},{"id":"6553d73e-6345-4471-bd84-08ee2c746cbd","block_type":"box","text":"periodically reviews each Fund’s liquidity risk and classifies each investment held by a Fund as a “highly liquid investment,”","page_number":19,"box":{"x":59,"y":142,"width":859,"height":13}},{"id":"97f1febd-d888-498b-a763-4b9470b5a88c","block_type":"box","text":"“moderately liquid investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as","page_number":19,"box":{"x":59,"y":157,"width":867,"height":13}},{"id":"f565145b-eb46-48f8-bce1-af47094348f3","block_type":"box","text":"the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of the remaining","page_number":19,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"1a468128-6160-45aa-8408-1cc07459bcd7","block_type":"box","text":"investors’ interest in a Fund. The liquidity of a Fund’s portfolio investments is determined based on relevant market, trading","page_number":19,"box":{"x":60,"y":188,"width":860,"height":12}},{"id":"98994110-4303-4e45-8c49-f863a8b976cd","block_type":"box","text":"and investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the","page_number":19,"box":{"x":59,"y":203,"width":826,"height":12}},{"id":"09e04dc4-4e82-4f0b-9e7a-2a9992c5ff1f","block_type":"box","text":"liquidity risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an","page_number":19,"box":{"x":60,"y":218,"width":849,"height":12}},{"id":"9011461b-601c-4ba0-a40f-342c779cbad5","block_type":"box","text":"investment is deemed to be an illiquid investment or a less liquid investment, a Fund can expect to be exposed to greater","page_number":19,"box":{"x":60,"y":233,"width":844,"height":12}},{"id":"4ffe2dfc-eeaa-4331-b23a-518c7143d288","block_type":"box","text":"liquidity risk.","page_number":19,"box":{"x":60,"y":248,"width":86,"height":12}},{"id":"714e8219-edaa-4d99-8866-5f9d07943d55","block_type":"box","text":"Non-U.S. Securities.","page_number":19,"box":{"x":60,"y":275,"width":141,"height":9}},{"id":"97262ebd-87e4-4d6e-8820-15bf30f784d7","block_type":"box","text":"Certain Funds purchase publicly traded common stocks of non-U.S. issuers. To the extent a Fund","page_number":19,"box":{"x":210,"y":274,"width":679,"height":13}},{"id":"3c760c86-8368-4245-bc21-9413918ff48d","block_type":"box","text":"invests in stocks of non-U.S. issuers, certain of the Fund’s investments in such stocks may be in the form of American","page_number":19,"box":{"x":60,"y":290,"width":821,"height":12}},{"id":"9a28910b-e5f5-409a-ab17-ea385e190344","block_type":"box","text":"Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively,","page_number":19,"box":{"x":60,"y":305,"width":871,"height":12}},{"id":"ba34d1f3-8ada-4ac7-bad4-2036371667f1","block_type":"box","text":"“depositary receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of","page_number":19,"box":{"x":59,"y":320,"width":880,"height":12}},{"id":"9ef8cedd-5c57-47b7-9e5d-98da81fead89","block_type":"box","text":"underlying securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same","page_number":19,"box":{"x":60,"y":335,"width":826,"height":12}},{"id":"94f9667b-5d7e-445f-bb6d-247c657fece5","block_type":"box","text":"currency as their underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of","page_number":19,"box":{"x":59,"y":350,"width":872,"height":12}},{"id":"56a5253a-04de-435e-84e5-4732cb008342","block_type":"box","text":"underlying securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts,","page_number":19,"box":{"x":60,"y":365,"width":858,"height":13}},{"id":"1d7ea8d8-2927-49f3-848c-d19a946ad019","block_type":"box","text":"are receipts issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or","page_number":19,"box":{"x":59,"y":380,"width":850,"height":13}},{"id":"066e5abd-1e99-41c0-8568-9deeb1025725","block_type":"box","text":"domestic underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an","page_number":19,"box":{"x":59,"y":395,"width":838,"height":13}},{"id":"336c443a-013c-451a-9a48-6a5af457cf82","block_type":"box","text":"international basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs,","page_number":19,"box":{"x":60,"y":411,"width":862,"height":12}},{"id":"d233ffb4-a942-416c-be99-054fd37320ca","block_type":"box","text":"issued in bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe","page_number":19,"box":{"x":60,"y":426,"width":864,"height":12}},{"id":"3417d1b6-f08f-44b0-b711-da5724d4d30c","block_type":"box","text":"and are designed for use throughout the world.","page_number":19,"box":{"x":59,"y":441,"width":331,"height":12}},{"id":"4bce5f0b-158e-480f-afa3-5d89c5a790df","block_type":"box","text":"Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may","page_number":19,"box":{"x":60,"y":467,"width":876,"height":13}},{"id":"aabadd4b-e270-4c37-95a4-8ce48d45d9a8","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose a Fund to","page_number":19,"box":{"x":60,"y":482,"width":839,"height":13}},{"id":"f9990fa9-5c88-4d6f-aa45-37b80e06bc80","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":19,"box":{"x":59,"y":497,"width":842,"height":13}},{"id":"76afe872-b4c4-4410-8054-7076db64f118","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":19,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"46f190cb-9e57-4e1d-9259-fd1dff431319","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":19,"box":{"x":60,"y":528,"width":832,"height":12}},{"id":"7debfeb5-715a-469a-9988-a4d5b3eea95f","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":19,"box":{"x":59,"y":543,"width":796,"height":12}},{"id":"473e64be-8937-49ea-9802-121fd7a52506","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":19,"box":{"x":59,"y":558,"width":571,"height":12}},{"id":"13d9be18-9d40-4df2-8746-0226f3445e4c","block_type":"box","text":"Investing in the securities of non-U.S. issuers involves special risks and considerations not typically associated with investing","page_number":19,"box":{"x":60,"y":584,"width":868,"height":13}},{"id":"9b70637f-b86e-4e40-8237-84fcb6e10e2b","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":19,"box":{"x":60,"y":600,"width":808,"height":12}},{"id":"26879f23-de25-4fa6-98e8-6aaace8e314f","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":19,"box":{"x":59,"y":615,"width":853,"height":12}},{"id":"bbc645da-fb86-4912-9386-cdde921509dd","block_type":"box","text":"which could affect U.S. investments in non-U.S. countries; and potential restrictions on the flow of international capital. Non","page_number":19,"box":{"x":59,"y":630,"width":873,"height":12}},{"id":"4a569227-1310-4180-855e-10278afeab21","block_type":"box","text":"U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may","page_number":19,"box":{"x":60,"y":645,"width":864,"height":12}},{"id":"720186a8-1688-4a71-aba8-041c44410d66","block_type":"box","text":"differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product (“GDP”), rate of","page_number":19,"box":{"x":59,"y":660,"width":871,"height":12}},{"id":"2b0d5ca9-926b-4285-af5e-e153c1bf5af0","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":19,"box":{"x":60,"y":675,"width":629,"height":12}},{"id":"faff3906-f9ed-4d58-a006-f7e0fd967b63","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":19,"box":{"x":60,"y":702,"width":242,"height":12}},{"id":"7aeb3024-0407-4d42-b827-21f430c7c594","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":19,"box":{"x":310,"y":702,"width":589,"height":12}},{"id":"5dc86558-3b6a-4989-98fd-cc2ad7347228","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":19,"box":{"x":59,"y":717,"width":812,"height":12}},{"id":"0652e592-fb42-4492-b0d4-162e52bb4f34","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":19,"box":{"x":60,"y":732,"width":818,"height":12}},{"id":"21666172-9cda-438e-b1c8-a80c8b9bfc79","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":19,"box":{"x":60,"y":747,"width":871,"height":12}},{"id":"7803c9ab-1e4a-40c0-9ca8-63af0f0153d2","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. To the extent a Fund uses CFTC","page_number":19,"box":{"x":60,"y":762,"width":866,"height":12}},{"id":"5e5f3f76-1903-4919-bb37-ff3f7bc43c4f","block_type":"box","text":"Derivatives, it intends to do so below such prescribed levels and intends not to market itself as a “commodity pool” or a","page_number":19,"box":{"x":60,"y":777,"width":834,"height":13}},{"id":"7220c4a9-6d68-4dcf-87a2-f398c7daa464","block_type":"box","text":"vehicle for trading such instruments.","page_number":19,"box":{"x":59,"y":792,"width":256,"height":13}},{"id":"9ba3ca0f-e16f-4031-9b94-195daeb36143","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":19,"box":{"x":60,"y":819,"width":873,"height":12}},{"id":"409f4862-2593-4c67-a6c2-81249e4e1b35","block_type":"box","text":"under the CEA with respect to each of the Funds. BFA is not, therefore, subject to registration or regulation as a “commodity","page_number":19,"box":{"x":60,"y":834,"width":867,"height":12}},{"id":"e8907252-e7d1-480c-a092-61523beaa041","block_type":"box","text":"pool operator” under the CEA with respect to the Funds.","page_number":19,"box":{"x":59,"y":849,"width":394,"height":12}},{"id":"8f6b6e42-f57a-4541-875e-b47d400ca61b","block_type":"box","text":"7","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"6e18e772-c3bd-453e-b092-a000347217c6","block_type":"box","text":"The iShares Biotechnology ETF, iShares Core S&P Mid-Cap ETF, iShares Core S&P Small-Cap ETF, iShares Core S&P Total U.S.","page_number":20,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"9b31b1ae-012e-4a05-83ad-c49f0973d95e","block_type":"box","text":"Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Core S&P U.S. Value ETF, iShares ESG Select Screened S&P Mid","page_number":20,"box":{"x":59,"y":82,"width":872,"height":11}},{"id":"ad97070e-d0d6-4623-9820-c828970a7891","block_type":"box","text":"Cap ETF, iShares ESG Select Screened S&P Small-Cap ETF, iShares Europe ETF, iShares International Developed Small Cap","page_number":20,"box":{"x":59,"y":97,"width":845,"height":12}},{"id":"1aa378d6-4c1b-4ba5-9267-4708f3a0e378","block_type":"box","text":"Value Factor ETF, iShares Micro-Cap ETF, iShares Mortgage Real Estate ETF, iShares Preferred and Income Securities ETF,","page_number":20,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"2221872d-9bab-4e0a-ac61-cafc17d0b1fd","block_type":"box","text":"iShares Residential and Multisector Real Estate ETF, iShares Russell 1000 ETF, iShares Russell 1000 Value ETF, iShares Russell","page_number":20,"box":{"x":60,"y":127,"width":867,"height":11}},{"id":"71bf0926-e8a0-461d-832d-089a8a113965","block_type":"box","text":"2000 ETF, iShares Russell 2000 Growth ETF, iShares Russell 2000 Value ETF, iShares Russell 3000 ETF, iShares Russell Mid","page_number":20,"box":{"x":59,"y":142,"width":853,"height":12}},{"id":"d8e815bf-1330-413a-9cd6-0778a2b822a4","block_type":"box","text":"Cap ETF, iShares Russell Mid-Cap Growth ETF, iShares Russell Mid-Cap Value ETF, iShares S&P Mid-Cap 400 Growth ETF,","page_number":20,"box":{"x":59,"y":157,"width":843,"height":13}},{"id":"8cf0f162-a313-4a54-9648-1e31480551e8","block_type":"box","text":"iShares S&P Mid-Cap 400 Value ETF, iShares S&P Small-Cap 600 Growth ETF, iShares S&P Small-Cap 600 Value ETF, iShares","page_number":20,"box":{"x":60,"y":172,"width":863,"height":13}},{"id":"47789da5-0f42-4fce-9838-1f11aa5513a2","block_type":"box","text":"Semiconductor ETF, iShares U.S. Broker-Dealers & Securities Exchanges ETF, iShares U.S. Digital Infrastructure and Real Estate","page_number":20,"box":{"x":59,"y":188,"width":879,"height":12}},{"id":"f4f74b1e-44c8-4462-b6b2-93818f6ba28f","block_type":"box","text":"ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructure ETF, iShares U.S. Real Estate ETF and iShares US Small","page_number":20,"box":{"x":60,"y":203,"width":854,"height":11}},{"id":"de73d284-7321-40f0-98eb-355c050a1941","block_type":"box","text":"Cap Value Factor ETF (the “No-Action Letter Funds”) may also have investments in “underlying funds” (and such underlying","page_number":20,"box":{"x":59,"y":218,"width":870,"height":12}},{"id":"fe9ac772-b53a-4cc0-8d4c-27e80944639a","block_type":"box","text":"funds themselves may invest in underlying funds) not advised by BFA (the term “underlying fund” for purposes of the no","page_number":20,"box":{"x":59,"y":233,"width":851,"height":12}},{"id":"bc4914d5-147b-4fb5-8902-c3738e6ee1af","block_type":"box","text":"action letter referenced below may include, but is not limited to, certain securitized vehicles, mortgage or international real","page_number":20,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"0a645e92-24c3-416a-9e14-e8ebc94fc520","block_type":"box","text":"estate investment trusts (“REITs”), business development companies, and investment companies that may invest in CFTC","page_number":20,"box":{"x":59,"y":263,"width":850,"height":12}},{"id":"d1a529b7-6185-4b93-afc8-aeb75f75cc45","block_type":"box","text":"Derivatives or in any of the foregoing), and therefore may be viewed by the CFTC as commodity pools. BFA may not have","page_number":20,"box":{"x":60,"y":278,"width":844,"height":13}},{"id":"a47f1867-dba6-4823-9e21-bf297faa6bfe","block_type":"box","text":"transparency into the holdings of these underlying funds because they are not advised by BFA. To address this issue of lack of","page_number":20,"box":{"x":59,"y":293,"width":881,"height":13}},{"id":"d72c32cd-f548-45a9-83a4-50a7dc8e795d","block_type":"box","text":"transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in","page_number":20,"box":{"x":59,"y":308,"width":862,"height":13}},{"id":"5c4d1096-a656-40ce-bd4c-4411d71280ea","block_type":"box","text":"such underlying funds and that would otherwise have filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay","page_number":20,"box":{"x":59,"y":324,"width":803,"height":12}},{"id":"1915ec76-0699-4469-8405-eb7e76e8fa58","block_type":"box","text":"registration as a “commodity pool operator” until six months from the date on which the CFTC issues additional guidance on","page_number":20,"box":{"x":60,"y":339,"width":874,"height":12}},{"id":"4e5d9a69-369a-401f-a202-7622bbb56c16","block_type":"box","text":"the treatment of CFTC Derivatives held by underlying funds. BFA, the adviser of the No-Action Letter Funds, has filed a claim","page_number":20,"box":{"x":59,"y":354,"width":869,"height":12}},{"id":"aadf3aa6-5800-42e9-87eb-dcb7d5248b88","block_type":"box","text":"with the CFTC for the Funds to rely on this no-action relief. Accordingly, BFA is not currently subject to registration or","page_number":20,"box":{"x":59,"y":369,"width":819,"height":12}},{"id":"2a8f503c-088c-4bd1-80d0-a5ae9a70fee8","block_type":"box","text":"regulation as a “commodity pool operator” under the CEA in respect of the Funds.","page_number":20,"box":{"x":60,"y":384,"width":572,"height":12}},{"id":"9aa9cc2a-703e-4c92-83a3-7512ceecd4c6","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":20,"box":{"x":60,"y":411,"width":849,"height":12}},{"id":"a6665339-ee19-4e22-a212-9993a3357a2e","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":20,"box":{"x":60,"y":426,"width":872,"height":12}},{"id":"30c732da-2cde-4b52-b62b-ab674b81a51c","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":20,"box":{"x":59,"y":441,"width":839,"height":12}},{"id":"1ff5668b-096a-468a-a2f8-02a248f5b34b","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":20,"box":{"x":59,"y":456,"width":864,"height":12}},{"id":"fee43372-e68e-45f9-8478-24e4ab4d777a","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":20,"box":{"x":60,"y":471,"width":867,"height":12}},{"id":"3db6c3f3-4370-4590-8cea-250840b4bec0","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to a Fund of trading these instruments","page_number":20,"box":{"x":59,"y":486,"width":864,"height":12}},{"id":"9d4d41c2-b38f-41a0-9c74-d52ecca7031e","block_type":"box","text":"and, as a result, may affect returns to investors in a Fund.","page_number":20,"box":{"x":59,"y":501,"width":399,"height":13}},{"id":"59637dfc-4ac2-49fe-9b80-57f002b213cb","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into Derivatives Transactions (as defined below) and","page_number":20,"box":{"x":60,"y":528,"width":866,"height":12}},{"id":"dd772f07-f302-4e1c-8b19-5052a2ba7c79","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":20,"box":{"x":59,"y":543,"width":842,"height":12}},{"id":"1a258ce5-789f-49ec-af0d-5a04a3ec2a50","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":20,"box":{"x":60,"y":558,"width":822,"height":12}},{"id":"0f251a72-c77c-4e22-90ec-22f559cddf66","block_type":"box","text":"including the Funds, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":20,"box":{"x":60,"y":573,"width":878,"height":12}},{"id":"3b9c459d-41fe-43cc-80a0-c9f534e47e45","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":20,"box":{"x":59,"y":588,"width":257,"height":13}},{"id":"a7e4694a-e76d-4236-bdf6-a2e50ec14ec5","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":20,"box":{"x":60,"y":615,"width":862,"height":12}},{"id":"aaf52119-9748-4df4-b719-22be653adfae","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":20,"box":{"x":59,"y":630,"width":871,"height":12}},{"id":"ab28301b-ba26-4f93-828b-3ffc89f9959e","block_type":"box","text":"or any similar instrument, under which a Fund is or may be required to make any payment or delivery of cash or other assets","page_number":20,"box":{"x":59,"y":645,"width":871,"height":12}},{"id":"d9e1cc39-cc63-44a2-9b31-f2a1ea28be44","block_type":"box","text":"during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise;","page_number":20,"box":{"x":59,"y":660,"width":867,"height":12}},{"id":"548acbe8-85b7-4420-8361-dcc581e6b24f","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non","page_number":20,"box":{"x":60,"y":675,"width":864,"height":12}},{"id":"86a37432-7499-4b1e-821a-5037313e8225","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":20,"box":{"x":60,"y":690,"width":863,"height":13}},{"id":"a5bf2708-c8dc-4db6-b2be-46a599ecee6a","block_type":"box","text":"under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be","page_number":20,"box":{"x":60,"y":705,"width":863,"height":13}},{"id":"c0de58f1-49fd-4747-bd1c-776fa117bf4f","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":20,"box":{"x":59,"y":720,"width":871,"height":13}},{"id":"e5ddfc72-14c6-4ac7-b030-52a63f9b1254","block_type":"box","text":"physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement","page_number":20,"box":{"x":59,"y":736,"width":834,"height":12}},{"id":"e6428cba-d34c-406b-9670-c53d98ec05ca","block_type":"box","text":"Securities Provision”).","page_number":20,"box":{"x":59,"y":751,"width":152,"height":12}},{"id":"c38b7b50-08b6-41a2-848f-2fa71aefd5f4","block_type":"box","text":"Unless a Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4","page_number":20,"box":{"x":60,"y":777,"width":872,"height":13}},{"id":"8182e45e-b444-4cf2-a26b-e88787340413","block_type":"box","text":"with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires a Fund to adopt and implement a","page_number":20,"box":{"x":59,"y":792,"width":830,"height":13}},{"id":"84ecbe59-e4ef-4cae-bef1-64db1b3a45f0","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":20,"box":{"x":59,"y":807,"width":875,"height":13}},{"id":"2bb41837-6257-4f80-87ce-67c4ad85cf3d","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":20,"box":{"x":60,"y":823,"width":846,"height":12}},{"id":"a11c223b-1a51-4cf7-a7e1-1180b6bd6db0","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":20,"box":{"x":59,"y":838,"width":840,"height":12}},{"id":"7c8dbc1c-443c-41a7-a523-fac2ce4e7b08","block_type":"box","text":"reports to the Board.","page_number":20,"box":{"x":60,"y":853,"width":142,"height":12}},{"id":"0357663f-bed8-493b-b6aa-1c9792dd53ae","block_type":"box","text":"8","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"9408f7de-d5b5-4b49-8b07-24f680a2c4dd","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if a Fund’s “derivatives exposure”","page_number":21,"box":{"x":60,"y":67,"width":868,"height":12}},{"id":"3335c8b0-d00e-4a0d-b125-84f9ee2949c1","block_type":"box","text":"(as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund","page_number":21,"box":{"x":60,"y":82,"width":830,"height":12}},{"id":"b9778c1b-41b7-40ce-9e79-bed2f556ea3c","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":21,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"f607698b-02ef-48b2-b14b-cb43fe92b000","block_type":"box","text":"Derivatives User Exception”).","page_number":21,"box":{"x":60,"y":112,"width":200,"height":12}},{"id":"27eaec9c-a7ad-432d-943a-35e1d6090dc5","block_type":"box","text":"Repurchase Agreements.","page_number":21,"box":{"x":60,"y":138,"width":179,"height":13}},{"id":"73743a45-f5bb-4e9a-a9a3-1779f9691cfd","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":21,"box":{"x":248,"y":138,"width":495,"height":13}},{"id":"435f4a90-6a13-4a75-855e-cb973cd836a6","block_type":"box","text":"i.e.","page_number":21,"box":{"x":744,"y":139,"width":17,"height":9}},{"id":"ba8b013a-8a6a-4ee2-bc17-09c2f924e0bc","block_type":"box","text":", a Fund) acquires a","page_number":21,"box":{"x":764,"y":138,"width":135,"height":13}},{"id":"5fbd34fc-3ad7-4de0-ae82-4f44a98134bc","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":21,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"f2639d5e-6390-4f41-99ce-1d7348326dd8","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":21,"box":{"x":59,"y":169,"width":822,"height":12}},{"id":"af452b0f-69fd-4e02-be00-e44b944d32de","block_type":"box","text":"collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase","page_number":21,"box":{"x":59,"y":184,"width":828,"height":12}},{"id":"8e2f4429-aec9-4923-a8c2-519fca186e43","block_type":"box","text":"agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by a Fund but","page_number":21,"box":{"x":59,"y":199,"width":878,"height":12}},{"id":"c387780d-78b9-4519-a181-ed7deed75eb8","block_type":"box","text":"only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the seller,","page_number":21,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"355d90e6-aac0-4a45-8560-b52c0abd7313","block_type":"box","text":"the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.","page_number":21,"box":{"x":59,"y":229,"width":760,"height":12}},{"id":"9378ca29-ea5d-434a-a257-71c0aa65e8f2","block_type":"box","text":"In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by","page_number":21,"box":{"x":60,"y":256,"width":875,"height":12}},{"id":"e6d0fe26-4fad-490e-81f2-03d4f6b9a2fa","block_type":"box","text":"the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is","page_number":21,"box":{"x":59,"y":271,"width":841,"height":12}},{"id":"bcd577f0-98f9-4ff5-8890-e14c3fe80779","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":21,"box":{"x":59,"y":286,"width":811,"height":12}},{"id":"5ccc22b3-fcfc-43d9-a788-c5992499f2c1","block_type":"box","text":"sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within","page_number":21,"box":{"x":59,"y":301,"width":857,"height":12}},{"id":"25a66d9a-4553-44b5-845b-2dbd53181d45","block_type":"box","text":"seven days.","page_number":21,"box":{"x":59,"y":316,"width":79,"height":12}},{"id":"87c46da8-f211-4791-8a68-19af5ca1a2a1","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Funds,","page_number":21,"box":{"x":60,"y":343,"width":875,"height":12}},{"id":"042bb1c8-271e-410a-b73f-695ec9df0239","block_type":"box","text":"but are inherent in repurchase agreements. A Funds seek to minimize such risks, but because of the inherent legal","page_number":21,"box":{"x":60,"y":358,"width":796,"height":12}},{"id":"a62b2acd-9f14-4b6d-bb23-6b3e4a48b1ba","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":21,"box":{"x":60,"y":373,"width":872,"height":12}},{"id":"d39730a5-f109-42d7-a599-da084c344caa","block_type":"box","text":"a longer maturity may be subject to greater price fluctuations than higher quality collateral and collateral with a shorter","page_number":21,"box":{"x":59,"y":388,"width":836,"height":12}},{"id":"187d9346-1a93-4af1-9a22-2b2aad8a1457","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":21,"box":{"x":60,"y":403,"width":870,"height":12}},{"id":"74f048f2-b15a-4729-b806-6184c7793072","block_type":"box","text":"than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the","page_number":21,"box":{"x":59,"y":418,"width":840,"height":12}},{"id":"068fb4d7-68fd-4c42-bbb7-06f994954e6b","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":21,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"35fa1d84-c34c-40c8-91b4-f2cab1e1dfb9","block_type":"box","text":"i.e.","page_number":21,"box":{"x":905,"y":434,"width":18,"height":9}},{"id":"6a8f12e6-b7ab-4164-a3a9-d540d318d7e0","block_type":"box","text":",","page_number":21,"box":{"x":925,"y":441,"width":2,"height":4}},{"id":"c36c7733-c46f-4c4a-9f25-67fd5832a587","block_type":"box","text":"the position a Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":21,"box":{"x":59,"y":448,"width":814,"height":13}},{"id":"5da48217-0b4c-4730-a805-0e4b2700f237","block_type":"box","text":"securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a Fund would","page_number":21,"box":{"x":59,"y":463,"width":875,"height":13}},{"id":"06ea4755-7c3b-412c-82d0-06aa87341cac","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":21,"box":{"x":60,"y":479,"width":597,"height":12}},{"id":"a2f3b811-46e0-494f-b8b6-33de7e106059","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":21,"box":{"x":60,"y":505,"width":240,"height":12}},{"id":"9bdb0b2c-5d4a-4a48-af98-09af521af239","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":21,"box":{"x":309,"y":505,"width":578,"height":12}},{"id":"dc12b121-6428-4ebf-828c-6d9072739aa3","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":21,"box":{"x":60,"y":520,"width":838,"height":12}},{"id":"93cf9a15-71ce-4b98-889e-538e101170da","block_type":"box","text":"Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities","page_number":21,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"81a6f060-788e-405e-a6c1-ff999280ed2a","block_type":"box","text":"involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the","page_number":21,"box":{"x":60,"y":550,"width":840,"height":13}},{"id":"d21f58f3-bf6f-4c34-883e-a994fb3f19c3","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":21,"box":{"x":60,"y":566,"width":853,"height":12}},{"id":"efc6249c-d917-4fba-bcb7-34622d440095","block_type":"box","text":"earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same","page_number":21,"box":{"x":59,"y":581,"width":875,"height":12}},{"id":"711186a2-5cc1-43bf-b8b8-247d69a84839","block_type":"box","text":"amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required","page_number":21,"box":{"x":59,"y":596,"width":869,"height":12}},{"id":"e16e8f65-54ee-44b3-9b6b-23e599a8d25e","block_type":"box","text":"to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it","page_number":21,"box":{"x":59,"y":611,"width":878,"height":12}},{"id":"c2647391-6246-41f4-8b2f-d01387386509","block_type":"box","text":"will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the","page_number":21,"box":{"x":59,"y":626,"width":875,"height":12}},{"id":"21120e8e-cb44-492a-90b4-9ddde29c25bd","block_type":"box","text":"value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a","page_number":21,"box":{"x":59,"y":641,"width":845,"height":12}},{"id":"c078b488-4a7d-4c98-b601-6be7e5dddab5","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":21,"box":{"x":60,"y":656,"width":602,"height":13}},{"id":"c1fad8e3-a678-4ce8-beac-a5c820bd4b66","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar","page_number":21,"box":{"x":60,"y":683,"width":832,"height":12}},{"id":"78d6799a-c08d-4a37-8a71-f1e69e8dce14","block_type":"box","text":"financing transactions (","page_number":21,"box":{"x":59,"y":698,"width":165,"height":12}},{"id":"8c0fe368-c344-4a47-af71-8c13c4a69bd4","block_type":"box","text":"e.g.,","page_number":21,"box":{"x":225,"y":701,"width":27,"height":9}},{"id":"70e0bd01-cfa8-4100-8044-9b1de0bf3faa","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":21,"box":{"x":258,"y":698,"width":614,"height":12}},{"id":"0ffdb8dc-5f12-4519-8088-422cad4dbbdf","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that a Fund either (i)","page_number":21,"box":{"x":60,"y":713,"width":855,"height":12}},{"id":"de55ccbd-1b59-4cdf-bb09-c1d492a6468d","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":21,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"5fb674d3-8d44-492e-8e05-a75fd77d1e82","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":21,"box":{"x":60,"y":743,"width":556,"height":12}},{"id":"64552eea-6850-41dc-80ea-2853ea63bf19","block_type":"box","text":"Regulation Regarding Derivatives","page_number":21,"box":{"x":617,"y":743,"width":231,"height":12}},{"id":"ca92603a-e278-4959-b574-921bb3fd334a","block_type":"box","text":"” above.)","page_number":21,"box":{"x":849,"y":743,"width":61,"height":12}},{"id":"a8931228-ec00-41d1-a709-807b48337b92","block_type":"box","text":"Securities of Investment Companies.","page_number":21,"box":{"x":59,"y":770,"width":263,"height":12}},{"id":"f1e5fcbd-8dfb-4002-ae69-cf0d08cc42de","block_type":"box","text":"Each Fund may invest in the securities of other investment companies (including","page_number":21,"box":{"x":332,"y":770,"width":563,"height":12}},{"id":"34f0e79f-1a3a-4234-9617-6ce9d7e207b6","block_type":"box","text":"money market funds) to the extent permitted by law. Pursuant to the 1940 Act, a Fund’s investment in registered investment","page_number":21,"box":{"x":60,"y":785,"width":872,"height":12}},{"id":"12a9e54b-b495-498f-8499-2f6ee86749ac","block_type":"box","text":"companies is generally limited to, subject to certain exceptions: (i) 3% of the total outstanding voting stock of any one","page_number":21,"box":{"x":59,"y":800,"width":828,"height":12}},{"id":"757930b8-0698-4bab-b815-d0bf8585dabb","block_type":"box","text":"investment company; (ii) 5% of a Fund’s total assets with respect to any one investment company; and (iii) 10% of a Fund’s","page_number":21,"box":{"x":60,"y":815,"width":865,"height":12}},{"id":"bf478ac4-c3c3-419d-98bb-fd6d877324ca","block_type":"box","text":"total assets with respect to investment companies in the aggregate. Other investment companies in which a Fund may invest","page_number":21,"box":{"x":59,"y":830,"width":877,"height":12}},{"id":"e2ab62b2-7f4d-41e6-820d-7008e8f4b501","block_type":"box","text":"can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which","page_number":21,"box":{"x":59,"y":845,"width":833,"height":13}},{"id":"6b5b9776-c0bb-4276-95c0-11adb016a324","block_type":"box","text":"would be in addition to those incurred by the Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of","page_number":21,"box":{"x":59,"y":860,"width":830,"height":13}},{"id":"d644020f-fdc2-4934-9ac1-f0c4dc256391","block_type":"box","text":"9","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"fa0249b9-9230-4779-9c65-58425d0b3ec0","block_type":"box","text":"money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund","page_number":22,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"a1c3aa86-dfba-4249-a47d-c6cff1c0d39f","block_type":"box","text":"Fees and Expenses, which reflect a Fund’s","page_number":22,"box":{"x":60,"y":82,"width":291,"height":12}},{"id":"0e48a406-d6b2-475d-ac65-30897d35729f","block_type":"box","text":"pro rata","page_number":22,"box":{"x":355,"y":83,"width":56,"height":11}},{"id":"9fd676b5-8d9e-42e8-a6af-3412f05d90b9","block_type":"box","text":"share of the fees and expenses incurred by investing in other investment","page_number":22,"box":{"x":416,"y":82,"width":506,"height":12}},{"id":"d124367d-2c6a-4a08-9d68-2b9cafdb1808","block_type":"box","text":"companies (as disclosed in the Prospectus, as applicable).","page_number":22,"box":{"x":59,"y":97,"width":405,"height":12}},{"id":"27e090e6-89dc-4f92-873b-9d764073a50b","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":22,"box":{"x":59,"y":123,"width":385,"height":13}},{"id":"43c0559c-e3e4-403c-af92-ec1afb324138","block_type":"box","text":"Each Fund may invest in short-term instruments, including money","page_number":22,"box":{"x":454,"y":123,"width":464,"height":13}},{"id":"1db86836-96e5-47a0-98c5-b165aa456fe7","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":22,"box":{"x":60,"y":138,"width":858,"height":13}},{"id":"456f81c1-bf24-4460-9abe-7053b627ee51","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":22,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"c87e5342-2ce2-4c04-b1f2-2331ee09a85e","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":22,"box":{"x":60,"y":169,"width":813,"height":12}},{"id":"e654bf7d-2c91-42ee-8055-262530b57663","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":22,"box":{"x":60,"y":184,"width":839,"height":12}},{"id":"cb8027f8-4583-4b02-a20a-a782853f7d1f","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":22,"box":{"x":59,"y":199,"width":871,"height":12}},{"id":"372869e2-6c54-4c9c-977a-a3e7afbe88bb","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":22,"box":{"x":60,"y":214,"width":612,"height":12}},{"id":"fec941ce-9bad-4f23-9edc-7a8cd4f0bf13","block_type":"box","text":"®","page_number":22,"box":{"x":673,"y":212,"width":9,"height":6}},{"id":"44198ec9-0f18-4040-8d46-8eaaa8a0ba52","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":22,"box":{"x":688,"y":214,"width":213,"height":12}},{"id":"a580e60f-e138-43b5-87d1-8732c242be3e","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by Standard & Poor’s","page_number":22,"box":{"x":60,"y":229,"width":336,"height":12}},{"id":"0a157497-4802-4ab4-a58c-9c115f21f3cc","block_type":"box","text":"®","page_number":22,"box":{"x":397,"y":227,"width":9,"height":7}},{"id":"69885cc6-3f95-49b3-ae92-cd0b3f0cb87e","block_type":"box","text":"Financial Services LLC, a subsidiary of S&P Global, Inc. (S&P Global","page_number":22,"box":{"x":412,"y":229,"width":463,"height":12}},{"id":"a3133626-3cca-4e52-aa00-e9de599a699d","block_type":"box","text":"Ratings), or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":22,"box":{"x":60,"y":244,"width":800,"height":13}},{"id":"c3672f68-f95c-4ed7-a1ba-2fcc9611c370","block_type":"box","text":"e.g.","page_number":22,"box":{"x":862,"y":247,"width":22,"height":10}},{"id":"37ee8611-56e8-4ecb-a4a8-9ad959750ac3","block_type":"box","text":", bonds","page_number":22,"box":{"x":886,"y":244,"width":51,"height":12}},{"id":"81b85172-ed83-4f93-919c-1762651c049d","block_type":"box","text":"and debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been","page_number":22,"box":{"x":59,"y":259,"width":795,"height":13}},{"id":"22318d66-2965-4665-811d-af2f8b6f50df","block_type":"box","text":"determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act;","page_number":22,"box":{"x":59,"y":274,"width":857,"height":13}},{"id":"58929c14-bb4b-4ba0-9cd3-d1e9e7142c01","block_type":"box","text":"(vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S.","page_number":22,"box":{"x":60,"y":290,"width":830,"height":12}},{"id":"8148c972-3027-4a27-ae62-19af2bd0c8a1","block_type":"box","text":"branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by a","page_number":22,"box":{"x":60,"y":305,"width":836,"height":12}},{"id":"974d7bfa-021b-41d9-815b-99eaf3e6c320","block_type":"box","text":"Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable","page_number":22,"box":{"x":60,"y":320,"width":856,"height":12}},{"id":"706f675f-ddfa-4d57-aa7f-bb2f0e55dbfa","block_type":"box","text":"deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are","page_number":22,"box":{"x":59,"y":335,"width":849,"height":12}},{"id":"bb03d138-15fc-4469-a3f8-163dce087c7f","block_type":"box","text":"time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.","page_number":22,"box":{"x":59,"y":350,"width":755,"height":12}},{"id":"e13e9ddd-bdd6-47da-83d4-2e7df52dbaf9","block_type":"box","text":"Swap Agreements.","page_number":22,"box":{"x":59,"y":377,"width":134,"height":12}},{"id":"f2d01732-d62b-4bd3-a145-42ff84eddf18","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":22,"box":{"x":202,"y":377,"width":735,"height":12}},{"id":"5da3ad1c-9608-4e6e-9b67-6a153b1320fa","block_type":"box","text":"the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to","page_number":22,"box":{"x":59,"y":392,"width":850,"height":12}},{"id":"a8b37f2f-6b5e-474b-88d1-5156a3e39511","block_type":"box","text":"make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the","page_number":22,"box":{"x":60,"y":407,"width":843,"height":12}},{"id":"c30de829-ad51-4d35-8361-91f100306715","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with a Fund receiving","page_number":22,"box":{"x":60,"y":422,"width":869,"height":12}},{"id":"45ab14d5-835f-4847-8f1a-f52d426549bc","block_type":"box","text":"or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its","page_number":22,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"8ac97104-ccdb-42c7-a34b-9dde2d62ce3e","block_type":"box","text":"entitlements with respect to each swap is accrued on a daily basis.","page_number":22,"box":{"x":59,"y":452,"width":465,"height":12}},{"id":"e51f7c53-f071-4351-8733-e21cbf5cb7f7","block_type":"box","text":"Certain of the Funds may enter into swap agreements, including currency swaps, interest rate swaps and index swaps, or","page_number":22,"box":{"x":59,"y":479,"width":848,"height":12}},{"id":"d142a6dc-413d-4b49-a5fa-27e7ba90d7b5","block_type":"box","text":"total return swaps (some of which may be referred to as contracts for difference or “CFDs”). The use of swaps is a highly","page_number":22,"box":{"x":59,"y":494,"width":845,"height":12}},{"id":"56160cb8-dff5-4773-9822-504638b692ab","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":22,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"85aeb270-8d77-44ec-8b89-b9f30ba1288e","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":22,"box":{"x":59,"y":524,"width":821,"height":12}},{"id":"aa62f136-299a-4cd7-a43b-0f5a0d97bd1d","block_type":"box","text":"Tracking Stocks.","page_number":22,"box":{"x":58,"y":550,"width":119,"height":13}},{"id":"0d837ce3-1185-4676-8dcd-7d60e82ea635","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":22,"box":{"x":186,"y":550,"width":728,"height":13}},{"id":"73c8ae50-7b32-4f5f-a428-857a72b0f113","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":22,"box":{"x":59,"y":566,"width":870,"height":12}},{"id":"f4c9d1c9-cf0d-4c13-80f0-6f0052778eeb","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":22,"box":{"x":59,"y":581,"width":866,"height":12}},{"id":"b7d10abe-8260-4f8a-bc58-eb8c086da4c7","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":22,"box":{"x":60,"y":596,"width":851,"height":12}},{"id":"8750010a-2433-4c79-a848-c0f265571422","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":22,"box":{"x":59,"y":611,"width":396,"height":12}},{"id":"2d51b2a6-1946-47aa-a875-719a5fc11ac7","block_type":"box","text":"Future Developments.","page_number":22,"box":{"x":60,"y":637,"width":157,"height":13}},{"id":"9388fd16-7d71-4269-8905-14952bc6eeec","block_type":"box","text":"The Board may, in the future, authorize each Fund to invest in securities contracts and investments,","page_number":22,"box":{"x":226,"y":637,"width":694,"height":13}},{"id":"f7aefc18-0511-4fc9-87ec-9be7531f1e78","block_type":"box","text":"other than those listed in this SAI and in the applicable Prospectus, provided they are consistent with each Fund’s investment","page_number":22,"box":{"x":59,"y":652,"width":877,"height":13}},{"id":"a06c01c4-a923-4656-abcb-7b1ed7c04e8a","block_type":"box","text":"objective and do not violate any of its investment restrictions or policies.","page_number":22,"box":{"x":59,"y":668,"width":505,"height":12}},{"id":"a61b759b-b7d4-4912-a005-e3edbdc2e799","block_type":"box","text":"General Considerations and Risks","page_number":22,"box":{"x":60,"y":698,"width":559,"height":24}},{"id":"31a3f64d-7293-4187-976d-0b38860d3562","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in a Fund is contained in the applicable Prospectus.","page_number":22,"box":{"x":59,"y":739,"width":875,"height":13}},{"id":"809d097d-85e9-45c7-bf03-40df1bf996a6","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":22,"box":{"x":59,"y":766,"width":816,"height":12}},{"id":"842f7789-1636-4948-aa27-7a4f06ed9869","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of preferred","page_number":22,"box":{"x":59,"y":781,"width":876,"height":12}},{"id":"90745cd0-3560-4c11-a2a3-51132a6e8287","block_type":"box","text":"or common stocks in general, and other factors that affect the market. The order of the below risk factors does not indicate","page_number":22,"box":{"x":59,"y":796,"width":864,"height":12}},{"id":"ff07ad16-9ea8-441c-804a-9b51e4f19eff","block_type":"box","text":"the significance of any particular risk factor.","page_number":22,"box":{"x":59,"y":811,"width":304,"height":13}},{"id":"c8b4ebf3-33c0-4dab-b8d1-443ea7f340ee","block_type":"box","text":"Borrowing Risk.","page_number":22,"box":{"x":60,"y":838,"width":112,"height":12}},{"id":"70f816ff-02ec-4f49-84dc-819f2159b688","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on a Fund’s portfolio.","page_number":22,"box":{"x":182,"y":838,"width":711,"height":12}},{"id":"7609c58d-d1db-4e29-bf03-3761ef88c5b6","block_type":"box","text":"Borrowing will cause a Fund to incur interest expense and other fees. The costs of borrowing may reduce a Fund’s return.","page_number":22,"box":{"x":60,"y":853,"width":849,"height":12}},{"id":"cded2fed-8d8a-455d-8056-336a9023a2f8","block_type":"box","text":"Borrowing may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.","page_number":22,"box":{"x":60,"y":868,"width":831,"height":12}},{"id":"3a195f92-aa41-41ac-82b7-8db8a91b3839","block_type":"box","text":"10","page_number":22,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"cb987799-6dbd-4a03-9bcd-d30c8d137cef","block_type":"box","text":"Custody Risk.","page_number":23,"box":{"x":59,"y":67,"width":97,"height":12}},{"id":"9c2724ae-7ac9-4ada-933d-03a319cdc6f5","block_type":"box","text":"Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of","page_number":23,"box":{"x":165,"y":67,"width":742,"height":12}},{"id":"1d8a9a7b-fa14-4d27-836d-f3d4bb6aa5bc","block_type":"box","text":"securities, cash and other assets by local banks, agents and depositories. Low trading volumes and volatile prices in less","page_number":23,"box":{"x":59,"y":82,"width":838,"height":12}},{"id":"8a7cb115-89ee-4f53-ac00-560ded8520a8","block_type":"box","text":"developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to","page_number":23,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"30c6b48c-3719-4a22-a023-46448ede8478","block_type":"box","text":"hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to","page_number":23,"box":{"x":60,"y":112,"width":857,"height":12}},{"id":"90bff052-c80d-4255-a59e-f8ab3a07c9d7","block_type":"box","text":"the standards of care of their local markets, and thus may be subject to limited or no government oversight. Communications","page_number":23,"box":{"x":59,"y":127,"width":879,"height":12}},{"id":"1412b05d-16a4-4517-812d-4b16bc5cffa5","block_type":"box","text":"between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of","page_number":23,"box":{"x":60,"y":142,"width":854,"height":13}},{"id":"b4950d8c-9137-4b2f-8b1f-0ca761f8139b","block_type":"box","text":"security certificates. In general, the less developed a country’s securities market is, the greater the likelihood of custody","page_number":23,"box":{"x":59,"y":157,"width":834,"height":13}},{"id":"e35e0172-7758-40e5-b7c0-6ac6e1abc31c","block_type":"box","text":"problems. Practices in relation to the settlement of securities transactions in emerging markets involve higher risks than","page_number":23,"box":{"x":59,"y":172,"width":838,"height":13}},{"id":"f0d5ad76-b915-4555-9f0a-a23b26701958","block_type":"box","text":"those in developed markets, in part because of the use of brokers and counterparties that are often less well capitalized, and","page_number":23,"box":{"x":59,"y":188,"width":867,"height":12}},{"id":"62d331de-8809-4d39-9df2-683ac161a3fa","block_type":"box","text":"custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence or undue","page_number":23,"box":{"x":59,"y":203,"width":815,"height":12}},{"id":"36da179e-7d64-43e2-b2e8-19591a87b382","block_type":"box","text":"influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with","page_number":23,"box":{"x":60,"y":218,"width":845,"height":12}},{"id":"e9d868a5-cc24-4dbb-9fd5-3a3b070894a2","block_type":"box","text":"other factors, could result in ownership registration being lost. In addition, the laws of certain countries may put limits on a","page_number":23,"box":{"x":59,"y":233,"width":861,"height":12}},{"id":"7a84c0e2-6393-47ca-b0eb-2412550fdcaf","block_type":"box","text":"Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing","page_number":23,"box":{"x":60,"y":248,"width":851,"height":12}},{"id":"b2c32ea8-10fa-425b-8a62-934679254e9c","block_type":"box","text":"goes bankrupt. A Fund would absorb any loss resulting from such custody problems and may have no successful claim for","page_number":23,"box":{"x":59,"y":263,"width":858,"height":12}},{"id":"bc2125ec-6caf-4162-91d2-bd3d71206ca9","block_type":"box","text":"compensation.","page_number":23,"box":{"x":59,"y":279,"width":103,"height":12}},{"id":"20b0adcd-3fb5-4bfe-9fe2-636e7adbab9f","block_type":"box","text":"Dividend-Paying Stock Risk.","page_number":23,"box":{"x":60,"y":305,"width":201,"height":12}},{"id":"05efbf17-de6d-4893-a676-e523b51c8ffc","block_type":"box","text":"Investing in dividend-paying stocks involves the risk that such stocks may fall out of favor with","page_number":23,"box":{"x":271,"y":305,"width":659,"height":12}},{"id":"1b5acd75-722f-4543-ab39-a74753a72992","block_type":"box","text":"investors and underperform the broader market. Companies that issue dividend-paying stocks are not required to pay or","page_number":23,"box":{"x":60,"y":320,"width":842,"height":12}},{"id":"6975f615-08cc-4444-ae3c-8a62689c966c","block_type":"box","text":"continue paying dividends on such stocks. It is possible that issuers of the stocks held by a Fund will not declare dividends in","page_number":23,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"27e79f1d-4c43-4bdc-83e1-bb8c5a306e9f","block_type":"box","text":"the future or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or","page_number":23,"box":{"x":59,"y":350,"width":879,"height":12}},{"id":"c34d53f1-a05d-426f-a16a-ea68a0a64039","block_type":"box","text":"increases in the payment of dividends) in the future.","page_number":23,"box":{"x":60,"y":365,"width":363,"height":13}},{"id":"6211097b-c39d-4d40-b5d8-cee8f2233832","block_type":"box","text":"Illiquid Investments Risk.","page_number":23,"box":{"x":60,"y":392,"width":178,"height":12}},{"id":"a5f79328-ff28-48b3-be97-cfa796c8b60f","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":23,"box":{"x":247,"y":392,"width":651,"height":12}},{"id":"2a5860c9-8021-4325-bcfa-678335306cf5","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a","page_number":23,"box":{"x":59,"y":407,"width":856,"height":12}},{"id":"9be9069a-7da0-41eb-af60-52626afcb6d3","block_type":"box","text":"Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without","page_number":23,"box":{"x":60,"y":422,"width":859,"height":12}},{"id":"4ba8f606-21af-42c6-be7e-adbf5db17bee","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":23,"box":{"x":59,"y":437,"width":820,"height":12}},{"id":"76e45c5c-8d0e-4b0e-9d54-6689bc9a858e","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":23,"box":{"x":60,"y":452,"width":817,"height":12}},{"id":"1c72bab2-da3a-4127-a7bf-539d595b79f3","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be","page_number":23,"box":{"x":60,"y":467,"width":856,"height":13}},{"id":"8da8670a-cdf0-4565-8fd9-195b66b56262","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a","page_number":23,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"d337b628-7b61-432d-af51-d37a4306dfda","block_type":"box","text":"Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.","page_number":23,"box":{"x":60,"y":497,"width":790,"height":13}},{"id":"d69cfc1c-ad94-4cb8-b222-2031ad0ba1cc","block_type":"box","text":"Infectious Illness Risk.","page_number":23,"box":{"x":60,"y":524,"width":158,"height":10}},{"id":"b6eb4041-475f-4d80-84ce-efd1c20b633d","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":23,"box":{"x":227,"y":524,"width":708,"height":12}},{"id":"bc30939b-4b46-4c87-a3aa-ece5664921a6","block_type":"box","text":"the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that","page_number":23,"box":{"x":59,"y":539,"width":868,"height":12}},{"id":"d007c0d8-e6d3-4d45-a05a-1f7a54640a10","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":23,"box":{"x":59,"y":554,"width":872,"height":13}},{"id":"494ca552-3445-4701-acfd-304551db4601","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":23,"box":{"x":60,"y":569,"width":838,"height":13}},{"id":"1f5a0ae2-9aaf-4fa5-a08c-af2bb1e1ef03","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":23,"box":{"x":59,"y":584,"width":851,"height":13}},{"id":"0bae0240-1eff-4614-a609-585181a79675","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":23,"box":{"x":59,"y":600,"width":865,"height":12}},{"id":"4151149a-90c1-4f3c-b53f-76253155e01f","block_type":"box","text":"and economic risks in certain countries or globally. These impacts, which could adversely affect a Fund and its investments,","page_number":23,"box":{"x":59,"y":615,"width":864,"height":12}},{"id":"937ddd88-f965-49e9-b062-820d0a544ab6","block_type":"box","text":"could be present for an extended period of time.","page_number":23,"box":{"x":59,"y":630,"width":337,"height":12}},{"id":"49976e47-49a3-4c2e-b362-d224a1fd4118","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":23,"box":{"x":60,"y":656,"width":845,"height":13}},{"id":"cce30de3-1490-45ad-b0b0-4f909ef3943c","block_type":"box","text":"trading costs. Such events may adversely affect a Fund and its investments and may impact a Fund’s ability to purchase or","page_number":23,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"f639ce91-5909-48b8-9d51-7d569446d83c","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":23,"box":{"x":59,"y":686,"width":861,"height":13}},{"id":"804fff93-ca33-4932-8ee7-53163cef9f54","block_type":"box","text":"or discounts to a Fund’s NAV. Additionally, a Fund could be adversely impacted if an outbreak impairs the operations of its","page_number":23,"box":{"x":59,"y":702,"width":854,"height":12}},{"id":"5f88d7d0-bf06-404d-836f-5b3e21bd9782","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":23,"box":{"x":59,"y":717,"width":832,"height":12}},{"id":"ebfdb942-f18c-4e32-b037-35b5eefa1d87","block_type":"box","text":"disruptions with a variety of fiscal and monetary policy changes, such as changes in interest rates. A reversal of these","page_number":23,"box":{"x":59,"y":732,"width":820,"height":12}},{"id":"f68210b7-43a8-485d-97c8-585df4bf4fde","block_type":"box","text":"policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s","page_number":23,"box":{"x":59,"y":747,"width":846,"height":12}},{"id":"9a77339e-e34c-4a4d-8860-6763709c0ea3","block_type":"box","text":"investments.","page_number":23,"box":{"x":60,"y":763,"width":87,"height":9}},{"id":"a0f0354a-7ec1-4825-a66e-4d357b5447f2","block_type":"box","text":"Money Market Instruments Risk.","page_number":23,"box":{"x":59,"y":788,"width":235,"height":13}},{"id":"b2bf7219-9270-4c35-80b8-eeca28ae8f34","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":23,"box":{"x":302,"y":788,"width":629,"height":13}},{"id":"756c3fa4-3a54-4d23-941a-388b26d699de","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of a Fund’s assets is invested in money","page_number":23,"box":{"x":59,"y":804,"width":843,"height":12}},{"id":"ca1c53ca-ba34-4b92-97b5-c79982c3b567","block_type":"box","text":"market instruments, it may be more difficult for the Fund to achieve its investment objective. An investment in a money","page_number":23,"box":{"x":60,"y":819,"width":835,"height":12}},{"id":"3fcbdcc2-3d32-4f79-9cf9-eebd1a86bef2","block_type":"box","text":"market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is","page_number":23,"box":{"x":60,"y":834,"width":873,"height":12}},{"id":"4b86a1e2-4525-4ba3-8a05-5ec2aa2684c8","block_type":"box","text":"possible to lose money by investing in a money market fund. Money market funds other than U.S. government money market","page_number":23,"box":{"x":59,"y":849,"width":880,"height":12}},{"id":"7c38c156-08c3-40c6-9407-731bf08bef7b","block_type":"box","text":"funds and retail money market funds “float” their NAV instead of using a stable $1.00 per share price.","page_number":23,"box":{"x":59,"y":864,"width":708,"height":12}},{"id":"428f0b9c-68d4-411f-9c46-7ca83fdc1a75","block_type":"box","text":"11","page_number":23,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"a68ba759-9231-41c9-8921-fb13bee5facc","block_type":"box","text":"National Closed Market Trading Risk.","page_number":24,"box":{"x":60,"y":67,"width":265,"height":12}},{"id":"e4f3ce93-5a16-4d72-8571-b6ca67f1822c","block_type":"box","text":"To the extent that the underlying securities held by a Fund trade on foreign exchanges","page_number":24,"box":{"x":334,"y":67,"width":604,"height":12}},{"id":"ab900f0e-0ad3-483f-b28d-0252a1d17933","block_type":"box","text":"or in foreign markets that are closed when the securities exchange on which a Fund’s shares trade is open, there are likely to","page_number":24,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"11cb285e-6415-48e9-bfc7-782277365726","block_type":"box","text":"be deviations between the current price of such an underlying security and the last quoted price for the underlying security","page_number":24,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"defdaf19-43fa-4faa-b8fb-d493d03536bd","block_type":"box","text":"(","page_number":24,"box":{"x":60,"y":112,"width":4,"height":12}},{"id":"ca0f2791-82b5-4d9c-8465-18cc24b3e11e","block_type":"box","text":"i.e.","page_number":24,"box":{"x":65,"y":113,"width":18,"height":9}},{"id":"506d807e-a324-4f17-91a3-a642c97b88b5","block_type":"box","text":", a Fund’s quote from the closed foreign market). The impact of a closed foreign market on a Fund is likely to be greater","page_number":24,"box":{"x":85,"y":112,"width":836,"height":12}},{"id":"4f65b01b-a7a7-45b0-82b5-3aec9838b982","block_type":"box","text":"where a large portion of a Fund’s underlying securities and/or other assets trade on that closed foreign market or when the","page_number":24,"box":{"x":59,"y":127,"width":864,"height":12}},{"id":"8fbfe3b7-a5e8-4a7d-a964-b9080266ec65","block_type":"box","text":"foreign market is closed for unscheduled reasons. These deviations may result in premiums or discounts to a Fund’s NAV","page_number":24,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"1434bd47-557e-4d9b-93a2-b78741fe0def","block_type":"box","text":"that may be greater than those experienced by other ETFs.","page_number":24,"box":{"x":59,"y":157,"width":409,"height":13}},{"id":"5926a863-8778-4f0e-ab86-53ffce023b4d","block_type":"box","text":"Operational and Technology Risks.","page_number":24,"box":{"x":59,"y":184,"width":251,"height":12}},{"id":"d4ce7261-749d-4047-818a-72b995917adb","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":24,"box":{"x":318,"y":184,"width":594,"height":12}},{"id":"19bb5240-1836-42cd-a5d5-258611e69330","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":24,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"40ad838c-0865-4bc7-b2ab-6130492549af","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":24,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"f02816dc-b7ca-4f63-8652-798c11631770","block_type":"box","text":"for the Fund and its shareholders or impair the Fund’s operations. These entities include, but are not limited to, a Fund’s","page_number":24,"box":{"x":59,"y":229,"width":839,"height":12}},{"id":"5ed3c8e2-7a95-4d2f-8ce0-e455bf69ee74","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":24,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"0e35c52f-4c3e-44c9-9c9d-160eea6dfaa8","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":24,"box":{"x":59,"y":259,"width":853,"height":13}},{"id":"0fb97054-36c1-4cee-b7d7-a01406be54be","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":24,"box":{"x":59,"y":274,"width":859,"height":13}},{"id":"9df3524d-b057-4841-bb85-d157ed802965","block_type":"box","text":"invests could also result in material adverse consequences for such issuers and may cause the Fund’s investments in such","page_number":24,"box":{"x":60,"y":290,"width":852,"height":12}},{"id":"9c83b9ca-2aad-42e1-ba71-128472c0cf53","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":24,"box":{"x":60,"y":305,"width":770,"height":12}},{"id":"733fa2e4-c6a1-4a05-92c2-18eefe03a394","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":24,"box":{"x":59,"y":331,"width":863,"height":13}},{"id":"eed5a69c-a52d-4d1e-9796-f259a729914a","block_type":"box","text":"the Fund or any of its service providers. They include, but are not limited to, gaining unauthorized access to systems,","page_number":24,"box":{"x":59,"y":346,"width":815,"height":13}},{"id":"dec45016-c882-4717-9236-a2a8e5c30457","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":24,"box":{"x":60,"y":361,"width":807,"height":13}},{"id":"1a51285b-7ac9-468f-9a5b-a230569850b1","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":24,"box":{"x":59,"y":377,"width":863,"height":12}},{"id":"452d02ac-ee7f-4916-9fa8-e5cf832f0832","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":24,"box":{"x":59,"y":392,"width":798,"height":12}},{"id":"93a9e52c-1847-48ae-9ca8-98cfd17ec0ae","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":24,"box":{"x":60,"y":407,"width":815,"height":12}},{"id":"d0f80a99-a3e6-4c89-a61b-ea8b27fe3e0e","block_type":"box","text":"submission of erroneous trades by a Fund or erroneous subscription or redemption orders; the inability of a Fund or its","page_number":24,"box":{"x":59,"y":422,"width":831,"height":12}},{"id":"7bbefe71-c7ff-4c37-b859-60f8ed54ea91","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":24,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"9e6c4893-7fdb-4e5f-a27f-b142c49133b0","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":24,"box":{"x":59,"y":452,"width":876,"height":12}},{"id":"9d1ba597-2c23-400b-a0c6-109387ec72bb","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":24,"box":{"x":60,"y":467,"width":857,"height":13}},{"id":"2f1ac7c9-8246-4f98-b1e8-2f341f5ff565","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":24,"box":{"x":60,"y":482,"width":863,"height":13}},{"id":"89d0b78d-758f-4e22-8f8b-616575a75248","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":24,"box":{"x":59,"y":497,"width":872,"height":13}},{"id":"77fe3ef0-29e4-4ebc-8597-4da24b9d2f7e","block_type":"box","text":"Fund or its service providers, as well as market events that occur at a pace that overloads these systems, may also disrupt","page_number":24,"box":{"x":60,"y":513,"width":849,"height":12}},{"id":"a97ba8c2-a908-45f0-b72d-49f037e3e7f0","block_type":"box","text":"business operations or impact critical data. In addition, the risks of increased use of AI technologies, such as machine","page_number":24,"box":{"x":60,"y":528,"width":821,"height":12}},{"id":"bf37302b-5356-4882-af62-9b34edc1edf5","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":24,"box":{"x":60,"y":543,"width":863,"height":12}},{"id":"82ec068b-f070-4177-b359-071b5b3566f2","block_type":"box","text":"the collection and analysis of large amounts of data, may incorporate biased or inaccurate data, and it is not possible or","page_number":24,"box":{"x":59,"y":558,"width":838,"height":12}},{"id":"010ab3e1-45ab-45e2-ba3d-e78d72ecdce6","block_type":"box","text":"practicable to incorporate all relevant data into such technologies. The output or results of any such AI technologies may","page_number":24,"box":{"x":59,"y":573,"width":847,"height":12}},{"id":"01fc4b39-c4bb-4bb8-b7e3-14f45233c327","block_type":"box","text":"therefore be incomplete, erroneous, distorted or misleading. Further, AI tools may lack transparency as to how data is utilized","page_number":24,"box":{"x":59,"y":588,"width":875,"height":13}},{"id":"0b860627-46ce-4de0-a95a-d59cf1b89e5c","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":24,"box":{"x":59,"y":603,"width":798,"height":13}},{"id":"e34c62d0-6bc9-4d4b-b430-7a1be4b36b41","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":24,"box":{"x":60,"y":618,"width":807,"height":13}},{"id":"b9412b16-166b-4d48-8af2-aff85174bb7c","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":24,"box":{"x":59,"y":634,"width":832,"height":12}},{"id":"ba3ca73e-a6f0-4ab9-bd46-ae949713131b","block_type":"box","text":"frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI","page_number":24,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"8ba90d52-9215-4793-8f51-3297c081a343","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":24,"box":{"x":59,"y":664,"width":381,"height":12}},{"id":"f2fb312e-6e29-413d-bd08-0c2492ba0627","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":24,"box":{"x":59,"y":690,"width":846,"height":13}},{"id":"5697b307-8ad8-4799-80a2-1aac58ed90d6","block_type":"box","text":"management policies and procedures, their methods of risk management may differ from those of the Fund in the setting of","page_number":24,"box":{"x":60,"y":705,"width":872,"height":13}},{"id":"16299e44-0ee6-4624-b2c7-7658802fc57c","block_type":"box","text":"priorities, the personnel and resources available or the effectiveness of relevant controls. Each Fund and its adviser seek to","page_number":24,"box":{"x":59,"y":720,"width":853,"height":13}},{"id":"d924dcf1-43bf-4d1f-98de-f17d3b5ebde6","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":24,"box":{"x":60,"y":736,"width":836,"height":12}},{"id":"5beacb26-f653-455e-ad14-3b2006843be7","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":24,"box":{"x":60,"y":751,"width":828,"height":12}},{"id":"53ed7f4d-6df1-44e9-8e1a-1731bab860ba","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":24,"box":{"x":59,"y":766,"width":862,"height":12}},{"id":"77ac65aa-e4b2-4f14-bbba-e6e22932cd6a","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":24,"box":{"x":60,"y":781,"width":864,"height":12}},{"id":"d2f68740-33fc-475c-8e9d-7baf078cf549","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":24,"box":{"x":59,"y":796,"width":824,"height":12}},{"id":"d00c6cfc-2cb6-41e8-95a8-eb182740e36d","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":24,"box":{"x":60,"y":811,"width":868,"height":13}},{"id":"7042f88a-8ace-4f5e-b758-282919d7917b","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":24,"box":{"x":59,"y":826,"width":661,"height":13}},{"id":"3504eec0-e21a-451f-b3f1-d22dce84d307","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":24,"box":{"x":60,"y":853,"width":858,"height":12}},{"id":"88bd99d4-d52e-46a9-8feb-6ba2cedcd27f","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":24,"box":{"x":59,"y":868,"width":852,"height":12}},{"id":"f7240982-2804-4663-a2e4-909721bc8ce9","block_type":"box","text":"12","page_number":24,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"241b866d-286d-4ce4-8964-474e88abe45a","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":25,"box":{"x":59,"y":67,"width":807,"height":12}},{"id":"c6a2d049-ad16-4b44-b323-0c6681047b8e","block_type":"box","text":"implement required changes.","page_number":25,"box":{"x":60,"y":82,"width":203,"height":12}},{"id":"79ae3163-1e32-4bc5-a6b9-08e1137d6c1b","block_type":"box","text":"Risk of Derivatives.","page_number":25,"box":{"x":60,"y":108,"width":135,"height":10}},{"id":"a40530ef-851f-468c-9514-0283667dc814","block_type":"box","text":"A derivative is a financial contract, the value of which depends on, or is derived from, the value of an","page_number":25,"box":{"x":204,"y":108,"width":700,"height":13}},{"id":"05b411c0-8398-43d0-9247-000f8615177f","block_type":"box","text":"underlying asset, such as a security, a commodity (such as gold or silver), a currency or an index (a measure of value or rates,","page_number":25,"box":{"x":60,"y":123,"width":877,"height":13}},{"id":"7b966ed0-7fda-476c-8295-41f0fb98c08e","block_type":"box","text":"such as the S&P 500","page_number":25,"box":{"x":59,"y":138,"width":143,"height":10}},{"id":"48b9d845-e77a-4d21-a1b4-43c695560826","block_type":"box","text":"®","page_number":25,"box":{"x":203,"y":137,"width":9,"height":6}},{"id":"479007de-b8cd-45bb-988a-52b822ca6c9a","block_type":"box","text":"or the prime lending rate). A Fund may invest in futures contracts, securities options, CFDs and other","page_number":25,"box":{"x":217,"y":138,"width":708,"height":13}},{"id":"9661cc9c-a587-457e-b2ef-96888654d546","block_type":"box","text":"derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in","page_number":25,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"6ae82617-e83f-423e-bc4b-1d92cc43e4e8","block_type":"box","text":"market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional","page_number":25,"box":{"x":60,"y":169,"width":813,"height":12}},{"id":"6c6a4a47-7355-41eb-83ac-bb6ba6d54b80","block_type":"box","text":"securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not","page_number":25,"box":{"x":59,"y":184,"width":852,"height":12}},{"id":"c27538fb-6eff-42c1-a24f-2084dd8ad686","block_type":"box","text":"fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":25,"box":{"x":59,"y":199,"width":615,"height":12}},{"id":"a57c4dbc-50a8-4f6a-bae7-409747f353f1","block_type":"box","text":"When a derivative is used as a hedge against a position that a Fund holds or is committed to purchase, any loss generated by","page_number":25,"box":{"x":59,"y":225,"width":875,"height":13}},{"id":"77d2c6b4-054a-4f1a-844d-9933aa881043","block_type":"box","text":"the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can","page_number":25,"box":{"x":59,"y":240,"width":866,"height":13}},{"id":"bbe60a3b-0c03-42e0-852f-6820574c0030","block_type":"box","text":"reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are not","page_number":25,"box":{"x":60,"y":256,"width":851,"height":12}},{"id":"95de1aa8-6f10-4e15-bf1a-a3d81d5693ac","block_type":"box","text":"offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject to","page_number":25,"box":{"x":59,"y":271,"width":863,"height":12}},{"id":"a66e90b2-dbee-4bb9-a0e6-75aa87cf6d79","block_type":"box","text":"imperfect matching between the derivative and the underlying security, and there can be no assurance that a Fund’s hedging","page_number":25,"box":{"x":60,"y":286,"width":874,"height":12}},{"id":"3c287edd-fe76-488c-9271-d08610950573","block_type":"box","text":"transactions, which entail additional transaction costs, will be effective.","page_number":25,"box":{"x":59,"y":301,"width":496,"height":11}},{"id":"d148d6f9-2b11-405e-8f36-f057468b7eaf","block_type":"box","text":"Risk of Equity Securities.","page_number":25,"box":{"x":60,"y":327,"width":175,"height":13}},{"id":"957fcc60-db17-46da-95d6-d961deb86cae","block_type":"box","text":"An investment in a Fund should be made with an understanding of the risks inherent in an","page_number":25,"box":{"x":244,"y":327,"width":633,"height":13}},{"id":"e091319a-18da-4294-9499-2e346b2a47a4","block_type":"box","text":"investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the","page_number":25,"box":{"x":60,"y":343,"width":843,"height":12}},{"id":"d2d60f70-0a93-46a7-bf5a-52392fee301f","block_type":"box","text":"general condition of stock markets may deteriorate (either of which may cause a decrease in the value of the portfolio","page_number":25,"box":{"x":59,"y":358,"width":825,"height":12}},{"id":"2c553844-1683-4182-8f8e-3ba2d2a20c7b","block_type":"box","text":"securities and thus in the value of shares of the Fund). Common stocks are susceptible to general stock market fluctuations","page_number":25,"box":{"x":59,"y":373,"width":865,"height":12}},{"id":"18724653-e816-488e-9952-838db05b2b87","block_type":"box","text":"and to increases and decreases in value as market confidence and perceptions of their issuers change. These investor","page_number":25,"box":{"x":59,"y":388,"width":822,"height":12}},{"id":"acdeeed3-d6da-4a2a-9b38-8009d25d1cb3","block_type":"box","text":"perceptions are based on various and unpredictable factors, including expectations regarding government, economic,","page_number":25,"box":{"x":59,"y":403,"width":824,"height":12}},{"id":"3726927e-d3ce-4ab2-9747-31ac03dd2237","block_type":"box","text":"monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,","page_number":25,"box":{"x":60,"y":418,"width":866,"height":12}},{"id":"06d0b100-5949-4823-92a8-a297432eeb11","block_type":"box","text":"economic or banking crises. Common stocks may experience extreme price volatility due to actions taken by particular","page_number":25,"box":{"x":59,"y":433,"width":832,"height":13}},{"id":"f7f15465-26af-4a7a-92e2-27301e050a35","block_type":"box","text":"investors or groups of investors (for example, retail investors influenced by social media activity or other media coverage or","page_number":25,"box":{"x":60,"y":448,"width":861,"height":13}},{"id":"6f4bca5a-cec8-421b-9f66-3632853f3b2c","block_type":"box","text":"significant “short” positions taken by institutional investors).","page_number":25,"box":{"x":59,"y":463,"width":423,"height":13}},{"id":"531eed0e-46de-4937-b572-90e00c94cfc1","block_type":"box","text":"Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common","page_number":25,"box":{"x":60,"y":490,"width":811,"height":12}},{"id":"7ee15798-95ba-4488-a7ee-bf8a1148a101","block_type":"box","text":"stockholders generally have rights to receive payments from stock issuers that are inferior to the rights of creditors, or","page_number":25,"box":{"x":59,"y":505,"width":826,"height":12}},{"id":"a350dd1b-a107-4f2a-88c6-59d5ccc86b7c","block_type":"box","text":"holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount","page_number":25,"box":{"x":60,"y":520,"width":871,"height":12}},{"id":"5677527d-63bf-4555-ab4c-e3c133289b22","block_type":"box","text":"payable at maturity (the value of which, however, is subject to market fluctuations prior to maturity), or preferred stocks,","page_number":25,"box":{"x":59,"y":535,"width":844,"height":13}},{"id":"db63c086-4f2f-4563-b252-3d52834b6959","block_type":"box","text":"which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions,","page_number":25,"box":{"x":59,"y":550,"width":834,"height":13}},{"id":"884cdca7-eef6-47e1-bfbe-14410337bb17","block_type":"box","text":"common stocks have neither a fixed principal amount nor a maturity date. In addition, issuers may, in times of distress or at","page_number":25,"box":{"x":59,"y":566,"width":865,"height":12}},{"id":"3dd193bf-45a9-4320-a01c-e71e377d343e","block_type":"box","text":"their own discretion, decide to reduce or eliminate dividends, which may also cause their stock price to decline.","page_number":25,"box":{"x":59,"y":581,"width":778,"height":12}},{"id":"3731b2a3-90d0-4ac5-9145-26b3d0c168ac","block_type":"box","text":"The iShares Preferred and Income Securities ETF invests a significant portion of its assets in preferred stock, although all of","page_number":25,"box":{"x":59,"y":607,"width":860,"height":12}},{"id":"1a992869-feb5-497a-890f-184da1ea34c5","block_type":"box","text":"the Funds may invest in preferred stock. A Fund that invests in preferred stock may be exposed to certain risks not typically","page_number":25,"box":{"x":59,"y":622,"width":862,"height":13}},{"id":"88145a53-0250-45b9-84af-bca90acfdac8","block_type":"box","text":"encountered by investing in common stock. Many preferred stocks pay dividends at a fixed rate, therefore, a preferred stock’s","page_number":25,"box":{"x":59,"y":637,"width":876,"height":13}},{"id":"1f4b2400-ba2a-4936-a0de-4d3aacab1552","block_type":"box","text":"market price may be sensitive to changes in interest rates in a manner similar to bonds — that is, as interest rates rise, the","page_number":25,"box":{"x":60,"y":652,"width":852,"height":13}},{"id":"425bc3ea-6179-40d2-ac02-e28fbc1b4990","block_type":"box","text":"value of the preferred stock is likely to decline. Many preferred stocks also allow holders to convert the preferred stock into","page_number":25,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"c61316f8-6af0-4efd-8b74-c82983aafadc","block_type":"box","text":"common stock of the issuer; the market price of such preferred stocks may be sensitive to changes in the value of the","page_number":25,"box":{"x":59,"y":683,"width":823,"height":12}},{"id":"e1c7319e-c68e-468b-9b08-d198220ddd94","block_type":"box","text":"issuer’s common stock. In addition, the ability of an issuer of preferred stock to pay dividends may deteriorate or the issuer","page_number":25,"box":{"x":60,"y":698,"width":859,"height":12}},{"id":"98a2fe30-f9ba-44d6-8a95-ba5f287fbd8c","block_type":"box","text":"may default (","page_number":25,"box":{"x":60,"y":713,"width":91,"height":12}},{"id":"4352806a-42a0-4afb-9252-505bdffdb4df","block_type":"box","text":"i.e.","page_number":25,"box":{"x":152,"y":714,"width":18,"height":9}},{"id":"9e8612e9-006d-47c3-84bf-3250028bbfd1","block_type":"box","text":", fail to make scheduled dividend payments on the preferred stock or scheduled interest payments on other","page_number":25,"box":{"x":172,"y":713,"width":750,"height":12}},{"id":"64172bed-b447-4d5c-a30b-25659c5980d8","block_type":"box","text":"obligations of the issuer), which would negatively affect the value of any such holding. Dividend payments on a preferred","page_number":25,"box":{"x":59,"y":728,"width":846,"height":12}},{"id":"70b2fd66-42bf-48ee-8992-bbe219b24e60","block_type":"box","text":"stock typically must be declared by the issuer’s board of directors. An issuer’s board of directors is generally not under any","page_number":25,"box":{"x":59,"y":743,"width":856,"height":12}},{"id":"fd8d2aca-f28e-4c31-8dee-2a9035804471","block_type":"box","text":"obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on preferred","page_number":25,"box":{"x":59,"y":758,"width":840,"height":13}},{"id":"8b5a3b13-3366-4ca1-a5ce-7d03a505ae7b","block_type":"box","text":"stock at any time. Preferred stock is also subject to market volatility and the price of preferred stock will fluctuate based on","page_number":25,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"5ae31868-e92c-4b7d-8fa7-c7550d2c1dda","block_type":"box","text":"market demand. Preferred stock often has a call feature which allows the issuer to redeem the security at its discretion.","page_number":25,"box":{"x":60,"y":788,"width":832,"height":13}},{"id":"6da00e49-9c70-499b-96b1-a8bae12ef933","block_type":"box","text":"Therefore, preferred stocks having a higher than average yield may be called by the issuer, which may cause a decrease in the","page_number":25,"box":{"x":59,"y":804,"width":876,"height":12}},{"id":"d452f85b-aefc-47dd-ac74-506184c4101d","block_type":"box","text":"yield of a Fund that invested in the preferred stock.","page_number":25,"box":{"x":59,"y":819,"width":354,"height":12}},{"id":"5a9fae86-802a-47b8-822b-60917da380b3","block_type":"box","text":"From time to time, a Fund may invest in shares of companies through initial public offerings (“IPOs”). Securities issued in","page_number":25,"box":{"x":60,"y":845,"width":845,"height":13}},{"id":"0615f72a-0432-4f28-b054-7dd8f72d3969","block_type":"box","text":"IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in","page_number":25,"box":{"x":60,"y":860,"width":870,"height":13}},{"id":"1290e000-eb40-4142-ae86-5cd149bad0ce","block_type":"box","text":"13","page_number":25,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"e935d310-df43-415f-8c3b-1b0fa27bc17b","block_type":"box","text":"IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the","page_number":26,"box":{"x":60,"y":67,"width":869,"height":12}},{"id":"48a92860-3840-4538-99ba-336da0e4adbb","block_type":"box","text":"prices of securities sold in IPOs may be highly volatile or may decline shortly after the initial public offering.","page_number":26,"box":{"x":59,"y":82,"width":747,"height":12}},{"id":"0886b298-4fac-4f29-922d-b46440efec20","block_type":"box","text":"Although most of the securities in each Underlying Index are listed on a securities exchange, the principal trading market for","page_number":26,"box":{"x":59,"y":108,"width":871,"height":13}},{"id":"48a9ee3a-0675-49f0-a455-cd73ee015723","block_type":"box","text":"some of the securities may be in the OTC market. The existence of a liquid trading market for certain securities may depend","page_number":26,"box":{"x":59,"y":123,"width":865,"height":13}},{"id":"e3e2a909-0d82-44a4-b55e-4c6eb79a0f2a","block_type":"box","text":"on whether dealers will make a market in such securities. There can be no assurance that a market will be made or","page_number":26,"box":{"x":59,"y":138,"width":803,"height":10}},{"id":"9202b11f-6e38-49f5-a01d-7c8408c8def2","block_type":"box","text":"maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a","page_number":26,"box":{"x":60,"y":154,"width":839,"height":12}},{"id":"b7e7b776-f976-4eec-8d8b-c63f97df7df4","block_type":"box","text":"Fund’s shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if","page_number":26,"box":{"x":60,"y":169,"width":824,"height":12}},{"id":"bb005d14-db21-4824-9730-96ed444942f3","block_type":"box","text":"bid/ask spreads are wide.","page_number":26,"box":{"x":60,"y":184,"width":178,"height":12}},{"id":"a7d5fabe-8209-4212-8d88-3d9e3d7d9b4c","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":26,"box":{"x":60,"y":210,"width":381,"height":13}},{"id":"2a95f234-26ea-402d-bfec-44d986d69a3a","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":26,"box":{"x":450,"y":210,"width":433,"height":13}},{"id":"d9428b58-da61-4680-84af-c06f65ccd2fd","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":26,"box":{"x":59,"y":225,"width":859,"height":13}},{"id":"6bd5fad7-dc33-453d-b55f-975dcb1a2a64","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While each Fund plans to utilize futures","page_number":26,"box":{"x":59,"y":240,"width":829,"height":13}},{"id":"9d24ab52-9ff5-4f11-8a9d-b0ee058bd79a","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":26,"box":{"x":59,"y":256,"width":821,"height":12}},{"id":"5c0cc9a6-ad66-46bc-b8b3-ba650a6640fd","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":26,"box":{"x":59,"y":271,"width":821,"height":12}},{"id":"0392850e-344f-44fb-b8a5-0514cd85ca43","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":26,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"05266e2d-7309-4d7d-a97e-7fbdeef86985","block_type":"box","text":"a Fund’s Underlying Index. In the event of adverse price movements, a Fund would continue to be required to make daily","page_number":26,"box":{"x":59,"y":301,"width":845,"height":12}},{"id":"11e96c99-3f62-4d63-a341-16d8fe73563d","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio","page_number":26,"box":{"x":59,"y":316,"width":872,"height":12}},{"id":"b75f9e08-aa66-49de-affe-67b543e2bf2d","block_type":"box","text":"securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be","page_number":26,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"63e2a552-4e02-4c22-8f3c-42fae64150ec","block_type":"box","text":"required to deliver the instruments underlying the futures contracts it has sold.","page_number":26,"box":{"x":60,"y":346,"width":550,"height":13}},{"id":"3968a03d-59fe-468c-bf4e-b45aea98fd70","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":26,"box":{"x":59,"y":373,"width":623,"height":12}},{"id":"2c614463-c044-4164-92bb-0496897e605d","block_type":"box","text":"e.g.","page_number":26,"box":{"x":683,"y":376,"width":23,"height":9}},{"id":"2440e164-1daa-4635-9cd4-70be58256024","block_type":"box","text":", selling uncovered stock index","page_number":26,"box":{"x":708,"y":373,"width":214,"height":12}},{"id":"08e91c0d-3028-41e4-b6cf-e3394f3ca9cc","block_type":"box","text":"futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts in this way. The risk of","page_number":26,"box":{"x":59,"y":388,"width":875,"height":12}},{"id":"ad78b0b5-9036-470d-a14b-7ebd4cc2c187","block_type":"box","text":"a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":26,"box":{"x":59,"y":403,"width":833,"height":12}},{"id":"89b9a5c6-213d-4269-acbd-f73290ff88d5","block_type":"box","text":"relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor","page_number":26,"box":{"x":60,"y":418,"width":842,"height":12}},{"id":"7d374c1f-205c-41c0-b657-280c499c1123","block_type":"box","text":"relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a","page_number":26,"box":{"x":60,"y":433,"width":832,"height":13}},{"id":"6cff2be0-6462-4975-b68c-b6cf3483178a","block_type":"box","text":"manner designed to limit their risk exposure to levels comparable to a direct investment in the types of stocks in which they","page_number":26,"box":{"x":60,"y":448,"width":866,"height":13}},{"id":"a46e846f-21ff-4e93-97cd-85304da915b0","block_type":"box","text":"invest.","page_number":26,"box":{"x":60,"y":464,"width":42,"height":9}},{"id":"1494fc8a-7e36-49ff-b956-46b8594054ea","block_type":"box","text":"Utilization of futures and options on futures by a Fund involves the risk of imperfect or even negative correlation to its","page_number":26,"box":{"x":60,"y":490,"width":821,"height":12}},{"id":"919d33d2-eff7-4c03-b8f3-ef4b65181a1a","block_type":"box","text":"Underlying Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss of","page_number":26,"box":{"x":60,"y":505,"width":879,"height":12}},{"id":"a89e005a-8375-40ec-8626-9bf8cb2d8e54","block_type":"box","text":"margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or","page_number":26,"box":{"x":60,"y":520,"width":847,"height":12}},{"id":"5961d3b0-609f-4529-ab1c-2f070529d087","block_type":"box","text":"option. The purchase of put or call options will be based upon predictions by BFA as to anticipated trends, which predictions","page_number":26,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"d0819d24-1a41-4832-9e49-8945f7c2f657","block_type":"box","text":"could prove to be incorrect.","page_number":26,"box":{"x":59,"y":550,"width":191,"height":13}},{"id":"5d45d341-00e3-4423-ad09-a80eed13f19a","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":26,"box":{"x":60,"y":577,"width":809,"height":12}},{"id":"98236c9a-8a67-4475-a0c0-8bc4ca238965","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":26,"box":{"x":60,"y":592,"width":844,"height":12}},{"id":"c5c94c5a-f558-4730-b4c7-b4eb8f9cc15e","block_type":"box","text":"futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily","page_number":26,"box":{"x":59,"y":607,"width":863,"height":12}},{"id":"e21ced6e-3eb3-43e2-8e08-b9ca112974c9","block_type":"box","text":"limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the","page_number":26,"box":{"x":60,"y":622,"width":815,"height":13}},{"id":"82dba0e3-1e70-4fd3-b390-6401ae33b2d0","block_type":"box","text":"previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of","page_number":26,"box":{"x":59,"y":637,"width":859,"height":13}},{"id":"9dfef49b-6c65-4b5e-a316-de50238ae277","block_type":"box","text":"contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could","page_number":26,"box":{"x":59,"y":652,"width":840,"height":13}},{"id":"b9fc1932-ce96-418b-84e5-fcad6fbff412","block_type":"box","text":"move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of","page_number":26,"box":{"x":60,"y":668,"width":869,"height":12}},{"id":"aa507926-af42-488c-971b-d7cbbebbae13","block_type":"box","text":"futures positions and subjecting each Fund to substantial losses. In the event of adverse price movements, each Fund would","page_number":26,"box":{"x":59,"y":683,"width":870,"height":12}},{"id":"11a66be1-0fc1-4119-bd77-4937302f323e","block_type":"box","text":"be required to make daily cash payments of variation margin.","page_number":26,"box":{"x":60,"y":698,"width":426,"height":12}},{"id":"5d7f2e54-6430-46ed-9edd-e104fd1937e2","block_type":"box","text":"Risk of Investing in Non-U.S. Equity Securities.","page_number":26,"box":{"x":60,"y":724,"width":331,"height":13}},{"id":"7816386f-77b3-4642-b7a3-c39d8eb7156d","block_type":"box","text":"An investment in any of the Funds that invest, directly or indirectly, in non","page_number":26,"box":{"x":400,"y":724,"width":521,"height":13}},{"id":"aaf8828e-1997-4eed-9644-4a8ee8faffc8","block_type":"box","text":"U.S. equity securities involves risks similar to those of investing in portfolios of equity securities traded on non-U.S.","page_number":26,"box":{"x":60,"y":739,"width":799,"height":13}},{"id":"77e1ddfc-ecc7-487e-a8a1-1e9441a8ada9","block_type":"box","text":"exchanges. These risks include market fluctuations caused by such factors as economic and political developments in those","page_number":26,"box":{"x":59,"y":754,"width":868,"height":13}},{"id":"28cd255b-069c-48d2-ab30-6d8632c1649c","block_type":"box","text":"foreign countries, changes in interest rates and perceived trends in stock prices. Investing in securities issued by issuers","page_number":26,"box":{"x":59,"y":770,"width":834,"height":12}},{"id":"f3c6b764-8b64-4ade-b336-8ff60ebc8a3b","block_type":"box","text":"domiciled in countries other than the domicile of the investor and denominated in currencies other than an investor’s local","page_number":26,"box":{"x":59,"y":785,"width":857,"height":9}},{"id":"4b647235-47d2-4290-92da-2adfabe0459c","block_type":"box","text":"currency entails certain considerations and risks not typically encountered by the investor in making investments in its home","page_number":26,"box":{"x":59,"y":800,"width":873,"height":12}},{"id":"09218e32-39aa-4540-b681-6fb7967f4ca3","block_type":"box","text":"country and in that country’s currency. These considerations include favorable or unfavorable changes in interest rates,","page_number":26,"box":{"x":59,"y":815,"width":833,"height":12}},{"id":"8a509e8f-b4ee-418d-bfa4-acb9c7fbdf35","block_type":"box","text":"currency exchange rates, exchange control regulations and the costs that may be incurred in connection with conversions","page_number":26,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"2842bf59-c571-4cee-8964-c80ebc4c74fd","block_type":"box","text":"between various currencies. Investing in any of these Funds also involves certain risks and considerations not typically","page_number":26,"box":{"x":60,"y":845,"width":825,"height":13}},{"id":"04070cb2-cd5b-4bec-93db-a15a797edabb","block_type":"box","text":"associated with investing in a fund whose portfolio contains exclusively securities of U.S. issuers. These risks include","page_number":26,"box":{"x":59,"y":860,"width":814,"height":13}},{"id":"d1796461-8a8f-470f-b0bf-82bb085151ee","block_type":"box","text":"generally less liquid and less efficient securities markets; generally greater price volatility; less publicly available information","page_number":26,"box":{"x":59,"y":875,"width":860,"height":13}},{"id":"6dd6eca9-2c4f-437f-9216-d7573914a23f","block_type":"box","text":"14","page_number":26,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"01cc0e3d-712e-4166-9dce-de15dfc40836","block_type":"box","text":"about issuers; the imposition of withholding or other taxes; the imposition of restrictions on the expatriation of funds or","page_number":27,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"a0d1d6bd-8be0-4fd2-9770-6b3a1116d4da","block_type":"box","text":"other assets of the Funds; higher transaction and custody costs; delays and risks attendant in settlement procedures;","page_number":27,"box":{"x":59,"y":82,"width":819,"height":12}},{"id":"8c34143d-bd6b-4e22-8186-a88899d82299","block_type":"box","text":"difficulties in enforcing contractual obligations; lower liquidity and significantly smaller market capitalization; different","page_number":27,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"85e68f51-24c3-4a95-970c-09833e462457","block_type":"box","text":"accounting and disclosure standards; lower levels of regulation of the securities markets; more substantial government","page_number":27,"box":{"x":59,"y":112,"width":833,"height":12}},{"id":"9087a09b-8872-4494-b65c-c39f2ddef7be","block_type":"box","text":"interference with the economy and businesses; higher rates of inflation; greater social, economic, and political uncertainty;","page_number":27,"box":{"x":60,"y":127,"width":857,"height":12}},{"id":"8ad45faf-0ebe-4a39-a488-466f6437042c","block_type":"box","text":"the risk of nationalization or expropriation of assets; and the risk of war.","page_number":27,"box":{"x":59,"y":142,"width":501,"height":13}},{"id":"06e8402e-cc50-46c5-8563-610adb9fc8b3","block_type":"box","text":"Risk of Investing in Mid-Capitalization Companies.","page_number":27,"box":{"x":60,"y":169,"width":361,"height":12}},{"id":"f06c17af-3b53-49e5-81ce-491368328861","block_type":"box","text":"Stock prices of mid-capitalization companies may be more volatile than","page_number":27,"box":{"x":431,"y":169,"width":500,"height":12}},{"id":"5f2516bf-da1d-463b-9a65-fbb712b6b68e","block_type":"box","text":"those of large-capitalization companies, and, therefore, a Fund’s share price may be more volatile than that of funds that","page_number":27,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"56c633fb-bc6b-4b48-8ba2-d46f58136191","block_type":"box","text":"invest a larger percentage of their assets in stocks issued by large-capitalization companies. Stock prices of mid-capitalization","page_number":27,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"139056f1-9895-4508-9b8f-18e5ee5134ff","block_type":"box","text":"companies are also more vulnerable than those of large-capitalization companies to adverse business or economic","page_number":27,"box":{"x":59,"y":214,"width":803,"height":12}},{"id":"868cc707-c7e1-4a89-9f10-c037dda4c65f","block_type":"box","text":"developments, and the stocks of mid-capitalization companies may be less liquid than those of large-capitalization","page_number":27,"box":{"x":59,"y":229,"width":802,"height":12}},{"id":"0fb128fd-1030-4ad2-9faf-0cd74ef3e4a7","block_type":"box","text":"companies, making it more difficult for the Funds to buy and sell shares of mid-capitalization companies. In addition, mid","page_number":27,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"8410e98a-1dc8-44fd-8916-c8db658ebf44","block_type":"box","text":"capitalization companies generally have less diverse product lines than large-capitalization companies and are more","page_number":27,"box":{"x":59,"y":259,"width":810,"height":13}},{"id":"6341a50c-2c41-49c3-8f84-7e89984018ef","block_type":"box","text":"susceptible to adverse developments related to their products.","page_number":27,"box":{"x":59,"y":274,"width":436,"height":13}},{"id":"c30f621c-87a0-43af-aa0f-0f6c42c9783f","block_type":"box","text":"Risk of Investing in Small-Capitalization Companies.","page_number":27,"box":{"x":60,"y":301,"width":373,"height":12}},{"id":"577e68c9-8c7a-4381-9fd5-8d53306baa7b","block_type":"box","text":"Stock prices of small-capitalization companies may be more volatile","page_number":27,"box":{"x":443,"y":301,"width":474,"height":12}},{"id":"eeffbbce-82f3-491a-9e2e-a5f6bff3e11b","block_type":"box","text":"than those of larger companies, and, therefore, a Fund’s share price may be more volatile than that of funds that invest a","page_number":27,"box":{"x":59,"y":316,"width":843,"height":12}},{"id":"ec6a63e8-84e8-4ff1-b4b7-660bfe67ef8f","block_type":"box","text":"larger percentage of their assets in stocks issued by large-capitalization or mid-capitalization companies. Stock prices of","page_number":27,"box":{"x":60,"y":331,"width":840,"height":13}},{"id":"765563e6-4465-4a22-b3d6-14924d83c7ae","block_type":"box","text":"small-capitalization companies are generally more vulnerable than those of large-capitalization or mid-capitalization","page_number":27,"box":{"x":59,"y":346,"width":813,"height":13}},{"id":"880fe2b9-394f-4116-9486-b5cd4875b981","block_type":"box","text":"companies to adverse business and economic developments. The stocks of small-capitalization companies may be thinly","page_number":27,"box":{"x":59,"y":361,"width":848,"height":13}},{"id":"67eae15e-840b-4f91-9488-906377b50a6a","block_type":"box","text":"traded, making it difficult for the Funds to buy and sell them. In addition, small-capitalization companies are typically less","page_number":27,"box":{"x":59,"y":377,"width":847,"height":12}},{"id":"d5c05010-6dac-4f03-b080-d09622eb2757","block_type":"box","text":"financially stable than larger, more established companies and may depend on a small number of essential personnel,","page_number":27,"box":{"x":59,"y":392,"width":823,"height":12}},{"id":"e0c1e6dc-8245-4437-947c-9a5be660ce94","block_type":"box","text":"making them more vulnerable to loss of personnel. Small-capitalization companies also normally have less diverse product","page_number":27,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"409a6bfb-56c7-4305-869d-d6dd32a49b99","block_type":"box","text":"lines than large-capitalization companies and are more susceptible to adverse developments concerning their products.","page_number":27,"box":{"x":60,"y":422,"width":836,"height":12}},{"id":"fe286ec8-91c4-4851-82cd-87abeb4e0ef3","block_type":"box","text":"Risk of Non-U.S. Preferred Stock.","page_number":27,"box":{"x":60,"y":448,"width":235,"height":10}},{"id":"56d34814-bf27-4fe1-88a8-2c605ced5563","block_type":"box","text":"A Fund that invests in preferred stock may be exposed to certain risks not typically","page_number":27,"box":{"x":304,"y":448,"width":578,"height":13}},{"id":"4c5139dd-adc6-4c91-90b6-ceb96497ab96","block_type":"box","text":"encountered by investing in common stock. Many preferred stocks pay dividends at a fixed rate, therefore, a preferred stock’s","page_number":27,"box":{"x":59,"y":463,"width":876,"height":13}},{"id":"34b88ffc-f136-4def-8419-e74ce7bef695","block_type":"box","text":"market price may be sensitive to changes in interest rates in a manner similar to bonds — that is, as interest rates rise, the","page_number":27,"box":{"x":60,"y":479,"width":852,"height":12}},{"id":"964b2892-f053-42bd-a922-0f1c734399be","block_type":"box","text":"value of the preferred stock is likely to decline. Many preferred stocks also allow holders to convert the preferred stock into","page_number":27,"box":{"x":59,"y":494,"width":857,"height":12}},{"id":"5bf849a3-d798-408c-b475-1c6435f1bdff","block_type":"box","text":"common stock of the issuer; the market price of such preferred stocks can be sensitive to changes in the value of the issuer’s","page_number":27,"box":{"x":59,"y":509,"width":875,"height":12}},{"id":"166ceebd-e5e9-4939-8d4e-3e6b18af2128","block_type":"box","text":"common stock. In addition, the ability of an issuer of preferred stock to pay dividends may deteriorate or the issuer may","page_number":27,"box":{"x":59,"y":524,"width":838,"height":12}},{"id":"57ce2c9c-a353-483c-b610-95c1b54c5608","block_type":"box","text":"default (","page_number":27,"box":{"x":59,"y":539,"width":58,"height":12}},{"id":"2b96233d-1707-4ded-a9f8-7cea30bb5b87","block_type":"box","text":"i.e","page_number":27,"box":{"x":118,"y":540,"width":15,"height":9}},{"id":"f9e0bf40-ba3a-490d-b04d-ab54b94b7a42","block_type":"box","text":"., fail to make scheduled dividend payments on the preferred stock or scheduled interest payments on other","page_number":27,"box":{"x":134,"y":539,"width":754,"height":12}},{"id":"6bb0af14-1d99-4e44-a02d-6bbf74ba17dd","block_type":"box","text":"obligations of the issuer), which would negatively affect the value of any such holding. Dividend payments on a preferred","page_number":27,"box":{"x":59,"y":554,"width":846,"height":13}},{"id":"df8733bd-c074-4f76-835d-ed0efa3baefb","block_type":"box","text":"stock typically must be declared by the issuer’s board of directors. An issuer’s board of directors is generally not under any","page_number":27,"box":{"x":59,"y":569,"width":856,"height":13}},{"id":"2382083e-e37c-401d-8251-aeea5d191cf5","block_type":"box","text":"obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on preferred","page_number":27,"box":{"x":59,"y":584,"width":840,"height":13}},{"id":"4d4749d6-9923-4d73-94e3-7988d4d47b3e","block_type":"box","text":"stock at any time. Preferred stock is also subject to market volatility and the price of preferred stock will fluctuate based on","page_number":27,"box":{"x":59,"y":600,"width":857,"height":12}},{"id":"62f5e095-f515-405f-a1ba-98ec7f7089f9","block_type":"box","text":"market demand. Preferred stock often has a call feature which allows the issuer to redeem the security at its discretion.","page_number":27,"box":{"x":60,"y":615,"width":832,"height":12}},{"id":"1ced3258-1bee-4c8a-a595-aeef5ad75d63","block_type":"box","text":"Therefore, preferred stocks having a higher than average yield may be called by the issuer, which may cause a decrease in the","page_number":27,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"ef3c38aa-e312-47c2-8dcb-dcd24cf66ccc","block_type":"box","text":"yield of a fund that invested in the preferred stock. Also, non U.S. preferred stock may have different rights or privileges than","page_number":27,"box":{"x":59,"y":645,"width":866,"height":12}},{"id":"1eefee66-a622-496d-b18d-b034e59ded24","block_type":"box","text":"those commonly associated with U.S. preferred stock. In addition to the risks listed above, investors in non U.S. preferred","page_number":27,"box":{"x":59,"y":660,"width":843,"height":12}},{"id":"d10da781-f42b-427c-bb19-a5c6a3a6a89b","block_type":"box","text":"stock may experience difficulty or uncertainty in determining and enforcing their rights related to preferred stock.","page_number":27,"box":{"x":59,"y":675,"width":793,"height":12}},{"id":"07cf3403-b139-4f0e-b44e-54c7d73593e5","block_type":"box","text":"Risk of Swap Agreements.","page_number":27,"box":{"x":60,"y":702,"width":186,"height":12}},{"id":"01c3088b-432a-485b-b670-3f65026d691f","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that a","page_number":27,"box":{"x":255,"y":702,"width":665,"height":12}},{"id":"ea97516a-fcbc-4804-aaf6-ce183cc63693","block_type":"box","text":"Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on","page_number":27,"box":{"x":60,"y":717,"width":862,"height":12}},{"id":"c8e96249-544a-4bd1-a602-288af2c724ee","block_type":"box","text":"its obligations to pay a Fund and the risk that a Fund will not be able to meet its obligations to pay the other party to the","page_number":27,"box":{"x":60,"y":732,"width":839,"height":12}},{"id":"baa615dc-5023-41c0-b6c4-d0cb8f6288e3","block_type":"box","text":"agreement. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":27,"box":{"x":59,"y":747,"width":818,"height":12}},{"id":"acd23be3-a1f6-48ca-8258-10a4fdce342c","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect a Fund’s rights as","page_number":27,"box":{"x":59,"y":762,"width":878,"height":12}},{"id":"bcf67019-4498-498c-94e3-2eda51c9cffa","block_type":"box","text":"a creditor (","page_number":27,"box":{"x":59,"y":777,"width":76,"height":13}},{"id":"3d88025a-0b56-41e3-8a32-03b8c7e000a2","block_type":"box","text":"e.g.","page_number":27,"box":{"x":136,"y":780,"width":23,"height":10}},{"id":"d548ae23-ea06-41d8-89d9-4f38634c7ffa","block_type":"box","text":", a Fund may not receive the net amount of payments that it is contractually entitled to receive). Swap","page_number":27,"box":{"x":161,"y":777,"width":712,"height":13}},{"id":"64d8cba4-3ec1-4187-8c8b-98aa7f1811a0","block_type":"box","text":"agreements may also involve the risk that there is an imperfect correlation between the return on the Fund’s obligation to its","page_number":27,"box":{"x":59,"y":792,"width":871,"height":13}},{"id":"ea4e4416-7586-4925-b36b-aec8f95d80c4","block_type":"box","text":"counterparty and the return on the referenced asset. In addition, swap agreements are subject to market and liquidity risk,","page_number":27,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"b1b844a7-8ae4-4e2b-a515-883960516b20","block_type":"box","text":"leverage risk and hedging risk.","page_number":27,"box":{"x":60,"y":823,"width":210,"height":12}},{"id":"09716312-01ec-4de0-ba92-484fc3e9cfd3","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (composed of specified liquid securities subject to","page_number":27,"box":{"x":59,"y":849,"width":863,"height":12}},{"id":"d86e3775-b905-4b07-b69c-e09d6ae04631","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for a Fund’s investment in swaps.","page_number":27,"box":{"x":60,"y":864,"width":876,"height":12}},{"id":"8c08692d-bb2a-4fb1-81b6-bb46d2b3b278","block_type":"box","text":"15","page_number":27,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"450dd000-6be5-411e-938b-c1c3aa90ac28","block_type":"box","text":"Tracking Error Risk.","page_number":28,"box":{"x":58,"y":67,"width":142,"height":12}},{"id":"f72f656b-b5a6-43d2-b394-d1c5140b14b4","block_type":"box","text":"A Fund may be subject to tracking error, which is the divergence of a Fund’s performance from that of","page_number":28,"box":{"x":209,"y":67,"width":716,"height":12}},{"id":"b4b02d00-e851-48df-bf24-86acb2ecd0ce","block_type":"box","text":"the applicable underlying index. Tracking error may occur because of differences between the securities and other","page_number":28,"box":{"x":59,"y":82,"width":799,"height":12}},{"id":"ef5b4d11-e08d-48a7-a4a3-d17623922fa6","block_type":"box","text":"instruments held in a Fund’s portfolio and those included in its applicable underlying index, pricing differences, transaction","page_number":28,"box":{"x":60,"y":97,"width":858,"height":12}},{"id":"3bdff227-ac6e-4be4-b727-d1cc19f7b3f5","block_type":"box","text":"costs incurred by a Fund, a Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of","page_number":28,"box":{"x":59,"y":112,"width":835,"height":12}},{"id":"f42af129-a773-4180-8a92-bf59d20defe9","block_type":"box","text":"dividends or interest received by a Fund or distributions paid to a Fund’s shareholders, the requirements to maintain pass","page_number":28,"box":{"x":59,"y":127,"width":853,"height":12}},{"id":"c6c58a7d-ea26-4fe9-9e7c-d6ee61f53d7a","block_type":"box","text":"through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders,","page_number":28,"box":{"x":59,"y":142,"width":820,"height":13}},{"id":"1556181d-fc0a-4c5d-a5a2-2c6bfba06102","block_type":"box","text":"acceptance of custom baskets, changes to the applicable underlying index or the costs to a Fund of complying with various","page_number":28,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"93e3c955-b350-4241-a106-ec8d1a444b3d","block_type":"box","text":"new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other","page_number":28,"box":{"x":60,"y":172,"width":845,"height":13}},{"id":"668cad57-e4c6-45e2-93a1-32af9f775376","block_type":"box","text":"unusual market conditions. Tracking error also may result because a Fund incurs fees and expenses, while its applicable","page_number":28,"box":{"x":60,"y":188,"width":837,"height":12}},{"id":"d1d0b673-4ced-4ce5-8895-c10009a1ab77","block_type":"box","text":"underlying index does not. Tracking error may occur due to differences between the methodologies used in calculating the","page_number":28,"box":{"x":60,"y":203,"width":859,"height":12}},{"id":"40e81332-34aa-4a2f-9df8-c5e88bd3b62b","block_type":"box","text":"value of the applicable Underlying Index and determining a Fund’s NAV.","page_number":28,"box":{"x":59,"y":218,"width":501,"height":12}},{"id":"6ed52f2f-9cdc-4ad8-ac74-312680c01950","block_type":"box","text":"When an issuer is introduced by an index provider into an index tracked by a Fund, BFA may conduct an analysis on such","page_number":28,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"bba9e758-829a-453d-ac85-70ce3adafec8","block_type":"box","text":"issuer’s securities to identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not","page_number":28,"box":{"x":60,"y":259,"width":853,"height":13}},{"id":"427af318-c110-474e-ae7e-b569f5daf806","block_type":"box","text":"appear to be supported by publicly available information on the business and assets of the issuer, unusual or significant short","page_number":28,"box":{"x":59,"y":274,"width":877,"height":13}},{"id":"91973dd9-e2e7-4417-967b-70f88c53c3ce","block_type":"box","text":"interest or lending activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be","page_number":28,"box":{"x":60,"y":290,"width":818,"height":12}},{"id":"16aac082-d923-423c-bcde-2a63e7d3e596","block_type":"box","text":"indicators of possible irregularities, miscalculations or even fraud). If it identifies such behavior, BFA may, where appropriate,","page_number":28,"box":{"x":60,"y":305,"width":867,"height":12}},{"id":"b0942e37-4273-4997-a6ba-e61f809d7abe","block_type":"box","text":"alert the index provider as to the alleged issue. The index provider has sole discretion for the determination as to whether to","page_number":28,"box":{"x":59,"y":320,"width":867,"height":12}},{"id":"634084da-e453-456c-b518-dc2971b9ce40","block_type":"box","text":"continue to include the issuer’s securities in the rebalancing of its index. If the securities continue to be included in the index,","page_number":28,"box":{"x":59,"y":335,"width":874,"height":12}},{"id":"f0a1da74-1eba-46df-bf63-6893037fd46b","block_type":"box","text":"BFA may underweight or exclude such securities from a Fund’s portfolio and, if it does so, such a fund will be subject to","page_number":28,"box":{"x":60,"y":350,"width":835,"height":12}},{"id":"fca4f9cc-0c04-4641-8cec-e4037fdbbbd9","block_type":"box","text":"increased tracking error due to the divergence in the securities included in its portfolio from its underlying index. The","page_number":28,"box":{"x":60,"y":365,"width":817,"height":13}},{"id":"f3d56f5f-11cb-4cac-8c25-52631f32c3ab","block_type":"box","text":"application of the abovementioned analysis and screening to a Fund and its Underlying Index is in the sole discretion of BFA","page_number":28,"box":{"x":59,"y":380,"width":867,"height":13}},{"id":"c5515469-e372-4396-8476-4c657ee642d5","block_type":"box","text":"and its affiliates (without any guarantees). The analysis and screening may not exclude any or all high risk securities from an","page_number":28,"box":{"x":59,"y":395,"width":870,"height":13}},{"id":"27adac2c-6bf8-48b7-bac3-e988648c38fd","block_type":"box","text":"Underlying Index or a Fund’s portfolio, and the inclusion of such securities will result in an adverse impact to a Fund’s net","page_number":28,"box":{"x":60,"y":411,"width":848,"height":12}},{"id":"9ca69de5-7653-4923-a407-fc0bdb9dabc8","block_type":"box","text":"asset value if one or more such securities declines in value.","page_number":28,"box":{"x":59,"y":426,"width":411,"height":9}},{"id":"252e463a-efce-4a54-922e-bae5f4a531e4","block_type":"box","text":"Volatility Risk.","page_number":28,"box":{"x":59,"y":452,"width":100,"height":12}},{"id":"81952007-b04b-4d01-8636-0316c331444e","block_type":"box","text":"The value of a security may fluctuate due to factors affecting markets generally or particular industries. This","page_number":28,"box":{"x":168,"y":452,"width":755,"height":12}},{"id":"6c1c1d0c-30c8-49df-8302-25fa34eeec31","block_type":"box","text":"volatility may affect a Fund’s NAV. Securities in the funds’ portfolios may be subject to price volatility and their prices may not","page_number":28,"box":{"x":59,"y":467,"width":877,"height":13}},{"id":"5c1a8f45-ce0b-4d84-8538-7c601c134079","block_type":"box","text":"be any less volatile than the market as a whole and could be more volatile. Events or financial circumstances affecting","page_number":28,"box":{"x":60,"y":482,"width":821,"height":13}},{"id":"4d21e884-8e09-4f1c-a991-77a934b51526","block_type":"box","text":"individual securities or sectors may increase the volatility of the funds.","page_number":28,"box":{"x":60,"y":497,"width":489,"height":13}},{"id":"e421b692-4e73-4f38-8d0b-92eba10865b1","block_type":"box","text":"Risk of Investing in Asia.","page_number":28,"box":{"x":60,"y":524,"width":174,"height":12}},{"id":"cea9c56b-4f6a-4e49-be87-75b91f66d971","block_type":"box","text":"Investments in securities of issuers in certain Asian countries involve risks not typically associated","page_number":28,"box":{"x":248,"y":524,"width":682,"height":12}},{"id":"e6415cd5-cd67-431b-a303-d0760ef55891","block_type":"box","text":"with investments in securities of issuers in other regions. Such heightened risks include, among others, expropriation and/or","page_number":28,"box":{"x":59,"y":539,"width":873,"height":12}},{"id":"255bd955-1550-4320-9122-2d3f99c94476","block_type":"box","text":"nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of","page_number":28,"box":{"x":60,"y":554,"width":872,"height":13}},{"id":"f8bdcf89-2602-4bfe-9fdb-43e4c62d2a7a","block_type":"box","text":"data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision","page_number":28,"box":{"x":59,"y":569,"width":870,"height":13}},{"id":"49cfc413-5d87-49f7-9b13-22eca19898a7","block_type":"box","text":"making, armed conflict and social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian","page_number":28,"box":{"x":60,"y":584,"width":836,"height":13}},{"id":"504c0f18-7821-4850-8a95-ea743d526249","block_type":"box","text":"economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance","page_number":28,"box":{"x":59,"y":600,"width":868,"height":12}},{"id":"7e6baad2-cc19-4658-be90-e40eec114726","block_type":"box","text":"that these rates of economic growth and industrialization will be maintained.","page_number":28,"box":{"x":59,"y":615,"width":538,"height":12}},{"id":"4a9f1625-bc39-407e-b276-98791397f0d0","block_type":"box","text":"Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability.","page_number":28,"box":{"x":59,"y":641,"width":853,"height":12}},{"id":"dbd47516-c5b7-418d-bd9f-1db2f56a22b1","block_type":"box","text":"These countries have faced political and military unrest, and further unrest could present a risk to their local economies and","page_number":28,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"5ebeec99-88c4-4dc3-883a-a5097b6b28ac","block_type":"box","text":"securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively","page_number":28,"box":{"x":59,"y":671,"width":821,"height":13}},{"id":"e7524c88-76cd-48e5-b7e2-e7daba91de71","block_type":"box","text":"impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions","page_number":28,"box":{"x":60,"y":686,"width":854,"height":13}},{"id":"888acd66-98d4-42d3-ab8f-766cbd663b04","block_type":"box","text":"between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of","page_number":28,"box":{"x":60,"y":702,"width":825,"height":12}},{"id":"13239304-3f17-4f2f-8d0e-eb5f19164afc","block_type":"box","text":"hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on","page_number":28,"box":{"x":60,"y":717,"width":854,"height":11}},{"id":"b0c38bcb-f9de-4590-8aca-ea25bda9d2ce","block_type":"box","text":"the entire Asian region. Certain Asian countries have also developed increasingly strained relationships with the U.S., and if","page_number":28,"box":{"x":59,"y":732,"width":860,"height":12}},{"id":"e0dd2306-b4a5-42a1-bed0-6fbd2d6be7d8","block_type":"box","text":"these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. Political, religious, and","page_number":28,"box":{"x":59,"y":747,"width":875,"height":12}},{"id":"6e6771ce-3f29-4098-ad64-84c6b3854637","block_type":"box","text":"border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities","page_number":28,"box":{"x":60,"y":762,"width":846,"height":12}},{"id":"447d8fda-845a-4449-8502-e2b78814e816","block_type":"box","text":"with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect","page_number":28,"box":{"x":59,"y":777,"width":880,"height":13}},{"id":"a3d28e15-515c-44b2-b72e-c577e1d6fe70","block_type":"box","text":"the performance of investments in this region.","page_number":28,"box":{"x":59,"y":792,"width":323,"height":13}},{"id":"303b2d91-591f-473c-974d-5fa2452c2ceb","block_type":"box","text":"Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their","page_number":28,"box":{"x":59,"y":819,"width":823,"height":12}},{"id":"4076a6ec-a46d-4924-822e-1a21d56011b2","block_type":"box","text":"respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their","page_number":28,"box":{"x":60,"y":834,"width":872,"height":12}},{"id":"7c9b5035-75de-4b8d-9ee6-3f5f151b978e","block_type":"box","text":"respective countries and may own or control many companies. Future government actions could have a significant effect on","page_number":28,"box":{"x":60,"y":849,"width":868,"height":12}},{"id":"ba325340-143f-4b6e-9f7b-d92dd4c52536","block_type":"box","text":"the economic conditions in this region, which in turn could have a negative impact on private sector companies. There is also","page_number":28,"box":{"x":59,"y":864,"width":877,"height":12}},{"id":"91f27739-7f33-4bd9-8a8d-0b467b3a0e86","block_type":"box","text":"the possibility of diplomatic developments adversely affecting investments in the region.","page_number":28,"box":{"x":59,"y":879,"width":617,"height":13}},{"id":"3b9d2496-eede-438c-842e-d797ec7d5a67","block_type":"box","text":"16","page_number":28,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"a79b1284-7b8d-4649-b605-5102047f9455","block_type":"box","text":"Corruption and the perceived lack of a rule of law in dealings with international companies in certain Asian countries may","page_number":29,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"452f2c1c-474a-4949-85b1-988d270c85b2","block_type":"box","text":"discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In","page_number":29,"box":{"x":59,"y":82,"width":839,"height":12}},{"id":"7a77167c-9d85-4b74-be04-1b14075e2b3e","block_type":"box","text":"addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking","page_number":29,"box":{"x":59,"y":97,"width":831,"height":12}},{"id":"389beba3-5ccc-458b-929b-9c3463636dda","block_type":"box","text":"sectors.","page_number":29,"box":{"x":59,"y":113,"width":53,"height":9}},{"id":"60d794c1-9631-414b-8cda-d7f517df504a","block_type":"box","text":"Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly,","page_number":29,"box":{"x":59,"y":138,"width":852,"height":13}},{"id":"3c779ace-6b81-4361-bce0-89298dbb42f2","block_type":"box","text":"they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand","page_number":29,"box":{"x":59,"y":154,"width":866,"height":12}},{"id":"50769590-4df1-48b9-b711-77a8a9e84f85","block_type":"box","text":"for these products. The market for securities in this region may also be directly influenced by the flow of international capital,","page_number":29,"box":{"x":59,"y":169,"width":875,"height":12}},{"id":"fb8d0e26-3fad-4dbe-8a0c-369f118cdfee","block_type":"box","text":"and by the economic and market conditions of neighboring countries. China is a key trading partner of many Asian countries","page_number":29,"box":{"x":59,"y":184,"width":875,"height":12}},{"id":"378a4493-b405-4f9c-baa0-30a20335b05a","block_type":"box","text":"and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Adverse","page_number":29,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"56ac878e-2717-409e-ae94-39651a5c4309","block_type":"box","text":"economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in","page_number":29,"box":{"x":59,"y":214,"width":868,"height":12}},{"id":"f4f07807-bb69-45e0-9c38-3c591885d57c","block_type":"box","text":"the region as a whole, which may adversely impact the market value of the securities issued by companies in the region.","page_number":29,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"47b47c46-80d3-4c49-9431-a4351a2f6f5c","block_type":"box","text":"Risk of Investing in Australasia.","page_number":29,"box":{"x":60,"y":256,"width":224,"height":12}},{"id":"5bd396f6-78d6-4faa-af7a-0080c6f347b6","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":29,"box":{"x":293,"y":256,"width":637,"height":12}},{"id":"0b69399e-8508-4423-b34c-cdccdbdc2041","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":29,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"597c9765-5bd7-4f28-80bd-68d3b1cb0ab7","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":29,"box":{"x":59,"y":286,"width":805,"height":12}},{"id":"6a0e32ec-cd01-4e13-a7cc-de18337324a1","block_type":"box","text":"industries. Australia and New Zealand are located in a part of the world that has historically been prone to natural disasters,","page_number":29,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"805413f5-7d8f-4e5b-a681-a986a44a1d72","block_type":"box","text":"such as drought and flooding. Any such event in the future could have a significant adverse impact on the economies of","page_number":29,"box":{"x":59,"y":316,"width":842,"height":12}},{"id":"b91c2520-7c67-40f7-a0f1-8d25dc331985","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by a Fund. The economies of Australia and New Zealand are","page_number":29,"box":{"x":59,"y":331,"width":878,"height":13}},{"id":"485e5688-19af-46d6-9734-ee00c2c87c90","block_type":"box","text":"dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or in","page_number":29,"box":{"x":59,"y":346,"width":855,"height":13}},{"id":"f02a1be4-2864-416d-8300-be85a2747b1c","block_type":"box","text":"other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":29,"box":{"x":59,"y":361,"width":818,"height":13}},{"id":"d4b5a9b2-5dc7-4bb9-955c-e4b6ffa73dac","block_type":"box","text":"Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":29,"box":{"x":59,"y":377,"width":805,"height":12}},{"id":"f28807b5-f26b-4ef3-8e0f-4a5f89969920","block_type":"box","text":"ownership of companies in the mining sector or imposition of new taxes on profits of mining companies may dissuade","page_number":29,"box":{"x":59,"y":392,"width":832,"height":12}},{"id":"7ec4cddc-dd47-498b-93d4-2caeda462636","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which a Fund has exposure.","page_number":29,"box":{"x":59,"y":407,"width":731,"height":12}},{"id":"d0fe8431-0d11-45b9-8718-b2fc1be81c5b","block_type":"box","text":"Risk of Investing in Canada.","page_number":29,"box":{"x":60,"y":433,"width":198,"height":13}},{"id":"8c3a537c-228c-4762-9f09-cba2b144dc18","block_type":"box","text":"The U.S. is Canada’s largest trading and investment partner, and the Canadian economy is","page_number":29,"box":{"x":266,"y":433,"width":630,"height":13}},{"id":"2681e82f-3277-453a-a34c-eb58a6590c21","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade","page_number":29,"box":{"x":59,"y":448,"width":839,"height":13}},{"id":"6d7efdcc-317b-48ad-a91f-13be4fda4415","block_type":"box","text":"Agreement (“NAFTA”) in 1994 among Canada, the U.S. and Mexico, total two-way merchandise trade between the U.S. and","page_number":29,"box":{"x":59,"y":463,"width":864,"height":13}},{"id":"4e836932-73b3-4d26-a1fe-b8ad6fa49cd5","block_type":"box","text":"Canada has more than doubled. Any downturn in U.S. or Mexican economic activity is likely to have an adverse impact on the","page_number":29,"box":{"x":59,"y":479,"width":879,"height":12}},{"id":"64056f1d-4332-4af9-a917-cefd1af643ea","block_type":"box","text":"Canadian economy. Political developments, including the implementation of tariffs by the U.S. and the renegotiation of","page_number":29,"box":{"x":59,"y":494,"width":831,"height":12}},{"id":"ab89fd0e-fa22-43e0-8765-8d77625b08b6","block_type":"box","text":"NAFTA in the form of the United States-Mexico-Canada Agreement (“USMCA”), which replaced NAFTA on or around July 1,","page_number":29,"box":{"x":60,"y":509,"width":864,"height":12}},{"id":"1eeed971-5d87-4859-9ef1-4d9570660de0","block_type":"box","text":"2020, could have an adverse impact on Canadian securities. The Canadian economy is also dependent upon external trade","page_number":29,"box":{"x":59,"y":524,"width":857,"height":12}},{"id":"0e7994ca-0ce4-4d12-8164-e3f067de64c3","block_type":"box","text":"with other key trading partners, specifically China and the United Kingdom (the “U.K.”). As a result, Canada is dependent on","page_number":29,"box":{"x":59,"y":539,"width":865,"height":12}},{"id":"70a067fc-efff-480a-ae28-1bd285d11d56","block_type":"box","text":"the economies of these other countries. In addition, Canada is a large supplier of natural resources (","page_number":29,"box":{"x":59,"y":554,"width":699,"height":13}},{"id":"842fa20b-800b-4afc-92fe-3c62b2f9eb4b","block_type":"box","text":"e.g.","page_number":29,"box":{"x":759,"y":557,"width":23,"height":10}},{"id":"c87f9507-d320-4200-9023-805b968e0fa4","block_type":"box","text":", oil, natural gas and","page_number":29,"box":{"x":784,"y":554,"width":140,"height":13}},{"id":"c1ec0a00-1685-4ffa-8fed-c4bc752dbc8f","block_type":"box","text":"agricultural products). As a result, the Canadian economy is sensitive to fluctuations in certain commodity prices.","page_number":29,"box":{"x":59,"y":569,"width":793,"height":13}},{"id":"46d86945-2fbd-4d66-9bfc-f8cd633757e2","block_type":"box","text":"Risk of Investing in China.","page_number":29,"box":{"x":60,"y":596,"width":185,"height":12}},{"id":"2041f69a-b19e-4d1c-b5b0-0d2f330aa69c","block_type":"box","text":"Investments in securities of companies domiciled in China involve a high degree of risk and","page_number":29,"box":{"x":255,"y":596,"width":635,"height":12}},{"id":"91fff52e-bce8-4eda-b23c-c1daa0fcb64d","block_type":"box","text":"special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include,","page_number":29,"box":{"x":59,"y":611,"width":853,"height":12}},{"id":"502fa669-ea82-4a9e-be1c-a6d6b4d1b1ce","block_type":"box","text":"among others, an authoritarian government, popular unrest associated with demands for improved political, economic and","page_number":29,"box":{"x":59,"y":626,"width":864,"height":12}},{"id":"a9fa01ea-6f79-406a-b221-b2ebdd029c65","block_type":"box","text":"social conditions, the impact of regional conflict on the economy and hostile relations with other countries.","page_number":29,"box":{"x":59,"y":641,"width":750,"height":12}},{"id":"03a4f0c3-c2b9-469a-9e0c-0733f710f1f3","block_type":"box","text":"Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic","page_number":29,"box":{"x":59,"y":668,"width":821,"height":12}},{"id":"e8e1056c-077c-45b4-b945-31cd48dcd6e4","block_type":"box","text":"development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes","page_number":29,"box":{"x":59,"y":683,"width":863,"height":12}},{"id":"5a96591a-d96f-47f0-ba36-2af958a5f905","block_type":"box","text":"with Tibet and the Xinjiang region. Since 1997, there have been tensions between the Chinese government and many people","page_number":29,"box":{"x":59,"y":698,"width":870,"height":12}},{"id":"c3ac0d93-9ca1-46de-a5a5-029565bf5f58","block_type":"box","text":"in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal,","page_number":29,"box":{"x":60,"y":713,"width":875,"height":12}},{"id":"76ddd79e-f1e6-480c-936f-26a436ca0aa1","block_type":"box","text":"and social framework. Protests and unrest have increased tensions even further. Due to the interconnected nature of the","page_number":29,"box":{"x":59,"y":728,"width":842,"height":10}},{"id":"df680f63-7e94-437f-a388-957ed5b3bb71","block_type":"box","text":"Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese","page_number":29,"box":{"x":60,"y":743,"width":834,"height":12}},{"id":"7d1f959d-0ebc-4fc8-a022-d8ca6b141855","block_type":"box","text":"markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion.","page_number":29,"box":{"x":60,"y":758,"width":830,"height":13}},{"id":"a65bf4f5-7ad0-42a5-861e-5ed9d7a48e55","block_type":"box","text":"Taiwan-based companies and individuals are significant investors in China. The continuing hostility between China and","page_number":29,"box":{"x":59,"y":773,"width":834,"height":13}},{"id":"f2a0ff14-5575-41c9-9cdb-a7ce21e41ae9","block_type":"box","text":"Taiwan may have an adverse impact on the value of the value of the Fund’s investments in China or Taiwan, may cause a","page_number":29,"box":{"x":59,"y":788,"width":844,"height":13}},{"id":"7390384d-2510-49a5-830f-db42ec931eb4","block_type":"box","text":"suspension in a Fund’s ability to trade in certain securities or other assets, or may otherwise make such investments","page_number":29,"box":{"x":59,"y":804,"width":812,"height":12}},{"id":"6b3b7d5b-1147-4c2b-93c1-c07c090495d5","block_type":"box","text":"impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse","page_number":29,"box":{"x":60,"y":819,"width":845,"height":12}},{"id":"ba2f7d4b-21d0-440e-8fab-4d88bf4da878","block_type":"box","text":"impact on the value of the Fund’s investments in both countries and the region. In addition, China has strained international","page_number":29,"box":{"x":60,"y":834,"width":866,"height":12}},{"id":"75aa521e-86b0-41f8-b031-ca2d5b8b2d62","block_type":"box","text":"relations with Japan, India, the Philippines and other neighbors due to territorial disputes, historical animosities and other","page_number":29,"box":{"x":60,"y":849,"width":847,"height":12}},{"id":"0a7bb07e-e1dc-4bb3-8b30-956fa98d25a1","block_type":"box","text":"defense concerns. Frictions between China and the Philippines in the South China Sea pose a risk of escalation potentially","page_number":29,"box":{"x":59,"y":864,"width":852,"height":12}},{"id":"4aed6ed0-56b7-4b36-a2d6-5d39fd03f866","block_type":"box","text":"leading to military conflict. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign","page_number":29,"box":{"x":60,"y":879,"width":870,"height":13}},{"id":"8f6328ee-bddb-49ad-bf1c-40663c13fce8","block_type":"box","text":"17","page_number":29,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"a8421555-2847-4fc7-86f5-1ddf7bcde10c","block_type":"box","text":"companies and foreign governments. Actual and threatened responses to such activity and strained international relations,","page_number":30,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"dd4f3919-0653-49ae-b660-112ea2148274","block_type":"box","text":"including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may","page_number":30,"box":{"x":60,"y":82,"width":860,"height":12}},{"id":"d8405a8a-fecd-4f72-be46-103a0a44f5c7","block_type":"box","text":"impact China’s economy and Chinese issuers of securities in which a Fund invests. China could be affected by military events","page_number":30,"box":{"x":60,"y":97,"width":872,"height":12}},{"id":"89ac4adb-addf-4ed7-8356-bd0c3a33d4a8","block_type":"box","text":"on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese","page_number":30,"box":{"x":59,"y":112,"width":844,"height":12}},{"id":"4260236c-36b0-4e07-8781-3e3605f6c124","block_type":"box","text":"market and may adversely affect the performance of the Chinese economy.","page_number":30,"box":{"x":60,"y":127,"width":524,"height":12}},{"id":"d9c92083-08ee-4836-926b-32350e89102f","block_type":"box","text":"The Chinese government has implemented economic reforms in order to liberalize trade policy, promote foreign investment","page_number":30,"box":{"x":59,"y":154,"width":865,"height":12}},{"id":"0f013d2b-7652-4228-b30e-532da9f138ad","block_type":"box","text":"in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese","page_number":30,"box":{"x":60,"y":169,"width":816,"height":12}},{"id":"cfbf0bbb-3e65-437e-b500-950b7b63b2cb","block_type":"box","text":"government still exercises substantial influence over many aspects of the private sector and may own or control many","page_number":30,"box":{"x":59,"y":184,"width":826,"height":12}},{"id":"14b4b4fe-7388-42c1-abba-99282b1de28c","block_type":"box","text":"companies. Chinese companies, such as those in the financial services or technology sectors, and potentially other sectors in","page_number":30,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"a5d9a786-d9e4-49a2-9f49-5887186a1e36","block_type":"box","text":"the future, are subject to the risk that Chinese authorities can intervene in their operations and structure. The Chinese","page_number":30,"box":{"x":59,"y":214,"width":823,"height":12}},{"id":"8d6041e8-987c-4d93-80cb-61d1e0cef223","block_type":"box","text":"government continues to maintain a major role in economic policymaking, and investing in China involves risk of loss due to","page_number":30,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"ffe84e01-25c6-4917-97be-b05d96e620cc","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":30,"box":{"x":59,"y":244,"width":850,"height":13}},{"id":"f0c66ede-58fb-4e91-a7ea-370297a34277","block_type":"box","text":"and on repatriation of capital invested.","page_number":30,"box":{"x":59,"y":259,"width":268,"height":13}},{"id":"01640a03-16dd-44fd-8c3a-27eb92596063","block_type":"box","text":"In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and","page_number":30,"box":{"x":60,"y":286,"width":861,"height":12}},{"id":"7b51b281-bd7f-4789-a69c-b7118832c595","block_type":"box","text":"other participants than in the U.S. Accordingly, issuers of securities in China, including Chinese companies that are listed on","page_number":30,"box":{"x":59,"y":301,"width":864,"height":12}},{"id":"adc2394e-1462-4940-b97b-063c3b0cf697","block_type":"box","text":"U.S. exchanges, are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider","page_number":30,"box":{"x":60,"y":316,"width":855,"height":12}},{"id":"6cd53d95-2fd3-48c0-bbbf-af6fbc91804a","block_type":"box","text":"trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the","page_number":30,"box":{"x":59,"y":331,"width":845,"height":13}},{"id":"60f47023-e61a-4ad7-8f00-a5a093a50453","block_type":"box","text":"requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of","page_number":30,"box":{"x":60,"y":346,"width":841,"height":13}},{"id":"fa1c09e0-15de-4bdf-82c7-3204d348ca96","block_type":"box","text":"change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions","page_number":30,"box":{"x":59,"y":361,"width":872,"height":13}},{"id":"800d53cb-5a60-4b0e-861a-e0d29f6aac28","block_type":"box","text":"and difficulty in interpreting and applying the relevant regulation.","page_number":30,"box":{"x":59,"y":377,"width":455,"height":12}},{"id":"f4354f5f-1996-41d0-bc9c-d032c366ec90","block_type":"box","text":"There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese","page_number":30,"box":{"x":59,"y":403,"width":848,"height":12}},{"id":"5628eceb-b82c-4fe2-8d57-ab9c14972bab","block_type":"box","text":"companies, and shareholders may have limited legal remedies. The Funds do not select investments based on investor","page_number":30,"box":{"x":59,"y":418,"width":828,"height":12}},{"id":"abb8d5c4-74c8-479b-8c79-f2715814f3b4","block_type":"box","text":"protection considerations.","page_number":30,"box":{"x":59,"y":433,"width":182,"height":13}},{"id":"97f50bf0-1e16-4e04-9451-2a60e92476fe","block_type":"box","text":"Many Chinese companies listed on U.S. exchanges use variable interest entities or “VIEs” in their structure as a result of","page_number":30,"box":{"x":59,"y":460,"width":835,"height":12}},{"id":"d1d12ce2-b27c-4a10-9eb9-e95b9fccaca4","block_type":"box","text":"foreign ownership restrictions. In a VIE structure, a Chinese operating company establishes a shell company in another","page_number":30,"box":{"x":59,"y":475,"width":830,"height":12}},{"id":"8f422b01-2186-4f38-a478-00b8267f00de","block_type":"box","text":"jurisdiction to issue stock to public shareholders. When a VIE structure is used by a Chinese company to list its stock in the","page_number":30,"box":{"x":58,"y":490,"width":859,"height":12}},{"id":"386be680-83cc-4e16-bff7-bcbceb782614","block_type":"box","text":"U.S., instead of owning the equity securities of the Chinese company, the U.S.-listed shell company directly or indirectly enters","page_number":30,"box":{"x":60,"y":505,"width":878,"height":12}},{"id":"6c60496e-6d4b-45e0-bfd1-cee92025cc1b","block_type":"box","text":"into contracts with the Chinese operating company under Chinese law. These contracts provide the U.S.-listed shell company","page_number":30,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"67107219-5e13-4073-aea6-a7cb6773b058","block_type":"box","text":"with only economic exposure to the Chinese company and do not represent equity ownership in the operating company.","page_number":30,"box":{"x":59,"y":535,"width":844,"height":13}},{"id":"c816970a-f7f9-4b47-b450-41adbb4c5b8e","block_type":"box","text":"While VIEs are a longstanding practice that is well known to Chinese officials and regulators, they have not been formally","page_number":30,"box":{"x":59,"y":562,"width":846,"height":12}},{"id":"fd13a7d1-fb81-457a-85f5-7f6e931ec55a","block_type":"box","text":"recognized under Chinese law. The Chinese government has provided guidance to and placed restrictions on Chinese-based","page_number":30,"box":{"x":60,"y":577,"width":866,"height":12}},{"id":"93e27f37-1d8b-43b8-8479-52274a714384","block_type":"box","text":"companies raising capital offshore, including through VIEs. In 2023, the China Securities Regulatory Commission (“CSRC”)","page_number":30,"box":{"x":59,"y":592,"width":855,"height":12}},{"id":"583bc991-1b49-4927-87dd-77fdc8f1adf6","block_type":"box","text":"released new rules that permit the use of VIE structures, provided they abide by Chinese laws and register with the CSRC. The","page_number":30,"box":{"x":60,"y":607,"width":876,"height":12}},{"id":"e953a823-5b50-498a-8d1b-e09e3fc2d64c","block_type":"box","text":"rules, however, may cause Chinese companies to undergo greater scrutiny and add costs to VIE structures. Intervention,","page_number":30,"box":{"x":60,"y":622,"width":838,"height":13}},{"id":"6085e9bb-b2d1-4d4b-9e5c-34780aeb11b7","block_type":"box","text":"rulemaking or guidance by the Chinese government with respect to VIE structures or the non-enforcement of VIE-related","page_number":30,"box":{"x":60,"y":637,"width":847,"height":13}},{"id":"ed16561f-89be-4c02-9bed-d3d1a2998ae0","block_type":"box","text":"contractual rights could significantly affect the operating company’s business in China, the enforceability of the U.S.-listed","page_number":30,"box":{"x":59,"y":652,"width":853,"height":13}},{"id":"cac13075-7944-47a5-ae8d-137cd34541fc","block_type":"box","text":"shell company’s contractual arrangements with the Chinese company and the value of the U.S.-listed stock. Further, the VIE","page_number":30,"box":{"x":59,"y":668,"width":865,"height":12}},{"id":"60060e52-a785-484f-84a9-26d538ecc4bb","block_type":"box","text":"contractual arrangement would likely be subject to Chinese law and jurisdiction, and remedies available to the U.S.-listed","page_number":30,"box":{"x":59,"y":683,"width":844,"height":12}},{"id":"2920d9f7-80b5-4efc-aeb4-dc0a913801df","block_type":"box","text":"shell company are uncertain and could be ineffective. In addition to the risk of government intervention, investments through","page_number":30,"box":{"x":59,"y":698,"width":876,"height":12}},{"id":"8a77f394-909e-4b1f-9726-1fe135ff08f9","block_type":"box","text":"a VIE structure are subject to the risk that the China-based company (or its officers, directors, or Chinese equity owners) may","page_number":30,"box":{"x":59,"y":713,"width":876,"height":12}},{"id":"280a391e-8b25-4252-a84b-97c02a25277f","block_type":"box","text":"breach those contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of these","page_number":30,"box":{"x":60,"y":728,"width":851,"height":12}},{"id":"28710fc7-d66b-4a6c-b59a-a5d52ccaf426","block_type":"box","text":"arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case the Fund may suffer","page_number":30,"box":{"x":59,"y":743,"width":828,"height":12}},{"id":"68e83c74-df3e-44e8-9182-46d4b9dc5c37","block_type":"box","text":"significant losses on its investments through a VIE structure with little or no recourse available. Any change in the operations","page_number":30,"box":{"x":59,"y":758,"width":873,"height":13}},{"id":"3c971ad2-3dba-4e10-8285-191cb81cf9dc","block_type":"box","text":"of entities in a VIE structure, the status of VIE contractual arrangements or the legal or regulatory environment in China,","page_number":30,"box":{"x":59,"y":773,"width":838,"height":13}},{"id":"271f72b2-8c9f-43b0-bb08-c2da331befc2","block_type":"box","text":"generally or with respect to specific industries, could result in significant, and possibly permanent and/or total, losses to a","page_number":30,"box":{"x":59,"y":788,"width":853,"height":13}},{"id":"e18a0eb4-09e7-4a78-bc0a-958d34fb53a7","block_type":"box","text":"Fund.","page_number":30,"box":{"x":60,"y":804,"width":37,"height":9}},{"id":"c60cc848-c5ad-43d8-aa7f-74203588c99d","block_type":"box","text":"While the Chinese economy has experienced past periods of rapid growth, there is no assurance that such growth rates will","page_number":30,"box":{"x":59,"y":830,"width":863,"height":12}},{"id":"1991b7fa-ef8d-44c2-8b1e-6023a838ba2a","block_type":"box","text":"recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a","page_number":30,"box":{"x":60,"y":845,"width":819,"height":13}},{"id":"aff86483-13fb-4a85-a330-4a08e37a58e2","block_type":"box","text":"negative effect on the economy and securities market. China’s economy is heavily dependent on export growth. Reduction in","page_number":30,"box":{"x":60,"y":860,"width":873,"height":13}},{"id":"3fa2cb72-6e8b-4459-b33c-a329c76bee9d","block_type":"box","text":"spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other","page_number":30,"box":{"x":59,"y":875,"width":855,"height":13}},{"id":"b6de4575-1991-410e-869b-4b6e2e155ae5","block_type":"box","text":"18","page_number":30,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"c7cb40d7-8869-48a5-97d0-81118d8b119c","block_type":"box","text":"trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or","page_number":31,"box":{"x":59,"y":67,"width":835,"height":12}},{"id":"a4311321-5a76-4043-a04d-aba062f1b07a","block_type":"box","text":"alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse","page_number":31,"box":{"x":59,"y":82,"width":859,"height":12}},{"id":"bb891c98-46be-4fc1-970e-a59906974128","block_type":"box","text":"impact on the Chinese economy and the companies in which a Fund invests. Certain Chinese companies (which may change","page_number":31,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"9a341b1c-b87a-49dc-8950-4c29b837bb2f","block_type":"box","text":"from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other","page_number":31,"box":{"x":59,"y":112,"width":790,"height":12}},{"id":"33731e49-fbde-441b-8dd5-1099e8ddddfe","block_type":"box","text":"governments due to national security, human rights or other concerns of such government. For example, certain foreign","page_number":31,"box":{"x":59,"y":127,"width":841,"height":12}},{"id":"c26235f5-bf36-4d26-ad5c-71c39fab558c","block_type":"box","text":"technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The","page_number":31,"box":{"x":59,"y":142,"width":877,"height":13}},{"id":"c5959972-c549-433a-940b-800f77539470","block_type":"box","text":"U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about","page_number":31,"box":{"x":60,"y":157,"width":875,"height":13}},{"id":"ebe3a842-b40f-4d68-ba16-fca4ce0e99be","block_type":"box","text":"forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any","page_number":31,"box":{"x":59,"y":172,"width":845,"height":13}},{"id":"3c575fc3-b39e-4977-bde0-0f71a5da7c88","block_type":"box","text":"action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or","page_number":31,"box":{"x":59,"y":188,"width":873,"height":12}},{"id":"9a71e703-9048-4783-a4c3-a1cbd0ba08b5","block_type":"box","text":"cause market disruptions. The Underlying Index of a Fund may include companies that are subject to economic or trade","page_number":31,"box":{"x":59,"y":203,"width":840,"height":12}},{"id":"6f7f3e38-89d5-4604-bdb7-a16db488479c","block_type":"box","text":"restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not","page_number":31,"box":{"x":60,"y":218,"width":865,"height":12}},{"id":"1ca8abbf-6e4f-4c62-99d1-acd15d499ca2","block_type":"box","text":"include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective","page_number":31,"box":{"x":60,"y":233,"width":867,"height":12}},{"id":"74b17b8f-5359-4175-8c6b-e8e710288a5d","block_type":"box","text":"to track the performance of its Underlying Index.","page_number":31,"box":{"x":59,"y":248,"width":340,"height":12}},{"id":"3af94eac-43a1-4413-87f9-12a34d6cb688","block_type":"box","text":"The tax laws and regulations in the People’s Republic of China (“PRC”) are subject to change, including the issuance of","page_number":31,"box":{"x":59,"y":274,"width":832,"height":13}},{"id":"c19ae48d-a371-474b-947f-dbdf81c4aaa4","block_type":"box","text":"authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of","page_number":31,"box":{"x":59,"y":290,"width":863,"height":12}},{"id":"99eb1eda-c3db-4b0a-a434-5ffefa1631d4","block_type":"box","text":"such laws by PRC tax authorities are not as consistent and transparent as those of more developed nations, and may vary","page_number":31,"box":{"x":59,"y":305,"width":849,"height":12}},{"id":"999e3cc3-4e5e-4ff7-bb1e-07b0d3c940eb","block_type":"box","text":"over time and from region to region. The application and enforcement of PRC tax rules could have a significant adverse effect","page_number":31,"box":{"x":59,"y":320,"width":877,"height":12}},{"id":"bd89c8f8-a932-4140-bdb6-a453396a860d","block_type":"box","text":"on a Fund and its investors, particularly in relation to capital gains withholding tax imposed upon non-residents. In addition,","page_number":31,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"d2a4032b-3035-4a6e-88e4-b5e780499bcf","block_type":"box","text":"the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less","page_number":31,"box":{"x":59,"y":350,"width":826,"height":12}},{"id":"d8965f4f-b2ea-44e7-a942-684fcdca67b1","block_type":"box","text":"rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting","page_number":31,"box":{"x":60,"y":365,"width":874,"height":13}},{"id":"6b3a7883-66f0-4ff5-8e39-2c94ef36c032","block_type":"box","text":"standards and practice and those prepared in accordance with international accounting standards.","page_number":31,"box":{"x":59,"y":380,"width":691,"height":13}},{"id":"dbbd0d04-e0a7-4ce5-bfe8-29e6fe0f0231","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":31,"box":{"x":60,"y":407,"width":294,"height":12}},{"id":"932e823b-50e8-4755-a7ba-9265d74183b4","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":31,"box":{"x":364,"y":407,"width":544,"height":12}},{"id":"c9f85a25-1681-469e-a261-cdd62951a648","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":31,"box":{"x":59,"y":422,"width":585,"height":12}},{"id":"ccbfa0ba-c328-43d1-8632-85985255aff7","block_type":"box","text":"e.g.","page_number":31,"box":{"x":646,"y":425,"width":22,"height":9}},{"id":"d7054b35-7ee9-42e1-b629-e7e6f4c84ba3","block_type":"box","text":", the financial services sector) as the","page_number":31,"box":{"x":670,"y":422,"width":253,"height":12}},{"id":"abb49e7e-e6dc-4bc6-9732-d9abe6a8467f","block_type":"box","text":"primary source of economic growth and may be susceptible to the risks of individual service sectors. For example, companies","page_number":31,"box":{"x":59,"y":437,"width":879,"height":12}},{"id":"0b28ba06-ac05-465f-8cb0-661ddbc844e1","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":31,"box":{"x":60,"y":452,"width":846,"height":12}},{"id":"0673af52-691a-49f7-bd1e-c65fa496646f","block_type":"box","text":"adversely affect the scope of their activities, the prices they can charge and amount of capital they must maintain.","page_number":31,"box":{"x":59,"y":467,"width":798,"height":13}},{"id":"6320d948-0316-476e-b0aa-71b196a2576c","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":31,"box":{"x":60,"y":482,"width":876,"height":13}},{"id":"a390555f-f6b0-423e-ae1a-c90456ffc383","block_type":"box","text":"to credit rating downgrades and, as a result, impact, among other things, revenue growth for such companies. If financial","page_number":31,"box":{"x":59,"y":497,"width":848,"height":13}},{"id":"9fad86e8-80b3-49ee-a139-4cc112127164","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":31,"box":{"x":59,"y":513,"width":832,"height":12}},{"id":"8063afa2-c024-443f-97f2-71b223431424","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":31,"box":{"x":59,"y":528,"width":829,"height":12}},{"id":"c06d71ba-e327-44bc-8d70-5664bc5a6923","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":31,"box":{"x":59,"y":543,"width":876,"height":12}},{"id":"f164848e-314b-468b-83b5-dfdc01639107","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":31,"box":{"x":59,"y":558,"width":870,"height":12}},{"id":"c018c6e7-a1b4-4d2a-8ea5-2a4240e3b4b5","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":31,"box":{"x":59,"y":573,"width":855,"height":12}},{"id":"4701f740-38a8-4171-9420-e1178f86f87e","block_type":"box","text":"result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such","page_number":31,"box":{"x":60,"y":588,"width":864,"height":13}},{"id":"81f07104-afe6-4d2b-a500-3d601d20bd02","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":31,"box":{"x":59,"y":603,"width":833,"height":13}},{"id":"ab9361cc-a67e-4206-99d4-354177de16a6","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":31,"box":{"x":59,"y":618,"width":867,"height":13}},{"id":"dec47712-6b2e-426c-b44c-7c3a365448b1","block_type":"box","text":"in health care and pension costs. Any increase in health care and pension costs will likely have a negative impact on the","page_number":31,"box":{"x":60,"y":634,"width":834,"height":12}},{"id":"c6dfa3bc-fd96-438d-b2bc-308fee4282df","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":31,"box":{"x":59,"y":649,"width":848,"height":12}},{"id":"98c78c7d-8543-4e5f-b20d-3421e7dc5962","block_type":"box","text":"crude oil, natural gas, and other commodities. As a result, an increase in demand for, or price fluctuations of, certain","page_number":31,"box":{"x":59,"y":664,"width":812,"height":12}},{"id":"c066f00c-0b0b-45bf-9965-2c06e23ea6e2","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":31,"box":{"x":59,"y":679,"width":861,"height":12}},{"id":"d20fb629-78fc-4602-b361-635f5043f7e1","block_type":"box","text":"the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several","page_number":31,"box":{"x":59,"y":694,"width":819,"height":12}},{"id":"32967b40-44b4-4dc1-bbfd-1e3a8cb264a4","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":31,"box":{"x":59,"y":709,"width":862,"height":12}},{"id":"3250b6ea-a770-4c3d-a2fd-c55711b689ed","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":31,"box":{"x":59,"y":724,"width":856,"height":13}},{"id":"5f1288da-eb14-4b6d-9c74-f2d3e82d97a6","block_type":"box","text":"risks, among others, may adversely affect the value of a Fund’s investments.","page_number":31,"box":{"x":60,"y":739,"width":530,"height":13}},{"id":"5ead9b8b-d702-4371-8b5f-10db1c90d85f","block_type":"box","text":"Risk of Investing in Emerging Markets.","page_number":31,"box":{"x":60,"y":766,"width":275,"height":12}},{"id":"3116c322-cb46-4080-8253-f09e8d7477be","block_type":"box","text":"Investments in emerging market countries may be subject to greater risks than","page_number":31,"box":{"x":345,"y":766,"width":551,"height":12}},{"id":"d571f7f3-8a12-440c-ad21-1d0f71a450e0","block_type":"box","text":"investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity","page_number":31,"box":{"x":60,"y":781,"width":865,"height":12}},{"id":"417e63d4-b0ee-40be-b765-4ae9f52875f9","block_type":"box","text":"and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes;","page_number":31,"box":{"x":59,"y":796,"width":869,"height":12}},{"id":"1818f6d9-dd16-41fe-a795-e8f95d6d4a46","block_type":"box","text":"(iii) companies, custodians, clearinghouses, foreign exchanges and broker-dealers may be subject to less scrutiny and","page_number":31,"box":{"x":60,"y":811,"width":823,"height":13}},{"id":"37813432-adbd-40f7-b787-8e5c3057a9fd","block_type":"box","text":"regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors","page_number":31,"box":{"x":60,"y":826,"width":853,"height":13}},{"id":"fe89bac5-d304-4661-8f17-c35ca123d943","block_type":"box","text":"and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local","page_number":31,"box":{"x":59,"y":841,"width":865,"height":13}},{"id":"8340c98e-af0f-420a-bfb6-b1f8dc135ecc","block_type":"box","text":"governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be","page_number":31,"box":{"x":59,"y":857,"width":844,"height":12}},{"id":"d42be103-1413-4c31-9267-39e4c03a1efb","block_type":"box","text":"subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on standard payments imposed by","page_number":31,"box":{"x":59,"y":872,"width":857,"height":12}},{"id":"79ddb350-dc53-4439-a815-25ba863b7526","block_type":"box","text":"local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) there","page_number":31,"box":{"x":60,"y":887,"width":861,"height":12}},{"id":"24dcc0db-b366-4763-a730-456b2df8e584","block_type":"box","text":"19","page_number":31,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"cb69c1c4-d1bf-481f-8cbc-746f82ec5e93","block_type":"box","text":"may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and","page_number":32,"box":{"x":60,"y":67,"width":854,"height":12}},{"id":"58427e15-4ba6-43d8-af40-7286619e50cc","block_type":"box","text":"investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the","page_number":32,"box":{"x":60,"y":82,"width":824,"height":12}},{"id":"726a5f64-81f4-4062-a12d-c8aff05a7e22","block_type":"box","text":"interests of the issuer over those of foreign parties; (ix) bankruptcy judgments may only be permitted to be paid in the local","page_number":32,"box":{"x":60,"y":97,"width":861,"height":12}},{"id":"944eb42f-6d53-4141-a69f-27fe4f477e3f","block_type":"box","text":"currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations","page_number":32,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"d439b434-63bc-4a50-9a14-e373fe9ecea5","block_type":"box","text":"of the securities; and (xi) lack of financial reporting on a regular basis, substandard disclosure and differences in accounting","page_number":32,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"cedbe9c0-fc10-40fd-934d-a7e069c04c65","block_type":"box","text":"standards may make it difficult to ascertain the financial health of an issuer. The Funds are not actively managed and do not","page_number":32,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"9e517efa-daba-4206-8ca1-88e97b91e93f","block_type":"box","text":"select investments based on investor protection considerations.","page_number":32,"box":{"x":59,"y":157,"width":444,"height":13}},{"id":"ae3bb0db-0491-4cdc-8037-1252d249bcde","block_type":"box","text":"Emerging market securities markets are typically marked by a high concentration of market capitalization and trading volume","page_number":32,"box":{"x":60,"y":184,"width":877,"height":12}},{"id":"2b52e183-e93c-4288-bcfa-7c90650ac44d","block_type":"box","text":"in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of","page_number":32,"box":{"x":60,"y":199,"width":844,"height":12}},{"id":"85b40024-d663-4e95-b0ec-1bfc7b62e757","block_type":"box","text":"such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in","page_number":32,"box":{"x":59,"y":214,"width":829,"height":12}},{"id":"d51d8f07-2582-4b21-9acf-73012f0c7372","block_type":"box","text":"emerging market securities can be higher, sometimes significantly, than similar costs incurred in securities markets in","page_number":32,"box":{"x":59,"y":229,"width":821,"height":12}},{"id":"116c1e1e-7de6-4d73-abba-db6c4cfb606b","block_type":"box","text":"developed countries. Although some emerging markets have become more established and tend to issue securities of higher","page_number":32,"box":{"x":59,"y":244,"width":875,"height":13}},{"id":"430d7b33-b3d1-48b4-84dc-0e50741a45ee","block_type":"box","text":"credit quality, the markets for securities in other emerging market countries are in the earliest stages of their development,","page_number":32,"box":{"x":59,"y":259,"width":856,"height":13}},{"id":"2f9ca300-5ea2-40d2-afea-68e969f30157","block_type":"box","text":"and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in","page_number":32,"box":{"x":59,"y":274,"width":844,"height":13}},{"id":"457567c5-0b38-4746-9b79-898224e11219","block_type":"box","text":"emerging market countries may not be able to absorb, without price disruptions, a significant increase in trading volume or","page_number":32,"box":{"x":59,"y":290,"width":864,"height":12}},{"id":"3f7534d3-6eb5-46f4-8319-0ad5c2113aed","block_type":"box","text":"trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited","page_number":32,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"0b9b93fd-14f0-4fe5-a770-48e2793212bf","block_type":"box","text":"size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the","page_number":32,"box":{"x":59,"y":320,"width":803,"height":12}},{"id":"fe7526a0-d49b-4538-a793-8802e9db954b","block_type":"box","text":"soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who","page_number":32,"box":{"x":59,"y":335,"width":831,"height":12}},{"id":"4351c102-0a37-4534-bb13-db032ee4d08c","block_type":"box","text":"control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in","page_number":32,"box":{"x":59,"y":350,"width":855,"height":12}},{"id":"2ce101f2-8981-473c-a465-fd248920db6a","block_type":"box","text":"such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of","page_number":32,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"b49bb416-98bf-424f-8df1-8d229008a9da","block_type":"box","text":"emerging market country securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or","page_number":32,"box":{"x":59,"y":380,"width":872,"height":13}},{"id":"964fc22e-ead0-4d96-89f5-9ee4bdf498de","block_type":"box","text":"dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.","page_number":32,"box":{"x":59,"y":395,"width":707,"height":13}},{"id":"a284301b-c06d-49ba-b0f2-5958e1790e2e","block_type":"box","text":"Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be","page_number":32,"box":{"x":59,"y":422,"width":826,"height":12}},{"id":"22be6821-5e2a-4baf-868c-222c4bc02ee5","block_type":"box","text":"difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and","page_number":32,"box":{"x":59,"y":437,"width":835,"height":12}},{"id":"5b9e17ab-2181-479d-8117-33fc76cc6ab7","block_type":"box","text":"private property may be weak or non-existent. Sudden changes in governments may result in policies which are less","page_number":32,"box":{"x":59,"y":452,"width":813,"height":12}},{"id":"90af9e50-a50d-4eea-8024-b23bf28f8b44","block_type":"box","text":"favorable to investors such as policies designed to expropriate or nationalize “sovereign” assets. Certain emerging market","page_number":32,"box":{"x":59,"y":467,"width":849,"height":13}},{"id":"4f2b4f8c-18fe-49bc-980d-4581d15d3266","block_type":"box","text":"countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and","page_number":32,"box":{"x":59,"y":482,"width":868,"height":13}},{"id":"e1e5168a-3cd2-4e77-8a44-fdca350a3ae1","block_type":"box","text":"there can be no assurance that such expropriation will not occur in the future.","page_number":32,"box":{"x":59,"y":497,"width":546,"height":13}},{"id":"8fcaf79f-90c7-48c8-8851-90644b1c82f9","block_type":"box","text":"Investment in the securities markets of certain emerging market countries is restricted or controlled to varying degrees.","page_number":32,"box":{"x":60,"y":524,"width":834,"height":12}},{"id":"10be4276-0d65-41b6-b461-09c4d5e2e890","block_type":"box","text":"These restrictions may limit a Fund’s investment in certain emerging market countries and may increase the expenses of the","page_number":32,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"b0812f7b-10f4-4bf5-8b26-1120ee82d46e","block_type":"box","text":"Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons or limit","page_number":32,"box":{"x":60,"y":554,"width":840,"height":13}},{"id":"57978a50-0c5c-44d4-b0cc-5b5d6e5f761c","block_type":"box","text":"investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of","page_number":32,"box":{"x":60,"y":569,"width":827,"height":13}},{"id":"cc273856-32be-4c51-b406-d430db1dcb78","block_type":"box","text":"securities which may have less advantageous terms (including price) than securities of the company available for purchase","page_number":32,"box":{"x":59,"y":584,"width":860,"height":13}},{"id":"1b4a43ba-8e1a-49ee-8dff-a42d4fcdad28","block_type":"box","text":"by nationals.","page_number":32,"box":{"x":60,"y":600,"width":86,"height":12}},{"id":"93737dd5-9017-4bd6-985b-fa85a13d56f7","block_type":"box","text":"Many emerging market countries lack the social, political, and economic stability characteristic of the U.S. Political instability","page_number":32,"box":{"x":59,"y":626,"width":871,"height":12}},{"id":"f6ecf7d9-7912-4b30-93b8-4c1591507821","block_type":"box","text":"among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest,","page_number":32,"box":{"x":59,"y":641,"width":855,"height":12}},{"id":"43151335-7e33-44d0-b257-3e773a2b03d2","block_type":"box","text":"labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i)","page_number":32,"box":{"x":60,"y":656,"width":870,"height":13}},{"id":"ab397e09-3bfc-4c00-af65-c136b55f82e4","block_type":"box","text":"high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or","page_number":32,"box":{"x":60,"y":671,"width":742,"height":13}},{"id":"a5e7ba4a-bc71-4284-8ae5-58a77cb90096","block_type":"box","text":"underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v)","page_number":32,"box":{"x":60,"y":686,"width":799,"height":13}},{"id":"92f3e37c-553c-4630-9e91-6008cd6d791c","block_type":"box","text":"imposition of trade barriers.","page_number":32,"box":{"x":60,"y":702,"width":192,"height":12}},{"id":"660a4d7f-669c-4073-88df-f50d5d44a828","block_type":"box","text":"A Fund’s income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of","page_number":32,"box":{"x":59,"y":728,"width":861,"height":12}},{"id":"6bf14df0-f91c-40bd-8fb3-2c8882a38b25","block_type":"box","text":"the emerging market countries in which it invests, and treaties between the U.S. and such countries may not be available in","page_number":32,"box":{"x":59,"y":743,"width":861,"height":12}},{"id":"761d48db-9346-48df-93d1-0a2c2424996f","block_type":"box","text":"some cases to reduce the otherwise applicable tax rates.","page_number":32,"box":{"x":59,"y":758,"width":395,"height":13}},{"id":"f1e1811e-7eab-4d55-9e53-91f17278b8cc","block_type":"box","text":"Emerging markets also have different clearance and settlement procedures, and in certain of these emerging markets there","page_number":32,"box":{"x":60,"y":785,"width":859,"height":12}},{"id":"75197a63-e2bd-4a1a-8f1d-3ea086691b94","block_type":"box","text":"have been times when settlements have been unable to keep pace with the volume of securities transactions, making it","page_number":32,"box":{"x":60,"y":800,"width":834,"height":12}},{"id":"d04f285a-b1ef-4ec0-acc4-fec67c8fe768","block_type":"box","text":"difficult to conduct such transactions.","page_number":32,"box":{"x":59,"y":815,"width":264,"height":10}},{"id":"9546f225-7852-454d-a770-30819e355e87","block_type":"box","text":"In the past, certain governments in emerging market countries have become overly reliant on the international capital","page_number":32,"box":{"x":60,"y":841,"width":821,"height":13}},{"id":"1f4676eb-4773-4b7c-b0a9-afe8e18e5c85","block_type":"box","text":"markets and other forms of foreign credit to finance large public spending programs, which in the past have caused huge","page_number":32,"box":{"x":60,"y":857,"width":848,"height":12}},{"id":"8c76f33e-d4b1-439a-a229-0447ad646b5b","block_type":"box","text":"budget deficits. Often, interest payments have become too overwhelming for a government to meet, representing a large","page_number":32,"box":{"x":60,"y":872,"width":845,"height":12}},{"id":"68ca78d8-8496-44f2-aa5f-87433895b2de","block_type":"box","text":"percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political","page_number":32,"box":{"x":59,"y":887,"width":872,"height":12}},{"id":"e24d47f8-6eba-48f8-a6ed-fe903d7d2b82","block_type":"box","text":"20","page_number":32,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f02f4b0c-bed3-41fb-898e-aff21c3f155b","block_type":"box","text":"parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these","page_number":33,"box":{"x":59,"y":67,"width":878,"height":12}},{"id":"c585be37-dbb5-47d8-8987-2972199fff30","block_type":"box","text":"funds for, among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign","page_number":33,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"d060cf61-113b-49fd-b64f-fe7b592c0fe1","block_type":"box","text":"governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary","page_number":33,"box":{"x":59,"y":97,"width":838,"height":12}},{"id":"4844c158-0d83-446e-9438-b534a2c47d21","block_type":"box","text":"suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by","page_number":33,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"0f585e74-5b1b-4eaa-9aa4-d855dc9d0882","block_type":"box","text":"foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of","page_number":33,"box":{"x":59,"y":127,"width":828,"height":12}},{"id":"b68283d3-6fa0-4bac-94ef-2bee120badf7","block_type":"box","text":"borrowing, but their ability to borrow in the future as well.","page_number":33,"box":{"x":60,"y":142,"width":404,"height":13}},{"id":"2b6ecf1f-1628-4177-836b-5fe30a5257fe","block_type":"box","text":"Risk of Investing in Europe.","page_number":33,"box":{"x":60,"y":169,"width":194,"height":12}},{"id":"de6435aa-ff90-42e1-b005-d42a296f4852","block_type":"box","text":"Investing in European countries exposes a Fund to the economic and political risks associated","page_number":33,"box":{"x":264,"y":169,"width":656,"height":12}},{"id":"942e2d2b-dbe8-4963-8b7b-8be8e346b4af","block_type":"box","text":"with Europe in general and the specific European countries in which it invests. The economies and markets of European","page_number":33,"box":{"x":59,"y":184,"width":837,"height":12}},{"id":"789b0302-1a48-47ab-9de0-d1b88ed01329","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":33,"box":{"x":59,"y":199,"width":865,"height":12}},{"id":"7482be1e-861b-43f2-8780-419cc2c12b08","block_type":"box","text":"on other European countries. A Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":33,"box":{"x":59,"y":214,"width":822,"height":12}},{"id":"5b647c69-bdae-462f-a50b-99597e9251c2","block_type":"box","text":"operations in, or that are listed on at least one securities exchange within member states of the European Union (the “EU”). A","page_number":33,"box":{"x":59,"y":229,"width":878,"height":12}},{"id":"a06bad1a-cebb-4601-93e7-7480c0c63489","block_type":"box","text":"number of countries within the EU are also members of the Economic and Monetary Union (the “eurozone”) and have","page_number":33,"box":{"x":60,"y":244,"width":824,"height":13}},{"id":"42e3c828-ca8d-461c-b3c8-9db7659304a1","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":33,"box":{"x":59,"y":259,"width":852,"height":13}},{"id":"943b29ac-5e18-42d3-9e76-eef342f260e2","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":33,"box":{"x":60,"y":274,"width":822,"height":13}},{"id":"cad3d358-8f95-4915-8871-8e593ca982fe","block_type":"box","text":"country in Europe. Changes in import or export tariffs, changes in governmental or EU regulations on trade, changes in the","page_number":33,"box":{"x":59,"y":290,"width":858,"height":12}},{"id":"c996e817-3a63-49e8-8d36-851c6405541c","block_type":"box","text":"exchange rate of the euro and other currencies of certain EU countries which are not in the eurozone, the default or threat of","page_number":33,"box":{"x":59,"y":305,"width":873,"height":12}},{"id":"34f6462a-da19-44ef-8f33-e4be8177ae4d","block_type":"box","text":"default by an EU member state on its sovereign debt, and/or an economic recession in an EU member state may have a","page_number":33,"box":{"x":59,"y":320,"width":835,"height":12}},{"id":"d80d7b6a-34d8-4805-bf30-bd95cddee96e","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":33,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"3575c1fc-becf-4653-b7bd-8cd8a3814ce3","block_type":"box","text":"countries are not in the eurozone, many of these countries are obliged to meet the criteria for joining the eurozone.","page_number":33,"box":{"x":59,"y":350,"width":803,"height":12}},{"id":"1238fdb9-5668-40ad-9c9d-752333defc43","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":33,"box":{"x":59,"y":377,"width":870,"height":12}},{"id":"d1469693-1f65-48bc-beb4-f0c97e437c65","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":33,"box":{"x":59,"y":392,"width":832,"height":12}},{"id":"64cfa888-5813-49c9-91cb-ba6b4914275b","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":33,"box":{"x":59,"y":407,"width":851,"height":12}},{"id":"442e0bdc-4411-4c3c-976c-168ebc33c97a","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":33,"box":{"x":60,"y":422,"width":812,"height":12}},{"id":"c83a25d6-5e69-4263-babd-2746e73c75dc","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":33,"box":{"x":59,"y":437,"width":814,"height":12}},{"id":"58850c3b-54ae-407d-9b34-10901b3a966a","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect a Fund’s investments. A default","page_number":33,"box":{"x":60,"y":452,"width":870,"height":12}},{"id":"888b88ca-c51d-4ac2-9d99-ced1c6a92570","block_type":"box","text":"or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of credit","page_number":33,"box":{"x":59,"y":467,"width":849,"height":13}},{"id":"06d21cca-2042-4285-8444-9d48cfb707f5","block_type":"box","text":"default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed above. In","page_number":33,"box":{"x":59,"y":482,"width":862,"height":13}},{"id":"a2b31a93-4d9a-4b6e-92de-ca3da7226f0d","block_type":"box","text":"addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely affected","page_number":33,"box":{"x":59,"y":497,"width":872,"height":13}},{"id":"db1d0aa0-616a-4252-ad83-0b967b22666e","block_type":"box","text":"the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe,","page_number":33,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"09a34abd-243e-447f-ae0f-f92eb09f1db4","block_type":"box","text":"including countries that do not use the euro and non-EU member states. Responses to the financial problems by European","page_number":33,"box":{"x":60,"y":528,"width":856,"height":12}},{"id":"d4ceec18-6b51-48d3-8f02-8f6d5ca94870","block_type":"box","text":"governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may","page_number":33,"box":{"x":59,"y":543,"width":872,"height":12}},{"id":"c511b9bc-8ffe-4547-9f75-a6377d25a6b9","block_type":"box","text":"result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further","page_number":33,"box":{"x":60,"y":558,"width":863,"height":12}},{"id":"3e1a4edd-409d-4cd1-85eb-5af2a93c34c0","block_type":"box","text":"defaults or restructurings by governments and other entities of their debt could have additional adverse effects on","page_number":33,"box":{"x":59,"y":573,"width":797,"height":12}},{"id":"8abf7a46-fdf3-467c-8966-8dd728374aaf","block_type":"box","text":"economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the","page_number":33,"box":{"x":59,"y":588,"width":851,"height":13}},{"id":"3026a44b-4af5-4235-8457-9e3837149f82","block_type":"box","text":"euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear","page_number":33,"box":{"x":59,"y":603,"width":856,"height":13}},{"id":"6d6120f3-6de6-4fd7-a189-4eccb51b20ce","block_type":"box","text":"but could be significant and far-reaching and could adversely impact the value of a Fund’s investments in the region.","page_number":33,"box":{"x":60,"y":618,"width":815,"height":13}},{"id":"a88d896d-12f3-4bd6-8aed-f1c37f0f2f87","block_type":"box","text":"The U.K. left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory,","page_number":33,"box":{"x":59,"y":645,"width":860,"height":12}},{"id":"a5c2adc3-6d95-4264-8fc2-ef131be0f747","block_type":"box","text":"economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and","page_number":33,"box":{"x":59,"y":660,"width":842,"height":12}},{"id":"d3985f76-7671-4b37-aefc-58038c53c1e0","block_type":"box","text":"financial markets.","page_number":33,"box":{"x":59,"y":675,"width":123,"height":10}},{"id":"586afc34-0d7c-40ea-ab0a-8949921a2051","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":33,"box":{"x":59,"y":702,"width":864,"height":12}},{"id":"71621191-b47c-47fa-ac3c-4dc8e1ec581c","block_type":"box","text":"to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in","page_number":33,"box":{"x":59,"y":717,"width":849,"height":12}},{"id":"e9d6f8d3-d0ef-4e58-9d84-cdacdef6df85","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":33,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"e9378c05-a783-47cb-94ac-8944ccd53764","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":33,"box":{"x":59,"y":747,"width":819,"height":12}},{"id":"1611f517-35b6-498f-bed3-31a96cff67fe","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":33,"box":{"x":59,"y":762,"width":845,"height":12}},{"id":"302a88af-1f16-4e75-b7ae-7bc298af8125","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":33,"box":{"x":59,"y":777,"width":873,"height":13}},{"id":"41e7041f-2b35-4fb1-956e-c3937f5db3b8","block_type":"box","text":"financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect","page_number":33,"box":{"x":59,"y":792,"width":875,"height":13}},{"id":"bbf1cb57-f969-469a-a653-c09996abdf6d","block_type":"box","text":"the value and liquidity of a Fund’s investments.","page_number":33,"box":{"x":59,"y":807,"width":328,"height":13}},{"id":"303b9cce-fc19-444b-96cb-b9bdbcd40041","block_type":"box","text":"Russian Invasion of Ukraine","page_number":33,"box":{"x":59,"y":834,"width":191,"height":11}},{"id":"bcc79c1a-7618-4287-a575-cca6e24697b2","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":33,"box":{"x":251,"y":834,"width":681,"height":12}},{"id":"6f1571ba-6a09-4f5f-9d2c-1dbb254f0467","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":33,"box":{"x":59,"y":849,"width":870,"height":12}},{"id":"a0997555-d266-4e47-a54b-79cd848a7bc5","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":33,"box":{"x":59,"y":864,"width":879,"height":12}},{"id":"ff5f0642-bd8a-4bc4-b441-ddf82997efed","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":33,"box":{"x":60,"y":879,"width":869,"height":13}},{"id":"74d10f19-fe72-4e2e-8092-60505270b2d6","block_type":"box","text":"21","page_number":33,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"11b9f01b-3b31-4d25-817c-eb43fe44d864","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":34,"box":{"x":59,"y":67,"width":811,"height":12}},{"id":"68ee1c36-6d67-4c74-a09d-4376eb26df85","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":34,"box":{"x":59,"y":82,"width":863,"height":12}},{"id":"78b395de-bd1f-411c-b61d-1f24d64677ee","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which a Fund invests, or the","page_number":34,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"5e584bf3-05f2-441d-bee3-aa7bd525fcfd","block_type":"box","text":"economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for","page_number":34,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"acd4f45b-40ed-46f3-8d5f-addace95d6d5","block_type":"box","text":"certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to","page_number":34,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"d14c572a-925c-4f6d-8085-8c7c56781a81","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":34,"box":{"x":60,"y":142,"width":467,"height":13}},{"id":"d35248fd-ab06-4a6a-aa2a-35c8162841a8","block_type":"box","text":"Risk of Investing in Japan.","page_number":34,"box":{"x":60,"y":169,"width":183,"height":12}},{"id":"3587dc24-df07-4a9d-ac31-e5552e1eb99e","block_type":"box","text":"Japan may be subject to political, economic, labor and other risks. Any of these risks, individually","page_number":34,"box":{"x":252,"y":169,"width":676,"height":12}},{"id":"c411c205-8738-43f4-9e54-b4566f517351","block_type":"box","text":"or in the aggregate, can impact an investment made in Japan.","page_number":34,"box":{"x":59,"y":184,"width":429,"height":12}},{"id":"df99917d-d455-4d5e-8f13-74e35939e18e","block_type":"box","text":"Currency Risk","page_number":34,"box":{"x":59,"y":210,"width":96,"height":13}},{"id":"c9fed762-d791-4b8f-9472-1e1dd5a13084","block_type":"box","text":". The Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports","page_number":34,"box":{"x":155,"y":210,"width":763,"height":13}},{"id":"d2d94b94-f6b0-4338-a3b6-135ee38221e3","block_type":"box","text":"that could weaken the Japanese economy. Japan has, in the past, intervened in the currency markets to attempt to maintain","page_number":34,"box":{"x":59,"y":225,"width":862,"height":13}},{"id":"41f0f466-92c0-4227-a8c7-3e9cee2302f0","block_type":"box","text":"or reduce the value of the yen. Japanese intervention in the currency markets could cause the value of the yen to fluctuate","page_number":34,"box":{"x":59,"y":240,"width":852,"height":13}},{"id":"5d20034d-22e6-42bb-baa8-baf6be0018cc","block_type":"box","text":"sharply and unpredictably and could cause losses to investors.","page_number":34,"box":{"x":59,"y":256,"width":436,"height":12}},{"id":"5d86d4d8-b170-403b-bcc7-bb33fce745ec","block_type":"box","text":"Economic Risk","page_number":34,"box":{"x":59,"y":282,"width":101,"height":10}},{"id":"c10e58eb-2c41-45b4-bfbc-4a8dfb8f1e25","block_type":"box","text":". The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed","page_number":34,"box":{"x":160,"y":282,"width":753,"height":12}},{"id":"056b863b-e29c-4cca-8c88-dd42d48bf6a5","block_type":"box","text":"economies. Since 2000, Japan’s economic growth rate has generally remained low relative to other advanced economies, and","page_number":34,"box":{"x":59,"y":297,"width":877,"height":13}},{"id":"e1f0108b-0be3-4308-84c4-f8d68a649687","block_type":"box","text":"it may remain low in the future. The Japanese economy is heavily dependent on international trade and has been adversely","page_number":34,"box":{"x":60,"y":312,"width":857,"height":13}},{"id":"5f09a18d-e6be-4e28-85c9-cf95753df8e8","block_type":"box","text":"affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic conditions","page_number":34,"box":{"x":59,"y":327,"width":864,"height":13}},{"id":"8136e293-37a7-4e18-a300-72675b12e522","block_type":"box","text":"of its trading partners. Japan is also heavily dependent on oil imports, and higher commodity prices could therefore have a","page_number":34,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"9583b68d-ef57-4bc0-a82d-86cc191f1af6","block_type":"box","text":"negative impact on the Japanese economy.","page_number":34,"box":{"x":60,"y":358,"width":297,"height":12}},{"id":"1e77c4a8-5738-429d-8a72-93a64ced9686","block_type":"box","text":"Geographic Risk","page_number":34,"box":{"x":59,"y":384,"width":113,"height":12}},{"id":"2728ed3e-148d-4bf9-95b3-d038467226c3","block_type":"box","text":". Natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could occur in Japan or","page_number":34,"box":{"x":173,"y":384,"width":756,"height":12}},{"id":"4448d731-2a52-4b33-a91c-f52959541a69","block_type":"box","text":"surrounding areas and could negatively affect the Japanese economy, and, in turn, could negatively affect a Fund.","page_number":34,"box":{"x":59,"y":399,"width":791,"height":13}},{"id":"5cc00496-80d5-47ef-af7a-a7c7ba58033f","block_type":"box","text":"Labor Risk","page_number":34,"box":{"x":59,"y":426,"width":73,"height":9}},{"id":"9bff8ce8-22b3-4ea8-98ce-7bc41af29d09","block_type":"box","text":". Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor","page_number":34,"box":{"x":132,"y":426,"width":791,"height":12}},{"id":"9bd2dc03-174b-41de-95f1-1111f09cd73b","block_type":"box","text":"market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime","page_number":34,"box":{"x":60,"y":441,"width":844,"height":12}},{"id":"869fc12c-ee53-4aee-89e1-ff1d6ac4bc2c","block_type":"box","text":"employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic","page_number":34,"box":{"x":59,"y":456,"width":786,"height":12}},{"id":"02990003-30e3-4591-b2c6-23743cfd84ab","block_type":"box","text":"competitiveness.","page_number":34,"box":{"x":59,"y":472,"width":117,"height":11}},{"id":"630e7d17-223c-48f8-9339-2b74ec483483","block_type":"box","text":"Large Government and Corporate Debt Risk","page_number":34,"box":{"x":59,"y":497,"width":306,"height":13}},{"id":"2abea96d-6999-4b46-bb8c-c82fd47dcec6","block_type":"box","text":". The Japanese economy faces several concerns, including a financial system with","page_number":34,"box":{"x":365,"y":497,"width":568,"height":13}},{"id":"6088a1bd-9d55-445c-9499-07db55448cec","block_type":"box","text":"large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major","page_number":34,"box":{"x":60,"y":513,"width":799,"height":12}},{"id":"917bd0ea-2de5-416d-8c81-221ffa83678d","block_type":"box","text":"corporations, a changing corporate governance structure, and large government deficits. These issues may cause a","page_number":34,"box":{"x":59,"y":528,"width":807,"height":12}},{"id":"5fe72ceb-89bd-4668-8d3b-eca1ead758c1","block_type":"box","text":"slowdown of the Japanese economy.","page_number":34,"box":{"x":59,"y":543,"width":254,"height":12}},{"id":"f1398ae7-4c53-4881-b812-4568d4c0944a","block_type":"box","text":"Political Risk","page_number":34,"box":{"x":59,"y":569,"width":88,"height":10}},{"id":"070f8957-67dc-42e0-8f9d-769d1f32e791","block_type":"box","text":". Historically, Japan has had unpredictable national politics and may experience frequent political turnover. Future","page_number":34,"box":{"x":147,"y":569,"width":789,"height":13}},{"id":"90a96eaf-efaf-4c1e-bd42-6b1e0b7b6f8d","block_type":"box","text":"political developments may lead to changes in policy that might adversely affect a Fund’s investments. In addition, China has","page_number":34,"box":{"x":59,"y":584,"width":874,"height":13}},{"id":"b790d12b-aeae-4a71-8511-3acfc09ba429","block_type":"box","text":"become an important trading partner with Japan. Japan’s political relationship with China, however, has been strained. Should","page_number":34,"box":{"x":60,"y":600,"width":876,"height":12}},{"id":"3baf62d9-df84-4829-be48-1fe51be231de","block_type":"box","text":"political tension increase, it could adversely affect the Japanese economy and destabilize the region as a whole.","page_number":34,"box":{"x":59,"y":615,"width":774,"height":12}},{"id":"725917f1-ea9d-483d-a134-110c3d9a689d","block_type":"box","text":"Security Risk.","page_number":34,"box":{"x":58,"y":641,"width":92,"height":12}},{"id":"ec388faf-6985-4933-83ab-2c2ab05b1110","block_type":"box","text":"Japan’s relations with its neighbors, particularly China, North Korea, South Korea and Russia, have at times been","page_number":34,"box":{"x":155,"y":641,"width":780,"height":12}},{"id":"8e2c5629-5903-44f7-90f9-11255912f666","block_type":"box","text":"strained due to territorial disputes, historical animosities and defense concerns. Most recently, the Japanese government has","page_number":34,"box":{"x":59,"y":656,"width":870,"height":13}},{"id":"5638bb34-6baf-49da-9981-c72650fea7c4","block_type":"box","text":"shown concern over the increased nuclear and military activity by North Korea and China. Strained relations may cause","page_number":34,"box":{"x":59,"y":671,"width":832,"height":13}},{"id":"1f066dc5-4e52-4155-92c2-927cb8b1dbdc","block_type":"box","text":"uncertainty in the Japanese markets and adversely affect the overall Japanese economy, particularly in times of crisis.","page_number":34,"box":{"x":60,"y":686,"width":812,"height":13}},{"id":"2d32281c-7bb2-4d96-8f61-75603e4efc39","block_type":"box","text":"Risk of Investing in North America.","page_number":34,"box":{"x":60,"y":713,"width":249,"height":12}},{"id":"ef191e01-33f7-4349-9c0c-cf5c4bcd9c91","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations or an economic recession","page_number":34,"box":{"x":318,"y":713,"width":619,"height":12}},{"id":"20165209-96b0-4c87-87f2-181e996f1fc4","block_type":"box","text":"in any North American country can have a significant economic effect on the entire North American region and on some or","page_number":34,"box":{"x":60,"y":728,"width":862,"height":12}},{"id":"778cf245-dfc3-4f3a-95ef-815ce13f41c2","block_type":"box","text":"all of the North American countries in which a Fund invests.","page_number":34,"box":{"x":59,"y":743,"width":418,"height":10}},{"id":"ee95d00f-03c2-4df2-a5df-f308292a7d3d","block_type":"box","text":"The U.S. is Canada’s and Mexico’s largest trading and investment partner. The Canadian and Mexican economies are","page_number":34,"box":{"x":59,"y":770,"width":817,"height":12}},{"id":"83d9c404-3a6c-4ef2-9cea-7aaf3498860e","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of NAFTA in 1994 among Canada, the","page_number":34,"box":{"x":59,"y":785,"width":869,"height":12}},{"id":"248954e1-8d73-45ce-a39e-2bd975b481d6","block_type":"box","text":"U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments","page_number":34,"box":{"x":60,"y":800,"width":812,"height":12}},{"id":"de96bf1a-fbf0-4760-8f2b-0234cf4c47b8","block_type":"box","text":"including the implementation of tariffs by the U.S., and the renegotiation of NAFTA in the form of the United States-Mexico","page_number":34,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"58753e8a-1e69-46bc-a525-1d530409a251","block_type":"box","text":"Canada Agreement (“USMCA”), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic","page_number":34,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"b4a33368-9fb1-4a6f-bf97-81ba66cc39e2","block_type":"box","text":"outlook and, as a result, the value of securities held by a Fund. Policy and legislative changes in one country may have a","page_number":34,"box":{"x":59,"y":845,"width":835,"height":13}},{"id":"a2a1feb4-8126-4c86-933e-fdfd818c8c3c","block_type":"box","text":"significant effect on North American markets generally, as well as on the value of certain securities held by a Fund.","page_number":34,"box":{"x":59,"y":860,"width":798,"height":13}},{"id":"76ff94ba-3ade-46ad-839c-bf8f7cbb0c8c","block_type":"box","text":"22","page_number":34,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1b006bb2-95dc-4194-8998-a33a91190705","block_type":"box","text":"Risk of Investing in the United Kingdom.","page_number":35,"box":{"x":60,"y":67,"width":288,"height":12}},{"id":"fe4d1a1a-c4b0-4324-a8e4-d44a48b17267","block_type":"box","text":"Investment in U.K. issuers will subject a Fund to regulatory, political, currency,","page_number":35,"box":{"x":358,"y":67,"width":540,"height":12}},{"id":"41d986f3-315b-4e2a-bb87-c0da8193c60c","block_type":"box","text":"security, and economic risks specific to the U.K. The U.K. economy relies heavily on the export of financial services to the U.S.","page_number":35,"box":{"x":59,"y":82,"width":873,"height":12}},{"id":"e06ffb9f-fea4-4a7f-b693-b23e2b523aeb","block_type":"box","text":"and other European countries. A prolonged slowdown in the financial services sector may have a negative impact on the","page_number":35,"box":{"x":59,"y":97,"width":843,"height":12}},{"id":"84cee33d-963e-4aaf-bec6-9a6cb324070a","block_type":"box","text":"U.K.’s economy. In the past, the U.K. has been a target of terrorism. Acts of terrorism in the U.K. or against U.K. interests","page_number":35,"box":{"x":60,"y":112,"width":833,"height":12}},{"id":"d19e00db-dae5-4593-a5a5-9ff216f9ddb3","block_type":"box","text":"abroad may cause uncertainty in the U.K. financial markets and adversely affect the performance of the issuers to which a","page_number":35,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"b493eb0d-8eb1-4755-84f5-b5da41adb885","block_type":"box","text":"Fund has exposure. Secessionist movements, such as the Catalan movement in Spain and the independence movement in","page_number":35,"box":{"x":60,"y":142,"width":854,"height":13}},{"id":"87ac1717-691e-4c97-8b43-a619fd65cf7c","block_type":"box","text":"Scotland, may have an adverse effect on the U.K. economy.","page_number":35,"box":{"x":59,"y":157,"width":410,"height":13}},{"id":"089a3f38-e917-4ef4-bedc-427fc068ae73","block_type":"box","text":"On January 31, 2020, the U.K. officially left the EU (Brexit), subject to a transitional period that ended December 31, 2020. The","page_number":35,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"385c0673-33f5-4069-9798-d4d1f84e9428","block_type":"box","text":"U.K. and EU have reached an agreement on the terms of their future trading relationship effective January 1, 2021, which","page_number":35,"box":{"x":60,"y":199,"width":839,"height":12}},{"id":"ce96ae77-8919-4065-b902-84a7b4c14fff","block_type":"box","text":"principally relates to the trading of goods rather than services, including financial services. Further discussions are to be held","page_number":35,"box":{"x":59,"y":214,"width":871,"height":12}},{"id":"83f5c152-573c-4497-8e66-6a7cf6ba7ba1","block_type":"box","text":"between the U.K. and the EU in relation to matters not covered by the trade agreement, such as financial services. A Fund will","page_number":35,"box":{"x":60,"y":229,"width":874,"height":12}},{"id":"b42b7355-e767-4ab4-ac58-14fe9ac77b88","block_type":"box","text":"face risks associated with the potential uncertainty and consequences that may follow Brexit, including with respect to","page_number":35,"box":{"x":59,"y":244,"width":831,"height":13}},{"id":"4d480223-f840-4e69-a63f-b8b8a0104332","block_type":"box","text":"volatility in exchange rates and interest rates. Brexit could adversely affect European or worldwide political, regulatory,","page_number":35,"box":{"x":59,"y":259,"width":824,"height":13}},{"id":"46af0b1f-09f0-4d8a-b487-b20795e5a847","block_type":"box","text":"economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and","page_number":35,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"ac8ac54a-8b95-4887-a5a7-8bc81bc1f778","block_type":"box","text":"financial markets. Brexit has also led to legal uncertainty and could lead to politically divergent national laws and regulations","page_number":35,"box":{"x":59,"y":290,"width":870,"height":12}},{"id":"f92ef0aa-73ed-4141-b2ec-fd3b8d3dcd4a","block_type":"box","text":"as a new relationship between the U.K. and EU is defined and the U.K. determines which EU laws to replace or replicate. Any","page_number":35,"box":{"x":59,"y":305,"width":866,"height":12}},{"id":"b65720ad-95f9-49c8-874a-df3c9214ee9f","block_type":"box","text":"of these effects of Brexit could adversely affect any of the companies to which a Fund has exposure and any other assets that","page_number":35,"box":{"x":59,"y":320,"width":876,"height":12}},{"id":"9ffd4644-3173-4c81-823e-d83ffa7799ed","block_type":"box","text":"a Fund invests in. The political, economic and legal consequences of Brexit are not yet known. In the short term, financial","page_number":35,"box":{"x":59,"y":335,"width":846,"height":12}},{"id":"3821c472-717d-41a7-af12-d96605b4aad5","block_type":"box","text":"markets may experience heightened volatility, particularly those in the U.K. and Europe, but possibly worldwide. The U.K. and","page_number":35,"box":{"x":60,"y":350,"width":871,"height":12}},{"id":"fe422445-fa30-412d-8f3e-4bd69d560704","block_type":"box","text":"Europe may be less stable than they have been in recent years, and investments in the U.K. and the EU may be difficult to","page_number":35,"box":{"x":60,"y":365,"width":842,"height":13}},{"id":"1a2bcc6c-6432-4197-bdcb-a6ee2e23a0a8","block_type":"box","text":"value or subject to greater or more frequent volatility. In the longer term, there is likely to be a period of significant political,","page_number":35,"box":{"x":59,"y":380,"width":859,"height":13}},{"id":"c34854de-8d66-4573-90cb-33c75a22accf","block_type":"box","text":"regulatory and commercial uncertainty as the U.K. continues to negotiate the terms of its future trading relationships.","page_number":35,"box":{"x":60,"y":395,"width":822,"height":13}},{"id":"fa8fda19-577e-43ca-b852-4e36ab6217ea","block_type":"box","text":"Recently, the U.K.’s real estate sector has experienced significant volatility and declines in the value of many real estate","page_number":35,"box":{"x":60,"y":411,"width":826,"height":12}},{"id":"d959932b-fad9-4a11-81ff-dbcaf7afe430","block_type":"box","text":"securities, including real estate funds, real estate investment trusts (“REITs”) and real estate holding companies. Increased","page_number":35,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"c03a9906-5645-41a7-b2fb-ba9d6f9349cc","block_type":"box","text":"volatility and investor redemption requests in real estate funds may result in the continued decline in the value and liquidity","page_number":35,"box":{"x":59,"y":441,"width":862,"height":12}},{"id":"30452080-6c75-41e6-b774-b7c93a0dd3ad","block_type":"box","text":"of real estate securities, which may impair the ability of a Fund to buy, sell, receive or deliver those securities.","page_number":35,"box":{"x":59,"y":456,"width":758,"height":12}},{"id":"6cc3101e-1aa4-4a05-b9ec-511ca9fbcd8d","block_type":"box","text":"U.S. Economic Trading Partners Risk.","page_number":35,"box":{"x":60,"y":482,"width":264,"height":13}},{"id":"f43abaab-2b5f-4384-83a1-402805ea565e","block_type":"box","text":"The U.S. is a significant, and in some cases the most significant, trading partner of, or","page_number":35,"box":{"x":333,"y":482,"width":596,"height":13}},{"id":"0f1949df-9534-4335-ba1e-2eccb354cca4","block_type":"box","text":"foreign investor in, certain countries in which a Fund invests. As a result, economic conditions of such countries may be","page_number":35,"box":{"x":59,"y":497,"width":838,"height":13}},{"id":"eb7897ed-368e-4ace-8680-3d489ca24986","block_type":"box","text":"particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial","page_number":35,"box":{"x":59,"y":513,"width":804,"height":12}},{"id":"a4df426c-b43d-4fff-a8b0-87a00a0af38e","block_type":"box","text":"regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material","page_number":35,"box":{"x":60,"y":528,"width":838,"height":12}},{"id":"eff6661c-2dd0-41ae-9a8e-96b196892c73","block_type":"box","text":"adverse effect on a country’s economic conditions and, as a result, securities to which a Fund has exposure. Circumstances","page_number":35,"box":{"x":59,"y":543,"width":863,"height":12}},{"id":"edbf6e42-2c49-48f8-86a8-fe030ab7cec5","block_type":"box","text":"could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the","page_number":35,"box":{"x":59,"y":558,"width":838,"height":12}},{"id":"3309aa3f-41c7-4305-a22e-6c7724c631aa","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the","page_number":35,"box":{"x":60,"y":573,"width":873,"height":12}},{"id":"d60c77fc-0c3a-49b9-859e-5156ded9dd15","block_type":"box","text":"global financial system.","page_number":35,"box":{"x":59,"y":588,"width":163,"height":13}},{"id":"24c5a2c5-c016-406c-b20e-78f8ddac4cc0","block_type":"box","text":"There are strained relations between the U.S. and a number of foreign countries. If these relations were to worsen, it could","page_number":35,"box":{"x":59,"y":615,"width":854,"height":12}},{"id":"18260019-7f3c-43c1-be1b-b418e84732ec","block_type":"box","text":"adversely affect U.S. issuers as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased","page_number":35,"box":{"x":59,"y":630,"width":874,"height":12}},{"id":"612fb1a2-254f-4443-b720-66bea6e2bf0a","block_type":"box","text":"internal unrest and discord. If this trend were to continue, it may have an adverse impact on the U.S. economy and many of","page_number":35,"box":{"x":60,"y":645,"width":862,"height":12}},{"id":"cfb6d1db-e9df-4439-ac9e-ad6622bb872c","block_type":"box","text":"the issuers in which a Fund invests.","page_number":35,"box":{"x":59,"y":660,"width":246,"height":10}},{"id":"bf8250ff-7e19-40a9-a463-ad88b9387c7b","block_type":"box","text":"Risk of Investing in the Aerospace and Defense Industry.","page_number":35,"box":{"x":60,"y":686,"width":406,"height":13}},{"id":"3df5bfa7-b874-4074-b10b-6ca903430321","block_type":"box","text":"The aerospace and defense industry can be significantly affected","page_number":35,"box":{"x":474,"y":686,"width":453,"height":13}},{"id":"d6230fe8-a4fc-4dd2-ac0e-48b6d04237fa","block_type":"box","text":"by government defense and aerospace regulation and spending policies. The aerospace industry in particular has recently","page_number":35,"box":{"x":60,"y":702,"width":851,"height":12}},{"id":"f8e6b120-ed9e-413f-9d5b-6182a5e984b7","block_type":"box","text":"been affected by adverse economic conditions and consolidation within the industry.","page_number":35,"box":{"x":60,"y":717,"width":592,"height":12}},{"id":"5a14fe99-b7c1-4390-8e1d-5973c47e55cf","block_type":"box","text":"Risk of Investing in the Automotive Sub-Industry.","page_number":35,"box":{"x":60,"y":743,"width":353,"height":12}},{"id":"5189ea45-95aa-4f27-87eb-12dd6caae7e9","block_type":"box","text":"The automotive sub-industry can be highly cyclical, and companies in the","page_number":35,"box":{"x":422,"y":743,"width":516,"height":12}},{"id":"2b633756-9e3d-4c91-98ad-4ffb98457dc5","block_type":"box","text":"automotive sub-industry may suffer periodic losses. The automotive sub-industry is also highly competitive and there may","page_number":35,"box":{"x":59,"y":758,"width":858,"height":13}},{"id":"902e22bb-dd36-4717-91ef-60cb66633a13","block_type":"box","text":"be, at times, excess capacity in the global and domestic automotive sub-industry. Over the last several decades, the U.S.","page_number":35,"box":{"x":60,"y":773,"width":836,"height":13}},{"id":"5117c77a-b14a-4c69-8471-ec877cf9dbeb","block_type":"box","text":"automotive sub-industry has experienced periodic downturns; certain automotive companies required stimulus from the U.S.","page_number":35,"box":{"x":59,"y":788,"width":877,"height":13}},{"id":"155058e4-8d58-44d4-bbdd-b27ce87dd682","block_type":"box","text":"government, while others formed strategic industry alliances in order to weather the substantially difficult market conditions.","page_number":35,"box":{"x":59,"y":804,"width":875,"height":12}},{"id":"3bead1ff-0b01-42a2-ab96-0f538ab8125a","block_type":"box","text":"In general, the automotive sub-industry is susceptible to labor disputes, product defect litigation, patent expiration, increased","page_number":35,"box":{"x":60,"y":819,"width":875,"height":12}},{"id":"4a5b674f-5417-4647-be91-ea9c3dc93c08","block_type":"box","text":"pension liabilities, rise in material or component prices and changing consumer tastes.","page_number":35,"box":{"x":59,"y":834,"width":606,"height":12}},{"id":"0b4eaa8e-a1fe-4ca2-9fdf-c4dfcc5c1f2d","block_type":"box","text":"23","page_number":35,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0a153ae0-4353-4c3c-b990-69bdd77b2bcf","block_type":"box","text":"Risk of Investing in the Basic Materials Industry.","page_number":36,"box":{"x":60,"y":67,"width":343,"height":12}},{"id":"2ffbd4ec-329b-41dc-b0fc-a044b6739f46","block_type":"box","text":"Issuers in the basic materials industry could be adversely affected by","page_number":36,"box":{"x":413,"y":67,"width":478,"height":12}},{"id":"f4fbcb9d-bb02-4eb7-8e3a-6bdcd694dbaa","block_type":"box","text":"commodity price volatility, inflation, exchange rate fluctuations, social and political unrest, import controls and increased","page_number":36,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"dcba81c8-d742-4000-9b5d-2f05103e5746","block_type":"box","text":"competition. Companies in the basic materials industry may be subject to swift fluctuations in supply and demand.","page_number":36,"box":{"x":59,"y":97,"width":805,"height":12}},{"id":"6db43415-5f84-402a-a2d4-244f5c00b703","block_type":"box","text":"Fluctuations may be caused by events relating to political and economic developments, the environmental impact of basic","page_number":36,"box":{"x":60,"y":112,"width":854,"height":12}},{"id":"8441be16-2f7b-40ec-b0ea-9039eaf772d0","block_type":"box","text":"materials operations, and the success of exploration projects. Production of industrial materials often exceeds demand as a","page_number":36,"box":{"x":60,"y":127,"width":862,"height":12}},{"id":"aa967e40-8b00-4422-89dd-19270796b441","block_type":"box","text":"result of over-building or economic downturns, leading to poor investment returns. Issuers in the basic materials industry are","page_number":36,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"4a9a49c1-100f-4920-a9d6-f5b2aed35b09","block_type":"box","text":"at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, delays","page_number":36,"box":{"x":59,"y":157,"width":874,"height":13}},{"id":"703d95cc-c301-4d54-ac3a-d26348028cba","block_type":"box","text":"in technical progress, labor relations, tax and government regulations related to changes to, among other things, energy and","page_number":36,"box":{"x":60,"y":172,"width":870,"height":13}},{"id":"78c2abb6-6278-4ad0-9530-dcce2cdebae8","block_type":"box","text":"environmental policies.","page_number":36,"box":{"x":59,"y":188,"width":161,"height":12}},{"id":"79484401-cd8c-43fd-b797-7d0c321050b0","block_type":"box","text":"Risk of Investing in the Biotechnology Industry.","page_number":36,"box":{"x":60,"y":214,"width":339,"height":12}},{"id":"46f56c4e-3056-4ce3-bf08-d6ec37cc3514","block_type":"box","text":"Biotechnology companies depend on the successful development of new","page_number":36,"box":{"x":409,"y":214,"width":512,"height":12}},{"id":"c72831f1-a6e5-4f0d-8522-53da1a2dbc54","block_type":"box","text":"and proprietary technologies. There can be no assurance that the development of new technologies will be successful or that","page_number":36,"box":{"x":59,"y":229,"width":878,"height":12}},{"id":"c94409ad-49d2-4d33-8c73-0bf5529e783c","block_type":"box","text":"intellectual property rights will be obtained with respect to new technologies. The loss or impairment of intellectual property","page_number":36,"box":{"x":60,"y":244,"width":871,"height":13}},{"id":"72fff850-782f-4809-bb59-b2bad8d1c344","block_type":"box","text":"rights may adversely affect the profitability of biotechnology companies. In addition, companies in the biotechnology","page_number":36,"box":{"x":60,"y":259,"width":818,"height":13}},{"id":"e8046552-d7e2-4d91-960c-13a47aca1566","block_type":"box","text":"industry spend heavily on research and development and their products or services may not prove commercially successful","page_number":36,"box":{"x":60,"y":274,"width":861,"height":13}},{"id":"69303209-ab9e-42ee-a210-e83fd5f774c7","block_type":"box","text":"or may become obsolete quickly. The risks of high development costs may be exacerbated by the inability to raise prices as a","page_number":36,"box":{"x":59,"y":290,"width":872,"height":12}},{"id":"8282d79d-ab7c-4e79-a352-3b125739dc31","block_type":"box","text":"result of managed care pressure, government regulation or price controls. Biotechnology companies can suffer persistent","page_number":36,"box":{"x":60,"y":305,"width":849,"height":12}},{"id":"7d0bd4f0-4ce5-43ce-86f8-9a7920822122","block_type":"box","text":"losses during the transition of new products from development to production or when products are or may be subject to","page_number":36,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"4337f92d-c5b8-4c0f-9301-6a6a40d5c18c","block_type":"box","text":"regulatory approval processes or regulatory scrutiny and, as a consequence, the earnings of biotechnology companies may","page_number":36,"box":{"x":60,"y":335,"width":861,"height":12}},{"id":"e83af0ad-5a03-4644-89e9-f4fb68d0511f","block_type":"box","text":"be erratic. Companies in the biotechnology industry are also exposed to the risk that they will be subject to products liability","page_number":36,"box":{"x":60,"y":350,"width":867,"height":12}},{"id":"a2a7ac91-66fa-44dc-bb67-465a23f01c0b","block_type":"box","text":"claims. Companies involved in the biotechnology industry may be subject to extensive government regulations by the U.S.","page_number":36,"box":{"x":59,"y":365,"width":852,"height":13}},{"id":"e7c82815-bcc2-4996-8a42-794d33e89887","block_type":"box","text":"Food and Drug Administration, the U.S. Environmental Protection Agency and the U.S. Department of Agriculture, among","page_number":36,"box":{"x":60,"y":380,"width":849,"height":13}},{"id":"50a00cd5-db57-4607-b091-58062989cc9e","block_type":"box","text":"other foreign and domestic regulators. Such regulation may significantly affect and limit biotechnology research, product","page_number":36,"box":{"x":59,"y":395,"width":848,"height":13}},{"id":"5c8e3ce5-abd6-4dc1-a3ae-c7277f65328f","block_type":"box","text":"development and approval of products.","page_number":36,"box":{"x":59,"y":411,"width":275,"height":12}},{"id":"7a87bc48-19b4-40cf-9f0d-9b3caf6558ee","block_type":"box","text":"Risk of Investing in the Communication Services Sector.","page_number":36,"box":{"x":60,"y":437,"width":400,"height":12}},{"id":"9f840695-639a-4f06-9bfa-ea17429b5267","block_type":"box","text":"The communication services sector consists of both companies in","page_number":36,"box":{"x":469,"y":437,"width":463,"height":12}},{"id":"9889c7fc-b4b8-45cf-9c94-cf9d9574d3e1","block_type":"box","text":"the telecommunication services industry as well as those in the media and entertainment industry. Examples of companies in","page_number":36,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"965d3c42-36b3-42df-9af9-f9f15615aa86","block_type":"box","text":"the telecommunication services industry group include providers of fiber-optic, fixed-line, cellular and wireless","page_number":36,"box":{"x":59,"y":467,"width":773,"height":13}},{"id":"e6b58b7d-4511-4742-a42c-0958ea0c23bb","block_type":"box","text":"telecommunications networks. Companies in the media and entertainment industry group encompass a variety of services","page_number":36,"box":{"x":59,"y":482,"width":860,"height":13}},{"id":"fb5df3be-0226-4c90-af3f-1f90caa6a5d2","block_type":"box","text":"and products including television broadcasting, gaming products, social media, networking platforms, online classifieds,","page_number":36,"box":{"x":59,"y":497,"width":842,"height":13}},{"id":"9e47fba3-e08a-4da2-9bcc-095feedc5a32","block_type":"box","text":"online review websites, and Internet search engines. Companies in the communication services sector may be affected by","page_number":36,"box":{"x":59,"y":513,"width":852,"height":12}},{"id":"1f97a4a7-7572-4ad6-8c43-a132f8f61ce5","block_type":"box","text":"industry competition, substantial capital requirements, government regulation, and obsolescence of communications","page_number":36,"box":{"x":60,"y":528,"width":822,"height":12}},{"id":"dbad7164-01c2-4efc-b713-b9ab7fe52d36","block_type":"box","text":"products and services due to technological advancement. Fluctuating domestic and international demand, shifting","page_number":36,"box":{"x":59,"y":543,"width":803,"height":12}},{"id":"8ff3abc4-79c8-457b-aa7f-68282b81d066","block_type":"box","text":"demographics and often unpredictable changes in consumer tastes can drastically affect a communication services","page_number":36,"box":{"x":59,"y":558,"width":809,"height":12}},{"id":"dcd013d3-0a59-41ce-8be6-47c0b2abd342","block_type":"box","text":"company’s profitability. In addition, while all companies may be susceptible to network security breaches, certain companies","page_number":36,"box":{"x":59,"y":573,"width":871,"height":12}},{"id":"a67eedbd-e06e-4e96-b823-c9b1d93efef9","block_type":"box","text":"in the communication services sector may be particular targets of hacking and potential theft of proprietary or consumer","page_number":36,"box":{"x":60,"y":588,"width":848,"height":13}},{"id":"1597429c-6036-498a-9efb-64b3b2f838f0","block_type":"box","text":"information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":36,"box":{"x":60,"y":603,"width":701,"height":13}},{"id":"2d1ba3df-9c9b-47a1-99ab-03321465a5d1","block_type":"box","text":"The communication services sector of a country’s economy is often subject to extensive government regulation. The costs of","page_number":36,"box":{"x":59,"y":630,"width":879,"height":12}},{"id":"c6f47652-18e9-49bd-887c-cc8d2280054c","block_type":"box","text":"complying with governmental regulations, delays or failure to receive required regulatory approvals, or the enactment of new","page_number":36,"box":{"x":59,"y":645,"width":876,"height":12}},{"id":"f9056cb6-00f2-4daa-8634-5bc61a4a10f2","block_type":"box","text":"regulatory requirements may negatively affect the business of communications companies. Government actions around the","page_number":36,"box":{"x":60,"y":660,"width":866,"height":12}},{"id":"8a09625b-9ce1-44bc-8097-44de48283665","block_type":"box","text":"world, specifically in the area of pre-marketing clearance of products and prices, can be arbitrary and unpredictable. The","page_number":36,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"e3cfe4f3-10fd-459c-9f32-38114d12f4a9","block_type":"box","text":"communications services sector can also be significantly affected by intense competition for market share, including","page_number":36,"box":{"x":59,"y":690,"width":815,"height":13}},{"id":"83f81a06-5a4f-4d1b-9945-81eba42eb092","block_type":"box","text":"competition with alternative technologies such as wireless communications, product compatibility and standardization,","page_number":36,"box":{"x":59,"y":705,"width":838,"height":13}},{"id":"e52a6f23-7d80-49e4-b5e3-4ccfd28146ee","block_type":"box","text":"consumer preferences, rapid product obsolescence, research and development of new products, lack of standardization or","page_number":36,"box":{"x":59,"y":720,"width":858,"height":13}},{"id":"79294a66-2bc5-4eb6-801f-080ac9e97985","block_type":"box","text":"compatibility with existing technologies, and a dependency on patent and copyright protections. Companies in the","page_number":36,"box":{"x":59,"y":736,"width":803,"height":12}},{"id":"743a7311-c1b8-4363-b576-b453bb0edab1","block_type":"box","text":"communication services sector may encounter distressed cash flows due to the need to commit substantial capital to meet","page_number":36,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"c3e6136c-96ac-4d92-a241-15cf4ca39192","block_type":"box","text":"increasing competition, particularly in developing new products and services using new technology. Technological","page_number":36,"box":{"x":60,"y":766,"width":799,"height":12}},{"id":"5ebc9b95-4d12-4482-b384-d76f31299daa","block_type":"box","text":"innovations may make the products and services of certain communications companies obsolete.","page_number":36,"box":{"x":60,"y":781,"width":683,"height":12}},{"id":"d787663c-3370-463e-9b2f-6398467a44ee","block_type":"box","text":"Telecommunications providers with exposure to the U.S. are generally required to obtain franchises or licenses in order to","page_number":36,"box":{"x":59,"y":807,"width":850,"height":13}},{"id":"b5ad03eb-520d-4128-ab18-5ad142f22604","block_type":"box","text":"provide services in a given location. Licensing and franchise rights in the telecommunications sector are limited, which may","page_number":36,"box":{"x":59,"y":823,"width":865,"height":12}},{"id":"41dbafb0-b4b0-4355-98a5-401b5dfb2295","block_type":"box","text":"provide an advantage to certain participants. Limited availability of such rights, high barriers to market entry and regulatory","page_number":36,"box":{"x":59,"y":838,"width":863,"height":12}},{"id":"2c68f4da-d537-4d7e-9f09-7c4170bf6204","block_type":"box","text":"oversight, among other factors, have led to consolidation of companies within the sector, which could lead to further","page_number":36,"box":{"x":59,"y":853,"width":819,"height":12}},{"id":"a1da0cdd-4ef9-4248-b465-7fb8efb3678f","block_type":"box","text":"regulation or other negative effects in the future. Telecommunications providers investing in non-U.S. countries may be","page_number":36,"box":{"x":60,"y":868,"width":833,"height":12}},{"id":"7d636e0f-4280-4af8-8719-ec2d233d137e","block_type":"box","text":"24","page_number":36,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"e288734a-3955-4aab-a221-4dd91d080909","block_type":"box","text":"subject to similar risks. Additional risks include those related to competitive challenges in the U.S. from non-U.S. competitors","page_number":37,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"dc67f969-8e49-48b9-8050-fd5241a763ad","block_type":"box","text":"engaged in strategic joint ventures with U.S. companies and in non-U.S. markets from both U.S. and non-U.S. competitors.","page_number":37,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"751fba98-c3e4-4246-8f43-3bb36c3e0ee7","block_type":"box","text":"Companies in the media and entertainment industries can be significantly affected by several factors, including competition,","page_number":37,"box":{"x":59,"y":108,"width":869,"height":13}},{"id":"87bb87a0-4525-42a5-90a2-b3a0ff08a4e0","block_type":"box","text":"particularly in formulation of products and services using new technologies, cyclicality of revenues and earnings, a potential","page_number":37,"box":{"x":59,"y":123,"width":867,"height":13}},{"id":"0052136a-ca53-46fd-9981-b2e034b5b728","block_type":"box","text":"decrease in the discretionary income of targeted individuals, changing consumer tastes and interests, and the potential","page_number":37,"box":{"x":59,"y":138,"width":834,"height":13}},{"id":"59b78ecf-b933-4707-94a2-9db7bfeac499","block_type":"box","text":"increase in government regulation. Companies in the media and entertainment industries may become obsolete quickly.","page_number":37,"box":{"x":60,"y":154,"width":840,"height":12}},{"id":"30e4a0a4-db1e-4470-b9ac-ac01ce42b30c","block_type":"box","text":"Advertising spending can be an important revenue source for media and entertainment companies. During economic","page_number":37,"box":{"x":59,"y":169,"width":823,"height":12}},{"id":"80a9474b-847e-4a2c-b22e-f8de6348081d","block_type":"box","text":"downturns advertising spending typically decreases and, as a result, media and entertainment companies tend to generate","page_number":37,"box":{"x":59,"y":184,"width":859,"height":12}},{"id":"d708337c-e432-4e1e-88c0-ccc8a99c4ed4","block_type":"box","text":"less revenue.","page_number":37,"box":{"x":60,"y":199,"width":88,"height":10}},{"id":"e72c25d9-e6d6-45e9-89cf-a9b6b94aa42a","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":37,"box":{"x":60,"y":225,"width":396,"height":13}},{"id":"c45fb692-0c49-4990-8fb3-6007a0ed8412","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":37,"box":{"x":466,"y":225,"width":446,"height":13}},{"id":"0f6c47c7-5f8f-4989-a5cc-bf0e4be61d07","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":37,"box":{"x":59,"y":240,"width":862,"height":13}},{"id":"d99051b9-b99f-4e94-9372-4ee9867fe71f","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":37,"box":{"x":60,"y":256,"width":871,"height":12}},{"id":"ce59aaf8-674f-4e79-a512-0136eace400c","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":37,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"d47352b4-5095-44ca-b77d-ff9324f073b1","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":37,"box":{"x":60,"y":286,"width":822,"height":12}},{"id":"7649739a-a844-4019-b15b-223351eb8a36","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":37,"box":{"x":59,"y":301,"width":827,"height":12}},{"id":"d3fd7391-beb6-4f70-8be7-350ce3613e33","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":37,"box":{"x":60,"y":316,"width":850,"height":12}},{"id":"cdfc9b2b-c14e-4eb3-b542-bc1b6e29d1cc","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":37,"box":{"x":60,"y":331,"width":838,"height":13}},{"id":"7ad98a02-898b-45da-9eb3-7d0a76425cc7","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":37,"box":{"x":59,"y":346,"width":870,"height":13}},{"id":"35843322-06d2-4c3f-825e-72b39e8474ab","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":37,"box":{"x":59,"y":361,"width":824,"height":13}},{"id":"04f71c75-940d-4c02-a20f-8e94fac70d19","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":37,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"402e79d5-94c8-4f9b-9738-5b80f8702bef","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":37,"box":{"x":60,"y":392,"width":741,"height":12}},{"id":"c83c1360-4c0c-4277-8db1-1181d0410836","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":37,"box":{"x":60,"y":418,"width":351,"height":12}},{"id":"9416beb9-5144-46c0-bb7a-e0117353d058","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":37,"box":{"x":421,"y":418,"width":504,"height":12}},{"id":"a07d4302-ba81-42cc-a444-c05c7cbe02c3","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":37,"box":{"x":59,"y":433,"width":873,"height":13}},{"id":"c2cc9551-4554-4be4-bc30-054ddf52e478","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":37,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"64dbd1c7-7fc4-472f-b712-ee477e7b2d95","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":37,"box":{"x":59,"y":463,"width":868,"height":13}},{"id":"335505b3-04f9-4a88-b1bb-b4f331ca546b","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":37,"box":{"x":60,"y":479,"width":850,"height":12}},{"id":"3e559fe9-2126-4ade-919d-5e717bef18f1","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":37,"box":{"x":59,"y":494,"width":849,"height":12}},{"id":"f4248fa5-c44c-4669-ab89-7033064a85ef","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":37,"box":{"x":59,"y":509,"width":870,"height":12}},{"id":"e3ca0db6-a7b7-4406-8f57-9024229f2a14","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":37,"box":{"x":59,"y":524,"width":848,"height":12}},{"id":"94b75003-cc29-45a1-a903-b00c8c8e94b8","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":37,"box":{"x":60,"y":539,"width":838,"height":12}},{"id":"02bb6156-0d5a-489a-988f-c2cbaafcde9e","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":37,"box":{"x":60,"y":554,"width":864,"height":13}},{"id":"07efae60-cce9-4772-9d71-994e84fdd38a","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":37,"box":{"x":59,"y":569,"width":873,"height":13}},{"id":"1f37dca5-3642-4539-9374-03db8772ec44","block_type":"box","text":"their profitability.","page_number":37,"box":{"x":59,"y":584,"width":117,"height":13}},{"id":"6002dc76-db22-4dee-a8b5-655e71660e25","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":37,"box":{"x":60,"y":611,"width":270,"height":12}},{"id":"5a102917-78ba-48b6-9985-90b0c1d197eb","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":37,"box":{"x":339,"y":611,"width":591,"height":12}},{"id":"10e04745-b0a1-489d-a9f2-712fa9bf2c25","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":37,"box":{"x":59,"y":626,"width":789,"height":12}},{"id":"f4be6265-af31-49a5-8dc4-284e0726d637","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":37,"box":{"x":59,"y":641,"width":854,"height":12}},{"id":"7e1dfc0e-ab2c-4dbd-abfd-c1d4686b69ea","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":37,"box":{"x":59,"y":656,"width":853,"height":13}},{"id":"a307c064-ac53-4354-905d-234a582833de","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in a Fund’s portfolio becomes","page_number":37,"box":{"x":59,"y":671,"width":821,"height":13}},{"id":"3ad5c53c-f1a3-494b-8a65-1424558bb2cb","block_type":"box","text":"distressed, a Fund could lose all or a substantial portion of its investment. The energy sector is cyclical and is highly","page_number":37,"box":{"x":59,"y":686,"width":807,"height":13}},{"id":"d603eae2-7b7c-42db-90ae-cc37db954d34","block_type":"box","text":"dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long periods of","page_number":37,"box":{"x":59,"y":702,"width":847,"height":12}},{"id":"2cd3d3ec-24b5-4726-99fc-ed0cf7ce3658","block_type":"box","text":"time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries","page_number":37,"box":{"x":59,"y":717,"width":874,"height":12}},{"id":"f3165868-1cc3-49c7-8d8f-3e9eb6811087","block_type":"box","text":"(“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the","page_number":37,"box":{"x":60,"y":732,"width":820,"height":12}},{"id":"f6374b85-0dbd-449d-9a9c-d2a85f217e91","block_type":"box","text":"regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical conflicts,","page_number":37,"box":{"x":60,"y":747,"width":863,"height":12}},{"id":"8561b51f-c4e1-43f2-834d-de9c0724b09a","block_type":"box","text":"and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by","page_number":37,"box":{"x":59,"y":762,"width":824,"height":12}},{"id":"a8cc7ae1-e21a-4964-8c56-6266fc13bd2a","block_type":"box","text":"terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability from","page_number":37,"box":{"x":59,"y":777,"width":870,"height":13}},{"id":"46d4a8f5-96b5-43a4-b6bd-979f72f35e7a","block_type":"box","text":"accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and gas","page_number":37,"box":{"x":59,"y":792,"width":859,"height":13}},{"id":"458b0bcc-06e4-404e-a88c-c32f63944656","block_type":"box","text":"deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition to","page_number":37,"box":{"x":59,"y":807,"width":860,"height":13}},{"id":"e406e1bb-54de-4e1c-967b-531fe90b626b","block_type":"box","text":"the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":37,"box":{"x":59,"y":823,"width":860,"height":12}},{"id":"916582c8-fc78-43ab-962d-df591451fae3","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":37,"box":{"x":60,"y":838,"width":876,"height":12}},{"id":"f0226205-f2ab-4caf-97da-8a5d68377d0e","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":37,"box":{"x":60,"y":853,"width":835,"height":12}},{"id":"f4249420-f000-41b1-a60b-274634c05439","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":37,"box":{"x":59,"y":868,"width":755,"height":12}},{"id":"3a6fcff9-18fd-4243-a0f2-ff222dc9260f","block_type":"box","text":"e.g","page_number":37,"box":{"x":816,"y":871,"width":20,"height":9}},{"id":"f8ab427c-267b-4e87-83ec-0dbcd938af26","block_type":"box","text":".,","page_number":37,"box":{"x":837,"y":876,"width":6,"height":3}},{"id":"95c86005-6762-4470-8f7d-f83940fb20a3","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":37,"box":{"x":59,"y":883,"width":850,"height":12}},{"id":"4fbf7d99-4ab6-4a8a-8d4f-0d7b326b0944","block_type":"box","text":"25","page_number":37,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f8462eae-fca7-4058-9fb6-e9e41bb5bd78","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":38,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"e80d93c4-2501-4d09-a957-d4f25b013216","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":38,"box":{"x":59,"y":82,"width":861,"height":12}},{"id":"d46c316f-a29b-45e4-acc2-4fc352282b43","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":38,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"f1029218-4eff-4ac3-8ced-cfc6d82e9a2d","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":38,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"76744c89-7e73-4d8d-9528-90979c41ccea","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":38,"box":{"x":59,"y":127,"width":839,"height":12}},{"id":"a7d747a2-d5eb-472c-9ce7-7421356e1665","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":38,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"eb29ec41-a734-47f2-8faf-f05cb697fbe6","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":38,"box":{"x":60,"y":157,"width":610,"height":13}},{"id":"eb9c8982-2e8f-4ebc-81e2-9bd7cba9d97b","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":38,"box":{"x":59,"y":184,"width":831,"height":12}},{"id":"6a935b82-1604-4026-af04-b2ac24066243","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":38,"box":{"x":60,"y":199,"width":843,"height":12}},{"id":"1087aecc-2cce-4053-ac3c-5ff2dee401b5","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":38,"box":{"x":59,"y":214,"width":854,"height":12}},{"id":"82b5a9e3-342a-4e22-9b7e-1e0388df245a","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":38,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"157c2c7a-475d-4095-8fc1-5bb64a2286c4","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":38,"box":{"x":59,"y":244,"width":871,"height":13}},{"id":"21ba882d-3eec-4b2b-9d82-8322cfb17c6b","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":38,"box":{"x":59,"y":259,"width":874,"height":13}},{"id":"ba78c650-fad8-46b1-9126-b4e56abc9786","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":38,"box":{"x":59,"y":274,"width":865,"height":13}},{"id":"68fe14d4-aec5-4a7f-bc8c-aec8dadca79f","block_type":"box","text":"may have a severe adverse effect on the performance of a Fund.","page_number":38,"box":{"x":60,"y":290,"width":445,"height":12}},{"id":"c2e10474-5749-40b7-80d2-8c96e4ff1677","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":38,"box":{"x":60,"y":316,"width":292,"height":12}},{"id":"e9436133-e81b-47f2-b217-fac010c0cec4","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":38,"box":{"x":361,"y":316,"width":534,"height":12}},{"id":"47763f44-7625-4223-9a25-d77383ac47a4","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":38,"box":{"x":60,"y":331,"width":836,"height":13}},{"id":"623fc6dc-9487-49e7-a37b-dcf17a9c87bb","block_type":"box","text":"companies (","page_number":38,"box":{"x":59,"y":346,"width":86,"height":13}},{"id":"70fc061c-10d9-4b42-85dc-2b5e7dd6ed78","block_type":"box","text":"e.g.","page_number":38,"box":{"x":146,"y":349,"width":23,"height":10}},{"id":"d248d3fb-3d43-4c10-83e8-ab2814b52c0d","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":38,"box":{"x":171,"y":346,"width":706,"height":13}},{"id":"155d4df7-19e6-47d5-837d-f3d1ba4fde61","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":38,"box":{"x":59,"y":361,"width":491,"height":13}},{"id":"640626a8-5bab-4eab-9827-f4678f787a9f","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":38,"box":{"x":59,"y":388,"width":865,"height":12}},{"id":"1bc2a209-d121-4184-8bfd-898af7fd1452","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":38,"box":{"x":59,"y":403,"width":870,"height":12}},{"id":"49e9bed4-6888-4860-92a5-e864771fafb6","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":38,"box":{"x":59,"y":418,"width":814,"height":12}},{"id":"1db54905-8b28-4e00-b87d-43a4611aefe1","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":38,"box":{"x":59,"y":433,"width":878,"height":13}},{"id":"a56a4d4a-d404-4a26-a114-20d5cab1b99f","block_type":"box","text":"the companies in which a Fund invests, including legislation in many countries that may increase government regulation,","page_number":38,"box":{"x":59,"y":448,"width":847,"height":13}},{"id":"666b7e90-fdc5-44a6-9bd0-b62c8dab6d0c","block_type":"box","text":"repatriation and other intervention. The impact of governmental intervention and legislative changes on any individual","page_number":38,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"b5f7d5fd-a613-4797-a636-682290e18e0c","block_type":"box","text":"financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies has been","page_number":38,"box":{"x":59,"y":479,"width":870,"height":12}},{"id":"122d5fb4-0945-4dcc-b1a1-4d902623252a","block_type":"box","text":"and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including interest","page_number":38,"box":{"x":59,"y":494,"width":854,"height":12}},{"id":"fa7dc47b-c5d0-424e-b6c7-f724db9afa84","block_type":"box","text":"rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including","page_number":38,"box":{"x":60,"y":509,"width":833,"height":12}},{"id":"3096f68c-0efd-4f8f-8f18-2e7494c4fc2c","block_type":"box","text":"market share and price competition. Financial companies in foreign countries are subject to market-specific and general","page_number":38,"box":{"x":60,"y":524,"width":839,"height":12}},{"id":"d0faaab7-b300-4c97-b1cb-c889b7b8e997","block_type":"box","text":"regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and","page_number":38,"box":{"x":60,"y":539,"width":871,"height":12}},{"id":"3db7f87d-068a-41b3-a214-dcdbe900c0fc","block_type":"box","text":"controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices and","page_number":38,"box":{"x":59,"y":554,"width":810,"height":13}},{"id":"1b447f14-f1ac-48d0-8387-b1c70a0e5de1","block_type":"box","text":"restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and potential","page_number":38,"box":{"x":60,"y":569,"width":870,"height":13}},{"id":"38bf1d1c-c349-4a03-8a05-637605d5ea52","block_type":"box","text":"theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their","page_number":38,"box":{"x":59,"y":584,"width":846,"height":13}},{"id":"29f47c25-c1b6-4e96-9365-6a451348ab22","block_type":"box","text":"businesses.","page_number":38,"box":{"x":60,"y":600,"width":78,"height":9}},{"id":"a371b020-6452-42e3-bcda-d79cd480be45","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":38,"box":{"x":59,"y":626,"width":879,"height":12}},{"id":"0cfdabf9-6149-4723-9c9e-906de2690d01","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":38,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"9d5cee61-c306-4d04-8880-25f0866a1cf1","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":38,"box":{"x":59,"y":656,"width":830,"height":13}},{"id":"6795f7cb-a051-4d52-bebc-dc4447feefb6","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":38,"box":{"x":59,"y":671,"width":872,"height":13}},{"id":"95c9fa2a-61c7-42df-bbf0-3ea9f74d6631","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":38,"box":{"x":60,"y":686,"width":855,"height":13}},{"id":"bd97e806-81a7-4d6a-a3e4-a3b10b490b3e","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":38,"box":{"x":59,"y":702,"width":730,"height":12}},{"id":"68d42353-97b1-4b82-b68c-48efedbebe7c","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":38,"box":{"x":60,"y":728,"width":844,"height":12}},{"id":"557b05a3-01d2-4517-9f7d-a8cf1b241916","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":38,"box":{"x":60,"y":743,"width":834,"height":12}},{"id":"ba9f7b16-08e5-47a6-a4aa-49970e4fff13","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":38,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"3c4089cc-9a91-43f2-b9b3-af6df850cf7f","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":38,"box":{"x":60,"y":773,"width":850,"height":13}},{"id":"2e76d643-1b7b-4744-aeda-b8ed1853368f","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":38,"box":{"x":59,"y":788,"width":820,"height":13}},{"id":"2531454b-3b2b-4cb7-96bd-0017ef91e453","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":38,"box":{"x":59,"y":804,"width":876,"height":12}},{"id":"b33f0697-d12c-4f65-abf1-ebf3539b97e6","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":38,"box":{"x":59,"y":819,"width":836,"height":12}},{"id":"9ff65815-823c-432e-814b-09e655004d0d","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":38,"box":{"x":59,"y":834,"width":842,"height":12}},{"id":"c90b5c76-6174-4252-aa2c-e77135c184ae","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":38,"box":{"x":59,"y":849,"width":815,"height":12}},{"id":"bde2b2a9-8fca-41a8-a970-a128c1d53117","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":38,"box":{"x":59,"y":864,"width":828,"height":12}},{"id":"4152da33-d5a2-4937-acf3-51156c2af03f","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":38,"box":{"x":59,"y":879,"width":870,"height":13}},{"id":"fa437d89-c618-4e8e-ba42-dd7cde13a5ca","block_type":"box","text":"26","page_number":38,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a22899f4-344c-4d42-aaaf-04bc9761a84a","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":39,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"319b17d5-8e62-4989-97a5-3533d22c67fb","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":39,"box":{"x":60,"y":82,"width":861,"height":12}},{"id":"9af7819a-abf5-44c9-8b48-6e3bd270463f","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":39,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"93b8954c-c7b4-4435-820c-734e4a796062","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":39,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"4ef6f263-4648-494b-a33a-905c8ebc2771","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":39,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"8c418bc0-dd2b-49de-b480-6d5fc21122f8","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":39,"box":{"x":59,"y":142,"width":873,"height":13}},{"id":"42f8768a-3755-4df3-ae6f-291c8facab49","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":39,"box":{"x":59,"y":157,"width":665,"height":13}},{"id":"6f8c033c-c87e-4738-99f6-e7c09c8d5cf9","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":39,"box":{"x":60,"y":184,"width":299,"height":12}},{"id":"c036a61a-9ca4-4d6e-81c7-d6cc868825c1","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":39,"box":{"x":368,"y":184,"width":557,"height":12}},{"id":"1e9465f8-4c78-4ddb-97e4-d6ebd9fd2432","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":39,"box":{"x":59,"y":199,"width":839,"height":12}},{"id":"3701088e-5765-4756-833d-9dbce2f43b2e","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":39,"box":{"x":59,"y":214,"width":834,"height":12}},{"id":"bd5d8523-4c4f-4fce-ad91-16f8750c3a0b","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":39,"box":{"x":60,"y":229,"width":816,"height":12}},{"id":"04c12885-5b15-4ccc-908c-6996f0bb37c9","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":39,"box":{"x":59,"y":244,"width":850,"height":13}},{"id":"fca9c238-d252-4a23-8d68-676bc58c9ddb","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":39,"box":{"x":60,"y":271,"width":862,"height":12}},{"id":"f4233ab1-a59d-4953-9d98-b0f3a60b7cd1","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":39,"box":{"x":59,"y":286,"width":854,"height":12}},{"id":"98df5bd8-8567-4713-9cc7-b82de4758670","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":39,"box":{"x":60,"y":301,"width":860,"height":12}},{"id":"1b12039a-c01c-4aa8-9545-ee85e4547eff","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":39,"box":{"x":60,"y":316,"width":620,"height":12}},{"id":"7d72a6dd-bcdf-4b7a-ae88-9a3bb38c9b99","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":39,"box":{"x":60,"y":343,"width":861,"height":12}},{"id":"a5e523ce-e742-4ae6-a2a4-b0bd488396a9","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":39,"box":{"x":59,"y":358,"width":860,"height":12}},{"id":"4fc881ab-9cb2-467d-b375-8134be0e0525","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":39,"box":{"x":59,"y":373,"width":843,"height":12}},{"id":"974c66ea-6838-4164-9afc-c577092b9e9e","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":39,"box":{"x":60,"y":388,"width":867,"height":12}},{"id":"2f84aa50-a9ab-4c8b-a0c3-da5ef2bd668d","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":39,"box":{"x":59,"y":403,"width":868,"height":12}},{"id":"f3d4f88b-3593-4839-8b63-e7ba688dfba7","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":39,"box":{"x":59,"y":418,"width":845,"height":12}},{"id":"16035925-7bda-4b8c-8ec2-ac2af9c45300","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":39,"box":{"x":59,"y":433,"width":858,"height":13}},{"id":"431f76e4-f877-4cf6-830f-41447617b498","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":39,"box":{"x":59,"y":448,"width":870,"height":13}},{"id":"2ede0b6b-e93b-4b55-ae9a-2ded2be5e8d5","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":39,"box":{"x":59,"y":463,"width":811,"height":13}},{"id":"4b484124-11c5-47e7-bfa2-d2868d57b179","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":39,"box":{"x":60,"y":479,"width":834,"height":12}},{"id":"2cfc7566-86fc-4d81-ad3a-47c888f6a66d","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":39,"box":{"x":59,"y":494,"width":879,"height":12}},{"id":"ac0b2671-7ef3-44b1-b463-e4ae1183a342","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":39,"box":{"x":60,"y":509,"width":861,"height":12}},{"id":"91347da5-cee0-4e44-af25-72508eda6397","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":39,"box":{"x":59,"y":524,"width":845,"height":12}},{"id":"663d07a5-bc29-4a94-8340-1a85c94b0427","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":39,"box":{"x":59,"y":539,"width":846,"height":12}},{"id":"26c20fc8-8286-43ec-9f7c-802999b70d87","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":39,"box":{"x":60,"y":554,"width":841,"height":13}},{"id":"4b4b9805-17e1-47bd-8a76-c4d5daa0d901","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":39,"box":{"x":59,"y":569,"width":793,"height":13}},{"id":"7ee2031a-bd89-430c-b7b7-9a40c628c43b","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":39,"box":{"x":59,"y":596,"width":872,"height":12}},{"id":"885d5ba1-d0ee-4d3b-9cc4-c20139718efc","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":39,"box":{"x":59,"y":611,"width":861,"height":12}},{"id":"b23dd7df-c274-4117-a1b6-c2072c45b506","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":39,"box":{"x":60,"y":626,"width":828,"height":12}},{"id":"eea981be-8b6c-4b6f-bdcd-1e92db2bdf9c","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":39,"box":{"x":59,"y":641,"width":789,"height":12}},{"id":"b687ba46-b5e8-4fca-a7ec-96efe686ff25","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":39,"box":{"x":59,"y":656,"width":822,"height":13}},{"id":"2b06da4f-ecfa-432c-b5ca-eb54c4c01290","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":39,"box":{"x":59,"y":671,"width":787,"height":13}},{"id":"547b29ce-5ae1-4359-bb5f-7b32cfa3c622","block_type":"box","text":"Risk of Investing in the Home Construction Industry.","page_number":39,"box":{"x":60,"y":698,"width":376,"height":12}},{"id":"814c5ad4-dc49-44b5-a3ea-09e1b11fc866","block_type":"box","text":"The home construction industry may be significantly affected by","page_number":39,"box":{"x":445,"y":698,"width":452,"height":12}},{"id":"43cd1286-acac-4986-943b-138a66aaf063","block_type":"box","text":"changes in government spending, zoning laws, economic conditions, interest rates, commodity prices, consumer confidence","page_number":39,"box":{"x":59,"y":713,"width":874,"height":12}},{"id":"fc4c9eba-5319-4e34-bb2a-fbf723d8d563","block_type":"box","text":"and spending, taxation, demographic patterns, real estate values, overbuilding, housing starts, and new and existing home","page_number":39,"box":{"x":59,"y":728,"width":858,"height":12}},{"id":"cc69d4d7-9b55-480b-87e3-f417210f9ce5","block_type":"box","text":"sales. Rising interest rates, reductions in mortgage availability to consumers, increasing foreclosure rates or increases in the","page_number":39,"box":{"x":59,"y":743,"width":863,"height":12}},{"id":"0a36a4ec-4b58-46f1-9e30-12dbdf5556ca","block_type":"box","text":"costs of owning a home could reduce the market for new homes and adversely affect the profitability of home construction","page_number":39,"box":{"x":59,"y":758,"width":864,"height":13}},{"id":"8aeecfec-3b31-4e34-8906-9d59dccfee34","block_type":"box","text":"companies. Different segments of the home construction industry can be significantly affected by environmental clean-up","page_number":39,"box":{"x":59,"y":773,"width":854,"height":13}},{"id":"ec380dc4-3438-4d7d-b53d-beaeea3b74c6","block_type":"box","text":"costs and catastrophic events such as earthquakes, hurricanes and terrorist acts. 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The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":39,"box":{"x":59,"y":875,"width":849,"height":13}},{"id":"7c8b98b0-e234-4d47-bc72-ca481483b845","block_type":"box","text":"27","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"923ad2b4-f4c2-477e-b0f2-ac7a22bf1584","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":40,"box":{"x":59,"y":67,"width":844,"height":12}},{"id":"4e2bba26-51d5-4637-aecb-11cc5ac70725","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":40,"box":{"x":59,"y":82,"width":824,"height":12}},{"id":"267dd705-5442-41b4-af00-0b2309997d6c","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. Aerospace and defense","page_number":40,"box":{"x":59,"y":97,"width":803,"height":12}},{"id":"062316b3-a7d5-44d7-8ce5-4c795365d1d6","block_type":"box","text":"companies, a component of the industrials sector, can be significantly affected by government spending policies because","page_number":40,"box":{"x":59,"y":112,"width":848,"height":12}},{"id":"22d38c3f-2379-4a22-9593-04b747ae4181","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":40,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"69e1fd27-1b4a-4535-b0ad-01e56673b1fb","block_type":"box","text":"the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental","page_number":40,"box":{"x":59,"y":142,"width":869,"height":13}},{"id":"aff68173-945c-4287-84cd-e2f5f5884102","block_type":"box","text":"defense spending policies, which are typically under pressure from efforts to control government budgets. Transportation","page_number":40,"box":{"x":59,"y":157,"width":850,"height":13}},{"id":"64c0fc58-c43a-4ecc-a4c4-5f02e706f50f","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":40,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"9c2b9c09-36c4-4aa3-951b-8379b9798bf8","block_type":"box","text":"labor relations and insurance costs. 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Infrastructure companies may be adversely","page_number":40,"box":{"x":59,"y":335,"width":856,"height":12}},{"id":"05e67143-4f61-4e87-8dc2-7764a670c6c4","block_type":"box","text":"affected by commodity price volatility, changes in exchange rates, import controls, depletion of resources, technological","page_number":40,"box":{"x":59,"y":350,"width":838,"height":12}},{"id":"080b3665-ed6d-4380-8e78-6a89224123ae","block_type":"box","text":"developments, and labor relations. There is also the risk that corruption may negatively affect publicly funded infrastructure","page_number":40,"box":{"x":59,"y":365,"width":865,"height":13}},{"id":"d383a6cc-add4-44d3-a3dd-c23ce07df3df","block_type":"box","text":"projects, especially in emerging markets, resulting in delays and cost overruns. Infrastructure issuers can be significantly","page_number":40,"box":{"x":59,"y":380,"width":841,"height":13}},{"id":"02eec722-37cd-4f09-9115-ea67e395673e","block_type":"box","text":"affected by government spending policies because companies involved in this industry rely to a significant extent on U.S. and","page_number":40,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"97f9ca39-b519-4ea5-9cda-81bfd61fd0c2","block_type":"box","text":"other government demand for their products.","page_number":40,"box":{"x":59,"y":411,"width":319,"height":12}},{"id":"ef4d360d-5313-4718-a49c-d6d299e5c400","block_type":"box","text":"Infrastructure companies in the oil and gas industry may be adversely affected by government regulation or world events in","page_number":40,"box":{"x":60,"y":437,"width":861,"height":12}},{"id":"ab4c5370-c6f8-4369-a16e-429a2afb7a02","block_type":"box","text":"the regions where the companies operate (","page_number":40,"box":{"x":59,"y":452,"width":301,"height":12}},{"id":"bae26b9e-2340-41ed-b9d1-e8634f73e498","block_type":"box","text":"e.g.","page_number":40,"box":{"x":361,"y":455,"width":23,"height":9}},{"id":"9b4f383d-5e18-4b58-9b7a-cf4cc285e78d","block_type":"box","text":", expropriation, nationalization, confiscation of assets and property or the","page_number":40,"box":{"x":386,"y":452,"width":512,"height":12}},{"id":"4f86575e-4a18-4715-9f85-00e17ded2ae4","block_type":"box","text":"imposition of restrictions on foreign investments and repatriation of capital, military coups, social unrest, violence or labor","page_number":40,"box":{"x":60,"y":467,"width":853,"height":13}},{"id":"2def9989-d4cb-4bbb-8366-b5c87c7dc1d7","block_type":"box","text":"unrest). Infrastructure companies may have significant capital investments in, or engage in transactions involving, emerging","page_number":40,"box":{"x":60,"y":482,"width":866,"height":13}},{"id":"94c19e18-d47d-4e53-995a-2c714053bbc5","block_type":"box","text":"market countries, which may heighten these risks.","page_number":40,"box":{"x":60,"y":497,"width":350,"height":13}},{"id":"04cfe7a5-227f-4a54-9f5a-d00139ddf7f7","block_type":"box","text":"Operations Risk.","page_number":40,"box":{"x":59,"y":524,"width":112,"height":12}},{"id":"51cc6558-5cf0-40f8-87d9-0252951cd471","block_type":"box","text":"The failure of an infrastructure company to carry adequate insurance or to operate its assets appropriately","page_number":40,"box":{"x":177,"y":524,"width":744,"height":12}},{"id":"8836ec9b-7953-4f75-931e-41b0da1c8035","block_type":"box","text":"could lead to significant losses. Infrastructure may be adversely affected by environmental clean-up costs and catastrophic","page_number":40,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"72021ad0-6717-429c-8354-1a88b467adbd","block_type":"box","text":"events such as earthquakes, hurricanes and terrorist acts.","page_number":40,"box":{"x":59,"y":554,"width":402,"height":13}},{"id":"3a3d77ed-b75e-4204-acd1-09775b395042","block_type":"box","text":"Customer Risk.","page_number":40,"box":{"x":59,"y":581,"width":103,"height":9}},{"id":"7f073602-46fc-43f3-a801-53d85cc18c7b","block_type":"box","text":"Infrastructure companies can be dependent upon a narrow customer base. Additionally, if these customers","page_number":40,"box":{"x":169,"y":581,"width":748,"height":12}},{"id":"2794b6d4-1e4b-422b-bfc6-c17d62c67aff","block_type":"box","text":"fail to pay their obligations, significant revenues could be lost and may not be replaceable.","page_number":40,"box":{"x":59,"y":596,"width":629,"height":12}},{"id":"920d09e1-dda7-4629-9e9c-92e3e79df0b7","block_type":"box","text":"Regulatory Risk.","page_number":40,"box":{"x":59,"y":622,"width":110,"height":13}},{"id":"db247947-5a35-4f05-a80d-6ac0943d14f9","block_type":"box","text":"Infrastructure companies may be subject to significant regulation by various governmental authorities and","page_number":40,"box":{"x":176,"y":622,"width":743,"height":13}},{"id":"f19fc926-8b81-4415-9802-db3769ab6a28","block_type":"box","text":"also may be affected by regulation of rates charged to customers, service interruption due to environmental, operational or","page_number":40,"box":{"x":59,"y":637,"width":860,"height":13}},{"id":"846a2bd3-31e4-4a7c-9906-e5931d4389a6","block_type":"box","text":"other events, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.","page_number":40,"box":{"x":59,"y":652,"width":811,"height":13}},{"id":"b731c353-0d38-467b-8852-c2520bf50b33","block_type":"box","text":"Strategic Asset Risk.","page_number":40,"box":{"x":58,"y":679,"width":140,"height":12}},{"id":"0f5c2315-09ba-4b04-9188-1b05490c1ea8","block_type":"box","text":"Infrastructure companies may control significant strategic assets (","page_number":40,"box":{"x":205,"y":679,"width":463,"height":12}},{"id":"f2fe7938-d114-49b9-b691-a06b2a1c4268","block_type":"box","text":"e.g.","page_number":40,"box":{"x":669,"y":682,"width":23,"height":9}},{"id":"acabaa6d-c844-4639-87e5-1dac265e45c4","block_type":"box","text":", major pipelines or highways),","page_number":40,"box":{"x":694,"y":679,"width":213,"height":12}},{"id":"a4b0d4b7-35af-42a8-9f39-6f900b1f0e6a","block_type":"box","text":"which are assets that have a national or regional profile, and may have monopolistic characteristics. Given their national or","page_number":40,"box":{"x":59,"y":694,"width":858,"height":12}},{"id":"d8c81768-ec35-4bbd-a856-ecc34baa68de","block_type":"box","text":"regional profile or irreplaceable nature, strategic assets could generate additional risk not common in other industry sectors","page_number":40,"box":{"x":60,"y":709,"width":865,"height":12}},{"id":"70e4e77a-eca4-4e06-91e5-0819e91088e8","block_type":"box","text":"and they may be targeted for terrorist acts or adverse political actions.","page_number":40,"box":{"x":59,"y":724,"width":490,"height":13}},{"id":"05c8c34d-439d-4124-99b1-fe775e0a517f","block_type":"box","text":"Interest Rate Risk.","page_number":40,"box":{"x":59,"y":751,"width":123,"height":9}},{"id":"9759ff3e-81c0-4982-abc2-b3dd8cdc2f71","block_type":"box","text":"Rising interest rates could result in higher costs of capital for infrastructure companies, which could","page_number":40,"box":{"x":189,"y":751,"width":697,"height":12}},{"id":"bdc37bd8-b66f-40a1-810e-f2f57fdfac53","block_type":"box","text":"negatively impact their ability to meet payment obligations.","page_number":40,"box":{"x":60,"y":766,"width":414,"height":12}},{"id":"3c63b23d-1129-4f2e-9f22-90db18044614","block_type":"box","text":"Leverage Risk.","page_number":40,"box":{"x":59,"y":792,"width":97,"height":13}},{"id":"2c900fcf-65d1-44c2-ae92-04fc67f3fe62","block_type":"box","text":"Infrastructure companies can be highly leveraged, which increases investments risk and other risks normally","page_number":40,"box":{"x":163,"y":792,"width":758,"height":13}},{"id":"eed2c2cc-65fb-49f3-9937-544e0354674d","block_type":"box","text":"associated with debt financing and could adversely affect an infrastructure company’s operations and market value in","page_number":40,"box":{"x":59,"y":807,"width":824,"height":13}},{"id":"b2c6f6de-e025-4f34-aaf9-1053347472ea","block_type":"box","text":"periods of rising interest rates.","page_number":40,"box":{"x":59,"y":823,"width":211,"height":12}},{"id":"2dbc0e67-e633-4e5e-827a-a32320df3580","block_type":"box","text":"Inflation Risk.","page_number":40,"box":{"x":59,"y":849,"width":92,"height":11}},{"id":"68bedc30-7f95-4676-a40b-b7e6892c1c04","block_type":"box","text":"Many infrastructure companies may have fixed income streams. Consequently, their market values may decline","page_number":40,"box":{"x":158,"y":849,"width":777,"height":12}},{"id":"1d69a487-cde6-4840-8274-ddd868d3ef92","block_type":"box","text":"in times of higher inflation. Additionally, the prices that an infrastructure company is able to charge users of its assets may be","page_number":40,"box":{"x":60,"y":864,"width":875,"height":12}},{"id":"c6eb34e7-dcb9-4d87-89b6-5f220038de34","block_type":"box","text":"28","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"454a9a32-f124-4958-865e-1c79f2109f9c","block_type":"box","text":"linked to inflation, whether by government regulation, contractual arrangement or other factors. In this case, changes in the","page_number":41,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"2de87bd7-0dcf-4568-af0b-a91210746f88","block_type":"box","text":"rate of inflation may affect the company’s profitability.","page_number":41,"box":{"x":60,"y":82,"width":376,"height":12}},{"id":"31042eb2-d70f-49d5-a1e8-6c4d80084148","block_type":"box","text":"Transportation Risk.","page_number":41,"box":{"x":60,"y":108,"width":137,"height":13}},{"id":"1ac88536-78e4-4ab6-90c8-f8071e92fb36","block_type":"box","text":"The stock prices of companies in the transportation industry group are affected by both supply and","page_number":41,"box":{"x":203,"y":108,"width":695,"height":13}},{"id":"f2a7cc87-9c76-4f94-81a8-93e48da22072","block_type":"box","text":"demand for their specific product. Government regulation, world events and economic conditions may affect the","page_number":41,"box":{"x":59,"y":123,"width":789,"height":13}},{"id":"61255085-222b-419c-b3d8-e800798ce387","block_type":"box","text":"performance of companies in the transportation industry group.","page_number":41,"box":{"x":59,"y":138,"width":448,"height":13}},{"id":"506f1853-9704-4c48-a829-cc248f0ea5ca","block_type":"box","text":"Oil and Gas Risk.","page_number":41,"box":{"x":59,"y":165,"width":115,"height":10}},{"id":"7a8f8f61-e5e0-4919-821c-b71f4e21ff26","block_type":"box","text":"The profitability of oil and gas companies is related to worldwide energy prices, exploration, and production","page_number":41,"box":{"x":180,"y":165,"width":754,"height":12}},{"id":"34374fba-7e71-47e4-b7d2-b2cf9ccc062b","block_type":"box","text":"spending.","page_number":41,"box":{"x":59,"y":180,"width":67,"height":12}},{"id":"b2c2018c-26e2-4c0e-9231-c44133d43a78","block_type":"box","text":"Utilities Risk.","page_number":41,"box":{"x":60,"y":206,"width":86,"height":10}},{"id":"1b22df83-1936-43b6-9096-f3c828766ff2","block_type":"box","text":"Utilities companies face intense competition, both domestically and internationally, which may have an adverse","page_number":41,"box":{"x":152,"y":206,"width":779,"height":13}},{"id":"6144551d-4bce-45ec-96fa-63286d1f9e52","block_type":"box","text":"effect on their profit margins. The rates charged by regulated utility companies are subject to review and limitation by","page_number":41,"box":{"x":59,"y":222,"width":822,"height":12}},{"id":"52ad146c-4bef-46e0-b5c2-e4007e9ecdac","block_type":"box","text":"governmental regulatory commissions.","page_number":41,"box":{"x":59,"y":237,"width":274,"height":12}},{"id":"b0ef1762-5f6e-4005-8e03-cdebc2f37d82","block_type":"box","text":"Risk of Investing in the Insurance Industry.","page_number":41,"box":{"x":60,"y":263,"width":306,"height":12}},{"id":"7f8846ed-193e-4aed-ad0e-930667f8ae36","block_type":"box","text":"The insurance industry is subject to extensive government regulation in some","page_number":41,"box":{"x":375,"y":263,"width":544,"height":12}},{"id":"755c4a8b-d596-4807-b249-03c0b4955600","block_type":"box","text":"countries and can be significantly affected by changes in interest rates, general economic conditions, price and marketing","page_number":41,"box":{"x":59,"y":278,"width":851,"height":13}},{"id":"f33b0e1d-1ab4-485a-a9a5-47b8e7ef32d0","block_type":"box","text":"competition, the imposition of premium rate caps or other changes in government regulation or tax law. Different segments","page_number":41,"box":{"x":59,"y":293,"width":867,"height":13}},{"id":"10990ada-56c9-4c6c-b711-14d0520924c2","block_type":"box","text":"of the insurance industry can be significantly affected by changes in mortality and morbidity rates, environmental clean-up","page_number":41,"box":{"x":59,"y":308,"width":859,"height":13}},{"id":"dc8eeaf8-e026-4eb3-818a-ff99bad2dd40","block_type":"box","text":"costs and catastrophic events such as earthquakes, hurricanes and terrorist acts.","page_number":41,"box":{"x":59,"y":324,"width":565,"height":12}},{"id":"2d8f7418-d57f-4053-9542-a8c7fa3c1a34","block_type":"box","text":"Risk of Investing in the Life Science and Tools Industry.","page_number":41,"box":{"x":60,"y":350,"width":395,"height":12}},{"id":"f049902a-2dd8-43fb-b527-aa2b4644051b","block_type":"box","text":"The profitability of companies in the Life Science and Tools Industry","page_number":41,"box":{"x":463,"y":350,"width":475,"height":12}},{"id":"b832941b-8fd0-4173-a99a-f5f622225e56","block_type":"box","text":"may be affected by limited product focus, rapidly changing technology, product development costs, product liability risks,","page_number":41,"box":{"x":60,"y":365,"width":848,"height":13}},{"id":"f7e817d8-c354-419f-ab9e-bfa68b1614c0","block_type":"box","text":"extensive government regulation, intellectual property rights, and intense competition, any of which may have a material","page_number":41,"box":{"x":59,"y":380,"width":845,"height":13}},{"id":"058f104e-4343-47fe-8bbf-5c7bd68f68b8","block_type":"box","text":"adverse effect on securities prices of a company in which the Fund has invested.","page_number":41,"box":{"x":59,"y":395,"width":560,"height":13}},{"id":"9c2c55c4-0e3b-4b5a-816d-6939b6701633","block_type":"box","text":"Cost containment measures already implemented by the federal government, state governments and the private sector have","page_number":41,"box":{"x":63,"y":422,"width":871,"height":12}},{"id":"ba9f7eb7-caa6-459d-b6a2-af4553424bcd","block_type":"box","text":"adversely affected certain sectors of companies related to healthcare. If not repealed, the continued implementation or","page_number":41,"box":{"x":59,"y":437,"width":831,"height":12}},{"id":"ef2aa8d0-5c58-4da9-a328-7aa0bc3daf54","block_type":"box","text":"expansion of the ACA may create increased demand for healthcare products and services but also may have an adverse","page_number":41,"box":{"x":59,"y":452,"width":837,"height":12}},{"id":"288f4e24-62e4-4569-9074-7e4e8618ff3d","block_type":"box","text":"effect on some companies in the life sciences and tools industry. Increased emphasis on managed care in the United States","page_number":41,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"54f1f77b-e7de-4379-9bd2-40fcef419628","block_type":"box","text":"may put pressure on the price and usage of products sold by life sciences and tools companies in which the Fund may invest","page_number":41,"box":{"x":60,"y":482,"width":872,"height":13}},{"id":"078c2a40-92e2-4539-83b9-d9dfe81798ef","block_type":"box","text":"and may adversely affect the sales and revenues of these companies. In addition, the restructuring or repeal of the ACA may","page_number":41,"box":{"x":59,"y":497,"width":868,"height":13}},{"id":"6d9f0ccc-1220-4ac9-88f8-6ec996994e43","block_type":"box","text":"result in lower utilization of life science and tools products and services. A reduction in the research budget of the National","page_number":41,"box":{"x":60,"y":513,"width":855,"height":12}},{"id":"80f62344-5ac7-46af-98b2-7c429e3f51a6","block_type":"box","text":"Institutes of Health may also result in reduced annual research outlays and adversely impact the demand for life science and","page_number":41,"box":{"x":60,"y":528,"width":868,"height":12}},{"id":"b7538bdc-a82c-4579-b3bf-a0971e21f69e","block_type":"box","text":"tools products and services.","page_number":41,"box":{"x":59,"y":543,"width":195,"height":12}},{"id":"a9362170-3ff1-4f78-b73c-4ec4d2844493","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":41,"box":{"x":60,"y":569,"width":287,"height":13}},{"id":"c362f9d4-0563-4ffb-af6f-e02aa81cb33e","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":41,"box":{"x":356,"y":569,"width":569,"height":13}},{"id":"9ba0dc38-0037-4abf-9b10-c04fe305e764","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":41,"box":{"x":59,"y":584,"width":823,"height":13}},{"id":"f3fb7e5f-6520-4610-85de-cbbdb2cc9fe8","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":41,"box":{"x":59,"y":600,"width":879,"height":12}},{"id":"91d8e649-4b9c-4e71-a9bf-692904c4c585","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which a Fund has exposure.","page_number":41,"box":{"x":59,"y":615,"width":823,"height":12}},{"id":"07044474-582c-4bc7-8a7e-fc17bd41c395","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":41,"box":{"x":59,"y":630,"width":802,"height":12}},{"id":"ec8a8da0-72a8-488a-9239-925c869e53b7","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":41,"box":{"x":60,"y":645,"width":832,"height":12}},{"id":"cb3a59b2-750b-4439-a167-fa075bd459f8","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":41,"box":{"x":60,"y":660,"width":782,"height":12}},{"id":"9e1e51e5-8851-49cb-868d-fb616782b78a","block_type":"box","text":"Risk of Investing in the Medical Equipment Industry.","page_number":41,"box":{"x":60,"y":686,"width":374,"height":13}},{"id":"83afff91-a3b0-4a86-ba7a-0134a8d6b678","block_type":"box","text":"Many companies in the medical equipment industry are heavily","page_number":41,"box":{"x":443,"y":686,"width":443,"height":13}},{"id":"49023608-f83f-42cf-8495-ba0f029f1c88","block_type":"box","text":"dependent on patent protection, and the expiration of patents may adversely affect the profitability of these companies.","page_number":41,"box":{"x":59,"y":702,"width":837,"height":12}},{"id":"b821b544-7459-4495-a373-374625691395","block_type":"box","text":"Companies in the medical equipment industry may be subject to extensive litigation based on product liability and similar","page_number":41,"box":{"x":59,"y":717,"width":850,"height":12}},{"id":"ee276e50-af50-4451-a7ca-998206356803","block_type":"box","text":"claims as well as competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. The","page_number":41,"box":{"x":59,"y":732,"width":870,"height":12}},{"id":"946264a5-ab04-43ee-8ee4-2188be08f1ab","block_type":"box","text":"profitability of some medical equipment companies may be dependent on a relatively limited number of products. In","page_number":41,"box":{"x":59,"y":747,"width":815,"height":12}},{"id":"aaab7ab4-da1d-49e7-8b7f-2edee43669fc","block_type":"box","text":"addition, their products can become obsolete due to industry innovation, changes in technologies or other market","page_number":41,"box":{"x":59,"y":762,"width":800,"height":12}},{"id":"3876a5a4-5646-44fe-ac1c-8e50f5432b17","block_type":"box","text":"developments. Many new products in the medical equipment industry are subject to regulatory approvals, and the process of","page_number":41,"box":{"x":59,"y":777,"width":878,"height":13}},{"id":"507788a5-9e44-4223-9a4a-5bb9dd34231f","block_type":"box","text":"obtaining such approvals is long and costly.","page_number":41,"box":{"x":59,"y":792,"width":304,"height":13}},{"id":"05fb1b88-bd50-4229-a27d-ff94d566b144","block_type":"box","text":"Risk of Investing in Mortgage Real Estate Investment Trusts.","page_number":41,"box":{"x":60,"y":819,"width":430,"height":12}},{"id":"74adc575-e014-4bf5-851c-544ce75a6798","block_type":"box","text":"Mortgage REITs lend money to developers and owners of","page_number":41,"box":{"x":500,"y":819,"width":402,"height":12}},{"id":"f2cb1f0c-1220-45ab-80df-7dc876601802","block_type":"box","text":"properties and invest primarily in mortgages and similar real estate interests. The mortgage REITs receive interest payments","page_number":41,"box":{"x":59,"y":834,"width":865,"height":12}},{"id":"72bea3a0-8888-47e0-a180-fd7a143194a4","block_type":"box","text":"from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to","page_number":41,"box":{"x":59,"y":849,"width":866,"height":12}},{"id":"4d2a4b0b-5880-4d2f-86a4-dde2d69ad1ae","block_type":"box","text":"whom they extend funds. Credit risk is the risk that the borrower will not be able to make timely interest and principal","page_number":41,"box":{"x":59,"y":864,"width":822,"height":12}},{"id":"3c4c7a71-baaf-4c7f-a031-c9d58d2e5eaf","block_type":"box","text":"29","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"84c06b34-5756-4cdf-a0ec-d11088dc946a","block_type":"box","text":"payments on the loan to the REIT. Mortgage REITs also are subject to the risk that the value of mortgaged properties may be","page_number":42,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"15d8f58d-5d33-409f-b668-40b65dba4df6","block_type":"box","text":"less than the amounts owed on the properties. If a mortgage REIT is required to foreclose on a borrower, the amount","page_number":42,"box":{"x":60,"y":82,"width":816,"height":12}},{"id":"6d465db1-c9e5-417b-96a6-cc9a3dc0a5a6","block_type":"box","text":"recovered in connection with the foreclosure may be less than the amount owed to the mortgage REIT.","page_number":42,"box":{"x":60,"y":97,"width":719,"height":12}},{"id":"3d43b9f7-5663-4907-a8eb-9955f47bddf3","block_type":"box","text":"Mortgage REITs are subject to significant interest rate risk. During periods when interest rates are declining, mortgages are","page_number":42,"box":{"x":63,"y":123,"width":859,"height":13}},{"id":"b286fd25-3834-43b7-b84e-0d15ebc14aba","block_type":"box","text":"often refinanced or prepaid. Refinancing or prepayment of mortgages may reduce the yield of mortgage REITs. When interest","page_number":42,"box":{"x":59,"y":138,"width":877,"height":13}},{"id":"37dee3fa-eb93-4d3c-abac-1049879b3890","block_type":"box","text":"rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates","page_number":42,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"316d49bc-14e8-43e0-99ed-7dbcce9e8ea6","block_type":"box","text":"rise, the value of a REIT’s investment in fixed rate obligations can be expected to decline. In addition, rising interest rates","page_number":42,"box":{"x":60,"y":169,"width":839,"height":12}},{"id":"f11893af-3353-4a7d-ad67-4e55f16a90f6","block_type":"box","text":"generally increase the costs of obtaining financing, which could cause the value of a mortgage REIT’s investments to decline.","page_number":42,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"6e8e60da-04d8-48eb-927c-6e9ee66dece7","block_type":"box","text":"A REIT’s investment in adjustable rate obligations may react differently to interest rate changes than an investment in fixed","page_number":42,"box":{"x":59,"y":199,"width":858,"height":12}},{"id":"126491ce-cea3-4ca1-8ea6-932cdbf7ba21","block_type":"box","text":"rate obligations. As interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT’s investment in","page_number":42,"box":{"x":60,"y":214,"width":848,"height":12}},{"id":"65c7cd21-06e0-4c82-88eb-4da73712d5e0","block_type":"box","text":"such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments","page_number":42,"box":{"x":59,"y":229,"width":864,"height":12}},{"id":"f2568818-3491-4171-bde1-5dd5569b322f","block_type":"box","text":"to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.","page_number":42,"box":{"x":59,"y":244,"width":825,"height":13}},{"id":"9e154520-d338-4b82-a01a-ce31cd9a2621","block_type":"box","text":"Mortgage REITs typically use leverage (and in many cases, may be highly leveraged), which increases investment risk and","page_number":42,"box":{"x":63,"y":271,"width":849,"height":12}},{"id":"d0d20a17-01c3-47f9-adde-826a0d5dad23","block_type":"box","text":"could adversely affect a REIT’s operations and market value in periods of rising interest rates, increased interest rate volatility,","page_number":42,"box":{"x":59,"y":286,"width":873,"height":12}},{"id":"ac32ae93-675b-4b32-90a5-9f6d3c6e4067","block_type":"box","text":"downturns in the economy and reductions in the availability of financing or deterioration in the conditions of the REIT’s","page_number":42,"box":{"x":59,"y":301,"width":835,"height":12}},{"id":"6aa84700-4c42-482c-9830-0e12f15875f6","block_type":"box","text":"mortgage-related assets.","page_number":42,"box":{"x":60,"y":316,"width":173,"height":12}},{"id":"f5bcb8d4-e637-4b1c-b6e3-84f287e2bd0a","block_type":"box","text":"Risk of Investing in the Natural Resources Industry.","page_number":42,"box":{"x":60,"y":343,"width":366,"height":12}},{"id":"6b551b1d-8945-4cc8-a5aa-c629026e44c4","block_type":"box","text":"The profitability of companies in the natural resources industry can be","page_number":42,"box":{"x":435,"y":343,"width":491,"height":12}},{"id":"687b09d7-a758-46f8-845b-44ffcd64ccb3","block_type":"box","text":"affected by worldwide energy prices, limits on exploration, and production spending. Companies in the natural resources","page_number":42,"box":{"x":59,"y":358,"width":845,"height":12}},{"id":"0cb6e4e7-2528-428c-9ced-d9eb65c6be21","block_type":"box","text":"industry are affected by government regulation, world events and economic conditions. Companies in the natural resources","page_number":42,"box":{"x":60,"y":373,"width":864,"height":12}},{"id":"968764eb-7b5a-43af-859a-8fb8713bc71e","block_type":"box","text":"industry are at risk for environmental damage claims. Companies in the natural resources industry could be adversely","page_number":42,"box":{"x":60,"y":388,"width":821,"height":12}},{"id":"6a6400c2-ccf4-4437-aa93-55a09a021b54","block_type":"box","text":"affected by commodity price volatility, changes in exchange rates, imposition of import controls and increased competition.","page_number":42,"box":{"x":59,"y":403,"width":864,"height":12}},{"id":"b28e0712-1688-4e27-b08e-b88d9d334570","block_type":"box","text":"Companies in the natural resources industry may be adversely affected by depletion of natural resources, technological","page_number":42,"box":{"x":59,"y":418,"width":831,"height":12}},{"id":"2aa75156-3690-4645-a122-9d4c32f77a67","block_type":"box","text":"developments, and labor relations.","page_number":42,"box":{"x":59,"y":433,"width":241,"height":13}},{"id":"e30eb50e-3887-4113-b4bc-662b7d6a5613","block_type":"box","text":"Risk of Investing in the Pharmaceuticals Industry.","page_number":42,"box":{"x":60,"y":460,"width":355,"height":12}},{"id":"f71c86ea-3195-42d6-9258-998b5adcd59b","block_type":"box","text":"Companies in the pharmaceuticals industry are subject to competitive","page_number":42,"box":{"x":424,"y":460,"width":490,"height":12}},{"id":"e1e8864b-6055-4dd2-9b41-b72fb4f11bc9","block_type":"box","text":"forces that may make it difficult to raise prices and, in fact, may result in price discounting. The profitability of some","page_number":42,"box":{"x":59,"y":475,"width":808,"height":12}},{"id":"a6f54af3-edbd-45f5-b85b-c8725c40e869","block_type":"box","text":"companies in the pharmaceuticals industry may be dependent on a relatively limited number of products. In addition, their","page_number":42,"box":{"x":59,"y":490,"width":859,"height":12}},{"id":"85b65634-59e3-49fd-bc7f-94332acb5f6a","block_type":"box","text":"products can become obsolete due to industry innovation, changes in technologies or other market developments. Many","page_number":42,"box":{"x":59,"y":505,"width":849,"height":12}},{"id":"8b95aab9-24be-488f-8ed5-c803797ac632","block_type":"box","text":"new products in the pharmaceuticals industry are subject to government approvals, regulation and reimbursement rates","page_number":42,"box":{"x":60,"y":520,"width":842,"height":12}},{"id":"db39e92c-4c79-4d98-b135-97ec6d94f6e3","block_type":"box","text":"which may affect companies’ profitability. The process of obtaining government approvals may be long and costly. Many","page_number":42,"box":{"x":59,"y":535,"width":843,"height":13}},{"id":"acf7d5df-3aab-4631-b283-62af7629c75c","block_type":"box","text":"companies in the pharmaceuticals industry are heavily dependent on patents and intellectual property rights. The loss or","page_number":42,"box":{"x":59,"y":550,"width":845,"height":13}},{"id":"324c3258-b0cb-4476-bfdd-904afcd5e701","block_type":"box","text":"impairment of these rights may adversely affect the profitability of these companies. Companies in the pharmaceutical","page_number":42,"box":{"x":60,"y":566,"width":828,"height":12}},{"id":"7ba741b2-ded8-4fbb-8f62-8583934c6634","block_type":"box","text":"industry may be subject to extensive litigation based on product liability and similar claims.","page_number":42,"box":{"x":60,"y":581,"width":635,"height":12}},{"id":"eeb028b4-f332-49c9-99c9-287e5095b6cb","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":42,"box":{"x":60,"y":607,"width":313,"height":12}},{"id":"c90b2625-5024-4337-8339-ff9f60e1125e","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":42,"box":{"x":382,"y":607,"width":519,"height":12}},{"id":"e380d37c-71dc-46d7-bfc5-e5d10478717e","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":42,"box":{"x":59,"y":622,"width":867,"height":13}},{"id":"7d636dbe-e454-42b7-b9a4-027a6c125c6b","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":42,"box":{"x":60,"y":637,"width":859,"height":13}},{"id":"cbaccf0a-74ba-42a9-acfc-ad0f60ea0098","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":42,"box":{"x":59,"y":652,"width":838,"height":13}},{"id":"54654770-dc58-49e8-8f5f-5019211b28f4","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":42,"box":{"x":60,"y":668,"width":818,"height":12}},{"id":"21daff46-57e3-4bf9-a077-f8beb82228ea","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":42,"box":{"x":59,"y":683,"width":869,"height":12}},{"id":"ef941a77-c3fa-4092-81b9-1376fb8bd0f8","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":42,"box":{"x":59,"y":698,"width":439,"height":12}},{"id":"83611619-8533-46fc-a39c-48ecf2ae0d7c","block_type":"box","text":"Concentration Risk.","page_number":42,"box":{"x":59,"y":724,"width":134,"height":10}},{"id":"1950fd78-7541-4f63-be11-606342bffeba","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":42,"box":{"x":200,"y":724,"width":718,"height":13}},{"id":"41758d26-dc66-44cc-882f-0ac29bbf72e4","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":42,"box":{"x":59,"y":739,"width":855,"height":13}},{"id":"83458bb0-02fa-48dc-9786-e61b3634d658","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":42,"box":{"x":60,"y":754,"width":416,"height":13}},{"id":"88ba6ca0-d826-408a-93a1-1fdce407c303","block_type":"box","text":"Distressed Investment Risk.","page_number":42,"box":{"x":59,"y":781,"width":189,"height":10}},{"id":"4ea6854b-f804-4681-9da3-43d463d4e294","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":42,"box":{"x":254,"y":781,"width":595,"height":12}},{"id":"650a9fc8-bba8-45a6-98d5-37c1e3ed413a","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":42,"box":{"x":60,"y":796,"width":858,"height":12}},{"id":"eb2cca3e-4bba-4bcb-97d7-160e43c5e267","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":42,"box":{"x":59,"y":811,"width":806,"height":13}},{"id":"46da6e94-52e0-43f8-bbf2-6cd127a14478","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":42,"box":{"x":60,"y":826,"width":856,"height":13}},{"id":"90af14b6-3bee-4987-b203-5a8b500e538f","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":42,"box":{"x":59,"y":841,"width":879,"height":13}},{"id":"cdc3bf21-b77e-4bf2-8c49-1588073e5c92","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":42,"box":{"x":60,"y":857,"width":587,"height":12}},{"id":"e13270c2-e46f-41e7-92b4-21cc087088a0","block_type":"box","text":"30","page_number":42,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"db37e478-34b7-4e0d-a38f-76eeae1ae1a3","block_type":"box","text":"Illiquidity Risk.","page_number":43,"box":{"x":59,"y":67,"width":98,"height":12}},{"id":"c1f55757-ed45-4a7d-9342-3bfc131a45e1","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":43,"box":{"x":163,"y":67,"width":723,"height":12}},{"id":"1e5d96ab-0e79-4162-8c46-08afc5cde8bd","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":43,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"293f38c3-3300-4b99-a076-f7780a9a46e4","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":43,"box":{"x":59,"y":97,"width":869,"height":12}},{"id":"af23df02-3b96-4ae7-ae3b-109872634d53","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":43,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"2b47bb7c-f34e-41c7-ac4d-a10af3198025","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":43,"box":{"x":60,"y":127,"width":819,"height":12}},{"id":"0a754091-5ef3-457e-8ba5-e3f08a9db442","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":43,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"111bb717-b470-4128-adc2-244cc1008b3e","block_type":"box","text":"Interest Rate Risk.","page_number":43,"box":{"x":59,"y":169,"width":123,"height":9}},{"id":"465f3eea-00d2-44e2-b4d4-0f0cb2ef3ca7","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":43,"box":{"x":189,"y":169,"width":679,"height":12}},{"id":"d6444050-dee5-409f-b031-e5f86424259b","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":43,"box":{"x":60,"y":184,"width":842,"height":12}},{"id":"0cbd489d-522f-4b5a-b580-987fced44642","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":43,"box":{"x":60,"y":199,"width":679,"height":12}},{"id":"8d194c38-f663-4511-a3a7-09afe4cf5684","block_type":"box","text":"Leverage Risk.","page_number":43,"box":{"x":59,"y":225,"width":97,"height":13}},{"id":"33c49ed6-8dbc-474b-a46e-7622ce7f5e50","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":43,"box":{"x":163,"y":225,"width":774,"height":13}},{"id":"56e4a1aa-14d3-466f-a567-7db009f719ed","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":43,"box":{"x":59,"y":240,"width":875,"height":13}},{"id":"b16f1692-6368-41b5-834d-a986bb4c17be","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":43,"box":{"x":59,"y":256,"width":876,"height":12}},{"id":"f8141ea7-b798-48b2-8d17-b2b3026cae8d","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":43,"box":{"x":59,"y":271,"width":872,"height":12}},{"id":"52949f6f-99b1-4bda-8ddb-f70c932c26dd","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":43,"box":{"x":59,"y":286,"width":857,"height":12}},{"id":"33ee2b34-ebbc-427f-b237-669189400c8f","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":43,"box":{"x":60,"y":301,"width":876,"height":12}},{"id":"fa969cdd-d6fe-4cd1-a57a-742b78c90851","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":43,"box":{"x":59,"y":316,"width":851,"height":12}},{"id":"4ec98871-30d5-4ed2-a696-bd8d19b07b4c","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":43,"box":{"x":59,"y":331,"width":600,"height":13}},{"id":"25682408-6230-4f08-a7ec-970c78b0a1b3","block_type":"box","text":"Loan Foreclosure Risk.","page_number":43,"box":{"x":59,"y":358,"width":154,"height":9}},{"id":"48ac830a-50a6-45ab-bdaf-4e55437fb359","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":43,"box":{"x":219,"y":358,"width":664,"height":12}},{"id":"a72877b7-c425-429b-8f77-1b57061073b4","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":43,"box":{"x":59,"y":373,"width":871,"height":12}},{"id":"0980faee-df86-4126-9495-4b34520eeb6f","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":43,"box":{"x":59,"y":388,"width":819,"height":12}},{"id":"fa4f4d26-7ae5-4172-8809-395bfd6ffbe1","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":43,"box":{"x":59,"y":403,"width":868,"height":12}},{"id":"ba3a86dd-419e-4c8b-8eae-702f5d68702e","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":43,"box":{"x":60,"y":418,"width":871,"height":12}},{"id":"ca028012-7d4a-440d-bb0c-2b7d987599ea","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":43,"box":{"x":60,"y":433,"width":796,"height":13}},{"id":"4bfaa7e0-cbe8-4bbc-aac2-23bfcb0013b3","block_type":"box","text":"Management Risk.","page_number":43,"box":{"x":59,"y":460,"width":130,"height":12}},{"id":"bc49a084-5e7d-4d92-8f89-e42f1c349ce1","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":43,"box":{"x":195,"y":460,"width":734,"height":12}},{"id":"b26df8a9-3c2e-4ca4-835c-386305a955c9","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":43,"box":{"x":60,"y":475,"width":872,"height":12}},{"id":"95b81a86-517e-4339-b72b-4efa02931fd2","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":43,"box":{"x":59,"y":490,"width":838,"height":12}},{"id":"7274b11a-fd72-45ca-b87e-8eb59fbb9e86","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":43,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"cac0498e-eb90-4e87-9a38-762d8fb64be9","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":43,"box":{"x":58,"y":520,"width":822,"height":12}},{"id":"95cbdeaf-b273-4ee1-8b0c-773be29714eb","block_type":"box","text":"properties may be limited.","page_number":43,"box":{"x":59,"y":535,"width":181,"height":13}},{"id":"6a563dbe-a59c-412d-aaf1-73da0bcfac62","block_type":"box","text":"Property Risk.","page_number":43,"box":{"x":59,"y":562,"width":94,"height":12}},{"id":"db00f32c-7d99-4601-8ad5-4eb744908281","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":43,"box":{"x":160,"y":562,"width":752,"height":12}},{"id":"a1e70477-6d1f-4478-ab24-61518f03d052","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":43,"box":{"x":59,"y":577,"width":794,"height":12}},{"id":"2448c200-a86c-4744-afa5-5ec89c6c0fb0","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":43,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"d1d963f7-b14b-4ac6-a9e9-c2a1d9f8f486","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":43,"box":{"x":59,"y":607,"width":819,"height":12}},{"id":"db3968c4-a625-4520-a553-eff89f743478","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":43,"box":{"x":60,"y":622,"width":859,"height":13}},{"id":"f6c7d846-45d6-47f2-b9ad-fc9a093017ef","block_type":"box","text":"Regulatory Risk.","page_number":43,"box":{"x":59,"y":649,"width":110,"height":12}},{"id":"345eabab-5756-4f2d-8cf8-0d46836ec3f0","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":43,"box":{"x":176,"y":649,"width":754,"height":12}},{"id":"5e865317-e6f7-403b-9f5c-1b377fc23e31","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":43,"box":{"x":60,"y":664,"width":828,"height":12}},{"id":"cc81aeed-429a-41b9-a750-23aecc2e7b75","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":43,"box":{"x":59,"y":679,"width":844,"height":12}},{"id":"38e3079c-2600-48bd-a68f-78d26ea3f90a","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":43,"box":{"x":59,"y":694,"width":855,"height":12}},{"id":"5acbe78c-37b0-4bac-abac-9affb3d73e4d","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":43,"box":{"x":60,"y":709,"width":867,"height":12}},{"id":"786b0127-10f5-4ac3-8774-f1592909d0bd","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":43,"box":{"x":59,"y":724,"width":433,"height":13}},{"id":"7ff27e09-56f0-4ada-a1e2-9a94fde0253c","block_type":"box","text":"Underlying Investment Risk.","page_number":43,"box":{"x":60,"y":751,"width":191,"height":12}},{"id":"538034d5-1beb-4352-a580-2aea8107162a","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":43,"box":{"x":258,"y":751,"width":625,"height":12}},{"id":"42225c45-49fd-47c2-8a11-7bdc3a1dd4ac","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":43,"box":{"x":59,"y":766,"width":848,"height":12}},{"id":"721dd1ba-eb7a-47f7-a195-ec0993ff3f6d","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":43,"box":{"x":59,"y":781,"width":876,"height":12}},{"id":"c2501710-66be-41d7-807c-913c23e840cb","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":43,"box":{"x":59,"y":796,"width":876,"height":12}},{"id":"7303b2e1-2014-4b2c-a78c-f3db82b67998","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":43,"box":{"x":60,"y":811,"width":871,"height":13}},{"id":"b9dfe579-81f2-4404-acfa-4058c335ed64","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":43,"box":{"x":59,"y":826,"width":868,"height":13}},{"id":"7ddae20f-fab2-45cc-bd31-54c8e3bd3ffc","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":43,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"0b86a9fa-c7fd-488d-b6d6-daf2eb2f73c8","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":43,"box":{"x":60,"y":857,"width":820,"height":12}},{"id":"9ad7ab30-c53c-44b8-9624-b45fcd5c1803","block_type":"box","text":"ranking. Investments in commercial mortgage-backed securities may also be junior in priority in the event of bankruptcy or","page_number":43,"box":{"x":60,"y":872,"width":861,"height":12}},{"id":"90243f1f-8f81-47e3-adcd-7f82a7b8e3dc","block_type":"box","text":"similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral.","page_number":43,"box":{"x":59,"y":887,"width":850,"height":12}},{"id":"e233e530-b312-4ac3-9732-d09b92ef87ac","block_type":"box","text":"31","page_number":43,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"20c6c9e1-a52a-4eb6-bf42-fbfcd23a95fc","block_type":"box","text":"The ability of a holder of junior claims to proceed against a defaulting issuer is circumscribed by the terms of the particular","page_number":44,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"72b89825-0b90-4f97-8b77-bba94e45fd84","block_type":"box","text":"contractual arrangement, which vary considerably from transaction to transaction.","page_number":44,"box":{"x":59,"y":82,"width":579,"height":12}},{"id":"e38a4bbc-1c17-43b1-ab96-971cc341485d","block_type":"box","text":"U.S. Tax Risk.","page_number":44,"box":{"x":60,"y":108,"width":89,"height":10}},{"id":"c8c37e54-794d-44e5-ab19-77e12f2d3762","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":44,"box":{"x":155,"y":108,"width":739,"height":13}},{"id":"3daa77d3-cb56-4615-b07f-b61e87646595","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":44,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"ef9e0119-3de2-4862-953b-914a7da6fab9","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":44,"box":{"x":59,"y":138,"width":871,"height":13}},{"id":"3d847ff8-39ac-45c3-aa92-c0dd3cb639d3","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":44,"box":{"x":60,"y":154,"width":810,"height":12}},{"id":"c65eac35-b2ff-4989-abcf-67a52986972e","block_type":"box","text":"successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise,","page_number":44,"box":{"x":59,"y":169,"width":822,"height":12}},{"id":"9d7608d6-b13a-4f68-abc6-7b12b51e83fa","block_type":"box","text":"penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.","page_number":44,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"631a0c74-d904-497a-a5b1-115a671d7139","block_type":"box","text":"Because REITs often do not provide complete tax information until after the calendar year-end, a Fund may at times need to","page_number":44,"box":{"x":60,"y":199,"width":866,"height":12}},{"id":"37ec38c1-e8d7-4be5-a93e-400e98a3d599","block_type":"box","text":"request permission to extend the deadline for issuing your tax reporting statement or supplement the information otherwise","page_number":44,"box":{"x":60,"y":214,"width":871,"height":12}},{"id":"aa24aacb-b0be-4bdd-88f3-7b674912e602","block_type":"box","text":"provided to you.","page_number":44,"box":{"x":59,"y":229,"width":112,"height":12}},{"id":"a0e02d85-326b-4247-884d-587cf9be04e1","block_type":"box","text":"Risk of Investing in the Residential and Residential-Related REIT Sub-Industry.","page_number":44,"box":{"x":60,"y":256,"width":560,"height":12}},{"id":"71de6c17-7708-45da-80e6-25d7cf9d03ed","block_type":"box","text":"The Residential and Residential-Related","page_number":44,"box":{"x":629,"y":256,"width":275,"height":9}},{"id":"5609e0d1-738b-4685-a1ae-b9da4fc05d73","block_type":"box","text":"REIT Sub-Industry consists of REITs with exposure to residential real estate and certain types of commercial real estate that","page_number":44,"box":{"x":60,"y":271,"width":862,"height":12}},{"id":"59188cc2-0f75-4063-8311-87e52f5bfd6d","block_type":"box","text":"complements residential real estate, including properties operated by healthcare providers and self-storage companies. In","page_number":44,"box":{"x":59,"y":286,"width":851,"height":12}},{"id":"007b1aa4-ae4e-432c-ae3f-7855a7f850c5","block_type":"box","text":"addition to the risks related to REITs generally, investments in these REITs are subject to additional subsector-specific risks.","page_number":44,"box":{"x":59,"y":301,"width":858,"height":12}},{"id":"937aeb52-c77f-4035-a274-472b3791985f","block_type":"box","text":"Residential real estate may be affected by unique supply and demand factors that do not apply to other REIT sub-sectors. In","page_number":44,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"771014d9-1dd1-45ec-a6c7-eb52e231bf85","block_type":"box","text":"addition, certain investors may already have exposure to residential real estate through ownership of a primary residence or","page_number":44,"box":{"x":59,"y":331,"width":865,"height":13}},{"id":"a2539814-e335-471e-942d-f31d78f0304b","block_type":"box","text":"direct ownership of rental property. The value of healthcare-focused REITs may be affected by changes in federal or state","page_number":44,"box":{"x":59,"y":346,"width":844,"height":13}},{"id":"8f2528ff-e32b-4829-ab17-d18d5d451d82","block_type":"box","text":"regulation of healthcare providers and reimbursement rates to healthcare providers under Medicare, Medicaid and other","page_number":44,"box":{"x":60,"y":361,"width":842,"height":13}},{"id":"d6bcc667-b798-4267-933d-d7584829a95e","block_type":"box","text":"public or private health insurance plans. Unlike less specialized commercial real estate, when tenants vacate healthcare","page_number":44,"box":{"x":59,"y":377,"width":837,"height":12}},{"id":"fea87e00-571a-4d22-aacc-a86aa7fcc5f4","block_type":"box","text":"related properties, the ability of property management to find replacement tenants may be impaired by the properties’","page_number":44,"box":{"x":60,"y":392,"width":825,"height":12}},{"id":"702a9e63-a679-4959-a7ca-05cefdd2d577","block_type":"box","text":"specialized healthcare uses. Investments in self-storage REITs are subject to changes in demand levels for self-storage. In","page_number":44,"box":{"x":59,"y":407,"width":845,"height":12}},{"id":"18b3a892-fabd-4181-9937-00ed82d989c8","block_type":"box","text":"addition, self-storage operators may be liable for unplanned environmental and hazardous waste compliance costs","page_number":44,"box":{"x":59,"y":422,"width":804,"height":12}},{"id":"1735518a-57f2-4dbe-9041-395936396f7f","block_type":"box","text":"associated with operating self-storage locations.","page_number":44,"box":{"x":59,"y":437,"width":339,"height":12}},{"id":"2e425441-8958-44b4-b595-d420e93d7a1d","block_type":"box","text":"Risk of Investing in the Semiconductor Industry.","page_number":44,"box":{"x":60,"y":463,"width":345,"height":13}},{"id":"f6ba3b44-e180-45bb-ae1c-eb6470fd808a","block_type":"box","text":"Semiconductor companies face intense competition, both domestically","page_number":44,"box":{"x":414,"y":463,"width":500,"height":13}},{"id":"a8d0f438-eb55-41f1-b12a-b3b98880a3ba","block_type":"box","text":"and internationally; such competition may have an adverse effect on profit margins. Semiconductor companies may have","page_number":44,"box":{"x":59,"y":479,"width":849,"height":12}},{"id":"ae4c5ea5-84da-4bf4-a906-100e33238180","block_type":"box","text":"limited product lines, markets, financial resources or personnel. The products of semiconductor companies may face","page_number":44,"box":{"x":60,"y":494,"width":817,"height":12}},{"id":"beab8c58-0ba6-4925-bf65-e5ad1187560d","block_type":"box","text":"obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in","page_number":44,"box":{"x":59,"y":509,"width":848,"height":12}},{"id":"9c53696c-594c-4d47-83c4-33289aba79a1","block_type":"box","text":"growth rates and competition for the services of qualified personnel. Capital equipment expenditures could be substantial","page_number":44,"box":{"x":59,"y":524,"width":852,"height":12}},{"id":"2cde84a9-b462-4aee-93a0-9d9ae325d620","block_type":"box","text":"and equipment generally suffers from rapid obsolescence. Companies in the semiconductor industry are heavily dependent","page_number":44,"box":{"x":59,"y":539,"width":863,"height":12}},{"id":"5fc6d08e-0c0c-410f-97e1-7854d5e9ac88","block_type":"box","text":"on patent and intellectual property rights. The loss or impairment of these rights would adversely affect the profitability of","page_number":44,"box":{"x":59,"y":554,"width":854,"height":13}},{"id":"6db9d7e6-9845-4103-8c86-0b82bf3d2ac0","block_type":"box","text":"these companies.","page_number":44,"box":{"x":59,"y":569,"width":121,"height":13}},{"id":"d84996c7-fac0-419b-ae01-e0e4b0fcd80d","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":44,"box":{"x":60,"y":596,"width":313,"height":12}},{"id":"9f918595-c4f5-4281-a8a1-3eee12f602c4","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":44,"box":{"x":382,"y":596,"width":508,"height":12}},{"id":"91c45254-84b2-412c-b971-557b022fc22f","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":44,"box":{"x":59,"y":611,"width":830,"height":12}},{"id":"eb3f977f-8447-4d59-a2de-5ca9264b10eb","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":44,"box":{"x":59,"y":626,"width":803,"height":12}},{"id":"50746987-f165-4496-a0c8-6ebb543c75fd","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":44,"box":{"x":59,"y":641,"width":838,"height":12}},{"id":"ce05b99b-a5b0-4432-95a8-4e899c084939","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":44,"box":{"x":59,"y":656,"width":861,"height":13}},{"id":"f66da5c4-88b5-4ae0-af0b-4a4e560d7dbd","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":44,"box":{"x":59,"y":671,"width":815,"height":13}},{"id":"391c7e9b-a655-4073-b7bc-643cd4d50298","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":44,"box":{"x":59,"y":686,"width":864,"height":13}},{"id":"616c01dd-0ad0-4d66-a8c5-97a39c26d51c","block_type":"box","text":"legal action. These companies also may be adversely affected by, among other things, actual or perceived security","page_number":44,"box":{"x":60,"y":702,"width":796,"height":12}},{"id":"03cdeb92-96d8-4311-8c23-000e2a7bb0b0","block_type":"box","text":"vulnerabilities or other defects in their products and services, which may result in lawsuits, government enforcement actions","page_number":44,"box":{"x":59,"y":717,"width":871,"height":12}},{"id":"35812680-b41c-492e-8756-1240aab1baad","block_type":"box","text":"and other remediation costs.","page_number":44,"box":{"x":59,"y":732,"width":201,"height":10}},{"id":"3dd8e050-30e4-4ac6-a9f6-241f1ab622eb","block_type":"box","text":"Risk of Investing in the Telecommunications Sector.","page_number":44,"box":{"x":60,"y":758,"width":371,"height":13}},{"id":"25532dec-e509-44cc-ac87-29bc2fe881c9","block_type":"box","text":"The telecommunications sector of a country’s economy is often","page_number":44,"box":{"x":440,"y":758,"width":447,"height":13}},{"id":"ffe0eb27-f1e6-4bfc-8b37-4f4476006c33","block_type":"box","text":"subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to","page_number":44,"box":{"x":59,"y":773,"width":832,"height":13}},{"id":"5aa4a5ca-93f6-4b38-90b4-7c95fdad9265","block_type":"box","text":"receive required regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of","page_number":44,"box":{"x":60,"y":788,"width":878,"height":13}},{"id":"dab7ac03-fa72-466d-9bf2-89e3d140f914","block_type":"box","text":"telecommunications companies. Government actions around the world, specifically in the area of pre-marketing clearance of","page_number":44,"box":{"x":59,"y":804,"width":877,"height":12}},{"id":"a343241e-37d8-4be4-a1de-6b2ee30aa990","block_type":"box","text":"products and prices, can be arbitrary and unpredictable. Companies in the telecommunications sector may experience","page_number":44,"box":{"x":59,"y":819,"width":829,"height":12}},{"id":"8568d8cd-4a2d-4ab1-ad72-3507ed684a1f","block_type":"box","text":"distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in","page_number":44,"box":{"x":59,"y":834,"width":799,"height":12}},{"id":"2db1aaa5-5cfd-4263-8fbb-82f08fadc608","block_type":"box","text":"developing new products and services using new technology. Technological innovations may make the products and services","page_number":44,"box":{"x":59,"y":849,"width":878,"height":12}},{"id":"43a98e83-edd6-4d38-9af9-29a734526859","block_type":"box","text":"32","page_number":44,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"8ed4f975-21bf-4059-a391-a0d44f59dd7f","block_type":"box","text":"of certain telecommunications companies obsolete. Finally, while all companies may be susceptible to network security","page_number":45,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"a8b08279-374c-42e1-9e7a-f6f946438642","block_type":"box","text":"breaches, certain companies in the telecommunications sector may be particular targets of hacking and potential theft of","page_number":45,"box":{"x":60,"y":82,"width":850,"height":12}},{"id":"f0b7a4ad-3da2-4960-8259-1ee8a939b12a","block_type":"box","text":"proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":45,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"a89a7e66-a157-46ea-aed4-f08b5b64f414","block_type":"box","text":"Risk of Investing in the Utilities Sector.","page_number":45,"box":{"x":60,"y":123,"width":274,"height":13}},{"id":"318e78f8-97c6-4ff7-9db1-c7d2bc46488a","block_type":"box","text":"The utilities sector may be adversely affected by changing commodity prices,","page_number":45,"box":{"x":343,"y":123,"width":539,"height":13}},{"id":"d5ce4e8e-b0a9-4dc2-8edb-3e81db6517e1","block_type":"box","text":"government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest rate fluctuations","page_number":45,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"de5d98b3-1931-44a3-a025-3d01bd313730","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":45,"box":{"x":59,"y":154,"width":872,"height":12}},{"id":"24ef3c3d-292c-4f38-a384-58c057947e2a","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":45,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"3d585b24-7687-4aca-9064-893687ac1fab","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":45,"box":{"x":59,"y":184,"width":858,"height":12}},{"id":"e7d51535-eb2d-474b-819e-c762f756e9a6","block_type":"box","text":"may limit utility profits. Federal legislation may facilitate the construction of electric transmission lines not only by public","page_number":45,"box":{"x":60,"y":199,"width":841,"height":12}},{"id":"8caac083-48de-4e3f-b493-3e8e02743dae","block_type":"box","text":"utilities but also by independent transmission developers, which could increase competition in the wholesale electricity","page_number":45,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"1117fd38-962f-4777-a809-4a4475787b35","block_type":"box","text":"markets. 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The dissemination of position-level liquidity metrics","page_number":48,"box":{"x":92,"y":710,"width":817,"height":13}},{"id":"219703aa-fa33-4a63-b307-d511f390a57a","block_type":"box","text":"data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted","page_number":48,"box":{"x":92,"y":726,"width":831,"height":12}},{"id":"579101e6-5f00-4050-a55c-3bc8321ca7a8","block_type":"box","text":"unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end","page_number":48,"box":{"x":92,"y":741,"width":828,"height":12}},{"id":"15f6bb90-89d6-48af-b8e2-95dcd385c438","block_type":"box","text":"requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. 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The Board reviews","page_number":48,"box":{"x":59,"y":828,"width":873,"height":12}},{"id":"9acd8575-1e66-41d2-9874-9a695947f254","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":48,"box":{"x":59,"y":843,"width":634,"height":12}},{"id":"62abe313-29f6-4161-9657-a81bc897b1fd","block_type":"box","text":"36","page_number":48,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d5670ff8-2a7e-49fa-a1a6-06b82ceef10b","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":49,"box":{"x":60,"y":67,"width":822,"height":30}},{"id":"1f8f059e-f59a-425b-aa9f-b80e60e95e84","block_type":"box","text":"Indexes","page_number":49,"box":{"x":62,"y":97,"width":124,"height":24}},{"id":"82792187-fc33-4a04-b548-4fb7098d2088","block_type":"box","text":"Descriptions of the Underlying Indexes are provided below.","page_number":49,"box":{"x":60,"y":138,"width":410,"height":13}},{"id":"593b3157-1a9f-471c-93e4-54260967df4a","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable","page_number":49,"box":{"x":59,"y":165,"width":870,"height":12}},{"id":"f600d5e3-5612-48de-ad2b-f578e878fee2","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":49,"box":{"x":60,"y":180,"width":837,"height":12}},{"id":"c1336ad4-e265-4cbe-96d9-f1a4215c5f9f","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":49,"box":{"x":60,"y":195,"width":877,"height":12}},{"id":"c92cb0eb-07a7-4055-bfda-4e10db75827c","block_type":"box","text":"indices using concepts conveyed by BFA or its affiliates. For certain of these indices, the relevant fund may be the first or sole","page_number":49,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"68c74982-08f9-4338-87ee-0d1c1d77086b","block_type":"box","text":"user of the underlying index. In its sole discretion, the index provider determines the composition of the securities and other","page_number":49,"box":{"x":60,"y":225,"width":868,"height":13}},{"id":"79970818-a165-4d0d-931d-6be6dbac070c","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":49,"box":{"x":60,"y":240,"width":857,"height":13}},{"id":"546603a7-8688-4d55-9e56-8d95c106b1f6","block_type":"box","text":"other instruments in the underlying index, and any updates to the methodology. From time to time, BFA or its affiliates may","page_number":49,"box":{"x":59,"y":256,"width":864,"height":12}},{"id":"4ef15cb6-f0d6-4a2b-af0c-c45f8463c86f","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":49,"box":{"x":59,"y":271,"width":829,"height":12}},{"id":"b0520c0e-818c-4385-a658-0ec0f53bf20b","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":49,"box":{"x":59,"y":286,"width":583,"height":12}},{"id":"6492a899-0327-4d09-af23-d32eac8bb3ba","block_type":"box","text":"The Dow Jones Indexes","page_number":49,"box":{"x":59,"y":316,"width":390,"height":27}},{"id":"21fd20cb-0225-4f0c-af16-61d822449e0c","block_type":"box","text":"Issue Changes.","page_number":49,"box":{"x":60,"y":358,"width":107,"height":12}},{"id":"69dcc459-9006-4213-9b42-00fa5c480c59","block_type":"box","text":"Each Underlying Index is reviewed and rebalanced quarterly to maintain accurate representation of the","page_number":49,"box":{"x":173,"y":358,"width":718,"height":12}},{"id":"9b38e373-5081-48e2-8c97-f74e59fdaa5d","block_type":"box","text":"market segment represented by the Underlying Index. Securities that are removed from an Index between reconstitution","page_number":49,"box":{"x":60,"y":373,"width":840,"height":12}},{"id":"07cc38db-0fa7-4033-8634-015add784c02","block_type":"box","text":"dates are not replaced.","page_number":49,"box":{"x":59,"y":388,"width":158,"height":12}},{"id":"ad5f6676-8371-462a-89b5-a6fdac8a6bfd","block_type":"box","text":"Index Maintenance.","page_number":49,"box":{"x":60,"y":414,"width":141,"height":10}},{"id":"ec87180a-f00e-4ce0-903e-9191a25c8a41","block_type":"box","text":"Maintaining the Underlying Indexes includes monitoring and completing the adjustments for additions","page_number":49,"box":{"x":207,"y":414,"width":720,"height":13}},{"id":"648b270a-b844-4374-a8cf-854b5661b1cc","block_type":"box","text":"and deletions to each Underlying Index, share changes, stock splits, stock dividends, and stock price adjustments due to","page_number":49,"box":{"x":59,"y":429,"width":842,"height":13}},{"id":"c99aa359-ab64-4ae4-bf40-9042c208d720","block_type":"box","text":"restructuring and spin-offs.","page_number":49,"box":{"x":60,"y":445,"width":190,"height":12}},{"id":"8ef52659-4a9e-461a-a6f6-221d7b99b64e","block_type":"box","text":"Weighting.","page_number":49,"box":{"x":59,"y":471,"width":77,"height":12}},{"id":"8fd06bcd-010f-4208-9dc1-a9294bee9555","block_type":"box","text":"The component stocks are weighted according to the float-adjusted market capitalization. The impact of a","page_number":49,"box":{"x":141,"y":471,"width":747,"height":12}},{"id":"6c933184-b5f8-449a-a5a3-96619d34a719","block_type":"box","text":"component’s price change is proportional to the issue’s total market value, which is the share price multiplied by the number","page_number":49,"box":{"x":59,"y":486,"width":875,"height":12}},{"id":"9ad80035-c15a-4d80-bbbe-b677222bd2ef","block_type":"box","text":"of shares outstanding. Each Underlying Index is adjusted to reflect changes in capitalization resulting from mergers,","page_number":49,"box":{"x":59,"y":501,"width":809,"height":13}},{"id":"9ea93bc2-de36-48b2-a090-0be8929b4099","block_type":"box","text":"acquisitions, stock rights, substitutions and other capital events. Each of the Underlying Indexes (subject to any applicable","page_number":49,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"4ed1cfb9-849a-4281-9fab-c11bf10b6f96","block_type":"box","text":"capping as described below) is a free-float adjusted market capitalization-weighted index, so the impact of a component’s","page_number":49,"box":{"x":59,"y":531,"width":856,"height":13}},{"id":"2e1817cb-5eb7-4d07-904a-288167edcfaf","block_type":"box","text":"price change is proportional to the component’s free-float adjusted market value, which is the share price multiplied by the","page_number":49,"box":{"x":59,"y":547,"width":861,"height":12}},{"id":"ad58d841-9c06-41f5-8dce-8e5563a3b6e8","block_type":"box","text":"number of float-adjusted shares outstanding. S&P Dow Jones Indices LLC (“SPDJI”) defines the free-float of a security as the","page_number":49,"box":{"x":60,"y":562,"width":866,"height":12}},{"id":"75a090bd-a879-4216-82aa-87ff497db169","block_type":"box","text":"proportion of shares outstanding that are deemed to be available for purchase in the public equity markets by investors. In","page_number":49,"box":{"x":59,"y":577,"width":855,"height":12}},{"id":"446b942d-8e09-4690-899c-4f3b7e72928d","block_type":"box","text":"practice, limitations on free-float available to investors include: cross ownership (shares that are owned by other companies),","page_number":49,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"ec8e4848-1022-4652-8567-6fb632e3ea27","block_type":"box","text":"ownership by governments (central or municipal) or their agencies, certain substantial levels of private ownership (by","page_number":49,"box":{"x":59,"y":607,"width":823,"height":12}},{"id":"a58fbd4f-6d0e-4876-9858-f1951d6cec0d","block_type":"box","text":"individuals, families or charitable trusts and foundations), and restricted shares. Under SPDJI’s free-float adjustment","page_number":49,"box":{"x":60,"y":622,"width":809,"height":13}},{"id":"9039e1a4-90ef-473b-8b33-0b3c5b79c8aa","block_type":"box","text":"methodology, a company’s outstanding shares are adjusted if, and only if, an entity in any of the four qualified categories","page_number":49,"box":{"x":60,"y":637,"width":844,"height":13}},{"id":"16f12ce2-3087-47c2-b712-2a4cef6f4d5f","block_type":"box","text":"listed above owns 5% or more of the company. The company’s shares will not be adjusted if the block ownership is less than","page_number":49,"box":{"x":60,"y":652,"width":871,"height":13}},{"id":"3d328cf6-9719-4be7-b67b-15ddf66064b5","block_type":"box","text":"5%. A constituent’s inclusion factor is equal to its estimated percentage of free-float shares outstanding. For example, a","page_number":49,"box":{"x":59,"y":668,"width":839,"height":12}},{"id":"467879d9-db09-4379-b761-d934114251c9","block_type":"box","text":"constituent security with a free-float of 67% will be included in the index at 67% of its market capitalization. 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To be eligible for","page_number":49,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"166d1564-d39d-4fe3-b0f8-abcd3e69a058","block_type":"box","text":"inclusion, issuers must have, among other things, an investable weight factor (“IWF”) of at least 0.10, as calculated by the","page_number":49,"box":{"x":60,"y":796,"width":850,"height":12}},{"id":"7cb6a9d7-2180-4766-afe8-e61a1508e730","block_type":"box","text":"Index Provider, or a float-adjusted market capitalization greater than or equal to 10% of the total company-level market","page_number":49,"box":{"x":60,"y":811,"width":834,"height":13}},{"id":"a2250960-3683-4747-ab8a-838da95d88f7","block_type":"box","text":"capitalization of the 100th largest company in the index, ranked by total market capitalization as of a reference date","page_number":49,"box":{"x":59,"y":826,"width":807,"height":13}},{"id":"623005e7-b836-436d-a520-3d2f4ce4b9a0","block_type":"box","text":"(together, the “IWF Requirements”). The IWF is the percentage of a company’s available float shares divided by total shares","page_number":49,"box":{"x":60,"y":841,"width":859,"height":13}},{"id":"74568c2f-a86c-4d6c-ad2d-6241eba56e97","block_type":"box","text":"outstanding.","page_number":49,"box":{"x":59,"y":857,"width":88,"height":12}},{"id":"d0a48f00-2682-46e7-851b-14d03ee4880f","block_type":"box","text":"37","page_number":49,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"d257ebc9-a6e3-42a5-b933-3e641009e57f","block_type":"box","text":"IPO Fast Entry.","page_number":50,"box":{"x":60,"y":67,"width":102,"height":12}},{"id":"0bfcd192-ddce-4a3c-acfa-019a95b5bd25","block_type":"box","text":"Certain large initial public offerings (“IPOs”) may be eligible for fast track entry into the TSM (“fast track","page_number":50,"box":{"x":167,"y":67,"width":726,"height":12}},{"id":"fd3d09ce-fb46-4ada-951b-5b25d7a82040","block_type":"box","text":"IPOs”). Only newly public IPOs and IPO direct placement listings are eligible for fast track entry. A newly public IPO must have","page_number":50,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"47cd13b5-a287-452b-92b3-25f31b8961ee","block_type":"box","text":"a float-adjusted market capitalization of at least $2 billion, calculated using the shares offered and the closing price on the","page_number":50,"box":{"x":59,"y":97,"width":853,"height":12}},{"id":"8962d1ba-e5d8-478d-9d70-2a576bdb0d73","block_type":"box","text":"first day of trading on an eligible exchange. A direct placement listing IPO must have a float-adjusted market capitalization of","page_number":50,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"28e448f2-3c80-4be5-8a80-a288ee89906c","block_type":"box","text":"at least $2 billion, calculated using the shares available to the public as determined by its IWF and its closing price on the first","page_number":50,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"c4affe99-8d67-458e-a1f9-1450bbeaa7fe","block_type":"box","text":"day of trading on an eligible exchange. A fast track IPO must meet all other applicable index eligibility rules (including the","page_number":50,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"f9ba8d3d-5ed7-444f-b24d-cf9e5e49071d","block_type":"box","text":"IWF Requirements), except for the liquidity requirement. Once the Index Provider announces that an IPO is eligible for fast","page_number":50,"box":{"x":60,"y":157,"width":852,"height":13}},{"id":"7499858c-584d-4900-a72c-974bb34f220b","block_type":"box","text":"track entry, the security will be added to the index with five business days’ lead time. However, if a fast track IPO would be","page_number":50,"box":{"x":59,"y":172,"width":851,"height":13}},{"id":"c75ad4c3-5dbe-417a-b9fa-de99bff970cc","block_type":"box","text":"added during a quarterly rebalance freeze period, it may instead be added on the rebalance effective date at the discretion of","page_number":50,"box":{"x":59,"y":188,"width":871,"height":12}},{"id":"acf52eec-213b-4b6c-a030-3601f8c634fa","block_type":"box","text":"the Index Provider.","page_number":50,"box":{"x":59,"y":203,"width":129,"height":9}},{"id":"fe304134-cbdd-412c-aca2-51d41fabf457","block_type":"box","text":"Component Selection Criteria.","page_number":50,"box":{"x":59,"y":229,"width":217,"height":12}},{"id":"eb6c468d-0e77-44cf-9e23-ae116f322f8c","block_type":"box","text":"The following indexes are collectively referred to herein as the “Dow Jones U.S. Select Sectors","page_number":50,"box":{"x":281,"y":229,"width":650,"height":12}},{"id":"ee3d253d-6e98-4025-8d3d-7f6117c08984","block_type":"box","text":"Specialty Indexes”: Dow Jones U.S. Select Aerospace & Defense Index, Dow Jones U.S. Select Health Care Providers Index,","page_number":50,"box":{"x":59,"y":244,"width":845,"height":13}},{"id":"a038af5a-e1dd-4d04-8843-938939e26e5d","block_type":"box","text":"Dow Jones U.S. Select Home Construction Index, Dow Jones U.S. Select Insurance Index, Dow Jones U.S. Select Investment","page_number":50,"box":{"x":60,"y":259,"width":853,"height":12}},{"id":"8d8a724c-b00a-4e38-8946-3af0a14e8227","block_type":"box","text":"Services Index, Dow Jones U.S. Select Medical Equipment Index, Dow Jones U.S. Select Oil Equipment & Services Index, Dow","page_number":50,"box":{"x":59,"y":274,"width":865,"height":13}},{"id":"3a5fec86-f26d-46be-a687-33b4bbd8d591","block_type":"box","text":"Jones U.S. Select Oil Exploration & Production Index, Dow Jones U.S. Select Pharmaceuticals Index and Dow Jones U.S. Select","page_number":50,"box":{"x":58,"y":290,"width":871,"height":12}},{"id":"c4aba618-1363-416f-aeb4-2e14e313debc","block_type":"box","text":"Regional Banks Index. The Dow Jones U.S. Real Estate Capped Index is part of the Dow Jones Global Indices family. On a","page_number":50,"box":{"x":60,"y":305,"width":833,"height":12}},{"id":"96d889ae-010c-448b-b5f3-4de2c50756d5","block_type":"box","text":"quarterly basis, SPDJI conducts reviews of the float-adjusted market capitalizations and weightings of the securities in the","page_number":50,"box":{"x":59,"y":320,"width":850,"height":12}},{"id":"585534e6-4e7f-4b70-bfa1-76c8cb6b35af","block_type":"box","text":"Underlying Indexes.","page_number":50,"box":{"x":60,"y":335,"width":136,"height":12}},{"id":"b649fdfc-e36d-48c2-a987-e209e213ba94","block_type":"box","text":"Securities of companies listed on a major U.S. exchange (such as the New York Stock Exchange, Inc. (“NYSE”), the NYSE MKT","page_number":50,"box":{"x":59,"y":361,"width":877,"height":13}},{"id":"c4ee38b4-c5ad-4765-9696-5f9abdcd1ca9","block_type":"box","text":"Equities or the Nasdaq) are considered for inclusion in the Underlying Indexes, with the following general rules and","page_number":50,"box":{"x":60,"y":377,"width":802,"height":12}},{"id":"b928247b-3fd4-41f0-acaa-0d7d390d0b8f","block_type":"box","text":"exceptions. Foreign issues, including ADRs and GDRs, non-common equity issues such as preferred stocks, convertible notes,","page_number":50,"box":{"x":59,"y":392,"width":879,"height":12}},{"id":"23c35dbf-fb94-477a-941f-df9fbca99196","block_type":"box","text":"warrants, rights, closed-end funds, trust receipts, limited liabilities companies, royalty trusts, units, limited partnerships, OTC","page_number":50,"box":{"x":59,"y":407,"width":869,"height":12}},{"id":"dd1fa570-0ff3-4657-9f7a-9ad2de35dd31","block_type":"box","text":"bulletin boards and pink sheet stocks generally are not eligible for inclusion in the indexes.","page_number":50,"box":{"x":60,"y":422,"width":629,"height":12}},{"id":"2a09b1aa-a3cc-4420-8b3b-66d3962fef65","block_type":"box","text":"Other than the Dow Jones U.S. Select Home Construction Index and the Dow Jones U.S. Select Regional Banks Index on the","page_number":50,"box":{"x":59,"y":448,"width":860,"height":13}},{"id":"cf2c8379-efc5-4e85-a0b0-ea88d7090322","block_type":"box","text":"last business day of the month prior to the quarterly review, a security must have a $500 million float-adjusted market","page_number":50,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"34ba37dd-f4e2-4d47-bd35-d3be448b89ef","block_type":"box","text":"capitalization to be added to a Dow Jones U.S. Select Sector Specialty Index or the Dow Jones U.S. Real Estate Capped Index;","page_number":50,"box":{"x":59,"y":479,"width":866,"height":12}},{"id":"52e450af-2be5-4d41-88d3-ff9f49087368","block_type":"box","text":"securities with a float-adjusted market capitalization below $250 million will be removed from the applicable Underlying","page_number":50,"box":{"x":59,"y":494,"width":839,"height":12}},{"id":"3bb5f4e7-ee48-4078-b12e-d46159e47117","block_type":"box","text":"Index.","page_number":50,"box":{"x":60,"y":509,"width":40,"height":10}},{"id":"18b183ea-c21d-4032-ac46-139b211079cb","block_type":"box","text":"On the last business day of the month prior to the quarterly review, a security must have a $500 million float-adjusted market","page_number":50,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"e67a7e43-1c61-4cab-9852-8cb3a7672c1d","block_type":"box","text":"capitalization to be added to the Dow Jones U.S. Select Home Construction Index; securities with a float-adjusted market","page_number":50,"box":{"x":59,"y":550,"width":844,"height":13}},{"id":"120abf4f-6c77-43d3-aa41-6d323ca8cc50","block_type":"box","text":"capitalization below $100 million will be removed from the Dow Jones U.S. Select Home Construction Index.","page_number":50,"box":{"x":59,"y":566,"width":753,"height":12}},{"id":"3c20eef1-066c-4324-a2e3-6489e7269a4e","block_type":"box","text":"The Underlying Indexes are rebalanced quarterly, effective at the open of trading on the Monday following the third Friday of","page_number":50,"box":{"x":59,"y":592,"width":871,"height":12}},{"id":"c1287b59-5a20-49e5-8599-ee40783fe97f","block_type":"box","text":"March, June, September and December. Component eligibility is determined as of the last trading day of the month prior to","page_number":50,"box":{"x":59,"y":607,"width":861,"height":12}},{"id":"bf02cb3a-3d00-4c5d-a272-9caafc6e70b9","block_type":"box","text":"rebalancing.","page_number":50,"box":{"x":60,"y":622,"width":83,"height":13}},{"id":"328bd1b8-c03c-4ac1-a4ac-03f42a1f271c","block_type":"box","text":"With respect to the Dow Jones U.S. Select Specialty Sector Indexes, at each quarterly rebalance,","page_number":50,"box":{"x":59,"y":649,"width":665,"height":12}},{"id":"4fff92ab-1d4f-46dd-9e0d-2fb679350b4d","block_type":"box","text":"• no single Underlying Index component may have a weight greater than 22.5% of the Index; and","page_number":50,"box":{"x":59,"y":669,"width":702,"height":12}},{"id":"4286147c-03c1-4615-bc18-5b46beba0d09","block_type":"box","text":"• the sum of the weights of the Index components that are individually greater than 4.5% may not be greater than 45% of","page_number":50,"box":{"x":59,"y":689,"width":878,"height":12}},{"id":"7b269d1f-ada1-4b52-ad3c-28c513bc0d49","block_type":"box","text":"the Index.","page_number":50,"box":{"x":91,"y":704,"width":69,"height":10}},{"id":"762f4529-5733-4a12-b2ea-7ba02dc4d02e","block_type":"box","text":"Dow Jones U.S. Real Estate Capped Index","page_number":50,"box":{"x":60,"y":731,"width":294,"height":12}},{"id":"f601c18b-2daf-4183-937b-e7ceaacd22a3","block_type":"box","text":"Number of Components: approximately 61","page_number":50,"box":{"x":60,"y":749,"width":305,"height":13}},{"id":"f3a266e8-e5f9-449e-b67f-a9fd5a1e3f01","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":772,"width":130,"height":12}},{"id":"88e2fd2c-25f6-4c39-b114-ead1cddb3959","block_type":"box","text":"The Dow Jones U.S. Real Estate Capped Index is a subset of the Dow Jones U.S. Index. The Underlying","page_number":50,"box":{"x":195,"y":772,"width":708,"height":12}},{"id":"3c4b8a51-8542-4398-8972-3014e380e944","block_type":"box","text":"Index includes only companies in the real estate sector of the Dow Jones U.S. Index.","page_number":50,"box":{"x":60,"y":787,"width":583,"height":13}},{"id":"5d863a59-8f49-414c-9fdb-028c63d7ea1e","block_type":"box","text":"The Underlying Index uses a capping methodology to limit the weight of the securities of any single issuer to a maximum of","page_number":50,"box":{"x":59,"y":814,"width":869,"height":12}},{"id":"75f10d85-c300-4b50-98be-e9a54b9f7a3e","block_type":"box","text":"10% of the Underlying Index. Additionally, the Underlying Index constrains at each quarterly review: (i) the weight of any","page_number":50,"box":{"x":61,"y":829,"width":842,"height":12}},{"id":"8deadca7-3468-49ce-ac95-c50d79b2dbb5","block_type":"box","text":"single issuer to a maximum of 10%, and (ii) the aggregate weight of all issuers that individually exceed 4.50% of the index","page_number":50,"box":{"x":59,"y":844,"width":856,"height":12}},{"id":"6d3e632d-2687-4802-9c76-1be6b555bd80","block_type":"box","text":"weight to a maximum of 22.50%. Between scheduled quarterly index reviews, the Underlying Index is rebalanced at the end","page_number":50,"box":{"x":59,"y":859,"width":868,"height":12}},{"id":"2bb4b7cf-58f1-45e9-ac5e-824132444d59","block_type":"box","text":"of any day on which all issuers that individually constitute more than 5% of the weight of the Underlying Index constitute","page_number":50,"box":{"x":59,"y":874,"width":850,"height":13}},{"id":"a3edd0d6-bff6-4272-b4cd-f0fcf9856be9","block_type":"box","text":"38","page_number":50,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6e31de36-eca4-4834-8ac5-dc94957f81ae","block_type":"box","text":"more than 25% of the weight of the Underlying Index in the aggregate. In implementing this capping methodology, SPDJI","page_number":51,"box":{"x":60,"y":67,"width":848,"height":12}},{"id":"e91aea4f-b393-49d7-88b6-41648026ce50","block_type":"box","text":"may consider two or more companies as belonging to the same issuer where there is reasonable evidence of common","page_number":51,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"414a8eb7-4c90-43b0-85a7-99cafa908824","block_type":"box","text":"control.","page_number":51,"box":{"x":59,"y":97,"width":52,"height":10}},{"id":"7a32b954-7141-4b82-bed3-e59aa562389b","block_type":"box","text":"Dow Jones U.S. Select Aerospace & Defense Index","page_number":51,"box":{"x":60,"y":123,"width":359,"height":13}},{"id":"d861d145-e420-4603-a41c-ef0aeb8b243c","block_type":"box","text":"Number of Components: approximately 44","page_number":51,"box":{"x":60,"y":142,"width":308,"height":13}},{"id":"04783b02-c3b6-4f9d-97bc-78b85f9a6338","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":165,"width":130,"height":12}},{"id":"e95c94ab-40d6-4eea-89a7-5408b6b41c3f","block_type":"box","text":"The Dow Jones U.S. Select Aerospace & Defense Index is designed to measure the performance of U.S.","page_number":51,"box":{"x":195,"y":165,"width":716,"height":12}},{"id":"651b6876-ece3-4fb1-a390-97d79242a8c9","block_type":"box","text":"companies in the aerospace and defense sector.","page_number":51,"box":{"x":59,"y":180,"width":334,"height":12}},{"id":"061b24c3-c5e1-4326-b146-3673f199682b","block_type":"box","text":"Dow Jones U.S. Select Health Care Providers Index","page_number":51,"box":{"x":60,"y":206,"width":360,"height":12}},{"id":"b85feba4-605b-42c7-958a-b7b8a6b1c7ea","block_type":"box","text":"Number of Components: approximately 60","page_number":51,"box":{"x":60,"y":225,"width":308,"height":13}},{"id":"a3b822b2-70bb-4ff4-8b8c-6003d900b8a1","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":248,"width":130,"height":12}},{"id":"169f1955-b44f-415f-8d28-d2c415498cbd","block_type":"box","text":"The Dow Jones U.S. Select Health Care Providers Index is designed to measure performance of U.S.","page_number":51,"box":{"x":195,"y":248,"width":691,"height":12}},{"id":"60323747-eba3-4d51-bfd0-46262e8e4c57","block_type":"box","text":"companies in the health care sector.","page_number":51,"box":{"x":59,"y":263,"width":251,"height":12}},{"id":"23193236-83ed-4b5d-839a-86651753b8fc","block_type":"box","text":"Dow Jones U.S. Select Home Construction Index","page_number":51,"box":{"x":60,"y":290,"width":346,"height":11}},{"id":"ba642eac-5851-499b-954c-ec1a620e2f63","block_type":"box","text":"Number of Components: approximately 46","page_number":51,"box":{"x":60,"y":308,"width":308,"height":13}},{"id":"64c8fc3a-678d-4ee4-aeb3-925ef584489c","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":331,"width":130,"height":13}},{"id":"d2070d59-4c3f-4134-ab57-d9f7e4a2ec81","block_type":"box","text":"The Dow Jones U.S. Select Home Construction Index measures the performance of constructors of","page_number":51,"box":{"x":195,"y":331,"width":693,"height":13}},{"id":"0b00b7bd-f75c-4b45-b189-b1d4c6a76411","block_type":"box","text":"residential homes, including manufacturers of mobile and prefabricated homes intended for use in one place; manufacturers","page_number":51,"box":{"x":60,"y":346,"width":872,"height":13}},{"id":"0f9c9cc4-5afc-4805-939b-2d2ad6267356","block_type":"box","text":"and distributors of furniture, including chairs, tables, desks, carpeting, and wallpaper; retailers and wholesalers concentrating","page_number":51,"box":{"x":59,"y":361,"width":876,"height":13}},{"id":"adde4b32-f510-465a-b5ac-946884706d1f","block_type":"box","text":"on the sale of home improvement products, including garden equipment, carpets, wallpaper, paint, home furniture, blinds","page_number":51,"box":{"x":59,"y":377,"width":852,"height":12}},{"id":"f04e7d33-26ca-4fef-873a-bd292ed7c445","block_type":"box","text":"and curtains, and building materials; producers of materials used in the construction and refurbishment of buildings and","page_number":51,"box":{"x":59,"y":392,"width":844,"height":12}},{"id":"b9442945-88f7-4c0a-a05f-93bb701ce960","block_type":"box","text":"structures, including cement and other aggregates, wooden beams and frames, paint, glass, roofing and flooring materials","page_number":51,"box":{"x":59,"y":407,"width":858,"height":12}},{"id":"326a81c8-7444-4e86-bc75-12436e8ad30f","block_type":"box","text":"other than carpets. Companies classified as Building Materials & Fixtures, Furnishings, and Home Improvement Retailers are,","page_number":51,"box":{"x":59,"y":422,"width":871,"height":12}},{"id":"18c9ed9f-c5e7-4822-87e8-4408457a23f1","block_type":"box","text":"in aggregate, capped at 35% of the index.","page_number":51,"box":{"x":60,"y":437,"width":290,"height":12}},{"id":"c5007fb4-e908-40b3-8ce7-22c4092e7557","block_type":"box","text":"Dow Jones U.S. Select Insurance Index","page_number":51,"box":{"x":60,"y":463,"width":276,"height":12}},{"id":"a41c7bc3-a675-446a-b8d3-9d6c86d84c18","block_type":"box","text":"Number of Components: approximately 57","page_number":51,"box":{"x":60,"y":482,"width":308,"height":13}},{"id":"7548117b-239f-4979-a735-173e9c1f3650","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":505,"width":130,"height":12}},{"id":"0ed1cf25-4962-4529-93c8-2220a6e8d891","block_type":"box","text":"The Dow Jones U.S. Select Insurance Index is designed to measure full-line insurance companies, property","page_number":51,"box":{"x":195,"y":505,"width":743,"height":12}},{"id":"7196a7d2-2202-471d-aa75-2879469a162d","block_type":"box","text":"and casualty insurance companies and life insurance companies.","page_number":51,"box":{"x":59,"y":520,"width":453,"height":12}},{"id":"8a0d663a-02d3-49a5-89ca-72ecf8193607","block_type":"box","text":"Dow Jones U.S. Select Investment Services Index","page_number":51,"box":{"x":60,"y":547,"width":348,"height":11}},{"id":"66696ac5-14e4-4cf8-8af2-2632f9de4d5e","block_type":"box","text":"Number of Components: approximately 34","page_number":51,"box":{"x":60,"y":566,"width":308,"height":12}},{"id":"8c97bac0-1647-45c7-9f1b-51aa7701bf90","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":588,"width":130,"height":13}},{"id":"5cad4145-6904-4aab-9391-75456e3d9c38","block_type":"box","text":"The Dow Jones U.S. Select Investment Services Index is designed to measure the performance of U.S.","page_number":51,"box":{"x":195,"y":588,"width":706,"height":13}},{"id":"9663c4c8-c47b-4e90-9670-3e00f8e18bbe","block_type":"box","text":"companies in the investment services sector.","page_number":51,"box":{"x":59,"y":603,"width":312,"height":13}},{"id":"9c8eeb77-b22b-4a82-ab07-2d6426e68e6f","block_type":"box","text":"Dow Jones U.S. Select Medical Equipment Index","page_number":51,"box":{"x":60,"y":630,"width":343,"height":12}},{"id":"80ed1648-02dd-43eb-86b8-1b2dc9b6935e","block_type":"box","text":"Number of Components: approximately 47","page_number":51,"box":{"x":60,"y":649,"width":307,"height":12}},{"id":"c1e42e34-a7af-4c7d-b109-53d2ecdce5d4","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":671,"width":130,"height":13}},{"id":"567ff982-14bb-4d70-9755-0a2d06880147","block_type":"box","text":"The Dow Jones U.S. Select Medical Equipment Index is designed to measure manufacturers and","page_number":51,"box":{"x":195,"y":671,"width":669,"height":13}},{"id":"94fea18d-0978-4952-a8b7-e2a594b2375f","block_type":"box","text":"distributors of medical devices such as MRI scanners, prosthetics, pacemakers, X-ray machines and other non-disposable","page_number":51,"box":{"x":59,"y":686,"width":852,"height":13}},{"id":"6a13a97e-fe09-4937-918d-ec87615ff8fa","block_type":"box","text":"medical devices.","page_number":51,"box":{"x":60,"y":702,"width":113,"height":9}},{"id":"4d1ac69d-e07a-45fc-a354-38132c1afd66","block_type":"box","text":"Dow Jones U.S. Select Oil Equipment & Services Index","page_number":51,"box":{"x":60,"y":728,"width":385,"height":12}},{"id":"e1833a74-1dff-4839-b02b-7aa95491d782","block_type":"box","text":"Number of Components: approximately 31","page_number":51,"box":{"x":60,"y":747,"width":304,"height":12}},{"id":"89662886-71e9-44ba-b4d0-ee8a259b2a8a","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":770,"width":130,"height":12}},{"id":"94400ead-aa7c-4d7b-8447-c68d05a8fc6c","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Oil Equipment & Services Index are classified as oil","page_number":51,"box":{"x":195,"y":770,"width":675,"height":12}},{"id":"b9ffdf23-5c8d-49ef-aafa-0bc1c5229edf","block_type":"box","text":"equipment and services companies within the Dow Jones U.S. Broad Stock Market Index.","page_number":51,"box":{"x":59,"y":785,"width":620,"height":12}},{"id":"db54de99-b351-4228-9d31-6a327ec02e66","block_type":"box","text":"Dow Jones U.S. Select Oil Exploration & Production Index","page_number":51,"box":{"x":60,"y":811,"width":410,"height":13}},{"id":"9034cada-85f4-4811-b281-a17ee75eccbc","block_type":"box","text":"Number of Components: approximately 46","page_number":51,"box":{"x":60,"y":830,"width":308,"height":12}},{"id":"635e7be7-c1cb-4d80-becc-6f50fafb7611","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":853,"width":130,"height":12}},{"id":"bc3bd403-f059-4ffb-adf0-4b781980a886","block_type":"box","text":"The Dow Jones U.S. Select Oil Exploration & Production Index is designed to measure companies engaged","page_number":51,"box":{"x":195,"y":853,"width":741,"height":12}},{"id":"5b543809-c749-4d81-870a-a2c234c09651","block_type":"box","text":"in the exploration for drilling, production, refining and supply of oil and gas products.","page_number":51,"box":{"x":60,"y":868,"width":594,"height":12}},{"id":"e4095377-bb6f-441d-877d-bbfc040f7970","block_type":"box","text":"39","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"83cf2e4a-5480-45c1-bf74-b940247ef076","block_type":"box","text":"Dow Jones U.S. Select Pharmaceuticals Index","page_number":52,"box":{"x":60,"y":67,"width":324,"height":11}},{"id":"5b808283-57b8-4672-b411-0065af036981","block_type":"box","text":"Number of Components: approximately 56","page_number":52,"box":{"x":60,"y":86,"width":308,"height":12}},{"id":"c80e9392-397d-4c42-b2df-d0ab553eeb27","block_type":"box","text":"Index Description.","page_number":52,"box":{"x":60,"y":108,"width":130,"height":13}},{"id":"05637e16-03ff-455d-be21-22d7bfa38f6c","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Pharmaceuticals Index are classified as pharmaceutical","page_number":52,"box":{"x":195,"y":108,"width":708,"height":13}},{"id":"3fe4324a-7b98-4d45-8e45-168374629530","block_type":"box","text":"companies within the Dow Jones U.S. Broad Stock Market Index.","page_number":52,"box":{"x":59,"y":123,"width":449,"height":13}},{"id":"e558c7d1-6b6d-4c3e-94ba-1be54e6d2600","block_type":"box","text":"Dow Jones U.S. Select Regional Banks Index","page_number":52,"box":{"x":60,"y":150,"width":314,"height":12}},{"id":"617d9831-863b-418b-b329-c0f1ea14b465","block_type":"box","text":"Number of Components: approximately 31","page_number":52,"box":{"x":60,"y":169,"width":304,"height":12}},{"id":"86fbdcd9-b138-4a5d-8539-ba122c2daf95","block_type":"box","text":"Index Description.","page_number":52,"box":{"x":60,"y":191,"width":130,"height":13}},{"id":"940ee4cd-6870-4435-ad8a-69b0438f1f62","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Regional Banks Index are banks that provide a broad range","page_number":52,"box":{"x":195,"y":191,"width":733,"height":13}},{"id":"aefce39a-8320-4ce3-9b55-7cc24426a908","block_type":"box","text":"of financial services and that individually account for less than 5% of banking industry assets.","page_number":52,"box":{"x":59,"y":206,"width":655,"height":13}},{"id":"65b0092a-f10a-4bb4-be1b-4132f49634a7","block_type":"box","text":"Component Selection Criteria.","page_number":52,"box":{"x":59,"y":233,"width":217,"height":12}},{"id":"14942409-a97c-476e-819b-c3dade513fa4","block_type":"box","text":"The index composition is reconstituted annually as part of the June rebalancing. However, if a","page_number":52,"box":{"x":281,"y":233,"width":652,"height":12}},{"id":"54cdb001-8c12-49d4-bd68-5eb0db6ed86f","block_type":"box","text":"constituent is deleted from the Dow Jones U.S. Banks Index (","page_number":52,"box":{"x":59,"y":248,"width":423,"height":12}},{"id":"f538cae6-63ee-427d-ab9d-478af2561545","block_type":"box","text":"i.e.","page_number":52,"box":{"x":483,"y":249,"width":18,"height":9}},{"id":"26868a66-54dd-4c78-ac39-d5025703a16b","block_type":"box","text":"the index selection universe) during a quarterly rebalancing,","page_number":52,"box":{"x":507,"y":248,"width":419,"height":12}},{"id":"dec1d3a2-0d8d-4bdd-b568-f85ee99003b4","block_type":"box","text":"it is also deleted from the Dow Jones U.S. Select Regional Banks Index at that quarter’s rebalancing. A company is excluded","page_number":52,"box":{"x":60,"y":263,"width":857,"height":12}},{"id":"316f3e65-b017-4ff4-82a2-930dc61a0c89","block_type":"box","text":"from the Dow Jones U.S. Select Regional Banks Index if its three-year average total assets account for more than 5% of the","page_number":52,"box":{"x":59,"y":278,"width":856,"height":13}},{"id":"a0a497e4-572a-47dc-ad45-0dfaf6a3b923","block_type":"box","text":"three-year average total assets of the index selection universe. Any company that failed this asset screen during the previous","page_number":52,"box":{"x":59,"y":293,"width":871,"height":13}},{"id":"121e6597-b643-4d68-a036-42dc3e4ba0c5","block_type":"box","text":"annual reconstitution and that accounts for at least 4% of the selection universe’s three-year average total assets at the next","page_number":52,"box":{"x":59,"y":308,"width":872,"height":13}},{"id":"b8f94918-e525-488e-839d-1d08a00eb271","block_type":"box","text":"review will continue to be excluded from the index.","page_number":52,"box":{"x":60,"y":324,"width":356,"height":9}},{"id":"9fb86bb2-ae4b-49b4-a8f9-8c9025ed362b","block_type":"box","text":"The FTSE Nareit Indexes","page_number":52,"box":{"x":59,"y":354,"width":406,"height":24}},{"id":"5bde3535-5796-4033-9ffc-2bc338257412","block_type":"box","text":"Component Selection Criteria.","page_number":52,"box":{"x":59,"y":395,"width":217,"height":13}},{"id":"2aa9e784-406c-4da4-8939-7b698af9c479","block_type":"box","text":"The FTSE Nareit U.S. Real Estate Indexes (“FTSE Nareit Indexes”) are primarily rule-based, but","page_number":52,"box":{"x":281,"y":395,"width":652,"height":13}},{"id":"3635e3eb-d3b9-41c6-92d2-3850733416c9","block_type":"box","text":"are also monitored by the FTSE Nareit Index Advisory Committee. All tax-qualified REITs that are listed on the NYSE, the NYSE","page_number":52,"box":{"x":59,"y":411,"width":877,"height":12}},{"id":"f61f636b-4b8e-420d-b81e-66b002245551","block_type":"box","text":"Amex Equities or the Nasdaq are eligible for inclusion in the FTSE Nareit Indexes. Potential constituents for the FTSE Nareit All","page_number":52,"box":{"x":59,"y":426,"width":877,"height":12}},{"id":"f01f0787-5261-475e-b2bc-1bcdee507543","block_type":"box","text":"Mortgage Capped Index and the FTSE Nareit All Residential Capped Index are determined by sector classifications of","page_number":52,"box":{"x":59,"y":441,"width":816,"height":12}},{"id":"00525d8f-df34-49d5-b7c4-8d0ff688f3ae","block_type":"box","text":"constituents in the FTSE Nareit Composite Index. The FTSE Nareit Indexes are reviewed for changes in free-float on a","page_number":52,"box":{"x":59,"y":456,"width":816,"height":12}},{"id":"74eafded-c00f-445c-916b-46e87d92b587","block_type":"box","text":"quarterly basis in March, June, September and December for companies which do not qualify for fast entry, but which meet","page_number":52,"box":{"x":59,"y":471,"width":863,"height":12}},{"id":"4a77be7f-0056-4d22-b343-85f981c7f647","block_type":"box","text":"the criteria for eligible securities set out in the index rules. Meetings to review the constituents will be held on the Thursday","page_number":52,"box":{"x":59,"y":486,"width":863,"height":12}},{"id":"b9b7ff4c-1abd-4b8a-a41b-d6bbc96852d2","block_type":"box","text":"following the first Friday of March, June, September and December. The review is based on data at the close of business on","page_number":52,"box":{"x":59,"y":501,"width":859,"height":13}},{"id":"36bef465-be52-4b24-bf95-75a74dbb3eab","block_type":"box","text":"the last trading day of February, May, August and November. The FTSE Nareit Index Advisory Committee meets quarterly, in","page_number":52,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"c3375cb0-7a16-45f2-809a-5038feb3718f","block_type":"box","text":"March, June, September and December or more frequently, if required.","page_number":52,"box":{"x":59,"y":531,"width":491,"height":13}},{"id":"6f95b095-cb08-4384-9775-53fad3894cfd","block_type":"box","text":"When calculating index component weights, component companies’ shares are adjusted for available free-float. In general,","page_number":52,"box":{"x":59,"y":558,"width":860,"height":12}},{"id":"dbf0d86c-666a-4655-b84e-82885e045e61","block_type":"box","text":"shares held by governments, corporations, strategic partners, or other control groups are excluded from a constituent","page_number":52,"box":{"x":59,"y":573,"width":825,"height":12}},{"id":"7576ef68-b18d-44e5-9b28-6b333efbe655","block_type":"box","text":"company’s outstanding shares.","page_number":52,"box":{"x":59,"y":588,"width":218,"height":13}},{"id":"ad041919-3b05-4e15-8f55-0d5277972594","block_type":"box","text":"Index Maintenance.","page_number":52,"box":{"x":60,"y":615,"width":141,"height":9}},{"id":"08061d99-e246-4fa7-9a4c-2035241981a5","block_type":"box","text":"FTSE International Limited (“FTSE”) is responsible for the daily operation of the FTSE Nareit Indexes.","page_number":52,"box":{"x":208,"y":615,"width":698,"height":12}},{"id":"836f819c-70e0-4c1f-b2ea-16a8bcfd89bd","block_type":"box","text":"FTSE will maintain records of the market capitalization of all constituents, and will make changes to the constituents and","page_number":52,"box":{"x":60,"y":630,"width":844,"height":12}},{"id":"51a35c19-3e09-4587-bef0-6cac4531c44d","block_type":"box","text":"their weightings in accordance with index rules. FTSE will also carry out the periodic company reviews of the FTSE Nareit","page_number":52,"box":{"x":59,"y":645,"width":846,"height":12}},{"id":"dc48bb57-0db7-4fcb-bc79-663b78286d0d","block_type":"box","text":"Indexes and implement the resulting constituent changes as required by index rules.","page_number":52,"box":{"x":60,"y":660,"width":589,"height":12}},{"id":"cd0792b9-1bc8-4670-9f67-a04ff4f58eca","block_type":"box","text":"Issue Changes.","page_number":52,"box":{"x":60,"y":686,"width":107,"height":13}},{"id":"95724fba-fddb-4ca5-b67d-ecb0ab8298b0","block_type":"box","text":"New issues of companies that do not qualify for “Fast Entry” but meet the criteria for eligible securities and","page_number":52,"box":{"x":173,"y":686,"width":746,"height":13}},{"id":"bae02777-6633-4e5d-95ba-8982b39456db","block_type":"box","text":"have been listed for over 20 business trading days will be eligible for inclusion in the FTSE Nareit Indexes. The data will be","page_number":52,"box":{"x":60,"y":702,"width":846,"height":12}},{"id":"98c4481b-0d68-4629-985e-80c09e8b38e1","block_type":"box","text":"compiled as of the close of business on the last business day in February, May, August and November. The changes will be","page_number":52,"box":{"x":59,"y":717,"width":855,"height":12}},{"id":"a3c8b5e7-b0e8-46b3-a0f5-8f697de2b50f","block_type":"box","text":"effective after the close of business on the third Friday in March, June, September and December.","page_number":52,"box":{"x":59,"y":732,"width":677,"height":12}},{"id":"215ecb91-ea2f-4242-9c53-584501ca4254","block_type":"box","text":"If a constituent is delisted, or ceases to have a firm quotation, or is subject to a takeover offer which has been declared wholly","page_number":52,"box":{"x":60,"y":758,"width":878,"height":13}},{"id":"33e01b85-2b52-4b1a-b786-bcf1d2e0b862","block_type":"box","text":"unconditional, it will be removed from the indexes of which it is a constituent.","page_number":52,"box":{"x":60,"y":773,"width":542,"height":12}},{"id":"2b4d44eb-354a-4c68-904d-e09de2f374e5","block_type":"box","text":"Index Availability.","page_number":52,"box":{"x":60,"y":800,"width":125,"height":12}},{"id":"c8fb80c2-6e1d-416c-914d-07d75dd98e12","block_type":"box","text":"The FTSE Nareit Indexes are calculated continuously during normal trading hours of the Nasdaq, NYSE","page_number":52,"box":{"x":190,"y":800,"width":717,"height":12}},{"id":"0ef2572f-53df-4ffc-8472-646d4086d6b5","block_type":"box","text":"Amex Equities and NYSE, and are closed on U.S. holidays.","page_number":52,"box":{"x":59,"y":815,"width":400,"height":12}},{"id":"86affafd-6b7f-47d5-9725-6137da4c5c56","block_type":"box","text":"Exchange Rates and Pricing.","page_number":52,"box":{"x":60,"y":841,"width":202,"height":13}},{"id":"ba1583fe-2f5a-40d7-92de-8b04aec367f3","block_type":"box","text":"The prices used to calculate the FTSE Nareit Indexes are the Reuters daily closing prices or","page_number":52,"box":{"x":267,"y":841,"width":632,"height":13}},{"id":"9538e63f-b21b-4cf3-ab43-bf644f5aced8","block_type":"box","text":"those figures accepted as such. FTSE Nareit reserves the right to use an alternative pricing source on any given day. For end","page_number":52,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"91e35aae-4dc4-4d57-80d9-c0fb22878f4d","block_type":"box","text":"of-day alternative currency calculations, FTSE Nareit uses the WM/Reuters Closing Spot Rates.","page_number":52,"box":{"x":59,"y":872,"width":662,"height":12}},{"id":"cf08f943-f839-4858-97e0-1e7dc4f0919a","block_type":"box","text":"40","page_number":52,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7a6250c1-269b-41ce-85c4-dc4a0f6bbeae","block_type":"box","text":"FTSE Developed ex US ex Korea Small Cap Focused Value Index","page_number":53,"box":{"x":60,"y":67,"width":456,"height":12}},{"id":"2ad0b4fe-3c65-4889-903e-2c97acffc98d","block_type":"box","text":"Number of Components: approximately 499","page_number":53,"box":{"x":60,"y":93,"width":317,"height":12}},{"id":"e412e7bc-7ce5-4669-954b-d2b2bc632344","block_type":"box","text":"Index Description.","page_number":53,"box":{"x":60,"y":120,"width":130,"height":12}},{"id":"7e0b1169-9991-46b2-b624-444e8dbdff55","block_type":"box","text":"The FTSE Developed ex US ex Korea Small Cap Focused Value Index measures the performance of","page_number":53,"box":{"x":195,"y":120,"width":687,"height":12}},{"id":"a3c99de5-80f1-4ab6-99dc-b5b867d8dac0","block_type":"box","text":"international developed small-capitalization companies, excluding the U.S. and Korea, with prominent value factor","page_number":53,"box":{"x":60,"y":135,"width":797,"height":12}},{"id":"e3e83e07-cc9e-4b8f-8c4e-0cdcd7abd4f5","block_type":"box","text":"characteristics, as determined by FTSE International Limited. The Underlying Index is a subset of the FTSE Developed ex US","page_number":53,"box":{"x":59,"y":150,"width":861,"height":12}},{"id":"2439f115-2f58-4dee-a685-0a6097c8c719","block_type":"box","text":"ex Korea Small Cap Index (the “Parent Index”), which measures the performance of the small-capitalization segment of the","page_number":53,"box":{"x":59,"y":165,"width":861,"height":12}},{"id":"83818e67-14fb-488d-9f14-8e877cb68a20","block_type":"box","text":"international developed equity market, excluding the U.S. and Korea, as defined by FTSE International Limited.","page_number":53,"box":{"x":60,"y":180,"width":767,"height":12}},{"id":"e6a7b7b7-4067-4ccd-bdf4-35c1a4eb5f81","block_type":"box","text":"Eligibility. The eligible universe of securities for the Underlying Index includes all issuers within the Parent Index, subject to","page_number":53,"box":{"x":60,"y":206,"width":852,"height":13}},{"id":"3e581e6b-359e-4929-a096-e3a589c573d2","block_type":"box","text":"the following rules and exceptions:","page_number":53,"box":{"x":59,"y":222,"width":243,"height":12}},{"id":"d638dd4d-ff37-45d8-bc61-4d8486294c22","block_type":"box","text":"• If a company has issued multiple lines of equity capital, only one eligible line is included. The eligible line is the line","page_number":53,"box":{"x":92,"y":242,"width":831,"height":12}},{"id":"3acc9766-70c1-4c67-b2c8-3db71158f372","block_type":"box","text":"with the highest 60 days average daily dollar trading volume (“ADDTV”). A minimum of 30 days of daily","page_number":53,"box":{"x":124,"y":257,"width":726,"height":12}},{"id":"94b07704-d9b5-458d-933f-7d71c8484783","block_type":"box","text":"observations are required to calculate ADDTV. If a line has missing ADDTV, the line is excluded. If all lines have no","page_number":53,"box":{"x":124,"y":272,"width":794,"height":12}},{"id":"419882d0-08bc-4b76-87ab-45ad3a8fe300","block_type":"box","text":"ADDTV, the line with the highest free float market cap is selected.","page_number":53,"box":{"x":124,"y":287,"width":458,"height":12}},{"id":"2662877f-3388-4aed-80a9-1099ab21799d","block_type":"box","text":"• Securities ranked within the least liquid 20% by count based on 60-day ADDTV are excluded.","page_number":53,"box":{"x":92,"y":307,"width":683,"height":13}},{"id":"433e9adf-c468-4744-b727-fdb350a87e00","block_type":"box","text":"• Securities ranked within the top 20% highest risk or with missing data are excluded. Risk is defined as the 1-year","page_number":53,"box":{"x":92,"y":327,"width":820,"height":13}},{"id":"fd92661c-3924-4bec-baeb-dfc1a46f8e3a","block_type":"box","text":"trailing realized volatility of daily total returns. A minimum of 200 days of daily return observations are required to","page_number":53,"box":{"x":124,"y":343,"width":794,"height":12}},{"id":"4d2e1e8d-6444-4821-a688-6ec2b4563aa8","block_type":"box","text":"calculate volatility.","page_number":53,"box":{"x":124,"y":358,"width":127,"height":12}},{"id":"f32a894b-4c54-4d4d-a4a9-d5a7c5c3b209","block_type":"box","text":"• Securities ranked within the top 20% highest leverage or with missing data are excluded. Leverage is defined as","page_number":53,"box":{"x":92,"y":378,"width":812,"height":12}},{"id":"486079fb-dad4-40df-bb80-a4d76a72736e","block_type":"box","text":"total debt to total assets sourced from a third party data provider.","page_number":53,"box":{"x":124,"y":393,"width":457,"height":12}},{"id":"eeab5782-72c8-4d43-841d-b61b39707f91","block_type":"box","text":"• Also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares,","page_number":53,"box":{"x":92,"y":413,"width":796,"height":12}},{"id":"3e012e14-67a0-420e-a07e-9f79664a2b70","block_type":"box","text":"warrants and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks,","page_number":53,"box":{"x":124,"y":428,"width":805,"height":13}},{"id":"1032304e-ceeb-4762-ae85-34f4b4896fad","block_type":"box","text":"mutual funds, and limited partnerships.","page_number":53,"box":{"x":125,"y":443,"width":275,"height":13}},{"id":"f84e9bff-ea42-4b9a-ab3d-33e28729d2c7","block_type":"box","text":"A sentiment score is calculated using estimates for earnings per share sourced from third party data providers. The","page_number":53,"box":{"x":59,"y":470,"width":805,"height":12}},{"id":"e276f7d9-0725-4a09-affc-0ef47203f856","block_type":"box","text":"sentiment score is calculated as follows:","page_number":53,"box":{"x":59,"y":485,"width":280,"height":10}},{"id":"d1d22ddf-a496-4a1a-83e4-3286763081bc","block_type":"box","text":"(Number of upgrades for earnings per share for current and next fiscal year - Number of downgrades for earnings per share","page_number":53,"box":{"x":60,"y":511,"width":865,"height":13}},{"id":"05e56116-56bf-4355-b94d-2fe554160ea6","block_type":"box","text":"for current and next fiscal year)/ Total number of estimates for earnings per share for current and next fiscal year.","page_number":53,"box":{"x":59,"y":526,"width":795,"height":13}},{"id":"82d32a39-9f53-4e17-89bd-362b8c2e704a","block_type":"box","text":"Negative price momentum is determined based on monthly price returns over the trailing 12 months, excluding the latest","page_number":53,"box":{"x":60,"y":553,"width":850,"height":12}},{"id":"016d4210-18a9-493d-a4c2-c43bd2cafeef","block_type":"box","text":"month. Securities with both a negative sentiment score and negative price momentum are excluded.","page_number":53,"box":{"x":60,"y":568,"width":704,"height":12}},{"id":"1f671bdd-f6b2-4913-a47d-6b255a4d1c2b","block_type":"box","text":"Eligible securities are ranked by a weighted composite score of three value metrics (price-to-book (10%), price-to-earnings","page_number":53,"box":{"x":60,"y":594,"width":860,"height":13}},{"id":"db63908f-3702-41a0-a90c-379b359afbd4","block_type":"box","text":"(30%) and price-to-cash flow from operations (60%)) (the “Composite Score”). The top ranked stocks are selected until the","page_number":53,"box":{"x":60,"y":610,"width":869,"height":12}},{"id":"b379b3f3-b3fa-4aa8-beff-f85b10bcf4f4","block_type":"box","text":"number of securities is 25% of the Parent Index by count to form the Target Index (the “Target Index”), which is re-evaluated","page_number":53,"box":{"x":60,"y":625,"width":874,"height":12}},{"id":"30b9eb58-798a-48e5-a4b5-98b69eae5ea2","block_type":"box","text":"each month. Each security included in the Target Index is weighted in proportion to their float adjusted market capitalization","page_number":53,"box":{"x":59,"y":640,"width":870,"height":12}},{"id":"8624b952-684b-4532-84a3-18a680fad013","block_type":"box","text":"with a country cap that is +/- 10% relative to the Parent Index.","page_number":53,"box":{"x":59,"y":655,"width":436,"height":12}},{"id":"3dcca0e9-5f57-4c0f-863b-af0903c5aaca","block_type":"box","text":"Index Maintenance and Issue Changes.","page_number":53,"box":{"x":60,"y":681,"width":282,"height":13}},{"id":"96ec712d-8f2a-4d5d-b09e-612d499cf990","block_type":"box","text":"The Underlying Index will be reviewed monthly, with changes arising from review","page_number":53,"box":{"x":347,"y":681,"width":569,"height":13}},{"id":"d5ed0f5d-bba7-4025-b992-d4087874e490","block_type":"box","text":"being announced after the close of business on the fifth business day preceding the implementation after the close of","page_number":53,"box":{"x":60,"y":697,"width":825,"height":12}},{"id":"ab619894-40de-44e3-ae2d-e1191d51f91f","block_type":"box","text":"business on the third Friday of the month. The Underlying Index is rebalanced to the Target Index if any of the following","page_number":53,"box":{"x":60,"y":712,"width":835,"height":12}},{"id":"0eda1c4d-e1f5-46c4-bafb-f3aee5d5a5a8","block_type":"box","text":"conditions are met:","page_number":53,"box":{"x":59,"y":727,"width":134,"height":9}},{"id":"7fde003c-8c6e-4792-9dd2-eb8c3afc423a","block_type":"box","text":"• The Underlying Index’s Composite Score is less than 90% of the Target Index’s Composite Score.","page_number":53,"box":{"x":92,"y":747,"width":710,"height":12}},{"id":"4cdc25ee-3d93-4ea2-b86a-ff15b275cf74","block_type":"box","text":"• The number of securities in the Underlying Index is fewer than 20% of the Parent Index securities by count.","page_number":53,"box":{"x":92,"y":767,"width":782,"height":12}},{"id":"4f55c5bf-83c6-45bc-8fbb-1260259a072a","block_type":"box","text":"If no rebalance is triggered, the index weights and constituents remain unchanged.","page_number":53,"box":{"x":60,"y":794,"width":579,"height":12}},{"id":"f628d739-fdee-4ab4-a3e6-6161da6aca83","block_type":"box","text":"A constituent will be removed from the Underlying Index if it is also removed from the Parent Index. The deletion will be","page_number":53,"box":{"x":59,"y":820,"width":838,"height":12}},{"id":"71c92ea1-70ac-4156-8c66-59b02574551c","block_type":"box","text":"concurrent with the deletion from the Parent Index and its weight will be distributed pro-rata amongst the remaining","page_number":53,"box":{"x":59,"y":835,"width":818,"height":12}},{"id":"70e6e6b7-b59b-4f93-beb9-438a3f0b6c7c","block_type":"box","text":"constituents. Thus, the number of securities in the Underlying Index over the year will fluctuate according to corporate","page_number":53,"box":{"x":59,"y":850,"width":831,"height":13}},{"id":"37e695b2-f2fd-4f5d-af48-d0e358f83158","block_type":"box","text":"activity.","page_number":53,"box":{"x":59,"y":866,"width":52,"height":12}},{"id":"0a64e5be-6b51-4b81-9792-7ad84ef3d0ad","block_type":"box","text":"41","page_number":53,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"9e7704b8-a45e-4575-8660-86481b8a167b","block_type":"box","text":"Additions to the Parent Index will be considered for inclusion in the Underlying Index at the next review.","page_number":54,"box":{"x":59,"y":67,"width":725,"height":12}},{"id":"fb1527e2-8d72-4835-bf36-38fcc262a521","block_type":"box","text":"FTSE Nareit All Mortgage Capped Index","page_number":54,"box":{"x":60,"y":93,"width":285,"height":12}},{"id":"3088e35d-b629-43fd-a01b-36107b773f48","block_type":"box","text":"Number of Components: approximately 32","page_number":54,"box":{"x":60,"y":112,"width":308,"height":12}},{"id":"62e07089-f504-4375-8a1e-92b52ccd6534","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":60,"y":135,"width":130,"height":12}},{"id":"9b2f374a-a640-42ba-b34a-b69b33fad067","block_type":"box","text":"The FTSE Nareit All Mortgage Capped Index is a free float-adjusted market capitalization weighted index","page_number":54,"box":{"x":195,"y":135,"width":732,"height":12}},{"id":"367e5f5a-ae94-4b49-9f22-c7fff1d6dd7e","block_type":"box","text":"that measures the performance of the residential and commercial mortgage real estate, mortgage finance and savings","page_number":54,"box":{"x":59,"y":150,"width":829,"height":12}},{"id":"451eeadd-128b-438d-b1fb-6e2afaa9e19d","block_type":"box","text":"associations sectors of the U.S. equity market. The FTSE Nareit All Mortgage Capped Index generally measures the","page_number":54,"box":{"x":59,"y":165,"width":801,"height":12}},{"id":"502c7791-0a57-420a-9ddb-aeae0df27ae6","block_type":"box","text":"performance of the residential and commercial mortgage real estate sector and generally invests all of its assets in REITs. If","page_number":54,"box":{"x":59,"y":180,"width":860,"height":12}},{"id":"884f67cb-620c-4d8e-b1ec-ce37d505e33c","block_type":"box","text":"the number of constituents in the FTSE Nareit All Mortgage Capped Index would otherwise fall below 20, FTSE will consider","page_number":54,"box":{"x":59,"y":195,"width":866,"height":12}},{"id":"4b246d99-6305-49ac-a3d3-515f0a24fded","block_type":"box","text":"companies from the mortgage finance and savings associations sectors for inclusion in the FTSE Nareit All Mortgage Capped","page_number":54,"box":{"x":59,"y":210,"width":876,"height":13}},{"id":"385eee29-5d11-4838-8aad-1856d18a18ff","block_type":"box","text":"Index and each company in the mortgage finance and savings associations sector will be capped at 3%, and in aggregate not","page_number":54,"box":{"x":60,"y":225,"width":878,"height":13}},{"id":"f6b763f1-426b-4874-86f8-fb467da9e1d3","block_type":"box","text":"exceed 30%. FTSE caps the weight of the constituent securities in the Underlying Index.","page_number":54,"box":{"x":59,"y":240,"width":614,"height":13}},{"id":"fb0769d1-f314-4099-8010-6e9816dd0703","block_type":"box","text":"FTSE Nareit All Residential Capped Index","page_number":54,"box":{"x":60,"y":267,"width":293,"height":12}},{"id":"882cf147-6878-486b-b650-eca4221afb98","block_type":"box","text":"Number of Components: approximately 91","page_number":54,"box":{"x":60,"y":286,"width":305,"height":12}},{"id":"069ac456-f670-4181-838f-785140eeddc1","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":60,"y":308,"width":130,"height":13}},{"id":"4a24d0b2-04c9-4ef9-bf14-3778bc0d1999","block_type":"box","text":"The FTSE Nareit All Residential Capped Index is a free float-adjusted market capitalization weighted index","page_number":54,"box":{"x":195,"y":308,"width":738,"height":13}},{"id":"9da703b9-321d-4dca-983d-e4b1ebbfd235","block_type":"box","text":"that measures the performance of the residential, healthcare and self-storage real estate sectors of the U.S. equity market.","page_number":54,"box":{"x":59,"y":324,"width":854,"height":12}},{"id":"81659f34-657e-446f-a16e-e2cfd74f7538","block_type":"box","text":"FTSE caps the weight of the constituent securities in the Underlying Index.","page_number":54,"box":{"x":60,"y":339,"width":519,"height":12}},{"id":"90340148-7cf0-4ad3-8128-5baaeb4cdae2","block_type":"box","text":"The ICE","page_number":54,"box":{"x":59,"y":369,"width":128,"height":24}},{"id":"d8f2e38c-cafc-4c76-a3b2-ad1b364a3034","block_type":"box","text":"®","page_number":54,"box":{"x":189,"y":366,"width":21,"height":14}},{"id":"653f6cb4-7a68-488f-84b5-8b80cdbf3c24","block_type":"box","text":"Securities Indexes","page_number":54,"box":{"x":222,"y":369,"width":300,"height":24}},{"id":"c3f0b1d8-4b72-4fc9-b8ac-772de8ee2da7","block_type":"box","text":"ICE Exchange-Listed Preferred & Hybrid Securities Index","page_number":54,"box":{"x":60,"y":411,"width":406,"height":12}},{"id":"4ab43e35-219e-4622-965a-3320aed0384a","block_type":"box","text":"Number of Components: approximately 457","page_number":54,"box":{"x":60,"y":437,"width":317,"height":12}},{"id":"dba277a3-d0d7-4f39-90b5-5f648d5d0381","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":60,"y":463,"width":130,"height":13}},{"id":"c6105e6a-0d27-4f1f-b695-3e1fa098ef7f","block_type":"box","text":"The ICE Exchange-Listed Preferred & Hybrid Securities Index tracks the performance of a select group of","page_number":54,"box":{"x":195,"y":463,"width":732,"height":13}},{"id":"fcbc55ed-927a-4d7b-95db-f2dac55d4127","block_type":"box","text":"exchange-listed, U.S. dollar-denominated preferred securities, hybrid securities and convertible preferred securities.","page_number":54,"box":{"x":59,"y":479,"width":806,"height":12}},{"id":"f7b55d86-2044-4e56-aca6-21f6a58c0abf","block_type":"box","text":"Index Methodology.","page_number":54,"box":{"x":60,"y":505,"width":143,"height":12}},{"id":"fc700620-18eb-496c-ab79-c000a0e85b5a","block_type":"box","text":"Qualifying securities must be exchange listed and have either the Nasdaq or NYSE as their primary","page_number":54,"box":{"x":208,"y":505,"width":688,"height":12}},{"id":"32882c34-17ae-41f6-bb27-1528db834f84","block_type":"box","text":"exchange in order to be included in the Underlying Index. The Underlying Index constituents must also meet minimum","page_number":54,"box":{"x":59,"y":520,"width":831,"height":12}},{"id":"663c071f-ea5e-4131-9223-82966848b5f8","block_type":"box","text":"maturity and other applicable requirements, as determined by ICE Data Indices, LLC. The total allocation to an individual","page_number":54,"box":{"x":60,"y":535,"width":839,"height":13}},{"id":"81086edd-90f2-4a35-997e-d174217616d7","block_type":"box","text":"issuer across the entire index is limited to 4.75%. The Underlying Index is market capitalization-weighted subject to certain","page_number":54,"box":{"x":60,"y":550,"width":858,"height":13}},{"id":"27d4a698-aef1-45bd-bb26-865a60429ab9","block_type":"box","text":"constraints, and the securities in the Underlying Index are updated on the last calendar date of each month.","page_number":54,"box":{"x":59,"y":566,"width":753,"height":12}},{"id":"fc00de5b-4a25-4b07-949a-98821586f5ca","block_type":"box","text":"Component Selection Criteria.","page_number":54,"box":{"x":59,"y":592,"width":217,"height":12}},{"id":"d8b92792-66e5-440a-aaa8-dbdd5f7cae71","block_type":"box","text":"Hybrid corporate debt issued in $1,000 or greater par amounts must have a coupon deferral","page_number":54,"box":{"x":282,"y":592,"width":642,"height":12}},{"id":"810fa871-de55-4f86-b4e3-ffa8b3cf438f","block_type":"box","text":"feature, at least $250 million face amount outstanding and at least 18 months to final maturity at the time of issuance to","page_number":54,"box":{"x":59,"y":607,"width":845,"height":12}},{"id":"a9068787-1107-42e0-a4b1-1b225df20c60","block_type":"box","text":"qualify. Fixed-to-floating rate securities are included provided they are callable within the fixed rate period and are at least","page_number":54,"box":{"x":59,"y":622,"width":851,"height":13}},{"id":"dea0a4fb-39ab-465f-bd0f-7716dc8c7c94","block_type":"box","text":"one month from the last call prior to the date the bond transitions from a fixed to a floating rate security. Contingent capital","page_number":54,"box":{"x":59,"y":637,"width":864,"height":13}},{"id":"e6f5faf5-d94f-4af6-9157-7ac72984a156","block_type":"box","text":"securities (“cocos”) are excluded, but capital securities where conversion can be mandated by a regulatory authority, but","page_number":54,"box":{"x":59,"y":652,"width":844,"height":13}},{"id":"7f9451d3-1898-465e-a044-93425e95aaea","block_type":"box","text":"which have no specified trigger, are included. Other hybrid capital securities, such as those issues that potentially convert into","page_number":54,"box":{"x":59,"y":668,"width":879,"height":12}},{"id":"f6437fc6-790f-486a-aee9-1252dfd27df2","block_type":"box","text":"preference shares, those with both cumulative and noncumulative coupon deferral provisions, and those with alternative","page_number":54,"box":{"x":59,"y":683,"width":845,"height":12}},{"id":"9d354302-1190-4c7e-9a0e-e50746d543db","block_type":"box","text":"coupon satisfaction mechanisms, are also included in the index. 144A securities (both with and without registration rights)","page_number":54,"box":{"x":59,"y":698,"width":861,"height":12}},{"id":"8a5f18b1-d069-49c1-9702-b807a5a1a462","block_type":"box","text":"and corporate pay-in-kind securities (including toggle notes) are included. Securities in legal default, securitized debt and","page_number":54,"box":{"x":59,"y":713,"width":849,"height":12}},{"id":"83d9b480-ed4b-4768-bef9-b67689f8efdf","block_type":"box","text":"Eurodollar bonds (USD securities not issued in the U.S. domestic market) are excluded.","page_number":54,"box":{"x":60,"y":728,"width":606,"height":12}},{"id":"a10157e4-992d-405b-bc4b-e8a31492dc20","block_type":"box","text":"Preferred stock and notes issued in $25, $50, or $100 par/liquidation preference increments, must have a minimum amount","page_number":54,"box":{"x":60,"y":754,"width":868,"height":13}},{"id":"5d6c4453-be12-43a2-a8f8-53feebbd54cc","block_type":"box","text":"outstanding of $100 million. In addition, qualifying securities must have an investment grade rated country of risk (based on","page_number":54,"box":{"x":59,"y":770,"width":868,"height":12}},{"id":"24778133-22a8-4810-8fab-f53c681219f3","block_type":"box","text":"an average of Moody’s, S&P and Fitch foreign currency long-term sovereign debt ratings). Both fixed and adjustable rate","page_number":54,"box":{"x":59,"y":785,"width":841,"height":12}},{"id":"21e83447-0277-4943-835c-e71f6a9bbe6b","block_type":"box","text":"preferred stock and notes are included in the index. Preference shares (perpetual preferred securities), American Depository","page_number":54,"box":{"x":59,"y":800,"width":867,"height":12}},{"id":"aab6bf79-922e-410d-9514-097733b30acb","block_type":"box","text":"Shares/Receipts (ADS/R), domestic and Yankee trust preferreds, are included. Auction market securities, purchase units,","page_number":54,"box":{"x":59,"y":815,"width":845,"height":12}},{"id":"66582efc-4e4a-45b4-b350-2536fc0cc728","block_type":"box","text":"purchase contracts, securities issued by closed end funds and derivative instruments such as repackaged securities and","page_number":54,"box":{"x":59,"y":830,"width":837,"height":12}},{"id":"13389ecb-b09f-4aa3-b96c-cb024fc8b26f","block_type":"box","text":"credit default swaps are excluded.","page_number":54,"box":{"x":59,"y":845,"width":237,"height":13}},{"id":"1a9507dc-92a0-40b8-a134-fa7c343bd22f","block_type":"box","text":"Convertible preferred stock must have at least $50 million face amount outstanding. The underlying equity of qualifying","page_number":54,"box":{"x":59,"y":872,"width":838,"height":12}},{"id":"9d3e53fd-1fd8-4b60-be7d-f68f0d1b49ee","block_type":"box","text":"securities must be publicly listed and actively trading. Convertible securities where the underlying is a basket of equities, and","page_number":54,"box":{"x":59,"y":887,"width":869,"height":12}},{"id":"99e9b077-4a9a-4e5d-b654-29600c78df46","block_type":"box","text":"42","page_number":54,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9d814320-c051-411f-8e6f-c6a5bbfd904e","block_type":"box","text":"mandatory convertibles are included in the index. Securities in legal default, synthetic and reverse convertibles, pay-in-kind","page_number":55,"box":{"x":60,"y":67,"width":858,"height":12}},{"id":"74dd2f39-8c17-4be7-91ac-b0feac4c60d2","block_type":"box","text":"convertibles, and convertibles with suspended or inactive underlying equities are excluded from the index.","page_number":55,"box":{"x":59,"y":82,"width":742,"height":12}},{"id":"98d630f2-bd94-4136-9f70-96137b821738","block_type":"box","text":"NYSE","page_number":55,"box":{"x":60,"y":109,"width":36,"height":9}},{"id":"05156fd3-6e2b-4deb-8abd-3d87a53ab596","block_type":"box","text":"®","page_number":55,"box":{"x":97,"y":105,"width":6,"height":4}},{"id":"f3c6207a-04b6-41e8-9922-331f1bd2e570","block_type":"box","text":"FactSet U.S. Infrastructure Index","page_number":55,"box":{"x":109,"y":108,"width":233,"height":10}},{"id":"06ba14b3-3bc5-4206-bea5-10f48292b736","block_type":"box","text":"TM","page_number":55,"box":{"x":342,"y":107,"width":17,"height":5}},{"id":"feec6919-dcf9-4a7e-b32b-8a03914e7684","block_type":"box","text":"Number of Components: approximately 162","page_number":55,"box":{"x":60,"y":135,"width":317,"height":12}},{"id":"a12b03d2-298f-4556-a6b0-38f934ac9e18","block_type":"box","text":"Index Description.","page_number":55,"box":{"x":60,"y":161,"width":130,"height":12}},{"id":"e6d61072-aaa1-457f-a75e-9638862a8e48","block_type":"box","text":"The NYSE","page_number":55,"box":{"x":195,"y":161,"width":68,"height":10}},{"id":"2f2fe37d-8cb6-4d99-8356-1c961ff2fa2f","block_type":"box","text":"®","page_number":55,"box":{"x":264,"y":158,"width":6,"height":4}},{"id":"7ddf00ed-97d4-45cc-9492-c80566a602fc","block_type":"box","text":"FactSet U.S. Infrastructure Index","page_number":55,"box":{"x":276,"y":161,"width":224,"height":10}},{"id":"90f778e2-0c19-44d3-9f06-e4fff2a5b58e","block_type":"box","text":"TM","page_number":55,"box":{"x":500,"y":159,"width":17,"height":6}},{"id":"ab0d0200-70a5-47c9-967a-253c9c5f2dea","block_type":"box","text":"is designed to measure the performance of equity","page_number":55,"box":{"x":523,"y":161,"width":348,"height":12}},{"id":"e0edd2f4-95d3-4f83-984f-1b21786b9ff3","block_type":"box","text":"securities of U.S. companies involved in U.S. focused infrastructure activities (as determined by the index provider of the","page_number":55,"box":{"x":59,"y":176,"width":838,"height":13}},{"id":"789f430a-263a-4539-a395-43693acdd262","block_type":"box","text":"Underlying Index).","page_number":55,"box":{"x":60,"y":191,"width":127,"height":13}},{"id":"85e9cfd7-dfdb-4bbc-a28a-c58e87932cce","block_type":"box","text":"Companies are eligible to be included in the Underlying Index if they are classified to be under one of the 95 infrastructure","page_number":55,"box":{"x":59,"y":218,"width":859,"height":12}},{"id":"31426acd-b059-4e46-bb7f-d9af0b1edfb4","block_type":"box","text":"related industries as defined by FactSet Revere Business Industry Classification System (“RBICS”). Each company in the","page_number":55,"box":{"x":60,"y":233,"width":829,"height":12}},{"id":"e97bbab4-f806-4b82-b0a8-d0c574c1b11b","block_type":"box","text":"Underlying Index is classified as either Category 1 or Category 2, where Category 1 companies are infrastructure enablers","page_number":55,"box":{"x":60,"y":248,"width":848,"height":12}},{"id":"23c10504-7b46-4f0d-ba52-f15ecec25b23","block_type":"box","text":"and Category 2 are infrastructure asset owners and operators.","page_number":55,"box":{"x":59,"y":263,"width":434,"height":12}},{"id":"4d7404ad-bf63-40d8-b09c-45d2371bc092","block_type":"box","text":"Infrastructure enablers are potential beneficiaries of infrastructure investment in the U.S. Category 1 companies in the","page_number":55,"box":{"x":60,"y":290,"width":823,"height":12}},{"id":"c7f369d9-2acc-48b4-b016-e920628c19be","block_type":"box","text":"Underlying Index include companies in construction and engineering services, machineries, materials, and certain railroad","page_number":55,"box":{"x":60,"y":305,"width":852,"height":12}},{"id":"9a5d09b0-1bcf-41f4-88cf-041c013f4b75","block_type":"box","text":"transportation industries. Infrastructure asset owners and operators are companies associated with traditional equity","page_number":55,"box":{"x":59,"y":320,"width":820,"height":12}},{"id":"97eea34c-f14e-4e18-9f98-fc05885998dd","block_type":"box","text":"infrastructure investing, which generally exhibit characteristics such as having stable cash flows, a high barrier to entry, and","page_number":55,"box":{"x":60,"y":335,"width":863,"height":12}},{"id":"8b9f7de4-8c51-4a97-ac98-a82db9862525","block_type":"box","text":"being an inflation hedge. Category 2 companies in the Underlying Index include companies in energy transportation and","page_number":55,"box":{"x":60,"y":350,"width":842,"height":12}},{"id":"4dfd1c3d-d76e-43fa-b425-eb4511f8de9a","block_type":"box","text":"storage, and utilities.","page_number":55,"box":{"x":59,"y":365,"width":144,"height":13}},{"id":"5770bf6c-1bef-401c-bf54-924b2c7da8c5","block_type":"box","text":"At the time of inclusion, eligible companies must derive 50% or more of their annual revenues from the U.S. The Underlying","page_number":55,"box":{"x":59,"y":392,"width":865,"height":12}},{"id":"7e47168d-0fc5-458d-82b8-1f963214c7a3","block_type":"box","text":"Index applies a 50% weighting to Category 1 and Category 2, and within each category, constituent weights are determined","page_number":55,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"578a886a-f59b-4a25-9073-817d57179788","block_type":"box","text":"based on security-level float-adjusted market capitalization, subject to an individual constituent cap of 4%, with any excess","page_number":55,"box":{"x":60,"y":422,"width":861,"height":12}},{"id":"7097412d-bd9b-4ec8-8b30-07ba27fede94","block_type":"box","text":"weight redistributed among the remaining constituents in their respective Category on a pro rata basis.","page_number":55,"box":{"x":59,"y":437,"width":721,"height":12}},{"id":"76c15a1f-ba9c-4b4f-bbf3-56727cc323a6","block_type":"box","text":"The Underlying Index will be reviewed and reconstituted annually in March each year. Constituent weights of the Underlying","page_number":55,"box":{"x":59,"y":463,"width":869,"height":13}},{"id":"44f19286-c55a-4834-bb08-c1c5367fc4b9","block_type":"box","text":"Index are rebalanced quarterly in March, June, September and December.","page_number":55,"box":{"x":60,"y":479,"width":510,"height":12}},{"id":"2570d1a6-b129-4e43-9e38-5505b93a6d29","block_type":"box","text":"Eligibility.","page_number":55,"box":{"x":60,"y":505,"width":67,"height":12}},{"id":"6acc4c59-339d-4d43-b160-99bc1053d75b","block_type":"box","text":"The following rules are used for the initial constituent selection and ongoing reconstitution:","page_number":55,"box":{"x":132,"y":505,"width":640,"height":12}},{"id":"e6c78b05-7123-429e-9985-ee48a23b9aaa","block_type":"box","text":"• Underlying Index eligibility is limited to common stocks traded primarily on the New York Stock Exchange (“NYSE”),","page_number":55,"box":{"x":59,"y":525,"width":843,"height":13}},{"id":"38eace9c-0826-4f9d-b341-4d54ac024a18","block_type":"box","text":"NYSE American and Nasdaq, excluding master limited partnerships (MLPs), royalty trusts, business development","page_number":55,"box":{"x":92,"y":540,"width":789,"height":13}},{"id":"2a99953d-2fbd-4096-b141-8e070c4ba276","block_type":"box","text":"companies (BDCs), and American depository receipts (ADRs).","page_number":55,"box":{"x":92,"y":555,"width":433,"height":13}},{"id":"ede623d0-4f1d-456a-bedb-6e91e1d17158","block_type":"box","text":"• Initial Public Offering (“IPO”) securities that have been trading for less than 3 months prior to the reconstitution day are","page_number":55,"box":{"x":59,"y":576,"width":869,"height":12}},{"id":"559faa2b-fcbb-4739-87e2-4d8314f9218e","block_type":"box","text":"excluded.","page_number":55,"box":{"x":92,"y":591,"width":65,"height":9}},{"id":"645c5612-018f-4b7e-8809-e102b40a6cb8","block_type":"box","text":"• The securities must have a minimum float-adjusted market capitalization of U.S. $300 million or greater, and three","page_number":55,"box":{"x":59,"y":611,"width":838,"height":12}},{"id":"111d1419-0666-494f-be30-aa20f3e25bba","block_type":"box","text":"month Average Daily Trading Value (“ADTV”) of U.S. $1 million or greater on selection day.","page_number":55,"box":{"x":92,"y":626,"width":631,"height":12}},{"id":"6f591bb6-d599-4807-bae3-5da2dfbab76d","block_type":"box","text":"Existing constituents may remain in the Underlying Index if they have a minimum float-adjusted market capitalization of","page_number":55,"box":{"x":92,"y":646,"width":842,"height":12}},{"id":"ce6d127a-5676-4117-a25b-6fe1e1bf5db5","block_type":"box","text":"U.S. $225 million or greater, and a three-month ADTV of U.S. $0.75 million or greater on selection day.","page_number":55,"box":{"x":92,"y":661,"width":713,"height":13}},{"id":"e0b0d7cd-20dd-49c4-a309-bd6468995299","block_type":"box","text":"• The securities must be classified as having a focus (deriving 50% or more revenues) in one of the 95 infrastructure","page_number":55,"box":{"x":59,"y":681,"width":841,"height":13}},{"id":"d8f40f35-43ca-48d1-ad95-2e052c526887","block_type":"box","text":"related industries as defined by RBICS in either Category 1 or 2, where Category 1 companies are infrastructure enablers","page_number":55,"box":{"x":92,"y":697,"width":839,"height":12}},{"id":"738ec2ad-0462-47a0-8b77-41f87c37fd14","block_type":"box","text":"and Category 2 companies are infrastructure asset owners and operators.","page_number":55,"box":{"x":92,"y":712,"width":515,"height":12}},{"id":"59bcd579-714e-4fe9-bc7f-1d48a7c527f6","block_type":"box","text":"• An eligible company must derive 50% or more of its annual revenues from the U.S. to be included in the Underlying","page_number":55,"box":{"x":59,"y":732,"width":839,"height":12}},{"id":"43d7beca-3301-47b7-bb10-3ce47015245d","block_type":"box","text":"Index.","page_number":55,"box":{"x":92,"y":747,"width":41,"height":10}},{"id":"a60d4a50-53ab-4c7b-992b-1e44992fa2b1","block_type":"box","text":"Existing constituents may remain in the Underlying Index if they derive 40% or more its annual revenues from the U.S.","page_number":55,"box":{"x":92,"y":767,"width":826,"height":12}},{"id":"3b1e249e-b4ad-4d0d-a81c-27f83636058f","block_type":"box","text":"• If a company has multiple share classes, only the most liquid issue based on the highest three-month ADTV on 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float-adjusted market capitalization-weighted","page_number":56,"box":{"x":195,"y":67,"width":724,"height":12}},{"id":"f6a30583-80a2-4308-9746-cd70b2b88dc2","block_type":"box","text":"index that tracks the performance of qualifying U.S.-listed biotechnology companies.","page_number":56,"box":{"x":60,"y":82,"width":592,"height":12}},{"id":"f0c04e8a-badd-4685-b38a-452b271cc829","block_type":"box","text":"Eligibility.","page_number":56,"box":{"x":60,"y":108,"width":67,"height":13}},{"id":"9e5604c7-5c63-436a-a0c7-b903351a29d1","block_type":"box","text":"Underlying Index eligibility includes common stocks, ordinary shares, ADRs, and shares of beneficial interest or","page_number":56,"box":{"x":133,"y":108,"width":776,"height":13}},{"id":"1970cecf-f18a-43a7-a562-9ff67d3beacb","block_type":"box","text":"limited partnership interests that are listed on one of the following U.S exchanges: New York Stock Exchange (NYSE), NYSE","page_number":56,"box":{"x":60,"y":123,"width":857,"height":13}},{"id":"de6bdb33-54cd-4600-afa5-3f4a76cb25f5","block_type":"box","text":"American, Cboe BZX, Nasdaq Global Select Market, Nasdaq Global Market. Companies must be classified within the","page_number":56,"box":{"x":59,"y":138,"width":810,"height":13}},{"id":"23d0dcc1-5975-450c-ba86-1ef50c9c7d3c","block_type":"box","text":"Biotechnology Sub-Industry Group of the ICE Uniform Sector Classification schema and meet certain minimum market","page_number":56,"box":{"x":60,"y":154,"width":832,"height":12}},{"id":"d8aabe67-0b35-436e-a56a-bc14b51120c3","block_type":"box","text":"capitalization, liquidity, and other criteria to be eligible for inclusion in the Underlying Index.","page_number":56,"box":{"x":59,"y":169,"width":638,"height":12}},{"id":"e2c51f09-f0f9-4ec8-9121-c2e8c7a3a2a5","block_type":"box","text":"Weighting.","page_number":56,"box":{"x":59,"y":195,"width":77,"height":12}},{"id":"b9a44dde-18cd-4e8d-9159-2c032b19c8cc","block_type":"box","text":"The Underlying Index is float-adjusted market capitalization-weighted subject to certain exposure limits. First, all","page_number":56,"box":{"x":141,"y":195,"width":787,"height":12}},{"id":"eb9078e8-9daa-4ae6-a43d-28ae84338835","block_type":"box","text":"constituents are capped at 8% with any excess weight redistributed on a pro-rata basis to constituents below that cap,","page_number":56,"box":{"x":59,"y":210,"width":831,"height":13}},{"id":"669925d2-c8bf-40af-b792-864923590c7e","block_type":"box","text":"provided none can be increased above 8%. Next, the weights of constituents outside the initial five largest are capped at 4%","page_number":56,"box":{"x":59,"y":225,"width":868,"height":13}},{"id":"10bcfc6f-5527-4b9f-95c6-0fe43aba951f","block_type":"box","text":"with any excess weight redistributed on a pro-rata basis to (i) any of the five largest constituents that are below 8% (provided","page_number":56,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"3c3c39a4-5441-4e63-9718-a67f9433e7b4","block_type":"box","text":"they cannot be increased above 8%), and (ii) any other constituents that are below 4% (provided none are increased above","page_number":56,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"b682e298-cda6-471d-80a6-ffbfa656a9b7","block_type":"box","text":"4%). Finally, the cumulative weight of all ADRs is capped at 10% with the reductions applied proportionately across that","page_number":56,"box":{"x":59,"y":271,"width":842,"height":12}},{"id":"be40b920-8fc8-4b1b-b042-5a8167fe4f57","block_type":"box","text":"group. Excess weight is redistributed on a pro-rata basis to (i) any non-ADR constituents among the resulting five largest","page_number":56,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"5da8f6cd-d6dd-456a-9d2a-3572d77df7fd","block_type":"box","text":"constituents that are below 8% (provided they cannot be increased above 8%) and (ii) any other non-ADR constituents that","page_number":56,"box":{"x":59,"y":301,"width":870,"height":12}},{"id":"7463d5d4-0428-4bea-9310-1f2215ea4a75","block_type":"box","text":"are below 4% (provided they cannot be increased above 4%).","page_number":56,"box":{"x":59,"y":316,"width":430,"height":12}},{"id":"aec7bf5a-fba4-4e08-984f-9d83e0e40fc2","block_type":"box","text":"Issue Changes.","page_number":56,"box":{"x":60,"y":343,"width":107,"height":12}},{"id":"5caf672e-5575-45af-acb8-03634cf202c5","block_type":"box","text":"The Underlying Index undergoes a full reconstitution of constituent holdings annually in December. At the","page_number":56,"box":{"x":172,"y":343,"width":743,"height":12}},{"id":"97ea1da8-908e-4fa0-b34a-7472446c66f9","block_type":"box","text":"annual reconstitution, qualifying constituents are re-selected based on the eligibility criteria, and float-adjusted market","page_number":56,"box":{"x":59,"y":358,"width":831,"height":12}},{"id":"f3e7a429-ab6c-49de-8707-af04a85ab524","block_type":"box","text":"capitalization weights are determined subject to the weighting exposure limits. The reference date for the input data used to","page_number":56,"box":{"x":59,"y":373,"width":869,"height":12}},{"id":"7bb1c4a2-4306-492f-abcd-088054fa1151","block_type":"box","text":"determine security qualification is the close of the last trading day of October, and reference data for the input data used to","page_number":56,"box":{"x":59,"y":388,"width":861,"height":12}},{"id":"088e6465-2c1d-4a40-a95e-244385b3342b","block_type":"box","text":"determine weights is the close of the last trading day of November. The announcement date is the close of the first Friday of","page_number":56,"box":{"x":59,"y":403,"width":870,"height":12}},{"id":"c1b9f649-ed1c-4171-bf40-53bc6963ab2c","block_type":"box","text":"December.","page_number":56,"box":{"x":60,"y":418,"width":73,"height":10}},{"id":"a09089c2-a22b-4cef-8580-091412b728cc","block_type":"box","text":"Quarterly Index Rebalancing.","page_number":56,"box":{"x":59,"y":445,"width":210,"height":12}},{"id":"176ad92b-59f6-4db5-b7d7-9974a4b679e4","block_type":"box","text":"In addition to the annual reconstitution, the Underlying Index is rebalanced after the close of","page_number":56,"box":{"x":275,"y":445,"width":648,"height":12}},{"id":"b1622387-094b-4d6d-bb93-f2a10468e932","block_type":"box","text":"the third Friday of March, June, and September. At the quarterly rebalances, no constituents are added to or removed from","page_number":56,"box":{"x":59,"y":460,"width":855,"height":12}},{"id":"4d15ef6a-e0b6-4f02-af69-8225bcc3f622","block_type":"box","text":"the Underlying Index; however, constituent weights are recalculated based on updated float-adjusted market capitalizations","page_number":56,"box":{"x":59,"y":475,"width":865,"height":12}},{"id":"0aa69dd0-a87d-4fad-a52a-85b5f337c27d","block_type":"box","text":"subject to the weighting exposure limits. The reference date for all input data used in the quarterly rebalances is the close of","page_number":56,"box":{"x":59,"y":490,"width":869,"height":12}},{"id":"85b1cf24-3444-4fe4-9931-8c74eacc6474","block_type":"box","text":"the last trading day of the month preceding the month of effectiveness (February, May, August) and the announcement date","page_number":56,"box":{"x":59,"y":505,"width":872,"height":12}},{"id":"b52df546-410f-4ac0-82a2-1975adb80309","block_type":"box","text":"is the close of the first Friday of the rebalance month.","page_number":56,"box":{"x":60,"y":520,"width":371,"height":12}},{"id":"f0a9c54d-497c-4236-8cd7-07fc2e6d07a0","block_type":"box","text":"Index Maintenance.","page_number":56,"box":{"x":60,"y":547,"width":141,"height":9}},{"id":"a3ed63c4-5f01-4fbd-b72d-fe0d7a11ccc2","block_type":"box","text":"The Underlying Index is adjusted for corporate actions that affect constituents and implements any","page_number":56,"box":{"x":206,"y":547,"width":696,"height":12}},{"id":"13769a3f-eb4a-40ce-b923-5423804797d6","block_type":"box","text":"intra-quarter float-adjusted shares outstanding updates greater than 10% in scheduled monthly share updates that take","page_number":56,"box":{"x":60,"y":562,"width":842,"height":12}},{"id":"d64369d3-2744-4087-8ee8-6848eca57787","block_type":"box","text":"effect after the close of the last trading day of each month. Securities are removed from the Underlying Index only when both","page_number":56,"box":{"x":59,"y":577,"width":876,"height":12}},{"id":"adf4db9e-47ed-467d-8eef-d43283405b47","block_type":"box","text":"the transaction and delisting is either confirmed or deemed imminent. If a security is suspended prior to its removal from the","page_number":56,"box":{"x":59,"y":592,"width":874,"height":12}},{"id":"70164d8d-25a4-496d-a4d6-c1f518ba7b78","block_type":"box","text":"Underlying Index, then the security is deleted at the close of the next trading day at either the last traded price (cash only","page_number":56,"box":{"x":60,"y":607,"width":846,"height":12}},{"id":"37845328-77da-4e0d-90d5-49585d458357","block_type":"box","text":"terms) or the value of the deal terms (share or cash/share terms), if available. There are no intra-quarter replacements of","page_number":56,"box":{"x":59,"y":622,"width":848,"height":13}},{"id":"1a27dfe3-ce41-49d2-85df-8699a285e77d","block_type":"box","text":"constituents in the Underlying Index. The Underlying Index implements a zero-price spin-off policy. A spin-co is added into","page_number":56,"box":{"x":59,"y":637,"width":859,"height":13}},{"id":"de251bb5-2d25-4579-9617-9fb6f390d519","block_type":"box","text":"the Underlying Index effective for the spin-off ex-date with a $0 price and no price adjustment is made on the parent","page_number":56,"box":{"x":59,"y":652,"width":817,"height":13}},{"id":"025de2e2-fb17-4543-89ad-ff1f856c876b","block_type":"box","text":"company. After the close of the first day of trading for the spin-co, it is deleted from the Underlying Index at its last traded","page_number":56,"box":{"x":59,"y":668,"width":851,"height":12}},{"id":"c2445968-6bb5-49ce-950a-435555613336","block_type":"box","text":"price.","page_number":56,"box":{"x":59,"y":684,"width":37,"height":11}},{"id":"93aee48d-ba5a-4b7e-add5-25738674938e","block_type":"box","text":"NYSE Semiconductor Index","page_number":56,"box":{"x":60,"y":709,"width":196,"height":10}},{"id":"2e108c78-eaae-467d-877f-6ce202c4d31f","block_type":"box","text":"Number of Components: approximately 30","page_number":56,"box":{"x":60,"y":736,"width":308,"height":12}},{"id":"9efda4e5-3eeb-47f2-9b24-e4ffc1d53e81","block_type":"box","text":"Index Description.","page_number":56,"box":{"x":60,"y":762,"width":130,"height":12}},{"id":"a012cae5-5ad7-4b59-b5f0-528feb3c4466","block_type":"box","text":"The NYSE Semiconductor Index is a rules-based, modified float-adjusted market capitalization-weighted","page_number":56,"box":{"x":195,"y":762,"width":731,"height":12}},{"id":"3668a168-2f5b-4e7a-9061-79263fa05552","block_type":"box","text":"index that tracks the performance of the thirty largest U.S.-listed semiconductor companies.","page_number":56,"box":{"x":60,"y":777,"width":644,"height":13}},{"id":"0aec537b-35b1-4b85-a44a-b1b7be0ff140","block_type":"box","text":"Eligibility.","page_number":56,"box":{"x":60,"y":804,"width":67,"height":12}},{"id":"8e22885d-1021-4fab-b230-e1eb031a45de","block_type":"box","text":"Underlying Index eligibility includes common stocks, ordinary shares, ADRs, and shares of beneficial interest or","page_number":56,"box":{"x":133,"y":804,"width":776,"height":12}},{"id":"26991753-44fa-4b63-b86c-f3320f73c32b","block_type":"box","text":"limited partnership interests that are listed on one of the following U.S exchanges: New York Stock Exchange (NYSE), NYSE","page_number":56,"box":{"x":60,"y":819,"width":857,"height":12}},{"id":"6ce01a5e-17ad-4c8d-ace3-da8e0a8b08f8","block_type":"box","text":"American, Cboe BZX, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market. Companies must be","page_number":56,"box":{"x":59,"y":834,"width":834,"height":12}},{"id":"5be301f5-d463-4c87-a383-682f15b380fa","block_type":"box","text":"classified within the Semiconductors Industry of the ICE Uniform Sector Classification schema and meet certain minimum","page_number":56,"box":{"x":59,"y":849,"width":854,"height":12}},{"id":"07180395-a849-41ef-b89c-e3fcf767dfdb","block_type":"box","text":"market capitalization, liquidity, and other criteria to be eligible for inclusion in the Underlying Index.","page_number":56,"box":{"x":60,"y":864,"width":691,"height":12}},{"id":"bdf7caba-67b3-4cd2-9b57-923058726fee","block_type":"box","text":"44","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"33caac38-36aa-470c-9597-5eb1a451e1cb","block_type":"box","text":"Weighting.","page_number":57,"box":{"x":59,"y":67,"width":77,"height":12}},{"id":"7e21955f-49cb-42ff-abf0-746ccfb34cef","block_type":"box","text":"The Underlying Index is float-adjusted market capitalization-weighted subject to certain exposure limits. First, all","page_number":57,"box":{"x":141,"y":67,"width":787,"height":12}},{"id":"9e7a6767-9e29-426f-ac99-8cfd2e710260","block_type":"box","text":"constituents are capped at 8% with any excess weight redistributed on a pro-rata basis to constituents below that cap,","page_number":57,"box":{"x":59,"y":82,"width":831,"height":12}},{"id":"51bc512c-7f9f-46c1-8a47-fbd3f01bd54e","block_type":"box","text":"provided none can be increased above 8%. Next, the weights of constituents outside the initial five largest are capped at 4%","page_number":57,"box":{"x":59,"y":97,"width":868,"height":12}},{"id":"a84ba842-57d1-412c-9120-fcf1ca6a7241","block_type":"box","text":"with any excess weight redistributed on a pro-rata basis to (i) any of the five largest constituents that are below 8% (provided","page_number":57,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"d50e9316-e2ae-40e6-a521-13acc7c19bac","block_type":"box","text":"they cannot be increased above 8%), and (ii) any other constituents that are below 4% (provided none are increased above","page_number":57,"box":{"x":59,"y":127,"width":862,"height":12}},{"id":"c035f63b-40da-41cf-b026-4cdb39c39f04","block_type":"box","text":"4%). Finally, the cumulative weight of all ADRs is capped at 10% with the reductions applied proportionately across that","page_number":57,"box":{"x":59,"y":142,"width":842,"height":13}},{"id":"3d3dffeb-e1c4-4669-a106-3c093ec3a087","block_type":"box","text":"group. Excess weight is redistributed on a pro-rata basis to (i) any non-ADR constituents among the resulting five largest","page_number":57,"box":{"x":59,"y":157,"width":847,"height":13}},{"id":"e78d464c-5b79-4964-930c-67a90569aafa","block_type":"box","text":"constituents that are below 8% (provided they cannot be increased above 8%) and (ii) any other non-ADR constituents that","page_number":57,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"b3cc8793-779c-498e-a6f4-3ef9736c469c","block_type":"box","text":"are below 4% (provided they cannot be increased above 4%).","page_number":57,"box":{"x":59,"y":188,"width":430,"height":12}},{"id":"a6edd23e-2b00-44a1-b920-8d7c20de4a08","block_type":"box","text":"Issue Changes.","page_number":57,"box":{"x":60,"y":214,"width":107,"height":12}},{"id":"c47581d2-8e93-42b0-a269-2c97d411981f","block_type":"box","text":"The Underlying Index undergoes a full reconstitution of constituent holdings annually in September. At the","page_number":57,"box":{"x":172,"y":214,"width":747,"height":12}},{"id":"e45ea8ec-361b-4de4-b7fb-62f1fb7baf89","block_type":"box","text":"annual reconstitution, qualifying constituents are re-selected based on the eligibility criteria, and float-adjusted market","page_number":57,"box":{"x":59,"y":229,"width":831,"height":12}},{"id":"544e2798-1766-459b-82da-be3719e6827d","block_type":"box","text":"capitalization weights are determined subject to the weighting exposure limits. The reference date for the input data used to","page_number":57,"box":{"x":59,"y":244,"width":869,"height":13}},{"id":"9d73674e-8528-4967-ad53-1dc703097862","block_type":"box","text":"determine security qualification is the close of the last trading day of July, and reference data for the input data used to","page_number":57,"box":{"x":59,"y":259,"width":829,"height":13}},{"id":"f6e352e7-5814-4424-bdbb-3c589e5f2bb3","block_type":"box","text":"determine weights is the close of the last trading day of August. The announcement date is the close of the first Friday of","page_number":57,"box":{"x":59,"y":274,"width":849,"height":13}},{"id":"e8fbcd98-0e96-4e17-8186-8dd4d5f6cc83","block_type":"box","text":"September.","page_number":57,"box":{"x":59,"y":290,"width":78,"height":12}},{"id":"a93a10b7-fa50-4ec8-8997-602931d921b6","block_type":"box","text":"Quarterly Index Rebalancing.","page_number":57,"box":{"x":59,"y":316,"width":210,"height":12}},{"id":"9acf12e5-2cd5-4af3-92a3-dc4503700852","block_type":"box","text":"In addition to the annual reconstitution, the Underlying Index is rebalanced after the close of","page_number":57,"box":{"x":275,"y":316,"width":648,"height":12}},{"id":"191e62f2-e9de-4264-a175-017a3038daae","block_type":"box","text":"the third Friday of March, June, and December. At the quarterly rebalances, no constituents are added to or removed from the","page_number":57,"box":{"x":59,"y":331,"width":878,"height":13}},{"id":"8b7e8c13-6642-480e-bb29-2dc961942637","block_type":"box","text":"Underlying Index; however, constituent weights are recalculated based on updated float-adjusted market capitalizations","page_number":57,"box":{"x":60,"y":346,"width":837,"height":13}},{"id":"a10748bd-cd6a-4744-85f0-e6f6fdc671af","block_type":"box","text":"subject to the weighting exposure limits. The reference date for all input data used in the quarterly rebalances is the close of","page_number":57,"box":{"x":59,"y":361,"width":869,"height":13}},{"id":"9a842ac9-2326-46f2-b66f-4e61fa9013f5","block_type":"box","text":"the last trading day of the month preceding the month of effectiveness (February, May, November) and the announcement","page_number":57,"box":{"x":59,"y":377,"width":859,"height":12}},{"id":"d8f20a03-3ae5-443f-be14-3fe1992247ab","block_type":"box","text":"date is the close of the first Friday of the rebalance month.","page_number":57,"box":{"x":59,"y":392,"width":407,"height":12}},{"id":"34a4a90c-5461-42e7-9260-8bb2689760b9","block_type":"box","text":"Index Maintenance.","page_number":57,"box":{"x":60,"y":418,"width":141,"height":10}},{"id":"4a9fef4d-6bd6-4be0-9a29-d50879afd66d","block_type":"box","text":"The Underlying Index is adjusted for corporate actions that affect constituents and implements any","page_number":57,"box":{"x":206,"y":418,"width":696,"height":12}},{"id":"7f9c09bb-71c0-4539-9834-7ec56d0ec013","block_type":"box","text":"intra-quarter float-adjusted shares outstanding updates greater than 10% in scheduled monthly share updates that take","page_number":57,"box":{"x":60,"y":433,"width":842,"height":13}},{"id":"081e2a35-5034-4443-bf84-0298d1ce7ca9","block_type":"box","text":"effect after the close of the last trading day of each month. Securities are removed from the Underlying Index only when both","page_number":57,"box":{"x":59,"y":448,"width":876,"height":13}},{"id":"04929358-598f-4ee8-8d84-a09fb4ff1248","block_type":"box","text":"the transaction and delisting is either confirmed or deemed imminent. If a security is suspended prior to its removal from the","page_number":57,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"09ebad1d-739c-40a2-afa6-818b18350745","block_type":"box","text":"Underlying Index, then the security is deleted at the close of the next trading day at either the last traded price (cash only","page_number":57,"box":{"x":60,"y":479,"width":846,"height":12}},{"id":"35fe677e-a8d3-411f-a60b-ff24468c6496","block_type":"box","text":"terms) or the value of the deal terms (share or cash/share terms), if available. There are no intra-quarter replacements of","page_number":57,"box":{"x":59,"y":494,"width":848,"height":12}},{"id":"0704d196-016b-4716-9c48-e2b0806ecfe8","block_type":"box","text":"constituents in the Underlying Index. The Underlying Index implements a zero-price spin-off policy. A spin-co is added into","page_number":57,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"0429534d-542a-495b-9e31-192c81b3934d","block_type":"box","text":"the Underlying Index effective for the spin-off ex-date with a $0 price and no price adjustment is made on the parent","page_number":57,"box":{"x":59,"y":524,"width":817,"height":12}},{"id":"180f8404-de56-46d5-a93c-df4cc90c6896","block_type":"box","text":"company. After the close of the first day of trading for the spin-co, it is deleted from the Underlying Index at its last traded","page_number":57,"box":{"x":59,"y":539,"width":851,"height":12}},{"id":"13350d3c-0362-454a-9f3d-029d0220a638","block_type":"box","text":"price.","page_number":57,"box":{"x":59,"y":555,"width":37,"height":12}},{"id":"2341a92c-6efb-4c6b-8dee-3a1dd2b39348","block_type":"box","text":"JPX-Nikkei 400 Net Total Return Index","page_number":57,"box":{"x":58,"y":585,"width":636,"height":27}},{"id":"0a7847db-4f41-4fe4-899e-a8bde84a156e","block_type":"box","text":"Number of Components: approximately 398","page_number":57,"box":{"x":60,"y":618,"width":317,"height":13}},{"id":"77f861ca-538b-4299-8c93-07d27e555ff9","block_type":"box","text":"Index Description.","page_number":57,"box":{"x":60,"y":641,"width":130,"height":12}},{"id":"523280df-fcaa-4da0-a915-ce426840c78b","block_type":"box","text":"The JPX-Nikkei 400 Net Total Return Index was jointly developed by Japan Exchange Group, Inc. and JPX","page_number":57,"box":{"x":195,"y":641,"width":725,"height":12}},{"id":"4a7ba77c-9d3c-46bb-b861-02248e8e9df7","block_type":"box","text":"Market Innovation & Research, Inc. (collectively referred to as the “JPX Group”) and Nikkei Inc. (the “Nikkei”). The JPX-Nikkei","page_number":57,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"d8df8312-1105-425f-8499-1732e89cd023","block_type":"box","text":"400 Net Total Return Index is constructed based on market capitalization adjusted by free-float weight. Free-float weight is","page_number":57,"box":{"x":59,"y":671,"width":858,"height":13}},{"id":"40088255-73ed-4556-ac9e-9524209a7d5b","block_type":"box","text":"the percentage of listed shares deemed to be available for trading in the market. As a general matter, shares held by the top","page_number":57,"box":{"x":59,"y":686,"width":862,"height":13}},{"id":"5ca9b19d-8ae4-4b68-81f3-ca98d01cd454","block_type":"box","text":"10 major shareholders, treasury and other similar shares, shares held by board members and other representatives, shares","page_number":57,"box":{"x":61,"y":702,"width":853,"height":12}},{"id":"87f5d091-3cae-45e6-81a3-f218ea73707c","block_type":"box","text":"held for policy purposes (so-called “strategic shareholdings”), and other shares deemed by the JPX Group and the Nikkei to","page_number":57,"box":{"x":60,"y":717,"width":860,"height":12}},{"id":"9cd7f006-9780-45df-85f8-da0f3c663e55","block_type":"box","text":"be unavailable for trading in the market are considered to be non-free float shares.","page_number":57,"box":{"x":60,"y":732,"width":574,"height":12}},{"id":"565c3e0f-4999-4394-8c06-cd15bdcfb601","block_type":"box","text":"Eligibility.","page_number":57,"box":{"x":60,"y":758,"width":67,"height":13}},{"id":"f382a666-cad1-42c7-a4b5-e6938a641051","block_type":"box","text":"Underlying Index eligibility is limited to (i) common stocks traded primarily on the Tokyo Stock Exchange Prime","page_number":57,"box":{"x":133,"y":758,"width":779,"height":13}},{"id":"58b33dfa-db98-4680-a719-3127536b21c8","block_type":"box","text":"Market, Standard Market or Growth Market and (ii) Tokyo Stock Exchange Prime Market, Standard Market or Growth","page_number":57,"box":{"x":59,"y":773,"width":819,"height":13}},{"id":"88a5d0a1-6895-4bb0-a38d-f7881e65614f","block_type":"box","text":"Market-listed securities other than common stocks that are regarded by the JPX Group and the Nikkei as equivalent to","page_number":57,"box":{"x":59,"y":788,"width":825,"height":13}},{"id":"4d252e7f-ed26-4763-968f-34704a374898","block_type":"box","text":"common stocks in each case if their inclusion is deemed to be particularly necessary- as determined by the JPX Group and","page_number":57,"box":{"x":59,"y":804,"width":855,"height":12}},{"id":"0066d36c-5c09-4f6d-a58a-bf78fb61dc24","block_type":"box","text":"the Nikkei.","page_number":57,"box":{"x":59,"y":819,"width":72,"height":9}},{"id":"36b67d98-7861-47f6-9817-19b40f6a035b","block_type":"box","text":"Index Maintenance and Issue Changes.","page_number":57,"box":{"x":60,"y":845,"width":282,"height":13}},{"id":"1269221f-37c2-48a4-80fa-855d77f541d0","block_type":"box","text":"The constituents are reviewed annually at the end of August. The Index Provider","page_number":57,"box":{"x":347,"y":845,"width":563,"height":13}},{"id":"7df09ef5-d01d-48b0-99f3-8d8776f4aba3","block_type":"box","text":"selects 400 constituents, based on: (i) trading value over the past three years, (ii) market value on the selection base date (the","page_number":57,"box":{"x":59,"y":860,"width":879,"height":13}},{"id":"b9c22793-6ffb-43dc-88b5-c501b5943bc8","block_type":"box","text":"end of June), (iii) scoring by stock by three-year average returns on equity, cumulative operating profit and market value on","page_number":57,"box":{"x":59,"y":875,"width":859,"height":13}},{"id":"1f84f908-d70d-4dbe-8737-659ab3dfcac6","block_type":"box","text":"45","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"446c1ff0-90e7-444c-a935-4b1ff104e019","block_type":"box","text":"the selection base date using specified weightings and (iv) qualitative factors tied to corporate governance and disclosure.","page_number":58,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"e4faf8cb-e99f-4b45-aefd-1138c4d5ffe4","block_type":"box","text":"The JPX Group and the Nikkei have indicated that securities will be dropped from the Underlying Index during the year if they","page_number":58,"box":{"x":59,"y":82,"width":874,"height":12}},{"id":"6cc259c3-7032-40e8-a366-8a0ddf3ab91f","block_type":"box","text":"are delisted or are the subject of a merger or bankruptcy and that new securities will not be added to replace dropped","page_number":58,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"52f30ad8-2370-49f5-a74a-04e409923641","block_type":"box","text":"securities until the annual review. As a result, at different points throughout the calendar year, the Underlying Index may have","page_number":58,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"7c8bc91e-9ee7-4e29-8f97-607729b18132","block_type":"box","text":"fewer than 400 components.","page_number":58,"box":{"x":59,"y":127,"width":202,"height":12}},{"id":"00af0cbc-2f70-4b11-bd40-bb6b04d7eac8","block_type":"box","text":"The MSCI Indexes","page_number":58,"box":{"x":59,"y":158,"width":302,"height":23}},{"id":"75deeeb5-e836-40db-9044-e5a23315d71b","block_type":"box","text":"The MSCI indexes were founded in 1969 by Capital International S.A. as international performance benchmarks constructed","page_number":58,"box":{"x":59,"y":199,"width":868,"height":12}},{"id":"14d1de63-f793-428d-ab46-2949c0f213c6","block_type":"box","text":"to facilitate comparison of world markets. The MSCI single country standard equity indexes have covered the world’s","page_number":58,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"61c97ea6-b593-4c61-8a4d-ed813f360d52","block_type":"box","text":"developed markets since 1969 and in 1987 MSCI Inc. commenced coverage of emerging markets. Local stock exchanges","page_number":58,"box":{"x":59,"y":229,"width":846,"height":12}},{"id":"3e89cf78-fcec-4de3-aebe-bef51a525214","block_type":"box","text":"traditionally calculated their own indexes, which were generally not comparable with one another due to differences in the","page_number":58,"box":{"x":59,"y":244,"width":857,"height":13}},{"id":"f5e9d1cf-13ca-4113-bc4d-9eb502a8f194","block_type":"box","text":"representation of the local market, mathematical formulas, base dates and methods of adjusting for capital changes. MSCI,","page_number":58,"box":{"x":60,"y":259,"width":861,"height":13}},{"id":"6898143f-edd3-4889-aded-e261d46678e7","block_type":"box","text":"however, applies the same calculation methodology to all markets for all single country standard equity indexes, both","page_number":58,"box":{"x":60,"y":274,"width":820,"height":13}},{"id":"8f7caeb6-5be7-4dc5-b500-1c4d6a935fdc","block_type":"box","text":"developed and emerging.","page_number":58,"box":{"x":59,"y":290,"width":177,"height":12}},{"id":"e8dead37-192e-4199-8abe-ae811021b99e","block_type":"box","text":"MSCI Global Investable Market Indexes","page_number":58,"box":{"x":59,"y":316,"width":281,"height":10}},{"id":"51365af7-2c89-4fe5-89ce-272680854fba","block_type":"box","text":"MSCI’s Global Investable Market Indexes (the “MSCI GIMI”) provide coverage and non-overlapping market segmentation by","page_number":58,"box":{"x":59,"y":343,"width":868,"height":12}},{"id":"78c3dc36-eaca-4912-ab90-09455527a2a6","block_type":"box","text":"market capitalization size and by style. The MSCI GIMI intend to target approximately 99% coverage of the free float-adjusted","page_number":58,"box":{"x":60,"y":358,"width":877,"height":12}},{"id":"16962b8d-ac7b-4892-85e5-5432237e96af","block_type":"box","text":"market capitalization in each market of large-, mid- and small-cap securities.","page_number":58,"box":{"x":60,"y":373,"width":535,"height":12}},{"id":"2449d35b-f44c-4a03-adb8-68c6536bf0e3","block_type":"box","text":"Defining the Equity Universe","page_number":58,"box":{"x":60,"y":399,"width":203,"height":13}},{"id":"d7127307-caf0-4265-a0bf-2cbf78361b0b","block_type":"box","text":". MSCI begins with securities listed in countries in the MSCI GIMI. All listed equity securities and","page_number":58,"box":{"x":265,"y":399,"width":669,"height":13}},{"id":"8e50fece-3e10-472e-96fa-bef9336645e1","block_type":"box","text":"listed securities that exhibit characteristics of equity securities, except mutual funds, ETFs, equity derivatives, limited","page_number":58,"box":{"x":60,"y":414,"width":812,"height":13}},{"id":"25b7136e-a094-4c42-9b75-3163adef0383","block_type":"box","text":"partnerships and most investment trusts, are eligible for inclusion in the equity universe. REITs in some countries and certain","page_number":58,"box":{"x":59,"y":429,"width":871,"height":13}},{"id":"a24129c3-132e-4b01-8078-b463a2e578a4","block_type":"box","text":"income trusts in Canada are also eligible for inclusion. Each company and its securities (","page_number":58,"box":{"x":60,"y":445,"width":614,"height":12}},{"id":"ee189015-4842-4029-84c9-9c365ab60173","block_type":"box","text":"i.e","page_number":58,"box":{"x":675,"y":446,"width":15,"height":8}},{"id":"d8e619b9-e381-4db1-a067-dd85c5d1eb70","block_type":"box","text":"., share classes) are classified in","page_number":58,"box":{"x":692,"y":445,"width":219,"height":12}},{"id":"23361fa2-297c-427f-8a1d-f6124c22284a","block_type":"box","text":"only one country.","page_number":58,"box":{"x":59,"y":460,"width":120,"height":12}},{"id":"2031b3d5-6412-4c77-be98-08e9c2728a8c","block_type":"box","text":"Determining Market Capitalization Size Segments for Each Market","page_number":58,"box":{"x":60,"y":486,"width":475,"height":12}},{"id":"77cc3f01-d37e-41f6-8f1b-607f1e6f08fd","block_type":"box","text":". In order to create size components that can be","page_number":58,"box":{"x":536,"y":486,"width":333,"height":12}},{"id":"53bd7a22-62f4-472b-8cd4-576bda6622cb","block_type":"box","text":"meaningfully aggregated into composites, individual market size segments balance the following two objectives:","page_number":58,"box":{"x":60,"y":501,"width":786,"height":13}},{"id":"1f642325-d0a2-4c1d-bb1d-62869e58c7dc","block_type":"box","text":"• Achieving global size integrity by ensuring that companies of comparable and relevant sizes are included in a given","page_number":58,"box":{"x":92,"y":521,"width":833,"height":13}},{"id":"1c06c4f0-4e27-40c9-bf80-10c9ec429fca","block_type":"box","text":"size segment across all markets in a composite index; and","page_number":58,"box":{"x":124,"y":537,"width":404,"height":12}},{"id":"eba617f9-63c8-48fc-b746-89498a3317fd","block_type":"box","text":"• Achieving consistent market coverage by ensuring that each market’s size segment is represented in its","page_number":58,"box":{"x":92,"y":557,"width":755,"height":12}},{"id":"02de401f-4410-4824-918e-6a7445cb133f","block_type":"box","text":"proportional weight in the composite universe.","page_number":58,"box":{"x":124,"y":572,"width":327,"height":12}},{"id":"ed51780d-d212-469b-8099-73f773be1593","block_type":"box","text":"Applying Final Size Segment Investability Requirements.","page_number":58,"box":{"x":59,"y":598,"width":404,"height":13}},{"id":"f2bb32fc-458b-4e90-b058-8848ae49eb1d","block_type":"box","text":"In order to enhance replicability of the indexes, MSCI applies","page_number":58,"box":{"x":469,"y":598,"width":422,"height":13}},{"id":"d6eb2c4b-7d2e-4349-a434-695409cdfba1","block_type":"box","text":"additional size segment investability requirements, which include minimum free float-adjusted market capitalization,","page_number":58,"box":{"x":59,"y":613,"width":815,"height":13}},{"id":"d7ab1321-d01d-4166-bf71-8b622c8494c2","block_type":"box","text":"minimum liquidity, minimum foreign limits and minimum length of trading.","page_number":58,"box":{"x":60,"y":628,"width":526,"height":13}},{"id":"c721146b-2d90-403f-95ce-99830cafb685","block_type":"box","text":"Weighting.","page_number":58,"box":{"x":59,"y":655,"width":77,"height":12}},{"id":"f0ac1f91-414a-4395-8e9b-f08bbc418e2b","block_type":"box","text":"All indexes of the MSCI GIMI are free float weighted,","page_number":58,"box":{"x":141,"y":655,"width":365,"height":12}},{"id":"daab4ebc-5a70-4623-9bd2-566f0171b45d","block_type":"box","text":"i.e","page_number":58,"box":{"x":512,"y":656,"width":14,"height":9}},{"id":"3fb49c71-f442-42cb-af03-98f726874edb","block_type":"box","text":"., companies are included in the indexes at the value of","page_number":58,"box":{"x":528,"y":655,"width":384,"height":12}},{"id":"682a6c84-ea87-44bd-b339-95a2637e6aa6","block_type":"box","text":"their free public float (free float multiplied by security price).","page_number":58,"box":{"x":59,"y":670,"width":419,"height":12}},{"id":"3be6aaeb-7161-432b-b967-5f8d2113ed1c","block_type":"box","text":"Free Float.","page_number":58,"box":{"x":60,"y":697,"width":72,"height":9}},{"id":"24c79883-707c-4ba8-9510-16bd662ffd7b","block_type":"box","text":"MSCI defines the free float of a security as the proportion of shares outstanding that are deemed to be available","page_number":58,"box":{"x":138,"y":697,"width":781,"height":12}},{"id":"32c57d1f-57d6-4d27-a812-8b033bc7bfab","block_type":"box","text":"for purchase in the public equity markets by international investors. In practice, limitations on free float available to","page_number":58,"box":{"x":59,"y":712,"width":803,"height":12}},{"id":"4f1c4b4b-ce82-4ed5-9bb1-ab36827ccc05","block_type":"box","text":"international investors include: (i) strategic and other shareholdings not considered part of available free float; and (ii) limits","page_number":58,"box":{"x":60,"y":727,"width":864,"height":12}},{"id":"712f64c6-a416-43c9-bea1-d9ec5f9fe320","block_type":"box","text":"on share ownership for foreigners.","page_number":58,"box":{"x":59,"y":742,"width":240,"height":12}},{"id":"a84d0a27-1fa5-448f-82c7-16d935c44c21","block_type":"box","text":"MSCI calculates the free float-adjusted market capitalization of each security in the equity index universe by (i) defining and","page_number":58,"box":{"x":59,"y":768,"width":866,"height":13}},{"id":"c50be2a3-6a5d-41ea-aa64-7f40b9906618","block_type":"box","text":"estimating the free float available to foreign investors; (ii) assigning a free float-adjustment factor to each security; and (iii)","page_number":58,"box":{"x":59,"y":783,"width":856,"height":13}},{"id":"3834035b-8aed-4dad-8309-981799c6b97e","block_type":"box","text":"calculating the free float-adjusted market capitalization of each security.","page_number":58,"box":{"x":59,"y":799,"width":504,"height":12}},{"id":"9316ffd2-9489-4309-a2fc-8761cf94c367","block_type":"box","text":"Under MSCI’s free float-adjustment methodology, a constituent’s inclusion factor is equal to its estimated free float, rounded","page_number":58,"box":{"x":60,"y":825,"width":872,"height":12}},{"id":"7132a0dc-d233-4af3-bf5e-4f5e39f80247","block_type":"box","text":"up to the closest 5% for constituents with free float equal to or exceeding 15%. For example, a constituent security with a","page_number":58,"box":{"x":60,"y":840,"width":851,"height":12}},{"id":"10ac9935-2467-4599-9d47-ad448a2d4b73","block_type":"box","text":"free float of 23.2% will be included in the index at 25% of its market capitalization. For securities with a free float of less than","page_number":58,"box":{"x":59,"y":855,"width":872,"height":13}},{"id":"b6704e6c-e8a1-42dc-9fde-8d9874d3cffb","block_type":"box","text":"15%, the estimated free float is adjusted to the nearest 1%.","page_number":58,"box":{"x":61,"y":870,"width":412,"height":13}},{"id":"63832453-1a80-4600-92c7-bd93376dd4c8","block_type":"box","text":"46","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"3ca6b932-de54-4aac-a082-b91cfafeb6e3","block_type":"box","text":"Price and Exchange Rates","page_number":59,"box":{"x":60,"y":67,"width":184,"height":12}},{"id":"c8d5b1e0-a67c-475c-a5bd-451ecbb5f108","block_type":"box","text":"Prices","page_number":59,"box":{"x":60,"y":94,"width":42,"height":9}},{"id":"30bdf230-8a10-42fa-ac81-033e87953af6","block_type":"box","text":". The prices used to calculate all MSCI indexes are the official exchange closing prices or those figures accepted as","page_number":59,"box":{"x":103,"y":93,"width":798,"height":12}},{"id":"3ca0067f-a4d7-4767-b34f-04ddbec81403","block_type":"box","text":"such. MSCI reserves the right to use an alternative pricing source on any given day.","page_number":59,"box":{"x":59,"y":108,"width":579,"height":13}},{"id":"0e478296-1829-4aef-83bd-0414b3f2fe7d","block_type":"box","text":"Exchange Rates.","page_number":59,"box":{"x":60,"y":135,"width":116,"height":12}},{"id":"08f31008-67e8-43a7-ac2b-e28d61ba6944","block_type":"box","text":"MSCI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time. In case World","page_number":59,"box":{"x":182,"y":135,"width":730,"height":12}},{"id":"92df7412-87a3-4c2d-b6b4-da3afeb584c3","block_type":"box","text":"Markets/Reuters does not provide rates for specific markets on given days (for example, Christmas Day and New Year’s Day),","page_number":59,"box":{"x":59,"y":150,"width":876,"height":12}},{"id":"886f23a0-20a4-48f9-b2af-200708416b6e","block_type":"box","text":"the previous business day’s rates are normally used. MSCI independently monitors the exchange rates on all its indexes.","page_number":59,"box":{"x":59,"y":165,"width":838,"height":12}},{"id":"e23dcc8b-0c19-4125-858e-70d0ca7a6f02","block_type":"box","text":"MSCI may under exceptional circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters","page_number":59,"box":{"x":59,"y":180,"width":865,"height":12}},{"id":"ce7ec0f7-64ca-4296-88c3-1655dd22f1a0","block_type":"box","text":"rates are not available, or if MSCI determines that the World Markets/Reuters rates are not reflective of market circumstances","page_number":59,"box":{"x":60,"y":195,"width":877,"height":11}},{"id":"dc9ca847-f98a-411c-8947-f59d663203e2","block_type":"box","text":"for a given currency on a particular day. In such circumstances, an announcement would be sent to clients with the related","page_number":59,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"a0c91fb1-ff43-4c85-87c9-c9f903ef0cc4","block_type":"box","text":"information. If appropriate, MSCI may conduct a consultation with the investment community to gather feedback on the","page_number":59,"box":{"x":60,"y":225,"width":844,"height":13}},{"id":"542d65d1-2b9b-4c6b-ac03-7bfd840d0356","block_type":"box","text":"most relevant exchange rate.","page_number":59,"box":{"x":60,"y":240,"width":201,"height":13}},{"id":"637e6581-9439-4e09-8f1b-85ff4bbb532e","block_type":"box","text":"Changes to the Indexes.","page_number":59,"box":{"x":59,"y":267,"width":173,"height":12}},{"id":"d6242818-1f03-414b-8909-94a7a5799ec5","block_type":"box","text":"The MSCI GIMI are maintained with the objective of reflecting, on a timely basis, the evolution of","page_number":59,"box":{"x":237,"y":267,"width":677,"height":12}},{"id":"5c758a18-e67d-4e80-a60d-8153ca1a8f5a","block_type":"box","text":"the underlying equity markets. 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Maintaining the MSCI indexes involves many aspects, including: (i) additions to, and","page_number":59,"box":{"x":60,"y":297,"width":838,"height":13}},{"id":"e84c69c1-8f56-4df1-b53c-f6820b132943","block_type":"box","text":"deletions from, the indexes; (ii) changes in number of shares; and (iii) changes in inclusion factors as a result of updated free","page_number":59,"box":{"x":59,"y":312,"width":873,"height":13}},{"id":"2695991a-d2c6-4cac-b103-e05082c596e9","block_type":"box","text":"float estimates.","page_number":59,"box":{"x":59,"y":327,"width":106,"height":10}},{"id":"a6ee3b07-3a30-48b5-b5fd-3fa003ad30fd","block_type":"box","text":"Index maintenance can be described by three broad categories of changes:","page_number":59,"box":{"x":60,"y":354,"width":523,"height":12}},{"id":"01ed741a-f6d8-4da4-a37d-278b7828bc81","block_type":"box","text":"• Semi-Annual Index Reviews (“SAIRs”), conducted on a fixed semi-annual timetable that systematically reassess the","page_number":59,"box":{"x":92,"y":374,"width":841,"height":12}},{"id":"d022f772-c8b0-4c1d-bef1-7fb45f755ca3","block_type":"box","text":"various dimensions of the equity universe for all markets;","page_number":59,"box":{"x":124,"y":389,"width":399,"height":12}},{"id":"9e39a2c2-0eac-4f1a-9ed6-84c34417c403","block_type":"box","text":"• Quarterly Index Reviews (“QIRs”), aimed at promptly reflecting other significant market events; and","page_number":59,"box":{"x":92,"y":409,"width":728,"height":13}},{"id":"9cfaf6b5-becd-48ce-8439-8088f9db693a","block_type":"box","text":"• Ongoing event-related changes, such as mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other","page_number":59,"box":{"x":92,"y":429,"width":825,"height":13}},{"id":"7ead0898-b4cd-49bd-b241-2be620fa668c","block_type":"box","text":"similar corporate events, which generally are implemented in the indexes as they occur.","page_number":59,"box":{"x":124,"y":445,"width":611,"height":12}},{"id":"c77700c2-0355-4b30-b0b8-49a72f7e7e86","block_type":"box","text":"Potential changes in the status of countries (stand-alone, frontier, emerging and developed) follow their own implementation","page_number":59,"box":{"x":60,"y":471,"width":876,"height":12}},{"id":"55b7251f-8cc8-422d-9531-880a2ac41ac6","block_type":"box","text":"time tables. 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MSCI also conducts QIRs","page_number":59,"box":{"x":60,"y":543,"width":876,"height":12}},{"id":"22076c85-4b5a-4899-a029-e12a1ffeebdf","block_type":"box","text":"generally as of the close of the last business day of February and August. During the QIRs, MSCI reflects changes in the index","page_number":59,"box":{"x":59,"y":558,"width":876,"height":12}},{"id":"df6a683a-be21-433e-8f68-0b1cfd66bc4f","block_type":"box","text":"that were not captured at the time of their actual occurrence, but are significant enough to be included before the next SAIR.","page_number":59,"box":{"x":59,"y":573,"width":873,"height":12}},{"id":"36312d58-7504-4e33-ab30-a74049b59133","block_type":"box","text":"The results of the SAIR and QIR are generally announced at least ten business days in advance of implementation.","page_number":59,"box":{"x":59,"y":588,"width":797,"height":13}},{"id":"320c70ec-c0fd-4a9f-ac29-c066295efee8","block_type":"box","text":"Creation of Sector and Industry Indexes using the Global Industry Classification Standard (GICS","page_number":59,"box":{"x":59,"y":615,"width":690,"height":12}},{"id":"10f5361d-e76b-493e-9d4f-a630c75e87aa","block_type":"box","text":"®","page_number":59,"box":{"x":750,"y":613,"width":9,"height":6}},{"id":"97641df5-7cf3-4da8-881a-04818403f14e","block_type":"box","text":")","page_number":59,"box":{"x":760,"y":615,"width":5,"height":12}},{"id":"e60ae6ec-8db0-448a-bd44-e4f64f2a29ad","block_type":"box","text":"All securities in the Global Investable Equity Universe are assigned to the industry that best describes their business activities","page_number":59,"box":{"x":59,"y":641,"width":871,"height":12}},{"id":"a475b646-80b3-4120-9b23-640e28c4b2d9","block_type":"box","text":"using the GICS. The GICS classification consists of sectors, industry groups, industries and sub-industries. Each company is","page_number":59,"box":{"x":60,"y":656,"width":861,"height":13}},{"id":"bc0b784c-37a6-4baf-8ea8-199765c8aeb4","block_type":"box","text":"assigned to one unique sub-industry according to its principal business activity (generally defined as the business activity","page_number":59,"box":{"x":59,"y":671,"width":851,"height":13}},{"id":"7da21630-6a85-486e-a524-410a749cd2f5","block_type":"box","text":"that generates 60% or more of the company’s revenues). Narrower indexes may be derived based on industry classification","page_number":59,"box":{"x":59,"y":686,"width":862,"height":13}},{"id":"aac4f03c-6a87-4d97-9a46-0a57e7f86c90","block_type":"box","text":"and may contain securities belonging to specific sectors, industry groups, industries, sub-industries or a combination thereof.","page_number":59,"box":{"x":59,"y":702,"width":879,"height":12}},{"id":"2c44be19-2eb5-437f-a16f-0499895e746c","block_type":"box","text":"MSCI USA Quality GARP Select Index","page_number":59,"box":{"x":59,"y":728,"width":267,"height":12}},{"id":"51e7e4d9-efd8-4ecb-aa9e-d52b683ac27d","block_type":"box","text":"Number of Components: approximately 148","page_number":59,"box":{"x":60,"y":754,"width":316,"height":13}},{"id":"1c402cde-0e95-478e-852b-db5dbf90a327","block_type":"box","text":"Index Description:","page_number":59,"box":{"x":60,"y":781,"width":130,"height":12}},{"id":"fecf91ed-0248-4cd0-82c9-c1be14b6700c","block_type":"box","text":"The MSCI USA Quality GARP Select Index is a subset of the MSCI USA Index (the “Parent Index”), which","page_number":59,"box":{"x":195,"y":781,"width":728,"height":12}},{"id":"59758a7d-6b4f-49ef-abc3-dcc1b9cf1a44","block_type":"box","text":"is designed to measure the performance of the large- and mid-capitalization segments of the U.S. equity market, as defined","page_number":59,"box":{"x":60,"y":796,"width":863,"height":12}},{"id":"e6725ee4-09af-4218-952e-009817591626","block_type":"box","text":"by the Index Provider. The Underlying Index’s “growth at a reasonable price” or “GARP” strategy seeks to measure the","page_number":59,"box":{"x":60,"y":811,"width":823,"height":13}},{"id":"025f2a3a-05ac-4a01-86fd-04ca9854891b","block_type":"box","text":"performance of securities in the Parent Index that exhibit stronger growth characteristics, with weighting based on relatively","page_number":59,"box":{"x":59,"y":826,"width":870,"height":13}},{"id":"4d8a3b69-831b-4a4e-83af-e3996aa91a60","block_type":"box","text":"favorable value and quality characteristics.","page_number":59,"box":{"x":59,"y":841,"width":296,"height":13}},{"id":"09ee81ba-639b-4ad3-9b06-0f7322ffd1b0","block_type":"box","text":"Index Methodology.","page_number":59,"box":{"x":60,"y":868,"width":143,"height":12}},{"id":"ccde2ff0-822f-41d1-a2a2-6de855a53cf0","block_type":"box","text":"The Index Provider begins by calculating a “growth score” for each security in the Parent Index using","page_number":59,"box":{"x":208,"y":868,"width":703,"height":12}},{"id":"93ae0e65-5891-4cbc-98f4-27a0f8860e4c","block_type":"box","text":"five metrics: long-term forward earnings per share (“EPS”) growth rate; short-term forward EPS growth rate; current internal","page_number":59,"box":{"x":59,"y":883,"width":870,"height":12}},{"id":"693e4aac-d2d6-431f-babf-c650f5c9a52a","block_type":"box","text":"47","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7834064b-a3a1-42d4-8201-559cf23a5c37","block_type":"box","text":"growth rate (based on return on equity and dividend payout metrics); long-term historical EPS growth trend; and long-term","page_number":60,"box":{"x":59,"y":67,"width":865,"height":12}},{"id":"84490819-6be9-495d-a302-f5232b258b44","block_type":"box","text":"historical sales per share growth trend. The values of the metrics are standardized to reduce the effect of outliers on the","page_number":60,"box":{"x":60,"y":82,"width":835,"height":12}},{"id":"c7d49ff4-806f-4065-b504-d1278a2ac6a5","block_type":"box","text":"calculation of the growth scores. The Index Provider then selects securities with higher growth scores until approximately","page_number":60,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"f68f40d4-0d12-4373-a3e9-06c697abcf9c","block_type":"box","text":"50% of the aggregate market capitalization of the Parent Index is reached, subject to certain constraints.","page_number":60,"box":{"x":59,"y":112,"width":731,"height":12}},{"id":"9bf71909-bbf2-4ca5-8069-f93215d20a5a","block_type":"box","text":"The process for weighting the selected securities in the Underlying Index involves calculating a “tilt score” for each security.","page_number":60,"box":{"x":59,"y":138,"width":863,"height":13}},{"id":"bd3aa273-e188-4d95-9236-c1e28e00da7d","block_type":"box","text":"Two components of the tilt score are value and quality scores, which are calculated for each security relative to its peers","page_number":60,"box":{"x":59,"y":154,"width":839,"height":12}},{"id":"364818ed-66a3-41e1-80fd-9f8a13273268","block_type":"box","text":"within the corresponding GICS sector. The value score is based on three metrics: price-to-book value, forward price-to","page_number":60,"box":{"x":59,"y":169,"width":833,"height":12}},{"id":"aaf277dd-cd9d-4203-a86e-19e9834cd253","block_type":"box","text":"earnings ratio, and the ratio of enterprise value to cash flow from operations. The quality score is based on three metrics:","page_number":60,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"a48bb974-a712-4e1b-8153-06688fb7b5e5","block_type":"box","text":"return on equity, debt-to-equity ratio, and earnings variability. The values of the metrics are standardized to reduce the effect","page_number":60,"box":{"x":60,"y":199,"width":870,"height":12}},{"id":"196e2e3f-29eb-4539-a10f-8aefc3e563b2","block_type":"box","text":"of outliers on the calculation of the value and quality scores.","page_number":60,"box":{"x":59,"y":214,"width":421,"height":12}},{"id":"0e9f2ad0-98c1-4941-aae2-e0543f59a4d1","block_type":"box","text":"A security’s tilt score is based on the following:","page_number":60,"box":{"x":59,"y":240,"width":327,"height":13}},{"id":"9006eb44-8670-407c-9815-92c5be20975f","block_type":"box","text":"• whether the security is in the top 50% or bottom 50% of the cumulative weight of the selected securities calculated","page_number":60,"box":{"x":92,"y":261,"width":844,"height":12}},{"id":"ebfe22d3-4af0-4d2f-928f-6702978ecf67","block_type":"box","text":"using free float-adjusted market capitalization;","page_number":60,"box":{"x":125,"y":276,"width":324,"height":12}},{"id":"e8a68791-fc86-4c87-9a88-2114fae85fb6","block_type":"box","text":"• whether the security’s value score is in the top 50% or bottom 50% of the scores of the selected securities; and","page_number":60,"box":{"x":92,"y":296,"width":812,"height":12}},{"id":"98bb63c4-181f-4b60-a370-85180534326b","block_type":"box","text":"• the particular quartile in which the security’s quality score falls.","page_number":60,"box":{"x":92,"y":316,"width":473,"height":12}},{"id":"9f76a65f-0449-479d-8bed-09a9ffa78ace","block_type":"box","text":"Tilt scores are generally lower for securities with larger market capitalizations and higher for securities with more favorable","page_number":60,"box":{"x":59,"y":343,"width":857,"height":12}},{"id":"968533fc-4724-43ad-84a6-802b0f8977c6","block_type":"box","text":"value and quality scores. To determine a security’s weight in the Underlying Index, its tilt score is multiplied by the security’s","page_number":60,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"24e9ae85-3756-488c-8fe9-f684aad67cb7","block_type":"box","text":"market capitalization weight in the Parent Index. The maximum weight of any individual issuer is 5%. The sector weights","page_number":60,"box":{"x":60,"y":373,"width":844,"height":12}},{"id":"57fc5131-2d68-4774-a1a9-fcb90aefaa44","block_type":"box","text":"after the tilt score is applied will not deviate more than +/- 5% from the sector weights of the Underlying Index before the tilt","page_number":60,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"de94817f-c6e1-4640-8557-c2c7e3ee5375","block_type":"box","text":"score is applied (","page_number":60,"box":{"x":59,"y":403,"width":117,"height":12}},{"id":"61fbfc34-f796-4a79-8893-adf92fbd3048","block_type":"box","text":"i.e","page_number":60,"box":{"x":177,"y":404,"width":15,"height":9}},{"id":"d148de22-dbe9-4de9-9a5a-fa0b4e323009","block_type":"box","text":"., with sector weights based on the free float-adjusted market capitalization of the selected securities) at","page_number":60,"box":{"x":193,"y":403,"width":729,"height":12}},{"id":"ac076da1-2b28-4005-8589-f9bfcddb89d8","block_type":"box","text":"the time of rebalancing. The Index Provider also applies constraints to reduce turnover. The Underlying Index is rebalanced","page_number":60,"box":{"x":59,"y":418,"width":857,"height":12}},{"id":"1df0ba1c-a98e-4cee-9944-1b644e9f365a","block_type":"box","text":"on a quarterly basis.","page_number":60,"box":{"x":59,"y":433,"width":140,"height":13}},{"id":"37ef7103-e2c5-4411-8797-53a9dd976284","block_type":"box","text":"The Nasdaq Indexes","page_number":60,"box":{"x":59,"y":464,"width":339,"height":30}},{"id":"b2a54aaa-0634-494d-a6ea-2c02dc8c8347","block_type":"box","text":"The Nasdaq Indexes provide coverage and non-overlapping segmentation of the Nasdaq-100 Index.","page_number":60,"box":{"x":59,"y":505,"width":697,"height":12}},{"id":"6a11e1c4-4522-4957-94e0-28bde9da5b2f","block_type":"box","text":"The Nasdaq-100 Index consists of securities of 100 of the largest domestic and international non-financial companies listed","page_number":60,"box":{"x":59,"y":531,"width":865,"height":13}},{"id":"404c60d9-f24f-4abe-af02-3638c49633ca","block_type":"box","text":"on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market) based on a company’s full market","page_number":60,"box":{"x":59,"y":547,"width":788,"height":12}},{"id":"844ae4e3-d0f5-4ffb-be90-a0a1b35fecc8","block_type":"box","text":"capitalization, which accounts for both its listed and unlisted shares. Security types generally eligible for inclusion in the index","page_number":60,"box":{"x":59,"y":562,"width":879,"height":12}},{"id":"539cff83-7228-4a1c-893f-de27af7721b9","block_type":"box","text":"are common stocks and tracking stocks as well as American Depositary Receipts (“ADRs”) including New York Registry","page_number":60,"box":{"x":59,"y":577,"width":834,"height":12}},{"id":"ebbee01d-a035-4abf-8831-d76a6db014cd","block_type":"box","text":"Shares that represent securities of non-U.S. issuers. Companies organized as real estate investment trusts (“REITs”) are not","page_number":60,"box":{"x":59,"y":592,"width":859,"height":12}},{"id":"0463f25f-ad6a-4d6c-9af4-8f24f675e67e","block_type":"box","text":"eligible for inclusion in the index. The index reflects companies from all major sectors, except for companies that are","page_number":60,"box":{"x":59,"y":607,"width":814,"height":12}},{"id":"226e1fab-5f22-4aa8-8430-a18a7d610d68","block_type":"box","text":"classified as in the “financial industry” according to the Industry Classification Benchmark (“ICB”).","page_number":60,"box":{"x":59,"y":622,"width":686,"height":13}},{"id":"2863448a-eacb-4b6c-b74c-2ca39d8d416b","block_type":"box","text":"To be eligible for inclusion, a security must meet additional criteria, including:","page_number":60,"box":{"x":59,"y":649,"width":541,"height":12}},{"id":"412dae49-685a-408a-8fef-4d8a19eb543a","block_type":"box","text":"• a company’s primary U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global","page_number":60,"box":{"x":92,"y":669,"width":803,"height":12}},{"id":"6c1f53af-bd31-4f90-8d0f-15d4a439374b","block_type":"box","text":"Market;","page_number":60,"box":{"x":125,"y":684,"width":52,"height":11}},{"id":"20e539eb-391b-40d4-befb-7ea95f7ca984","block_type":"box","text":"• a security must have a three-month average daily traded value of at least $5 million (USD);","page_number":60,"box":{"x":92,"y":704,"width":666,"height":12}},{"id":"de25307c-84a5-4059-a06e-021daf2c285d","block_type":"box","text":"• the security may not be issued by an issuer currently in bankruptcy proceedings, or equivalent protection from","page_number":60,"box":{"x":92,"y":724,"width":805,"height":13}},{"id":"6467a14b-cba8-4110-b02d-bd3b90abe6ca","block_type":"box","text":"creditors;","page_number":60,"box":{"x":124,"y":739,"width":65,"height":12}},{"id":"7ef5d78c-52b3-4618-9c71-e5d7f226de65","block_type":"box","text":"• the issuer of the security generally may not have entered into a definitive agreement or other arrangement that","page_number":60,"box":{"x":92,"y":760,"width":809,"height":12}},{"id":"b44f050b-09ef-42e2-8c39-7050dbd3dc83","block_type":"box","text":"would make it ineligible for inclusion in the index and where the transaction is imminent as determined by the Index","page_number":60,"box":{"x":124,"y":775,"width":813,"height":12}},{"id":"268aca25-daff-45fc-884c-f3286808c65c","block_type":"box","text":"Provider;","page_number":60,"box":{"x":125,"y":790,"width":60,"height":11}},{"id":"afbcedf7-9311-45f7-9be7-20de3e6a294e","block_type":"box","text":"• if an issuer has listed multiple security classes, all security classes are eligible, subject to meeting all other eligibility","page_number":60,"box":{"x":92,"y":810,"width":836,"height":12}},{"id":"88c3fbb8-119d-45c1-931c-4506a4aa98aa","block_type":"box","text":"criteria; and","page_number":60,"box":{"x":124,"y":825,"width":82,"height":11}},{"id":"0068d1cb-0f9e-4e16-9057-5050c8b62a56","block_type":"box","text":"• the security must have traded for at least three full calendar months, not including the month of initial listing. For","page_number":60,"box":{"x":92,"y":845,"width":824,"height":13}},{"id":"c9b2b78b-ef81-4b4f-94aa-f80404069d87","block_type":"box","text":"seasoning purposes, eligible exchanges include Nasdaq (Nasdaq Global Select Market, Nasdaq Global Market, or","page_number":60,"box":{"x":124,"y":860,"width":787,"height":13}},{"id":"7d2dde27-cd1b-4db1-8228-3f241afa8b6d","block_type":"box","text":"48","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"bbdd6d4e-0764-44f2-ae56-38d7c10fe777","block_type":"box","text":"Nasdaq Capital Market), NYSE, NYSE American and Cboe BZX, and is determined as of the constituent selection","page_number":61,"box":{"x":125,"y":67,"width":781,"height":12}},{"id":"7ca5c847-8ebc-43dd-a75a-f918e469c916","block_type":"box","text":"reference date, including that month.","page_number":61,"box":{"x":125,"y":82,"width":259,"height":12}},{"id":"1baa8198-7809-4516-b18c-d418435f8d32","block_type":"box","text":"The securities in the index are weighted based on a modified market capitalization determination. The Index Provider","page_number":61,"box":{"x":59,"y":108,"width":819,"height":13}},{"id":"a4c23e52-99ee-4f87-92b0-f001275ac2ce","block_type":"box","text":"determines a security’s capitalization by multiplying its market price by the lesser of (a) the reported total shares outstanding","page_number":61,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"254dc7b9-d494-4ae3-a411-2227d6841c6d","block_type":"box","text":"and (b) three times the number of free-floating shares. As a result, a security’s weight is limited to the lesser of its eligible","page_number":61,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"07ba2cf8-107a-4d9a-ba5d-71c18dd2a5f3","block_type":"box","text":"listed market value or three times its eligible float market value.","page_number":61,"box":{"x":60,"y":154,"width":440,"height":12}},{"id":"b57b3bd4-512c-438b-b135-f9072b618c33","block_type":"box","text":"The index is reconstituted on an annual basis in December and rebalanced quarterly in March, June, and September. At the","page_number":61,"box":{"x":59,"y":180,"width":859,"height":12}},{"id":"c40ef06c-08f7-4d1f-a31f-8c047fe1ac09","block_type":"box","text":"annual reconstitution, if the weight of any company exceeds 24%, company weights are adjusted so that no company’s","page_number":61,"box":{"x":59,"y":195,"width":836,"height":12}},{"id":"6f5d0d9b-2f45-4523-a0b7-553082d4ca6a","block_type":"box","text":"weight exceeds 20%. After such adjustment, if any security’s weight exceeds 15%, security weights are adjusted so that no","page_number":61,"box":{"x":59,"y":210,"width":862,"height":13}},{"id":"c0753e26-0593-41bb-84ad-1a494ef26927","block_type":"box","text":"security’s weight exceeds 14%. The company-level capping is also applied at each quarterly rebalance.","page_number":61,"box":{"x":59,"y":225,"width":717,"height":13}},{"id":"d1cdf931-8bca-4016-9043-13f359edc46d","block_type":"box","text":"Fast Entry.","page_number":61,"box":{"x":60,"y":252,"width":72,"height":12}},{"id":"c885e174-f258-4bc1-ba8a-9e2c38cfa440","block_type":"box","text":"A security that is not already an index constituent may be added to the Nasdaq-100 on an accelerated basis if its","page_number":61,"box":{"x":137,"y":252,"width":786,"height":12}},{"id":"044c0b51-e5b9-4b20-a931-e5f287a48c09","block_type":"box","text":"full market capitalization (which includes listed and unlisted shares) ranks within the top 40 current index constituents. The","page_number":61,"box":{"x":59,"y":267,"width":866,"height":12}},{"id":"348e999f-dd6b-4679-90ed-2e934cf14003","block_type":"box","text":"inclusion of such a security will not require the removal of another security and may temporarily increase the constituent","page_number":61,"box":{"x":60,"y":282,"width":846,"height":12}},{"id":"dc653759-7c9a-4b68-ac35-4b1098a1588d","block_type":"box","text":"count to more than 100. A company that has undergone an initial public offering (“IPO”) or switched listings to an eligible","page_number":61,"box":{"x":59,"y":297,"width":854,"height":13}},{"id":"9a040515-89bf-4764-8024-4f588d1c580d","block_type":"box","text":"exchange is ranked and evaluated as of the end of its seventh trading date so long as it satisfies all applicable eligibility","page_number":61,"box":{"x":59,"y":312,"width":829,"height":13}},{"id":"9d562cfb-c79f-432b-a933-ffdaf6602bff","block_type":"box","text":"requirements (except that an IPO security must have an average daily traded value of at least $5 million from its first trading","page_number":61,"box":{"x":60,"y":327,"width":866,"height":13}},{"id":"46afa1dc-4a0d-48c0-a2df-fbbd73ad2f20","block_type":"box","text":"day, rather than the three-month measurement period). Typically, the security is added to the Nasdaq-100 after 15 trading","page_number":61,"box":{"x":59,"y":343,"width":853,"height":12}},{"id":"3afa6fe2-5625-4470-86c7-f0de5feca91f","block_type":"box","text":"days; however, if the seventh trading date falls on or before a reconstitution or rebalance date, the security is included in the","page_number":61,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"8747c9fe-470e-41d2-bc0e-cc6aa11ec33b","block_type":"box","text":"index as part of the reconstitution or rebalance.","page_number":61,"box":{"x":60,"y":373,"width":330,"height":12}},{"id":"f2a8db56-b5e7-49ac-9c5f-c55eb5af5f67","block_type":"box","text":"Nasdaq-100 ex Top 30 Index","page_number":61,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"0902b48b-0b50-4a24-a090-f23d0cdff73d","block_type":"box","text":"Number of Components: approximately 70","page_number":61,"box":{"x":60,"y":426,"width":307,"height":12}},{"id":"52d423e8-c278-4e42-a39b-b0cda360e596","block_type":"box","text":"Index Description.","page_number":61,"box":{"x":60,"y":452,"width":130,"height":12}},{"id":"6abc4ba9-c593-4d3a-9438-168a4491f04b","block_type":"box","text":"The Nasdaq-100 ex Top 30 Index consists of approximately 70 large-cap domestic and international non","page_number":61,"box":{"x":195,"y":452,"width":737,"height":12}},{"id":"e8528476-8515-4cf4-af87-5ba6a00335c9","block_type":"box","text":"financial companies listed on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market). The Index is a","page_number":61,"box":{"x":59,"y":467,"width":838,"height":13}},{"id":"9b427c34-c82c-40a8-992c-75cbffe948db","block_type":"box","text":"subset of the Nasdaq-100 Index and represents the securities ranked 31","page_number":61,"box":{"x":59,"y":482,"width":498,"height":13}},{"id":"6c57e789-05a6-412a-afa4-3500568b52f6","block_type":"box","text":"st","page_number":61,"box":{"x":560,"y":481,"width":9,"height":6}},{"id":"c15dbbfb-97e1-49a3-b762-abfb2645e3d6","block_type":"box","text":"through 100","page_number":61,"box":{"x":574,"y":482,"width":86,"height":13}},{"id":"9091f007-3bfb-463c-94ec-777e7ceaa2ad","block_type":"box","text":"th","page_number":61,"box":{"x":661,"y":480,"width":10,"height":7}},{"id":"de623f93-d5db-4daf-91cc-cb722c3a2957","block_type":"box","text":"when ranked by market capitalization","page_number":61,"box":{"x":676,"y":482,"width":261,"height":13}},{"id":"00117bca-a3a9-4dd3-a550-c99c0049cc6a","block_type":"box","text":"as determined by Nasdaq, Inc. (the “Index Provider or “Nasdaq”). Index constituents are capped market capitalization","page_number":61,"box":{"x":59,"y":497,"width":821,"height":13}},{"id":"0d93f561-d539-4514-9338-71c5fa6a43b2","block_type":"box","text":"weighted. The index is reconstituted and rebalanced quarterly in March, June, September, and December. For capping","page_number":61,"box":{"x":59,"y":513,"width":822,"height":12}},{"id":"6b191aec-cde5-45b6-bb69-74a76b8a9c40","block_type":"box","text":"purposes, at each quarterly rebalance, the weight of any single issuer will not exceed 22.5% of the index; and the aggregate","page_number":61,"box":{"x":59,"y":528,"width":865,"height":12}},{"id":"00cf7c2b-36ed-4ecf-a9c6-e2b3a4fc7ef3","block_type":"box","text":"weight of issuers with individual weights exceeding 4.5% will not exceed 48% of the index. Between rebalances, constituent","page_number":61,"box":{"x":59,"y":543,"width":870,"height":12}},{"id":"948f62a4-cefa-4437-966b-2d2bd310ed74","block_type":"box","text":"weights may exceed these constraints due to fluctuations in market value, corporate actions, or other events that change the","page_number":61,"box":{"x":59,"y":558,"width":876,"height":12}},{"id":"1cd26bcc-308e-46aa-a33a-6dfb90d3f168","block_type":"box","text":"index composition. The Fast Entry eligibility mechanism is not applicable to the Index.","page_number":61,"box":{"x":60,"y":573,"width":599,"height":12}},{"id":"f5f48d5b-8420-4a6f-ba6a-39bd4ea85cb0","block_type":"box","text":"Nasdaq-100 Top 30 Index","page_number":61,"box":{"x":60,"y":600,"width":184,"height":12}},{"id":"a824ed64-fa5e-4703-aa88-d1cec79f57bf","block_type":"box","text":"Number of Components: approximately 31","page_number":61,"box":{"x":60,"y":626,"width":304,"height":12}},{"id":"69658d86-699a-48a5-ac34-e61022a94d14","block_type":"box","text":"Index Description.","page_number":61,"box":{"x":60,"y":652,"width":130,"height":13}},{"id":"1b226eda-4b6e-4276-80d5-68a8c9d2ab71","block_type":"box","text":"The Nasdaq-100 Top 30 Index consists of securities of the 30 largest domestic and international non","page_number":61,"box":{"x":195,"y":652,"width":709,"height":13}},{"id":"83223267-c2ca-4907-a1f8-814c669de055","block_type":"box","text":"financial companies listed on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market) based on market","page_number":61,"box":{"x":59,"y":668,"width":855,"height":12}},{"id":"d8e6c2ad-b5d9-431d-9cec-dc803ddec519","block_type":"box","text":"capitalization. The Index is a subset of the Nasdaq-100 Index and represents securities of the 30 largest companies ranked by","page_number":61,"box":{"x":59,"y":683,"width":874,"height":12}},{"id":"4aaf4516-923f-4794-b503-314ea80d745a","block_type":"box","text":"market capitalization, as determined by Nasdaq. Index constituents are capped market capitalization weighted. The index is","page_number":61,"box":{"x":60,"y":698,"width":863,"height":12}},{"id":"fd6df92b-3631-4823-9faf-bf31e11c439b","block_type":"box","text":"reconstituted and rebalanced quarterly in March, June, September, and December. For capping purposes, at each quarterly","page_number":61,"box":{"x":60,"y":713,"width":856,"height":12}},{"id":"48b390a3-1bfb-45ca-90ad-1b9ca097f727","block_type":"box","text":"rebalance, the weight of any single issuer will not exceed 22.5% of the index; and the aggregate weight of issuers with","page_number":61,"box":{"x":60,"y":728,"width":826,"height":12}},{"id":"054b8e61-00fb-4777-9305-75dc0740d87a","block_type":"box","text":"individual weights exceeding 4.5% will not exceed 48% of the index. The Fast Entry eligibility mechanism is not applicable to","page_number":61,"box":{"x":60,"y":743,"width":872,"height":12}},{"id":"20fb0298-3720-44d3-b5aa-cbdf17984588","block_type":"box","text":"the Index.","page_number":61,"box":{"x":59,"y":758,"width":68,"height":10}},{"id":"327727f6-92af-4882-9c8e-821cc336eeed","block_type":"box","text":"The Russell Indexes","page_number":61,"box":{"x":59,"y":789,"width":329,"height":23}},{"id":"c0664e89-391a-43d0-81e2-c41842a88bce","block_type":"box","text":"Component Selection Criteria.","page_number":61,"box":{"x":59,"y":830,"width":217,"height":12}},{"id":"8428e42e-5b74-48d5-bce2-e827648d5cb8","block_type":"box","text":"The securities in the Russell indexes (sometimes referred to as the “components”) are","page_number":61,"box":{"x":281,"y":830,"width":600,"height":12}},{"id":"0aeb1f91-fb6c-4425-bca9-062a1b77c5ae","block_type":"box","text":"reviewed and reconstituted annually, typically after the close on the last Friday in June to reflect changes in the marketplace.","page_number":61,"box":{"x":60,"y":845,"width":866,"height":13}},{"id":"1839d3c8-07c9-4704-9a63-08cff49db7fb","block_type":"box","text":"The Russell Top 200","page_number":61,"box":{"x":59,"y":860,"width":140,"height":13}},{"id":"6d2d2e01-b4b5-4700-bf1b-4e124ed4a8dc","block_type":"box","text":"®","page_number":61,"box":{"x":200,"y":859,"width":10,"height":6}},{"id":"5cb31427-4c11-4aba-9cf2-9dba482df4d0","block_type":"box","text":"Index, Russell 2000","page_number":61,"box":{"x":215,"y":860,"width":134,"height":12}},{"id":"7e16a9ea-c849-4c5e-a7d7-d3d20262420d","block_type":"box","text":"®","page_number":61,"box":{"x":350,"y":859,"width":9,"height":6}},{"id":"265fd5b6-6c18-4086-88c2-538a2e6e61f0","block_type":"box","text":"Index, Russell 1000","page_number":61,"box":{"x":365,"y":860,"width":133,"height":12}},{"id":"6ed088c0-e195-41a4-a884-2e24bca20b5a","block_type":"box","text":"®","page_number":61,"box":{"x":500,"y":859,"width":9,"height":6}},{"id":"df4eca88-b751-40a4-8e52-13516d05af59","block_type":"box","text":"Index, Russell 1000 Growth Index, Russell 1000 Value Index","page_number":61,"box":{"x":514,"y":860,"width":416,"height":12}},{"id":"db2365db-19ba-41a9-b100-b42ee50af860","block_type":"box","text":"and Russell Texas Equity Index are subsets of the Russell 3000","page_number":61,"box":{"x":59,"y":875,"width":435,"height":13}},{"id":"9ef8e1a2-3d58-4188-a73e-4289cf142319","block_type":"box","text":"®","page_number":61,"box":{"x":495,"y":874,"width":9,"height":6}},{"id":"67bd8f65-2973-4856-b570-abb911ac5590","block_type":"box","text":"Index.","page_number":61,"box":{"x":510,"y":875,"width":40,"height":10}},{"id":"bc772a6f-e33c-4727-8755-01c1bd8c1e00","block_type":"box","text":"49","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"1039c69b-e343-420e-b4c8-0bac2c2628c0","block_type":"box","text":"The Russell 3000","page_number":62,"box":{"x":59,"y":67,"width":119,"height":9}},{"id":"995a1e30-c2cc-4dcc-b5ad-9c6309adaca2","block_type":"box","text":"®","page_number":62,"box":{"x":179,"y":65,"width":9,"height":6}},{"id":"abd3da44-87b3-41eb-833f-756265467d7e","block_type":"box","text":"Index measures the performance of approximately the largest 3,000 U.S. companies, representing","page_number":62,"box":{"x":194,"y":67,"width":682,"height":12}},{"id":"6f88bffb-9dfb-4ad1-8445-c3954fe55986","block_type":"box","text":"approximately 98% of the investable U.S. equity market. The Russell 3000","page_number":62,"box":{"x":59,"y":82,"width":515,"height":12}},{"id":"0720caf3-111b-4ceb-90a6-b6edf01778a2","block_type":"box","text":"®","page_number":62,"box":{"x":576,"y":80,"width":9,"height":6}},{"id":"73e5ebb4-c4b1-4599-a043-bba0908aa84a","block_type":"box","text":"Index is completely reconstituted semi-annually","page_number":62,"box":{"x":591,"y":82,"width":335,"height":12}},{"id":"51c882c6-d1d4-45c1-bf2d-c9968b82b873","block_type":"box","text":"on the fourth Friday in June and the second Friday in December. Eligible IPOs are added to the index quarterly, except that","page_number":62,"box":{"x":59,"y":97,"width":850,"height":12}},{"id":"32adfc7d-b39e-4c18-ae79-e2215371a429","block_type":"box","text":"IPOs that meet certain criteria determined by the Index Provider will be added on an accelerated basis.","page_number":62,"box":{"x":60,"y":112,"width":714,"height":12}},{"id":"305d2e3f-9256-47c4-85c2-a679fbd10243","block_type":"box","text":"The starting universe for the Russell 3000","page_number":62,"box":{"x":59,"y":138,"width":291,"height":13}},{"id":"bfd9faaa-5348-4e35-89c5-b5e8b219fb26","block_type":"box","text":"®","page_number":62,"box":{"x":351,"y":135,"width":6,"height":4}},{"id":"67d2679e-fbf2-4e77-a8e0-8e939e0403c7","block_type":"box","text":"Index includes all issuers listed on a U.S. Exchange that are either U.S.","page_number":62,"box":{"x":363,"y":138,"width":484,"height":13}},{"id":"f99a4586-357d-4359-9954-5c3d727e1c7d","block_type":"box","text":"incorporated or incorporated in certain non-U.S. jurisdictions as Benefit-Driven Incorporations (typically tax benefit","page_number":62,"box":{"x":60,"y":154,"width":805,"height":12}},{"id":"91e2c43b-b779-40d4-af7e-368db5da3577","block_type":"box","text":"incorporations), subject to the following rules and exceptions:","page_number":62,"box":{"x":60,"y":169,"width":432,"height":12}},{"id":"310d2b22-9b7b-47c7-9a58-da1bff0aab7d","block_type":"box","text":"• stocks must trade at or above $1.00 on the last business day of August to be eligible for inclusion. If a stock in the","page_number":62,"box":{"x":92,"y":189,"width":827,"height":12}},{"id":"5a3583bd-df00-4627-9a71-504095fddc50","block_type":"box","text":"index has a price lower than $1, it can remain in the index if the average price for the month is greater than $1;","page_number":62,"box":{"x":125,"y":204,"width":771,"height":12}},{"id":"1f8e3365-c7cd-48db-9057-1642a98264cd","block_type":"box","text":"• for ranking and membership determination, all common share classes for a single company are combined to","page_number":62,"box":{"x":92,"y":224,"width":793,"height":12}},{"id":"2d9170e0-4efa-4588-abcf-98d19e1701f7","block_type":"box","text":"determine total market capitalization;","page_number":62,"box":{"x":124,"y":239,"width":262,"height":13}},{"id":"9d04c68f-1d97-4159-85ae-48afe3428a6e","block_type":"box","text":"• in cases where there are multiple common stock share classes and the share classes act independently of each","page_number":62,"box":{"x":92,"y":259,"width":808,"height":13}},{"id":"d55b54cb-04b0-48f9-87c6-45d4c0023d49","block_type":"box","text":"other, each class is considered for inclusion separately; and","page_number":62,"box":{"x":124,"y":274,"width":412,"height":13}},{"id":"68f853ca-3170-42fe-b9dc-618e404032e6","block_type":"box","text":"• also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares,","page_number":62,"box":{"x":92,"y":295,"width":793,"height":12}},{"id":"e8f52868-26b6-4ac3-9457-fbcec5481930","block_type":"box","text":"warrants and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks,","page_number":62,"box":{"x":124,"y":310,"width":805,"height":12}},{"id":"76cfab55-cdd8-4041-bd8a-25bfb693de2c","block_type":"box","text":"mutual funds, limited partnerships, and foreign stocks.","page_number":62,"box":{"x":125,"y":325,"width":381,"height":12}},{"id":"89136f6f-9392-43c9-bc91-7dde79b1e58b","block_type":"box","text":"All eligible securities are sorted by decreasing total market capitalization to determine index eligibility.","page_number":62,"box":{"x":59,"y":351,"width":709,"height":13}},{"id":"dfc49dbc-4b8f-44b9-963b-0f918f123ae6","block_type":"box","text":"The Russell 1000 Index is constructed to provide a comprehensive and unbiased barometer for the large- and mid","page_number":62,"box":{"x":59,"y":378,"width":803,"height":12}},{"id":"ffcc3b5e-8544-4901-b1e8-371be6ef18d3","block_type":"box","text":"capitalization segments of the investable U.S. equity market. It is a float-adjusted capitalization-weighted index consisting","page_number":62,"box":{"x":59,"y":393,"width":850,"height":12}},{"id":"79bb4ee9-bd9a-4f03-b49f-d94248689b31","block_type":"box","text":"approximately 1000 of the largest issuers in the Russell 3000 Index.","page_number":62,"box":{"x":59,"y":408,"width":471,"height":12}},{"id":"dc638969-b2d4-4d2c-84ae-e86ad3d95f94","block_type":"box","text":"For the Russell 3000","page_number":62,"box":{"x":60,"y":434,"width":140,"height":10}},{"id":"f61e10ff-35fe-426e-a1d4-18e35edce87c","block_type":"box","text":"®","page_number":62,"box":{"x":201,"y":433,"width":9,"height":6}},{"id":"6368d7e1-02d7-4c0b-afcc-0d554883c2ec","block_type":"box","text":"Index and the Russell 1000","page_number":62,"box":{"x":216,"y":434,"width":187,"height":10}},{"id":"736a6528-929e-4267-bf17-50b2f1eabe89","block_type":"box","text":"®","page_number":62,"box":{"x":405,"y":433,"width":9,"height":6}},{"id":"dfbf09f4-ca83-4897-b68f-edc0680ca1af","block_type":"box","text":"Index, the weights of component issuers are adjusted based on available","page_number":62,"box":{"x":419,"y":434,"width":507,"height":13}},{"id":"704f2df4-334b-4ab1-9714-13c1460ae8ad","block_type":"box","text":"float-weighted capitalization according to the market value of their available outstanding shares. The impact of a component","page_number":62,"box":{"x":59,"y":450,"width":875,"height":12}},{"id":"79d11495-42a3-4d4a-a454-2c4e00cf3bdc","block_type":"box","text":"security’s price change is proportional to the issuer’s total market value, which is the share price times the number of shares","page_number":62,"box":{"x":59,"y":465,"width":870,"height":12}},{"id":"d9412a4c-f76e-4234-a4a4-76fe7b3e6ab1","block_type":"box","text":"available. Each Russell Index is adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights,","page_number":62,"box":{"x":59,"y":480,"width":871,"height":12}},{"id":"a341d440-3925-4c70-84ff-e270e503ed18","block_type":"box","text":"substitutions and other capital events.","page_number":62,"box":{"x":59,"y":495,"width":267,"height":12}},{"id":"7ce22282-43fe-44cb-b22b-339a5381e74d","block_type":"box","text":"Frank Russell Company uses a probability measure to assign stocks to the growth and value style indexes. The probability","page_number":62,"box":{"x":60,"y":521,"width":849,"height":13}},{"id":"ae6d2326-ee56-440d-bab2-48ef9f0159ed","block_type":"box","text":"measure is used to indicate the degree of certainty that a stock is value or growth, based on three fundamental indicators:","page_number":62,"box":{"x":60,"y":537,"width":853,"height":12}},{"id":"48362cbb-156f-4221-bfea-c13a7c3a95a1","block_type":"box","text":"relative price-to-book (“PB”) ratio, Institutional Brokers’ Estimate System forecast medium-term growth (2 years) and sales","page_number":62,"box":{"x":60,"y":552,"width":860,"height":12}},{"id":"cedd8107-024d-4dfd-bafc-aae1f5083a19","block_type":"box","text":"per share historical growth (5 years). This method allows stocks to be represented as having both growth and value","page_number":62,"box":{"x":59,"y":567,"width":810,"height":12}},{"id":"98928fb2-64c1-4f6f-83a5-dbe1e0477454","block_type":"box","text":"characteristics, while preserving the additive nature of the indexes. As a result, a stock may be a component of a Russell","page_number":62,"box":{"x":59,"y":582,"width":838,"height":12}},{"id":"3649f5d4-6f78-4a33-a2ea-ff6cb597ec56","block_type":"box","text":"growth style index and also a component of the corresponding value style index, although the stock would likely have a","page_number":62,"box":{"x":59,"y":597,"width":837,"height":12}},{"id":"c238e1d1-9678-4e3d-9ff3-9acc60f2fe22","block_type":"box","text":"different weight in each index.","page_number":62,"box":{"x":59,"y":612,"width":210,"height":12}},{"id":"a67a4e79-a515-4a7c-995c-0a74aeb7389f","block_type":"box","text":"Index Eligibility for IPOs.","page_number":62,"box":{"x":60,"y":639,"width":175,"height":12}},{"id":"387fd0f7-a9fd-45a3-9f4d-2fb623c86ed6","block_type":"box","text":"• An IPO with an investable market capitalization that is greater than the market-adjusted total market capitalization","page_number":62,"box":{"x":92,"y":659,"width":834,"height":12}},{"id":"907b08ff-fcc1-4efe-868e-cfee59d73660","block_type":"box","text":"breakpoint for the Russell Top 500 (i.e., the 500th largest stock) as of the previous semi-annual reconstitution is","page_number":62,"box":{"x":125,"y":674,"width":783,"height":12}},{"id":"d6ee86cb-b4e0-4486-84fb-0de45592f2ca","block_type":"box","text":"eligible for potential fast entry inclusion in an Underlying Index. Breakpoints established at the semi-annual","page_number":62,"box":{"x":124,"y":689,"width":749,"height":12}},{"id":"2b16ac98-e6ff-4e82-bce0-4c25387b6996","block_type":"box","text":"reconstitution are market-adjusted quarterly. The Index Provider determines an IPO’s investable market","page_number":62,"box":{"x":125,"y":704,"width":722,"height":12}},{"id":"523a544a-2a73-4bb4-8a4e-4af20b30b99a","block_type":"box","text":"capitalization using the free float shares available at the time of the IPO and the share price as of the end of the first","page_number":62,"box":{"x":124,"y":719,"width":807,"height":13}},{"id":"58e47017-2b70-423f-aed8-8b04d626ab5c","block_type":"box","text":"trading day.","page_number":62,"box":{"x":124,"y":734,"width":81,"height":13}},{"id":"54339c7b-fe4d-4f25-9005-7f1c1fbf41b1","block_type":"box","text":"• An IPO must have at least 5% free float and 5% voting rights in the market within 12 months from the date of index","page_number":62,"box":{"x":92,"y":754,"width":844,"height":13}},{"id":"712333ed-4380-4322-85b7-074998f1aa81","block_type":"box","text":"inclusion to qualify for fast entry inclusion. An IPO with less than 5% float or 5% voting rights at index inclusion due","page_number":62,"box":{"x":125,"y":770,"width":812,"height":12}},{"id":"48f49cad-483d-41d0-b1f8-8e3e6f58d3ce","block_type":"box","text":"to lock-ups may still qualify if lock-up expirations within 12 months from the date of index inclusion are expected to","page_number":62,"box":{"x":124,"y":785,"width":813,"height":12}},{"id":"06ebd7d2-c6de-433e-ac72-6e1f9ab6be1f","block_type":"box","text":"increase float and voting rights to meet the 5% minimum. If the 5% minimums are not met within the 12-month","page_number":62,"box":{"x":125,"y":800,"width":787,"height":12}},{"id":"3373c693-1568-4875-9e32-1cccb5416ad7","block_type":"box","text":"period, the Index Provider will determine the course of action on a case-by-case basis.","page_number":62,"box":{"x":124,"y":815,"width":602,"height":12}},{"id":"0cd22af8-33f8-493a-9b89-8fd7ce8cfd65","block_type":"box","text":"• An eligible IPO will be added after the close of the fifth day of trading following the initial listing. However, an IPO","page_number":62,"box":{"x":92,"y":835,"width":821,"height":12}},{"id":"9250e33c-d49e-403a-8f3b-07ce12685828","block_type":"box","text":"whose index inclusion date falls within the Index Provider’s lock-down period for the semi-annual reconstitution in","page_number":62,"box":{"x":124,"y":850,"width":803,"height":13}},{"id":"6b8e500f-0e07-4d3f-94e6-af09969da56a","block_type":"box","text":"June and December will be added on the effective date of the reconstitution.","page_number":62,"box":{"x":124,"y":865,"width":532,"height":12}},{"id":"eaffea4c-22d5-4e0c-a65a-09b30f21b06c","block_type":"box","text":"50","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7ba25dbb-b648-419e-8f8a-da784c9593ba","block_type":"box","text":"Style Probability for IPOs.","page_number":63,"box":{"x":59,"y":67,"width":182,"height":12}},{"id":"3b666267-0f44-44bc-a4a0-4dbdb63c9085","block_type":"box","text":"An IPO generally inherits the growth and value style probability of the average Industry","page_number":63,"box":{"x":247,"y":67,"width":607,"height":12}},{"id":"09e39688-c8b4-4bbe-9ed8-980e34e5161f","block_type":"box","text":"Classification Benchmark (“ICB”) subsector to which the company is assigned by the Index Provider. However, the Index","page_number":63,"box":{"x":59,"y":82,"width":839,"height":12}},{"id":"820b4073-df04-4823-8f6a-d87ff202aa62","block_type":"box","text":"Provider may determine an IPO’s style probability independent of the assigned ICB subsector. The Index Provider reassesses","page_number":63,"box":{"x":60,"y":97,"width":865,"height":12}},{"id":"6be95072-d395-46ec-bebf-8fdc4415703c","block_type":"box","text":"the style probability of a newly added IPO at the semi-annual reconstitution based on available company fundamentals.","page_number":63,"box":{"x":59,"y":112,"width":836,"height":12}},{"id":"5f3ad72e-17a4-46ac-a73e-f0c124e94a0c","block_type":"box","text":"Issue Changes.","page_number":63,"box":{"x":60,"y":138,"width":107,"height":13}},{"id":"ba7a7051-accf-4df6-814a-9ccf48443431","block_type":"box","text":"Securities that leave the Russell Indexes between reconstitution dates are not replaced. Thus, the number of","page_number":63,"box":{"x":172,"y":138,"width":757,"height":13}},{"id":"cc06a931-05d4-42cb-a93b-bbcddd1afc51","block_type":"box","text":"securities in the investments over the year will fluctuate according to corporate activity. When a stock is acquired, delisted or","page_number":63,"box":{"x":59,"y":154,"width":872,"height":12}},{"id":"8062a30d-26eb-4947-80af-030ae6fafa69","block_type":"box","text":"moves to the pink sheets or OTC bulletin boards, the stock is deleted from the relevant indexes.","page_number":63,"box":{"x":60,"y":169,"width":664,"height":12}},{"id":"9dc029c3-a77d-47c6-a8a4-730625ab2772","block_type":"box","text":"When acquisitions or mergers take place, the stock’s capitalization moves to the acquiring stock, hence, mergers have no","page_number":63,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"910bc38e-76af-41b1-a233-51fe49ad011a","block_type":"box","text":"effect on index total capitalization if the acquiring stock is part of the index. The only additions between reconstitution dates","page_number":63,"box":{"x":59,"y":210,"width":870,"height":13}},{"id":"8d98a5a1-e337-4822-b9aa-e0a500d54b0d","block_type":"box","text":"are as a result of spin-offs and IPOs.","page_number":63,"box":{"x":59,"y":225,"width":250,"height":13}},{"id":"aaf65531-eac4-4c05-9adc-1c6628ede0ff","block_type":"box","text":"Index Maintenance.","page_number":63,"box":{"x":60,"y":252,"width":141,"height":10}},{"id":"5b6b0e42-2916-4ec9-8664-9df3ff426abc","block_type":"box","text":"Maintaining the Russell indexes includes monitoring and completing the adjustments for company","page_number":63,"box":{"x":207,"y":252,"width":692,"height":12}},{"id":"7fd18708-a6cc-4b67-91c7-2991fd1310bc","block_type":"box","text":"additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and","page_number":63,"box":{"x":59,"y":267,"width":858,"height":12}},{"id":"e63e5a1c-6628-4dd9-9dc8-9474bae08765","block_type":"box","text":"spin-offs and quarterly initial public offerings. In addition, significant share capital changes are made at month-end. The","page_number":63,"box":{"x":59,"y":282,"width":840,"height":12}},{"id":"e15cb559-6271-4499-a491-b36a579553ef","block_type":"box","text":"divisor is adjusted for all changes in company market value to leave the value of the investments unaffected. All divisor","page_number":63,"box":{"x":59,"y":297,"width":829,"height":13}},{"id":"d2d672da-50a0-4ca8-a126-90d074c29ceb","block_type":"box","text":"adjustments are made after the close of trading and after the calculation of the closing value of the Russell indexes.","page_number":63,"box":{"x":59,"y":312,"width":807,"height":13}},{"id":"ad7d3b41-1c75-4c1d-b291-43317e7d4377","block_type":"box","text":"Index Availability.","page_number":63,"box":{"x":60,"y":339,"width":125,"height":12}},{"id":"ba02f04e-32e4-4f88-b8c0-4021c6353e36","block_type":"box","text":"The Russell indexes are calculated continuously and are available from major data vendors.","page_number":63,"box":{"x":190,"y":339,"width":637,"height":12}},{"id":"45da02a7-453e-48f1-9b52-3032805ddd1e","block_type":"box","text":"Russell 1000","page_number":63,"box":{"x":60,"y":365,"width":89,"height":10}},{"id":"c6c90e7b-33bd-4ad8-865e-482f131c1d6b","block_type":"box","text":"®","page_number":63,"box":{"x":151,"y":364,"width":9,"height":6}},{"id":"f9903e4c-d68b-4362-95a4-950d8536cd27","block_type":"box","text":"Index","page_number":63,"box":{"x":165,"y":365,"width":40,"height":10}},{"id":"57f08746-7791-47ca-84c7-cc92fc1a2813","block_type":"box","text":"Number of Components: approximately 1,006","page_number":63,"box":{"x":60,"y":384,"width":330,"height":12}},{"id":"136e77ae-f84d-4f4e-a54e-1aafd7d591db","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":407,"width":130,"height":12}},{"id":"63261337-a257-4b6b-af9d-d5e56b675f22","block_type":"box","text":"The Russell 1000 Index measures the performance of the large- and mid-capitalization segments of the","page_number":63,"box":{"x":195,"y":407,"width":725,"height":12}},{"id":"45226f7b-e1be-470b-9344-8ba273eef52a","block_type":"box","text":"U.S. equity market. It is a subset of the Russell 3000 Index and serves as the parent index for, among others, (","page_number":63,"box":{"x":60,"y":422,"width":762,"height":12}},{"id":"aa7caeeb-b037-4a3a-8c20-6ff6d10f5a3d","block_type":"box","text":"e.g.","page_number":63,"box":{"x":823,"y":425,"width":23,"height":9}},{"id":"4925d67f-e9ac-4450-8d8a-d40d0d473e6c","block_type":"box","text":"also the","page_number":63,"box":{"x":852,"y":422,"width":54,"height":10}},{"id":"bbd33593-1b3a-41f2-b6a1-22ff666a1fb0","block_type":"box","text":"Pure Domestic Exposure sub-index) the Russell 1000 Growth and Value Indexes, the Russell Top 200 Index, and the Russell","page_number":63,"box":{"x":60,"y":437,"width":859,"height":12}},{"id":"beccaf1c-2eee-49a7-b3d2-540f7c07dcf3","block_type":"box","text":"Midcap Index. It is a float-adjusted capitalization-weighted index consisting approximately 1000 of the largest issuers in the","page_number":63,"box":{"x":59,"y":452,"width":865,"height":12}},{"id":"0dc1a2a1-3935-4bb1-b39d-a75e03572a60","block_type":"box","text":"Russell 3000 Index. The Underlying Index represents approximately 91% of the market capitalization of listed U.S. equities","page_number":63,"box":{"x":60,"y":467,"width":851,"height":13}},{"id":"a3b59c93-ec51-4acf-b170-c47d6f368e0c","block_type":"box","text":"and is a leading benchmark of the large cap U.S. market.","page_number":63,"box":{"x":59,"y":482,"width":394,"height":13}},{"id":"b3e4a1b2-f0dc-4a44-872c-a55555d1eaf3","block_type":"box","text":"Russell 1000","page_number":63,"box":{"x":60,"y":509,"width":89,"height":10}},{"id":"bfcc9e92-b08f-4123-a83c-ee1f1f321dea","block_type":"box","text":"®","page_number":63,"box":{"x":151,"y":507,"width":9,"height":6}},{"id":"5254cba6-5f79-43b1-956b-2f24474d3e38","block_type":"box","text":"Growth Index","page_number":63,"box":{"x":165,"y":509,"width":98,"height":10}},{"id":"79eb67c3-bbd0-4620-a666-e7e6a675a707","block_type":"box","text":"Number of Components: approximately 387","page_number":63,"box":{"x":60,"y":528,"width":317,"height":12}},{"id":"349205b9-17ef-4583-919e-91994f414245","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":550,"width":130,"height":13}},{"id":"8304cc76-37a8-4a4b-89d7-3a04de968001","block_type":"box","text":"The Russell 1000 Growth Index measures the performance of the large- and mid-capitalization growth","page_number":63,"box":{"x":195,"y":550,"width":717,"height":13}},{"id":"194120cd-6802-4500-beaa-3cd051052891","block_type":"box","text":"sector of the U.S. equity market. It is a subset of the Russell 1000 Index. It is a style factor weighted index consisting of those","page_number":63,"box":{"x":59,"y":566,"width":872,"height":12}},{"id":"70e3f31d-f800-4be5-a308-f055eea477d5","block_type":"box","text":"issuers within the Russell 1000 Index that have higher price-to-book ratios, higher forecasted medium-term growth and","page_number":63,"box":{"x":60,"y":581,"width":839,"height":12}},{"id":"4684d073-2f7b-45ad-8a11-e50845985358","block_type":"box","text":"higher sales-per-share historical growth, and represents approximately 55% of the total market value of the Russell 1000","page_number":63,"box":{"x":60,"y":596,"width":845,"height":12}},{"id":"c35078a8-ecf4-4524-be51-f8e72f6596a2","block_type":"box","text":"Index. The Underlying Index is rebalanced quarterly after the close of business on the third Friday of March, June, September,","page_number":63,"box":{"x":60,"y":611,"width":872,"height":12}},{"id":"071620d7-931e-4fb1-9aa3-9b0fab12f743","block_type":"box","text":"and December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and","page_number":63,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"dd4e1fc0-f6b6-40d0-b57b-4f92741127ac","block_type":"box","text":"the weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in","page_number":63,"box":{"x":59,"y":641,"width":824,"height":12}},{"id":"dac5c988-3999-4070-8440-c9bef2b832b8","block_type":"box","text":"aggregate.","page_number":63,"box":{"x":59,"y":658,"width":73,"height":11}},{"id":"556880af-dc81-4779-b6c3-7b5a5d3a1953","block_type":"box","text":"Russell 1000 Telecommunications RIC 22.5/45 Capped Index","page_number":63,"box":{"x":60,"y":683,"width":442,"height":12}},{"id":"9022468d-42c0-46bb-9c5e-c816c850ec48","block_type":"box","text":"Number of Components: approximately 21","page_number":63,"box":{"x":60,"y":709,"width":305,"height":12}},{"id":"e6a41c73-ba38-4849-8772-386a79d2ce5a","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":736,"width":130,"height":12}},{"id":"f8d686eb-d969-444d-91d7-00b3bbd36c1b","block_type":"box","text":"The Russell 1000 Telecommunications RIC 22.5/45 Capped Index is designed to measure the","page_number":63,"box":{"x":195,"y":736,"width":654,"height":12}},{"id":"efd0c364-d324-4a1f-90e2-dd4f985d7b74","block_type":"box","text":"performance of large- and-mid-capitalization companies in the telecommunications sector of the U.S. equity market. It is a","page_number":63,"box":{"x":59,"y":751,"width":859,"height":12}},{"id":"eba71881-5a56-47d3-a600-6a1abbee3031","block_type":"box","text":"subset of the market capitalization-weighted Russell 1000 Index. The Underlying Index uses a capping methodology to","page_number":63,"box":{"x":59,"y":766,"width":832,"height":12}},{"id":"53fc8ee3-ba9f-4819-837d-63cbd096983b","block_type":"box","text":"constrain at quarterly rebalance: (i) the weights of any single issuer (as determined by Russell) to a maximum of 22.5%, and","page_number":63,"box":{"x":59,"y":781,"width":869,"height":12}},{"id":"ed1efa16-5364-4dec-a8d1-2090574981cf","block_type":"box","text":"(ii) the aggregate weight of all issuers that individually exceed 4.5% of the index weight to a maximum of 45%.","page_number":63,"box":{"x":60,"y":796,"width":777,"height":12}},{"id":"8b8c3a7f-2fcb-4b45-8c7d-a4a1e18dc692","block_type":"box","text":"Russell 1000","page_number":63,"box":{"x":60,"y":823,"width":89,"height":9}},{"id":"6ece268d-097f-4e38-9866-74def2150a2e","block_type":"box","text":"®","page_number":63,"box":{"x":151,"y":821,"width":9,"height":6}},{"id":"58d157ca-b7a8-48bc-bbd9-0db08b6b5ab2","block_type":"box","text":"Value Index","page_number":63,"box":{"x":164,"y":823,"width":85,"height":9}},{"id":"477a2ff2-6726-4f13-a5a3-1cdc0cb2e379","block_type":"box","text":"Number of Components: approximately 867","page_number":63,"box":{"x":60,"y":841,"width":316,"height":13}},{"id":"68b0eef2-f9ce-406b-ba3e-3eeb0372cf37","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":864,"width":130,"height":12}},{"id":"5192c36f-fea0-4035-a37c-ee45d6d4b707","block_type":"box","text":"The Russell 1000 Value Index measures the performance of the large- and mid-capitalization value sector","page_number":63,"box":{"x":195,"y":864,"width":739,"height":12}},{"id":"b3b795b5-ec6e-4dda-956c-33102e9d63c8","block_type":"box","text":"of the U.S. equity market. It is a subset of the Russell 1000 Index. It is a style factor weighted index consisting of those issuers","page_number":63,"box":{"x":59,"y":879,"width":876,"height":13}},{"id":"2d5bd78f-0eef-4472-b937-daf7ae51ce9e","block_type":"box","text":"51","page_number":63,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"dc19c886-8ef8-40f8-8cdc-b729290478ce","block_type":"box","text":"within the Russell 1000 Index that have lower price-to-book ratios, lower sales-per-share historical growth and lower","page_number":64,"box":{"x":59,"y":67,"width":818,"height":12}},{"id":"d81be037-f811-4595-bebc-0afdd29a30e8","block_type":"box","text":"forecasted growth, and represents approximately 45% of the total market value of the Russell 1000 Index. The Underlying","page_number":64,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"512735e7-bc7c-48ea-9ded-d53a663638c8","block_type":"box","text":"Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":64,"box":{"x":60,"y":97,"width":844,"height":12}},{"id":"f058154d-d755-496c-8d98-8f956c511281","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":64,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"2b3f365b-39a6-45ee-83cd-83b31d624b81","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":64,"box":{"x":59,"y":127,"width":786,"height":12}},{"id":"3181624f-2aec-4c21-bb5e-dae602485fa8","block_type":"box","text":"Russell 2000","page_number":64,"box":{"x":60,"y":154,"width":90,"height":9}},{"id":"a16b3148-9a97-48b8-82ed-47883c4d8412","block_type":"box","text":"®","page_number":64,"box":{"x":151,"y":152,"width":9,"height":6}},{"id":"2971343e-f604-4145-9708-5efaab2b3974","block_type":"box","text":"Index","page_number":64,"box":{"x":166,"y":154,"width":39,"height":9}},{"id":"91a5c67d-851a-4f9f-9067-c96ccb8b7f1b","block_type":"box","text":"Number of Components: approximately 1,933","page_number":64,"box":{"x":60,"y":172,"width":330,"height":13}},{"id":"54fb1d01-633b-4ac9-b41f-d9d176677489","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":195,"width":130,"height":12}},{"id":"5e74d565-8f45-4afa-83c0-5be1b492dfbf","block_type":"box","text":"The Russell 2000 Index measures the performance of the small-capitalization sector of the U.S. equity","page_number":64,"box":{"x":195,"y":195,"width":712,"height":12}},{"id":"dd7354dd-4f45-41a3-84b4-606c36f55bc7","block_type":"box","text":"market. It is a subset of the Russell 3000 Index and serves as the parent index for the Russell 2000 Growth and Value Indexes.","page_number":64,"box":{"x":60,"y":210,"width":876,"height":13}},{"id":"c6ae743a-eadb-4342-b767-507e0be4f6e5","block_type":"box","text":"It is a float-adjusted capitalization-weighted index consisting approximately 1,933 of the smallest issuers in the Russell 3000","page_number":64,"box":{"x":60,"y":225,"width":868,"height":13}},{"id":"60fd8bf2-0e0b-43f6-b832-885b891e9432","block_type":"box","text":"Index. The Underlying Index represents approximately 6% of the market capitalization of listed U.S. equities and is a leading","page_number":64,"box":{"x":60,"y":240,"width":863,"height":13}},{"id":"f7038ea2-b8d4-4c99-86aa-69c560cdc3c4","block_type":"box","text":"benchmark of the U.S. small cap equity market. IPO eligibility applicable to the Russell 3000 Index is not applicable to the","page_number":64,"box":{"x":60,"y":256,"width":845,"height":12}},{"id":"9a58cc3e-630b-4226-9684-23e75897c602","block_type":"box","text":"Russell 2000 Index.","page_number":64,"box":{"x":60,"y":271,"width":133,"height":9}},{"id":"7b60a928-d39a-4b1e-bac1-09aabf60d752","block_type":"box","text":"Russell 2000 Focused Value Select Index","page_number":64,"box":{"x":60,"y":297,"width":291,"height":10}},{"id":"3a60201a-1838-4945-b308-259d99d3add8","block_type":"box","text":"Number of Components: approximately 238","page_number":64,"box":{"x":60,"y":324,"width":317,"height":12}},{"id":"3cd21233-4739-4628-ad35-8ea2c1f0b9ed","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":350,"width":130,"height":12}},{"id":"5f016a25-9513-4468-9cb1-306ae4c9b062","block_type":"box","text":"The Russell 2000 Focused Value Select Index measures the performance of small-capitalization U.S.","page_number":64,"box":{"x":195,"y":350,"width":697,"height":12}},{"id":"ccdb72d2-95f9-4989-8ede-65f32e976d51","block_type":"box","text":"companies with prominent value factor characteristics, as determined by Russell. The Underlying Index is a subset of the","page_number":64,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"814c139c-ce81-45f4-a1ae-af27a1920bc3","block_type":"box","text":"Russell 2000","page_number":64,"box":{"x":60,"y":380,"width":87,"height":10}},{"id":"31741530-0eff-4f97-a038-8c7c66d9d33b","block_type":"box","text":"®","page_number":64,"box":{"x":148,"y":379,"width":9,"height":6}},{"id":"a6019919-ade8-4325-9827-7a5124c9b47b","block_type":"box","text":"Index (the “Parent Index”), which measures the performance of the small-capitalization segment of the U.S.","page_number":64,"box":{"x":163,"y":380,"width":753,"height":13}},{"id":"f4879026-5769-4d12-bb0e-ff428152a270","block_type":"box","text":"equity market, as defined by Russell.","page_number":64,"box":{"x":59,"y":395,"width":253,"height":13}},{"id":"53fe6b83-9be0-4f4c-9b52-7b6ef1aba793","block_type":"box","text":"Index Methodology.","page_number":64,"box":{"x":60,"y":422,"width":143,"height":12}},{"id":"f4298d91-d1bf-473b-a750-fba11f425a24","block_type":"box","text":"The starting universe for the Underlying Index includes all issuers within the Parent Index that are listed","page_number":64,"box":{"x":208,"y":422,"width":723,"height":12}},{"id":"c8676d2d-be8e-4cd5-a92a-3c698806331a","block_type":"box","text":"on a U.S. exchange and that are either U.S. incorporated or incorporated in certain non-U.S. jurisdictions as benefit-driven","page_number":64,"box":{"x":59,"y":437,"width":850,"height":12}},{"id":"e0e0f3c5-9593-4257-9576-9b0518600cce","block_type":"box","text":"corporations (typically tax benefit corporations), subject to the following rules and exceptions:","page_number":64,"box":{"x":59,"y":452,"width":660,"height":12}},{"id":"aab0d32a-2f44-4ba3-80af-5fca203b2c90","block_type":"box","text":"• If a company has issued multiple lines of equity capital, only one eligible line is included. The eligible line is the line","page_number":64,"box":{"x":59,"y":472,"width":836,"height":13}},{"id":"4b8012f4-0a86-4ddb-b42f-975c74ca4677","block_type":"box","text":"with the highest 60 days average daily dollar trading volume (“ADDTV”). A minimum of 30 days of daily observations are","page_number":64,"box":{"x":91,"y":487,"width":846,"height":13}},{"id":"0303f6b3-c990-4247-a01b-b706aca6aa38","block_type":"box","text":"required to calculate ADDTV. If a line has missing ADDTV, the line is excluded. If all lines have no ADDTV, the line with","page_number":64,"box":{"x":92,"y":503,"width":823,"height":12}},{"id":"a808d8d5-5325-48fa-8097-c7bb2c11333a","block_type":"box","text":"the highest free float market cap is selected.","page_number":64,"box":{"x":91,"y":518,"width":308,"height":12}},{"id":"4346ab71-730d-417d-9d56-3c04cd4caba0","block_type":"box","text":"• Securities ranked within the least liquid 20% by count (","page_number":64,"box":{"x":59,"y":538,"width":422,"height":12}},{"id":"ad33db3f-d536-4f7d-922c-11cdbf2f068a","block_type":"box","text":"i.e.","page_number":64,"box":{"x":482,"y":539,"width":18,"height":9}},{"id":"e40f9536-030b-4ef5-9b07-57026e4d28fa","block_type":"box","text":"approximately 400 securities) based on 60-day ADDTV are","page_number":64,"box":{"x":506,"y":538,"width":411,"height":12}},{"id":"fa69f17d-1a0c-4b18-a684-1292be5048c5","block_type":"box","text":"excluded.","page_number":64,"box":{"x":92,"y":553,"width":65,"height":10}},{"id":"32be2d4e-a008-40d5-a3a3-bd3f99d31d67","block_type":"box","text":"• Securities ranked within the top 20% highest risk or with missing data are excluded. Risk is defined as the 1-year","page_number":64,"box":{"x":59,"y":573,"width":824,"height":12}},{"id":"801baa67-3118-47f1-9480-85cbebc51ad2","block_type":"box","text":"trailing realized volatility of daily total returns. A minimum of 200 days of daily return observations are required to","page_number":64,"box":{"x":91,"y":588,"width":794,"height":13}},{"id":"fc951fc6-d101-43fc-8100-0f23ae42ffb7","block_type":"box","text":"calculate volatility.","page_number":64,"box":{"x":92,"y":603,"width":126,"height":13}},{"id":"176a9f1f-3696-4a50-a28d-773e9d0186da","block_type":"box","text":"• Securities ranked within the top 20% highest leverage or with missing data are excluded. Leverage is defined as total","page_number":64,"box":{"x":59,"y":623,"width":852,"height":13}},{"id":"cf982ed9-6ae4-4971-94cc-29948ac695bd","block_type":"box","text":"debt to total assets sourced from a third party data provider.","page_number":64,"box":{"x":92,"y":639,"width":420,"height":12}},{"id":"5fb74114-267a-463e-a55d-8d7ca4a9d4a7","block_type":"box","text":"• Also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares, warrants","page_number":64,"box":{"x":59,"y":659,"width":866,"height":12}},{"id":"c83045e3-3edb-4334-a06b-16c8d7ee4616","block_type":"box","text":"and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks, mutual funds,","page_number":64,"box":{"x":92,"y":674,"width":840,"height":12}},{"id":"87716869-5697-4b98-86b2-3038f8dd8d72","block_type":"box","text":"limited partnerships, and foreign stocks.","page_number":64,"box":{"x":92,"y":689,"width":280,"height":12}},{"id":"491d1ecc-8f7f-4ae8-8888-f3b59f220c04","block_type":"box","text":"To determine constituents exhibiting prominent value characteristics, the Underlying Index uses a “sentiment” screen.","page_number":64,"box":{"x":59,"y":715,"width":827,"height":13}},{"id":"eb3c6ead-0a3a-47b8-b69b-cac685b60b51","block_type":"box","text":"Securities with a negative sentiment score or missing data are excluded. A sentiment score is calculated using estimates for","page_number":64,"box":{"x":59,"y":731,"width":866,"height":12}},{"id":"532ec5e5-541d-4e18-a6c4-d3b1e415693b","block_type":"box","text":"earnings per share sourced from third party data providers. The sentiment score is calculated as follows:","page_number":64,"box":{"x":59,"y":746,"width":729,"height":12}},{"id":"68e43578-4c5e-4783-893b-ef3717f39b52","block_type":"box","text":"(Number of upgrades for earnings per share for current and next fiscal year - Number of downgrades for earnings per share","page_number":64,"box":{"x":60,"y":772,"width":865,"height":12}},{"id":"f0cb2fb0-2858-45f3-bd53-443045788a5e","block_type":"box","text":"for current and next fiscal year)/ Total number of estimates for earnings per share for current and next fiscal year.","page_number":64,"box":{"x":59,"y":787,"width":795,"height":13}},{"id":"803b97a5-bed3-48df-8980-88de8ccb4adc","block_type":"box","text":"Eligible securities are ranked by a weighted composite score of three value metrics (price-to-book (10%), price-to-earnings","page_number":64,"box":{"x":60,"y":814,"width":860,"height":12}},{"id":"5a723bf0-7424-4ea9-b18d-353c431d68eb","block_type":"box","text":"(30%) and price-to-cash flow from operations (60%)) (the “Composite Score”). The top 250 ranked stocks are selected and","page_number":64,"box":{"x":60,"y":829,"width":868,"height":12}},{"id":"1a6a3438-af25-4337-86fa-45de81281028","block_type":"box","text":"equally weighted to form a baseline or target composition (the “Target Index”). Industry exposure is capped so that the","page_number":64,"box":{"x":59,"y":844,"width":835,"height":12}},{"id":"8c93a510-41a7-46c6-a366-c8cadff0a53c","block_type":"box","text":"difference between an industry weight in the Target Index and in the Parent Index is less than 5%.","page_number":64,"box":{"x":59,"y":859,"width":683,"height":12}},{"id":"0f721120-5b88-4541-9fb3-6b47a0c75ad8","block_type":"box","text":"52","page_number":64,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"cf875313-9421-4a2b-b406-d73c32b251d3","block_type":"box","text":"The Underlying Index will be reviewed monthly, with changes being implemented after the close of the 6","page_number":65,"box":{"x":59,"y":67,"width":732,"height":12}},{"id":"f618d580-6a34-4163-8bba-22e04795d4d0","block_type":"box","text":"th","page_number":65,"box":{"x":792,"y":65,"width":10,"height":6}},{"id":"ad0e83b3-e5fd-45c1-b3ad-87dae435734c","block_type":"box","text":"business day.","page_number":65,"box":{"x":808,"y":67,"width":90,"height":12}},{"id":"81640f1e-e644-4c51-bb55-997082089c25","block_type":"box","text":"Changes arising from review are announced after the close of the 4","page_number":65,"box":{"x":59,"y":82,"width":471,"height":12}},{"id":"c03ac5fd-3eaf-41ca-9ca3-60cbdfba9376","block_type":"box","text":"th","page_number":65,"box":{"x":530,"y":80,"width":11,"height":6}},{"id":"b560fa7a-8d31-4c40-b6b5-e59238eb4f5e","block_type":"box","text":"business day. The Underlying Index is rebalanced to the","page_number":65,"box":{"x":547,"y":82,"width":387,"height":12}},{"id":"59b50801-0ea4-4a5c-b2c6-e0e1f719299a","block_type":"box","text":"Target Index if any of the following conditions are met:","page_number":65,"box":{"x":59,"y":97,"width":382,"height":12}},{"id":"c74adb3b-0c7c-4a26-864e-fe87a13113a3","block_type":"box","text":"• There is a greater than 10% difference between an industry weight in the Underlying Index and in the Parent Index.","page_number":65,"box":{"x":59,"y":117,"width":841,"height":12}},{"id":"87ae2a45-be9f-47f9-bd25-e71ef39345c5","block_type":"box","text":"• The Underlying Index’s Composite Score is less than 90% of the Target Index’s Composite Score.","page_number":65,"box":{"x":59,"y":137,"width":714,"height":13}},{"id":"aeb799ba-3c13-4038-8d41-ad61090ff852","block_type":"box","text":"• The Underlying Index has fewer than 200 securities.","page_number":65,"box":{"x":59,"y":157,"width":399,"height":13}},{"id":"834458a9-69bf-4442-bb2c-d5bad0a2c6a0","block_type":"box","text":"If no rebalance is triggered, the index weights and constituents remain unchanged.","page_number":65,"box":{"x":60,"y":184,"width":579,"height":12}},{"id":"540e78b9-9215-4ef3-907e-8afce19c2e91","block_type":"box","text":"A constituent will be removed from the Underlying Index if it is also removed from the Parent Index. The deletion will be","page_number":65,"box":{"x":59,"y":210,"width":838,"height":13}},{"id":"ee2c3654-9583-4625-81ed-5c008a1af757","block_type":"box","text":"concurrent with the deletion from the Parent Index and its weight will be distributed pro-rata amongst the remaining","page_number":65,"box":{"x":59,"y":225,"width":818,"height":13}},{"id":"c2df9bda-d776-48cd-ae6e-b18a87ce5fef","block_type":"box","text":"constituents. Thus, the number of securities in the Underlying Index over the year will fluctuate according to corporate","page_number":65,"box":{"x":59,"y":240,"width":831,"height":13}},{"id":"46733cd3-4f35-42b0-9f4f-675bc90c3c7c","block_type":"box","text":"activity.","page_number":65,"box":{"x":59,"y":257,"width":52,"height":11}},{"id":"ab83cbce-f764-4fad-8286-7211b1d4f5a7","block_type":"box","text":"Additions to the Parent Index will be considered for inclusion in the Underlying Index at the next review.","page_number":65,"box":{"x":59,"y":282,"width":725,"height":12}},{"id":"efe4584f-4ce2-4d76-9cc3-4366d2f39e0c","block_type":"box","text":"Russell 2000","page_number":65,"box":{"x":60,"y":308,"width":90,"height":10}},{"id":"7a9143a4-f928-4aae-b9fd-24f1bebd8fec","block_type":"box","text":"®","page_number":65,"box":{"x":151,"y":307,"width":9,"height":6}},{"id":"bd28fbec-6b02-4f58-912a-f2c62a38fe80","block_type":"box","text":"Growth Index","page_number":65,"box":{"x":165,"y":308,"width":98,"height":10}},{"id":"a0fd52fa-572e-4149-aca7-d4d411277af4","block_type":"box","text":"Number of Components: approximately 1,107","page_number":65,"box":{"x":60,"y":327,"width":327,"height":13}},{"id":"116b3c26-d0c1-4a86-9070-26e44f6789a6","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":350,"width":130,"height":12}},{"id":"ac37e084-7dde-4c2d-b187-f1030897c35a","block_type":"box","text":"The Russell 2000 Growth Index measures the performance of the small-capitalization growth sector of","page_number":65,"box":{"x":195,"y":350,"width":720,"height":12}},{"id":"25993203-dc16-48ca-834a-33bc3b11ae37","block_type":"box","text":"the U.S. equity market. It is a subset of the Russell 2000 Index. It is a style factor weighted index consisting of those issuers","page_number":65,"box":{"x":59,"y":365,"width":857,"height":13}},{"id":"e4dc92c6-9915-427b-abca-6055cd88579e","block_type":"box","text":"within the Russell 2000 Index that have higher price-to-book ratios, lower sales-per-share historical growth and lower","page_number":65,"box":{"x":59,"y":380,"width":824,"height":13}},{"id":"70e743b0-5e03-4ac4-af90-963424b0781a","block_type":"box","text":"forecasted growth, and represents approximately 50% of the total market value of the Russell 2000 Index. The Underlying","page_number":65,"box":{"x":59,"y":395,"width":851,"height":13}},{"id":"1a525565-011f-465d-9e19-17e6f9bbd956","block_type":"box","text":"Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":65,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"f91d820c-e688-4569-b6f0-e459fa85dfc4","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":65,"box":{"x":59,"y":426,"width":841,"height":12}},{"id":"5d4407e1-be65-493b-a23e-9eaffe93b8b5","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":65,"box":{"x":59,"y":441,"width":786,"height":12}},{"id":"efda8b95-ef64-4492-a464-a1bf6d24fe31","block_type":"box","text":"Russell 2000","page_number":65,"box":{"x":60,"y":467,"width":90,"height":10}},{"id":"de119df3-85e7-47c8-bf01-8e982e239130","block_type":"box","text":"®","page_number":65,"box":{"x":151,"y":466,"width":9,"height":6}},{"id":"ce6eea89-6c24-410e-813b-ad3cb776aa02","block_type":"box","text":"Value Index","page_number":65,"box":{"x":165,"y":467,"width":84,"height":10}},{"id":"6898c87c-e6c1-4479-800c-d7806c55fd39","block_type":"box","text":"Number of Components: approximately 1,410","page_number":65,"box":{"x":60,"y":486,"width":329,"height":12}},{"id":"ea5d87cf-a0a8-497e-9565-d05bf1d720a7","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":509,"width":130,"height":12}},{"id":"dfb43849-63d0-43eb-879c-ba09c1eab174","block_type":"box","text":"The Russell 2000 Value Index measures the performance of the small-capitalization value sector of the","page_number":65,"box":{"x":195,"y":509,"width":718,"height":12}},{"id":"bd530388-55f9-49b6-b57d-805384835675","block_type":"box","text":"U.S. equity market. It is a subset of the Russell 2000 Index. It is a style factor weighted index consisting of those issuers within","page_number":65,"box":{"x":60,"y":524,"width":877,"height":12}},{"id":"5711ac26-761a-420a-b0e7-b4dfc272b4d2","block_type":"box","text":"the Russell 2000 Index that have lower price-to-book ratios, lower sales-per-share historical growth and lower forecasted","page_number":65,"box":{"x":59,"y":539,"width":847,"height":12}},{"id":"e245bf07-8fb7-4031-b166-f08a013455dd","block_type":"box","text":"growth, and represents approximately 50% of the total market value of the Russell 2000 Index. The Underlying Index is","page_number":65,"box":{"x":59,"y":554,"width":832,"height":13}},{"id":"2191a446-c3f5-4c66-9f71-19fd29fbee24","block_type":"box","text":"rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At each","page_number":65,"box":{"x":60,"y":569,"width":823,"height":13}},{"id":"6bb29057-10a6-47a2-98df-2d994aa4c6b2","block_type":"box","text":"quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":65,"box":{"x":59,"y":584,"width":803,"height":13}},{"id":"57352b4b-3f6b-44af-9769-19dcf4d79ac7","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":65,"box":{"x":59,"y":600,"width":786,"height":12}},{"id":"56ea3e09-bdbf-4101-b90d-0ee4899dda17","block_type":"box","text":"Russell 3000","page_number":65,"box":{"x":60,"y":626,"width":90,"height":10}},{"id":"a7451657-6539-4919-9871-8fa1303e5ac0","block_type":"box","text":"®","page_number":65,"box":{"x":151,"y":624,"width":9,"height":6}},{"id":"bd0457c9-c3f2-4591-8bdb-e9d2e48cdbc8","block_type":"box","text":"Index","page_number":65,"box":{"x":166,"y":626,"width":39,"height":10}},{"id":"1e26c384-e785-4bed-8e84-d3e3413cecec","block_type":"box","text":"Number of Components: approximately 2,939","page_number":65,"box":{"x":60,"y":645,"width":331,"height":12}},{"id":"d5e4fbf0-47a7-4e59-935a-3b7475bee127","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":668,"width":130,"height":12}},{"id":"03f6bb77-c0f5-43d6-bfd3-848b951210e9","block_type":"box","text":"The Russell 3000 Index measures the performance of the broad U.S. equity market. It serves as the parent","page_number":65,"box":{"x":195,"y":668,"width":740,"height":12}},{"id":"f4f54822-5082-45b2-a445-4e7a8669613b","block_type":"box","text":"index for Russell 3000 Growth and Value Indexes as well as the Russell 1000 and Russell 2000 Indexes. It is a float-adjusted","page_number":65,"box":{"x":60,"y":683,"width":860,"height":12}},{"id":"4977fe9b-63ca-4d6f-9e41-9dcacc5a6bd7","block_type":"box","text":"capitalization-weighted index of the 3000 largest issuers determined to have the U.S. as their primary country of risk. The","page_number":65,"box":{"x":59,"y":698,"width":849,"height":12}},{"id":"ac066d15-7e4f-4a8b-9a4a-f1eadd1e6c3b","block_type":"box","text":"Russell 3000 Index represents approximately 97% of the market capitalization of listed U.S. equities and is a leading","page_number":65,"box":{"x":60,"y":713,"width":806,"height":12}},{"id":"eebd46cb-6edb-43cc-a3f1-b2d0dfd3a452","block_type":"box","text":"benchmark of the broad U.S. equity market.","page_number":65,"box":{"x":60,"y":728,"width":304,"height":12}},{"id":"3ee9271f-10e1-44f0-a41e-1624d9a879f4","block_type":"box","text":"Russell Microcap","page_number":65,"box":{"x":60,"y":754,"width":121,"height":13}},{"id":"e5a5579d-3b16-4367-a8aa-5758c18567fb","block_type":"box","text":"®","page_number":65,"box":{"x":182,"y":753,"width":9,"height":6}},{"id":"e12dcf64-14b5-4139-9834-68d9409adcd5","block_type":"box","text":"Index","page_number":65,"box":{"x":197,"y":754,"width":39,"height":10}},{"id":"99c2ee47-fb18-4630-9bf0-8df8b0a0af61","block_type":"box","text":"Number of Components: approximately 1,290","page_number":65,"box":{"x":60,"y":773,"width":330,"height":13}},{"id":"96e5210c-6399-4a58-a213-2cea75c055df","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":796,"width":130,"height":12}},{"id":"aa1dd8ca-5c11-4909-9885-372495f4c5a8","block_type":"box","text":"The Russell Microcap Index measures the performance of the microcap sector of the U.S. equity market.","page_number":65,"box":{"x":195,"y":796,"width":730,"height":12}},{"id":"1c82bb13-a888-4bbb-8bcf-a6ce445a8c42","block_type":"box","text":"The Russell Microcap Index consists of approximately the 1,000 smallest issuers in the Russell 3000 Index plus up to the next","page_number":65,"box":{"x":59,"y":811,"width":877,"height":13}},{"id":"700f7f85-142f-4643-80b2-8f006173ba35","block_type":"box","text":"smallest 1,000 issuers in the equity universe as determined by Russell. The Russell Microcap Index is a float-adjusted","page_number":65,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"7b46f7b6-e5c7-4e96-a5d4-f5ec071678e6","block_type":"box","text":"capitalization-weighted index and includes issuers ranging in total market capitalization from approximately $0.16 million to","page_number":65,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"1ff20f5e-2abb-4d09-8847-5712683cf145","block_type":"box","text":"$4.85 billion, though these amounts may change from time to time. The Russell Microcap Index includes issuers representing","page_number":65,"box":{"x":59,"y":857,"width":879,"height":12}},{"id":"138b0be2-4cc5-4017-8371-70cb46229bbe","block_type":"box","text":"less than approximately 2% of the total market capitalization of listed U.S. equity securities.","page_number":65,"box":{"x":60,"y":872,"width":637,"height":12}},{"id":"95925eac-3ea8-42f3-ae61-6d49ba31d0d9","block_type":"box","text":"53","page_number":65,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"edff9da3-dd87-43f7-bf39-7ede349e8e16","block_type":"box","text":"Russell Midcap","page_number":66,"box":{"x":60,"y":67,"width":107,"height":12}},{"id":"4cf7e54d-2b35-40fa-b941-6a21f2bf17f6","block_type":"box","text":"®","page_number":66,"box":{"x":168,"y":65,"width":9,"height":6}},{"id":"6e0238bc-0c21-4c3d-89d1-8e149e91f350","block_type":"box","text":"Index","page_number":66,"box":{"x":183,"y":67,"width":39,"height":9}},{"id":"b58f15bf-e21d-4294-ad66-09fed0901fcb","block_type":"box","text":"Number of Components: approximately 806","page_number":66,"box":{"x":60,"y":86,"width":317,"height":12}},{"id":"e3e8e248-85c9-480a-8df2-eb2ad959f63b","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":108,"width":130,"height":13}},{"id":"00382184-caf0-4ef4-b653-83a3e96a4ff3","block_type":"box","text":"The Russell Midcap Index is a float-adjusted capitalization-weighted index that measures the","page_number":66,"box":{"x":195,"y":108,"width":650,"height":13}},{"id":"e91c2434-f75c-4114-9438-da9a96521a20","block_type":"box","text":"performance of the mid-capitalization sector of the U.S. equity market. The Russell Midcap Index consists of 806 of the","page_number":66,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"62873758-fe2f-43d4-ae9d-dc0bcb64fbf3","block_type":"box","text":"smallest issuers in the Russell 1000 Index reflecting issuers which range in size between approximately $2.4 billion and $92.7","page_number":66,"box":{"x":59,"y":138,"width":872,"height":13}},{"id":"be5a0462-036a-4bf2-861f-8b46377dcab5","block_type":"box","text":"billion, though these amounts may change from time to time. The Russell Midcap Index represents approximately 24% of the","page_number":66,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"abf2a399-5d05-44bc-afd5-1644073fc133","block_type":"box","text":"total market capitalization of the Russell 1000 companies.","page_number":66,"box":{"x":59,"y":169,"width":404,"height":12}},{"id":"f6149897-6411-49a0-8c75-370fe8ca9049","block_type":"box","text":"Russell Midcap","page_number":66,"box":{"x":60,"y":195,"width":107,"height":12}},{"id":"491a5c79-ed59-4a3c-9518-40c6650bdf42","block_type":"box","text":"®","page_number":66,"box":{"x":168,"y":193,"width":9,"height":7}},{"id":"8d342d7e-5923-4943-94e4-11992741e4f4","block_type":"box","text":"Growth Index","page_number":66,"box":{"x":182,"y":195,"width":98,"height":10}},{"id":"3d2744de-9c65-4a30-b6df-e3a1e081ac0e","block_type":"box","text":"Number of Components: approximately 277","page_number":66,"box":{"x":60,"y":214,"width":317,"height":12}},{"id":"d81af679-b16c-4cac-8e77-06c3af5670e0","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":237,"width":130,"height":12}},{"id":"91a74fdc-80a1-4abd-a0b3-678405373996","block_type":"box","text":"The Russell Midcap Growth Index is a style factor weighted index that measures the performance of the","page_number":66,"box":{"x":195,"y":237,"width":728,"height":12}},{"id":"83cfd04b-c7ea-4716-a991-49a7bb6d831f","block_type":"box","text":"mid-capitalization growth sector of the U.S. equity market. It is a subset of the Russell Midcap Index, representing","page_number":66,"box":{"x":60,"y":252,"width":792,"height":12}},{"id":"65f5205d-90c6-4abe-83b3-542dec0ef67b","block_type":"box","text":"approximately 29% of the total market value of the Russell Midcap Index. The Underlying Index measures the performance of","page_number":66,"box":{"x":59,"y":267,"width":880,"height":12}},{"id":"b78e14ce-f1e2-4c4b-bd29-9a303e68e4fe","block_type":"box","text":"those Russell Midcap Index issuers with higher PB ratios and higher forecasted growth. The Underlying Index is rebalanced","page_number":66,"box":{"x":59,"y":282,"width":859,"height":12}},{"id":"3a18bdbb-65c4-41aa-8482-8eed8e2c8167","block_type":"box","text":"quarterly after the close of business on the third Friday of March, June, September, and December. At each quarterly","page_number":66,"box":{"x":59,"y":297,"width":811,"height":13}},{"id":"334b1566-e494-4227-9acf-d99b787fd580","block_type":"box","text":"rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all companies","page_number":66,"box":{"x":60,"y":312,"width":816,"height":13}},{"id":"24071129-4221-4bbf-b933-971ac617d98f","block_type":"box","text":"exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":66,"box":{"x":59,"y":327,"width":705,"height":13}},{"id":"a87d4568-03d9-4c72-b4ea-998bb81b025c","block_type":"box","text":"Russell Midcap","page_number":66,"box":{"x":60,"y":354,"width":107,"height":12}},{"id":"3c268f75-a150-4824-bf50-70db8ecf1b45","block_type":"box","text":"®","page_number":66,"box":{"x":168,"y":352,"width":9,"height":6}},{"id":"77041e6e-6ccf-4cd8-88de-3da0192112e4","block_type":"box","text":"Value Index","page_number":66,"box":{"x":182,"y":354,"width":85,"height":10}},{"id":"79df65df-e2d4-4158-91e6-d1b40806b1c6","block_type":"box","text":"Number of Components: approximately 713","page_number":66,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"e1c9c1ff-d47f-4245-a129-a5d434fde3de","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":395,"width":130,"height":13}},{"id":"ebcde7d3-512a-4385-b83e-86bf8210ff94","block_type":"box","text":"The Russell Midcap Value Index is a float-adjusted capitalization-weighted index that measures the","page_number":66,"box":{"x":195,"y":395,"width":693,"height":13}},{"id":"3ba34e80-b515-4860-962f-715f45f61516","block_type":"box","text":"performance of the mid-capitalization value sector of the U.S. equity market. It is a subset of the Russell Midcap Index,","page_number":66,"box":{"x":59,"y":411,"width":827,"height":12}},{"id":"71881a31-d74a-4f3b-99fe-d30175a47f8d","block_type":"box","text":"representing approximately 71% of the total market value of the Russell Midcap Index. The Underlying Index measures the","page_number":66,"box":{"x":60,"y":426,"width":856,"height":12}},{"id":"f42ee77c-863c-4f4a-ba67-5b35b17ae07c","block_type":"box","text":"performance of those Russell Midcap Index issuers with lower PB ratios and lower forecasted growth. The Underlying Index is","page_number":66,"box":{"x":59,"y":441,"width":878,"height":12}},{"id":"c08c89a9-073c-4853-918c-b1566f436000","block_type":"box","text":"rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At each","page_number":66,"box":{"x":60,"y":456,"width":823,"height":12}},{"id":"204be142-511c-48b5-854c-f6aa8e6f4430","block_type":"box","text":"quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":66,"box":{"x":59,"y":471,"width":803,"height":12}},{"id":"bd8f7662-9ac4-49f1-9672-82b8599580a6","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":66,"box":{"x":59,"y":486,"width":786,"height":12}},{"id":"ca6ee5ad-20fe-496e-b0ff-9d086c84f501","block_type":"box","text":"Russell Texas Equity Index","page_number":66,"box":{"x":60,"y":513,"width":188,"height":12}},{"id":"0ee32665-e4a3-49f3-be22-1385919d31e1","block_type":"box","text":"Number of Components: approximately 193","page_number":66,"box":{"x":60,"y":531,"width":316,"height":13}},{"id":"33a4a496-7819-4472-a51b-d9ce21758c3e","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":554,"width":130,"height":13}},{"id":"25573e0d-336f-47e2-b9c8-ed9b858aa88c","block_type":"box","text":"The Russell Texas Equity Index is designed to measure the performance of equity securities of U.S.","page_number":66,"box":{"x":195,"y":554,"width":687,"height":13}},{"id":"0c0ac4c4-07f1-4b5a-804a-acace558a2cf","block_type":"box","text":"companies headquartered in the State of Texas, as determined by FTSE Russell (the “Index Provider” or “Russell”). The","page_number":66,"box":{"x":59,"y":569,"width":829,"height":13}},{"id":"32808ea1-576f-411f-ba15-d908bf3a339f","block_type":"box","text":"Underlying Index is a subset of the Russell 3000 Index, which measures the performance of the broad U.S. equity market, as","page_number":66,"box":{"x":60,"y":584,"width":866,"height":13}},{"id":"96ddf0d7-f5f6-4fc3-99be-cc0035e57b82","block_type":"box","text":"defined by Russell.","page_number":66,"box":{"x":59,"y":600,"width":129,"height":12}},{"id":"754b2733-ca4c-485f-848a-34ec48773790","block_type":"box","text":"Index Methodology.","page_number":66,"box":{"x":60,"y":626,"width":143,"height":12}},{"id":"8e0e373b-b8ae-42d4-b280-cdbbc04efc43","block_type":"box","text":"To be eligible for the Underlying Index, at each rebalance date, a security must be included in the Russell","page_number":66,"box":{"x":208,"y":626,"width":729,"height":12}},{"id":"42b781f8-2da0-4f79-8fee-5aa777cd0542","block_type":"box","text":"3000 Index, have a float-adjusted market capitalization of at least $500 million, and have a three-month daily value traded of","page_number":66,"box":{"x":59,"y":641,"width":873,"height":12}},{"id":"efbefb59-86c4-491c-9715-7426d7f75b38","block_type":"box","text":"at least $3 million. However, an initial public offering that is included in the Russell 3000 Index pursuant to Russell’s fast entry","page_number":66,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"eff2e458-6fc8-49b1-8e5c-677aec7d54c1","block_type":"box","text":"rules (“Fast Entry IPO”) is not measured against this daily volume average until it has traded for longer than three months.","page_number":66,"box":{"x":60,"y":671,"width":852,"height":13}},{"id":"7d4e3b29-49aa-468e-92f2-72eb44e17267","block_type":"box","text":"Eligible securities of companies that are headquartered in the State of Texas, as determined by Russell, are selected for","page_number":66,"box":{"x":60,"y":686,"width":827,"height":13}},{"id":"06878e54-7c18-41e7-a754-d38c20edee3c","block_type":"box","text":"inclusion in the Underlying Index and weighted by float-adjusted market capitalization.","page_number":66,"box":{"x":60,"y":702,"width":606,"height":12}},{"id":"f24338b5-101f-4b18-8932-dfebd9601a02","block_type":"box","text":"The Underlying Index is reconstituted and rebalanced quarterly, at the close of the fourth Friday in June and the third Friday","page_number":66,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"5078bf45-ebe2-4ff1-96bb-318d1e6af3af","block_type":"box","text":"of March, September and December. A Fast Entry IPO, however, is added to the Underlying Index when it is added to the","page_number":66,"box":{"x":59,"y":743,"width":840,"height":12}},{"id":"9637e696-5649-4a4d-b1c0-fefef17cf4a6","block_type":"box","text":"Russell 3000 Index.","page_number":66,"box":{"x":60,"y":758,"width":133,"height":10}},{"id":"3fa54198-da62-4e71-946c-74e78653daf8","block_type":"box","text":"The Underlying Index uses a capping methodology at each quarterly rebalance that limits the (1) weight of any single","page_number":66,"box":{"x":59,"y":785,"width":822,"height":12}},{"id":"d87e3cd2-4feb-43e5-a974-067811ae6d87","block_type":"box","text":"security to a maximum of 10% of the Underlying Index weight and (2) sum of all companies with a weight above 4.5% to an","page_number":66,"box":{"x":59,"y":800,"width":871,"height":12}},{"id":"83244102-fec8-4548-90eb-3bf98feb2934","block_type":"box","text":"aggregate of 45% of the Underlying Index weight.","page_number":66,"box":{"x":59,"y":815,"width":349,"height":12}},{"id":"a6ad4b0b-85ae-4c8b-8e38-3651f7642b5d","block_type":"box","text":"Russell Top 200","page_number":66,"box":{"x":60,"y":841,"width":112,"height":13}},{"id":"053fb426-81e8-48fd-885a-c958b89b7e10","block_type":"box","text":"®","page_number":66,"box":{"x":173,"y":840,"width":9,"height":6}},{"id":"e6d2ccd1-d165-40ba-9925-1a31ba941359","block_type":"box","text":"Index","page_number":66,"box":{"x":188,"y":841,"width":39,"height":10}},{"id":"fa30a79f-c5b0-4d7f-8d23-0a4b5a0125d9","block_type":"box","text":"Number of Components: approximately 200","page_number":66,"box":{"x":60,"y":868,"width":317,"height":12}},{"id":"15cf6e86-2998-4d5f-891d-9a4fc24e473e","block_type":"box","text":"54","page_number":66,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6c748a04-a68a-4db8-b65f-24429afe10a5","block_type":"box","text":"Index Description.","page_number":67,"box":{"x":60,"y":67,"width":130,"height":12}},{"id":"767c376d-cb9b-4d27-b111-d0208867f1a6","block_type":"box","text":"The Russell Top 200 Index measures the performance of the largest capitalization sector of the U.S. equity","page_number":67,"box":{"x":195,"y":67,"width":743,"height":12}},{"id":"3d58d405-b822-483c-9258-f8ae92ae3694","block_type":"box","text":"market. It is a float-adjusted capitalization-weighted index consisting of approximately 200 of the largest issuers in the","page_number":67,"box":{"x":60,"y":82,"width":828,"height":12}},{"id":"c61ac3a2-a427-4954-b506-6479a356c92b","block_type":"box","text":"Russell 3000 Index. The Russell Top 200 Index represents approximately 69% of the total market capitalization of all publicly","page_number":67,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"c3a9292f-565f-466c-91e5-fc49c3cc859a","block_type":"box","text":"traded U.S. equity securities.","page_number":67,"box":{"x":59,"y":112,"width":197,"height":12}},{"id":"36d05dd3-495e-4c58-96bb-f69040ce3532","block_type":"box","text":"Russell Top 200","page_number":67,"box":{"x":60,"y":138,"width":112,"height":13}},{"id":"52658f94-aded-4ae1-ae68-460e9bbee881","block_type":"box","text":"®","page_number":67,"box":{"x":173,"y":137,"width":9,"height":6}},{"id":"0021faee-24e1-4e17-833b-825ef344a640","block_type":"box","text":"Growth Index","page_number":67,"box":{"x":187,"y":138,"width":98,"height":10}},{"id":"bf11b1d0-c739-4b73-919b-05da7b559fa0","block_type":"box","text":"Number of Components: approximately 110","page_number":67,"box":{"x":60,"y":165,"width":315,"height":12}},{"id":"261599be-585a-4839-b35e-bd663602436d","block_type":"box","text":"Index Description","page_number":67,"box":{"x":60,"y":191,"width":126,"height":13}},{"id":"c13ba292-c0d0-42a7-8c6c-131d984588b9","block_type":"box","text":". The Russell Top 200 Growth Index measures the largest capitalization growth sector of the U.S. equity","page_number":67,"box":{"x":188,"y":191,"width":721,"height":13}},{"id":"0d909f25-cbcb-43dd-bf9c-cef5ebdb4420","block_type":"box","text":"market. It is a subset of the Russell Top 200 Index, which consists of approximately the 200 largest issuers in the Russell 3000","page_number":67,"box":{"x":60,"y":206,"width":878,"height":13}},{"id":"41a032f8-4a3b-4b7b-abf4-4e2c79b0520e","block_type":"box","text":"Index. The Underlying Index is a float-adjusted capitalization-weighted index consisting of those issuers within the Russell","page_number":67,"box":{"x":60,"y":222,"width":853,"height":12}},{"id":"ceee14a5-7e2d-4941-8974-652e8a86f205","block_type":"box","text":"Top 200 Index that have higher PB ratios and higher forecasted growth, and represents approximately 62% of the total","page_number":67,"box":{"x":59,"y":237,"width":829,"height":12}},{"id":"05edaeff-cc90-4cb5-98e0-4ec842050239","block_type":"box","text":"market value of the Russell Top 200 Index. Many issuers are represented in both the Russell Top 200 Growth Index and the","page_number":67,"box":{"x":60,"y":252,"width":857,"height":12}},{"id":"c37243fa-56cf-45b0-b732-619a310b7390","block_type":"box","text":"Russell Top 200 Value Index. The Underlying Index is rebalanced quarterly after the close of business on the third Friday of","page_number":67,"box":{"x":60,"y":267,"width":856,"height":12}},{"id":"c258c0da-d6c2-4589-b3f0-d2fabc28da35","block_type":"box","text":"March, June, September, and December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of","page_number":67,"box":{"x":59,"y":282,"width":879,"height":12}},{"id":"788cf934-af37-4573-8b72-82ee642ea9f7","block_type":"box","text":"the index weight and the weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the","page_number":67,"box":{"x":59,"y":297,"width":865,"height":13}},{"id":"a3d37fbc-e94c-451d-b8b4-5b607766e805","block_type":"box","text":"index weight in aggregate.","page_number":67,"box":{"x":60,"y":312,"width":184,"height":13}},{"id":"7555751a-2c48-411f-9ba3-f5793513c0e7","block_type":"box","text":"Russell Top 200","page_number":67,"box":{"x":60,"y":339,"width":112,"height":12}},{"id":"c5c757d9-b5f8-49d4-a354-a1886a27ce26","block_type":"box","text":"®","page_number":67,"box":{"x":173,"y":337,"width":9,"height":6}},{"id":"5f4516a6-b096-4a1e-b303-11f995f23078","block_type":"box","text":"Value Index","page_number":67,"box":{"x":187,"y":339,"width":84,"height":9}},{"id":"9c0d9fa9-aa66-44b1-b178-55eaf3cba2fe","block_type":"box","text":"Number of Components: approximately 154","page_number":67,"box":{"x":60,"y":365,"width":317,"height":13}},{"id":"b0a465f2-2986-45d3-a8a5-9b0959b843db","block_type":"box","text":"Index Description.","page_number":67,"box":{"x":60,"y":392,"width":130,"height":12}},{"id":"1d368bfd-4c51-4219-aa16-a1655eee3c49","block_type":"box","text":"The Russell Top 200 Value Index measures the largest capitalization value sector of the U.S. equity","page_number":67,"box":{"x":195,"y":392,"width":687,"height":12}},{"id":"886b04a3-3017-4c7e-aa28-c83267975b4f","block_type":"box","text":"market. It is a subset of the Russell Top 200 Index, which consists of approximately the 200 largest issuers in the Russell 3000","page_number":67,"box":{"x":60,"y":407,"width":878,"height":12}},{"id":"6e6a210a-5960-4d7c-a19a-e6413d3219a9","block_type":"box","text":"Index. The Underlying Index is a style factor weighted index consisting of those issuers within the Russell Top 200 Index that","page_number":67,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"eb093158-40b5-44b6-8ba4-bccedfc661b5","block_type":"box","text":"have lower PB ratios and lower forecasted growth, and represents approximately 38% of the total market value of the Russell","page_number":67,"box":{"x":60,"y":437,"width":872,"height":12}},{"id":"35b2e78d-d50a-44cc-904c-d6ec4daa6739","block_type":"box","text":"Top 200 Index. Many issuers are represented in both the Russell Top 200 Growth Index and the Russell Top 200 Value Index.","page_number":67,"box":{"x":59,"y":452,"width":868,"height":12}},{"id":"0197de00-cf05-42e3-b87f-944c16beced1","block_type":"box","text":"The Underlying Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and","page_number":67,"box":{"x":59,"y":467,"width":857,"height":13}},{"id":"23e4ffd9-443c-488a-acb3-bdce00e16c58","block_type":"box","text":"December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the","page_number":67,"box":{"x":60,"y":482,"width":850,"height":13}},{"id":"a567eda6-7c4f-43ca-9b80-2330580f8155","block_type":"box","text":"weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":67,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"9e6f5281-a474-4620-98f7-a5c628aba0d9","block_type":"box","text":"The S&P Indexes","page_number":67,"box":{"x":59,"y":528,"width":280,"height":24}},{"id":"dbaf985d-10bb-43d9-8c37-726f7b1425ab","block_type":"box","text":"Component Selection Criteria for Domestic Indexes.","page_number":67,"box":{"x":59,"y":569,"width":375,"height":13}},{"id":"ee38b229-8e08-4b7e-b7e3-17a926f1ed2b","block_type":"box","text":"S&P Dow Jones Indices LLC’s (“SPDJI”) various Index Committees are","page_number":67,"box":{"x":439,"y":569,"width":483,"height":13}},{"id":"c2bf4dfb-8538-41f0-b204-27da94c377e9","block_type":"box","text":"responsible for the overall management of SPDJI’s indices (“S&P DJI Indices”). Issuers (","page_number":67,"box":{"x":60,"y":584,"width":604,"height":13}},{"id":"21e4d5ab-fbd8-4420-982a-80e1bcfec811","block_type":"box","text":"i.e","page_number":67,"box":{"x":665,"y":585,"width":15,"height":9}},{"id":"0983a53f-06b4-487b-a5ca-1fa6633bcf1d","block_type":"box","text":"., the “components”) selected for the","page_number":67,"box":{"x":681,"y":584,"width":257,"height":13}},{"id":"6b955cb4-e646-4ccc-b065-fdfb408b7eef","block_type":"box","text":"S&P U.S. indexes represent a broad range of industry segments within the U.S. economy. The starting universe of publicly","page_number":67,"box":{"x":59,"y":600,"width":848,"height":12}},{"id":"8c0d9a2d-351b-4f57-bd6d-6051086099b7","block_type":"box","text":"traded U.S. issuers classified by the Global Industry Classification Standard (GICS","page_number":67,"box":{"x":59,"y":615,"width":564,"height":12}},{"id":"0aca535f-5da2-464d-be18-965894f9ee78","block_type":"box","text":"®","page_number":67,"box":{"x":624,"y":613,"width":9,"height":6}},{"id":"1a3b1ffd-8e8a-4da3-b32a-9e32a97fdf84","block_type":"box","text":") is screened to eliminate ADRs, mutual","page_number":67,"box":{"x":634,"y":615,"width":275,"height":12}},{"id":"9c2e0ea3-8443-48b3-8e3a-b546cf28b5d1","block_type":"box","text":"funds, limited partnerships, royalty trusts, certain holding issuers, OTC bulletin board issues, pink sheet-listed issues, closed","page_number":67,"box":{"x":59,"y":630,"width":869,"height":12}},{"id":"ad7c50ca-e43b-4022-9262-7a52a64a0003","block_type":"box","text":"end funds, ETFs and tracking stocks. REITs, except for mortgage REITs, are eligible for inclusion in the Indexes. The stock of","page_number":67,"box":{"x":59,"y":645,"width":863,"height":12}},{"id":"a6d7f4a9-b339-4ddb-924f-9f7c7d84b114","block_type":"box","text":"each constituent must trade on either the NYSE, the NYSE Amex Equities or on Nasdaq. Additionally, only one share class per","page_number":67,"box":{"x":59,"y":660,"width":874,"height":12}},{"id":"02e79fa7-32f7-419d-82c0-435536b522a2","block_type":"box","text":"constituent will be included in an Index. The share class is selected by SPDJI and is generally defined as the largest, most","page_number":67,"box":{"x":59,"y":675,"width":841,"height":12}},{"id":"4c368588-b13a-4bed-98f6-6e1106f2e830","block_type":"box","text":"liquid share class. Issuers with multiple share classes will have the classes combined for purposes of calculation of market","page_number":67,"box":{"x":60,"y":690,"width":852,"height":13}},{"id":"cda4c3f8-ccd8-49bf-a84c-aa40b4651834","block_type":"box","text":"capitalization. The following criteria are then analyzed to determine an issuer’s eligibility for inclusion in the S&P Indexes: (i)","page_number":67,"box":{"x":59,"y":705,"width":863,"height":13}},{"id":"4c758a87-8d70-4811-9ce3-73ec366a46ce","block_type":"box","text":"ownership of an issuer’s outstanding common stock, in order to screen out closely held issuers; (ii) trading volume of an","page_number":67,"box":{"x":59,"y":720,"width":843,"height":13}},{"id":"240c64b7-873b-4b1e-acf8-dbf115d10263","block_type":"box","text":"issuer’s shares, in order to ensure ample liquidity and efficient share pricing; and (iii) the financial and operating condition of","page_number":67,"box":{"x":60,"y":736,"width":871,"height":12}},{"id":"6744180a-f82c-475c-9936-84a97143c946","block_type":"box","text":"an issuer.","page_number":67,"box":{"x":59,"y":752,"width":64,"height":8}},{"id":"325cfd16-e452-44cb-8181-04b6eddc07b5","block_type":"box","text":"The S&P DJI’s Indices are capitalization-weighted, based on the following formula: number of outstanding shares of a","page_number":67,"box":{"x":59,"y":777,"width":819,"height":13}},{"id":"364ebc85-d501-4fc9-b274-46358af6952d","block_type":"box","text":"constituent (as determined by the float-adjusted market capitalization using SPDJI’s methodology) multiplied by the","page_number":67,"box":{"x":59,"y":792,"width":811,"height":13}},{"id":"332684f1-5f0c-48a1-9f43-4e0fe823647e","block_type":"box","text":"constituent’s share price. Issuers with float-adjusted market capitalizations below certain thresholds are not eligible for the","page_number":67,"box":{"x":59,"y":807,"width":858,"height":13}},{"id":"0b486d5c-aa9e-4e94-8652-2ce9a8afe557","block_type":"box","text":"Indexes. In addition, the market capitalization of an issuer eligible for inclusion typically must be greater than the Index’s","page_number":67,"box":{"x":60,"y":823,"width":840,"height":12}},{"id":"71d074d1-89c3-4349-b400-2a8f22ba4b5f","block_type":"box","text":"minimum market capitalization at the time it is being considered for Index inclusion. The market capitalizations of an Index’s","page_number":67,"box":{"x":60,"y":838,"width":870,"height":12}},{"id":"a347ae8b-b8b9-4cdc-8f12-fa2fef87b7a6","block_type":"box","text":"components are adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions","page_number":67,"box":{"x":59,"y":853,"width":869,"height":12}},{"id":"93242c67-3d85-4c18-b4f7-056f13ed875e","block_type":"box","text":"and other capital events. The market capitalizations of an Index’s constituent are adjusted for all strategic holdings, including","page_number":67,"box":{"x":59,"y":868,"width":874,"height":12}},{"id":"12f07c74-b672-44d4-9956-7c012c96a286","block_type":"box","text":"private, corporate, and government holdings.","page_number":67,"box":{"x":59,"y":883,"width":315,"height":12}},{"id":"efa0fd07-5bb4-4853-9135-d22a37193870","block_type":"box","text":"55","page_number":67,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"8b8f2092-9000-4e93-8143-e28b78564072","block_type":"box","text":"To be eligible for the S&P Total Market Index (“TMI”), which is the starting universe for certain of the underlying indexes,","page_number":68,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"1c32a89f-b052-4a67-b01b-50618d14224f","block_type":"box","text":"issuers must have an investable weight factor (“IWF”) of at least 0.10, as calculated by the Index Provider, or a float-adjusted","page_number":68,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"b45da90a-e809-4b03-a2cc-1ecdb68b6922","block_type":"box","text":"market capitalization greater than or equal to 10% of the total company-level market capitalization of the 100th largest","page_number":68,"box":{"x":60,"y":97,"width":832,"height":12}},{"id":"d9de509a-1091-42ef-b5f1-a88ad570f1ef","block_type":"box","text":"company in the index, ranked by total market capitalization as of a particular reference date (together, the “IWF","page_number":68,"box":{"x":59,"y":112,"width":778,"height":12}},{"id":"18965140-e993-4995-ae7d-ea00b0af3307","block_type":"box","text":"Requirements”). The IWF is the percentage of a company’s available float shares divided by total shares outstanding.","page_number":68,"box":{"x":60,"y":127,"width":814,"height":12}},{"id":"ff610afa-ddd8-43a8-b394-ee1b2d47e011","block_type":"box","text":"IPO Fast Entry.","page_number":68,"box":{"x":60,"y":154,"width":102,"height":12}},{"id":"5c6d0d86-2068-4ac2-9c2f-d5ed21ee6c1f","block_type":"box","text":"Certain large initial public offerings (“IPOs”) may be eligible for fast track entry into the TMI (“fast track","page_number":68,"box":{"x":167,"y":154,"width":722,"height":12}},{"id":"a816667c-1604-4da6-a854-cb6d06caf6c9","block_type":"box","text":"IPOs”). Only newly public IPOs and IPO direct placement listings are eligible for fast track entry. A newly public IPO must have","page_number":68,"box":{"x":60,"y":169,"width":877,"height":12}},{"id":"38b7e04e-beb8-49a7-bf99-87fca05606bd","block_type":"box","text":"a float-adjusted market capitalization of at least $2 billion, calculated using the shares offered and the closing price on the","page_number":68,"box":{"x":59,"y":184,"width":853,"height":12}},{"id":"ae1d82a4-eb33-457c-85ff-4f35202ac73c","block_type":"box","text":"first day of trading on an eligible exchange. A direct placement listing IPO must have a float-adjusted market capitalization of","page_number":68,"box":{"x":59,"y":199,"width":876,"height":12}},{"id":"b408003f-dbca-4109-b373-01e0f520fe10","block_type":"box","text":"at least $2 billion, calculated using the shares available to the public as determined by its IWF and its closing price on the first","page_number":68,"box":{"x":59,"y":214,"width":876,"height":12}},{"id":"9c879ae4-dda1-448b-a039-801029cdb400","block_type":"box","text":"day of trading on an eligible exchange. A fast track IPO must meet all other applicable index eligibility rules (including the","page_number":68,"box":{"x":59,"y":229,"width":848,"height":12}},{"id":"4b1df14e-14d5-4227-97c5-67f504f92227","block_type":"box","text":"IWF Requirements), except for the liquidity requirement. Once the Index Provider announces that an IPO is eligible for fast","page_number":68,"box":{"x":60,"y":244,"width":852,"height":13}},{"id":"826de609-2dea-418a-ae89-a46963e2c2af","block_type":"box","text":"track entry, the security will be added to the index with five business days’ lead time. However, if a fast track IPO would be","page_number":68,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"6a970988-d867-413e-9854-a1c8ea2f18d6","block_type":"box","text":"added during a quarterly rebalance freeze period, it may instead be added on the rebalance effective date at the discretion of","page_number":68,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"cb64a2a3-f11d-45ec-897f-ee51f5bc41cc","block_type":"box","text":"the Index Provider.","page_number":68,"box":{"x":59,"y":290,"width":129,"height":9}},{"id":"6a552a48-f95f-46e4-b869-c6c04e65af26","block_type":"box","text":"Component Selection Criteria for International Indexes.","page_number":68,"box":{"x":59,"y":316,"width":399,"height":12}},{"id":"e7a1245f-3d24-4f6f-b85b-f7b6dee27467","block_type":"box","text":"Stocks are eligible for the S&P Global Indices if they meet criteria for","page_number":68,"box":{"x":464,"y":316,"width":475,"height":12}},{"id":"2b7f15bd-037b-4475-b098-2b2a2b45544d","block_type":"box","text":"size, liquidity, profitability, and sector and market representation. Each of the S&P Global Indices is balanced across country","page_number":68,"box":{"x":59,"y":331,"width":859,"height":13}},{"id":"68151b60-e350-470b-8d29-259cccf2dde7","block_type":"box","text":"and sector weights in the region/market. The S&P Global Indices begin with an eligible investable universe of stocks covering","page_number":68,"box":{"x":59,"y":346,"width":875,"height":13}},{"id":"77cba61b-696f-407b-a1b5-b4e2c92960f8","block_type":"box","text":"approximately 95% of each country’s total market capitalization. In some cases, the S&P Global Indexes may include ADRs","page_number":68,"box":{"x":59,"y":361,"width":857,"height":13}},{"id":"03f6e171-9034-4542-9355-f226e906b2dd","block_type":"box","text":"and GDRs. Stocks with relatively small market capitalization or insufficient liquidity are excluded by SPDJI. To identify a","page_number":68,"box":{"x":59,"y":377,"width":826,"height":12}},{"id":"d37806d5-dc58-4b0d-a82a-e64b37e3ed80","block_type":"box","text":"candidate pool for index constituent selection, all stocks are carefully examined using a set of general criteria. The specific","page_number":68,"box":{"x":59,"y":392,"width":854,"height":12}},{"id":"f660a260-0e11-4319-9c3a-41a2b49811b5","block_type":"box","text":"securities are then screened for industry sector classification; thus, the eligible securities are ranked according to GICS. Then,","page_number":68,"box":{"x":59,"y":407,"width":873,"height":12}},{"id":"867a9f4e-0cf3-4e77-a7e3-fd0e80dea525","block_type":"box","text":"the Index components, now determined, are weighted on the basis of SPDJI’s float-adjusted, market capitalization","page_number":68,"box":{"x":59,"y":422,"width":796,"height":12}},{"id":"3a05eaa7-e7ab-4fba-93f3-a9086eec6a90","block_type":"box","text":"methodology. Generally, SPDJI observes a prospective constituent’s liquidity over a period of at least twelve months before","page_number":68,"box":{"x":60,"y":437,"width":853,"height":12}},{"id":"dc6a1449-f098-4013-bb74-2d12be8588f6","block_type":"box","text":"consideration for inclusion. However, there may be extraordinary situations when issuers should be added immediately (e.g.,","page_number":68,"box":{"x":59,"y":452,"width":871,"height":12}},{"id":"b33a94df-d409-4540-a309-6e342dc8bcac","block_type":"box","text":"certain privatizations). When a particular issuer dominates its home market, it may be excluded from an Index if analysis of","page_number":68,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"45b1eb37-40bd-4113-b156-6750a7788b71","block_type":"box","text":"the sectors reveals that its securities are not as liquid as those of similar issuers in other countries. Once a year, the float","page_number":68,"box":{"x":59,"y":482,"width":838,"height":13}},{"id":"1f5ed32d-441c-495b-af38-face79aa25d4","block_type":"box","text":"adjustments will be reviewed and potentially changed based on such review. The values of an Index’s components area","page_number":68,"box":{"x":59,"y":497,"width":834,"height":13}},{"id":"db0d5737-64bf-4d25-9efe-edc6fbdf0d3f","block_type":"box","text":"adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions and other capital","page_number":68,"box":{"x":59,"y":513,"width":872,"height":12}},{"id":"aedc632d-401d-4dae-81c7-17f9a830e3db","block_type":"box","text":"events. The market capitalization of index constituent issuers is adjusted for all strategic holdings, including private,","page_number":68,"box":{"x":59,"y":528,"width":809,"height":12}},{"id":"14b9aacb-92f9-4602-989a-dcbf661d6470","block_type":"box","text":"corporate, and government holdings.","page_number":68,"box":{"x":59,"y":543,"width":260,"height":12}},{"id":"354417b5-892a-4713-b700-896e78cbd668","block_type":"box","text":"With respect to the non-U.S. components of the S&P Global Indexes, the eligible universe of index components that are","page_number":68,"box":{"x":59,"y":569,"width":834,"height":13}},{"id":"83d9501b-2c0d-4e89-8d74-26fe43c565f1","block_type":"box","text":"considered for inclusion are from the following S&P DJI Indices:(i) the S&P/TSX 60 (Toronto Stock Exchange), which","page_number":68,"box":{"x":59,"y":584,"width":813,"height":13}},{"id":"a793b3bc-fc87-4663-b2c5-b16ef2324b90","block_type":"box","text":"represents the liquid, large-cap stocks of the publicly listed issuers in the Canadian equities market;(ii) the S&P/TOPIX 150","page_number":68,"box":{"x":60,"y":600,"width":855,"height":12}},{"id":"c1e0e2f7-a0df-49bb-9ecf-4d93df2b8d27","block_type":"box","text":"(Tokyo Stock Exchange) which represents the liquid, large-cap stocks of the publicly listed issuers in the Japanese equities","page_number":68,"box":{"x":60,"y":615,"width":852,"height":12}},{"id":"b9a01993-5096-481d-8c06-0addda104730","block_type":"box","text":"market;(iii) S&P/ASX All-Australian 50 Index (Australian Stock Exchange), which represents the liquid, large-cap stocks in","page_number":68,"box":{"x":60,"y":630,"width":851,"height":12}},{"id":"573c7b08-9633-46bd-96e1-38404e9c0a5b","block_type":"box","text":"the Australian equities market;(iv) the S&P Asia 50, which represents the liquid, large-cap stocks of four major equities","page_number":68,"box":{"x":59,"y":645,"width":829,"height":12}},{"id":"4eaf97ab-72cf-450e-9237-a74474fb7880","block_type":"box","text":"markets in Asia (Hong Kong, South Korea, Taiwan and Singapore);(v) the S&P Latin America 40, which represents the liquid,","page_number":68,"box":{"x":60,"y":660,"width":867,"height":12}},{"id":"d90124a7-1994-4c85-bbe2-0058e4d0845a","block_type":"box","text":"large-cap stocks from major sectors of the Mexico, Brazil, Peru, Colombia and Chilé equity markets; and (vi) the S&P Europe","page_number":68,"box":{"x":60,"y":675,"width":864,"height":12}},{"id":"858d1fd6-83af-41df-8267-3dd375ba4b7f","block_type":"box","text":"350, which represents the liquid, large-cap stocks of the publicly listed issuers in the region, covering approximately 70% of","page_number":68,"box":{"x":59,"y":690,"width":866,"height":13}},{"id":"1682ffd5-d56d-4c37-acf2-0c2f3c4bbecb","block_type":"box","text":"the region’s market capitalization.","page_number":68,"box":{"x":59,"y":705,"width":236,"height":13}},{"id":"fb882440-51ac-40e9-9a84-4932f80d80ab","block_type":"box","text":"Issue Changes.","page_number":68,"box":{"x":60,"y":732,"width":107,"height":12}},{"id":"36b17d3e-26cb-4f6a-bc34-af1fe0b2e669","block_type":"box","text":"General oversight responsibility for the S&P DJI Indices, including overall policy guidelines and methodology,","page_number":68,"box":{"x":172,"y":732,"width":755,"height":12}},{"id":"996ca41e-c625-4eea-b78f-38c10e91a72b","block_type":"box","text":"is handled by the S&P Global Index Committee. Maintenance of component investments, including additions and deletions to","page_number":68,"box":{"x":60,"y":747,"width":876,"height":12}},{"id":"efec09e7-a95e-4dac-91c0-252f2f076f52","block_type":"box","text":"these investments, is the responsibility of separate regional index committees composed of S&P staff specialized in the","page_number":68,"box":{"x":59,"y":762,"width":829,"height":12}},{"id":"8f416776-64c8-4685-98a1-69e0f6c67a79","block_type":"box","text":"various regional equity markets and, in some cases, with the assistance of local stock exchanges. Public announcements of","page_number":68,"box":{"x":59,"y":777,"width":864,"height":13}},{"id":"b7435092-df14-446f-85ee-038d8382686b","block_type":"box","text":"index changes as the result of committee decisions will generally be made two business days in advance of the anticipated","page_number":68,"box":{"x":60,"y":792,"width":857,"height":13}},{"id":"6ab43a7c-ed07-460b-bd62-96404d0bac2e","block_type":"box","text":"effective date whenever possible, although for exceptional corporate events announcements may be made earlier.","page_number":68,"box":{"x":59,"y":807,"width":796,"height":13}},{"id":"3f38f320-894b-4887-b236-2d0b37a62033","block_type":"box","text":"Index Maintenance.","page_number":68,"box":{"x":60,"y":834,"width":141,"height":10}},{"id":"0901e9db-eaf4-4cc4-aceb-cee46cc87d92","block_type":"box","text":"Maintaining the S&P DJI Indices includes monitoring and completing the adjustments for issuer","page_number":68,"box":{"x":207,"y":834,"width":668,"height":12}},{"id":"49030118-17b1-4acd-aebe-5adf24452cec","block_type":"box","text":"additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and","page_number":68,"box":{"x":59,"y":849,"width":858,"height":12}},{"id":"4534c12f-a4de-4fe4-894b-4f09f46319cc","block_type":"box","text":"spin-offs. An issuer will be removed from the S&P DJI Indices as a result of mergers/acquisitions, bankruptcy, or","page_number":68,"box":{"x":59,"y":864,"width":781,"height":12}},{"id":"26e8b063-7e05-498c-8e89-be536e35a42d","block_type":"box","text":"restructuring. An issuer is removed from the relevant index as close as possible to the actual date on which the event","page_number":68,"box":{"x":60,"y":879,"width":818,"height":13}},{"id":"45e69d93-c873-487a-a2db-f56cbdac660a","block_type":"box","text":"56","page_number":68,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d141b1b1-fd0d-4fb3-997c-5937c568b0af","block_type":"box","text":"occurred. An issuer can be removed from an index because it no longer meets current criteria for inclusion and/or is no","page_number":69,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"d36c0f4e-7d74-4f46-a9f9-edcc5fb3dea4","block_type":"box","text":"longer representative of its industry group. All replacement issuers are selected based on the above component section","page_number":69,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"00936be3-a52a-45c9-be9d-768d415ec83a","block_type":"box","text":"criteria.","page_number":69,"box":{"x":59,"y":98,"width":51,"height":9}},{"id":"2bc7d320-2130-4ba5-a763-dc1450e3f711","block_type":"box","text":"When calculating index weights, individual components shares held by governments, corporations, strategic partners, or","page_number":69,"box":{"x":59,"y":123,"width":845,"height":13}},{"id":"9cbf71a9-3f8e-4e28-88f1-35192e132f49","block_type":"box","text":"other control groups are excluded from the issuer’s shares outstanding. Shares owned by other issuers are also excluded","page_number":69,"box":{"x":59,"y":138,"width":844,"height":13}},{"id":"3147edcc-887b-4540-ac9f-2eae807a21b5","block_type":"box","text":"regardless of whether they are index components. In countries with regulated environments, where a foreign investment","page_number":69,"box":{"x":60,"y":154,"width":844,"height":12}},{"id":"4be5ee15-5dd9-48f1-afae-6e1d69fdbf57","block_type":"box","text":"limit exists at the sector or issuer level, the constituent’s weight will reflect either the foreign investment limit or the","page_number":69,"box":{"x":60,"y":169,"width":806,"height":12}},{"id":"da0c9894-7605-41b0-ab2e-6c0811393e02","block_type":"box","text":"percentage float, whichever is the more restrictive.","page_number":69,"box":{"x":59,"y":184,"width":353,"height":12}},{"id":"21bc94bc-bebe-4b10-8bf8-de1e2ac03b27","block_type":"box","text":"Each issuer’s financial statements will be used to update the major shareholders’ ownership. However, during the course of","page_number":69,"box":{"x":60,"y":210,"width":862,"height":13}},{"id":"10732c8a-3c10-4e5d-befc-c380d082f5cf","block_type":"box","text":"the year, SPDJI also monitors each issuer’s Investable Weight Factor (“IWF”), which is SPDJI’s term for the mathematical float","page_number":69,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"a95c86ed-2fc9-4a90-aeaf-4a9f8ef39740","block_type":"box","text":"factor used to calculate the float adjustment. If a change in IWF is caused by a mandatory corporate action (i.e., merger,","page_number":69,"box":{"x":59,"y":240,"width":838,"height":13}},{"id":"0d35f246-2cd8-417f-85cf-efa7918602cb","block_type":"box","text":"takeover, spin-off, or rights offering), a float adjustment will be implemented as soon as reasonably possible.","page_number":69,"box":{"x":59,"y":256,"width":757,"height":12}},{"id":"857d3db4-3c0a-4baa-8c0e-3946d11bb826","block_type":"box","text":"Changes in the number of shares outstanding driven by corporate events such as stock dividends, splits, and rights issues","page_number":69,"box":{"x":59,"y":282,"width":852,"height":12}},{"id":"654ff944-9c25-4b07-97ab-2af985b348cb","block_type":"box","text":"will be adjusted on the ex-date. Material share changes resulting from certain non-mandatory corporate actions follow S&P","page_number":69,"box":{"x":59,"y":297,"width":865,"height":13}},{"id":"87dff6ff-bdf2-4d7d-b21c-75d303cbcb70","block_type":"box","text":"DJI’s accelerated implementation rules with sufficient advance notification. Non-material share changes are implemented","page_number":69,"box":{"x":60,"y":312,"width":848,"height":13}},{"id":"4b6e4a16-3cb5-4fd0-baa7-8af13e3ae423","block_type":"box","text":"quarterly on the Friday near the end of the calendar quarter. Generally, index changes due to rebalancing are announced two","page_number":69,"box":{"x":59,"y":327,"width":872,"height":13}},{"id":"70d5227d-a26f-4b42-a994-c7acd3a0f3e0","block_type":"box","text":"days before the effective date by way of a news release posted on www.us.spindices.com","page_number":69,"box":{"x":59,"y":343,"width":622,"height":12}},{"id":"55be4785-3054-4587-a36e-0564a11adcfc","block_type":"box","text":".","page_number":69,"box":{"x":682,"y":351,"width":2,"height":1}},{"id":"1d3391b1-9342-48a5-aeb7-2eeac0f0b8e3","block_type":"box","text":"Index Availability.","page_number":69,"box":{"x":60,"y":369,"width":125,"height":12}},{"id":"24a911f4-1fb0-4fad-aab3-4eeac7148a31","block_type":"box","text":"The S&P Indexes are calculated continuously and are available from major data vendors.","page_number":69,"box":{"x":190,"y":369,"width":617,"height":12}},{"id":"842b7284-e604-4d09-9489-ba48e7223490","block_type":"box","text":"Exchange Rates.","page_number":69,"box":{"x":60,"y":395,"width":116,"height":13}},{"id":"b60fe7db-277f-40ff-acf1-f8a8fdea4caa","block_type":"box","text":"SPDJI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time for the following","page_number":69,"box":{"x":181,"y":395,"width":746,"height":13}},{"id":"9bfacbb6-5e20-4b20-9ea6-3988f91cd5fd","block_type":"box","text":"funds: iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select Screened","page_number":69,"box":{"x":59,"y":411,"width":875,"height":12}},{"id":"a56036f8-37e0-4b11-ae76-4dd6bd51057e","block_type":"box","text":"S&P Small-Cap ETF, iShares Europe ETF, iShares Expanded Tech Sector ETF, iShares Expanded Tech-Software Sector ETF,","page_number":69,"box":{"x":59,"y":426,"width":841,"height":12}},{"id":"ef656de7-5b39-4147-b853-6b7320ffb434","block_type":"box","text":"iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares North American Natural Resources ETF,","page_number":69,"box":{"x":60,"y":441,"width":825,"height":12}},{"id":"294d42fe-8a30-4b73-9e6b-435d628ed9f4","block_type":"box","text":"iShares S&P 500 3% Capped ETF, iShares S&P 500 ex S&P 100 ETF, iShares Top 20 U.S. Stocks ETF, iShares U.S. Digital","page_number":69,"box":{"x":60,"y":456,"width":822,"height":12}},{"id":"f09971ba-444b-436b-8a49-f9bbddc06fea","block_type":"box","text":"Infrastructure and Real Estate ETF and iShares U.S. Manufacturing ETF. Prior to January 31, 2013, SPDJI used the currency","page_number":69,"box":{"x":60,"y":471,"width":845,"height":12}},{"id":"1f85639e-2722-462e-8d7f-bf2b258c523f","block_type":"box","text":"exchange (FX) rate corresponding to 5:15 p.m. Eastern time. In case World Markets/Reuters does not provide rates for","page_number":69,"box":{"x":59,"y":486,"width":828,"height":12}},{"id":"44b40839-fee7-4b4a-a3ec-997003b3cfef","block_type":"box","text":"specific markets on given days (for example, Christmas Day and New Year’s Day), the previous business day’s rates are","page_number":69,"box":{"x":59,"y":501,"width":830,"height":13}},{"id":"0012d1b8-853c-42fb-b74b-3a7feb1f4270","block_type":"box","text":"normally used. SPDJI independently monitors the exchange rates on all its indexes. SPDJI may under exceptional","page_number":69,"box":{"x":60,"y":516,"width":782,"height":13}},{"id":"2050e817-083c-4260-8570-8c7822a436df","block_type":"box","text":"circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters rates are not available, or if","page_number":69,"box":{"x":59,"y":531,"width":852,"height":13}},{"id":"0e507cd1-1879-4549-a6c4-b31d1f0fb8a0","block_type":"box","text":"SPDJI determines that the World Markets/Reuters rates are not reflective of market circumstances for a given currency on a","page_number":69,"box":{"x":59,"y":547,"width":863,"height":12}},{"id":"9536579f-dc02-49a0-85d6-e7c23690c32d","block_type":"box","text":"particular day.","page_number":69,"box":{"x":59,"y":562,"width":97,"height":12}},{"id":"456a96ef-8307-4c92-84d7-ff031b78e620","block_type":"box","text":"S&P 100","page_number":69,"box":{"x":59,"y":589,"width":59,"height":9}},{"id":"9e0140b9-1fef-45e7-ba8d-67a62f851099","block_type":"box","text":"®","page_number":69,"box":{"x":119,"y":587,"width":9,"height":6}},{"id":"acfc1978-dea4-4f74-870a-e410404a037f","block_type":"box","text":"Number of Components: approximately 101","page_number":69,"box":{"x":60,"y":607,"width":313,"height":12}},{"id":"146d83c7-96cd-4ba4-9db9-2f8e29494b38","block_type":"box","text":"Index Description.","page_number":69,"box":{"x":60,"y":630,"width":130,"height":12}},{"id":"a7950e9c-cf28-4395-9cdb-4d8ea33d7009","block_type":"box","text":"The S&P 100","page_number":69,"box":{"x":195,"y":630,"width":90,"height":9}},{"id":"d2ecaca6-3f31-47d3-95bd-6f5b61a53bb5","block_type":"box","text":"®","page_number":69,"box":{"x":286,"y":628,"width":9,"height":6}},{"id":"79310de1-c214-4446-bcc3-01914be2e3cd","block_type":"box","text":"is a capitalization-weighted index representing stocks from a broad range of industries,","page_number":69,"box":{"x":301,"y":630,"width":608,"height":12}},{"id":"b15b8c10-b0f7-4a7c-918a-196656a8c085","block_type":"box","text":"chosen for market size, liquidity and industry group representation. It is a subset of the S&P 500","page_number":69,"box":{"x":59,"y":645,"width":669,"height":12}},{"id":"0f312e66-f625-4bdc-ac71-451a9c94c6dd","block_type":"box","text":"®","page_number":69,"box":{"x":729,"y":643,"width":9,"height":6}},{"id":"ff54c04f-c25c-4adc-8ed8-0c91bab2ecb7","block_type":"box","text":"and consists of blue chip","page_number":69,"box":{"x":744,"y":645,"width":173,"height":12}},{"id":"d638a03e-bd59-4128-b697-252fc6df7d2e","block_type":"box","text":"stocks from diverse industries in the S&P 500","page_number":69,"box":{"x":59,"y":660,"width":316,"height":10}},{"id":"a13f58cd-7694-4fd8-a6fd-3217e778c3f9","block_type":"box","text":"®","page_number":69,"box":{"x":377,"y":658,"width":9,"height":6}},{"id":"5a2ad36d-fb5d-427a-a431-e5569bd43b9f","block_type":"box","text":"with exchange listed options. The Underlying Index is a widely tracked index","page_number":69,"box":{"x":390,"y":660,"width":535,"height":12}},{"id":"e87541d1-4d7d-4b74-99fe-016a354a7909","block_type":"box","text":"for blue-chip stocks. The S&P 100","page_number":69,"box":{"x":59,"y":675,"width":236,"height":12}},{"id":"5df2c671-f168-47aa-9129-0028caa26a1f","block_type":"box","text":"®","page_number":69,"box":{"x":296,"y":673,"width":9,"height":7}},{"id":"30e71b02-f3ab-482e-bc08-4da339b97b41","block_type":"box","text":"serves as the basis for the S&P 100","page_number":69,"box":{"x":311,"y":675,"width":242,"height":10}},{"id":"ae3aa8c5-b62a-42b3-a162-ec682093a7d1","block_type":"box","text":"®","page_number":69,"box":{"x":554,"y":673,"width":9,"height":7}},{"id":"52072d9f-78f1-4aae-88bb-03d820d88f9c","block_type":"box","text":"options contract which trades on the Chicago Board","page_number":69,"box":{"x":568,"y":675,"width":365,"height":12}},{"id":"dc5a0a5c-fe1c-4dfc-a1f3-d731ea170996","block_type":"box","text":"of Options Exchange.","page_number":69,"box":{"x":59,"y":690,"width":149,"height":13}},{"id":"617c2fc2-16b7-4eec-8fd8-41b6abe5f20d","block_type":"box","text":"S&P 500","page_number":69,"box":{"x":59,"y":717,"width":60,"height":9}},{"id":"bc84c067-6b81-4a4a-8e06-2e14682c3d31","block_type":"box","text":"®","page_number":69,"box":{"x":120,"y":713,"width":6,"height":5}},{"id":"b719a2ae-db44-4dd6-877b-bc5637c6be09","block_type":"box","text":"3% Capped Index (USD)","page_number":69,"box":{"x":131,"y":717,"width":175,"height":12}},{"id":"4b3a37c7-405d-49e6-a1b2-51f4eb265e01","block_type":"box","text":"Number of Components: approximately 503","page_number":69,"box":{"x":60,"y":736,"width":317,"height":12}},{"id":"cf045b33-48fa-4a5f-9f1b-aa9827a26aba","block_type":"box","text":"Index Description.","page_number":69,"box":{"x":60,"y":758,"width":130,"height":13}},{"id":"dd28cb9f-981d-4cdd-a789-70fc2a6e3a70","block_type":"box","text":"The S&P 500","page_number":69,"box":{"x":195,"y":758,"width":90,"height":10}},{"id":"0ef5e736-1d25-47bd-8a3b-c61d603e69ce","block_type":"box","text":"®","page_number":69,"box":{"x":286,"y":755,"width":6,"height":4}},{"id":"28096ef5-8d9d-46f3-8bd5-8ef46d4caa1e","block_type":"box","text":"3% Capped Index (USD) imposes capped weights on companies in the S&P 500 (the","page_number":69,"box":{"x":298,"y":758,"width":591,"height":13}},{"id":"5d9d9f64-60db-452b-acaa-0958399170f8","block_type":"box","text":"“Parent Index”). The weight of each stock is based on its float-adjusted market capitalization but is modified such that no","page_number":69,"box":{"x":59,"y":773,"width":850,"height":13}},{"id":"1cce96b3-849b-4538-be38-84fffc22afc3","block_type":"box","text":"company has a weight over 3% as of each rebalancing.","page_number":69,"box":{"x":59,"y":788,"width":384,"height":13}},{"id":"7a3612f1-c687-40f8-b8ba-21aa541ea6e4","block_type":"box","text":"Index Methodology:","page_number":69,"box":{"x":60,"y":815,"width":144,"height":12}},{"id":"88405396-5ead-4a62-8c6b-86ad34719bc7","block_type":"box","text":"The Underlying Index comprises the constituents of the Parent Index. Constituents removed from the","page_number":69,"box":{"x":209,"y":815,"width":710,"height":12}},{"id":"dcd0103b-cf71-460d-ab48-6308a7e7fbf1","block_type":"box","text":"Parent Index are removed from the Underlying Index simultaneously. All index adjustments and corporate action treatments","page_number":69,"box":{"x":60,"y":830,"width":867,"height":12}},{"id":"ffd2cd62-6254-40be-baf6-d0362846a3ba","block_type":"box","text":"follow that of the Parent Index.","page_number":69,"box":{"x":59,"y":845,"width":215,"height":10}},{"id":"dcb0fb34-b62c-4d2e-8f94-4705be23c17e","block_type":"box","text":"57","page_number":69,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d5832d8b-67e5-444f-b33c-c580f93a928b","block_type":"box","text":"In the Underlying Index’s capping process, every constituent company with a weight exceeding 3% at rebalancing is reduced","page_number":70,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"39e8f007-10b9-4b47-99f3-174a7748ccd8","block_type":"box","text":"to 3% and any excess weight is redistributed proportionally among all uncapped companies. This capping process is","page_number":70,"box":{"x":59,"y":82,"width":816,"height":12}},{"id":"6736e8c7-77e5-47de-be9d-8778558051aa","block_type":"box","text":"repeated iteratively until no company in the Underlying Index exceeds the 3% cap as of the quarterly rebalance.","page_number":70,"box":{"x":60,"y":97,"width":778,"height":12}},{"id":"a8999178-fbb8-4ab5-be4b-c37252a298a9","block_type":"box","text":"S&P 500 ex-S&P 100 Select Index","page_number":70,"box":{"x":59,"y":123,"width":240,"height":10}},{"id":"663cddec-0e76-42be-bf42-1785c7277aa6","block_type":"box","text":"Number of Components: approximately 402","page_number":70,"box":{"x":60,"y":142,"width":316,"height":13}},{"id":"0a39ad0c-9ef2-4c44-a43a-c15f96e7d501","block_type":"box","text":"Index Description.","page_number":70,"box":{"x":60,"y":165,"width":130,"height":12}},{"id":"ab4b557a-34da-49b9-a9a3-d0ea886a7aad","block_type":"box","text":"The S&P 500 ex-S&P 100 Select Index is designed to measure the capped market capitalization weighted","page_number":70,"box":{"x":195,"y":165,"width":734,"height":12}},{"id":"576de738-22d9-4f9a-b8ad-e5848b5230a8","block_type":"box","text":"performance of companies in the S&P 500 Index, excluding those in the S&P 100 Index.","page_number":70,"box":{"x":59,"y":180,"width":611,"height":12}},{"id":"feb4bed8-2040-4d6b-88a6-5bcfe79fda75","block_type":"box","text":"For capping purposes, at each quarterly rebalance in March, June, September, and December, the weight of any single issuer","page_number":70,"box":{"x":60,"y":206,"width":867,"height":13}},{"id":"1b03e9e0-969e-4931-9a49-008e3ec32cc3","block_type":"box","text":"will not exceed 22.5% of the index; and the aggregate weight of issuers with individual weights exceeding 4.5% will not","page_number":70,"box":{"x":59,"y":222,"width":839,"height":12}},{"id":"4e9751f2-deb4-4c3e-abf9-2206c91c0883","block_type":"box","text":"exceed 48% of the index.","page_number":70,"box":{"x":59,"y":237,"width":176,"height":9}},{"id":"d3db3f44-0745-4d4e-ad5d-b5e87b1049eb","block_type":"box","text":"A company is immediately added to the Underlying Index if it is dropped from the S&P 100 and remains in the S&P 500 for a","page_number":70,"box":{"x":59,"y":263,"width":869,"height":12}},{"id":"33d436fc-4a04-427e-8b08-0a28977afe67","block_type":"box","text":"reason other than acquisition, delisting from a major exchange, change in domicile, or bankruptcy. In addition, if a company","page_number":70,"box":{"x":60,"y":278,"width":867,"height":13}},{"id":"e7107f2b-1453-468a-a7e5-2ad403a45567","block_type":"box","text":"is added to the S&P 500 but not the S&P 100, it is immediately added to the S&P 500 ex-S&P 100 Select Index.","page_number":70,"box":{"x":60,"y":293,"width":770,"height":13}},{"id":"ad7aeafc-d6ff-45b2-bbed-2e5f6591d278","block_type":"box","text":"All companies added to the S&P 100 are immediately removed from the Underlying Index.","page_number":70,"box":{"x":59,"y":320,"width":629,"height":12}},{"id":"e33563a5-6a6b-423c-99c4-dc8bbfe4dc4d","block_type":"box","text":"S&P 500 Growth Index","page_number":70,"box":{"x":59,"y":346,"width":163,"height":10}},{"id":"38039f3a-e4a1-4eee-a841-9112f85e4f9a","block_type":"box","text":"TM","page_number":70,"box":{"x":222,"y":345,"width":18,"height":6}},{"id":"58592be0-1ee5-414f-8225-1ba83974cb02","block_type":"box","text":"Number of Components: approximately 143","page_number":70,"box":{"x":60,"y":365,"width":316,"height":13}},{"id":"71dfe8a3-7925-4fc2-bff0-37a62a34b1a9","block_type":"box","text":"Index Description.","page_number":70,"box":{"x":60,"y":388,"width":130,"height":12}},{"id":"84d499a4-475e-45cf-a0dd-d3e9bb62c969","block_type":"box","text":"The S&P 500 Growth Index","page_number":70,"box":{"x":195,"y":388,"width":191,"height":10}},{"id":"9fa7977a-90c5-4fd0-9aeb-adc40193ef79","block_type":"box","text":"TM","page_number":70,"box":{"x":386,"y":386,"width":17,"height":6}},{"id":"84c52860-599e-4b62-b5c5-51fb0ce6df9f","block_type":"box","text":"is a capped market capitalization-weighted index representing stocks with","page_number":70,"box":{"x":409,"y":388,"width":518,"height":12}},{"id":"da6b4d8a-6c72-49b5-b654-e1552e84d34e","block_type":"box","text":"growth characteristics from a broad range of industries.","page_number":70,"box":{"x":59,"y":403,"width":390,"height":12}},{"id":"7935fd64-16ef-4a2f-8864-884b8b7f7f2e","block_type":"box","text":"The Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":70,"box":{"x":59,"y":429,"width":876,"height":13}},{"id":"9c32ea6a-efb2-4868-9510-1ceef22c7c5e","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 23% of the index and the weight of companies","page_number":70,"box":{"x":59,"y":445,"width":838,"height":12}},{"id":"a5c836e3-39f9-4960-a0de-27c68914f375","block_type":"box","text":"exceeding 4.8% weight of the index individually are capped at 50% of the index in aggregate. Additionally, if, on the third to","page_number":70,"box":{"x":59,"y":460,"width":865,"height":12}},{"id":"b8b84b0b-acf1-4ba7-8c3e-b66990afe340","block_type":"box","text":"last business day of March, June, September, or December a company has an index weight greater than 24% or the sum of","page_number":70,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"f32c7749-f99d-436c-84d5-ad11e9e6c7bf","block_type":"box","text":"the companies with weights greater than 4.8% exceeds 50%, a secondary reweighting is triggered with the rebalancing","page_number":70,"box":{"x":59,"y":490,"width":836,"height":12}},{"id":"2245db19-bfd2-4b02-bee7-1830230ca594","block_type":"box","text":"effective date after the close of the last business day of the month.","page_number":70,"box":{"x":59,"y":505,"width":464,"height":12}},{"id":"ebc5f0bf-af27-4529-b82b-d5e4148197b9","block_type":"box","text":"S&P 500 Sustainability Screened Index","page_number":70,"box":{"x":59,"y":531,"width":278,"height":13}},{"id":"85ee3fdd-f069-41f7-aa73-c73a46962a3e","block_type":"box","text":"Number of Components: approximately 441","page_number":70,"box":{"x":60,"y":558,"width":314,"height":12}},{"id":"d8538a24-49c2-47f8-8c9a-351b61a71bf5","block_type":"box","text":"Index Description.","page_number":70,"box":{"x":60,"y":584,"width":130,"height":13}},{"id":"11fb1a79-32fd-4d76-a325-c5ef97dabc7d","block_type":"box","text":"The S&P 500 Sustainability Screened Index is a float-adjusted market capitalization weighted index which","page_number":70,"box":{"x":195,"y":584,"width":738,"height":13}},{"id":"03df57cb-7728-4881-8602-bce66849bdc3","block_type":"box","text":"measures the performance of the large-capitalization sector of the U.S. equity market, excluding companies involved in","page_number":70,"box":{"x":60,"y":600,"width":831,"height":12}},{"id":"674233ea-42af-4e22-8811-dc22fff3c41e","block_type":"box","text":"controversies and controversial business activities, as determined by the Index Provider. The Index Provider uses data and","page_number":70,"box":{"x":59,"y":615,"width":849,"height":12}},{"id":"60d17dba-3b05-4708-8d9c-9c1732819916","block_type":"box","text":"research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S&P Global Sustainable1","page_number":70,"box":{"x":60,"y":630,"width":847,"height":12}},{"id":"f22cc823-b0d4-4919-b0a5-52cbb3388d1e","block_type":"box","text":"(“S1”) in the construction and maintenance of the Underlying Index.","page_number":70,"box":{"x":60,"y":645,"width":478,"height":12}},{"id":"8b0e551f-64ed-462b-af1d-7a129b96252e","block_type":"box","text":"The Index Provider starts with the S&P 500 and then excludes issuers in the following categories:","page_number":70,"box":{"x":59,"y":671,"width":678,"height":13}},{"id":"3824eafb-ceff-4936-be85-e158947dc3bd","block_type":"box","text":"• Controversial weapons. 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All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":70,"box":{"x":92,"y":727,"width":826,"height":12}},{"id":"9e7435de-9131-4d99-8bfd-9ad626ef80e9","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":70,"box":{"x":124,"y":742,"width":798,"height":12}},{"id":"d5dc668a-0b03-4604-ba18-dfa0ba6bd14a","block_type":"box","text":"small arms.","page_number":70,"box":{"x":124,"y":757,"width":79,"height":10}},{"id":"31a4f4eb-f233-4d21-9845-33364de478f8","block_type":"box","text":"• Tobacco. 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All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":71,"box":{"x":92,"y":67,"width":831,"height":12}},{"id":"0ad9d7d9-8b97-4c99-a407-b98adbabaf84","block_type":"box","text":"• Global Standards. 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At","page_number":71,"box":{"x":59,"y":768,"width":876,"height":13}},{"id":"cd0fd3ff-47f5-45a3-85e0-36ae69c66127","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 23% of the index and the weight of companies","page_number":71,"box":{"x":59,"y":783,"width":838,"height":13}},{"id":"09b6345e-6cdf-42ab-9ab0-bbcea2b3600c","block_type":"box","text":"exceeding 4.8% weight of the index individually are capped at 50% of the index in aggregate. 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The Index Provider uses","page_number":73,"box":{"x":60,"y":206,"width":861,"height":13}},{"id":"894c622f-e455-420c-9bd5-78fde5bd7f0b","block_type":"box","text":"data and research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S1 in the","page_number":73,"box":{"x":59,"y":222,"width":807,"height":12}},{"id":"880e6bca-7fda-4adb-85a6-4e3b3c3cb604","block_type":"box","text":"construction and maintenance of the Underlying Index.","page_number":73,"box":{"x":59,"y":237,"width":387,"height":12}},{"id":"7c6bb2f0-c356-464e-b57f-661b5184399e","block_type":"box","text":"The Index Provider starts with the S&P MidCap 400 and then excludes issuers in the following categories:","page_number":73,"box":{"x":59,"y":263,"width":737,"height":12}},{"id":"38350aae-99de-4544-a5e0-ad54713f534a","block_type":"box","text":"• Controversial weapons. All companies with direct involvement or via an ownership stake of greater than or equal to","page_number":73,"box":{"x":92,"y":283,"width":839,"height":13}},{"id":"8d364308-4597-466e-b809-3256b363ed63","block_type":"box","text":"25% of companies involved in the core weapon system, or components/services of the core weapon system.","page_number":73,"box":{"x":125,"y":298,"width":762,"height":13}},{"id":"85a44485-db04-4b87-b382-2524eb1a341b","block_type":"box","text":"• Small arms. All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":73,"box":{"x":92,"y":319,"width":826,"height":12}},{"id":"71baf574-5d80-4537-9e1a-cabd574c58da","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":73,"box":{"x":124,"y":334,"width":798,"height":12}},{"id":"2be34fd2-b79b-41b4-8a12-f6acb0d80969","block_type":"box","text":"small arms.","page_number":73,"box":{"x":124,"y":349,"width":79,"height":10}},{"id":"1b193873-2ad1-48bb-86bd-caee45536178","block_type":"box","text":"• Tobacco. All companies that manufacture tobacco products, derive 10% or more revenue from the supply of","page_number":73,"box":{"x":92,"y":369,"width":793,"height":12}},{"id":"dc0eb7a5-e033-4310-805c-64f8fa21a6b3","block_type":"box","text":"tobacco-related products/services, or that derive 10% or more of its revenue from the distribution or retail sale of","page_number":73,"box":{"x":124,"y":384,"width":796,"height":12}},{"id":"de4d1000-7d8b-4e68-8f12-fabd7b1f1abc","block_type":"box","text":"tobacco products (or has an ownership stake of 25% or more in such a company).","page_number":73,"box":{"x":124,"y":399,"width":577,"height":13}},{"id":"d25f8e68-1251-4cc8-a522-245cf1b2929f","block_type":"box","text":"• Oil sands and shale energy. 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All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":73,"box":{"x":92,"y":490,"width":831,"height":12}},{"id":"96b41b6b-f8dc-4360-bc3a-66684c8f55ea","block_type":"box","text":"• Global Standards. 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The Index Provider uses","page_number":74,"box":{"x":60,"y":702,"width":861,"height":12}},{"id":"3b28b8c7-3119-4ff3-b84d-8aafcc25b7d3","block_type":"box","text":"data and research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S1 in the","page_number":74,"box":{"x":59,"y":717,"width":807,"height":12}},{"id":"bf3ec8b6-c942-483a-9439-de5c0f3ad1c6","block_type":"box","text":"construction and maintenance of the Underlying Index.","page_number":74,"box":{"x":59,"y":732,"width":387,"height":12}},{"id":"1135f4f9-338a-48df-ba83-73e591377e87","block_type":"box","text":"The Index Provider starts with the S&P SmallCap 600 and then excludes issuers in the following categories:","page_number":74,"box":{"x":59,"y":758,"width":748,"height":13}},{"id":"39457813-92da-4f49-aba4-a291d7f66208","block_type":"box","text":"• Controversial weapons. All companies with direct involvement or via an ownership stake of greater than or equal to","page_number":74,"box":{"x":92,"y":778,"width":839,"height":13}},{"id":"e48165f4-f3ba-4b94-909c-ed479a63fb2f","block_type":"box","text":"25% of companies involved in the core weapon system, or components/services of the core weapon system.","page_number":74,"box":{"x":125,"y":794,"width":762,"height":12}},{"id":"83f66339-38e7-4ab5-a488-dd344bc3ab0e","block_type":"box","text":"• Small arms. All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":74,"box":{"x":92,"y":814,"width":826,"height":12}},{"id":"562ff44d-6fcd-42ea-b8d9-5fa3522f20c9","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":74,"box":{"x":124,"y":829,"width":798,"height":12}},{"id":"d2d95901-dbbf-43cd-aaa3-83d3520cd5e4","block_type":"box","text":"small arms.","page_number":74,"box":{"x":124,"y":844,"width":79,"height":10}},{"id":"f04e0b5e-f733-4775-8873-142265ecb23d","block_type":"box","text":"• Tobacco. All companies that manufacture tobacco products, derive 10% or more revenue from the supply of","page_number":74,"box":{"x":92,"y":864,"width":793,"height":12}},{"id":"36c3de3d-688f-457b-a971-c3b2b26a1068","block_type":"box","text":"62","page_number":74,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9c0dc90b-0c46-4373-af49-764aa8ba7910","block_type":"box","text":"tobacco-related products/services, or that derive 10% or more of its revenue from the distribution or retail sale of","page_number":75,"box":{"x":124,"y":67,"width":796,"height":12}},{"id":"0eff2276-d0e7-42e6-87b6-23d3b5daa4ea","block_type":"box","text":"tobacco products (or has an ownership stake of 25% or more in such a company).","page_number":75,"box":{"x":124,"y":82,"width":577,"height":12}},{"id":"7d9014be-7bf7-436d-9505-a8ef09cba386","block_type":"box","text":"• Oil sands and shale energy. All companies deriving 5% or more revenue from oil sands extraction or shale energy","page_number":75,"box":{"x":92,"y":102,"width":823,"height":12}},{"id":"dd2441f3-54d4-4fa4-a5f5-fccdc97ee00e","block_type":"box","text":"exploration or production.","page_number":75,"box":{"x":124,"y":117,"width":183,"height":12}},{"id":"f8615ae3-1d94-444d-b74b-6b170c6e90c1","block_type":"box","text":"• Thermal coal. All companies deriving 5% or more revenue from thermal coal extraction and thermal-coal-related","page_number":75,"box":{"x":92,"y":137,"width":822,"height":13}},{"id":"4be4af01-7fdf-4819-bf20-d2840e11a97b","block_type":"box","text":"power generation.","page_number":75,"box":{"x":124,"y":153,"width":127,"height":12}},{"id":"c4a116a9-4b49-4dfb-85a3-aa9aa68446ac","block_type":"box","text":"• Fossil fuel reserves. All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":75,"box":{"x":92,"y":172,"width":831,"height":13}},{"id":"a6827d15-e82f-4a85-a4a0-7382e97e0259","block_type":"box","text":"• ESG Controversies as determined by S1.","page_number":75,"box":{"x":92,"y":193,"width":309,"height":12}},{"id":"989cead0-7eb4-4a8c-b2f2-867b020d6736","block_type":"box","text":"Global Standards. All companies considered “non-compliant” with United Nations (UN) Global Compact Principles, as","page_number":75,"box":{"x":59,"y":219,"width":824,"height":12}},{"id":"53493a87-a118-4d94-be33-ca4e932de5e0","block_type":"box","text":"determined by Sustainalytics.","page_number":75,"box":{"x":59,"y":234,"width":204,"height":13}},{"id":"e3a85c19-73cb-4b05-96ee-520d1316d1b1","block_type":"box","text":"S&P SmallCap 600 Value Index","page_number":75,"box":{"x":59,"y":261,"width":222,"height":12}},{"id":"4d136325-a38c-4596-b4f1-9921f04d03e6","block_type":"box","text":"TM","page_number":75,"box":{"x":281,"y":259,"width":17,"height":6}},{"id":"cbe07f67-53f6-49c0-85c8-68c0901943a5","block_type":"box","text":"Number of Components: approximately 458","page_number":75,"box":{"x":60,"y":280,"width":317,"height":12}},{"id":"d38ef7e9-7953-42f2-9a18-cef1365a4868","block_type":"box","text":"Index Description.","page_number":75,"box":{"x":60,"y":302,"width":130,"height":13}},{"id":"bfe49bb5-f1fb-4509-90c1-392e1115f089","block_type":"box","text":"The S&P SmallCap 600 Value Index","page_number":75,"box":{"x":195,"y":302,"width":247,"height":13}},{"id":"d1caaa48-daac-42e8-83d3-350c180841b2","block_type":"box","text":"TM","page_number":75,"box":{"x":442,"y":301,"width":17,"height":5}},{"id":"4001ece3-927b-419d-b924-519aeb32f23e","block_type":"box","text":"is a capped market capitalization-weighted index representing","page_number":75,"box":{"x":465,"y":302,"width":434,"height":13}},{"id":"37087bde-1e0b-44d1-ae5e-b12d96ab6513","block_type":"box","text":"stocks with value characteristics from a broad range of industries.","page_number":75,"box":{"x":59,"y":317,"width":460,"height":13}},{"id":"fb87a038-60ce-4d05-99c8-733d2336b55c","block_type":"box","text":"The Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":75,"box":{"x":59,"y":344,"width":876,"height":12}},{"id":"8576ec08-d47a-4217-9eba-22cbef744107","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 23% of the index and the weight of companies","page_number":75,"box":{"x":59,"y":359,"width":838,"height":12}},{"id":"8dc1054d-b722-47a4-be43-867e4dbfcf7a","block_type":"box","text":"exceeding 4.8% weight of the index individually are capped at 50% of the index in aggregate. Additionally, if, on the third to","page_number":75,"box":{"x":59,"y":374,"width":865,"height":12}},{"id":"cf5bc935-3fa9-4c96-a8b3-bb2e0fd03765","block_type":"box","text":"last business day of March, June, September, or December a company has an index weight greater than 24% or the sum of","page_number":75,"box":{"x":60,"y":389,"width":859,"height":12}},{"id":"e497780f-12d6-4d00-beee-23250fae6dc0","block_type":"box","text":"the companies with weights greater than 4.8% exceeds 50%, a secondary reweighting is triggered with the rebalancing","page_number":75,"box":{"x":59,"y":404,"width":836,"height":13}},{"id":"537f9748-a09d-48c1-b701-357677d63f6a","block_type":"box","text":"effective date after the close of the last business day of the month.","page_number":75,"box":{"x":59,"y":419,"width":464,"height":13}},{"id":"c9b82b21-3f73-4430-94fb-3b5535cd118f","block_type":"box","text":"S&P Total Market Index™","page_number":75,"box":{"x":59,"y":446,"width":182,"height":10}},{"id":"7daf1ec8-a9c2-4bae-94fb-995534a20fb9","block_type":"box","text":"Number of Components: approximately 3,844","page_number":75,"box":{"x":60,"y":465,"width":331,"height":12}},{"id":"4ce98845-0ad5-4c8d-bc30-26cd8ecedc4b","block_type":"box","text":"Index Description.","page_number":75,"box":{"x":60,"y":487,"width":130,"height":13}},{"id":"5062c9f9-9ddf-434c-aa39-2ba0e8bdd696","block_type":"box","text":"The S&P Total Market Index™ is composed of S&P 500","page_number":75,"box":{"x":195,"y":487,"width":384,"height":13}},{"id":"33a37974-4218-46d4-b67f-19684351b04c","block_type":"box","text":"®","page_number":75,"box":{"x":581,"y":486,"width":9,"height":6}},{"id":"c6927e6b-74c4-4110-a7dd-b98ccf043db8","block_type":"box","text":"members and S&P Completion Index™","page_number":75,"box":{"x":595,"y":487,"width":272,"height":13}},{"id":"912c749c-7e50-47cc-a965-6776919a75b0","block_type":"box","text":"members, which together are designed to track the broad equity market, including large-, mid-, small- and micro","page_number":75,"box":{"x":60,"y":503,"width":796,"height":12}},{"id":"31dfa69c-7893-47eb-b589-7302b531420a","block_type":"box","text":"capitalization companies. The index includes all eligible common equities listed on the NYSE (including NYSE Arca and NYSE","page_number":75,"box":{"x":59,"y":518,"width":870,"height":12}},{"id":"6e386f3c-d0a4-4e14-aea2-8b3cbda9c354","block_type":"box","text":"American), the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market and Cboe BZX, Cboe BYX,","page_number":75,"box":{"x":59,"y":533,"width":879,"height":12}},{"id":"ed79e2a0-c7ac-4b10-a61b-3d4523b46a57","block_type":"box","text":"Cboe EDGA and Cboe EDGX, Inc. The securities in the S&P Total Market Index™ are weighted based on the float-adjusted","page_number":75,"box":{"x":59,"y":548,"width":850,"height":12}},{"id":"c5e745d9-6367-40e8-a1d9-37e68bf7e398","block_type":"box","text":"market value of their outstanding shares. Securities with higher float-adjusted market values have a larger representation in","page_number":75,"box":{"x":60,"y":563,"width":863,"height":12}},{"id":"4ee5df5c-7629-48f5-a530-d88b4f1c413f","block_type":"box","text":"the S&P Total Market Index™. The S&P Completion measures the performance of the large-capitalization sector of the U.S.","page_number":75,"box":{"x":59,"y":578,"width":858,"height":12}},{"id":"222a67b4-cd7a-44bf-a8b2-5f1fc2f6a478","block_type":"box","text":"equity market. The S&P 500 measures the performance of the mid-, small- and micro-capitalization sector of the U.S. equity","page_number":75,"box":{"x":59,"y":593,"width":869,"height":13}},{"id":"36894bc1-ae6d-4f19-b095-b67529f739da","block_type":"box","text":"market.","page_number":75,"box":{"x":60,"y":608,"width":51,"height":10}},{"id":"c06be7e4-9759-4de6-a812-6fee039162d9","block_type":"box","text":"S&P U.S. Manufacturing Select Index","page_number":75,"box":{"x":59,"y":635,"width":266,"height":12}},{"id":"87854a10-5e58-4376-af58-6c9e0b01c3cf","block_type":"box","text":"®","page_number":75,"box":{"x":325,"y":633,"width":9,"height":6}},{"id":"5c4a8f5f-8861-4e4d-b863-a36e761b60b2","block_type":"box","text":"Number of Components: approximately 111","page_number":75,"box":{"x":60,"y":661,"width":312,"height":13}},{"id":"c8da875b-4cf5-4eb9-ba63-36dc63069e88","block_type":"box","text":"Index Description.","page_number":75,"box":{"x":60,"y":688,"width":130,"height":12}},{"id":"1c127e64-387c-47a7-8719-8fe6d4643326","block_type":"box","text":"The S&P U.S. Manufacturing Select Index is designed to measure the performance of equity securities of","page_number":75,"box":{"x":195,"y":688,"width":732,"height":12}},{"id":"8e6aecc9-7ef4-4ccb-a5d3-e42b28e55944","block_type":"box","text":"U.S.-domiciled companies that are involved in manufacturing and manufacturing-related industries and that generate a","page_number":75,"box":{"x":60,"y":703,"width":835,"height":12}},{"id":"724218c7-5368-416a-88e8-6d64c42e9328","block_type":"box","text":"certain amount of revenues in the U.S., among other eligibility criteria, as determined by the Index Provider. The Underlying","page_number":75,"box":{"x":59,"y":718,"width":860,"height":12}},{"id":"7cb947f2-a28e-45b1-836f-2d8b3611ac70","block_type":"box","text":"Index is a subset of the S&P United States BMI (the “Parent Index”), which includes all U.S.-domiciled companies, as","page_number":75,"box":{"x":60,"y":733,"width":810,"height":12}},{"id":"76a5b48b-c3f4-4af6-9699-1e47b346a282","block_type":"box","text":"determined by SPDJI.","page_number":75,"box":{"x":59,"y":748,"width":146,"height":13}},{"id":"f5c14312-bfd1-47bf-8a05-89fc056aafea","block_type":"box","text":"Index Methodology:","page_number":75,"box":{"x":60,"y":775,"width":144,"height":12}},{"id":"b9fd4b66-928d-460c-bf60-6492938c2e6e","block_type":"box","text":"All constituents of the Parent Index that meet the following eligibility criteria are included in the","page_number":75,"box":{"x":209,"y":775,"width":668,"height":12}},{"id":"f654bb2b-62ad-4b3a-b782-5e5915ce3301","block_type":"box","text":"Underlying Index. A company must be classified in one of the following FactSet Revere Business Industry Classification","page_number":75,"box":{"x":60,"y":790,"width":827,"height":12}},{"id":"5a137cfc-e360-4252-bbd2-a54fb68b03c3","block_type":"box","text":"System (“RBICS”) categories:","page_number":75,"box":{"x":59,"y":805,"width":202,"height":12}},{"id":"ff7324de-4032-42a8-b040-3820ed92db10","block_type":"box","text":"• Industrial Manufacturing (L2);","page_number":75,"box":{"x":59,"y":831,"width":250,"height":13}},{"id":"abd8f473-f753-456d-b39b-0d5bdb937bad","block_type":"box","text":"• Consumer Vehicles and Parts (L2); and","page_number":75,"box":{"x":59,"y":858,"width":310,"height":12}},{"id":"9ab059c7-4ce0-4aa6-b506-4aadd09f2841","block_type":"box","text":"• A subset of the Electronic Components and Manufacturing (L2) category composed of Electronic Components (L3),","page_number":75,"box":{"x":59,"y":884,"width":853,"height":13}},{"id":"71134ed7-aa80-4ca4-83c3-cc324841e25f","block_type":"box","text":"63","page_number":75,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"11f06deb-867a-4a0c-afff-23d9a17c48f4","block_type":"box","text":"Electronic Equipment Manufacturing (L3), Manufacturing Equipment and Services (L3), and Semiconductor","page_number":76,"box":{"x":99,"y":67,"width":756,"height":12}},{"id":"d3af68b1-0e07-467a-8e32-47e4c660a8c5","block_type":"box","text":"Manufacturing Capital Equipment (L4).","page_number":76,"box":{"x":99,"y":82,"width":273,"height":12}},{"id":"173fddb1-57ce-45e2-980c-7f3d58697b4e","block_type":"box","text":"In the RBICS classification, L2 refers to a sector, L3 to a sub-sector, and L4 to an industry group.","page_number":76,"box":{"x":60,"y":108,"width":666,"height":13}},{"id":"66764ea7-7bc9-468c-a9a4-53fbbc094a19","block_type":"box","text":"Companies in the Industrial Manufacturing and Consumer Vehicles and Parts categories must derive at least 50% of their","page_number":76,"box":{"x":59,"y":135,"width":850,"height":12}},{"id":"2b5f6873-6fdf-4b6c-9e8e-5053bc609f3f","block_type":"box","text":"annual revenues from the U.S. Companies in the Electronic Components and Manufacturing subset must derive at least 25%","page_number":76,"box":{"x":59,"y":150,"width":873,"height":12}},{"id":"7ca67a11-4cbb-4982-bafd-ffefb746cdec","block_type":"box","text":"of their annual revenues from the U.S. In addition, eligible constituents must have a float-adjusted market capitalization of at","page_number":76,"box":{"x":59,"y":165,"width":871,"height":12}},{"id":"aa544c6a-e077-4c19-ab89-dffa48cf06af","block_type":"box","text":"least $2 billion and a three-month median daily value traded of at least $5 million.","page_number":76,"box":{"x":60,"y":180,"width":571,"height":12}},{"id":"7df3eb9e-6cef-411a-9f19-18599d59a2a2","block_type":"box","text":"Constituents of the Underlying Index are weighted by float-adjusted market capitalization through an optimization process,","page_number":76,"box":{"x":59,"y":206,"width":862,"height":13}},{"id":"8d6c7572-7d4d-4dd1-8bfd-d615e31b1ef0","block_type":"box","text":"with a 4% cap on individual securities. In addition, a 15% cap is applied to the Consumer Vehicles and Parts category, the","page_number":76,"box":{"x":59,"y":222,"width":849,"height":12}},{"id":"162c89aa-2720-43d7-838d-84a8cc5d04d1","block_type":"box","text":"Electronic Components and Manufacturing subset, and each of the following subsets of the Industrial Manufacturing","page_number":76,"box":{"x":60,"y":237,"width":820,"height":12}},{"id":"e4d33dd1-38a4-4af4-8f0b-1a2bd4f707c9","block_type":"box","text":"category:","page_number":76,"box":{"x":59,"y":253,"width":64,"height":11}},{"id":"8590c744-b4c6-4e42-8f20-6d759a3932ce","block_type":"box","text":"• Aerospace and Defense Manufacturing (L3)","page_number":76,"box":{"x":59,"y":278,"width":346,"height":13}},{"id":"0da76888-41f1-4b2a-84f9-025263ee988f","block_type":"box","text":"• Electrical Equipment and Power Systems (L3)","page_number":76,"box":{"x":59,"y":305,"width":355,"height":12}},{"id":"5b260b3f-8327-44e1-b86a-e8bd53964b87","block_type":"box","text":"• Transportation Equipment Manufacturing (L3)","page_number":76,"box":{"x":59,"y":331,"width":364,"height":13}},{"id":"2b306041-25eb-4289-9564-83d509704b1a","block_type":"box","text":"• Air, Liquid and Gas Control Equipment (L4)","page_number":76,"box":{"x":59,"y":358,"width":339,"height":12}},{"id":"a7c94ee7-15e3-4bfa-9cbf-d276ac3efd85","block_type":"box","text":"• Factory Automation Equipment (L4)","page_number":76,"box":{"x":59,"y":384,"width":292,"height":12}},{"id":"4044d084-da8f-408d-9034-83ef41fec58b","block_type":"box","text":"• Industrial Machine Parts and Support Equipment (L4)","page_number":76,"box":{"x":59,"y":411,"width":413,"height":12}},{"id":"fa4f682c-de1b-44c5-b0b8-3e4eeddf9872","block_type":"box","text":"• Natural Resource and Construction Machinery Makers (L4)","page_number":76,"box":{"x":59,"y":437,"width":452,"height":12}},{"id":"8b30cbcd-3c40-42db-b007-c22aaabd10a0","block_type":"box","text":"• Other Machinery Manufacturing (L4)","page_number":76,"box":{"x":59,"y":463,"width":299,"height":13}},{"id":"41e94851-0649-4e85-a39e-6821ddf35b30","block_type":"box","text":"• Tools and Outdoor Care Equipment (L4)","page_number":76,"box":{"x":59,"y":490,"width":319,"height":12}},{"id":"5c9d9df9-ab11-4f92-95ef-5938821abcd5","block_type":"box","text":"The Underlying Index is reconstituted annually after the close of the third Friday of December. The reference date for the","page_number":76,"box":{"x":59,"y":516,"width":842,"height":13}},{"id":"16be90f0-024e-4e32-a644-f2c4437f40da","block_type":"box","text":"reconstitutions is after the close of the third Friday of November. Additionally, the Underlying Index is rebalanced after the","page_number":76,"box":{"x":60,"y":531,"width":850,"height":13}},{"id":"1b6604a0-524a-43fa-83fe-8507a19b26c3","block_type":"box","text":"close of the third Friday of March, June, and September. The reference date for the rebalances is the Wednesday prior to the","page_number":76,"box":{"x":59,"y":547,"width":863,"height":12}},{"id":"4ab9dbba-b9bb-4744-82e1-5eff1f7a1c9d","block_type":"box","text":"second Friday of March, June, and September, respectively.","page_number":76,"box":{"x":59,"y":562,"width":409,"height":12}},{"id":"674f19f9-e7a6-4e8b-a959-ea2c31929d23","block_type":"box","text":"Investment Policies","page_number":76,"box":{"x":62,"y":592,"width":318,"height":24}},{"id":"9111b641-7a09-409d-a216-17e45f9e4209","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":76,"box":{"x":59,"y":634,"width":834,"height":12}},{"id":"7f651336-1cbe-426e-8bd7-61b4939173a0","block_type":"box","text":"without the approval of the holders of a majority of the applicable Fund’s outstanding voting securities. A vote of a majority","page_number":76,"box":{"x":59,"y":649,"width":865,"height":12}},{"id":"c10e6a6d-d8de-4675-9175-0f81c6ae51da","block_type":"box","text":"of the outstanding voting securities of a Fund is defined in the 1940 Act as the lesser of (i) 67% or more of the voting","page_number":76,"box":{"x":59,"y":664,"width":820,"height":12}},{"id":"6566a140-3812-4665-8f53-d176cba78ac9","block_type":"box","text":"securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of the Fund","page_number":76,"box":{"x":59,"y":679,"width":872,"height":12}},{"id":"f45cf95d-82d9-4bd9-8f60-a17d2ede0a3d","block_type":"box","text":"are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each Fund has also","page_number":76,"box":{"x":59,"y":694,"width":861,"height":12}},{"id":"0ad9898d-f074-4dc5-bd9c-e11ffa55f51d","block_type":"box","text":"adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental investment","page_number":76,"box":{"x":59,"y":709,"width":836,"height":12}},{"id":"4d546fc8-69b7-4faa-b367-8882753bbd15","block_type":"box","text":"policies may be changed by the Board without shareholder approval. Therefore, each Fund may change its investment","page_number":76,"box":{"x":59,"y":724,"width":826,"height":13}},{"id":"824af0ac-5d85-4b9f-9c37-dd8fdd75b489","block_type":"box","text":"objective and its Underlying Index without shareholder approval.","page_number":76,"box":{"x":59,"y":739,"width":451,"height":13}},{"id":"9f924448-f001-4507-91fe-82df98f9b031","block_type":"box","text":"Fundamental Investment Policies","page_number":76,"box":{"x":60,"y":766,"width":237,"height":10}},{"id":"42597d91-0290-4832-a6c4-a7eb65cbb5c5","block_type":"box","text":"Each Fund (other than the iShares MSCI USA Quality GARP ETF, iShares Preferred and Income Securities ETF, iShares","page_number":76,"box":{"x":60,"y":792,"width":840,"height":13}},{"id":"5ae78f0c-4e10-478b-9809-89762fbb147a","block_type":"box","text":"Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares Russell Top 200 Value ETF, iShares S&P 500 3% Capped","page_number":76,"box":{"x":60,"y":807,"width":874,"height":13}},{"id":"031c85e8-433d-4768-8c17-484e01536b73","block_type":"box","text":"ETF, iShares S&P 500 ex S&P 100 ETF, iShares Texas Equity ETF, iShares U.S. Aerospace & Defense ETF, iShares U.S.","page_number":76,"box":{"x":60,"y":823,"width":823,"height":12}},{"id":"f9da9760-0dd4-4c96-85ae-815adb642e39","block_type":"box","text":"Broker-Dealers & Securities Exchanges ETF, iShares U.S. Digital Infrastructure and Real Estate ETF, iShares U.S. Healthcare","page_number":76,"box":{"x":60,"y":838,"width":877,"height":12}},{"id":"2dc496e4-afb3-40b6-ae41-9a0e081fd15b","block_type":"box","text":"Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructure ETF, iShares U.S. Insurance ETF, iShares","page_number":76,"box":{"x":60,"y":853,"width":850,"height":11}},{"id":"083e5adc-a06f-41fd-aa33-dfa5aebca2e7","block_type":"box","text":"U.S. Medical Devices ETF, iShares U.S. Oil & Gas Exploration & Production ETF, iShares U.S. Oil Equipment & Services ETF,","page_number":76,"box":{"x":60,"y":868,"width":868,"height":12}},{"id":"ccef8824-4884-4198-bb1e-857c2ebd8760","block_type":"box","text":"iShares U.S. Pharmaceuticals ETF and iShares U.S. Regional Banks ETF) will not:","page_number":76,"box":{"x":59,"y":883,"width":573,"height":12}},{"id":"3b108d1c-d852-44a0-8026-502aea61923b","block_type":"box","text":"64","page_number":76,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"df6b3951-24ec-4a48-9f7f-cf7aeb693f6e","block_type":"box","text":"1. Concentrate its investments (","page_number":77,"box":{"x":61,"y":67,"width":242,"height":12}},{"id":"cd3ee6d0-bdc2-4929-8112-dab2cb4ccdb0","block_type":"box","text":"i.e.","page_number":77,"box":{"x":304,"y":68,"width":18,"height":8}},{"id":"0e17f7a9-371e-458b-b6d8-313194bac8e7","block_type":"box","text":", hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":77,"box":{"x":324,"y":67,"width":598,"height":12}},{"id":"5d91dd12-fe6c-4dc9-955d-2652e4442bde","block_type":"box","text":"industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":77,"box":{"x":99,"y":82,"width":771,"height":12}},{"id":"0779548f-2ba9-4085-b216-64226a4677bd","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":77,"box":{"x":98,"y":97,"width":841,"height":12}},{"id":"a167659c-2caa-4a64-a8b1-0d2a9abfd1e6","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":77,"box":{"x":98,"y":112,"width":783,"height":12}},{"id":"0dd278c2-65f0-4b25-a84a-480978f47c58","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":77,"box":{"x":98,"y":127,"width":777,"height":12}},{"id":"29939e3e-f484-4c4f-993e-f35e277efd21","block_type":"box","text":"considered to be issued by members of any industry.","page_number":77,"box":{"x":98,"y":142,"width":367,"height":13}},{"id":"ffdd2f3f-746a-40bd-94da-38d8fcaa455d","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":77,"box":{"x":59,"y":162,"width":815,"height":13}},{"id":"90c61361-ccef-4808-8222-2a0b22490836","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":77,"box":{"x":98,"y":177,"width":807,"height":13}},{"id":"09ac8f4a-d06e-4688-9a0c-66b01af12b22","block_type":"box","text":"securities, and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":77,"box":{"x":98,"y":193,"width":761,"height":12}},{"id":"0ed1144e-7a68-4055-b58b-afc31583563c","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":77,"box":{"x":98,"y":208,"width":756,"height":12}},{"id":"4d1fe8d6-6141-434f-9dde-4549db2ed74f","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":77,"box":{"x":98,"y":223,"width":815,"height":12}},{"id":"a2b0acce-abad-43ec-aa5c-0899a962a85d","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":77,"box":{"x":99,"y":238,"width":826,"height":12}},{"id":"990e71b4-bc35-4b55-802f-bf0d00602f76","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":77,"box":{"x":98,"y":253,"width":716,"height":12}},{"id":"2c0fa2c1-21d3-4d16-80d8-343491a18a63","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or","page_number":77,"box":{"x":59,"y":273,"width":815,"height":13}},{"id":"7f503b73-37ac-4a9c-95a8-6edce82d8ad0","block_type":"box","text":"otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":77,"box":{"x":98,"y":288,"width":575,"height":13}},{"id":"1bbb2bde-d708-4134-903a-fce30a941504","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted","page_number":77,"box":{"x":59,"y":308,"width":870,"height":13}},{"id":"536d0ff9-27c0-427d-b86e-6460261d64f2","block_type":"box","text":"by regulatory authority having jurisdiction, from time to time.","page_number":77,"box":{"x":99,"y":324,"width":427,"height":12}},{"id":"390dda0a-a584-4d2b-80c6-ef5f9d7bf395","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":77,"box":{"x":59,"y":344,"width":860,"height":12}},{"id":"b8cbd8dc-7701-44a3-a5d7-62d0ae17b7b9","block_type":"box","text":"prevent each Fund from trading in futures contracts and options on futures contracts (including options on currencies","page_number":77,"box":{"x":98,"y":359,"width":829,"height":12}},{"id":"b86963b1-ccba-45be-9eeb-0bfc4f03a430","block_type":"box","text":"to the extent consistent with each Fund’s investment objective and policies).","page_number":77,"box":{"x":98,"y":374,"width":536,"height":12}},{"id":"eb3c7e90-5246-4ce6-9158-bcb47ab42ea5","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":77,"box":{"x":59,"y":394,"width":847,"height":13}},{"id":"99e2399b-bc72-4e81-9494-562c56aaf8e4","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.","page_number":77,"box":{"x":98,"y":409,"width":694,"height":13}},{"id":"e341f6fb-7d15-49fb-8587-99816b469b5a","block_type":"box","text":"The iShares U.S. Digital Infrastructure and Real Estate ETF will not:","page_number":77,"box":{"x":58,"y":436,"width":479,"height":12}},{"id":"ea67e57c-25a2-416e-a285-8ed8048ba6fc","block_type":"box","text":"1. Concentrate its investments (","page_number":77,"box":{"x":61,"y":456,"width":242,"height":12}},{"id":"769cc14d-1252-4fbf-92fa-525bc43425f9","block_type":"box","text":"i.e.","page_number":77,"box":{"x":304,"y":457,"width":18,"height":9}},{"id":"41e9f112-8177-48ab-9dd6-379ede2fd9c6","block_type":"box","text":", hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":77,"box":{"x":324,"y":456,"width":598,"height":12}},{"id":"4d3c53ed-59b5-43b2-b9fe-dbfa9ebb84fd","block_type":"box","text":"industries), except that the Fund will concentrate to approximately the same extent that its Underlying Index","page_number":77,"box":{"x":99,"y":471,"width":760,"height":12}},{"id":"12481ad3-7721-483b-b4d0-d08273b1f0dd","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":77,"box":{"x":98,"y":486,"width":841,"height":12}},{"id":"3d3472b2-d197-48a8-b6b7-20f8d9a80baa","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":77,"box":{"x":98,"y":501,"width":783,"height":13}},{"id":"6f6c3a98-9c3d-4d41-a1a9-f67fff38b2f6","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":77,"box":{"x":98,"y":516,"width":777,"height":13}},{"id":"52786257-bd6d-48e5-adbb-e90ece1e4da3","block_type":"box","text":"considered to be issued by members of any industry.","page_number":77,"box":{"x":98,"y":531,"width":367,"height":13}},{"id":"d25c16db-752b-484a-a774-79dfdd1a3944","block_type":"box","text":"2. Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes,","page_number":77,"box":{"x":59,"y":552,"width":878,"height":12}},{"id":"06741bd2-6eaf-46fa-b238-b729baeb6459","block_type":"box","text":"including the meeting of redemption requests which might otherwise require the untimely disposition of securities, and","page_number":77,"box":{"x":99,"y":567,"width":836,"height":12}},{"id":"a7712bee-8d5a-4078-b5ad-ae537fd98326","block_type":"box","text":"(ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse","page_number":77,"box":{"x":99,"y":582,"width":790,"height":12}},{"id":"433576e6-642c-49bb-baa0-5daffd15d6c4","block_type":"box","text":"repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it","page_number":77,"box":{"x":99,"y":597,"width":838,"height":12}},{"id":"f890e097-aa85-425f-b53a-83fc80ba690a","block_type":"box","text":"engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of","page_number":77,"box":{"x":98,"y":612,"width":826,"height":12}},{"id":"99a95af6-0f5f-4407-b74f-5de4fe7e48a1","block_type":"box","text":"its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to","page_number":77,"box":{"x":99,"y":627,"width":803,"height":13}},{"id":"7fae312c-88a1-480b-a058-cfc8a1f8b92f","block_type":"box","text":"exceed this amount will be reduced in accordance with applicable law.","page_number":77,"box":{"x":98,"y":642,"width":492,"height":13}},{"id":"cda848eb-ca4c-4fb5-92f6-41bff8bbe9f9","block_type":"box","text":"3. Issue “senior securities” as defined in the 1940 Act and the rules, regulations and orders thereunder, except as","page_number":77,"box":{"x":59,"y":663,"width":810,"height":12}},{"id":"b7c61a33-b2ff-4140-973b-6c94c140f039","block_type":"box","text":"permitted under the 1940 Act and the rules, regulations and orders thereunder.","page_number":77,"box":{"x":98,"y":678,"width":554,"height":12}},{"id":"0e836234-ed9d-4c1a-b306-3944b9b47252","block_type":"box","text":"4. Make loans. This restriction does not apply to: (i) the purchase of debt obligations in which the Fund may invest","page_number":77,"box":{"x":59,"y":698,"width":823,"height":12}},{"id":"91ea20e4-9822-40f1-8c7d-884e021f92b1","block_type":"box","text":"consistent with its investment objectives and policies; (ii) repurchase agreements and reverse repurchase agreements;","page_number":77,"box":{"x":98,"y":713,"width":827,"height":12}},{"id":"986cbf47-8705-4697-ac5a-2e3a7f4d6238","block_type":"box","text":"and (iii) loans of its portfolio securities, to the fullest extent permitted under the 1940 Act.","page_number":77,"box":{"x":98,"y":728,"width":629,"height":12}},{"id":"0ea9cfbf-db7f-45c3-9ece-08671eab5ad7","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":77,"box":{"x":59,"y":748,"width":860,"height":13}},{"id":"cb37d491-255d-4909-99b8-47374791b850","block_type":"box","text":"prevent the Fund from trading in futures contracts and options on futures contracts (including options on currencies to","page_number":77,"box":{"x":98,"y":763,"width":837,"height":13}},{"id":"6286cc0d-f30e-4d96-a8b4-cfd50dadac80","block_type":"box","text":"the extent consistent with the Fund’s investment objective and policies).","page_number":77,"box":{"x":98,"y":778,"width":506,"height":13}},{"id":"c1f88f46-00b2-4670-818e-1498946dc0c2","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may","page_number":77,"box":{"x":59,"y":799,"width":836,"height":12}},{"id":"f3831127-c93b-4bf5-a616-bd9e6dc2f447","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act in disposing of portfolio securities.","page_number":77,"box":{"x":98,"y":814,"width":690,"height":12}},{"id":"94fb74a5-c2e7-4745-b9bf-95a765318780","block_type":"box","text":"Each of the iShares U.S. Aerospace & Defense ETF, iShares U.S. Broker-Dealers & Securities Exchanges ETF, iShares U.S.","page_number":77,"box":{"x":60,"y":840,"width":856,"height":12}},{"id":"862cab52-877f-4f35-9e84-f215b9cfd8d5","block_type":"box","text":"Healthcare Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Insurance ETF, iShares U.S. Medical Devices","page_number":77,"box":{"x":60,"y":855,"width":861,"height":12}},{"id":"88337fce-4f04-4a46-90fa-7a8feffe4fc5","block_type":"box","text":"ETF, iShares U.S. Oil & Gas Exploration & Production ETF, iShares U.S. Oil Equipment & Services ETF, iShares U.S.","page_number":77,"box":{"x":60,"y":870,"width":803,"height":13}},{"id":"d1872cf1-5030-4a86-a824-8685955c4fdd","block_type":"box","text":"Pharmaceuticals ETF and iShares U.S. Regional Banks ETF will not:","page_number":77,"box":{"x":60,"y":886,"width":477,"height":12}},{"id":"dd560ae0-281c-4c29-bf7b-23277b40e0fc","block_type":"box","text":"65","page_number":77,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"de61fdc4-2fdd-457c-a094-f985b07ff89e","block_type":"box","text":"1. Concentrate its investments (","page_number":78,"box":{"x":61,"y":67,"width":242,"height":12}},{"id":"914e14f8-51e2-4ed8-abcf-57f358335a80","block_type":"box","text":"i.e.,","page_number":78,"box":{"x":304,"y":68,"width":22,"height":10}},{"id":"5117e1e3-bf17-4772-9626-35f5dcf97557","block_type":"box","text":"hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":78,"box":{"x":332,"y":67,"width":590,"height":12}},{"id":"c4ac0b16-73b9-4527-b834-0acd7cee931a","block_type":"box","text":"industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":78,"box":{"x":99,"y":82,"width":771,"height":12}},{"id":"88066e2d-021b-4e16-ac6c-4fae6817d28c","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":78,"box":{"x":98,"y":97,"width":841,"height":12}},{"id":"ca31ba22-93ad-4787-aa05-9e0d1cfa9eb5","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":78,"box":{"x":98,"y":112,"width":783,"height":12}},{"id":"f32fe31a-e60f-4e12-b7d1-2f2923fc5745","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":78,"box":{"x":98,"y":127,"width":777,"height":12}},{"id":"7b3eb907-14ab-438b-8cba-3492c141296f","block_type":"box","text":"considered to be issued by members of any industry.","page_number":78,"box":{"x":98,"y":142,"width":367,"height":13}},{"id":"98c2d0d4-be55-459d-b755-704f95b59c8b","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":78,"box":{"x":59,"y":162,"width":815,"height":13}},{"id":"6618481d-55a1-47bc-99e3-617d9cb100b3","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":78,"box":{"x":98,"y":177,"width":807,"height":13}},{"id":"f65dcdce-0933-434e-ae49-bab2c0c4258d","block_type":"box","text":"securities, and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":78,"box":{"x":98,"y":193,"width":761,"height":12}},{"id":"03dc3510-7d7e-4f82-aa06-cea98c5a872b","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":78,"box":{"x":98,"y":208,"width":756,"height":12}},{"id":"9f4473f7-b2d8-47f2-a68d-2e73eaa70099","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":78,"box":{"x":98,"y":223,"width":815,"height":12}},{"id":"52cf753f-f23a-4099-afcf-71e677d1f74e","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":78,"box":{"x":99,"y":238,"width":826,"height":12}},{"id":"223f0b73-5c1a-4ce5-991d-4842f801c99b","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":78,"box":{"x":98,"y":253,"width":716,"height":12}},{"id":"7c69ca4c-8b35-47ec-9fae-8a74b2a23a5f","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or","page_number":78,"box":{"x":59,"y":273,"width":815,"height":13}},{"id":"4dd2d662-7a2c-48f6-9e35-9199502c6cbe","block_type":"box","text":"otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":78,"box":{"x":98,"y":288,"width":575,"height":13}},{"id":"2449f7e3-c0df-439f-8acb-ce34dd868eed","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act.","page_number":78,"box":{"x":59,"y":308,"width":409,"height":13}},{"id":"f6cd4f8c-3984-40af-b9b4-59917d57a82a","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":78,"box":{"x":59,"y":329,"width":860,"height":12}},{"id":"a295ee0a-4848-42c1-bd65-b38f6644890f","block_type":"box","text":"prevent each Fund from trading in futures contracts and options on futures contracts (including options on currencies","page_number":78,"box":{"x":98,"y":344,"width":829,"height":12}},{"id":"9ddbd632-ee43-46b0-b989-c64f31713a08","block_type":"box","text":"to the extent consistent with each Fund’s investment objective and policies).","page_number":78,"box":{"x":98,"y":359,"width":536,"height":12}},{"id":"5ac7940d-352a-45c1-a08b-bfc1d6aa2ee0","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":78,"box":{"x":59,"y":379,"width":847,"height":12}},{"id":"baea91fe-4e10-4fb5-bef1-c4b5ec9bf77f","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act in disposing of portfolio securities.","page_number":78,"box":{"x":98,"y":394,"width":690,"height":13}},{"id":"b1ed4442-e8d3-4b3d-9566-1104086d761f","block_type":"box","text":"Each of the iShares Preferred and Income Securities ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF","page_number":78,"box":{"x":60,"y":421,"width":878,"height":12}},{"id":"684790ea-4fc0-4786-891f-dc8ee1ef705a","block_type":"box","text":"and iShares Russell Top 200 Value ETF will not:","page_number":78,"box":{"x":59,"y":436,"width":338,"height":12}},{"id":"27632d72-f6b3-4d8d-b6d0-fdd4cceb7f8e","block_type":"box","text":"1. Concentrate its investments (","page_number":78,"box":{"x":61,"y":456,"width":242,"height":12}},{"id":"818b45bb-ecc8-481d-9775-86052f95ea9b","block_type":"box","text":"i.e.","page_number":78,"box":{"x":304,"y":457,"width":18,"height":9}},{"id":"7b9ca616-59eb-4a17-83c4-e8f9057e6d0d","block_type":"box","text":", invest 25% or more of its total assets in the securities of a particular industry or group","page_number":78,"box":{"x":324,"y":456,"width":609,"height":12}},{"id":"9bcb7491-fdbf-43a6-9bf9-e876c7e4b8ac","block_type":"box","text":"of industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":78,"box":{"x":98,"y":471,"width":790,"height":12}},{"id":"3e832869-2c4a-42df-a6de-fd8193f3a3f5","block_type":"box","text":"concentrates in the securities of such particular industry or group of industries. For purposes of this limitation,","page_number":78,"box":{"x":98,"y":486,"width":772,"height":12}},{"id":"ef204e20-a47f-42aa-90ef-d28eca2e3c78","block_type":"box","text":"securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized","page_number":78,"box":{"x":98,"y":501,"width":821,"height":13}},{"id":"a5eca7a2-1d35-4e3a-8ac9-75739bda4592","block_type":"box","text":"by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":78,"box":{"x":99,"y":516,"width":827,"height":13}},{"id":"6640deb5-4a78-4a35-87d1-205fff4a9db1","block_type":"box","text":"considered to be issued by members of any industry.","page_number":78,"box":{"x":98,"y":531,"width":367,"height":13}},{"id":"9763215f-4261-441a-8663-0c8a6d8b363a","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":78,"box":{"x":59,"y":552,"width":815,"height":12}},{"id":"84d167f6-9b10-4fa1-b9b4-80c19dd709a9","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":78,"box":{"x":98,"y":567,"width":807,"height":12}},{"id":"0dc646c8-b065-494a-899e-502a001d4a2e","block_type":"box","text":"securities; and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":78,"box":{"x":98,"y":582,"width":761,"height":12}},{"id":"5ff6abe8-abfa-49c6-a20d-b3b11e518740","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":78,"box":{"x":98,"y":597,"width":756,"height":12}},{"id":"9ab0b653-f731-43f4-858d-a1ffaaa381c5","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":78,"box":{"x":98,"y":612,"width":815,"height":12}},{"id":"bf138575-6201-47a5-bed7-2786e710c03a","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":78,"box":{"x":99,"y":627,"width":826,"height":13}},{"id":"6a65f887-685e-4d8d-a4f7-6923b3b0fff7","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":78,"box":{"x":98,"y":642,"width":716,"height":13}},{"id":"a0686765-50b5-4926-9130-f17e0e261c1c","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by","page_number":78,"box":{"x":59,"y":663,"width":857,"height":12}},{"id":"8d7c4e07-9d08-4ac8-94b4-3bdcc6d20f0f","block_type":"box","text":"regulatory authority having jurisdiction, from time to time.","page_number":78,"box":{"x":99,"y":678,"width":407,"height":12}},{"id":"5c3ba404-b291-4c9a-bf9b-6747e7b018ef","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory","page_number":78,"box":{"x":59,"y":698,"width":843,"height":12}},{"id":"795915b2-5762-458e-a541-d3cce0f0e352","block_type":"box","text":"authority having jurisdiction, from time to time.","page_number":78,"box":{"x":98,"y":713,"width":332,"height":12}},{"id":"9d559c3d-f0c3-4f6a-ac9f-44db655409bd","block_type":"box","text":"5. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this","page_number":78,"box":{"x":59,"y":733,"width":812,"height":12}},{"id":"cc040a8f-ae28-4079-82f3-d2284a733826","block_type":"box","text":"restriction shall not prevent each Fund from investing in securities of companies engaged in the real estate business or","page_number":78,"box":{"x":99,"y":748,"width":830,"height":13}},{"id":"1ce18bcc-e562-44ca-908c-d1aa148e4c79","block_type":"box","text":"securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this","page_number":78,"box":{"x":98,"y":763,"width":828,"height":13}},{"id":"f4df56bb-c471-4591-a79f-468065c8505e","block_type":"box","text":"restriction shall not prevent each Fund from trading in futures contracts and options on futures contracts, including","page_number":78,"box":{"x":99,"y":778,"width":808,"height":13}},{"id":"bb88599f-41cb-4437-bc32-87af0f4aacff","block_type":"box","text":"options on currencies to the extent consistent with each Fund’s investment objective and policies).","page_number":78,"box":{"x":98,"y":794,"width":692,"height":12}},{"id":"23da0fe1-592d-436e-a62d-c2fdc71c9c00","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":78,"box":{"x":59,"y":814,"width":847,"height":12}},{"id":"97e78184-96e7-43a1-80b5-f2d08aaba9f0","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.","page_number":78,"box":{"x":98,"y":829,"width":694,"height":12}},{"id":"e89ebc98-7b32-4f03-9047-9f99ac883be2","block_type":"box","text":"Each of the iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select","page_number":78,"box":{"x":60,"y":849,"width":866,"height":12}},{"id":"9454f84c-fd5a-4db4-889d-c3db5fbb2859","block_type":"box","text":"Screened S&P Small-Cap ETF, iShares International Developed Small Cap Value Factor ETF, iShares MSCI USA Quality","page_number":78,"box":{"x":59,"y":864,"width":841,"height":12}},{"id":"404683d0-6037-4b3f-b781-6d04dec21b24","block_type":"box","text":"GARP ETF, iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares S&P 500 3% Capped ETF,","page_number":78,"box":{"x":59,"y":879,"width":829,"height":13}},{"id":"ec21f047-b500-47ae-a031-c0055a5fe37a","block_type":"box","text":"66","page_number":78,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"225819e1-a5b3-4e9d-8f58-39a82b750452","block_type":"box","text":"iShares S&P 500 ex S&P 100 ETF, iShares Texas Equity ETF, iShares Top 20 U.S. Stocks ETF, iShares U.S. Infrastructure,","page_number":79,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"3b1cc2fc-fd9f-48d6-8df7-5ca08c6f2e62","block_type":"box","text":"iShares U.S. Manufacturing ETF and iShares US Small Cap Value Factor ETF may not:","page_number":79,"box":{"x":59,"y":82,"width":607,"height":12}},{"id":"f0cb04f2-8d5b-40ea-8e63-13cff10b667b","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the 1940 Act, except that each Fund will","page_number":79,"box":{"x":61,"y":102,"width":843,"height":12}},{"id":"28532ba7-5400-4e58-b2f7-5eb3ea3b6b73","block_type":"box","text":"concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a particular","page_number":79,"box":{"x":98,"y":117,"width":812,"height":12}},{"id":"94e69f85-cbae-422d-9006-9fd9f5097a64","block_type":"box","text":"industry or group of industries.","page_number":79,"box":{"x":99,"y":132,"width":215,"height":12}},{"id":"830e629b-8fde-4a25-bad7-0c577bd654a1","block_type":"box","text":"2. Borrow money, except as permitted under the 1940 Act.","page_number":79,"box":{"x":59,"y":152,"width":431,"height":13}},{"id":"9bd4c68c-2c5d-4212-81b0-cbef874cde17","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the 1940 Act.","page_number":79,"box":{"x":59,"y":172,"width":585,"height":10}},{"id":"00545ecd-6be9-4444-b397-080d66198068","block_type":"box","text":"4. Purchase or hold real estate, except each Fund may purchase and hold securities or other instruments that are secured","page_number":79,"box":{"x":59,"y":193,"width":872,"height":12}},{"id":"58a4a73e-53d0-46f5-b499-7d5bd48cef75","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers","page_number":79,"box":{"x":99,"y":208,"width":825,"height":12}},{"id":"19ea71a0-ce7c-4527-8c3e-1c5fabd32066","block_type":"box","text":"engaged in the real estate business, and each Fund may purchase and hold real estate as a result of the ownership of","page_number":79,"box":{"x":98,"y":223,"width":821,"height":12}},{"id":"733243ad-c9d8-4ad7-a763-7519910bbb61","block_type":"box","text":"securities or other instruments.","page_number":79,"box":{"x":98,"y":238,"width":219,"height":10}},{"id":"2ab02b4e-ed6a-4de1-a993-fe0167058f96","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by each Fund may be","page_number":79,"box":{"x":59,"y":258,"width":851,"height":12}},{"id":"f9306c2a-861b-41c2-a90b-96b8e6344925","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":79,"box":{"x":98,"y":273,"width":524,"height":13}},{"id":"18dd706b-cae5-4a9b-8402-4c4fe45e000f","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the 1940 Act.","page_number":79,"box":{"x":59,"y":293,"width":684,"height":13}},{"id":"1479c3aa-56f5-4e5e-bd7c-cce2f2998345","block_type":"box","text":"7. Make loans to the extent prohibited by the 1940 Act.","page_number":79,"box":{"x":59,"y":314,"width":407,"height":12}},{"id":"f93035af-3461-4f6f-9ff4-d58b7382be11","block_type":"box","text":"Notations Regarding the iShares ESG Select Screened S&P 500 ETF’s, iShares ESG Select Screened S&P Mid-Cap ETF’s,","page_number":79,"box":{"x":59,"y":340,"width":850,"height":12}},{"id":"081bf164-db2c-4a6c-a5df-92972eb1ca8e","block_type":"box","text":"iShares ESG Select Screened S&P Small-Cap ETF’s, iShares International Developed Small Cap Value Factor ETF’s, iShares","page_number":79,"box":{"x":59,"y":355,"width":876,"height":12}},{"id":"47db9cc7-c664-4e7c-957e-75ace077e59c","block_type":"box","text":"MSCI USA Quality GARP ETF’s, iShares Nasdaq-100 ex Top 30 ETF’s, iShares Nasdaq Top 30 Stocks ETF’s, iShares S&P","page_number":79,"box":{"x":59,"y":370,"width":850,"height":13}},{"id":"7815edd8-ede6-4e39-992c-f74fbdfb9c37","block_type":"box","text":"500 3% Capped ETF’s, iShares S&P 500 ex S&P 100 ETF’s, iShares Texas Equity ETF’s, iShares Top 20 U.S. Stocks ETF’s,","page_number":79,"box":{"x":58,"y":385,"width":855,"height":13}},{"id":"6d73c4ac-1f6b-4834-a322-57c7b593eac1","block_type":"box","text":"iShares U.S. Infrastructure ETF’s, iShares U.S. Manufacturing ETF’s and iShares US Small Cap Value Factor ETF’s","page_number":79,"box":{"x":59,"y":400,"width":808,"height":13}},{"id":"bce9b466-28ab-41cd-89ff-aa91dd951ccf","block_type":"box","text":"Fundamental Investment Policies","page_number":79,"box":{"x":59,"y":416,"width":241,"height":9}},{"id":"ce594adc-174b-4af1-98c8-8843a80a4d9b","block_type":"box","text":"The following notations are not considered to be part of each Fund’s fundamental investment policies and are subject to","page_number":79,"box":{"x":59,"y":442,"width":843,"height":12}},{"id":"49c39029-a717-4ed8-8fbc-4ae5e9283c23","block_type":"box","text":"change without shareholder approval.","page_number":79,"box":{"x":59,"y":457,"width":265,"height":13}},{"id":"d9931565-a58a-4b8e-984f-c75dac8fff1a","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":79,"box":{"x":59,"y":484,"width":853,"height":12}},{"id":"47ef7b50-12ed-44a0-94e8-826a873c4385","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":79,"box":{"x":60,"y":499,"width":854,"height":12}},{"id":"f58b25cc-747c-4cf7-945b-7165b334967a","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":79,"box":{"x":60,"y":514,"width":840,"height":12}},{"id":"db3a4a64-0711-4c99-88c4-007bf75f2f2c","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":79,"box":{"x":60,"y":529,"width":877,"height":12}},{"id":"68b83c71-1916-4bc5-9d89-4d3a4ef4daca","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":79,"box":{"x":60,"y":544,"width":856,"height":12}},{"id":"efc1ec66-8e63-4dd2-b3a3-0c2b649e1790","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":79,"box":{"x":59,"y":559,"width":860,"height":13}},{"id":"52822625-dfb5-4c86-9b47-18e715b883eb","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":79,"box":{"x":60,"y":574,"width":805,"height":13}},{"id":"3570f18f-17e0-46da-b4dd-d5a0c10c642b","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":79,"box":{"x":60,"y":589,"width":847,"height":13}},{"id":"3eceb82e-137d-4c5e-a858-cc3eedccb7bf","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":79,"box":{"x":60,"y":605,"width":820,"height":12}},{"id":"d4064b04-a06e-4de3-83f4-0f5f978eaf91","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":79,"box":{"x":60,"y":620,"width":809,"height":12}},{"id":"43932791-2290-48b8-9f4b-2214f80c1721","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":79,"box":{"x":60,"y":635,"width":815,"height":12}},{"id":"20672b64-e3bd-4862-9225-4289ef7d9469","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to a Fund’s industry classifications, each","page_number":79,"box":{"x":59,"y":650,"width":869,"height":12}},{"id":"afc95596-397f-4a47-91a4-9b4e2efec007","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":79,"box":{"x":60,"y":665,"width":845,"height":12}},{"id":"4a790481-d983-4b37-8e37-6c878c8f491b","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":79,"box":{"x":60,"y":680,"width":851,"height":12}},{"id":"4b21c308-3827-4def-9ff3-f7d9a34b390d","block_type":"box","text":"authority to a Fund as to how to classify issuers within or among industries.","page_number":79,"box":{"x":59,"y":695,"width":531,"height":13}},{"id":"7912d2fc-a125-4394-875e-3b78be644f86","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":79,"box":{"x":59,"y":722,"width":843,"height":12}},{"id":"cc5aed07-b698-44ff-bbdc-bafe38499986","block_type":"box","text":"permits each Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose,","page_number":79,"box":{"x":59,"y":737,"width":851,"height":12}},{"id":"ff95eb18-9e60-49f9-8a76-786dd666ae25","block_type":"box","text":"and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total","page_number":79,"box":{"x":59,"y":752,"width":845,"height":12}},{"id":"0fb3938b-70b9-474f-82d3-b47023100d84","block_type":"box","text":"assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires","page_number":79,"box":{"x":59,"y":767,"width":877,"height":12}},{"id":"16035d5e-2f08-4a67-8cd8-7b0a0b9a80f7","block_type":"box","text":"each Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage","page_number":79,"box":{"x":59,"y":782,"width":841,"height":13}},{"id":"89067774-03d9-485c-a9d1-0fadd9a49fd0","block_type":"box","text":"means the ratio that the value of each Fund’s total assets (including amounts borrowed), minus liabilities other than","page_number":79,"box":{"x":60,"y":797,"width":812,"height":13}},{"id":"4f94518d-2d65-449e-9905-f18e3e6b706d","block_type":"box","text":"borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as","page_number":79,"box":{"x":60,"y":812,"width":856,"height":13}},{"id":"17aab4cd-d01e-4f76-88e7-5b2d62337fb6","block_type":"box","text":"“leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be","page_number":79,"box":{"x":59,"y":828,"width":851,"height":12}},{"id":"1e34d092-7568-4742-b607-d7a8e2c680e5","block_type":"box","text":"borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f","page_number":79,"box":{"x":60,"y":843,"width":878,"height":12}},{"id":"7b0d43d6-3734-449f-845a-9b2ae4c2d4e2","block_type":"box","text":"4 under the Investment Company Act, when each Fund engages in reverse repurchase agreements and similar financing","page_number":79,"box":{"x":59,"y":858,"width":842,"height":12}},{"id":"e9cfba8d-011c-484b-a802-a7e75a5a9e23","block_type":"box","text":"transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any","page_number":79,"box":{"x":59,"y":873,"width":845,"height":12}},{"id":"afd785d9-5569-46b5-a146-85517132aa35","block_type":"box","text":"other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4","page_number":79,"box":{"x":59,"y":888,"width":851,"height":12}},{"id":"be2fddf7-16c1-47f3-97c4-12d1efd11b14","block_type":"box","text":"67","page_number":79,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"72ca41c1-df12-4933-a8b3-76e350437ac0","block_type":"box","text":"with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and","page_number":80,"box":{"x":59,"y":67,"width":783,"height":12}},{"id":"1eafc3d1-8925-4dd0-adfe-037d71e64822","block_type":"box","text":"arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and","page_number":80,"box":{"x":59,"y":82,"width":834,"height":12}},{"id":"8f0b164f-fc4f-437e-ba57-7dafc73c8b1f","block_type":"box","text":"investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":80,"box":{"x":60,"y":97,"width":754,"height":12}},{"id":"a8408aef-6861-4581-9c11-c315114d19af","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":80,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"29571d35-5f0b-4998-b585-29d927f7ee3b","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":80,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"908e21a1-bb8e-48cd-9299-49f67ff5ef83","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":80,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"5c8d5fc0-8c42-4066-b4c9-7fe7183149a9","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":80,"box":{"x":59,"y":169,"width":789,"height":12}},{"id":"4ac2a7cd-7e7c-44d1-89ee-099ad6e4bd46","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":80,"box":{"x":59,"y":184,"width":814,"height":11}},{"id":"61b1eeca-4d70-45d4-8413-a7654d038472","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":80,"box":{"x":59,"y":199,"width":847,"height":12}},{"id":"13559bbd-b533-4272-9c92-47a2b51ef4e0","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":80,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"63f29948-663a-4264-9461-c0f20a7c35a0","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":80,"box":{"x":60,"y":229,"width":821,"height":12}},{"id":"8d2cd9e7-e309-4318-944a-826c7f89e07b","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":80,"box":{"x":60,"y":244,"width":836,"height":13}},{"id":"333521a5-3964-4248-bd75-6e8054e73bad","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":80,"box":{"x":60,"y":259,"width":829,"height":13}},{"id":"f624655d-5354-434d-8f94-b65370180f78","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":80,"box":{"x":60,"y":274,"width":860,"height":13}},{"id":"209fb7e3-7826-43dc-a375-f4e999b2fabd","block_type":"box","text":"law.","page_number":80,"box":{"x":60,"y":290,"width":25,"height":9}},{"id":"abbe6ec0-04f6-4506-9db1-93f806ddcb25","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":80,"box":{"x":59,"y":316,"width":835,"height":12}},{"id":"9d700c65-804f-4eae-a2d3-5303d6faa6a5","block_type":"box","text":"prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":80,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"f1426383-f26f-4d80-aed3-677a6ca4eb1b","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":80,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"cdabafdc-cb76-4b32-8264-50797114766f","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":80,"box":{"x":59,"y":361,"width":861,"height":13}},{"id":"1e101aba-2f6b-401c-9c81-82fd27f1ca7b","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":80,"box":{"x":59,"y":377,"width":842,"height":12}},{"id":"253bf245-2b54-4f8c-9062-87cae9a6599c","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":80,"box":{"x":59,"y":392,"width":363,"height":11}},{"id":"a322b1f9-05bd-4f05-9af1-f3c920765150","block_type":"box","text":"Non-Fundamental Investment Policy of the Funds.","page_number":80,"box":{"x":60,"y":418,"width":360,"height":12}},{"id":"cf1bb1da-8faa-45b0-ac46-4bd72fb0f21e","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":80,"box":{"x":60,"y":445,"width":869,"height":12}},{"id":"66b8dd0f-17f7-479f-8f6c-1f670e081f24","block_type":"box","text":"Fund may not purchase shares of any registered open-end investment company or registered unit investment trust, in","page_number":80,"box":{"x":60,"y":460,"width":823,"height":12}},{"id":"6b29846b-e26a-4d01-a745-ea0c1eaf0f0a","block_type":"box","text":"reliance on Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares","page_number":80,"box":{"x":60,"y":475,"width":854,"height":12}},{"id":"93944b61-a585-4414-9f13-973f7b0a6898","block_type":"box","text":"are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).","page_number":80,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"59c7db5c-4439-408f-8c6f-61a5e5a949c6","block_type":"box","text":"The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end investment companies","page_number":80,"box":{"x":59,"y":505,"width":870,"height":12}},{"id":"628e05c8-eceb-4773-95f9-f2029e769260","block_type":"box","text":"to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted, modified or otherwise permitted","page_number":80,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"4d1a62d7-b00d-4bb0-8aac-8f0201d97d6b","block_type":"box","text":"by regulatory authority having jurisdiction, from time to time.","page_number":80,"box":{"x":60,"y":535,"width":427,"height":13}},{"id":"c135e4dd-cd93-4f65-a5b2-f5efe6c1a83d","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":80,"box":{"x":59,"y":562,"width":656,"height":12}},{"id":"f26b4b1b-c6b0-41f7-92ab-78d54f639331","block_type":"box","text":"Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply","page_number":80,"box":{"x":60,"y":588,"width":871,"height":13}},{"id":"bc42d42d-0922-424c-b412-9a45d67c63f6","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of each Fund’s assets invested in certain","page_number":80,"box":{"x":59,"y":603,"width":841,"height":13}},{"id":"08d932bf-293a-4c3d-af23-c05480bb916a","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in each Fund’s total assets will not","page_number":80,"box":{"x":59,"y":618,"width":829,"height":13}},{"id":"b41e9a18-cef3-4492-b873-47ea215f178a","block_type":"box","text":"require the Fund to dispose of an investment.","page_number":80,"box":{"x":60,"y":634,"width":316,"height":12}},{"id":"2d2e1022-a25e-41d6-b49c-59a6dac96c97","block_type":"box","text":"Continuous Offering","page_number":80,"box":{"x":60,"y":664,"width":339,"height":30}},{"id":"b6c22733-b118-4386-ad5b-111fd5d73196","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":80,"box":{"x":59,"y":705,"width":820,"height":13}},{"id":"ba4c7213-d421-4421-8409-c6c76dac2f56","block_type":"box","text":"Because new Creation Units are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term","page_number":80,"box":{"x":60,"y":720,"width":872,"height":13}},{"id":"c6d9ee72-fdfc-4080-ac5b-639693d5cd67","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":80,"box":{"x":60,"y":736,"width":849,"height":12}},{"id":"b02ce9a2-765d-4d83-93aa-978db28be4d6","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":80,"box":{"x":59,"y":751,"width":849,"height":12}},{"id":"57acae8c-0fd1-4913-9299-a7669f9341d2","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":80,"box":{"x":59,"y":766,"width":877,"height":12}},{"id":"71289b2c-60d7-4a2d-bd5f-e89fbc5d839f","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":80,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"45409cd5-82cd-46f6-820b-622c71bb5913","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":80,"box":{"x":59,"y":807,"width":853,"height":13}},{"id":"eb2e8b8e-c04b-4851-beaa-cd95988b9e1d","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":80,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"49961a55-276b-4a30-bfb9-48e5bafdab6e","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":80,"box":{"x":59,"y":838,"width":862,"height":12}},{"id":"a7267527-025f-44c8-8283-a7e8623a4277","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":80,"box":{"x":59,"y":853,"width":861,"height":12}},{"id":"22898898-0d17-4ad7-9858-b713f480d7ec","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":80,"box":{"x":60,"y":868,"width":861,"height":12}},{"id":"7dd69fa0-3ef9-4a7c-8c77-6de3f8d62705","block_type":"box","text":"an underwriter.","page_number":80,"box":{"x":59,"y":883,"width":106,"height":10}},{"id":"c9a31854-a70a-4445-8c45-f7276a696395","block_type":"box","text":"68","page_number":80,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"ed2dcf0a-83ba-4967-9116-7709a2f669d9","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":81,"box":{"x":60,"y":67,"width":817,"height":12}},{"id":"9eeb46ec-29c4-45e2-8523-f4b9e2cb5325","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":81,"box":{"x":59,"y":82,"width":858,"height":12}},{"id":"efeaa92f-8ae3-42b4-b93b-e515994846d6","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":81,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"52ad5523-2f1d-444c-8622-5f4955cb8e8a","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Funds are","page_number":81,"box":{"x":59,"y":112,"width":831,"height":12}},{"id":"e0fcd587-1bbf-42bf-be81-e3c1acc2d92a","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":81,"box":{"x":60,"y":127,"width":864,"height":12}},{"id":"8271347e-0dc8-4e9f-bb7e-c0f60b97d5bd","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":81,"box":{"x":59,"y":142,"width":874,"height":13}},{"id":"da10cf71-de47-4e6e-ba95-f0340783977f","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":81,"box":{"x":59,"y":157,"width":845,"height":13}},{"id":"087b7dfc-2e36-4f1b-aa8a-04e61f69535d","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":81,"box":{"x":59,"y":172,"width":413,"height":13}},{"id":"694068a7-43c5-4470-83ec-e37ed75dba10","block_type":"box","text":"Management","page_number":81,"box":{"x":61,"y":204,"width":224,"height":29}},{"id":"6c743119-be6e-40f2-a1a7-54493613a7b9","block_type":"box","text":"Trustees and Officers.","page_number":81,"box":{"x":58,"y":244,"width":158,"height":10}},{"id":"8356e905-8516-4f3c-8c07-3390d48c0bc6","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":81,"box":{"x":225,"y":244,"width":670,"height":13}},{"id":"920b2607-cccd-4221-9e36-180669e0e529","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":81,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"6e952be6-dc2c-4575-8df9-229d76a201f8","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":81,"box":{"x":60,"y":274,"width":816,"height":13}},{"id":"dedcfa0a-e5de-47fa-bc8a-1ea32694fc2c","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":81,"box":{"x":59,"y":290,"width":862,"height":12}},{"id":"4451d4e6-fb23-461b-b537-f9d858fb895d","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":81,"box":{"x":59,"y":305,"width":578,"height":12}},{"id":"15b77d5c-f4a8-4c81-83ce-ed015a89252f","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":81,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"b7018e20-7102-4204-ad07-0e043cd36386","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":81,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"641c5f4f-bee1-4aee-9ea0-b1bdc13657cd","block_type":"box","text":"Complex”). Each Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":81,"box":{"x":59,"y":361,"width":862,"height":13}},{"id":"7caf9935-bd99-414d-a665-2b0cba3810e2","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":81,"box":{"x":60,"y":377,"width":868,"height":11}},{"id":"07d5c9a0-eec4-4ca9-8674-2977a2098c71","block_type":"box","text":"of the funds within the iShares Complex, which consists of 435 funds as of July 31, 2026. With the exception of Stephen","page_number":81,"box":{"x":59,"y":392,"width":836,"height":12}},{"id":"cc55e2f7-28bb-4a8c-8ffc-dca2b098ede6","block_type":"box","text":"Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard","page_number":81,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"c53111c8-8c46-498b-b060-f4f3299a0d28","block_type":"box","text":"Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New","page_number":81,"box":{"x":59,"y":422,"width":873,"height":12}},{"id":"50126268-a3dc-4f80-a032-0013db2b06a8","block_type":"box","text":"York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue, London EC2N","page_number":81,"box":{"x":59,"y":437,"width":858,"height":12}},{"id":"8b61346d-4d3b-4919-93f5-4637a0a1e39d","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":81,"box":{"x":59,"y":452,"width":835,"height":12}},{"id":"92324f2d-50de-49a7-9dbc-fe67170cf250","block_type":"box","text":"about the Funds’ Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":81,"box":{"x":59,"y":467,"width":859,"height":13}},{"id":"0f323dfc-2137-4636-aba2-d1a4dd2f9e20","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":81,"box":{"x":59,"y":482,"width":288,"height":13}},{"id":"988bd288-3a40-4ccb-9f5e-c9e7b8119364","block_type":"box","text":"Interested Trustees","page_number":81,"box":{"x":60,"y":509,"width":137,"height":10}},{"id":"373aa938-3ba7-4b25-ac4b-6ff67bea8d1f","block_type":"box","text":"Name (Year of Birth) Position","page_number":81,"box":{"x":73,"y":549,"width":248,"height":9}},{"id":"0338fdc2-ec04-43d7-9a0f-3502604d685f","block_type":"box","text":"Principal Occupation(s)","page_number":81,"box":{"x":455,"y":538,"width":136,"height":10}},{"id":"db929276-33a3-4dad-96e7-e571f0be607d","block_type":"box","text":"During the Past 5 Years","page_number":81,"box":{"x":457,"y":549,"width":133,"height":9}},{"id":"66bca380-87ab-446d-9dfe-d3860b5c5abf","block_type":"box","text":"Other Directorships","page_number":81,"box":{"x":750,"y":538,"width":113,"height":10}},{"id":"bc0bea8a-1426-45d5-884a-db8c046544c2","block_type":"box","text":"Held by Trustee","page_number":81,"box":{"x":763,"y":549,"width":89,"height":9}},{"id":"ce7497d4-cc32-49b6-98aa-df29a06200a9","block_type":"box","text":"Robert S. Kapito","page_number":81,"box":{"x":60,"y":571,"width":110,"height":12}},{"id":"453f1626-e170-40f0-ac25-04e6b0e6873f","block_type":"box","text":"1","page_number":81,"box":{"x":172,"y":569,"width":3,"height":6}},{"id":"f441bdb2-3043-4dce-bb12-72bf037f74ca","block_type":"box","text":"(1957)","page_number":81,"box":{"x":60,"y":586,"width":44,"height":12}},{"id":"99166de5-b745-4564-957d-6a7e2916e3e8","block_type":"box","text":"Trustee","page_number":81,"box":{"x":225,"y":571,"width":52,"height":9}},{"id":"d94bf776-d906-4e7b-bc8f-dc36396f738a","block_type":"box","text":"(since 2009).","page_number":81,"box":{"x":226,"y":586,"width":90,"height":12}},{"id":"53b8320a-223e-4064-b190-22b68d796c8e","block_type":"box","text":"President of BlackRock, Inc. 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He is the recipient of the 2009 Joseph Wharton Leadership Award, the Marine Corps-Law","page_number":85,"box":{"x":60,"y":172,"width":825,"height":13}},{"id":"92d2172e-0d27-422e-8c07-27a3f4e7a526","block_type":"box","text":"Enforcement Foundation’s 2010 Semper Fidelis Award and is a frequent public speaker on best practices in investment","page_number":85,"box":{"x":60,"y":188,"width":828,"height":12}},{"id":"14e4e1c1-61d5-41cb-8c9d-4fa7abc56149","block_type":"box","text":"management. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in","page_number":85,"box":{"x":60,"y":203,"width":839,"height":12}},{"id":"192f2220-4f98-4766-b696-c5c212283c03","block_type":"box","text":"1979, and an MBA degree from Harvard Business School in 1983.","page_number":85,"box":{"x":61,"y":218,"width":454,"height":12}},{"id":"82575669-6fc3-4820-b369-0405a74d351b","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":85,"box":{"x":59,"y":244,"width":840,"height":13}},{"id":"159cba3d-e0d4-4da6-be50-84fac67ab088","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":85,"box":{"x":59,"y":259,"width":865,"height":13}},{"id":"c9c4d493-9ef6-4946-9530-1e9051ece6c1","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":85,"box":{"x":60,"y":274,"width":853,"height":13}},{"id":"acdc81b8-293e-44b0-82ef-a9e86d5e5df2","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":85,"box":{"x":59,"y":290,"width":869,"height":12}},{"id":"372a06b8-8a6c-49f1-9e4a-14a92134eced","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":85,"box":{"x":60,"y":305,"width":856,"height":12}},{"id":"e71c2e4d-2656-49c4-a9c8-a9d16570186b","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":85,"box":{"x":59,"y":320,"width":846,"height":12}},{"id":"51c42cd0-79d0-4029-9b9a-5abc5009d6cd","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":85,"box":{"x":59,"y":335,"width":829,"height":12}},{"id":"37af1c6f-54fa-4d88-be0a-3fea46e1efbf","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":85,"box":{"x":59,"y":350,"width":866,"height":12}},{"id":"8b5a9038-95b6-4fd7-ad53-922b716efa6e","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":85,"box":{"x":60,"y":365,"width":857,"height":13}},{"id":"24315305-ee7a-442c-8a73-b7863b962bc8","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":85,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"8ad6ef8d-0202-4a0c-ade1-8e2d4a05432c","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":85,"box":{"x":60,"y":395,"width":865,"height":13}},{"id":"f14be018-6cd3-43d6-9e29-14c10726b25c","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":85,"box":{"x":59,"y":411,"width":862,"height":12}},{"id":"2fba7c5b-cad6-4521-918f-edf502e0883e","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":85,"box":{"x":60,"y":426,"width":844,"height":12}},{"id":"f23b4b3b-cbdd-48f6-9ede-334d53b30c77","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":85,"box":{"x":59,"y":441,"width":844,"height":12}},{"id":"1f5f871e-7f31-4747-ab26-3a47804482f7","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":85,"box":{"x":59,"y":456,"width":861,"height":12}},{"id":"722f01f1-1fc6-4913-87e4-eaf956a53e2d","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":85,"box":{"x":60,"y":471,"width":410,"height":12}},{"id":"95496a17-17c0-44b0-9b6b-e03e33dd8879","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":85,"box":{"x":58,"y":497,"width":859,"height":13}},{"id":"58ed1304-4c7a-4796-ae0f-e07101cec12f","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":85,"box":{"x":59,"y":513,"width":850,"height":12}},{"id":"0c6cfd46-34fd-4f9c-b9ad-ac21162ec045","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":85,"box":{"x":60,"y":528,"width":830,"height":12}},{"id":"1a973df3-c7b5-475c-a942-e1ca04388cd7","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":85,"box":{"x":60,"y":543,"width":821,"height":12}},{"id":"b3f0c4a7-9a75-4347-9102-137d7a94d311","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":85,"box":{"x":60,"y":558,"width":842,"height":12}},{"id":"c75ff680-e68b-4ace-a7c8-1e0202dbaf7d","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":85,"box":{"x":60,"y":573,"width":860,"height":12}},{"id":"f32618cd-9db7-41bb-b293-020c16cdc4e7","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":85,"box":{"x":59,"y":588,"width":869,"height":13}},{"id":"161e9338-db6b-4b56-beda-abf2b5b8535d","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":85,"box":{"x":60,"y":603,"width":618,"height":13}},{"id":"07294d39-bc93-4359-98c4-51fd28986825","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":85,"box":{"x":58,"y":630,"width":838,"height":12}},{"id":"c9a97ff8-746a-4738-9ec4-4dac428f4310","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":85,"box":{"x":59,"y":645,"width":820,"height":11}},{"id":"e6e34f89-0ad0-4249-b907-0216b24cfd20","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":85,"box":{"x":59,"y":660,"width":832,"height":12}},{"id":"fc33b023-bb14-4fd4-8b2d-c93882a08b84","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":85,"box":{"x":59,"y":675,"width":865,"height":12}},{"id":"446def52-91f6-43ed-85c2-f749c1ad2f66","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":85,"box":{"x":59,"y":690,"width":867,"height":13}},{"id":"241e5c7e-9b46-40eb-a0f4-afb4550c8c22","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":85,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"6cff8115-7eb2-4de0-9df8-3ca66928505c","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":85,"box":{"x":59,"y":720,"width":836,"height":13}},{"id":"4c8d060b-471b-49a8-81c1-2d93fcb6afe5","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":85,"box":{"x":59,"y":736,"width":870,"height":12}},{"id":"ad176787-80e9-412d-bbef-b16e250d69c9","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":85,"box":{"x":60,"y":751,"width":852,"height":12}},{"id":"53d282d6-2ca1-4ba8-bfc2-9e85d258671d","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin has also served as a Director on the Board of the Mutual Fund","page_number":85,"box":{"x":59,"y":766,"width":851,"height":10}},{"id":"75af9beb-674e-4d16-b2ff-00c155b47145","block_type":"box","text":"Directors Forum since 2019. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018, Chair of the","page_number":85,"box":{"x":60,"y":781,"width":808,"height":11}},{"id":"e688ccdc-009b-4108-a1da-ec92ad82b9fa","block_type":"box","text":"Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH Corporation","page_number":85,"box":{"x":60,"y":796,"width":878,"height":12}},{"id":"eb075b49-a991-433d-9191-bc960ce4fae2","block_type":"box","text":"from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and Astoria Bank. Ms.","page_number":85,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"4e19a9ce-fb4a-438b-b14d-e5564405fe24","block_type":"box","text":"Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council for Critical","page_number":85,"box":{"x":59,"y":826,"width":808,"height":13}},{"id":"2a39202f-e734-49ec-b28d-80dd794ecc03","block_type":"box","text":"Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice Chair and","page_number":85,"box":{"x":60,"y":841,"width":848,"height":13}},{"id":"4e8db49e-6052-49d2-b11e-1525b12e7fe6","block_type":"box","text":"Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from State","page_number":85,"box":{"x":59,"y":857,"width":810,"height":12}},{"id":"c98d01d7-dbee-4c62-b627-992e1706cb11","block_type":"box","text":"University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":85,"box":{"x":60,"y":872,"width":671,"height":12}},{"id":"0a7568ea-b7f8-4a53-8bf3-d8f033e77d0d","block_type":"box","text":"73","page_number":85,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"da3318ad-ec35-442a-9475-435256778d5b","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":86,"box":{"x":60,"y":67,"width":865,"height":12}},{"id":"e484acea-2d14-4983-bda7-5254783e983b","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":86,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"38f4444d-088f-473c-a7ac-2737f577d146","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":86,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"a3eb3e65-768f-4301-8561-5620f874aeb3","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":86,"box":{"x":60,"y":112,"width":878,"height":12}},{"id":"56e41722-ed73-4e04-84dc-86f7793eeed0","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":86,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"21fc4009-fd54-41f1-882c-e447d61e1004","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":86,"box":{"x":59,"y":142,"width":838,"height":13}},{"id":"145ef9fd-5ba6-47fb-a667-95dbba38e31d","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":86,"box":{"x":59,"y":157,"width":876,"height":13}},{"id":"03a5b6af-0486-428a-a4c2-2bed3db83698","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":86,"box":{"x":59,"y":172,"width":843,"height":13}},{"id":"9f9d826f-dcaa-4d35-acb3-b5dc336a0703","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":86,"box":{"x":59,"y":188,"width":866,"height":12}},{"id":"61d4efee-572c-458a-af7a-6d9d4a143ade","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":86,"box":{"x":59,"y":203,"width":871,"height":12}},{"id":"46b3d202-6d7d-4919-900e-b23cdbf93c25","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":86,"box":{"x":59,"y":218,"width":317,"height":12}},{"id":"2ca1d6a3-7dca-4cbb-87bf-7165e3db83e0","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":86,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"b79203cf-6c7a-4d78-b963-740207316a4d","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":86,"box":{"x":60,"y":259,"width":866,"height":13}},{"id":"61b7a540-8afc-4854-9246-ded48de98370","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":86,"box":{"x":59,"y":274,"width":855,"height":13}},{"id":"e53ccb1e-287d-4088-9990-f4acab3dc939","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":86,"box":{"x":60,"y":290,"width":850,"height":12}},{"id":"5ee27baf-7770-494a-b55c-369b721f5211","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":86,"box":{"x":61,"y":305,"width":851,"height":12}},{"id":"463cb610-a239-4788-b5fa-dde6f238efbd","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":86,"box":{"x":59,"y":320,"width":857,"height":11}},{"id":"6fb835c0-4152-4110-a320-e2b07e33dcce","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":86,"box":{"x":60,"y":335,"width":862,"height":12}},{"id":"d116c8a2-d41c-4a43-adc1-8ebb0af19c8d","block_type":"box","text":"Accountant (inactive).","page_number":86,"box":{"x":59,"y":350,"width":155,"height":12}},{"id":"98f60b52-595b-48fe-badb-84f315ca3049","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":86,"box":{"x":58,"y":377,"width":868,"height":11}},{"id":"22561dd7-2dc0-4ab0-9e00-8946d6424805","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":86,"box":{"x":59,"y":392,"width":857,"height":11}},{"id":"93bcb3d5-b075-40de-85e8-15c06a021434","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":86,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"a774d08e-8af7-45e9-ae64-6fb9d4be1843","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":86,"box":{"x":59,"y":422,"width":851,"height":12}},{"id":"9f24755f-6e73-481f-920f-c57d30ecba6f","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":86,"box":{"x":60,"y":437,"width":850,"height":12}},{"id":"d8049405-9d8f-493f-8c77-d25854f1e03b","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":86,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"a092ff56-6753-43bd-944a-cda5ee0d3cb0","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":86,"box":{"x":59,"y":467,"width":877,"height":13}},{"id":"15d72e56-3952-4fed-9d67-3205ceb76c1b","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":86,"box":{"x":59,"y":482,"width":856,"height":13}},{"id":"3bc82686-4830-4106-aa08-9acd0df635ba","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":86,"box":{"x":60,"y":497,"width":838,"height":13}},{"id":"37111f18-8945-4370-81cf-1595c339f2fe","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":86,"box":{"x":60,"y":513,"width":867,"height":12}},{"id":"2b984095-3e1b-43e0-83fe-19cd4cde222e","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":86,"box":{"x":60,"y":528,"width":867,"height":12}},{"id":"28ae8e59-35ec-4c5d-8b25-7d63568dcc0c","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":86,"box":{"x":60,"y":543,"width":850,"height":12}},{"id":"4efc3360-a0dd-47b2-b3ca-8e83bb615c9c","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":86,"box":{"x":60,"y":558,"width":859,"height":12}},{"id":"7ff5ba5e-b073-4ea4-8696-07678b700b63","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":86,"box":{"x":59,"y":573,"width":866,"height":12}},{"id":"27bb491f-07ea-4915-a66c-570c9eebca77","block_type":"box","text":"Los Angeles.","page_number":86,"box":{"x":60,"y":588,"width":86,"height":13}},{"id":"942b641b-60c0-41d0-8c5d-a8efa279e68f","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":86,"box":{"x":60,"y":615,"width":864,"height":9}},{"id":"54c0dbb4-f57a-4301-b37e-9b7f221b480a","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":86,"box":{"x":59,"y":630,"width":839,"height":11}},{"id":"f6fa41f8-ab50-43c4-94bf-fd6b3a992b58","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":86,"box":{"x":60,"y":645,"width":820,"height":12}},{"id":"b27b8e5f-9f21-4519-97cc-8c63f9d5d4e9","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":86,"box":{"x":60,"y":660,"width":848,"height":12}},{"id":"dbdd191e-dc8d-46b5-82fd-b0cfead90d5c","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":86,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"335a3ad2-aafc-4602-867c-74d09c9fd55d","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":86,"box":{"x":59,"y":690,"width":840,"height":13}},{"id":"c46e8f7d-9c59-4b4e-a61b-20aec3eb4e6e","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":86,"box":{"x":59,"y":705,"width":846,"height":13}},{"id":"fa85b01d-1044-41b1-b8d1-2da70faf2728","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":86,"box":{"x":59,"y":720,"width":844,"height":13}},{"id":"e3106be1-4b33-4127-9fdf-f04c83d4cba1","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":86,"box":{"x":60,"y":736,"width":804,"height":12}},{"id":"4c1b2429-d968-4d93-98bc-5c68a11de3fa","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":86,"box":{"x":60,"y":751,"width":858,"height":12}},{"id":"4200be28-5022-42ee-82cb-8a4724cfee1f","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":86,"box":{"x":60,"y":766,"width":806,"height":12}},{"id":"80f5d2c6-68b7-4c0c-a306-6a43f659110d","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":86,"box":{"x":58,"y":792,"width":863,"height":13}},{"id":"c2087a8b-7c33-4f97-b8d0-18b3ae75cb76","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":86,"box":{"x":59,"y":807,"width":878,"height":12}},{"id":"054ff4c4-d795-4a68-978d-38354d907ae5","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":86,"box":{"x":59,"y":823,"width":877,"height":12}},{"id":"658d3fe5-fcf1-4799-bef8-617f5c665c42","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":86,"box":{"x":60,"y":838,"width":852,"height":12}},{"id":"87f3633e-3b34-49a2-a279-3c9a3823805a","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":86,"box":{"x":59,"y":853,"width":868,"height":12}},{"id":"c607ffb1-07f9-4f19-9721-88188d1882ab","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":86,"box":{"x":60,"y":868,"width":825,"height":11}},{"id":"4ed5dda2-e4d9-4013-a5aa-11a0bc9112a1","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":86,"box":{"x":59,"y":883,"width":837,"height":12}},{"id":"4b058139-e0e9-4680-8ef7-07fa7ca11fd1","block_type":"box","text":"74","page_number":86,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"9079ea45-d7f2-4ff9-a2cc-609a3f81328c","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":87,"box":{"x":60,"y":67,"width":817,"height":12}},{"id":"0ae16f15-bda9-4628-bbad-dbc128a6af23","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":87,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"e410e56a-34a2-454d-8afc-3de47e2c20c5","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":87,"box":{"x":59,"y":97,"width":868,"height":12}},{"id":"966ba4fa-c856-4286-bee1-258e0fa918b6","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":87,"box":{"x":59,"y":112,"width":840,"height":11}},{"id":"df980ee4-68de-443e-aac6-05a3bcd033aa","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":87,"box":{"x":59,"y":127,"width":853,"height":12}},{"id":"741f4b6e-731c-4bc8-bdb1-172a377e8756","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":87,"box":{"x":59,"y":142,"width":867,"height":13}},{"id":"1368e39e-ec49-4d49-a0ee-afab4ba4820e","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":87,"box":{"x":60,"y":157,"width":332,"height":13}},{"id":"82d925bf-0a75-4569-86ac-fe4be4c16356","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":87,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"84f7dda2-ef53-49a2-93c3-39ca0d8fca4f","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":87,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"39705602-f00c-4172-8256-ad81f7b0f058","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":87,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"d50ae082-abd6-495a-8c33-c11305b49742","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":87,"box":{"x":59,"y":229,"width":858,"height":12}},{"id":"0b155ab6-ce76-4bca-a962-194b3c638d4c","block_type":"box","text":"the University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as","page_number":87,"box":{"x":59,"y":244,"width":842,"height":13}},{"id":"1d4bab44-15d5-40e5-bb56-7ae7fd12d102","block_type":"box","text":"Chair of the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":87,"box":{"x":59,"y":259,"width":873,"height":13}},{"id":"74c9a367-1c6e-4f5e-8900-5d7ca3d7aacb","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. Capital Corporation since 2016, as a","page_number":87,"box":{"x":60,"y":274,"width":820,"height":13}},{"id":"7157036f-81ab-4334-abc9-9f432c633f67","block_type":"box","text":"Director of C.M. Capital Corporation since 2020, and as a director of WellBe Senior Medical since 2023. From 2001 to 2017,","page_number":87,"box":{"x":60,"y":290,"width":854,"height":12}},{"id":"be301d0b-e161-45c4-92e8-5903af648599","block_type":"box","text":"Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April","page_number":87,"box":{"x":59,"y":305,"width":872,"height":12}},{"id":"1b89ea29-2961-4066-83aa-f0ce9307d0e3","block_type":"box","text":"2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for","page_number":87,"box":{"x":59,"y":320,"width":846,"height":12}},{"id":"47c44846-fae8-454b-ac42-ca85e3f266c6","block_type":"box","text":"over 25 years to undergraduate, MBA and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served","page_number":87,"box":{"x":59,"y":335,"width":868,"height":12}},{"id":"0076423c-9878-49f0-98f7-155e64958162","block_type":"box","text":"as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School","page_number":87,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"d270101e-af17-4cbe-98e9-83b0eca2ea62","block_type":"box","text":"of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting:","page_number":87,"box":{"x":59,"y":365,"width":876,"height":13}},{"id":"22defb90-0fe4-4973-8055-822c834f1166","block_type":"box","text":"A Managerial Emphasis,” a leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors","page_number":87,"box":{"x":59,"y":380,"width":871,"height":13}},{"id":"ac21cb0e-7e3d-4322-97b3-67f4022b3f1a","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":87,"box":{"x":59,"y":395,"width":820,"height":13}},{"id":"9f15fd86-a3ed-44a0-9b28-3fe90b81f13b","block_type":"box","text":"University.","page_number":87,"box":{"x":60,"y":411,"width":70,"height":12}},{"id":"bcdee904-0b1e-4f07-92e6-091131e0d992","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":87,"box":{"x":60,"y":437,"width":416,"height":12}},{"id":"7da4a103-3efd-4e3e-9976-312bacd051e6","block_type":"box","text":"Overall responsibility for oversight of the Funds rests with the Board. The Board has engaged BFA to manage the Funds on a","page_number":87,"box":{"x":59,"y":463,"width":867,"height":13}},{"id":"02b186d7-383b-4925-ba03-acd15ecf92aa","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Funds in","page_number":87,"box":{"x":59,"y":479,"width":855,"height":12}},{"id":"8ebb1b6c-92b7-402d-9521-2ea78b80acea","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":87,"box":{"x":59,"y":494,"width":847,"height":12}},{"id":"a99433f7-268f-4f94-9044-047a908d89e0","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":87,"box":{"x":60,"y":509,"width":841,"height":12}},{"id":"2a5b5c2e-6991-4abd-be01-cbb3d19f5beb","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":87,"box":{"x":60,"y":524,"width":872,"height":12}},{"id":"92b34297-fb74-456f-a8b0-df1c7c40a332","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":87,"box":{"x":59,"y":539,"width":830,"height":12}},{"id":"9830b790-002b-4b64-a7b1-02bc98dd9e96","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":87,"box":{"x":60,"y":554,"width":819,"height":13}},{"id":"e1638254-db0c-41a2-bd5b-49082d1a76a5","block_type":"box","text":"providers to the Trust.","page_number":87,"box":{"x":59,"y":569,"width":153,"height":13}},{"id":"aa151ca9-0861-4abd-ad2d-c467c15f6643","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":87,"box":{"x":59,"y":596,"width":871,"height":12}},{"id":"024a5244-88c8-477c-a14c-fdd62c618dbe","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":87,"box":{"x":60,"y":611,"width":872,"height":12}},{"id":"0d97ee8d-b93e-41da-94d3-8e46b6b59948","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":87,"box":{"x":60,"y":626,"width":864,"height":12}},{"id":"2fd741a7-e41c-4feb-a89b-1bb0192f5f41","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":87,"box":{"x":60,"y":641,"width":863,"height":12}},{"id":"84bc0b55-0467-48ed-8266-1cd93c393b7f","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":87,"box":{"x":59,"y":656,"width":804,"height":13}},{"id":"caf61dca-09e3-4014-9b84-b09637d3fe40","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time","page_number":87,"box":{"x":59,"y":671,"width":863,"height":13}},{"id":"5124bd9c-a146-4c1d-8bb4-032cceedce4a","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":87,"box":{"x":59,"y":686,"width":863,"height":13}},{"id":"f7eb6f1f-358a-406a-bdbe-b109b4e1e9c7","block_type":"box","text":"the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":87,"box":{"x":59,"y":702,"width":856,"height":12}},{"id":"24473920-9cfe-4aa0-b192-733fff14af2e","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":87,"box":{"x":60,"y":717,"width":816,"height":12}},{"id":"5b67680a-4c7d-4971-af31-3f476b5b5bda","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":87,"box":{"x":59,"y":732,"width":878,"height":12}},{"id":"d5d630cb-2c35-45a1-bd6d-bca6b36af72b","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":87,"box":{"x":59,"y":747,"width":824,"height":12}},{"id":"5f8b0443-7c89-428d-bb56-468644dfb428","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":87,"box":{"x":59,"y":762,"width":863,"height":12}},{"id":"9c015bbf-7ffa-46ff-945b-94cd9067cfc9","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":87,"box":{"x":59,"y":777,"width":797,"height":13}},{"id":"2c7a6dd1-6f5d-4779-9631-f2a10ea2c706","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":87,"box":{"x":60,"y":792,"width":823,"height":13}},{"id":"d35d6de7-7c06-47e0-ba6c-51013a2476ed","block_type":"box","text":"enhance effective oversight.","page_number":87,"box":{"x":59,"y":807,"width":194,"height":13}},{"id":"79d364f1-5365-4b16-9e34-92328d3c560d","block_type":"box","text":"Day-to-day risk management with respect to the Funds is the responsibility of BFA or other service providers (depending on","page_number":87,"box":{"x":60,"y":834,"width":866,"height":12}},{"id":"2bfe7e4b-e5a7-405f-9c37-30d9cfb2b27a","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. Each Fund is subject to a number of risks, including investment,","page_number":87,"box":{"x":59,"y":849,"width":845,"height":12}},{"id":"6031e206-d6ff-4da6-8642-a6fc25bfaa0d","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":87,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"c61816f8-2dde-496b-912f-3721168c1104","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":87,"box":{"x":60,"y":879,"width":813,"height":13}},{"id":"36dd2a48-f2c4-46eb-b178-a8e2aceecea2","block_type":"box","text":"75","page_number":87,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"a6897427-4207-4b13-89e3-a08f5ccc716a","block_type":"box","text":"eliminate all of the risks applicable to the Funds. The Trustees have an oversight role in this area, satisfying themselves that","page_number":88,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"b487882b-f1c8-4656-ba77-31f39eed589d","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":88,"box":{"x":60,"y":82,"width":831,"height":12}},{"id":"8e6572b4-9682-43de-86d0-b33fb98fe479","block_type":"box","text":"general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":88,"box":{"x":59,"y":97,"width":824,"height":12}},{"id":"735e2148-fbd5-4eea-9dc3-4748f00f3380","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":88,"box":{"x":60,"y":112,"width":827,"height":12}},{"id":"a0532f64-d5d1-48c5-bf95-e62be612024d","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":88,"box":{"x":59,"y":127,"width":875,"height":12}},{"id":"a2960cce-12f2-4ae7-a178-e44a202b6260","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":88,"box":{"x":60,"y":142,"width":871,"height":13}},{"id":"7bdf3931-110f-4f79-8d4f-415bf91bae9e","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds.","page_number":88,"box":{"x":59,"y":157,"width":859,"height":13}},{"id":"d15a105f-72b2-4db2-b649-a154eeb563d2","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":88,"box":{"x":59,"y":172,"width":848,"height":13}},{"id":"8b42b3c1-14c8-4fdb-8bbf-327c68665397","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by each Fund and management’s risk","page_number":88,"box":{"x":60,"y":188,"width":853,"height":12}},{"id":"f1b8b573-ae19-48e7-97e7-a5762d717a7c","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":88,"box":{"x":59,"y":203,"width":863,"height":12}},{"id":"b71c1377-758f-4efa-be72-8aab5cc7e181","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":88,"box":{"x":59,"y":218,"width":850,"height":12}},{"id":"7642059a-8829-4114-9028-a0c3dbbd75d8","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":88,"box":{"x":60,"y":233,"width":823,"height":12}},{"id":"045a84ec-fbcb-4778-8e7d-856b04463aec","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":88,"box":{"x":59,"y":248,"width":842,"height":12}},{"id":"53e6f82f-4923-493b-8ca4-2a801c688287","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":88,"box":{"x":59,"y":263,"width":850,"height":12}},{"id":"30c25f92-0797-4d18-8c2b-3b56b162ab84","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support each Fund as well as test results.","page_number":88,"box":{"x":59,"y":278,"width":867,"height":13}},{"id":"8f212038-7b71-47fd-896d-1ae024be7b21","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":88,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"2ee991cf-e881-416a-9fd7-054508f7e756","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":88,"box":{"x":59,"y":308,"width":782,"height":13}},{"id":"0cb89bc9-bb62-45da-90dd-16d363db0e1f","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":88,"box":{"x":60,"y":324,"width":821,"height":12}},{"id":"b1f270c8-cfa2-44e2-a9fc-3585bb32ab67","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":88,"box":{"x":59,"y":339,"width":704,"height":12}},{"id":"3bcf1a6d-658f-4a8a-aa10-15ef11dc4300","block_type":"box","text":"Committees of the Board of Trustees.","page_number":88,"box":{"x":59,"y":365,"width":268,"height":10}},{"id":"85af0087-4377-4007-9c39-b94d78f05468","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":88,"box":{"x":336,"y":365,"width":556,"height":13}},{"id":"a72f0c82-83ae-4db8-a4be-1614fea2429a","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025) and John E. Martinez, each of whom is an Independent Trustee.","page_number":88,"box":{"x":60,"y":380,"width":848,"height":13}},{"id":"13c061f7-1c97-4c97-b25b-17f03d97dad6","block_type":"box","text":"The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s accounting and financial","page_number":88,"box":{"x":59,"y":395,"width":824,"height":13}},{"id":"e431e17f-a515-4937-b487-e4be32d09c32","block_type":"box","text":"reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust; (ii) in its","page_number":88,"box":{"x":60,"y":411,"width":823,"height":12}},{"id":"22647d10-fdf1-4373-8bdf-8aefa1ab451b","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":88,"box":{"x":59,"y":426,"width":829,"height":12}},{"id":"5bcc3b33-4201-4421-9d8f-e66f1235839d","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":88,"box":{"x":59,"y":441,"width":857,"height":12}},{"id":"0167e150-8a57-42e0-8d6c-eef05cd58db8","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":88,"box":{"x":59,"y":456,"width":871,"height":12}},{"id":"91296a1a-e55a-46d6-9b60-b79ca7f1830e","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":88,"box":{"x":59,"y":471,"width":829,"height":12}},{"id":"8bf6c6b9-b931-4713-bc36-25e861308cda","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":88,"box":{"x":59,"y":486,"width":873,"height":12}},{"id":"42bd64ce-4584-40a4-98f2-4f4ba1ed25fb","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended March 31, 2026.","page_number":88,"box":{"x":59,"y":501,"width":645,"height":13}},{"id":"5a920248-e608-4a47-b48b-03fc2393caff","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani and Laura F.","page_number":88,"box":{"x":59,"y":528,"width":856,"height":12}},{"id":"d5b0e5ae-d391-4d85-81d0-af7abf2121cb","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":88,"box":{"x":60,"y":543,"width":869,"height":12}},{"id":"c6c6af40-ce7e-458e-9d79-c459a4dcbb3f","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":88,"box":{"x":60,"y":558,"width":870,"height":12}},{"id":"922fe722-d531-461c-b634-3b1b5c057839","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":88,"box":{"x":59,"y":573,"width":867,"height":12}},{"id":"6045f96c-9d39-4c9a-b6ef-94c91945df72","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":88,"box":{"x":59,"y":588,"width":793,"height":13}},{"id":"cd2a2751-f6cb-4c4e-a99a-2e2a7ecc4b05","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":88,"box":{"x":60,"y":603,"width":845,"height":13}},{"id":"99ffd2be-e600-4b59-869d-fe6b7cdacb8e","block_type":"box","text":"Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position of Independent","page_number":88,"box":{"x":59,"y":618,"width":826,"height":13}},{"id":"ffac3277-44e5-4bf4-94c0-cf863a038d5d","block_type":"box","text":"Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and composition of the","page_number":88,"box":{"x":59,"y":634,"width":865,"height":12}},{"id":"ef77651d-b81f-4098-bde2-181ad7a1a6a5","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":88,"box":{"x":60,"y":649,"width":857,"height":12}},{"id":"826096d0-16a5-41d7-b101-64ae155a825d","block_type":"box","text":"Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v) periodic review of the","page_number":88,"box":{"x":60,"y":664,"width":826,"height":12}},{"id":"8e1529fd-9d20-4e5b-86e4-3d92bad53507","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":88,"box":{"x":60,"y":679,"width":845,"height":12}},{"id":"f242ba0d-3324-49d9-a92e-78c7a4e3813d","block_type":"box","text":"their services as Trustees, members or chairpersons of committees of the Board, Board Chair and any other positions as the","page_number":88,"box":{"x":59,"y":694,"width":864,"height":12}},{"id":"df075e7c-8dbf-414d-aa4b-70c4a8a0f620","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":88,"box":{"x":60,"y":709,"width":829,"height":12}},{"id":"b0384e7d-3724-4f21-95f2-3f358a9e5a14","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":88,"box":{"x":59,"y":724,"width":857,"height":13}},{"id":"c9031a25-a02f-4937-9371-73c1a443dc5d","block_type":"box","text":"other capacity). The Nominating and Governance Committee met two times during the fiscal year ended March 31, 2026.","page_number":88,"box":{"x":59,"y":739,"width":850,"height":13}},{"id":"bf9863d2-fdaa-4af4-8ec5-68d14dbafd8a","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":88,"box":{"x":60,"y":766,"width":831,"height":12}},{"id":"b6c84c7f-e70f-49e5-a7f8-e708c50a0ef7","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":88,"box":{"x":59,"y":781,"width":865,"height":12}},{"id":"8d3e71c4-aaa4-4216-a3da-7314658b36b7","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":88,"box":{"x":59,"y":796,"width":823,"height":12}},{"id":"fabebe41-563d-4e08-bd0f-f46f86b18924","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":88,"box":{"x":60,"y":811,"width":877,"height":13}},{"id":"694a31db-e540-45e7-9b83-2c532aa50481","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":88,"box":{"x":59,"y":826,"width":861,"height":13}},{"id":"eb0c07a1-6f6a-4bea-8f68-28d580d3756f","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":88,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"b3a1742c-60c3-4ce0-bc0a-cec6a734f04d","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":88,"box":{"x":60,"y":857,"width":847,"height":12}},{"id":"eb645c55-99b3-4de6-834a-8cb32b13bc20","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended March 31, 2026.","page_number":88,"box":{"x":59,"y":872,"width":615,"height":12}},{"id":"34546450-8523-455f-9033-477001cacd2a","block_type":"box","text":"76","page_number":88,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"85d30c07-5ab7-4bb6-8fe9-1b46dcc92ce1","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":89,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"10724981-6661-49b5-b62b-3e8a1423c7f9","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":89,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"553b3f64-52be-4d99-b0b9-f1cb364c1a6f","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":89,"box":{"x":59,"y":97,"width":840,"height":12}},{"id":"b95eb877-9ab5-476e-aa29-07b8bfa35ae1","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":89,"box":{"x":59,"y":112,"width":818,"height":12}},{"id":"b706695f-3f0b-4dd4-bf73-6b6d5fa2464f","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":89,"box":{"x":59,"y":127,"width":878,"height":12}},{"id":"48c81a85-2522-4fd3-92d8-5f9e2e099b1f","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":89,"box":{"x":59,"y":142,"width":854,"height":13}},{"id":"ed6dfd43-f7b7-4f6e-b18b-fff64beeea0a","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":89,"box":{"x":59,"y":157,"width":869,"height":13}},{"id":"3dc31aa6-7e8a-4e15-8fd0-d7ff7122add0","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":89,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"cf028727-a828-4547-a531-c1fb10a86758","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met five times during the fiscal year","page_number":89,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"39448c03-908a-433d-b0dd-6cfa0d2065b9","block_type":"box","text":"ended March 31, 2026.","page_number":89,"box":{"x":59,"y":203,"width":159,"height":11}},{"id":"b0ccc638-0d9a-4866-998f-d1a6f25c826e","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin and Richard L. Fagnani, each of whom","page_number":89,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"90ba2326-0306-4118-9606-ab927bd5b181","block_type":"box","text":"is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on","page_number":89,"box":{"x":60,"y":244,"width":878,"height":13}},{"id":"b51c30e2-a820-4383-94f3-87e4d4672d7b","block_type":"box","text":"behalf of the Board the process for oversight of Trust performance and related matters for equity funds. These responsibilities","page_number":89,"box":{"x":60,"y":259,"width":878,"height":13}},{"id":"e58b05bf-89d6-4581-91ef-9920d86efcbe","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":89,"box":{"x":60,"y":274,"width":866,"height":13}},{"id":"ebca406d-c57f-4bd7-8bac-c5ef407f7af8","block_type":"box","text":"identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment","page_number":89,"box":{"x":60,"y":290,"width":877,"height":12}},{"id":"e0fa177d-0551-4556-9811-0263d3cfc3e0","block_type":"box","text":"related matters as may be delegated to the Committee by the Board from time to time and providing a report or","page_number":89,"box":{"x":60,"y":305,"width":780,"height":12}},{"id":"5986e4bd-06c7-476f-b8d4-5d892c23d970","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended March","page_number":89,"box":{"x":60,"y":320,"width":869,"height":12}},{"id":"167acc92-34b2-461e-9071-6f15343bcdc7","block_type":"box","text":"31, 2026.","page_number":89,"box":{"x":59,"y":335,"width":62,"height":11}},{"id":"c6d703e9-dab7-4705-94ea-8aa2996aa4d8","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":89,"box":{"x":59,"y":361,"width":879,"height":13}},{"id":"f5667bfb-504c-45bb-a30b-ee7524741eda","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":89,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"fdcfae84-fdcf-4746-a9f1-a970526076c4","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":89,"box":{"x":59,"y":392,"width":867,"height":12}},{"id":"84a9a185-c093-4b5e-9d26-d02cd122709a","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":89,"box":{"x":59,"y":407,"width":879,"height":12}},{"id":"c2a880f3-d64e-4c83-94ce-ccdccf003dd6","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":89,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"315abd0b-2bc7-42a5-971d-b96fd5b5f608","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":89,"box":{"x":60,"y":437,"width":842,"height":12}},{"id":"d6f0fd3b-c46b-4721-95b2-1235d3547865","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":89,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"73543b4c-ea59-44fe-b3cf-d88533070f4c","block_type":"box","text":"Committee met four times during the fiscal year ended March 31, 2026.","page_number":89,"box":{"x":59,"y":467,"width":501,"height":13}},{"id":"c928dbca-cfd5-4ae5-ab42-da85f25ce294","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":89,"box":{"x":59,"y":494,"width":838,"height":12}},{"id":"41d5355c-d1c1-48eb-b130-948a5e8f4baa","block_type":"box","text":"2025), Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal responsibility of the","page_number":89,"box":{"x":59,"y":509,"width":847,"height":12}},{"id":"5c72a639-e761-4959-a47f-ea791b0a5b33","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most","page_number":89,"box":{"x":60,"y":524,"width":860,"height":12}},{"id":"0e9a82d7-c7ed-48ed-97b4-bfc26e18c7f6","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":89,"box":{"x":59,"y":539,"width":851,"height":12}},{"id":"dd541b12-c233-4d83-b0fe-dcf1ac3f5268","block_type":"box","text":"four times during the fiscal year ended March 31, 2026.","page_number":89,"box":{"x":59,"y":554,"width":386,"height":13}},{"id":"5c0fbdeb-6bff-405c-a0f7-be79c6fec061","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":89,"box":{"x":59,"y":581,"width":685,"height":12}},{"id":"99f2bb0b-6539-4c38-8fd4-31f89d31177b","block_type":"box","text":"The following table sets forth, as of December 31, 2025, the dollar range of equity securities beneficially owned by each","page_number":89,"box":{"x":59,"y":607,"width":833,"height":12}},{"id":"f8fb69bd-9467-4adf-9213-73d1d21d7701","block_type":"box","text":"Trustee in the Funds and in other registered investment companies overseen by the Trustee within the same family of","page_number":89,"box":{"x":59,"y":622,"width":823,"height":13}},{"id":"0bcffd98-ecc2-44d3-8202-29c20349618d","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":89,"box":{"x":60,"y":637,"width":866,"height":13}},{"id":"449a5215-aed0-4232-ab91-af0dd3d5beef","block_type":"box","text":"date indicated above:","page_number":89,"box":{"x":59,"y":652,"width":148,"height":10}},{"id":"f30606b7-4067-494f-90fe-729b6d243add","block_type":"box","text":"Name Fund","page_number":89,"box":{"x":116,"y":743,"width":302,"height":7}},{"id":"485f44a8-fb6c-42cf-baa0-6b1d0592cdb3","block_type":"box","text":"Dollar Range of Equity","page_number":89,"box":{"x":618,"y":732,"width":128,"height":10}},{"id":"2a05080e-e395-4f56-93b4-12766510e94a","block_type":"box","text":"Securities in Named Fund","page_number":89,"box":{"x":608,"y":743,"width":147,"height":7}},{"id":"0979bab5-6b26-4c1f-9087-d01fe615ecf8","block_type":"box","text":"Aggregate Dollar Range","page_number":89,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"a5855efc-bae5-49f1-ae50-7788f34afcf2","block_type":"box","text":"of Equity Securities in all","page_number":89,"box":{"x":790,"y":692,"width":141,"height":10}},{"id":"74a5f7bc-9ad4-42fc-a0a1-7e304e259332","block_type":"box","text":"Registered Investment","page_number":89,"box":{"x":797,"y":702,"width":128,"height":10}},{"id":"ef445e87-2fcb-4056-a6e7-253bbf11400d","block_type":"box","text":"Companies Overseen by","page_number":89,"box":{"x":791,"y":712,"width":139,"height":10}},{"id":"ec17d236-c56c-47e4-97a9-5e30a27e9e58","block_type":"box","text":"Trustee","page_number":89,"box":{"x":839,"y":723,"width":43,"height":7}},{"id":"ab599664-e9ba-4463-a9f5-84542cef2dd0","block_type":"box","text":"in Family of","page_number":89,"box":{"x":828,"y":732,"width":67,"height":10}},{"id":"7aef88ae-99b3-4772-9489-a95d8f4e5d34","block_type":"box","text":"Investment Companies","page_number":89,"box":{"x":795,"y":743,"width":132,"height":9}},{"id":"e9be3023-82d9-4bb4-b1e7-65a2cd596dc4","block_type":"box","text":"Robert S. Kapito None None None","page_number":89,"box":{"x":60,"y":765,"width":759,"height":12}},{"id":"18b09a3c-4b62-4505-9d4f-d71aa43bf12e","block_type":"box","text":"Stephen Cohen None None None","page_number":89,"box":{"x":59,"y":805,"width":760,"height":12}},{"id":"229baef7-847d-4836-b8c1-0035c8213506","block_type":"box","text":"John E. 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The annual retainer for services as an Advisory Board Member is the same as the annual","page_number":92,"box":{"x":60,"y":859,"width":866,"height":12}},{"id":"488a2d45-62e0-408a-ac97-1aa675a846ad","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":92,"box":{"x":60,"y":874,"width":809,"height":13}},{"id":"fa9a4628-9982-4ae8-b127-cb186e92359c","block_type":"box","text":"80","page_number":92,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"27dfce96-506b-41b9-8e3e-7b9b7c09a690","block_type":"box","text":"$150,000. The Chair of each of the Audit Committee, Risk Committee, Equity Plus Committee, Fixed Income Plus Committee,","page_number":93,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"22dc97c9-e472-4f40-b287-73f83370de50","block_type":"box","text":"Securities Lending Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual","page_number":93,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"6bbefcf6-cabc-4485-bd17-2c16024f09eb","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":93,"box":{"x":60,"y":97,"width":846,"height":12}},{"id":"5b47317d-b32a-4a07-a39d-ec77098b06dd","block_type":"box","text":"$25,000.","page_number":93,"box":{"x":59,"y":112,"width":60,"height":11}},{"id":"e4f3bef3-735b-4d7c-897a-b296243251d0","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Funds and the aggregate","page_number":93,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"2dae95cb-a57c-42d8-8e87-92a59b3b4669","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":93,"box":{"x":59,"y":154,"width":815,"height":12}},{"id":"ef6d8a2d-64ab-4351-a023-34d7d81004fd","block_type":"box","text":"Agreements to cover all operating expenses of the Funds, subject to certain exclusions as provided for therein, BFA pays the","page_number":93,"box":{"x":59,"y":169,"width":866,"height":12}},{"id":"90466644-39ae-451b-8b1e-fc2bdcb5f30b","block_type":"box","text":"compensation from its management fees. 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Kapito None Not Applicable Not Applicable None","page_number":93,"box":{"x":60,"y":306,"width":846,"height":12}},{"id":"5af80851-cf3e-4eac-93cc-50f995f1e176","block_type":"box","text":"Stephen Cohen None Not Applicable Not Applicable None","page_number":93,"box":{"x":59,"y":321,"width":847,"height":12}},{"id":"96173296-a6b6-4286-8b6d-7c60086c9231","block_type":"box","text":"Independent Trustees:","page_number":93,"box":{"x":59,"y":351,"width":155,"height":13}},{"id":"2434583c-a10e-4fdb-bcc6-4823b2b97ea4","block_type":"box","text":"Jane D. Carlin $80,023.09 Not Applicable Not Applicable $550,000","page_number":93,"box":{"x":58,"y":382,"width":862,"height":12}},{"id":"8feed807-10fe-41ad-8b9a-a84da2df3928","block_type":"box","text":"Richard L. Fagnani 80,023.09 Not Applicable Not Applicable 550,000","page_number":93,"box":{"x":60,"y":397,"width":856,"height":12}},{"id":"f7eebefc-4c65-4f38-a893-2780e47d984c","block_type":"box","text":"Laura F. Fergerson 76,385.68 Not Applicable Not Applicable 525,000","page_number":93,"box":{"x":60,"y":412,"width":855,"height":12}},{"id":"26d578fc-9cfd-43bc-821e-774be90c76f2","block_type":"box","text":"Cecilia H. Herbert","page_number":93,"box":{"x":59,"y":427,"width":122,"height":10}},{"id":"514b24ed-51e9-4c07-ab30-84f39ac92146","block_type":"box","text":"3","page_number":93,"box":{"x":182,"y":425,"width":5,"height":6}},{"id":"652b1ebb-1749-4516-9b11-c25ac85bc57a","block_type":"box","text":"69,110.85 Not Applicable Not Applicable 475,000","page_number":93,"box":{"x":400,"y":427,"width":515,"height":12}},{"id":"5a733445-ada4-43ab-a9d7-78e77ce97ce8","block_type":"box","text":"John E. Kerrigan 87,297.92 Not Applicable Not Applicable 600,000","page_number":93,"box":{"x":58,"y":442,"width":858,"height":12}},{"id":"167c1fa7-d50d-4c63-885a-8ffca69f680c","block_type":"box","text":"James Lam 76,385.68 Not Applicable Not Applicable 525,000","page_number":93,"box":{"x":58,"y":457,"width":857,"height":13}},{"id":"fefd5cbc-469b-486e-af16-402eb9008391","block_type":"box","text":"Drew E. Lawton 76,385.68 Not Applicable Not Applicable 525,000","page_number":93,"box":{"x":60,"y":472,"width":855,"height":13}},{"id":"8bed11ee-6d09-4093-9c25-6cdbff66c031","block_type":"box","text":"John E. Martinez 76,385.68 Not Applicable Not Applicable 525,000","page_number":93,"box":{"x":58,"y":487,"width":857,"height":13}},{"id":"adb0e801-1f39-46a9-ad98-410c48e334d3","block_type":"box","text":"Madhav V. Rajan 76,385.68 Not Applicable Not Applicable 525,000","page_number":93,"box":{"x":59,"y":503,"width":856,"height":12}},{"id":"68891491-59ac-4a97-8e06-67a6c2226ecc","block_type":"box","text":"1","page_number":93,"box":{"x":89,"y":541,"width":2,"height":5}},{"id":"e9b98b8c-6f0b-482c-b53d-650ca0ef0686","block_type":"box","text":"Calculated by multiplying the “Aggregate Compensation for the iShares Complex” by the number of Funds in this SAI compared to the number of","page_number":93,"box":{"x":103,"y":542,"width":815,"height":10}},{"id":"e64bedfc-85ed-435f-a973-ced69ac62bda","block_type":"box","text":"funds in the iShares Complex as of the fiscal year end.","page_number":93,"box":{"x":103,"y":555,"width":301,"height":10}},{"id":"4ee640b3-ca5b-4151-b1ca-b2fb194f97a9","block_type":"box","text":"2","page_number":93,"box":{"x":88,"y":569,"width":5,"height":5}},{"id":"0265c893-1cec-4700-b81c-6cc63984004b","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":93,"box":{"x":104,"y":570,"width":730,"height":10}},{"id":"5cbdf437-492a-48a3-accf-deffdccde23d","block_type":"box","text":"3","page_number":93,"box":{"x":88,"y":584,"width":5,"height":5}},{"id":"a6578c5b-5ca7-4f0e-978b-ef5aa4e08c0e","block_type":"box","text":"Served as an Independent Trustee through December 31, 2025.","page_number":93,"box":{"x":103,"y":585,"width":353,"height":10}},{"id":"730ceeaa-d32b-4c18-a60f-31f2a56959bd","block_type":"box","text":"Control Persons and Principal Holders of Securities.","page_number":93,"box":{"x":59,"y":608,"width":372,"height":13}},{"id":"6040b30c-e79e-4976-8f78-5b1fd8eb12fc","block_type":"box","text":"The Trustees and officers of the Trust collectively owned less than 1% of each Fund’s outstanding shares as of June 30, 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In","page_number":115,"box":{"x":59,"y":373,"width":873,"height":12}},{"id":"7526e564-fe9a-4bf4-951a-61db37be64aa","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":115,"box":{"x":59,"y":388,"width":815,"height":12}},{"id":"72f730f5-cd90-4db0-98b3-6a5b41c79c49","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":115,"box":{"x":59,"y":403,"width":816,"height":12}},{"id":"c77969bd-dd41-493c-8e26-f2c65e9f854a","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":115,"box":{"x":59,"y":418,"width":876,"height":12}},{"id":"4e7210bd-f172-441f-9e44-e2593e506d94","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":115,"box":{"x":59,"y":433,"width":855,"height":13}},{"id":"59f1b434-75c9-41a9-88b1-d048b098a486","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":115,"box":{"x":59,"y":448,"width":815,"height":13}},{"id":"f5fdc352-35f1-4c98-949d-780045c7ea6a","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":115,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"c868a7fc-17ff-4af8-8316-4c6c23ed7175","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":115,"box":{"x":59,"y":479,"width":874,"height":12}},{"id":"880a6758-4307-426f-832a-be4c259dc8b0","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":115,"box":{"x":59,"y":494,"width":834,"height":12}},{"id":"2500e6c4-2f3b-465c-9ea9-cfdc3feeb735","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":115,"box":{"x":59,"y":509,"width":822,"height":12}},{"id":"4d6dbd1f-cda6-433d-8140-26ec848a5869","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":115,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"02271a39-3283-4179-8529-6ecfb87ed049","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":115,"box":{"x":59,"y":539,"width":867,"height":12}},{"id":"fb2a5f95-4848-41c4-9f70-a7da78576879","block_type":"box","text":"so.","page_number":115,"box":{"x":59,"y":557,"width":18,"height":7}},{"id":"5aaec7f0-4dad-4518-ad17-7d73c4616d85","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":115,"box":{"x":59,"y":581,"width":879,"height":12}},{"id":"d508da68-395a-4a2f-bc96-bd7e917dc4a5","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":115,"box":{"x":59,"y":596,"width":870,"height":12}},{"id":"63e79fc0-0d66-4dcc-a397-5f3ed6cc5efb","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":115,"box":{"x":59,"y":611,"width":875,"height":12}},{"id":"20c53a5f-af7b-4f6c-82e4-4b9a4868e5a5","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":115,"box":{"x":59,"y":626,"width":880,"height":12}},{"id":"584d136e-e59e-4369-a78f-8d671cd42985","block_type":"box","text":"its other accounts or funds.","page_number":115,"box":{"x":60,"y":641,"width":191,"height":10}},{"id":"64dfc643-68db-4b83-b7b7-e1b083048c00","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":115,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"f38e7625-00ee-4be0-841c-3b6708a5fb49","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":115,"box":{"x":59,"y":683,"width":854,"height":12}},{"id":"1b5d6ef7-715a-498a-bacc-a60a7f295b7b","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":115,"box":{"x":59,"y":698,"width":836,"height":12}},{"id":"2aec3494-c79b-4cee-ad06-62ca188b406b","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":115,"box":{"x":60,"y":713,"width":861,"height":12}},{"id":"3e6947b9-a30d-4d05-bdf8-ac7cf414b563","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":115,"box":{"x":59,"y":728,"width":850,"height":12}},{"id":"72cff819-b71e-41c1-bce9-0ea29c2ad3c5","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":115,"box":{"x":59,"y":743,"width":845,"height":12}},{"id":"f844cd23-df1f-4a7a-ac54-514184134e0a","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":115,"box":{"x":60,"y":758,"width":863,"height":13}},{"id":"90c17aba-5ada-4d5c-8f74-060ac74aab7a","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":115,"box":{"x":60,"y":773,"width":866,"height":13}},{"id":"28b97c92-0e5a-4d0f-8992-e816a1a72a3b","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":115,"box":{"x":60,"y":788,"width":831,"height":13}},{"id":"7f83adbb-7379-42f6-ab1f-679ffd8b9e91","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":115,"box":{"x":59,"y":804,"width":841,"height":12}},{"id":"bd919bc8-3307-473e-bd7d-dcac04a54de6","block_type":"box","text":"behalf of the Funds.","page_number":115,"box":{"x":60,"y":819,"width":137,"height":9}},{"id":"b4f55cb7-e5b3-4c3d-9073-a267f088d241","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":115,"box":{"x":60,"y":845,"width":815,"height":13}},{"id":"e0f5be1b-5fe1-41e5-9060-fd5f59e00bbf","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":115,"box":{"x":60,"y":860,"width":869,"height":13}},{"id":"2ba3da5f-c5f7-4bb3-b988-904c9e54f3b0","block_type":"box","text":"103","page_number":115,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"9cdd1abe-850f-4bf2-a216-a72cc07ebffc","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":116,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"6be3205b-2219-43f8-aa8f-d3f9acb04093","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":116,"box":{"x":59,"y":82,"width":541,"height":12}},{"id":"15615e4a-d61b-4dc0-aa6b-7cb3f627b705","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":116,"box":{"x":60,"y":108,"width":827,"height":13}},{"id":"7872d505-0089-4970-8cfc-afc0b0146018","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":116,"box":{"x":59,"y":123,"width":866,"height":13}},{"id":"97531627-623b-4198-87f2-e193b46a4792","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":116,"box":{"x":60,"y":138,"width":804,"height":13}},{"id":"fc70b618-d45d-4c61-b3b5-e2af704b4140","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":116,"box":{"x":60,"y":154,"width":872,"height":12}},{"id":"dd90ac7d-75f6-4e78-bef6-c0fab6f399a2","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":116,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"b9250bfe-d504-48f3-af04-bc8c63c36ad5","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":116,"box":{"x":60,"y":184,"width":787,"height":12}},{"id":"2c779366-2f41-4b85-95c7-b884a0754c2d","block_type":"box","text":"transactions.","page_number":116,"box":{"x":59,"y":200,"width":89,"height":9}},{"id":"59520688-ed68-4997-a1c3-a379e599ce17","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":116,"box":{"x":60,"y":225,"width":839,"height":13}},{"id":"8207beec-6e0d-428f-9bdf-c79e8b9ff4fb","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":116,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"8b3899d6-01cf-46d3-8912-dc6ac4294a5b","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":116,"box":{"x":60,"y":256,"width":847,"height":12}},{"id":"f23dc452-7a9a-4680-bb2a-3e30dad8142b","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":116,"box":{"x":59,"y":271,"width":668,"height":12}},{"id":"5da1e542-85a2-449a-ac67-ba4be3594083","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":116,"box":{"x":59,"y":297,"width":873,"height":13}},{"id":"b1689ae6-d60a-49ef-bf71-e33741dda708","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":116,"box":{"x":59,"y":312,"width":874,"height":13}},{"id":"9d882f89-0ce4-42c5-b5f5-796e7d89700e","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":116,"box":{"x":60,"y":327,"width":851,"height":13}},{"id":"f03b7621-54dc-4abb-b7b4-33bf596f25aa","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":116,"box":{"x":60,"y":343,"width":858,"height":12}},{"id":"fd524640-2c87-4a0f-b1b1-c7c12d57b1f4","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":116,"box":{"x":59,"y":358,"width":839,"height":12}},{"id":"5dcb2c1c-e187-4b7b-a3c4-e07ce5595648","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":116,"box":{"x":59,"y":373,"width":434,"height":12}},{"id":"5ced5d48-8631-4642-a9d0-4c69a818ee81","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":116,"box":{"x":60,"y":399,"width":837,"height":13}},{"id":"697c9282-eb25-49d9-9e67-ae9fb8c29509","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":116,"box":{"x":59,"y":414,"width":846,"height":13}},{"id":"33213c6b-510c-43fa-9b56-55c95458e93f","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":116,"box":{"x":59,"y":429,"width":840,"height":13}},{"id":"8d0bfbf9-f7d3-4227-8fb2-e05c9f21e6ea","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":116,"box":{"x":59,"y":445,"width":850,"height":12}},{"id":"d64f0d8f-9625-4a2f-b71b-0eee6c22d43c","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":116,"box":{"x":59,"y":460,"width":868,"height":12}},{"id":"ea4b2324-c5af-458a-96a2-97f2e698505d","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":116,"box":{"x":60,"y":475,"width":850,"height":12}},{"id":"cb059f05-6c6e-491f-ba74-ecaca8676da6","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":116,"box":{"x":60,"y":490,"width":859,"height":12}},{"id":"459e7e78-6db8-4289-ac95-2b571b2fb6bb","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":116,"box":{"x":59,"y":505,"width":677,"height":12}},{"id":"95b766f7-e6ff-42e9-a449-dfee08002ec7","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":116,"box":{"x":60,"y":531,"width":859,"height":13}},{"id":"73afed08-2e5c-48b5-8808-41af8dcef57c","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":116,"box":{"x":59,"y":547,"width":841,"height":12}},{"id":"1a5aa126-a1a8-48e9-8163-2105fde7a74a","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":116,"box":{"x":60,"y":562,"width":854,"height":12}},{"id":"a8c659c3-b875-4123-a4e2-72d83db59efa","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":116,"box":{"x":59,"y":577,"width":816,"height":12}},{"id":"996abb35-2f1e-4364-a914-b551b54bf7a7","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":116,"box":{"x":59,"y":592,"width":859,"height":12}},{"id":"b2919ce8-24bf-4097-b8ea-02396009e0f2","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":116,"box":{"x":59,"y":607,"width":819,"height":12}},{"id":"0d9a1c99-8e0e-457b-b186-617d0d973707","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":116,"box":{"x":60,"y":622,"width":844,"height":13}},{"id":"3148bd01-48e8-4e46-a4c5-25a6103aa45b","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":116,"box":{"x":59,"y":637,"width":568,"height":13}},{"id":"14819d72-b276-470d-a3ce-5177135b03ed","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":116,"box":{"x":59,"y":664,"width":851,"height":12}},{"id":"a83af30b-698b-4ab9-a690-af8171b65063","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":116,"box":{"x":59,"y":679,"width":852,"height":12}},{"id":"d3f59ce8-ce76-4ccb-aae3-e0b89944b05e","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":116,"box":{"x":60,"y":694,"width":875,"height":12}},{"id":"23cca791-6153-4b43-825e-0e8d0f1ff7d4","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":116,"box":{"x":60,"y":709,"width":868,"height":12}},{"id":"972e4464-a7dd-4df2-bb0e-c1066ca5b19f","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":116,"box":{"x":60,"y":724,"width":868,"height":13}},{"id":"5fabd1ec-ed41-4da1-965c-9ccc055922eb","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":116,"box":{"x":59,"y":739,"width":816,"height":13}},{"id":"8d3bdb40-7246-4d70-a322-9b4f20795551","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":116,"box":{"x":59,"y":754,"width":865,"height":13}},{"id":"11d486e1-6b3b-4323-b250-cf1e1ad2dd75","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":116,"box":{"x":59,"y":770,"width":572,"height":12}},{"id":"2d3e6f23-4062-43b1-b7fb-366f194f2c2d","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":116,"box":{"x":60,"y":796,"width":835,"height":12}},{"id":"369cce9c-2eae-405e-b60c-f03f4ecba0d9","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":116,"box":{"x":59,"y":811,"width":818,"height":13}},{"id":"57bb1fff-f074-4806-bf44-c6b84a15a4af","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":116,"box":{"x":59,"y":826,"width":844,"height":13}},{"id":"293e1ec0-2dfd-4e19-bbfa-f5a0842eec27","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":116,"box":{"x":59,"y":841,"width":851,"height":13}},{"id":"6be0c33d-9e08-4e1d-a2ca-0dbc7b67a95b","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":116,"box":{"x":59,"y":857,"width":838,"height":12}},{"id":"cc18bd58-756b-43fc-b7e9-bfa552d52421","block_type":"box","text":"BlackRock.","page_number":116,"box":{"x":60,"y":872,"width":73,"height":9}},{"id":"f922237d-50e8-4f30-941c-25147f9e2a50","block_type":"box","text":"104","page_number":116,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"51e3d268-d64d-456b-8c9e-e7e94166a6c4","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":117,"box":{"x":60,"y":67,"width":872,"height":12}},{"id":"a87b0c5a-ce1b-458f-b9c0-c38055ce88ad","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":117,"box":{"x":60,"y":82,"width":847,"height":12}},{"id":"1cb1f801-0a86-4f05-8d0c-27a5b718b2d3","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":117,"box":{"x":60,"y":97,"width":826,"height":12}},{"id":"c2fd6eba-9750-4c2d-9f09-6ffb97b6b4c8","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":117,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"fff1d1e2-8d54-4312-80cf-2762510d1dd6","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":117,"box":{"x":59,"y":127,"width":837,"height":12}},{"id":"3bc5d70f-0277-4cfb-b844-386087fbccdd","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":117,"box":{"x":59,"y":142,"width":856,"height":13}},{"id":"93455f91-ff96-4616-8fd9-c82837b4a714","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":117,"box":{"x":60,"y":157,"width":870,"height":13}},{"id":"af76bedc-b758-4986-bde6-e5f7f94f311a","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":117,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"33b548e7-a1f8-45ed-a251-e2f1cb3d985b","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":117,"box":{"x":59,"y":188,"width":859,"height":11}},{"id":"2c35066e-58e7-4cd6-b216-e1cba8ce1ba0","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":117,"box":{"x":59,"y":203,"width":874,"height":12}},{"id":"d08f7ef1-1ed3-48dd-b63d-63b19f4d01c3","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":117,"box":{"x":59,"y":218,"width":816,"height":12}},{"id":"82991e3a-efdf-4905-b51d-2bd067c5cc1e","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":117,"box":{"x":60,"y":233,"width":247,"height":12}},{"id":"c97643d6-f627-44a1-8639-3156aed94e84","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":117,"box":{"x":59,"y":259,"width":801,"height":13}},{"id":"48ea7cb2-c763-45e5-9fc1-bd2684dfc896","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":117,"box":{"x":59,"y":274,"width":836,"height":13}},{"id":"abb4a643-4d35-4296-b819-7bcb110e3d0e","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":117,"box":{"x":60,"y":290,"width":854,"height":12}},{"id":"e11b58f6-f3dd-41b8-895d-a8b8ec7e516a","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":117,"box":{"x":59,"y":305,"width":855,"height":12}},{"id":"c5c301fe-b32a-437c-a3ef-45c8c6dcadbb","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":117,"box":{"x":60,"y":320,"width":854,"height":12}},{"id":"a335941f-99e7-4ffa-8d9b-6e3f2a2056ee","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":117,"box":{"x":59,"y":335,"width":858,"height":12}},{"id":"4b48305d-944c-4936-9978-b35966d22699","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":117,"box":{"x":59,"y":350,"width":821,"height":12}},{"id":"60e027ab-20eb-42e6-b6be-8bf633b0ecff","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":117,"box":{"x":59,"y":365,"width":330,"height":13}},{"id":"45a0d24f-e09e-44fe-99a3-f3c405f6736b","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":117,"box":{"x":59,"y":392,"width":821,"height":12}},{"id":"7d2a4800-4405-4cf3-991a-7d75691d6c20","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":117,"box":{"x":59,"y":407,"width":851,"height":12}},{"id":"9b7ca1bb-f613-48e6-be52-b59294030734","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":117,"box":{"x":59,"y":422,"width":875,"height":12}},{"id":"3b93071a-02db-4ecc-b836-f719b5603fd6","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":117,"box":{"x":59,"y":437,"width":824,"height":12}},{"id":"d2464338-bba4-4a65-8b39-4fdf8bd43808","block_type":"box","text":"amounts.","page_number":117,"box":{"x":59,"y":453,"width":65,"height":9}},{"id":"70211b9a-d23e-4f2a-bd51-bde63acdab82","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":117,"box":{"x":59,"y":479,"width":858,"height":12}},{"id":"31e1b535-7379-4f56-adaf-3ba1233a9e4c","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":117,"box":{"x":60,"y":494,"width":856,"height":12}},{"id":"22dcb50e-1d20-4361-8d33-59f8633b718a","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":117,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"2708ac23-41b8-47f5-98f8-2a089c8e954b","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":117,"box":{"x":59,"y":524,"width":831,"height":12}},{"id":"5bea7937-d52d-43e2-99f6-1bd2575b5895","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":117,"box":{"x":59,"y":539,"width":821,"height":12}},{"id":"aa2f4ef5-af92-4fe5-9041-88a2c4d90851","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":117,"box":{"x":60,"y":566,"width":851,"height":12}},{"id":"580535ea-e1af-4b9a-8eb6-8e4c7c3216f9","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":117,"box":{"x":59,"y":581,"width":870,"height":12}},{"id":"7329d3ef-9e8f-4199-aec6-b47cbbeee64e","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":117,"box":{"x":59,"y":596,"width":851,"height":12}},{"id":"40b97850-286d-4bbf-bb21-723d4e56d853","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":117,"box":{"x":60,"y":611,"width":871,"height":12}},{"id":"bcef0e4b-e3af-4247-ba38-23e565489236","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":117,"box":{"x":59,"y":626,"width":838,"height":12}},{"id":"2a6d143a-ddfa-4193-80f7-e71844f1eb32","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":117,"box":{"x":60,"y":641,"width":870,"height":12}},{"id":"16c28349-0212-4db9-bcf9-adc624073967","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":117,"box":{"x":59,"y":656,"width":824,"height":13}},{"id":"12ac540d-e8de-463f-893d-37fd7fbd2236","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":117,"box":{"x":59,"y":671,"width":870,"height":13}},{"id":"14bd6033-8576-41fe-b4d2-d6afff017b36","block_type":"box","text":"allocation.","page_number":117,"box":{"x":59,"y":686,"width":71,"height":10}},{"id":"2d66590b-7cd9-4e07-8899-d14ddcc3586b","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":117,"box":{"x":59,"y":713,"width":863,"height":12}},{"id":"6a022e97-818d-4d2e-93c6-a49b26c5264d","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":117,"box":{"x":59,"y":728,"width":881,"height":12}},{"id":"685948c2-c4fc-4985-babf-6644f5e9548d","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":117,"box":{"x":59,"y":743,"width":875,"height":12}},{"id":"39ba0660-f82a-46b1-ba1b-8d787eb384ad","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":117,"box":{"x":59,"y":758,"width":870,"height":13}},{"id":"3c3754d1-ef72-43d8-b732-e6034547cf45","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":117,"box":{"x":60,"y":773,"width":848,"height":13}},{"id":"9985dc03-0b19-400a-8008-ce1819ccff59","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":117,"box":{"x":60,"y":788,"width":845,"height":13}},{"id":"5304a57c-6a5b-4737-9051-102445f071c4","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":117,"box":{"x":59,"y":804,"width":818,"height":12}},{"id":"9af867e1-3b7b-4870-81fe-877ea360779f","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":117,"box":{"x":59,"y":819,"width":866,"height":12}},{"id":"2f032272-fbeb-48b6-b601-c7e038d6b13b","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":117,"box":{"x":59,"y":834,"width":864,"height":12}},{"id":"ea26d1fd-bf78-42c6-8e36-285949b04830","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":117,"box":{"x":60,"y":849,"width":443,"height":12}},{"id":"44a7fb16-ac9a-4444-8bc7-a4d193322a52","block_type":"box","text":"105","page_number":117,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"4ec60000-3a20-4c5f-8c52-43ed98b0e129","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":118,"box":{"x":60,"y":67,"width":867,"height":12}},{"id":"41b20661-5b80-475d-ad9e-eae92ac992e5","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":118,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"ca10e27a-bb62-4f2f-9d0e-38c7957f03d2","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":118,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"a2435722-4c46-4153-a0f8-d6945871c7b4","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":118,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"8814d864-8fa0-4364-9b8d-c020904e9903","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":118,"box":{"x":60,"y":127,"width":857,"height":12}},{"id":"7ba6041f-a6a0-442e-bbdd-a1cc5fa18964","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":118,"box":{"x":60,"y":142,"width":421,"height":13}},{"id":"27d04bf9-2ee8-45d8-b442-7fdfdbef8671","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":118,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"71c5c6fa-bc45-488f-9654-adce9315e0b0","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":118,"box":{"x":59,"y":184,"width":854,"height":12}},{"id":"704b5959-6e77-4352-87a8-6202af0c7361","block_type":"box","text":"(","page_number":118,"box":{"x":60,"y":199,"width":4,"height":12}},{"id":"e91e5f16-2250-437a-bd4a-319669863e4f","block_type":"box","text":"i.e","page_number":118,"box":{"x":65,"y":200,"width":15,"height":9}},{"id":"3922cbdf-391c-498b-8533-c241671017b7","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":118,"box":{"x":81,"y":199,"width":825,"height":12}},{"id":"8d0159bc-60fa-4aa0-86be-433b5a642369","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":118,"box":{"x":60,"y":214,"width":798,"height":12}},{"id":"2a520cbf-87c4-41d5-b952-c062d43591b1","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":118,"box":{"x":59,"y":229,"width":861,"height":12}},{"id":"ace0f604-c8bf-415e-a73e-7e79585fbccb","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":118,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"eac18ce0-95cc-4274-8ba8-07893d07fc10","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":118,"box":{"x":59,"y":259,"width":836,"height":13}},{"id":"8f70e10c-86a9-4cf7-85bc-ef3ab549671c","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":118,"box":{"x":60,"y":274,"width":858,"height":13}},{"id":"8dbc86b1-5c5a-42c9-bc0b-b463f1c0692b","block_type":"box","text":"the firm.","page_number":118,"box":{"x":59,"y":290,"width":58,"height":9}},{"id":"28bd4141-d216-4194-84c8-f8aa80cae702","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":118,"box":{"x":60,"y":316,"width":874,"height":12}},{"id":"265fce90-2f31-43db-8208-fb583d9e35e0","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":118,"box":{"x":59,"y":331,"width":849,"height":13}},{"id":"df8d761d-77c6-4020-9675-982811808c1a","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":118,"box":{"x":60,"y":346,"width":867,"height":13}},{"id":"5db72a56-c613-4d9f-9868-f80d08c3ea71","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":118,"box":{"x":59,"y":361,"width":864,"height":13}},{"id":"e166b50a-8091-43e7-b9de-bfdc944fafb8","block_type":"box","text":"required, or in cases involving client direction.","page_number":118,"box":{"x":60,"y":377,"width":318,"height":12}},{"id":"6e633f17-447b-4eb0-b68d-c356541ae65a","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":118,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"3eb0493c-c78e-46da-a324-d5547656c746","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":118,"box":{"x":59,"y":418,"width":819,"height":12}},{"id":"0befaac1-8ea6-4c9b-b478-bb7b34a7916f","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":118,"box":{"x":59,"y":433,"width":860,"height":13}},{"id":"79e2ce94-27e6-4469-b477-efbf64e496db","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":118,"box":{"x":59,"y":448,"width":843,"height":13}},{"id":"65d7bfd8-a68c-4b20-8b09-4d4e1d198d86","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":118,"box":{"x":59,"y":463,"width":471,"height":13}},{"id":"7c19a372-7d8c-4fb8-8bee-77c446276bcc","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":118,"box":{"x":60,"y":490,"width":847,"height":12}},{"id":"a6a2dea0-a7e3-41e5-b507-603d44c5c3b2","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":118,"box":{"x":60,"y":505,"width":864,"height":12}},{"id":"4a403976-e350-4272-8dbd-0f19a6f44aa5","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":118,"box":{"x":59,"y":520,"width":857,"height":12}},{"id":"b1e3b0d2-2e29-43dc-ac2f-ae6961179e75","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":118,"box":{"x":59,"y":535,"width":843,"height":13}},{"id":"0bb4f370-1bde-4809-a65b-b20b7894cc7c","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":118,"box":{"x":60,"y":550,"width":814,"height":13}},{"id":"51415ce4-b911-42f7-8011-3aecdedf14b3","block_type":"box","text":"BlackRock.","page_number":118,"box":{"x":60,"y":566,"width":73,"height":9}},{"id":"23c8ee6f-a166-45ae-b428-6bc4b0441993","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":118,"box":{"x":59,"y":592,"width":879,"height":12}},{"id":"f1d46f44-2717-4abd-ad57-d5a88f9472b0","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":118,"box":{"x":59,"y":607,"width":841,"height":12}},{"id":"752a464c-e127-48bd-ae5a-59e1505c172a","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":118,"box":{"x":60,"y":622,"width":867,"height":13}},{"id":"77993039-7d05-4143-8c61-4814b3401def","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":118,"box":{"x":59,"y":637,"width":868,"height":13}},{"id":"bf74dd5f-2ec8-4a81-ac7a-6e3832102ccf","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":118,"box":{"x":60,"y":652,"width":836,"height":13}},{"id":"198d8111-6ceb-43af-aeeb-39e0952537bf","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":118,"box":{"x":59,"y":668,"width":816,"height":12}},{"id":"fb853610-4ffe-4a90-955c-fd7a59a8f80e","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":118,"box":{"x":60,"y":694,"width":840,"height":12}},{"id":"ec6947b3-2eeb-4365-af93-c55989de19de","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":118,"box":{"x":59,"y":709,"width":875,"height":12}},{"id":"61557d11-78ee-496a-b66a-516e962300ac","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":118,"box":{"x":60,"y":724,"width":839,"height":13}},{"id":"d2cb536b-2aa8-4321-982f-9eac559c46f8","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":118,"box":{"x":60,"y":739,"width":869,"height":13}},{"id":"bab40f1f-c94b-4e80-b40b-55bf6994b46f","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":118,"box":{"x":59,"y":754,"width":863,"height":13}},{"id":"3b7b7ac5-9ac4-4026-8498-9f97bda6a744","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":118,"box":{"x":60,"y":770,"width":840,"height":12}},{"id":"f5a2ab99-e1e2-4b6a-9070-10f052347c8a","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":118,"box":{"x":60,"y":785,"width":861,"height":12}},{"id":"007da33e-e5ed-4e58-a0c0-eb1ba825143c","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":118,"box":{"x":60,"y":800,"width":867,"height":12}},{"id":"722c6086-947d-4905-abe9-1187b48650b1","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":118,"box":{"x":59,"y":815,"width":400,"height":12}},{"id":"939e030e-3617-4e06-b057-0bea25826261","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":118,"box":{"x":60,"y":841,"width":833,"height":13}},{"id":"b57d3c73-92aa-4a44-a28d-a91e305c38c5","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":118,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"8ab00771-ffcc-4f50-bdde-c83707f1fdd3","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":118,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"05f1074c-4604-4e17-8be8-ea6a3375be6e","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":118,"box":{"x":59,"y":887,"width":851,"height":12}},{"id":"baca56f9-f31e-4c9f-8966-3a71ccc1b8a9","block_type":"box","text":"106","page_number":118,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"cd5f108c-6296-4705-bc0e-92de5f4ac1a0","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":119,"box":{"x":59,"y":67,"width":871,"height":12}},{"id":"73e1fc37-29ff-46ac-a734-f27234d05a98","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":119,"box":{"x":60,"y":82,"width":844,"height":12}},{"id":"668b64e4-5fc2-49a8-a6b1-d2738c59fa58","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":119,"box":{"x":60,"y":97,"width":825,"height":12}},{"id":"7ed00875-d2f8-409c-ac5b-229196eb3d10","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":119,"box":{"x":59,"y":112,"width":361,"height":12}},{"id":"d274e90a-bf2b-4beb-a38c-8ee575d103b6","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":119,"box":{"x":60,"y":138,"width":868,"height":13}},{"id":"5a177418-c913-4924-a0d6-304ee5a5b3f8","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":119,"box":{"x":60,"y":154,"width":862,"height":12}},{"id":"30344421-af80-4047-abc3-43518f1859bc","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":119,"box":{"x":59,"y":169,"width":846,"height":12}},{"id":"2ea47304-2fdf-498f-957f-a41a9cbb1851","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":119,"box":{"x":59,"y":184,"width":842,"height":12}},{"id":"5a9c5be3-b96a-4e35-aa84-7ec288c2fb4b","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":119,"box":{"x":59,"y":199,"width":846,"height":12}},{"id":"01ffe9bf-f219-44b6-8576-bca2081f65d6","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":119,"box":{"x":60,"y":214,"width":871,"height":12}},{"id":"bf4f3fb1-388a-4b40-93d6-0d12eaeb4a47","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":119,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"290f8598-4632-4ca9-8bb4-1b7a9ee85b8e","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":119,"box":{"x":60,"y":244,"width":793,"height":13}},{"id":"c443f707-5b11-4d61-9627-026f42602c6a","block_type":"box","text":"transactions.","page_number":119,"box":{"x":59,"y":260,"width":89,"height":9}},{"id":"3e689b27-c5b1-4731-9dfc-6d37d427eb64","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":119,"box":{"x":60,"y":286,"width":821,"height":12}},{"id":"d68aaff4-5880-4752-ba4d-2d1d0c9aa785","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":119,"box":{"x":59,"y":301,"width":859,"height":12}},{"id":"a68241f7-72db-4c91-a8b1-9a0839ca8442","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":119,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"03648e44-c973-46b0-92e3-c57b8c652f34","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":119,"box":{"x":60,"y":331,"width":810,"height":13}},{"id":"6ea6db57-b1f3-47e6-bd57-d53dbbcc9277","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":119,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"a7184341-58e8-41c0-bf81-5bcf36ec65a7","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":119,"box":{"x":59,"y":373,"width":872,"height":12}},{"id":"9b85967b-6de8-4ea7-80f1-5cf86c1248b5","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":119,"box":{"x":59,"y":388,"width":876,"height":12}},{"id":"3d828fa9-83ca-4cde-80eb-d6374c1ac87d","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":119,"box":{"x":59,"y":403,"width":824,"height":12}},{"id":"79d013b5-13c1-44bf-922e-0b24976ae379","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":119,"box":{"x":60,"y":418,"width":801,"height":12}},{"id":"6b03f423-035e-460a-b719-c272b3fb061e","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":119,"box":{"x":59,"y":433,"width":866,"height":13}},{"id":"4544748d-2e66-4d70-af17-884582117327","block_type":"box","text":"Policies.”","page_number":119,"box":{"x":60,"y":448,"width":60,"height":10}},{"id":"628521c0-9479-4962-b702-2a6a51de91f9","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":119,"box":{"x":60,"y":475,"width":819,"height":12}},{"id":"e9166d59-5721-4785-b02a-744375c71c3a","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":119,"box":{"x":60,"y":490,"width":874,"height":12}},{"id":"97c81770-0712-4a8e-a694-cf3b74e0cf0e","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":119,"box":{"x":59,"y":505,"width":861,"height":12}},{"id":"12f3cc15-f638-48ff-ac0d-fc094b541895","block_type":"box","text":"the Fund’s expense ratio.","page_number":119,"box":{"x":59,"y":520,"width":174,"height":12}},{"id":"4fbdd3c7-cda4-4bf7-bbd9-33a963241e85","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":119,"box":{"x":60,"y":547,"width":854,"height":12}},{"id":"a4b3aa4f-a07f-4aff-b362-075c33fc7229","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":119,"box":{"x":59,"y":562,"width":840,"height":12}},{"id":"e806a5be-1d18-4cde-892f-8b8fae043550","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":119,"box":{"x":59,"y":577,"width":856,"height":12}},{"id":"c76d6dfc-9e5d-4cd1-a049-7e8e256070a2","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":119,"box":{"x":59,"y":592,"width":822,"height":12}},{"id":"e1179219-e1a1-4faa-9147-4e8b09d2f07b","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":119,"box":{"x":60,"y":607,"width":871,"height":12}},{"id":"d41ddb23-8222-4f59-a47d-129bec3da916","block_type":"box","text":"Fund.","page_number":119,"box":{"x":60,"y":622,"width":37,"height":10}},{"id":"6e62b378-6481-497f-afcd-9dfd325671e7","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":119,"box":{"x":60,"y":649,"width":828,"height":12}},{"id":"6ade6cb1-1bca-4a8b-9405-dc8e2421fe30","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":119,"box":{"x":59,"y":664,"width":858,"height":12}},{"id":"c0f95d67-6a3d-4f02-a3e1-b3d605fef585","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":119,"box":{"x":59,"y":679,"width":861,"height":12}},{"id":"77fae46f-f22a-4759-ac0b-80d4afddc62c","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":119,"box":{"x":59,"y":694,"width":870,"height":12}},{"id":"273a3227-7f70-41b7-858c-267a0a583ef0","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":119,"box":{"x":59,"y":709,"width":840,"height":12}},{"id":"be717003-7e58-42dd-85a0-3ab54059d94f","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":119,"box":{"x":59,"y":724,"width":860,"height":13}},{"id":"4bc6271e-a1a1-4956-b933-76a384ffb905","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":119,"box":{"x":59,"y":739,"width":867,"height":13}},{"id":"e3894f9a-3ce3-4760-9559-4fc976ab699e","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":119,"box":{"x":60,"y":766,"width":855,"height":12}},{"id":"e825818c-885d-41d4-8645-b9b901b7621a","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":119,"box":{"x":60,"y":781,"width":849,"height":12}},{"id":"6443bf1e-958a-4bfb-8989-276531ca6561","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":119,"box":{"x":59,"y":796,"width":863,"height":12}},{"id":"ab3ab6ad-003d-48ef-a6da-1cc0af1cac6b","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":119,"box":{"x":59,"y":811,"width":860,"height":13}},{"id":"56e2aa51-b3d5-4697-8b41-cd38c1f8afbf","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":119,"box":{"x":59,"y":826,"width":849,"height":13}},{"id":"5c68f063-fa6d-4354-acca-fdeecc7725c7","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":119,"box":{"x":59,"y":841,"width":872,"height":13}},{"id":"50cd997f-bba8-4ddb-a6ed-9557efe80b35","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":119,"box":{"x":59,"y":857,"width":869,"height":12}},{"id":"dc64836e-cf8f-4cce-88fc-a25614af9a77","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":119,"box":{"x":60,"y":872,"width":865,"height":12}},{"id":"10cdc8fd-9816-4500-9280-fbfd8cc37c88","block_type":"box","text":"products.","page_number":119,"box":{"x":59,"y":887,"width":65,"height":12}},{"id":"7c23de46-3d5f-4814-897f-0f370c5153bc","block_type":"box","text":"107","page_number":119,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"4d27535f-8c50-41ba-a2fd-1c5790a8c30c","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":120,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"a377a2d5-2bc3-49e0-9832-6cfc5e0299d8","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":120,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"cfb6737c-ed50-4433-86fe-65f8f6f49823","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":120,"box":{"x":60,"y":97,"width":845,"height":12}},{"id":"d92ca248-0d8d-4d59-82d8-294dac30a93b","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":120,"box":{"x":60,"y":112,"width":876,"height":12}},{"id":"ca9ab709-b5c1-4e38-a77e-2e35291e8863","block_type":"box","text":"provide services to the Fund.","page_number":120,"box":{"x":59,"y":127,"width":200,"height":12}},{"id":"9e0b7b76-cea6-4e09-932b-0210f31a7117","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":120,"box":{"x":60,"y":154,"width":867,"height":12}},{"id":"ac9ef4a6-3d90-41ff-8cca-ead55b05c440","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":120,"box":{"x":59,"y":169,"width":821,"height":12}},{"id":"74f1c9a6-7a93-4104-bc31-429fc8437b04","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":120,"box":{"x":60,"y":184,"width":854,"height":12}},{"id":"24f6527d-fe52-44e4-a3f4-b2a7262bbace","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":120,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"6e258e28-1111-4bbc-9912-5fd09b21b511","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":120,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"94a0e4e6-5653-4812-a8fd-85e84a50baba","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":120,"box":{"x":59,"y":229,"width":821,"height":12}},{"id":"dbe0495c-4a34-471d-9e83-48a6fc5b623a","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":120,"box":{"x":59,"y":244,"width":466,"height":13}},{"id":"634bc86a-6137-4ea3-9688-98022f3f6298","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":120,"box":{"x":59,"y":271,"width":816,"height":12}},{"id":"cd50361c-2eea-48f5-bad5-b17d5b06abcc","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":120,"box":{"x":59,"y":286,"width":869,"height":12}},{"id":"e37d409a-b66c-4179-bf00-d23627046571","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":120,"box":{"x":60,"y":301,"width":851,"height":12}},{"id":"10d69fba-0ea1-456c-8331-b871df8047ab","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":120,"box":{"x":59,"y":316,"width":879,"height":12}},{"id":"839fad8f-5045-42db-aa61-b21b953c079d","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":120,"box":{"x":59,"y":331,"width":854,"height":13}},{"id":"bf5f2696-a6b2-4871-b295-fe31db30105d","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":120,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"a7ca48ae-81d6-4964-99b3-568b705de63b","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":120,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"1ebe1a3b-2a3d-44f2-8a89-12160ae7e67c","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":120,"box":{"x":60,"y":377,"width":863,"height":12}},{"id":"f4aeffa6-1b20-42ac-b7b3-a48166423c8c","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":120,"box":{"x":59,"y":392,"width":835,"height":12}},{"id":"e8c8c8fe-c229-4caf-bbfb-2f69b39d2532","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":120,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"d71f01b5-e3e1-434e-b48a-357a1ec610d7","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":120,"box":{"x":60,"y":422,"width":876,"height":12}},{"id":"6903e8e9-bf07-4f1d-addd-bc57278cd57c","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":120,"box":{"x":59,"y":437,"width":843,"height":12}},{"id":"6b043ce7-35db-4698-86f6-e20e1065daa3","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":120,"box":{"x":59,"y":452,"width":865,"height":12}},{"id":"fecda534-f575-4c2d-a23d-cd45ad62a1d5","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":120,"box":{"x":60,"y":467,"width":873,"height":13}},{"id":"34f851c4-faf1-4244-9cd1-2ea1e1fd408c","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":120,"box":{"x":59,"y":482,"width":832,"height":13}},{"id":"54c17070-2f52-4c0a-ab60-ba7357d3b4ea","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":120,"box":{"x":60,"y":497,"width":522,"height":13}},{"id":"e50cf027-91d4-4b05-9c1d-3b288dc99a9a","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":120,"box":{"x":59,"y":524,"width":847,"height":12}},{"id":"b8e10e80-459f-42c4-8547-d9840206185a","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":120,"box":{"x":60,"y":539,"width":870,"height":12}},{"id":"1a63d561-1a0c-4d0a-9088-d740fdd371dc","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":120,"box":{"x":59,"y":554,"width":857,"height":13}},{"id":"7a7f8188-5fba-4026-9044-1b1876f8c5a4","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":120,"box":{"x":59,"y":569,"width":832,"height":13}},{"id":"331d8e60-ad5b-45a0-9b31-8fae5d402c81","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":120,"box":{"x":60,"y":596,"width":866,"height":12}},{"id":"75e59a0c-aecd-42cc-a4a1-36ee307b6ec6","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":120,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"ef249af1-4788-44f3-b979-5515fb3b77a5","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":120,"box":{"x":60,"y":626,"width":855,"height":12}},{"id":"059f9c18-228d-417c-bd9c-2c3c45a00733","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":120,"box":{"x":59,"y":641,"width":873,"height":12}},{"id":"69ec6609-75fd-4370-a3ad-e27a59a013c3","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":120,"box":{"x":59,"y":656,"width":868,"height":13}},{"id":"aebece14-ad3c-40df-b4e0-eec5a0d70b02","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":120,"box":{"x":59,"y":671,"width":846,"height":13}},{"id":"c6226e64-86e2-4f31-a0fb-1d5bd1e9be32","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":120,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"2f38bcbe-9920-44c6-a2b9-a1f611a89344","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":120,"box":{"x":60,"y":702,"width":850,"height":12}},{"id":"0c8de01d-4dd0-465a-b2a2-63a4e4d58a71","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":120,"box":{"x":60,"y":717,"width":562,"height":12}},{"id":"9ce148a0-e7ca-436b-b0d7-87f5752c7cac","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":120,"box":{"x":60,"y":743,"width":860,"height":12}},{"id":"71cb7aac-d739-441c-a5ab-e988a5558c62","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":120,"box":{"x":60,"y":758,"width":847,"height":13}},{"id":"0ed8ed4a-9884-4de5-8a8a-aa1c6e0bd900","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":120,"box":{"x":59,"y":773,"width":878,"height":12}},{"id":"dbf4847b-d020-46c2-be1d-c259b76907f5","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":120,"box":{"x":59,"y":788,"width":852,"height":13}},{"id":"71ad03bd-7ba4-4bf6-b235-a64e75120671","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":120,"box":{"x":59,"y":804,"width":856,"height":12}},{"id":"1366509a-946c-46eb-b28b-3aaf176f65e7","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":120,"box":{"x":60,"y":819,"width":846,"height":12}},{"id":"ba15c39a-97cd-4910-828b-5b65d8fbed38","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":120,"box":{"x":59,"y":834,"width":840,"height":12}},{"id":"cb9e85fa-d79a-4d4f-b063-9cca33e6e053","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":120,"box":{"x":60,"y":849,"width":869,"height":12}},{"id":"71cb08c1-9193-43ae-a5ad-ddaea2850dd9","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":120,"box":{"x":60,"y":864,"width":876,"height":12}},{"id":"82968950-f04a-4905-a06d-c17dbb95f060","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":120,"box":{"x":59,"y":879,"width":863,"height":13}},{"id":"4914c837-302d-4683-a822-7f5e99d83f95","block_type":"box","text":"108","page_number":120,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"9fbc510d-85ec-4431-891a-ef465fd88608","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":121,"box":{"x":59,"y":67,"width":835,"height":12}},{"id":"7f19758d-3b98-4711-88a3-ff78b4d1e3af","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":121,"box":{"x":59,"y":82,"width":834,"height":12}},{"id":"9ce16b50-c290-4494-86d6-a0d22a972ad2","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":121,"box":{"x":59,"y":97,"width":859,"height":12}},{"id":"bf1c5542-dec7-46c1-a4ba-492f2f4cd136","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":121,"box":{"x":60,"y":112,"width":853,"height":12}},{"id":"eeb0b522-839f-456a-81f0-d70ee0d90377","block_type":"box","text":"company (","page_number":121,"box":{"x":59,"y":127,"width":74,"height":12}},{"id":"5d849b34-1d33-41f4-ab4a-62e0d9781831","block_type":"box","text":"e.g","page_number":121,"box":{"x":134,"y":130,"width":20,"height":9}},{"id":"6558bbd9-fc62-4106-9745-8dceba2331d4","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":121,"box":{"x":155,"y":127,"width":736,"height":12}},{"id":"af8902b1-b3d2-4ef6-b425-f9931b1893a1","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":121,"box":{"x":60,"y":142,"width":860,"height":13}},{"id":"903f4e7a-7fe7-4e19-85a8-b5dda3913866","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":121,"box":{"x":60,"y":157,"width":860,"height":13}},{"id":"78e28a52-ae23-4fdc-9dc6-d500fc3a5175","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":121,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"a0927122-32f2-494b-9142-29730b1d5ba3","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":121,"box":{"x":59,"y":188,"width":864,"height":12}},{"id":"d8e629cb-bfc3-481c-b0c5-7436060c906e","block_type":"box","text":"or officers of the issuer.","page_number":121,"box":{"x":59,"y":203,"width":162,"height":9}},{"id":"4a058093-b8b2-48a8-8d2b-2eded401dc94","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":121,"box":{"x":60,"y":229,"width":863,"height":12}},{"id":"5c279b6b-9ec0-43a8-9d16-5f90bfcb4a9e","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":121,"box":{"x":60,"y":244,"width":877,"height":13}},{"id":"dbcd5ca5-3e6a-414d-a337-d426ac88f8c0","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":121,"box":{"x":60,"y":259,"width":828,"height":13}},{"id":"92c01932-225d-4aed-b903-9caa12b0f231","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":121,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"4eb54373-9871-45b3-aa0a-28dbe2cc8bfa","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":121,"box":{"x":59,"y":290,"width":870,"height":12}},{"id":"231752a0-2afa-43f8-b8ed-fb7d5137114b","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":121,"box":{"x":59,"y":305,"width":852,"height":12}},{"id":"0d4e4e85-8a93-400c-944e-acdfb441cd21","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":121,"box":{"x":60,"y":320,"width":843,"height":12}},{"id":"600b6c0d-92fc-4bbf-852d-e8476e838bf7","block_type":"box","text":"obligation or other duty to do so.","page_number":121,"box":{"x":59,"y":335,"width":230,"height":12}},{"id":"4dd84add-f072-42cb-84e5-5166090c0e43","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":121,"box":{"x":60,"y":361,"width":838,"height":13}},{"id":"bd099cf2-8a03-4c50-9d18-5dd709eabc02","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":121,"box":{"x":59,"y":377,"width":880,"height":12}},{"id":"997c8fb1-71da-4e57-aaca-0965061b3c7f","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":121,"box":{"x":59,"y":392,"width":834,"height":12}},{"id":"10cc9f78-b978-4535-bf6b-271e808ebb94","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":121,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"dc87487f-22b7-4108-b9ae-02504fa2652d","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":121,"box":{"x":60,"y":422,"width":858,"height":12}},{"id":"3cf8200a-707e-4b02-b638-b4175187dc45","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":121,"box":{"x":59,"y":437,"width":875,"height":12}},{"id":"32aef194-ed99-44c3-b09a-91a01cfa7036","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":121,"box":{"x":59,"y":452,"width":842,"height":12}},{"id":"360b7b97-f464-469e-9c8d-c82b2fbfece3","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":121,"box":{"x":60,"y":467,"width":327,"height":13}},{"id":"d714c9b8-fa48-4079-9899-00717159dca0","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":121,"box":{"x":60,"y":494,"width":875,"height":12}},{"id":"9b552652-33e7-4159-b928-f678cf075461","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":121,"box":{"x":59,"y":509,"width":862,"height":12}},{"id":"1896f5f9-d1f8-4fae-b403-08473cfa519c","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":121,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"f673d0a2-8502-4707-8525-06e0da463587","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":121,"box":{"x":59,"y":539,"width":844,"height":12}},{"id":"3e8acadd-e69f-4199-8a5e-01a33f26cf0b","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":121,"box":{"x":59,"y":554,"width":840,"height":13}},{"id":"822a61b1-ac02-4dc9-ab1f-626c936ebe16","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":121,"box":{"x":59,"y":569,"width":846,"height":13}},{"id":"f572ca3c-e29a-43a8-a1e3-ca91d091708b","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":121,"box":{"x":60,"y":584,"width":799,"height":13}},{"id":"b4de216b-4fbc-4ea3-8eb9-53bb8ad736bb","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":121,"box":{"x":60,"y":600,"width":855,"height":12}},{"id":"708b4e87-7db9-43a6-8f6b-1296b9265c3d","block_type":"box","text":"personnel on the other side of a barrier.","page_number":121,"box":{"x":59,"y":615,"width":275,"height":12}},{"id":"cf91f0c8-266b-46fd-9fe6-806540a6e210","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":121,"box":{"x":59,"y":641,"width":860,"height":12}},{"id":"03065d36-eb97-4821-a6b9-70be9ea47a37","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":121,"box":{"x":59,"y":656,"width":803,"height":13}},{"id":"0ceab570-71c2-498b-bd1f-3fa01cc79467","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":121,"box":{"x":60,"y":671,"width":861,"height":13}},{"id":"622c7532-b1c6-4627-8def-b1b40691481e","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":121,"box":{"x":60,"y":686,"width":845,"height":13}},{"id":"898a9a7f-df63-411f-a2af-05286b113d1e","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":121,"box":{"x":59,"y":702,"width":835,"height":12}},{"id":"35a4e6bd-1204-4488-ab89-6f62f1aa8461","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":121,"box":{"x":59,"y":717,"width":812,"height":12}},{"id":"60597f64-b5ec-4a65-ac40-2e5c57b30697","block_type":"box","text":"e.g","page_number":121,"box":{"x":872,"y":720,"width":20,"height":9}},{"id":"da991638-dfae-4048-ab39-d2457b4dc223","block_type":"box","text":".,","page_number":121,"box":{"x":893,"y":725,"width":6,"height":3}},{"id":"cd6b0090-df41-4d4c-aa99-0667e49f106f","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":121,"box":{"x":60,"y":732,"width":848,"height":12}},{"id":"cc481da6-1f84-4978-b778-d32ef1b99772","block_type":"box","text":"ownership restrictions (","page_number":121,"box":{"x":59,"y":747,"width":165,"height":12}},{"id":"0b273f9a-cb38-47d5-85dd-2a8ecf83fa1b","block_type":"box","text":"e.g","page_number":121,"box":{"x":226,"y":750,"width":20,"height":9}},{"id":"595bc5d9-41c8-4ecc-9775-3fb04f8f4ae2","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":121,"box":{"x":247,"y":747,"width":688,"height":12}},{"id":"34167e30-f805-4c9c-9e89-9cebaca7c6c2","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":121,"box":{"x":60,"y":762,"width":857,"height":12}},{"id":"821385cd-0c40-4181-8f9d-26deefe0bc5e","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":121,"box":{"x":59,"y":777,"width":815,"height":13}},{"id":"5d61fbca-2a9a-4e9a-bb3c-3a3383d94440","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":121,"box":{"x":59,"y":792,"width":865,"height":13}},{"id":"803009ef-9aae-410d-a90b-d9aaff82178d","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":121,"box":{"x":59,"y":807,"width":846,"height":13}},{"id":"80524501-42af-4f7e-9441-2f79588b1e86","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":121,"box":{"x":60,"y":823,"width":812,"height":12}},{"id":"62dc7a0b-b91d-4d4d-a6e1-c65f9e3ee0cc","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":121,"box":{"x":60,"y":838,"width":389,"height":12}},{"id":"eac00f1f-e986-47d0-a504-dcfc53f74590","block_type":"box","text":"e.g","page_number":121,"box":{"x":451,"y":841,"width":20,"height":9}},{"id":"b6ecbe67-6c19-4f25-a0ab-f261f38a02b7","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":121,"box":{"x":472,"y":838,"width":450,"height":12}},{"id":"750f4163-4a66-4710-b937-72044464897d","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":121,"box":{"x":59,"y":853,"width":854,"height":12}},{"id":"c76d1950-0af2-4e51-b62f-a288f986a597","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":121,"box":{"x":59,"y":868,"width":875,"height":12}},{"id":"b919039e-3abe-48b6-9b88-0c20a9de2ced","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":121,"box":{"x":60,"y":883,"width":866,"height":12}},{"id":"05fbdb31-0ce4-4259-9de6-93af71fc3399","block_type":"box","text":"109","page_number":121,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"c16affe5-7062-4c7d-b47f-b41ffc0c1876","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":122,"box":{"x":59,"y":67,"width":832,"height":12}},{"id":"f989f1f3-b2db-4ed8-98fd-958c2bdaa8ed","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":122,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"c9ce22e7-2b2a-42d0-b05b-df8e1d642ac6","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":122,"box":{"x":60,"y":97,"width":546,"height":12}},{"id":"0d5ea43b-07be-41d9-8145-df01286b4e35","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":122,"box":{"x":60,"y":123,"width":858,"height":13}},{"id":"fdbeac83-b283-44b9-9dfe-c8e672f41c10","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":122,"box":{"x":60,"y":138,"width":877,"height":13}},{"id":"1d6b1703-8ddc-45bd-975c-592ac525dbd1","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":122,"box":{"x":59,"y":154,"width":794,"height":12}},{"id":"bc34d964-3e96-48f8-8836-1595d5b9be03","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":122,"box":{"x":59,"y":169,"width":829,"height":12}},{"id":"5aeb75e1-a89f-4418-8157-ad0afa3eaf75","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":122,"box":{"x":60,"y":184,"width":851,"height":12}},{"id":"c269046d-6ffe-46d5-8df4-1116df12d556","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":122,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"dfda4c5c-1c96-405c-a9eb-193a4c88aff3","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":122,"box":{"x":60,"y":214,"width":810,"height":12}},{"id":"7c7eb648-248c-407a-916f-0e7aa887af89","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":122,"box":{"x":59,"y":229,"width":835,"height":12}},{"id":"16cfcc48-0d21-492b-9db9-8ce23cfae4db","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":122,"box":{"x":60,"y":244,"width":841,"height":13}},{"id":"253e85d5-5e23-4855-92d8-ffece23d1398","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":122,"box":{"x":60,"y":259,"width":873,"height":13}},{"id":"e7e825f2-597c-4247-a8b7-d98332a34ca4","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":122,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"f38b646b-67ea-4771-b51a-81bc73139cea","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":122,"box":{"x":59,"y":290,"width":878,"height":12}},{"id":"9fba6a21-4bf5-441e-a2b7-9b983cf91a04","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":122,"box":{"x":59,"y":305,"width":812,"height":12}},{"id":"ef9cb0f3-f5b9-42da-979f-5a259ae50d12","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":122,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"63b71f81-dbcd-4397-9539-077e26094568","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":122,"box":{"x":59,"y":346,"width":840,"height":13}},{"id":"bad7fe48-b23a-4029-ba60-e1be3907ca92","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":122,"box":{"x":59,"y":361,"width":868,"height":13}},{"id":"9debfe3a-98e8-42f0-b94b-b508a998dfb2","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":122,"box":{"x":60,"y":377,"width":829,"height":12}},{"id":"b0da59a2-9d99-49b2-90c4-9d750b39f78a","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":122,"box":{"x":59,"y":392,"width":877,"height":12}},{"id":"a8187278-e375-47f2-9a42-93fe6d0f8ba2","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":122,"box":{"x":59,"y":407,"width":869,"height":12}},{"id":"b5fd3f1e-bd19-4065-8822-10154c9999e7","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":122,"box":{"x":59,"y":422,"width":880,"height":12}},{"id":"afff0b19-00f1-4843-86bc-1a56a9bf252e","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":122,"box":{"x":59,"y":437,"width":863,"height":12}},{"id":"a8efa8fa-e938-4d2d-b40a-efccfd43bb4e","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":122,"box":{"x":59,"y":452,"width":874,"height":12}},{"id":"efeebe60-17e0-4141-9f16-1467e5f34e2b","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":122,"box":{"x":59,"y":467,"width":869,"height":13}},{"id":"60961e6e-fd5d-434d-9e2a-c50d03e981a5","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":122,"box":{"x":59,"y":482,"width":874,"height":13}},{"id":"c385f83e-cd39-4cd6-970c-b34dcb374960","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":122,"box":{"x":59,"y":497,"width":840,"height":13}},{"id":"8cf4a741-38f6-40d6-b66f-835ee40c6fe9","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":122,"box":{"x":60,"y":513,"width":871,"height":12}},{"id":"0e98d506-72a4-4ec4-a1d3-de32b4c906b0","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":122,"box":{"x":60,"y":528,"width":817,"height":12}},{"id":"caae1923-8b1c-463c-baca-dd8da508d0fe","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":122,"box":{"x":60,"y":543,"width":613,"height":12}},{"id":"227d6357-df32-43c0-a799-fdf68de525d5","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":122,"box":{"x":59,"y":569,"width":862,"height":13}},{"id":"08a51792-952a-4f72-ab16-e1f4ecdcd914","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":122,"box":{"x":59,"y":584,"width":815,"height":13}},{"id":"465ecbb7-a01e-4106-90a3-241fe18fe402","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":122,"box":{"x":59,"y":600,"width":481,"height":12}},{"id":"b07b661a-7636-46d4-83f1-c0f9ae9a6745","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":122,"box":{"x":60,"y":626,"width":872,"height":12}},{"id":"88b0f3f2-80d3-4393-9370-d9982c663c5d","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":122,"box":{"x":59,"y":641,"width":879,"height":12}},{"id":"d677950f-2a23-4053-8db4-aac613a2079e","block_type":"box","text":"to such security or asset.","page_number":122,"box":{"x":59,"y":656,"width":173,"height":13}},{"id":"ff50f77a-8980-40ac-9181-84b4305cb6cc","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":122,"box":{"x":60,"y":683,"width":710,"height":12}},{"id":"baa5fce7-6cc0-4563-a261-9c3664b57008","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":122,"box":{"x":60,"y":709,"width":867,"height":12}},{"id":"351528a2-53d0-4035-a61f-ed00b84b44b5","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":122,"box":{"x":59,"y":724,"width":873,"height":13}},{"id":"99f12341-e2e7-40a8-acd6-acbd7e5aa319","block_type":"box","text":"Creation Units of the Funds (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":122,"box":{"x":59,"y":739,"width":839,"height":13}},{"id":"385444cc-dfde-487b-83ea-21202168ee7b","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":122,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"cd14d8b3-6e5e-4386-a390-a094ac1f563c","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":122,"box":{"x":59,"y":770,"width":877,"height":12}},{"id":"4746fff9-73c6-495e-ac12-126b9151d196","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":122,"box":{"x":60,"y":785,"width":874,"height":12}},{"id":"73d5c52b-aa0d-4634-9767-eb980407c948","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":122,"box":{"x":59,"y":800,"width":708,"height":12}},{"id":"f6a02814-da93-4f6a-b1c5-7ddb735a9bb4","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Funds may collect certain fees","page_number":122,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"4d21ee85-4480-4ef3-8db6-14e6e38d3bd9","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":122,"box":{"x":59,"y":841,"width":809,"height":13}},{"id":"45214c63-d4d9-4506-ba9e-42b0b680aad0","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Funds in determining the rates for fees collected by the","page_number":122,"box":{"x":60,"y":857,"width":844,"height":12}},{"id":"2c4c745c-c9c1-4e20-a3b7-6940a0b06dae","block_type":"box","text":"Funds related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":122,"box":{"x":60,"y":872,"width":870,"height":12}},{"id":"ad85340c-2f7a-4848-b1ea-79a62cc2b563","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":122,"box":{"x":59,"y":887,"width":870,"height":12}},{"id":"43fe9535-4ae6-4119-97fe-5bf9fd309fe7","block_type":"box","text":"110","page_number":122,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"38fb6cc7-c672-4561-94d0-edcaab302149","block_type":"box","text":"and/or expenses incurred by a Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":123,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"c80b3e79-3989-48a0-be76-fc73e3d005fa","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":123,"box":{"x":59,"y":82,"width":566,"height":12}},{"id":"e7f48aba-00f1-42e0-be2b-8890582d8a82","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":123,"box":{"x":60,"y":108,"width":877,"height":13}},{"id":"0a7e1584-e208-4ada-9221-ecc653ee8b80","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":123,"box":{"x":59,"y":123,"width":860,"height":13}},{"id":"af32c3aa-ed98-45be-8028-7de254beff02","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":123,"box":{"x":59,"y":138,"width":861,"height":13}},{"id":"d959ab5d-4710-4c1f-ace1-6efe4f2e0d9e","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":123,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"7fea81b2-326e-49b5-8ba5-72b25658ad4e","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":123,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"1f04f592-b093-46c3-af10-de3a8853be96","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":123,"box":{"x":60,"y":184,"width":846,"height":12}},{"id":"0cd6f80a-5c0a-4626-bde4-6f5fd4c85631","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":123,"box":{"x":59,"y":199,"width":867,"height":12}},{"id":"fefec053-9866-4077-9aed-e0d3c530bd2d","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":123,"box":{"x":60,"y":214,"width":852,"height":12}},{"id":"7d7fa84c-1158-431f-a080-011b4c58c0e3","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":123,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"883a8388-dba3-41c9-9b62-268ce77f8ab4","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":123,"box":{"x":60,"y":256,"width":681,"height":12}},{"id":"baf50390-328b-49d3-8c51-e136fe629aab","block_type":"box","text":"e.g","page_number":123,"box":{"x":742,"y":259,"width":20,"height":9}},{"id":"33fe859a-64bc-4c58-aa2a-9edae9f0b035","block_type":"box","text":"., custodians,","page_number":123,"box":{"x":763,"y":256,"width":90,"height":11}},{"id":"5d1b891e-cf91-4c48-bab6-1af74b08cb28","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":123,"box":{"x":59,"y":271,"width":847,"height":12}},{"id":"9539bc67-bee8-4e5b-9ddf-fd269d090213","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":123,"box":{"x":60,"y":286,"width":852,"height":12}},{"id":"6608a91d-8eed-439f-9ed4-eea72dc2e4e7","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":123,"box":{"x":59,"y":301,"width":859,"height":12}},{"id":"d6325ac8-cd9c-4ee2-b594-899cdb1c5ba4","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":123,"box":{"x":59,"y":316,"width":866,"height":12}},{"id":"14a643ec-f381-4533-b523-f9c2b33c5ce4","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":123,"box":{"x":59,"y":331,"width":874,"height":13}},{"id":"1d7770f9-320d-4e8b-9ea1-09d1ff774d13","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":123,"box":{"x":60,"y":346,"width":825,"height":13}},{"id":"86db0d99-38b5-42c5-add6-eb4af59ae1f1","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":123,"box":{"x":59,"y":361,"width":843,"height":13}},{"id":"ece80e0a-f454-4996-877e-6fd0143a86f8","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":123,"box":{"x":59,"y":377,"width":862,"height":12}},{"id":"e946cc50-cf69-4359-bc98-6e6f8b1a840a","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":123,"box":{"x":59,"y":392,"width":820,"height":12}},{"id":"898d9717-a9f6-46a4-94b7-6bce2d815c22","block_type":"box","text":"different fee structures.","page_number":123,"box":{"x":59,"y":407,"width":161,"height":9}},{"id":"c62b9c5a-2e3c-4243-bbf0-5f9caba6b40d","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":123,"box":{"x":59,"y":433,"width":818,"height":13}},{"id":"72af119b-0247-44e7-8bd0-7f9552310285","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":123,"box":{"x":60,"y":448,"width":852,"height":13}},{"id":"abee849d-1acc-44a3-888b-7eb12b07adf3","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":123,"box":{"x":59,"y":463,"width":873,"height":13}},{"id":"acdba512-d3b9-4979-93f8-9d3639af87bb","block_type":"box","text":"client account over another.","page_number":123,"box":{"x":59,"y":479,"width":194,"height":9}},{"id":"135cad9c-d7ae-45ed-9f37-a6b9d8d2bcad","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":123,"box":{"x":60,"y":505,"width":833,"height":12}},{"id":"875a3517-e3c6-4614-a53d-b06248236a0e","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":123,"box":{"x":59,"y":520,"width":877,"height":12}},{"id":"f4409397-90e8-4d00-94da-2445fd91026e","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":123,"box":{"x":59,"y":535,"width":846,"height":13}},{"id":"26e8f2d4-a29e-4e94-a606-5ac26252b3e0","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":123,"box":{"x":60,"y":550,"width":853,"height":13}},{"id":"c5d21a01-b8f5-4ab4-9fec-ecd64de1c644","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":123,"box":{"x":60,"y":566,"width":807,"height":12}},{"id":"4a39da68-624d-40b0-bb09-0c23b9d4026d","block_type":"box","text":"profitability of BlackRock.","page_number":123,"box":{"x":59,"y":581,"width":177,"height":12}},{"id":"596eb0b1-dd5d-4b5b-8ba5-ce1d5aa90e43","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":123,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"83cccbdd-823d-491d-97ab-9d0c03758044","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":123,"box":{"x":59,"y":622,"width":811,"height":13}},{"id":"3b4b1505-cfc7-4348-bf97-c57d19316b0e","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":123,"box":{"x":60,"y":649,"width":861,"height":12}},{"id":"3885d9aa-9a78-4f98-8495-e06a006d6b18","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":123,"box":{"x":59,"y":664,"width":845,"height":12}},{"id":"d7d44c0f-7935-4131-bf98-1f4f1456b935","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":123,"box":{"x":59,"y":679,"width":335,"height":12}},{"id":"4d9e13be-0b03-467a-b19a-cb81d3a590f6","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":123,"box":{"x":60,"y":705,"width":838,"height":13}},{"id":"a5b55b24-efa9-4cea-8ba6-b9468ecddb68","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":123,"box":{"x":59,"y":720,"width":384,"height":13}},{"id":"ec267a75-6e41-4e95-818c-a2f1d3e8178b","block_type":"box","text":"Investment Advisory, Administrative and","page_number":123,"box":{"x":62,"y":751,"width":676,"height":30}},{"id":"489b0336-ccfc-4c3e-b485-4836c8ba5a21","block_type":"box","text":"Distribution Services","page_number":123,"box":{"x":62,"y":781,"width":342,"height":24}},{"id":"2838f6bb-f6d1-45b2-bffe-89de811648b4","block_type":"box","text":"Investment Adviser.","page_number":123,"box":{"x":60,"y":823,"width":140,"height":9}},{"id":"e9121b23-3ba6-4240-807b-317204bec61a","block_type":"box","text":"BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between","page_number":123,"box":{"x":210,"y":823,"width":723,"height":12}},{"id":"5de6423e-c593-4404-bb40-726db009439f","block_type":"box","text":"the Trust, on behalf of each Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc.","page_number":123,"box":{"x":59,"y":838,"width":857,"height":12}},{"id":"70fe2710-e820-4c92-b08a-be64e771e1c7","block_type":"box","text":"and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":123,"box":{"x":59,"y":853,"width":851,"height":12}},{"id":"09cad8ed-5fde-48b2-9e7f-6f3b68b3181b","block_type":"box","text":"111","page_number":123,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"e4f5fee6-7ce5-4279-a123-37304a9cb36e","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of","page_number":124,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"289c8d8d-c8aa-4008-9a1f-3162d990f0d2","block_type":"box","text":"each Fund, manages and administers the Trust and the investment of each Fund’s assets. 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The contractual waiver was terminated as of June 30, 2023, by written agreement of the Trust","page_number":131,"box":{"x":103,"y":716,"width":836,"height":10}},{"id":"40fff60b-28c3-412a-a24c-46d73d550a60","block_type":"box","text":"and BFA.","page_number":131,"box":{"x":103,"y":729,"width":48,"height":7}},{"id":"51a111a5-5d45-4c8c-894c-231674bfc9c6","block_type":"box","text":"2","page_number":131,"box":{"x":88,"y":743,"width":5,"height":4}},{"id":"01296cb2-2e64-41ee-8b3b-ab5cb293671e","block_type":"box","text":"For the iShares S&P 500 3% Capped ETF, BFA has contractually agreed to waive a portion of its management fee such that the Fund’s total annual","page_number":131,"box":{"x":104,"y":744,"width":816,"height":10}},{"id":"d649d9cf-37ed-4408-93b5-c5cad88ebd53","block_type":"box","text":"fund operating expenses after fee waiver will not exceed 0.09% through July 31, 2031. This contractual waiver may be terminated prior to July 31,","page_number":131,"box":{"x":103,"y":756,"width":811,"height":10}},{"id":"dc7d55b5-44f2-4693-a345-45fa6e4c8fb5","block_type":"box","text":"2031 only upon written agreement of the Trust and BFA.","page_number":131,"box":{"x":103,"y":769,"width":315,"height":10}},{"id":"b2ac5d2c-31a4-4fe6-afd4-3f4d72349ce8","block_type":"box","text":"3","page_number":131,"box":{"x":88,"y":783,"width":5,"height":5}},{"id":"b09e8c33-d407-4387-aa33-15a4f46ca3e4","block_type":"box","text":"Prior to June 30, 2023, BFA had contractually agreed to waive a portion of its management fee such that the Fund’s total annual fund operating","page_number":131,"box":{"x":104,"y":784,"width":800,"height":10}},{"id":"1a225f2e-c938-4432-b6ff-e8315982f073","block_type":"box","text":"expenses after the fee waiver would not exceed 0.20%. The contractual waiver was terminated as of June 30, 2023, by written agreement of the Trust","page_number":131,"box":{"x":103,"y":797,"width":836,"height":10}},{"id":"352cb0ca-aceb-4506-8679-dd1b9cc123ac","block_type":"box","text":"and BFA.","page_number":131,"box":{"x":103,"y":809,"width":48,"height":8}},{"id":"7e4a4d9c-bbb2-43a7-aded-e6966bcf7aad","block_type":"box","text":"The investment advisory agreement with respect to each Fund continues in effect for two years from its effective date, and","page_number":131,"box":{"x":59,"y":833,"width":857,"height":12}},{"id":"a2f60915-a26a-44bc-9458-4dc4e4969ffe","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":131,"box":{"x":59,"y":848,"width":864,"height":12}},{"id":"b86f4b3e-c971-44c3-9dec-762b24cd1e2a","block_type":"box","text":"defined in the 1940 Act) of the applicable Fund, provided that in either event such continuance also is approved by a majority","page_number":131,"box":{"x":59,"y":863,"width":877,"height":12}},{"id":"f7d2b6d2-f5a1-458a-bc3a-76f8032ac975","block_type":"box","text":"119","page_number":131,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"d7aa686d-b61e-401c-a889-fd5a3fad0d72","block_type":"box","text":"of the Board members who are not interested persons (as defined in the 1940 Act) of the applicable Fund, by a vote cast in","page_number":132,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"96293d96-47cc-4159-b063-6b8879a576b3","block_type":"box","text":"person at a meeting called for the purpose of voting on such approval.","page_number":132,"box":{"x":59,"y":82,"width":492,"height":12}},{"id":"2cc47458-87ef-4f0a-a308-e12b728b2e18","block_type":"box","text":"The investment advisory agreement with respect to each Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":132,"box":{"x":59,"y":108,"width":878,"height":13}},{"id":"af40a77f-9796-4654-94ce-4056e30e00e6","block_type":"box","text":"or by a vote of the holders of a majority of the applicable Fund’s outstanding voting securities (as defined in the 1940 Act).","page_number":132,"box":{"x":59,"y":123,"width":858,"height":13}},{"id":"979cba36-e333-4423-bfb0-81468e0230d9","block_type":"box","text":"The investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the","page_number":132,"box":{"x":59,"y":138,"width":855,"height":13}},{"id":"0bf5077c-4cd9-4697-bc45-29d75c0987c2","block_type":"box","text":"event of its assignment (as defined in the 1940 Act).","page_number":132,"box":{"x":59,"y":154,"width":366,"height":12}},{"id":"55d432c8-69ce-4943-9d67-2f00ad6af4d3","block_type":"box","text":"Portfolio Managers.","page_number":132,"box":{"x":60,"y":180,"width":140,"height":12}},{"id":"f32676ea-84d7-498d-9676-f04846a33415","block_type":"box","text":"The individuals named as Portfolio Managers in each Fund’s Prospectus were also primarily responsible","page_number":132,"box":{"x":209,"y":180,"width":725,"height":12}},{"id":"945580a7-6a06-4cd2-bdb0-8457f3bbcaaf","block_type":"box","text":"for the day-to-day management of other iShares funds and certain other types of portfolios and/or accounts. The tables","page_number":132,"box":{"x":59,"y":195,"width":843,"height":12}},{"id":"63856545-c69b-4e1b-8bc7-68b767cdd63c","block_type":"box","text":"below show, for each Portfolio Manager, the number of portfolios or accounts that are registered investment companies","page_number":132,"box":{"x":60,"y":210,"width":838,"height":13}},{"id":"849aff0a-5c5f-41dc-8b01-20476ec2c63d","block_type":"box","text":"(other than the Funds included in this SAI), other pooled investment vehicles, and other accounts; the aggregate of total","page_number":132,"box":{"x":60,"y":225,"width":841,"height":13}},{"id":"7d793a81-93fc-46d2-89b4-37381d87f930","block_type":"box","text":"assets in those portfolios or accounts; and the number and aggregate of total assets in those portfolios or accounts when","page_number":132,"box":{"x":59,"y":240,"width":852,"height":13}},{"id":"2f518e59-7960-4a52-b069-9a60f5adaa45","block_type":"box","text":"they have performance-based fees, as of March 31, 2026:","page_number":132,"box":{"x":59,"y":256,"width":404,"height":12}},{"id":"d6af880f-0a42-4021-9121-dcd9a0dc2923","block_type":"box","text":"Jennifer Hsui","page_number":132,"box":{"x":58,"y":285,"width":92,"height":11}},{"id":"5502e8a6-2e85-4c8e-9c33-ba9f0720b9bb","block_type":"box","text":"Other Accounts","page_number":132,"box":{"x":543,"y":312,"width":90,"height":7}},{"id":"65849fbf-8b9d-4af2-abe3-7f51359de990","block_type":"box","text":"Other Accounts with","page_number":132,"box":{"x":792,"y":302,"width":119,"height":7}},{"id":"4a825957-f0ea-453f-8d61-1292b957deda","block_type":"box","text":"Performance Fees","page_number":132,"box":{"x":801,"y":312,"width":102,"height":7}},{"id":"2faf89a8-5d0a-4ebb-b9a2-d9d05afbe696","block_type":"box","text":"Number Total Assets Number Total Assets","page_number":132,"box":{"x":468,"y":326,"width":470,"height":7}},{"id":"3a468ae7-19c0-4f04-bcd9-54cd77b07599","block_type":"box","text":"Registered Investment Companies 306 $2,190,812,000,000 0 N/A","page_number":132,"box":{"x":60,"y":345,"width":859,"height":12}},{"id":"ae703495-d319-4d83-afeb-f4515e9000c4","block_type":"box","text":"Other Pooled Investment Vehicles 92 113,617,000,000 0 N/A","page_number":132,"box":{"x":59,"y":360,"width":860,"height":11}},{"id":"f89b9388-887b-446a-b1b1-75561eeda7c8","block_type":"box","text":"Other Accounts 0 N/A 0 N/A","page_number":132,"box":{"x":59,"y":375,"width":860,"height":10}},{"id":"3e8cdfbc-6368-41fe-8345-6505e6a34732","block_type":"box","text":"Peter Sietsema","page_number":132,"box":{"x":60,"y":411,"width":105,"height":9}},{"id":"e245b4e7-8490-4a55-8a04-1d03c4ac5af5","block_type":"box","text":"Other Accounts","page_number":132,"box":{"x":543,"y":438,"width":90,"height":7}},{"id":"20b778e7-ec0f-4860-9121-28df536beac3","block_type":"box","text":"Other Accounts with","page_number":132,"box":{"x":793,"y":428,"width":119,"height":7}},{"id":"f8eae4f6-afac-442d-bfd3-7879522ba44f","block_type":"box","text":"Performance 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Waldron","page_number":132,"box":{"x":59,"y":537,"width":97,"height":9}},{"id":"4f0e7bca-879c-4c4e-8594-aa165c6ba910","block_type":"box","text":"Other Accounts","page_number":132,"box":{"x":543,"y":564,"width":90,"height":7}},{"id":"f0259713-b4e6-4854-84b5-d96c742c2c84","block_type":"box","text":"Other Accounts with","page_number":132,"box":{"x":793,"y":554,"width":119,"height":7}},{"id":"52a534b5-433b-4252-86de-6a4a995b8964","block_type":"box","text":"Performance Fees","page_number":132,"box":{"x":802,"y":564,"width":101,"height":7}},{"id":"58a2fdbc-02c8-45e3-b784-5820687f3fc5","block_type":"box","text":"Number Total Assets Number Total Assets","page_number":132,"box":{"x":468,"y":577,"width":470,"height":8}},{"id":"f1526d5f-953a-4b1c-9db4-b9f032297392","block_type":"box","text":"Registered Investment Companies 301 $2,186,800,000,000 0 N/A","page_number":132,"box":{"x":60,"y":597,"width":859,"height":12}},{"id":"bcd0c415-c426-4b06-8d61-07f3ed21242b","block_type":"box","text":"Other Pooled Investment Vehicles 3 5,359,000,000 0 N/A","page_number":132,"box":{"x":59,"y":612,"width":860,"height":11}},{"id":"340dfa19-26ff-45d7-8b43-f4828071ff95","block_type":"box","text":"Other Accounts 9 8,450,000,000 0 N/A","page_number":132,"box":{"x":59,"y":627,"width":860,"height":12}},{"id":"f3338704-ee3c-42e2-aa1e-96dbbb2ba691","block_type":"box","text":"Steven White","page_number":132,"box":{"x":59,"y":663,"width":94,"height":9}},{"id":"f668d365-a1df-4419-9306-6680db886619","block_type":"box","text":"Other Accounts","page_number":132,"box":{"x":543,"y":690,"width":90,"height":7}},{"id":"c37e1d8e-5e1a-4fcd-9558-2dc504943aa6","block_type":"box","text":"Other Accounts with","page_number":132,"box":{"x":793,"y":680,"width":119,"height":7}},{"id":"0074bf9a-731e-4a06-967f-a26002fd4e4e","block_type":"box","text":"Performance Fees","page_number":132,"box":{"x":802,"y":690,"width":101,"height":7}},{"id":"012e0bbf-5129-4f2c-a4c8-6369f9d71487","block_type":"box","text":"Number Total Assets Number Total Assets","page_number":132,"box":{"x":468,"y":703,"width":470,"height":8}},{"id":"95186594-227c-44cd-962f-ad234237340e","block_type":"box","text":"Registered Investment Companies 301 $2,186,800,000,000 0 N/A","page_number":132,"box":{"x":60,"y":723,"width":859,"height":12}},{"id":"c6902782-9368-4a57-934d-7cbfa20d2c03","block_type":"box","text":"Other Pooled Investment Vehicles 109 116,087,000,000 0 N/A","page_number":132,"box":{"x":59,"y":738,"width":860,"height":11}},{"id":"5cdc12ae-010e-418e-ac62-92cbaad6c40a","block_type":"box","text":"Other Accounts 0 N/A 0 N/A","page_number":132,"box":{"x":59,"y":753,"width":860,"height":10}},{"id":"783b3b6c-e1b9-440b-9c92-58a01acf4514","block_type":"box","text":"Pursuant to BFA’s policy, investment opportunities are allocated equitably among the Funds and other portfolios and","page_number":132,"box":{"x":60,"y":786,"width":814,"height":12}},{"id":"237a0846-45ad-4331-9bb5-40f996247f77","block_type":"box","text":"accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in","page_number":132,"box":{"x":59,"y":801,"width":854,"height":12}},{"id":"cfe60c19-d131-45da-8b52-2a9bc96cb4f9","block_type":"box","text":"the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":132,"box":{"x":59,"y":816,"width":858,"height":13}},{"id":"59f34fce-f50b-47d3-8cfd-5183c36873f2","block_type":"box","text":"those portfolios and accounts, including the Funds, seeking such investment opportunity. As a consequence, from time to","page_number":132,"box":{"x":59,"y":831,"width":854,"height":13}},{"id":"f99fc5dd-dc3d-48e1-aaf6-4b81a6673395","block_type":"box","text":"time each Fund may receive a smaller allocation of an investment opportunity than they would have if the Portfolio Managers","page_number":132,"box":{"x":59,"y":846,"width":878,"height":13}},{"id":"6393f31d-6872-4c79-bc38-f779e4568734","block_type":"box","text":"and BFA and its affiliates did not manage other portfolios or accounts.","page_number":132,"box":{"x":59,"y":862,"width":489,"height":12}},{"id":"4b7e35b0-5b55-4c58-81c8-d5ec036836ce","block_type":"box","text":"120","page_number":132,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"72e4fd2a-d342-44f0-a3fb-e9488144fe98","block_type":"box","text":"Like the Funds, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":133,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"3a28a00c-6472-4435-a915-6fe7e85b934e","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":133,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"08fed981-c720-4989-a820-21c0b8e44062","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":133,"box":{"x":60,"y":97,"width":845,"height":12}},{"id":"f6a9b45b-309a-4631-bc9a-0579cabd465d","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":133,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"f9293f1a-96ae-4c36-b22c-4489a93ebdc7","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":133,"box":{"x":59,"y":127,"width":835,"height":12}},{"id":"6796f727-c7d8-424c-8652-e57603220bcc","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":133,"box":{"x":59,"y":142,"width":879,"height":13}},{"id":"5db08d47-f06a-4944-bc7c-43695f4bdb82","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":133,"box":{"x":59,"y":157,"width":799,"height":13}},{"id":"4a181d6e-b29e-4aa9-908a-4e805199dc70","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":133,"box":{"x":60,"y":172,"width":832,"height":13}},{"id":"c7d3bd6e-4702-4ff7-b4a0-3ceec45a4834","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":133,"box":{"x":59,"y":188,"width":844,"height":12}},{"id":"b4a2dcc3-fb34-4e7a-90cc-b111572e0c19","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Funds should be aware that,","page_number":133,"box":{"x":59,"y":203,"width":873,"height":12}},{"id":"b358426f-8ad5-4f41-bed0-f7a8dbba7b19","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":133,"box":{"x":59,"y":218,"width":866,"height":12}},{"id":"9b0e3f6a-2ad9-4753-b52e-fa8d5647ba37","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":133,"box":{"x":59,"y":233,"width":846,"height":12}},{"id":"e36f6f6d-41ba-4d87-a991-43c53dc5d678","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":133,"box":{"x":60,"y":248,"width":791,"height":12}},{"id":"f8200dc2-4515-4c29-9d89-9c8db28e25a3","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":133,"box":{"x":59,"y":274,"width":303,"height":13}},{"id":"7bc66aa8-ba42-4d17-9f6e-fe9c38d81fc8","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of March 31, 2026.","page_number":133,"box":{"x":59,"y":301,"width":648,"height":12}},{"id":"91ad15e2-e5e2-4987-980e-b78aa9a4f70f","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":133,"box":{"x":60,"y":327,"width":824,"height":13}},{"id":"4093af58-961b-44c2-a826-1904bb90aa22","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. 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Each code of ethics is available by contacting BlackRock at","page_number":140,"box":{"x":60,"y":217,"width":865,"height":12}},{"id":"fc45f10d-402d-4f8b-983b-ec3038a7718b","block_type":"box","text":"the telephone number on the back cover of each Fund’s Prospectus or by accessing the EDGAR Database on the SEC’s","page_number":140,"box":{"x":59,"y":232,"width":829,"height":12}},{"id":"774cb86a-c414-4338-be62-83a15e8150b7","block_type":"box","text":"Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at","page_number":140,"box":{"x":60,"y":247,"width":754,"height":12}},{"id":"dd355c8a-2d8b-4556-9dfa-9df188d1e320","block_type":"box","text":"publicinfo@sec.gov.","page_number":140,"box":{"x":59,"y":262,"width":139,"height":12}},{"id":"03a31bc1-2bbc-4140-ad96-392fc4a8a2a8","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":140,"box":{"x":59,"y":288,"width":281,"height":13}},{"id":"3eec6f66-07c7-4719-bbcd-8a4b71a285c9","block_type":"box","text":"The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). 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Fund shares in amounts less than Creation Units","page_number":141,"box":{"x":454,"y":97,"width":473,"height":10}},{"id":"40e1726b-0fd7-4a1d-868d-28d8ff12b7b1","block_type":"box","text":"are generally not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the","page_number":141,"box":{"x":59,"y":112,"width":845,"height":12}},{"id":"d7444257-9284-414c-ab3f-9a97646dcf60","block_type":"box","text":"applicable Prospectus and, upon request, this SAI to persons purchasing Creation Units and will maintain records of both","page_number":141,"box":{"x":59,"y":127,"width":847,"height":12}},{"id":"5f97d354-df13-4aa1-837f-75490fea51cd","block_type":"box","text":"orders placed with it or its agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker","page_number":141,"box":{"x":59,"y":142,"width":861,"height":13}},{"id":"b4b215a7-c589-47c7-8714-5c6d225c5da2","block_type":"box","text":"dealer registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial","page_number":141,"box":{"x":59,"y":157,"width":852,"height":13}},{"id":"dee15b27-5f41-42a9-9e01-da2aecb393ae","block_type":"box","text":"Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as","page_number":141,"box":{"x":60,"y":172,"width":875,"height":13}},{"id":"66ae2bdf-a24e-4a63-9568-6c78bb7467d1","block_type":"box","text":"in Puerto Rico, the U.S. Virgin Islands and the District of Columbia.","page_number":141,"box":{"x":60,"y":188,"width":462,"height":12}},{"id":"feb042de-632a-4201-8531-4430a529367f","block_type":"box","text":"The Distribution Agreement for each Fund provides that it may be terminated at any time, without the payment of any","page_number":141,"box":{"x":59,"y":214,"width":829,"height":12}},{"id":"5d38ac29-a655-40e1-8369-13a957900dba","block_type":"box","text":"penalty, on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent","page_number":141,"box":{"x":59,"y":229,"width":841,"height":12}},{"id":"258ec88b-912d-4e08-9296-82c2aeb66953","block_type":"box","text":"Trustees, or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund.","page_number":141,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"e2f68e52-e82a-4f28-96c8-0d6bd00ffc11","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":141,"box":{"x":59,"y":259,"width":810,"height":13}},{"id":"d2b8acf3-e882-422c-8a13-dde70e2ae7dd","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":141,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"686926b2-408b-45bf-866b-2f119b061e60","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":141,"box":{"x":59,"y":301,"width":819,"height":12}},{"id":"f520bdc1-77c1-4bb0-b692-92e89f496a9f","block_type":"box","text":"participants and/or investor services organizations.","page_number":141,"box":{"x":59,"y":316,"width":358,"height":12}},{"id":"108e0d47-0af8-45ab-a943-ddc369d18f37","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":141,"box":{"x":60,"y":343,"width":846,"height":12}},{"id":"d124ad6c-ac03-4204-9ed0-0ab9b629eb67","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":141,"box":{"x":60,"y":358,"width":742,"height":12}},{"id":"05c028e0-e918-4314-9e3c-60d5a7060245","block_type":"box","text":"Securities Lending.","page_number":141,"box":{"x":59,"y":384,"width":136,"height":12}},{"id":"1ea63459-e1d6-4367-996c-6eea3880ff31","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":141,"box":{"x":204,"y":384,"width":681,"height":12}},{"id":"a5e51ceb-80b3-42d5-92bf-6bb0f1c5331b","block_type":"box","text":"pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Funds, subject to the overall supervision of","page_number":141,"box":{"x":59,"y":399,"width":872,"height":13}},{"id":"681e6649-fd30-4404-8cd5-3e3ae105b380","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":141,"box":{"x":60,"y":414,"width":591,"height":13}},{"id":"7a66bfcc-351b-484e-9bde-fd5ff2abd35d","block_type":"box","text":"Each Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its","page_number":141,"box":{"x":60,"y":441,"width":875,"height":12}},{"id":"cf8072c8-5869-4cd7-99d3-367c50cfd649","block_type":"box","text":"services as securities lending agent. Securities lending income is generally equal to the total of income earned from the","page_number":141,"box":{"x":59,"y":456,"width":833,"height":12}},{"id":"9b5b8eeb-71ac-42de-8d80-ecc60ccf4a36","block_type":"box","text":"reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to","page_number":141,"box":{"x":60,"y":471,"width":874,"height":12}},{"id":"eae82b70-6c61-485d-b9e0-b2773968af12","block_type":"box","text":"and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities","page_number":141,"box":{"x":59,"y":486,"width":845,"height":12}},{"id":"cfa2a467-fb3b-4f1c-a9d2-f688e9633d7d","block_type":"box","text":"lending, including custodial costs of JPMorgan. Each Fund is responsible for fees in connection with the investment of cash","page_number":141,"box":{"x":60,"y":501,"width":859,"height":13}},{"id":"f8ad35f5-d489-4250-a9dc-db191ae79060","block_type":"box","text":"collateral received for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however,","page_number":141,"box":{"x":59,"y":516,"width":875,"height":13}},{"id":"051f38fe-b5b0-48ad-b26c-f7a3b8862105","block_type":"box","text":"BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral","page_number":141,"box":{"x":60,"y":531,"width":820,"height":13}},{"id":"48f93a7f-3114-4970-9e02-46db26dfabcf","block_type":"box","text":"investment fees a Fund bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load,","page_number":141,"box":{"x":60,"y":547,"width":869,"height":12}},{"id":"3bc399d7-7f42-4d3d-aefd-4b96abbfcb3c","block_type":"box","text":"redemption fee, distribution fee or service fee.","page_number":141,"box":{"x":60,"y":562,"width":319,"height":12}},{"id":"ed0fa545-7728-4d6a-9caa-83082bfcc9d7","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":141,"box":{"x":59,"y":588,"width":841,"height":13}},{"id":"cab58378-ebfc-406f-8ec8-5fb38911b387","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":141,"box":{"x":59,"y":603,"width":859,"height":13}},{"id":"7a37154a-4569-437a-aebb-dcb3419c15ca","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":141,"box":{"x":59,"y":618,"width":843,"height":13}},{"id":"f5e85196-aab0-49d8-a85e-3cbdb6f9c4a9","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":141,"box":{"x":59,"y":634,"width":868,"height":12}},{"id":"73634053-77ab-44fb-8f61-c665d2185b88","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":141,"box":{"x":59,"y":649,"width":866,"height":12}},{"id":"0276c243-6ba6-4f1b-8c06-db67862a1429","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":141,"box":{"x":59,"y":664,"width":415,"height":12}},{"id":"8ac5d543-a576-414f-b40a-93aac078bb3e","block_type":"box","text":"i.e","page_number":141,"box":{"x":475,"y":665,"width":15,"height":8}},{"id":"3d262a8e-e6bc-446d-97c2-a6ef374b8ecb","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":141,"box":{"x":491,"y":664,"width":428,"height":12}},{"id":"f3fce95d-9b63-481b-bb53-0efd553023d2","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":141,"box":{"x":59,"y":679,"width":879,"height":12}},{"id":"0c087cae-3de0-41fc-a1f5-92ef446d6e0a","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":141,"box":{"x":59,"y":694,"width":861,"height":12}},{"id":"2530b25c-2cad-48ba-9bce-3a663d6a7b39","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":141,"box":{"x":59,"y":709,"width":841,"height":12}},{"id":"787d344f-8a11-4894-9801-3faad5ff2d71","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":141,"box":{"x":59,"y":724,"width":831,"height":13}},{"id":"4c4aca09-a326-4cf1-8469-077ea7e61332","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":141,"box":{"x":60,"y":739,"width":835,"height":13}},{"id":"62b81508-12d5-4587-9ee7-714becf1866c","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":141,"box":{"x":60,"y":754,"width":464,"height":13}},{"id":"234a2b4c-b09c-47a3-a898-a980d018eeac","block_type":"box","text":"Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination","page_number":141,"box":{"x":60,"y":781,"width":871,"height":12}},{"id":"c444adfb-1d3d-41fd-881f-b1c7138d8dbb","block_type":"box","text":"of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":141,"box":{"x":59,"y":796,"width":878,"height":12}},{"id":"62aba1a2-4578-468c-8de5-f3c1c6ce996f","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":141,"box":{"x":59,"y":811,"width":686,"height":13}},{"id":"02cb1245-cb46-4546-b158-c61bce834dc5","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":141,"box":{"x":60,"y":838,"width":439,"height":12}},{"id":"6666358f-f239-4a12-8e42-48158e1515ec","block_type":"box","text":"(i) domestic equity funds, such as all Funds except for the iShares Europe ETF, iShares International Developed Small Cap","page_number":141,"box":{"x":60,"y":864,"width":846,"height":12}},{"id":"8815f9f2-505a-4d2f-a4bc-3e74a44d404b","block_type":"box","text":"Value Factor ETF and iShares JPX-Nikkei 400 ETF (the “Domestic Equity Funds”) retain 81% of securities lending income","page_number":141,"box":{"x":59,"y":879,"width":840,"height":13}},{"id":"717d3e7b-5909-471c-9c22-b06103450181","block_type":"box","text":"129","page_number":141,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"07ebf4d9-0cf6-4b8e-8960-739cf7b5deb1","block_type":"box","text":"(which excludes collateral investment fees) and (ii) this amount could never be less than 70% of the sum of securities","page_number":142,"box":{"x":60,"y":67,"width":823,"height":12}},{"id":"d25df3d8-89af-4aa5-8f1d-265c558e063c","block_type":"box","text":"lending income plus collateral investment fees.","page_number":142,"box":{"x":60,"y":82,"width":326,"height":12}},{"id":"608ab61d-80f6-4127-896a-bc5d7a72ddfe","block_type":"box","text":"(i) international equity funds, such as the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF","page_number":142,"box":{"x":60,"y":108,"width":850,"height":13}},{"id":"2ce3b734-73ad-45a5-91fb-e52289fd1fd3","block_type":"box","text":"and iShares JPX-Nikkei 400 ETF (“International Equity Funds”), retain 82% of securities lending income (which excludes","page_number":142,"box":{"x":59,"y":123,"width":837,"height":13}},{"id":"021a3c48-7e78-45b9-92eb-5e38b2b00f7d","block_type":"box","text":"collateral investment fees), and (ii) this amount can never be less than 70% of the sum of securities lending income plus","page_number":142,"box":{"x":59,"y":138,"width":842,"height":13}},{"id":"5418aef2-5f27-4829-951c-33de6b990098","block_type":"box","text":"collateral investment fees.","page_number":142,"box":{"x":59,"y":154,"width":181,"height":9}},{"id":"ac290d52-3b04-4f73-b24e-8d43cf8db7f6","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":142,"box":{"x":60,"y":180,"width":863,"height":12}},{"id":"3342276e-2140-4974-be96-8cc8c08c0382","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":142,"box":{"x":59,"y":195,"width":679,"height":12}},{"id":"87be03d2-d226-486d-83f9-dd02a9d4ed1f","block_type":"box","text":"Management — Trustees","page_number":142,"box":{"x":742,"y":196,"width":179,"height":11}},{"id":"327aad1b-a523-493f-ac11-2d034292200e","block_type":"box","text":"and Officers","page_number":142,"box":{"x":59,"y":210,"width":84,"height":12}},{"id":"19d69b33-07c2-48fc-8b10-f2433cfcf70e","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable Fund, pursuant to the","page_number":142,"box":{"x":148,"y":210,"width":737,"height":13}},{"id":"264718f6-8965-4088-8130-e0339b7058ed","block_type":"box","text":"current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending income","page_number":142,"box":{"x":59,"y":225,"width":867,"height":13}},{"id":"e215b181-d53f-4461-8caa-3c7ffa0aa832","block_type":"box","text":"as follows:","page_number":142,"box":{"x":59,"y":240,"width":72,"height":10}},{"id":"ab73be85-5c4f-408c-b94e-29f886fe666a","block_type":"box","text":"Domestic Equity Funds","page_number":142,"box":{"x":59,"y":267,"width":158,"height":12}},{"id":"54fd3177-02e4-44f8-8ef3-b7f658bd8a8f","block_type":"box","text":"(i) 84% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than","page_number":142,"box":{"x":60,"y":293,"width":866,"height":13}},{"id":"0d076766-fea6-4b81-add8-f67005f95a30","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":142,"box":{"x":59,"y":308,"width":533,"height":13}},{"id":"a00c5a71-7924-4c6b-b5a0-15eb12b5abf7","block_type":"box","text":"International Equity Funds","page_number":142,"box":{"x":59,"y":335,"width":182,"height":12}},{"id":"eebc71cc-56aa-4938-902e-8dc3f763aefb","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":142,"box":{"x":60,"y":361,"width":865,"height":13}},{"id":"86561cea-5471-4626-b896-33d2eacc5868","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":142,"box":{"x":59,"y":377,"width":533,"height":12}},{"id":"3a652e4e-363f-452f-898e-546dfbff5a40","block_type":"box","text":"The services provided to the Funds by BTC in the most recent fiscal year ended March 31, 2026 primarily included the","page_number":142,"box":{"x":59,"y":403,"width":821,"height":12}},{"id":"64520b8f-3090-4fad-822e-eff0fbaa0702","block_type":"box","text":"following:","page_number":142,"box":{"x":59,"y":418,"width":67,"height":12}},{"id":"5edc05b1-667e-469e-9900-4c24c0cd1f90","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":142,"box":{"x":79,"y":445,"width":818,"height":12}},{"id":"6b334e0f-980e-4e42-a7d6-5ad50de707af","block_type":"box","text":"behalf of the Funds with each such borrower;","page_number":142,"box":{"x":79,"y":460,"width":317,"height":11}},{"id":"d4b475d9-fb59-4a5e-a841-e26ab12ba25f","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":142,"box":{"x":79,"y":486,"width":520,"height":12}},{"id":"3562a005-957e-468a-8c94-1af07bae3d6b","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":142,"box":{"x":79,"y":513,"width":315,"height":12}},{"id":"1ee168f5-a63f-44fe-a45d-5fdc43e0e4b3","block_type":"box","text":"(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of","page_number":142,"box":{"x":79,"y":539,"width":837,"height":12}},{"id":"074e93ef-64c4-4921-b5bf-fd6d8d0dc223","block_type":"box","text":"excess collateral, as necessary;","page_number":142,"box":{"x":79,"y":554,"width":214,"height":13}},{"id":"86381a86-9698-4cfe-a59e-e49e447e4d03","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":142,"box":{"x":79,"y":581,"width":544,"height":12}},{"id":"b45159ba-6509-4c7e-a636-38e374862366","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":142,"box":{"x":79,"y":607,"width":652,"height":12}},{"id":"31a38519-eeaf-4380-89db-e34c8955af5a","block_type":"box","text":"(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the","page_number":142,"box":{"x":79,"y":634,"width":822,"height":12}},{"id":"9a4b1e93-beeb-4e55-9cdc-1757c0d01945","block_type":"box","text":"liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned","page_number":142,"box":{"x":79,"y":649,"width":840,"height":12}},{"id":"ed7ab31f-cde3-4b3e-a766-408c3a8b40a1","block_type":"box","text":"securities; and","page_number":142,"box":{"x":79,"y":664,"width":99,"height":11}},{"id":"6baaae7a-f443-4d1a-b0f1-7e66c1c17883","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.","page_number":142,"box":{"x":79,"y":690,"width":793,"height":13}},{"id":"dafeca66-3943-49b4-b27c-04a847a2edc5","block_type":"box","text":"The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of","page_number":142,"box":{"x":59,"y":717,"width":877,"height":12}},{"id":"1bee7e58-4337-44f8-9567-9ec726880bfd","block_type":"box","text":"each Fund during its most recent fiscal year ended March 31, 2026.","page_number":142,"box":{"x":59,"y":732,"width":470,"height":12}},{"id":"0b6c7253-6fb9-481c-92f8-a390dcf5c91f","block_type":"box","text":"Fund","page_number":142,"box":{"x":60,"y":782,"width":27,"height":7}},{"id":"045fb372-93d0-4ff8-9350-a60d7b94049b","block_type":"box","text":"iShares","page_number":142,"box":{"x":418,"y":772,"width":41,"height":7}},{"id":"dc3ea5ae-6b43-47d8-8a9f-429057fcf906","block_type":"box","text":"Biotechnology 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Upon termination of the arrangement, the BFA Entities will make additional","page_number":159,"box":{"x":59,"y":203,"width":841,"height":12}},{"id":"409faf40-15c8-448d-ad50-bc41b101b7ab","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":159,"box":{"x":59,"y":218,"width":857,"height":12}},{"id":"480b64e3-3540-44ff-b77c-33f4a8694f71","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":159,"box":{"x":59,"y":233,"width":529,"height":12}},{"id":"6b8722db-7a0f-4bf7-b50d-fc3fa6b3dcaf","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":159,"box":{"x":60,"y":259,"width":872,"height":13}},{"id":"a3f6d171-69b3-4986-9c45-1c784ad89fdb","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":159,"box":{"x":59,"y":274,"width":824,"height":13}},{"id":"249d3ac5-61ed-4d2a-bfa3-2c3fe86d5ed2","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":159,"box":{"x":60,"y":290,"width":867,"height":12}},{"id":"c09b784d-d092-491e-8af8-87a535b2b7ea","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":159,"box":{"x":59,"y":305,"width":844,"height":12}},{"id":"e81ba32a-6555-4e6d-8473-1709ffa0adc5","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":159,"box":{"x":59,"y":320,"width":872,"height":12}},{"id":"378b3cc3-1a8c-400e-a802-03a2825eb346","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":159,"box":{"x":59,"y":335,"width":849,"height":12}},{"id":"0147436f-e49e-4851-b868-017a24fe87bd","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":159,"box":{"x":59,"y":350,"width":864,"height":12}},{"id":"8b29929b-7bd7-44bb-b5a0-760b7c005e20","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":159,"box":{"x":60,"y":365,"width":864,"height":13}},{"id":"d875f5a8-030a-4bde-81f4-94a230e85174","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":159,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"b9b7fcb9-4358-4b09-9cd0-6708bea3bd20","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":159,"box":{"x":59,"y":395,"width":807,"height":13}},{"id":"745c6dda-9aa2-4fa5-8f12-b76ceb6c0e8a","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":159,"box":{"x":59,"y":411,"width":871,"height":12}},{"id":"e53f0b2a-6166-47a9-ad74-e6b00959218b","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":159,"box":{"x":60,"y":426,"width":875,"height":12}},{"id":"0e81bffc-902a-4702-ab38-1d449fe684ff","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":159,"box":{"x":60,"y":441,"width":851,"height":12}},{"id":"1df2865a-4efd-49ac-a1a3-dd77fd867071","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":159,"box":{"x":59,"y":456,"width":855,"height":12}},{"id":"faec7bfa-f99d-4b80-aa96-aab353f82730","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":159,"box":{"x":59,"y":471,"width":821,"height":12}},{"id":"488a5f2d-bf59-42c9-a5df-008e1eddcfde","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":159,"box":{"x":59,"y":486,"width":780,"height":12}},{"id":"4fa08ed7-f322-4b5c-a443-729631c40a7b","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":159,"box":{"x":59,"y":501,"width":840,"height":13}},{"id":"9540435d-2a53-48e4-8b55-3e3657f606fe","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":159,"box":{"x":59,"y":516,"width":822,"height":13}},{"id":"9d005a0e-3791-4741-9705-f85719251c69","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":159,"box":{"x":59,"y":531,"width":848,"height":13}},{"id":"147d8ee6-4d94-4999-a443-a395d531c816","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":159,"box":{"x":60,"y":547,"width":858,"height":12}},{"id":"1e5c715f-88cc-457f-a10c-be2cf2c59b77","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":159,"box":{"x":60,"y":562,"width":876,"height":12}},{"id":"b9f9453d-36cc-4c10-8f96-1901d0a5126b","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":159,"box":{"x":60,"y":577,"width":861,"height":12}},{"id":"42833185-fb75-4204-bc66-e250a666d38f","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo","page_number":159,"box":{"x":59,"y":592,"width":870,"height":12}},{"id":"8f2842c2-35e3-4fd3-b420-afcd8b5b3749","block_type":"box","text":"Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to","page_number":159,"box":{"x":59,"y":607,"width":815,"height":12}},{"id":"8d5e355b-e5fa-4a72-b6d0-39fdf0d5f1d6","block_type":"box","text":"Intermediaries and other third parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":159,"box":{"x":60,"y":622,"width":851,"height":13}},{"id":"91b52d7d-1bcd-498d-b24c-59bf69ee68e4","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":159,"box":{"x":60,"y":649,"width":860,"height":12}},{"id":"9c25c0ad-11cc-439f-b77a-195e585792a7","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":159,"box":{"x":60,"y":664,"width":870,"height":12}},{"id":"aa3139dc-309e-4eac-9a72-51fa443d7143","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":159,"box":{"x":59,"y":679,"width":826,"height":12}},{"id":"1472cbfd-659b-496a-b4cf-4ef95f4041fd","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":159,"box":{"x":60,"y":694,"width":820,"height":12}},{"id":"95610f24-71c2-4979-908c-191d2e70b848","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":159,"box":{"x":60,"y":709,"width":805,"height":12}},{"id":"bb7d0a93-ee61-40a7-817e-1ec4410c619c","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":159,"box":{"x":60,"y":724,"width":862,"height":13}},{"id":"90c05b80-e50b-410a-b789-4f04e2897fbc","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":159,"box":{"x":59,"y":739,"width":835,"height":13}},{"id":"b26991a8-fa4d-4723-9170-694641394755","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":159,"box":{"x":59,"y":754,"width":824,"height":13}},{"id":"3310dafe-90b6-4e9d-ba97-4f1056bf05ca","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":159,"box":{"x":60,"y":770,"width":578,"height":12}},{"id":"3a39702b-9130-4c76-bcb0-1f1f90d3dcb0","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":159,"box":{"x":59,"y":796,"width":864,"height":12}},{"id":"6803ca50-cc56-48d3-9673-32fa4ed1736f","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":159,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"a09bc23c-da12-4030-9a02-3251f958c6a6","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":159,"box":{"x":59,"y":826,"width":859,"height":13}},{"id":"91b71c7a-960d-44e4-be47-cf54136a4a12","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":159,"box":{"x":59,"y":841,"width":864,"height":13}},{"id":"58a27ecf-17fc-441a-a1b8-b26930b88466","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":159,"box":{"x":59,"y":857,"width":847,"height":12}},{"id":"b90ca7ff-a036-407b-bc22-7f9460c06720","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":159,"box":{"x":59,"y":872,"width":852,"height":12}},{"id":"db31a307-3ab7-42e2-bf8b-ba1af977a7cb","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":159,"box":{"x":60,"y":887,"width":721,"height":12}},{"id":"81722803-766b-46e2-bba9-8af944aa38e9","block_type":"box","text":"147","page_number":159,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"3c45f00c-cfd1-4288-bab4-e111d3a5c0b2","block_type":"box","text":"Determination of Net Asset Value","page_number":160,"box":{"x":62,"y":67,"width":558,"height":23}},{"id":"c7f38d16-d123-472b-a6f4-755f1983b558","block_type":"box","text":"Valuation of Shares.","page_number":160,"box":{"x":59,"y":108,"width":143,"height":10}},{"id":"62bc9c3e-1586-46bd-922e-f2e54be1df98","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the NYSE","page_number":160,"box":{"x":207,"y":108,"width":688,"height":13}},{"id":"3fbdf1e2-fb81-4757-90a4-8da8854f19c8","block_type":"box","text":"(normally 4:00 p.m. Eastern Time) on each business day the NYSE is open. Valuation of assets held by a Fund is as follows:","page_number":160,"box":{"x":60,"y":123,"width":853,"height":13}},{"id":"5907d079-e935-402e-9054-44db190fc630","block_type":"box","text":"Equity Investments.","page_number":160,"box":{"x":60,"y":150,"width":139,"height":12}},{"id":"207f8984-6177-46e4-8da3-94237288d430","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":160,"box":{"x":205,"y":150,"width":430,"height":12}},{"id":"7ff5a9e7-1752-412a-8e59-a12fa48e6fe7","block_type":"box","text":"e.g.","page_number":160,"box":{"x":636,"y":153,"width":23,"height":9}},{"id":"bc7344b2-5dbf-4aba-aeaa-544f710cfd16","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":160,"box":{"x":661,"y":150,"width":276,"height":12}},{"id":"4db66f55-039c-43c4-b41d-51b285301389","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":160,"box":{"x":59,"y":165,"width":854,"height":12}},{"id":"945d4064-d4e1-45ca-ae79-54135059b23c","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":160,"box":{"x":59,"y":180,"width":869,"height":12}},{"id":"f648fefc-c21e-40b7-af06-23e32b62c0e8","block_type":"box","text":"or, if an Exchange closing price is not available, the last traded price on that Exchange prior to the time as of which the assets","page_number":160,"box":{"x":59,"y":195,"width":875,"height":12}},{"id":"90ab22ad-9bd2-4cda-873f-ee3a82dcd29f","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":160,"box":{"x":59,"y":210,"width":841,"height":13}},{"id":"a7fe40df-203c-4a53-9e7f-6d517e8ba4d2","block_type":"box","text":"used. If an equity security is traded on more than one Exchange, the current market value of the security where it is primarily","page_number":160,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"981785b7-1ca8-48a4-820c-ee38420632be","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by a Fund on a day on","page_number":160,"box":{"x":59,"y":240,"width":838,"height":13}},{"id":"7818f84e-d114-4d0a-821b-c018f087e4ce","block_type":"box","text":"which a Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":160,"box":{"x":59,"y":256,"width":848,"height":12}},{"id":"7082caa5-edb9-4124-a1ae-9a5b693e7b00","block_type":"box","text":"longer reflects the fair value of the security, in which case such asset would be treated as a Fair Value Asset (as defined","page_number":160,"box":{"x":60,"y":271,"width":829,"height":12}},{"id":"7e15a4f2-3d98-43f2-872d-eec581e125a5","block_type":"box","text":"below).","page_number":160,"box":{"x":60,"y":286,"width":50,"height":12}},{"id":"91ca343c-90a9-4692-a4be-b3430280f09e","block_type":"box","text":"Fixed-Income Investments.","page_number":160,"box":{"x":60,"y":312,"width":193,"height":10}},{"id":"614a54a1-32c5-4cca-b57f-260ac3f13dd3","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":160,"box":{"x":259,"y":312,"width":604,"height":13}},{"id":"95195fd9-288c-4a19-bb2e-19bed6743227","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":160,"box":{"x":59,"y":327,"width":847,"height":13}},{"id":"6a7a6270-b9dd-4681-9948-c6c15aba4d6d","block_type":"box","text":"party pricing services, each in accordance with BFA’s Valuation Procedures. The pricing services may use matrix pricing or","page_number":160,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"5ffd7171-4595-4b11-8dc4-d045e4d8e925","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":160,"box":{"x":59,"y":358,"width":737,"height":12}},{"id":"bd664ae4-524d-4701-8f08-5624ed02a969","block_type":"box","text":"e.g.","page_number":160,"box":{"x":797,"y":361,"width":23,"height":9}},{"id":"aa4cadff-70d5-4d69-b14a-fc2868d61b61","block_type":"box","text":", recent","page_number":160,"box":{"x":822,"y":359,"width":51,"height":10}},{"id":"3f546d4e-b734-442d-965b-2f3041b118af","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":160,"box":{"x":60,"y":373,"width":795,"height":12}},{"id":"7f4358c3-d1f9-41ef-afac-7d99eb546453","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":160,"box":{"x":60,"y":388,"width":841,"height":12}},{"id":"f1d6a064-4be7-4860-a53e-557179501782","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":160,"box":{"x":59,"y":403,"width":878,"height":12}},{"id":"065f5187-ec6d-4348-baf4-c2f0e01cc60a","block_type":"box","text":"generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Fund may hold","page_number":160,"box":{"x":59,"y":418,"width":866,"height":12}},{"id":"321212f3-c00f-4714-aad8-07a5522e5436","block_type":"box","text":"or transact in such securities in smaller, odd lot sizes. Odd lots of securities in certain asset classes may trade at lower prices","page_number":160,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"ec0e68c9-4410-4f7f-af67-b155934e267a","block_type":"box","text":"than institutional round lots, and the value ultimately realized when the securities are sold could differ from the prices used","page_number":160,"box":{"x":59,"y":448,"width":860,"height":13}},{"id":"29ff88b7-bc03-4262-8069-a93b8d9e7257","block_type":"box","text":"by a Fund. The amortized cost method of valuation may be used with respect to debt obligations with 60 days or less","page_number":160,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"608b310c-f915-43e4-b454-38e5f1dd2dc3","block_type":"box","text":"remaining to maturity unless BFA determines in good faith that such method does not represent fair value. Certain fixed","page_number":160,"box":{"x":60,"y":479,"width":844,"height":12}},{"id":"076c06dd-326a-401b-8ecc-5d5bdae75202","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":160,"box":{"x":60,"y":494,"width":873,"height":12}},{"id":"4ef947f9-18e5-4042-825e-474c4f2223f5","block_type":"box","text":"consider the estimated cash flows of each tranche of the issuer, establish a benchmark yield and develop an estimated","page_number":160,"box":{"x":59,"y":509,"width":829,"height":12}},{"id":"f49c91d6-4734-4e83-888a-338a5a9746b6","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":160,"box":{"x":59,"y":524,"width":655,"height":12}},{"id":"cdf65f4d-04e8-414a-8269-5f59b4229dbf","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":160,"box":{"x":59,"y":550,"width":338,"height":13}},{"id":"2eda53c8-d244-40a8-9b48-238f87e16db3","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":160,"box":{"x":403,"y":550,"width":517,"height":13}},{"id":"5ef59215-3173-40ec-89a6-33af9214e8be","block_type":"box","text":"or those that are customized) for which market quotations are readily available are valued at the mean of the last bid and ask","page_number":160,"box":{"x":59,"y":566,"width":875,"height":12}},{"id":"c58b295d-d282-46bb-a070-460711a95083","block_type":"box","text":"prices as quoted on the Exchange or the board of trade on which such options are traded. In the event that there is no mean","page_number":160,"box":{"x":59,"y":581,"width":869,"height":12}},{"id":"286d5187-8a51-40ba-bb07-d6b7ebefd8dd","block_type":"box","text":"price available for such exchange-traded equity option held by a Fund on a day on which the Fund values such option, the","page_number":160,"box":{"x":59,"y":596,"width":854,"height":12}},{"id":"bc148afe-78da-4880-a02c-0cb778f2e98a","block_type":"box","text":"last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask","page_number":160,"box":{"x":60,"y":611,"width":848,"height":12}},{"id":"5a1dbff8-5b96-4cf7-86bf-cb1058e91e2a","block_type":"box","text":"price is available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that","page_number":160,"box":{"x":59,"y":626,"width":868,"height":12}},{"id":"824612c0-a2c8-45ba-b817-26d28a7c8798","block_type":"box","text":"such prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value","page_number":160,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"89368e48-bbc0-4f5d-9e1c-5df4a08aeda5","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":160,"box":{"x":59,"y":656,"width":848,"height":13}},{"id":"cc89d6fe-f75f-4407-925d-33a313800334","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":160,"box":{"x":60,"y":671,"width":822,"height":13}},{"id":"d957d0cc-8df5-4687-938b-55ef924a78bf","block_type":"box","text":"options thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such","page_number":160,"box":{"x":59,"y":686,"width":831,"height":13}},{"id":"5299ca95-4bda-4d5f-a810-21485a320ff1","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":160,"box":{"x":59,"y":702,"width":872,"height":12}},{"id":"efa34529-7f8c-4db5-a8ef-9ede5f747389","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":160,"box":{"x":60,"y":717,"width":453,"height":12}},{"id":"508a1867-fff7-416b-9a2e-a11d229c525b","block_type":"box","text":"Underlying Funds.","page_number":160,"box":{"x":60,"y":743,"width":130,"height":12}},{"id":"d3dbb62b-bd16-474d-8a4e-52bea85bf3db","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":160,"box":{"x":195,"y":743,"width":693,"height":12}},{"id":"97247940-4ca3-4227-854e-e9208e6d86b4","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":160,"box":{"x":60,"y":758,"width":759,"height":13}},{"id":"b745c1b3-5913-4dda-b593-4d0eaf02a71d","block_type":"box","text":"General Valuation Information.","page_number":160,"box":{"x":59,"y":785,"width":222,"height":10}},{"id":"9376fce9-9c16-43b0-b4bf-895442b1b31e","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":160,"box":{"x":287,"y":785,"width":613,"height":12}},{"id":"2cbc70b2-c996-4b19-87e9-966633e35a94","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":160,"box":{"x":60,"y":800,"width":850,"height":10}},{"id":"0b681884-9361-474e-a0f0-c99379381547","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":160,"box":{"x":59,"y":815,"width":853,"height":12}},{"id":"379a7e2d-d760-4de7-9dc3-ead31f559234","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":160,"box":{"x":59,"y":830,"width":813,"height":12}},{"id":"70720fb3-ed41-41d5-adcd-4fe9e008e32c","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":160,"box":{"x":59,"y":845,"width":701,"height":13}},{"id":"2384ad9d-8489-498c-8229-45841084f31d","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the","page_number":160,"box":{"x":59,"y":872,"width":866,"height":12}},{"id":"b8aca3e8-a4c4-4e63-be1c-1ced806ac221","block_type":"box","text":"investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation methodology","page_number":160,"box":{"x":60,"y":887,"width":866,"height":12}},{"id":"56fd9707-add1-4640-a0ba-0f5b6d4bea22","block_type":"box","text":"148","page_number":160,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"aba0e66d-ea11-4ef6-af65-4d275945df8f","block_type":"box","text":"or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be","page_number":161,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"ce999b40-5de4-4d6c-b452-3f7047dff513","block_type":"box","text":"less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain","page_number":161,"box":{"x":60,"y":82,"width":846,"height":12}},{"id":"327abcb8-55b9-4b24-aa39-d0ed8e5e86d9","block_type":"box","text":"upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by technological issues and/or","page_number":161,"box":{"x":60,"y":97,"width":876,"height":12}},{"id":"f01544e0-b5ec-4c9f-b603-c02cf3efb4a7","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":161,"box":{"x":59,"y":112,"width":439,"height":12}},{"id":"f1099905-b657-4c9d-9b18-cb381b34a036","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":161,"box":{"x":59,"y":138,"width":626,"height":13}},{"id":"bd4c0854-b3cf-4501-85a2-92b1b86c6de6","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":161,"box":{"x":60,"y":165,"width":871,"height":12}},{"id":"bcce44e8-c9ac-4a0b-b58b-1952f48a6293","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":161,"box":{"x":59,"y":180,"width":823,"height":12}},{"id":"631c5558-edf1-437d-a252-e211d13a1b8f","block_type":"box","text":"accordance with a method approved by BFA, the Funds’ valuation designee, as reflecting fair value. All other assets and","page_number":161,"box":{"x":59,"y":195,"width":833,"height":12}},{"id":"b3a15d26-7e57-49a0-bc84-fa47de4726bf","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":161,"box":{"x":60,"y":210,"width":836,"height":13}},{"id":"49672ac5-9e15-4b2e-8ce7-8bb1f72562e8","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":161,"box":{"x":59,"y":225,"width":862,"height":13}},{"id":"dde96ae1-3576-45cf-a08b-cd2d5cc3d33c","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":161,"box":{"x":60,"y":240,"width":804,"height":13}},{"id":"4ada4eb1-3d02-4610-8533-f6cc55a9cf09","block_type":"box","text":"Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate","page_number":161,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"d54a7ad7-6549-4ea1-a9f7-68833059f087","block_type":"box","text":"a Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between a Fund’s","page_number":161,"box":{"x":59,"y":282,"width":827,"height":12}},{"id":"3adaea81-7073-4173-b34a-b54838bebfb1","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":161,"box":{"x":59,"y":297,"width":414,"height":13}},{"id":"eb315797-d730-4968-9ab2-27fb8bcf002c","block_type":"box","text":"Fair Value.","page_number":161,"box":{"x":60,"y":324,"width":73,"height":9}},{"id":"840e1b82-c68e-4634-acf8-8f99b5d9e998","block_type":"box","text":"When market quotations are not readily available or are believed by BFA to be unreliable, a Fund’s investments are","page_number":161,"box":{"x":138,"y":324,"width":796,"height":12}},{"id":"48d9b7c5-fee5-4d5b-84f0-08489d0d6de4","block_type":"box","text":"valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation Procedures.","page_number":161,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"ad045e35-d4bd-47a1-92bd-aad7fc13826d","block_type":"box","text":"Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the valuation","page_number":161,"box":{"x":60,"y":354,"width":819,"height":12}},{"id":"051248ec-f689-455c-85e8-5e886f333563","block_type":"box","text":"designee for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a market","page_number":161,"box":{"x":59,"y":369,"width":838,"height":12}},{"id":"b791a7ff-c655-46c6-8fe7-fcdc018be9e7","block_type":"box","text":"quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not have a","page_number":161,"box":{"x":59,"y":384,"width":855,"height":12}},{"id":"cb48b353-e438-4660-a174-d05c2a9b53f1","block_type":"box","text":"price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other source is","page_number":161,"box":{"x":59,"y":399,"width":851,"height":13}},{"id":"dc7b04cc-899e-40a9-8a97-01720902d07c","block_type":"box","text":"unreliable (","page_number":161,"box":{"x":60,"y":414,"width":77,"height":13}},{"id":"b1ce1c7b-12b4-49e6-86e1-e1e4a80a1e42","block_type":"box","text":"e.g.","page_number":161,"box":{"x":138,"y":417,"width":23,"height":10}},{"id":"92e59cfe-d2dd-4184-b233-0fc191b3e115","block_type":"box","text":", where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other","page_number":161,"box":{"x":163,"y":414,"width":745,"height":13}},{"id":"acaaa917-94af-4db2-b473-73475837c907","block_type":"box","text":"asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is only","page_number":161,"box":{"x":59,"y":429,"width":839,"height":13}},{"id":"a29cd542-8ec5-4efa-92c9-05e4f67153ff","block_type":"box","text":"thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this","page_number":161,"box":{"x":59,"y":445,"width":822,"height":12}},{"id":"89edfb85-389f-4302-83da-968055ecbbe3","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":161,"box":{"x":59,"y":460,"width":861,"height":12}},{"id":"c396e57a-22cb-46f1-a4a1-81d8de08f432","block_type":"box","text":"occurred after the close of trading for an asset or liability but prior to or at the time of pricing a Fund’s assets or liabilities, is","page_number":161,"box":{"x":59,"y":475,"width":863,"height":12}},{"id":"eb7ced21-88be-4243-a35c-4404ee4a615a","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":161,"box":{"x":60,"y":490,"width":863,"height":12}},{"id":"846886a8-c7a1-4b49-af7b-5dd47caf2d50","block_type":"box","text":"liabilities of, a Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or","page_number":161,"box":{"x":60,"y":505,"width":863,"height":12}},{"id":"38f31e45-0b02-46d3-b450-57c758841464","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":161,"box":{"x":60,"y":520,"width":857,"height":12}},{"id":"d08565c8-9d3b-40b2-b0a3-e69fc4b48123","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":161,"box":{"x":59,"y":535,"width":829,"height":13}},{"id":"1e3ef73f-09cf-4468-9900-3307626642b4","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":161,"box":{"x":60,"y":550,"width":573,"height":13}},{"id":"77bb8776-dc95-4c26-aabd-0313493a6b5e","block_type":"box","text":"For certain foreign assets, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of","page_number":161,"box":{"x":60,"y":577,"width":873,"height":12}},{"id":"a3da8ddf-cd61-44c0-a7bf-92489edad9e2","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":161,"box":{"x":59,"y":592,"width":787,"height":12}},{"id":"d75ccd16-e9fb-468b-b8c0-69a1a4d2555e","block_type":"box","text":"methodology is designed to correlate the prices of foreign assets in one or more non-U.S. markets following the close of the","page_number":161,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"0eca7a9d-37bf-4851-ae0e-8af8edb08eb0","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":161,"box":{"x":60,"y":622,"width":558,"height":13}},{"id":"781345be-d504-427a-a8bf-8f743c851212","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":161,"box":{"x":60,"y":649,"width":843,"height":12}},{"id":"2c273a37-d663-4618-b291-75508ecd2dba","block_type":"box","text":"inputs used in the fair valuation of Fund assets or liabilities. In addition, a Fund’s accounting agent assists BFA by periodically","page_number":161,"box":{"x":60,"y":664,"width":873,"height":12}},{"id":"f1db55af-bb1d-4004-ac32-295de2428765","block_type":"box","text":"endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker-dealers. BFA","page_number":161,"box":{"x":59,"y":679,"width":848,"height":12}},{"id":"563728c6-509b-4fff-9ce8-91f9b165f4a3","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":161,"box":{"x":60,"y":694,"width":676,"height":12}},{"id":"b462d507-98b6-4119-98ce-a9f8d68a3e77","block_type":"box","text":"When determining the price for a Fair Value Asset, BFA will seek to determine the price that a Fund might reasonably expect","page_number":161,"box":{"x":59,"y":720,"width":868,"height":13}},{"id":"d9437db4-1c93-428d-b035-a9b66577cd0d","block_type":"box","text":"to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset or","page_number":161,"box":{"x":59,"y":736,"width":838,"height":12}},{"id":"fae55b85-8ea9-43f3-99e3-f9724a4ad481","block_type":"box","text":"liability is being valued, and does not seek to determine the price a Fund might reasonably expect to receive for selling an","page_number":161,"box":{"x":60,"y":751,"width":846,"height":12}},{"id":"73d1b736-c628-4cc7-8b94-e1245ce632b9","block_type":"box","text":"asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations will be based upon all","page_number":161,"box":{"x":59,"y":766,"width":857,"height":12}},{"id":"6cb92f6d-80af-4e1f-9294-53bc48a47c91","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":161,"box":{"x":59,"y":781,"width":878,"height":12}},{"id":"3f0ea68c-ab5b-42d7-b021-39c74c8d286d","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":161,"box":{"x":60,"y":796,"width":396,"height":12}},{"id":"c5c47416-8c16-419b-80e9-97b35d14d8a3","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":161,"box":{"x":60,"y":823,"width":847,"height":12}},{"id":"63eca64e-87aa-4e41-bc2e-1aae230d9bfd","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":161,"box":{"x":60,"y":838,"width":865,"height":12}},{"id":"f6e998bb-1c62-464f-aae4-1be25a41ae54","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":161,"box":{"x":59,"y":853,"width":879,"height":12}},{"id":"975a6321-1468-4863-9ab5-1939c48e2cda","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":161,"box":{"x":59,"y":868,"width":796,"height":12}},{"id":"7f956307-efe8-428a-b50a-0bbec42532f1","block_type":"box","text":"149","page_number":161,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"d1472094-5ba7-469e-9b13-e48e692e5345","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":162,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"40fb803e-b486-46eb-b34c-394ee5975473","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":162,"box":{"x":59,"y":82,"width":801,"height":12}},{"id":"7a033dc7-ffd2-4ad5-9211-81275a8e52e7","block_type":"box","text":"investment.","page_number":162,"box":{"x":60,"y":98,"width":80,"height":9}},{"id":"1a4ca845-8465-4c94-8ca8-8129f6580fef","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":162,"box":{"x":59,"y":123,"width":864,"height":13}},{"id":"52d94587-d86e-4d5d-aa25-9e6d0fe3813b","block_type":"box","text":"have been sold during the period in which the particular fair values were used in determining a Fund’s NAV. As a result, a","page_number":162,"box":{"x":60,"y":138,"width":842,"height":13}},{"id":"23eeafda-fda7-43bb-ab6f-2c0b648295ea","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":162,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"0bedd028-a85b-4b55-95d6-e7ad15a5d2a8","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":162,"box":{"x":59,"y":169,"width":541,"height":12}},{"id":"9f5a9cc1-26de-4589-88b5-e2e6bdfce482","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":162,"box":{"x":59,"y":195,"width":821,"height":12}},{"id":"f3e2de2c-ad42-4489-adf2-efe9c6c6fc49","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":162,"box":{"x":59,"y":210,"width":795,"height":13}},{"id":"300d095e-e4d7-4f79-8022-c7d646261321","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":162,"box":{"x":59,"y":225,"width":837,"height":13}},{"id":"a450fc76-9a4f-4663-b4af-441fae35f91e","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":162,"box":{"x":60,"y":240,"width":835,"height":13}},{"id":"7a1bc246-645c-4d8e-b20e-90c4431b6938","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":162,"box":{"x":59,"y":256,"width":499,"height":12}},{"id":"ed67f64f-1e71-44d6-ba67-5520c6ebcb12","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":162,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"260da53a-5cf2-49f2-b445-dca7198ea3c0","block_type":"box","text":"changes may adversely affect a Fund. For example, the evolution of rules governing the determination of the fair market","page_number":162,"box":{"x":59,"y":297,"width":839,"height":13}},{"id":"0d0e809a-9f13-4e03-ac68-67a25cfb935f","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":162,"box":{"x":59,"y":312,"width":862,"height":13}},{"id":"09e5dfcc-79ab-4448-afb2-1832fc6a5ba4","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":162,"box":{"x":59,"y":327,"width":862,"height":13}},{"id":"d6d58458-7ce5-4e29-b122-810607ea5379","block_type":"box","text":"assets or affect their liquidity due to a Fund’s inability to obtain a third-party determination of fair market value.","page_number":162,"box":{"x":59,"y":343,"width":779,"height":12}},{"id":"a49c5fa0-86fd-4fa0-8208-9639eb6ca95a","block_type":"box","text":"Brokerage Transactions","page_number":162,"box":{"x":62,"y":373,"width":390,"height":30}},{"id":"59305c8b-d9a2-4b4b-bbb2-708e72bdb943","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of a Fund’s portfolio transactions","page_number":162,"box":{"x":59,"y":414,"width":862,"height":13}},{"id":"4cbb39dd-55ad-479a-976e-7f024755b168","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":162,"box":{"x":59,"y":429,"width":836,"height":13}},{"id":"bc916bc5-a1d8-4be0-92f6-d1e6d3cb5356","block_type":"box","text":"obtain the best net results for the Funds, taking into account such factors as price (including the applicable brokerage","page_number":162,"box":{"x":59,"y":445,"width":825,"height":12}},{"id":"174acb51-4804-4245-a26b-104e33dfcc9d","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":162,"box":{"x":59,"y":460,"width":877,"height":12}},{"id":"ff745f7a-2c84-4595-90a6-ad8d6b03f899","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":162,"box":{"x":60,"y":475,"width":860,"height":12}},{"id":"4d7cf2d8-5976-4522-a72b-1f2457d09fa9","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":162,"box":{"x":59,"y":490,"width":805,"height":12}},{"id":"12b2915b-5e25-4dcc-99cd-cda2de032903","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":162,"box":{"x":59,"y":505,"width":852,"height":12}},{"id":"9740429c-d4c7-43ec-a9c9-ed85b66caa90","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including a Fund. In","page_number":162,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"2c94ab03-3706-47d6-885b-48005cb8de74","block_type":"box","text":"return for such services, BFA may cause a Fund to pay a higher commission than other brokers would charge if BFA","page_number":162,"box":{"x":60,"y":535,"width":806,"height":13}},{"id":"63a9096a-41f0-4aac-a2ab-a7c3b5d459ff","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":162,"box":{"x":59,"y":550,"width":665,"height":13}},{"id":"a948339a-35ee-4372-977d-1f50abfea7f4","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":162,"box":{"x":60,"y":577,"width":824,"height":12}},{"id":"5101e76b-4ef6-4367-aed7-9ce22ac76a97","block_type":"box","text":"execution for a Fund and may take into account a variety of factors including: (i) the size, nature and character of the security","page_number":162,"box":{"x":59,"y":592,"width":878,"height":12}},{"id":"7f83edd1-53dc-4f2b-9fbb-163ec02ad670","block_type":"box","text":"or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii)","page_number":162,"box":{"x":59,"y":607,"width":847,"height":12}},{"id":"fcdbb179-4293-4716-ab11-ce1f832a8941","block_type":"box","text":"BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and expected in","page_number":162,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"37d63b85-16ab-46cf-9c03-8b8dd607e979","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":162,"box":{"x":59,"y":637,"width":835,"height":13}},{"id":"2b176cd2-6426-4328-8563-1f42ad79f5e3","block_type":"box","text":"brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research services provided;","page_number":162,"box":{"x":60,"y":652,"width":860,"height":13}},{"id":"db0865f7-6e70-4c0a-aaac-cbf4c6770ebb","block_type":"box","text":"(viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and (ix) BFA’s","page_number":162,"box":{"x":60,"y":668,"width":815,"height":12}},{"id":"1b0b1e4e-52e9-40ab-8d09-6a2aa2256bf9","block_type":"box","text":"knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected because of","page_number":162,"box":{"x":60,"y":683,"width":846,"height":12}},{"id":"d351bb0b-4aba-42f8-9937-d685cac55aca","block_type":"box","text":"their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded securities, or","page_number":162,"box":{"x":59,"y":698,"width":870,"height":12}},{"id":"54dc5fa3-34e9-4345-841f-e909f2604b17","block_type":"box","text":"other circumstances.","page_number":162,"box":{"x":59,"y":713,"width":146,"height":10}},{"id":"0f35b667-7c4b-4492-9769-8cfc32d80168","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":162,"box":{"x":59,"y":739,"width":863,"height":13}},{"id":"90f793b5-c321-4584-a3a7-55ab8506d202","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":162,"box":{"x":59,"y":754,"width":845,"height":13}},{"id":"aba32707-5421-4ed2-b018-9016132286cf","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":162,"box":{"x":60,"y":770,"width":871,"height":12}},{"id":"17c8ab92-2e93-4e9c-ae89-2aab3e494a45","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":162,"box":{"x":59,"y":785,"width":839,"height":12}},{"id":"49250d9b-0c6e-465c-99b2-288263d19c98","block_type":"box","text":"under certain conditions.","page_number":162,"box":{"x":60,"y":800,"width":174,"height":10}},{"id":"776bdd32-c871-4822-b1a0-54444a5e28c0","block_type":"box","text":"From time to time, a Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may","page_number":162,"box":{"x":60,"y":826,"width":869,"height":13}},{"id":"0f95acb0-eab5-4545-9c82-12a7c6e1c211","block_type":"box","text":"be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":162,"box":{"x":60,"y":841,"width":843,"height":13}},{"id":"3f141798-1f09-4b38-80fa-6a10de9ac3bf","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":162,"box":{"x":59,"y":857,"width":831,"height":12}},{"id":"38333f1d-cb6a-4edc-b607-fe99e6cf6cd8","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":162,"box":{"x":59,"y":872,"width":807,"height":12}},{"id":"2763ed10-4e39-48e1-be15-8add385dd83a","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":162,"box":{"x":59,"y":887,"width":604,"height":12}},{"id":"98dc7207-cc5a-4ac5-bd14-a1f861bfcf65","block_type":"box","text":"150","page_number":162,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"e09f1546-afdf-4332-9937-6b25bd1b3624","block_type":"box","text":"The Funds anticipate that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":163,"box":{"x":59,"y":67,"width":867,"height":12}},{"id":"09c466ed-c777-40f1-87af-2a99528a9a76","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Funds in the form of","page_number":163,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"ffd14c88-d7b3-4db6-87d4-007246f6c016","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":163,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"e89c661c-c039-4cf6-92ef-ff4d568717af","block_type":"box","text":"exchanges, or traded in OTC markets in the U.S. or Europe, as the case may be. ADRs, like other securities traded in the U.S.,","page_number":163,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"dafe0a33-4a67-495e-8765-510a44d7c2a0","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":163,"box":{"x":59,"y":127,"width":329,"height":12}},{"id":"3425ac29-a6f7-4d8c-ac7f-5c057eeaa764","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":163,"box":{"x":59,"y":154,"width":842,"height":12}},{"id":"98c38823-d11f-4231-966f-916a8faef49f","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":163,"box":{"x":59,"y":169,"width":861,"height":12}},{"id":"5602f494-865c-44e9-85fc-1f45457ca863","block_type":"box","text":"Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or","page_number":163,"box":{"x":60,"y":184,"width":811,"height":12}},{"id":"921efde5-e916-438f-82af-154666feefcb","block_type":"box","text":"execution could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities","page_number":163,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"3d25334c-8383-47fb-86f3-f227cff50cb4","block_type":"box","text":"will generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell","page_number":163,"box":{"x":59,"y":214,"width":875,"height":12}},{"id":"0d5d17d3-e013-4cdd-9299-6118a4c17e34","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":163,"box":{"x":59,"y":229,"width":500,"height":12}},{"id":"af0cab27-3f99-4742-a886-e808259d325d","block_type":"box","text":"Under the 1940 Act, persons affiliated with a Fund and persons who are affiliated with such affiliated persons are prohibited","page_number":163,"box":{"x":60,"y":256,"width":866,"height":12}},{"id":"3f9f6a46-a1f1-4b7a-a0c2-59e7a1522e22","block_type":"box","text":"from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such","page_number":163,"box":{"x":59,"y":271,"width":820,"height":12}},{"id":"de32e1df-502c-447a-b18a-9aab6913742e","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":163,"box":{"x":59,"y":286,"width":844,"height":12}},{"id":"79d53700-a612-49c5-a80c-14eaa2d2f04c","block_type":"box","text":"acting as principal for their own accounts, the Funds will not deal with affiliated persons and affiliated persons of such","page_number":163,"box":{"x":59,"y":301,"width":826,"height":12}},{"id":"185094ec-75b0-45f1-bec6-606e50b7d49d","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":163,"box":{"x":59,"y":316,"width":855,"height":12}},{"id":"3536bc8b-4770-49f0-b81a-03bfd036317b","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":163,"box":{"x":60,"y":331,"width":853,"height":13}},{"id":"d1ee87f4-57bd-43cb-9635-5fb002d0e65e","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":163,"box":{"x":59,"y":346,"width":875,"height":13}},{"id":"61dc5df5-5ebe-4141-a63b-c9f96ecee5b2","block_type":"box","text":"Act.","page_number":163,"box":{"x":59,"y":362,"width":27,"height":9}},{"id":"70ab37bd-7d74-4b4f-926a-d741579bbf64","block_type":"box","text":"Purchases of money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds do not","page_number":163,"box":{"x":60,"y":388,"width":854,"height":12}},{"id":"964cfcf1-2a9c-4270-9a9e-15224fd18c5f","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":163,"box":{"x":59,"y":403,"width":861,"height":12}},{"id":"4450355a-b342-4d0b-a23c-dfb69f83aa75","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":163,"box":{"x":59,"y":418,"width":856,"height":12}},{"id":"b2015a46-7cab-4180-8d5e-32e34b4659b9","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":163,"box":{"x":59,"y":433,"width":472,"height":13}},{"id":"3ce74d95-ecbb-432c-ad6e-8bd5cd90ccc5","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or dealers that are","page_number":163,"box":{"x":60,"y":460,"width":830,"height":12}},{"id":"3574f6a2-53de-47d4-86cf-3d2fc68c88b1","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":163,"box":{"x":59,"y":475,"width":866,"height":12}},{"id":"64fb7515-7b7e-4994-995c-65b49bf03821","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":163,"box":{"x":59,"y":490,"width":868,"height":12}},{"id":"66502447-ff0a-49a8-a7c4-f03e9081b719","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":163,"box":{"x":59,"y":505,"width":365,"height":12}},{"id":"5804cfe9-debb-4d1f-8f6e-0f98254a2103","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":163,"box":{"x":59,"y":531,"width":873,"height":13}},{"id":"5ab521d1-4ac5-49d3-9be7-43047bdf3061","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":163,"box":{"x":59,"y":547,"width":823,"height":12}},{"id":"b67218f4-e759-4a55-bbf1-c64b190fd469","block_type":"box","text":"commissions or discounts are paid.","page_number":163,"box":{"x":59,"y":562,"width":247,"height":12}},{"id":"8df4a302-c758-4364-9582-d7dc49ed72b5","block_type":"box","text":"Investment decisions for the Funds and for other investment accounts managed by BFA and the other Affiliates are made","page_number":163,"box":{"x":60,"y":588,"width":847,"height":13}},{"id":"12b2c3c3-427d-4158-b82b-5321abdfeddc","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":163,"box":{"x":60,"y":603,"width":834,"height":13}},{"id":"57fc3503-3053-4311-803a-afd339dcd4a0","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":163,"box":{"x":59,"y":618,"width":854,"height":13}},{"id":"e25aa74d-6275-44d3-ab89-929e39f4a57c","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":163,"box":{"x":59,"y":634,"width":854,"height":12}},{"id":"8b53ae70-b84b-43a5-8bbe-ccc3ef63834d","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":163,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"924b8a12-e3b5-43b6-ad36-c49cfc68100b","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":163,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"93a40d5d-06a8-45f3-8a36-14044144c6bb","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":163,"box":{"x":59,"y":679,"width":812,"height":12}},{"id":"c18fa095-f6a2-411c-9a5a-9ca8d1c530f3","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":163,"box":{"x":59,"y":694,"width":877,"height":12}},{"id":"9c012a84-f680-43e6-a1a9-9338c1cbf8f1","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":163,"box":{"x":60,"y":709,"width":866,"height":12}},{"id":"0120dd56-0a21-47ba-ad66-fa7de357636b","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":163,"box":{"x":59,"y":724,"width":843,"height":13}},{"id":"4ca64912-4856-472b-8ba2-d1859b118080","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":163,"box":{"x":59,"y":739,"width":871,"height":13}},{"id":"21b2c4dc-f576-4442-ad92-b26e736342ac","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":163,"box":{"x":59,"y":754,"width":817,"height":13}},{"id":"7233e939-2dac-462e-b7f3-84a601cf9c10","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":163,"box":{"x":59,"y":770,"width":863,"height":12}},{"id":"15c8008b-6444-40b3-b024-1d6590a8358b","block_type":"box","text":"in which the Funds may invest.","page_number":163,"box":{"x":60,"y":785,"width":214,"height":12}},{"id":"a5bbc761-098f-4724-b968-baf27a66670a","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":163,"box":{"x":60,"y":811,"width":861,"height":13}},{"id":"82092763-c755-4b22-9786-1176795e17d4","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":163,"box":{"x":60,"y":826,"width":871,"height":13}},{"id":"d0a87b71-7bab-472b-babe-78da60c791f4","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":163,"box":{"x":59,"y":841,"width":823,"height":10}},{"id":"f25425f9-8f26-4fbf-ad5f-392333dee773","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":163,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"da899baf-3c9f-434b-815b-254f31f832a1","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":163,"box":{"x":59,"y":872,"width":872,"height":12}},{"id":"c87cf5e7-df19-4681-82b8-e7489e64b8cc","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":163,"box":{"x":59,"y":887,"width":855,"height":12}},{"id":"fa8cada5-e0f7-4b5b-970e-533b698a62ac","block_type":"box","text":"151","page_number":163,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"8e257082-39ab-4dc8-abf0-3a2165d6e835","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":164,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"3e1048f4-0e85-4e9d-b8ef-2b0406a9768e","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":164,"box":{"x":59,"y":82,"width":863,"height":12}},{"id":"0635049c-e58e-4726-b025-b209013a01c9","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":164,"box":{"x":59,"y":97,"width":871,"height":12}},{"id":"cd5f322c-6add-4d2e-93e0-913afef382ca","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":164,"box":{"x":59,"y":112,"width":856,"height":12}},{"id":"1a78ed93-9144-462c-a392-d49a80a0172f","block_type":"box","text":"pro rata","page_number":164,"box":{"x":58,"y":128,"width":56,"height":11}},{"id":"40ca980e-caf0-430b-90cb-5cb83e9802af","block_type":"box","text":"basis. This","page_number":164,"box":{"x":119,"y":127,"width":71,"height":10}},{"id":"1892457a-ab11-4683-80c5-70778e006d00","block_type":"box","text":"pro rata","page_number":164,"box":{"x":195,"y":128,"width":55,"height":11}},{"id":"456ea787-d06a-4ded-ba8d-46cb1e2418a2","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":164,"box":{"x":255,"y":127,"width":657,"height":12}},{"id":"5f1aa86a-8156-43df-968e-acaaec6c190a","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":164,"box":{"x":59,"y":142,"width":823,"height":13}},{"id":"646b8ec8-2e44-431f-8384-887747ea5c69","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":164,"box":{"x":59,"y":157,"width":797,"height":13}},{"id":"30f1a268-3507-4990-a660-102a090104f1","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":164,"box":{"x":60,"y":172,"width":873,"height":13}},{"id":"10b5adb6-85a8-487e-942e-f937a60f43c1","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":164,"box":{"x":59,"y":188,"width":813,"height":12}},{"id":"9946f762-f758-4738-81bf-181805875521","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":164,"box":{"x":59,"y":203,"width":510,"height":12}},{"id":"ff172f92-da88-4013-8987-e063069ef273","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":164,"box":{"x":60,"y":229,"width":861,"height":12}},{"id":"b5a8e107-f5d9-46e0-9731-ac493c65154d","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":164,"box":{"x":59,"y":244,"width":812,"height":13}},{"id":"26307af6-39b8-41fb-ab73-36aacc648a07","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":164,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"2f7b1ea9-8a61-4b65-9fb3-7e01d8fd0b94","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":164,"box":{"x":59,"y":274,"width":878,"height":13}},{"id":"6bf2d054-6b99-4b28-bcd7-638842c17876","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":164,"box":{"x":59,"y":290,"width":860,"height":12}},{"id":"77b55726-6b9c-4704-a984-7976608b5beb","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":164,"box":{"x":59,"y":305,"width":864,"height":12}},{"id":"ff51c443-b5e6-4c80-a08c-ac80c2da0ff5","block_type":"box","text":"may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. 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The trader will give the bunched order to the broker-dealer that the trader has identified","page_number":164,"box":{"x":59,"y":558,"width":862,"height":12}},{"id":"173cb32e-eac6-4be0-994f-b76734a8b390","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":164,"box":{"x":59,"y":573,"width":831,"height":12}},{"id":"106058a7-f4c8-4eee-a659-03e3a2546b69","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":164,"box":{"x":60,"y":588,"width":854,"height":13}},{"id":"833a73e4-bf2b-41a8-92e3-87d47719a53b","block_type":"box","text":"order.","page_number":164,"box":{"x":59,"y":603,"width":39,"height":10}},{"id":"65e8aaa3-6140-4110-aade-33c8b4fef521","block_type":"box","text":"The table below sets forth the brokerage commissions paid by each Fund for the fiscal years noted. 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15,968,989","page_number":168,"box":{"x":532,"y":361,"width":406,"height":13}},{"id":"60ba179f-0c61-46a3-b9bf-0b668fdb14bf","block_type":"box","text":"Goldman Sachs $ 8,391,375","page_number":168,"box":{"x":531,"y":378,"width":407,"height":11}},{"id":"b43a1287-d742-4af7-b61e-aea10bb32ee6","block_type":"box","text":"iShares Russell Top 200 Value ETF JP Morgan $ 132,679,103","page_number":168,"box":{"x":59,"y":411,"width":879,"height":12}},{"id":"02f9f943-a557-4c7d-9e14-e3d5058cfa9f","block_type":"box","text":"Bank of America Merrill Lynch $ 48,935,689","page_number":168,"box":{"x":532,"y":427,"width":406,"height":12}},{"id":"07d57eea-5aa7-40aa-9fca-1466e204aaca","block_type":"box","text":"Wells Fargo $ 40,936,338","page_number":168,"box":{"x":531,"y":443,"width":407,"height":13}},{"id":"2f7d0afb-1346-4262-8c8b-81641c8cdafa","block_type":"box","text":"Goldman Sachs $ 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Morgan Securities LLC $ 405,352","page_number":168,"box":{"x":59,"y":640,"width":879,"height":12}},{"id":"9c5fae2f-e4d7-434e-baa4-66f4796d4161","block_type":"box","text":"BofA Securities, Inc. $ 165,360","page_number":168,"box":{"x":532,"y":656,"width":406,"height":12}},{"id":"45c8be63-6e0d-4a43-97c6-a584e28e7b92","block_type":"box","text":"Goldman Sachs & Co. LLC $ 129,436","page_number":168,"box":{"x":531,"y":673,"width":407,"height":11}},{"id":"e9ae1518-eb16-4373-9182-c1c6d57968ba","block_type":"box","text":"Citigroup Global Markets Inc. $ 101,389","page_number":168,"box":{"x":531,"y":689,"width":407,"height":12}},{"id":"d5752f2f-c046-480a-8249-69e94149406a","block_type":"box","text":"Morgan Stanley & Co. LLC $ 101,211","page_number":168,"box":{"x":531,"y":705,"width":405,"height":13}},{"id":"dd0740f5-9d50-4c6c-95d0-b3856104d3e1","block_type":"box","text":"iShares S&P 500 Growth ETF JP Morgan $1,134,411,861","page_number":168,"box":{"x":59,"y":738,"width":877,"height":12}},{"id":"a82f6e99-a244-48a7-963c-25d2df8285e3","block_type":"box","text":"Goldman Sachs $ 346,915,965","page_number":168,"box":{"x":531,"y":754,"width":407,"height":12}},{"id":"4f99e57a-73b2-4dd1-9529-96a54f84ed41","block_type":"box","text":"Morgan Stanley $ 254,039,962","page_number":168,"box":{"x":531,"y":771,"width":407,"height":12}},{"id":"8710a306-9c8f-4199-a88a-bb2431444cc5","block_type":"box","text":"iShares S&P 500 Value ETF Bank of America Merrill Lynch $ 558,016,826","page_number":168,"box":{"x":59,"y":804,"width":879,"height":12}},{"id":"1dc38304-3c38-4650-90d5-ea1b4e62868e","block_type":"box","text":"JP Morgan $ 437,811,271","page_number":168,"box":{"x":530,"y":820,"width":406,"height":12}},{"id":"0a1c9762-4cc5-47e3-86dc-80be11c08fb1","block_type":"box","text":"Citigroup Global Markets $ 341,876,940","page_number":168,"box":{"x":531,"y":836,"width":407,"height":13}},{"id":"d63bc51e-c96f-4b68-acaf-16f318c266f6","block_type":"box","text":"Goldman Sachs $ 153,197,791","page_number":168,"box":{"x":531,"y":853,"width":405,"height":11}},{"id":"22b4355b-db23-4d86-9799-63eb62de0dad","block_type":"box","text":"Morgan Stanley $ 133,183,703","page_number":168,"box":{"x":531,"y":869,"width":407,"height":12}},{"id":"94cfce69-984e-43d9-893a-367f395c9120","block_type":"box","text":"156","page_number":168,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"ac58aefd-12b8-46cb-8490-f2d123488f55","block_type":"box","text":"Fund","page_number":169,"box":{"x":60,"y":77,"width":27,"height":8}},{"id":"47e231d4-dfc7-4c53-94a9-96d8b45da23c","block_type":"box","text":"Issuer","page_number":169,"box":{"x":532,"y":78,"width":34,"height":7}},{"id":"abfa9e05-c74a-4b0f-afd4-43d18c9fe2c1","block_type":"box","text":"Market Value of","page_number":169,"box":{"x":847,"y":67,"width":92,"height":8}},{"id":"5e853bae-df72-4355-a1c0-4c1655198b65","block_type":"box","text":"Investment","page_number":169,"box":{"x":861,"y":78,"width":64,"height":7}},{"id":"b6e8370f-fa56-491d-aac8-a3c0691f1236","block_type":"box","text":"iShares Top 20 U.S. Stocks ETF J.P. Morgan Securities LLC $ 20,385,288","page_number":169,"box":{"x":59,"y":116,"width":879,"height":12}},{"id":"d0652bf1-4bfd-4efc-b4b0-b374751a5451","block_type":"box","text":"iShares U.S. Broker-Dealers & Securities Exchanges ETF Jefferies Financial Group Inc. $ 10,841,340","page_number":169,"box":{"x":59,"y":148,"width":879,"height":13}},{"id":"e0980841-38f5-48ef-bc63-aa16dacf6ad8","block_type":"box","text":"Morgan Stanley $ 217,188,295","page_number":169,"box":{"x":531,"y":165,"width":407,"height":12}},{"id":"9bd895f3-cbdd-49fe-8791-b30944401d8b","block_type":"box","text":"The Goldman Sachs Group, Inc. $278,296,870","page_number":169,"box":{"x":531,"y":181,"width":407,"height":13}},{"id":"f0ef4d87-c4fd-4f78-ba7f-732b291af9e7","block_type":"box","text":"Virtu Financial, Inc. $ 5,559,292","page_number":169,"box":{"x":531,"y":198,"width":407,"height":11}},{"id":"f6f70f51-c7f7-4977-a5ce-4211be63ab90","block_type":"box","text":"The Funds’ purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":169,"box":{"x":59,"y":230,"width":855,"height":13}},{"id":"7ed793fd-140a-448e-aff1-a843bec29287","block_type":"box","text":"accounts that BlackRock manages or advises. 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2024.","page_number":170,"box":{"x":108,"y":754,"width":50,"height":9}},{"id":"b2f1603f-d92f-4964-8567-f1b1a749a1d7","block_type":"box","text":"(3)","page_number":170,"box":{"x":84,"y":768,"width":11,"height":6}},{"id":"4fe0651c-aa74-4ba2-99e8-d2d1543aec10","block_type":"box","text":"The portfolio turnover for the iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF and iShares Top 20 U.S. Stocks ETF relates to","page_number":170,"box":{"x":107,"y":769,"width":814,"height":10}},{"id":"48763de0-5ded-4353-b998-d7e751026efc","block_type":"box","text":"the period of October 23, 2024 to March 31, 2025 and is not annualized.","page_number":170,"box":{"x":107,"y":782,"width":403,"height":9}},{"id":"d05db781-0d82-433c-95b2-666c19fd77b0","block_type":"box","text":"(4)","page_number":170,"box":{"x":84,"y":795,"width":11,"height":7}},{"id":"72113781-16b7-4fe3-943c-dfb614b14cfa","block_type":"box","text":"The inception date for the iShares S&P 500 3% Capped ETF was April 15, 2025.","page_number":170,"box":{"x":107,"y":797,"width":442,"height":10}},{"id":"66b1e244-7b0a-46c9-b8c9-fd1b07a42d1e","block_type":"box","text":"(5)","page_number":170,"box":{"x":84,"y":811,"width":11,"height":6}},{"id":"942d860c-0972-4dd1-b8c1-10d02d22f743","block_type":"box","text":"The portfolio turnover for the iShares S&P 500 3% Capped ETF relates to the period of April 15, 2025 to March 31, 2026 and is not annualized.","page_number":170,"box":{"x":107,"y":812,"width":794,"height":10}},{"id":"2a4717e4-6e6f-40fe-9fd4-13ca71ccda16","block_type":"box","text":"(6)","page_number":170,"box":{"x":84,"y":826,"width":11,"height":6}},{"id":"444907db-d5a7-408c-872b-bf7857be1fbf","block_type":"box","text":"The inception date for the iShares S&P 500 ex S&P 100 ETF was July 8, 2025.","page_number":170,"box":{"x":107,"y":827,"width":428,"height":10}},{"id":"4fc0091f-086e-4efd-a60b-a1d8d1c3cb26","block_type":"box","text":"(7)","page_number":170,"box":{"x":84,"y":841,"width":11,"height":6}},{"id":"a37da80f-8260-4fd8-9b32-a3957056524e","block_type":"box","text":"The portfolio turnover for the iShares S&P 500 ex S&P 100 ETF relates to the period of July 8, 2025 to March 31, 2026 and is not annualized.","page_number":170,"box":{"x":107,"y":842,"width":779,"height":10}},{"id":"e30cc341-91cb-4298-bc85-83cd07ca12ed","block_type":"box","text":"(8)","page_number":170,"box":{"x":84,"y":856,"width":11,"height":6}},{"id":"8ab91ce7-ddb9-4131-bf36-1c0f6618d47f","block_type":"box","text":"The inception date for the iShares Texas Equity ETF was June 23, 2025.","page_number":170,"box":{"x":107,"y":857,"width":395,"height":10}},{"id":"4c135a30-deab-44cd-8a8b-ca6e2732d2e9","block_type":"box","text":"(9)","page_number":170,"box":{"x":84,"y":871,"width":11,"height":6}},{"id":"21cabb94-ec8c-4a40-badc-e531aee533a7","block_type":"box","text":"The portfolio turnover for the iShares Texas Equity ETF relates to the period of June 23, 2025 to March 31, 2026 and is not annualized.","page_number":170,"box":{"x":107,"y":872,"width":747,"height":10}},{"id":"1b3bdd76-75ed-430f-bc32-0b05522ef42c","block_type":"box","text":"(10)","page_number":170,"box":{"x":84,"y":886,"width":16,"height":6}},{"id":"7483580b-e42f-417c-95b9-71ce16e226dd","block_type":"box","text":"The inception date for the iShares U.S. Manufacturing ETF was July 17, 2024.","page_number":170,"box":{"x":107,"y":887,"width":427,"height":10}},{"id":"73a15990-ba81-449d-8da1-d094cbafeb38","block_type":"box","text":"158","page_number":170,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"dc091aab-6bcc-4bae-831f-c741bd256d1e","block_type":"box","text":"(11)","page_number":171,"box":{"x":84,"y":66,"width":16,"height":6}},{"id":"73852e94-9237-4c8d-aa25-6d94daa4082c","block_type":"box","text":"The portfolio turnover for the iShares U.S. Manufacturing ETF relates to the period of July 17, 2024 to March 31, 2025 and is not annualized.","page_number":171,"box":{"x":107,"y":67,"width":778,"height":10}},{"id":"44b916bf-da47-46d7-97b5-4ab68ac2a2f5","block_type":"box","text":"Additional Information Concerning the Trust","page_number":171,"box":{"x":59,"y":95,"width":749,"height":29}},{"id":"486b199f-5ac8-48f7-9928-18b915e99c3d","block_type":"box","text":"Shares.","page_number":171,"box":{"x":59,"y":136,"width":52,"height":10}},{"id":"28447306-ba02-43c5-b709-38158254d6f6","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":171,"box":{"x":119,"y":136,"width":790,"height":12}},{"id":"8d2955c4-d2f2-481c-b4cb-9d45ad9cac3d","block_type":"box","text":"iShares funds.","page_number":171,"box":{"x":60,"y":151,"width":96,"height":10}},{"id":"4843cd36-d4eb-45a9-9cce-c2c804075699","block_type":"box","text":"Each share issued by a fund has a","page_number":171,"box":{"x":60,"y":177,"width":233,"height":13}},{"id":"9b4ae52c-b9fc-4be1-9ef0-57a3d1dbbc04","block_type":"box","text":"pro rata","page_number":171,"box":{"x":298,"y":179,"width":55,"height":11}},{"id":"a6f7f50e-4134-4058-81b4-bca78cb73108","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":171,"box":{"x":359,"y":177,"width":506,"height":13}},{"id":"7a030850-ffca-440b-a05a-4e1215d08d83","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":171,"box":{"x":59,"y":193,"width":843,"height":12}},{"id":"f83785ae-1895-4685-94e2-a45e5ba51acf","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":171,"box":{"x":59,"y":208,"width":836,"height":12}},{"id":"1a392ec5-3724-4887-99bb-86647341984a","block_type":"box","text":"liquidation.","page_number":171,"box":{"x":60,"y":223,"width":76,"height":12}},{"id":"5ade6b4a-435a-4426-aeca-17bc33993615","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":171,"box":{"x":60,"y":249,"width":858,"height":13}},{"id":"fbf6a9e6-657d-4079-a61c-e39e3464c89e","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":171,"box":{"x":59,"y":264,"width":821,"height":13}},{"id":"3984ce43-53e5-4c3f-a638-cef05f4e86b9","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":171,"box":{"x":59,"y":280,"width":863,"height":12}},{"id":"2143396e-36a4-43fc-895f-1d8ec4f61067","block_type":"box","text":"one fund.","page_number":171,"box":{"x":59,"y":295,"width":66,"height":9}},{"id":"81699ce1-2261-4c95-bd5c-e8fdce10ea76","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":171,"box":{"x":60,"y":321,"width":861,"height":12}},{"id":"16db6019-4cde-4d01-a80e-aeb0deb6c12d","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":171,"box":{"x":61,"y":336,"width":856,"height":13}},{"id":"989e7e41-6ea3-4947-8444-7ca44e5ab2bd","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":171,"box":{"x":59,"y":351,"width":841,"height":13}},{"id":"d919f37d-56a9-4250-ba21-61a1acb29cb7","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":171,"box":{"x":60,"y":366,"width":562,"height":13}},{"id":"f29819ee-36b2-44ed-9365-333ed56c6591","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":171,"box":{"x":60,"y":393,"width":837,"height":12}},{"id":"d947066f-49d8-4ebf-a72b-23babcdc9b42","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":171,"box":{"x":59,"y":408,"width":874,"height":12}},{"id":"ab8bb7ef-846c-43eb-a631-847e606629a0","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":171,"box":{"x":59,"y":423,"width":862,"height":12}},{"id":"1b2b0675-0987-495c-92ea-f56b7dbcda7d","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":171,"box":{"x":59,"y":450,"width":840,"height":12}},{"id":"da2b9380-adbc-4536-b538-1a92105e7f0f","block_type":"box","text":"Princeton, NJ 08540.","page_number":171,"box":{"x":60,"y":465,"width":141,"height":11}},{"id":"7d84cd45-95e0-4a0f-9456-5e9955827aff","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":171,"box":{"x":59,"y":491,"width":872,"height":13}},{"id":"c73f6e8b-f9a4-491d-a989-fbdfddc049fb","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":171,"box":{"x":59,"y":506,"width":875,"height":13}},{"id":"a51c70a0-0faa-476c-88ab-59a9976fee8d","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":171,"box":{"x":59,"y":521,"width":876,"height":13}},{"id":"b7f5b649-972e-4ad3-b118-a0ec6721f9d5","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":171,"box":{"x":59,"y":537,"width":866,"height":12}},{"id":"5b0f13eb-197d-4590-b5be-fd37c0ced598","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":171,"box":{"x":59,"y":552,"width":865,"height":12}},{"id":"5bad38d8-3d0c-4726-8698-032a93402f61","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":171,"box":{"x":59,"y":567,"width":838,"height":12}},{"id":"a5ca37ca-0930-4865-a7e7-ec36765717c5","block_type":"box","text":"guidance provided by the SEC staff.","page_number":171,"box":{"x":59,"y":582,"width":245,"height":12}},{"id":"9957b6c7-bcd7-4f2a-bb22-e4f99e9473e4","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":171,"box":{"x":60,"y":608,"width":830,"height":13}},{"id":"c034a354-8193-4fec-8049-a6583e9aa36a","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":171,"box":{"x":59,"y":623,"width":843,"height":13}},{"id":"13dfbde9-6c1e-4c53-9bba-99f8ab2f1d93","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":171,"box":{"x":60,"y":639,"width":878,"height":12}},{"id":"d2b39f98-252e-4a9f-845a-d91b349deabe","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":171,"box":{"x":59,"y":654,"width":838,"height":12}},{"id":"5d862c6f-080d-488e-8dac-cc0268f4c39e","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":171,"box":{"x":60,"y":669,"width":799,"height":12}},{"id":"e140875a-8b66-4149-8595-022338ff0b6e","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":171,"box":{"x":59,"y":684,"width":838,"height":12}},{"id":"67be8d7f-b84a-4e7c-a08e-0cd8309c257e","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":171,"box":{"x":60,"y":699,"width":879,"height":12}},{"id":"13629b55-a999-43b2-9f3f-33afc93b5768","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":171,"box":{"x":59,"y":714,"width":862,"height":13}},{"id":"ad7182c8-a312-4913-9723-bab02c52da5e","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":171,"box":{"x":59,"y":729,"width":865,"height":13}},{"id":"206a5f61-b3ef-4004-bfeb-7a3ed37a9c20","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":171,"box":{"x":60,"y":744,"width":878,"height":13}},{"id":"d0cb9d14-eed7-4ccf-8f4d-3aa281b56397","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":171,"box":{"x":59,"y":760,"width":877,"height":12}},{"id":"3380fd8b-10c7-4e73-adbe-f59a253ad903","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":171,"box":{"x":59,"y":775,"width":878,"height":12}},{"id":"49563475-f836-4f85-8e3f-f003b3c8ada4","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":171,"box":{"x":59,"y":790,"width":481,"height":12}},{"id":"87b9bb78-ea67-4988-9348-0db5e9743c44","block_type":"box","text":"DTC as Securities Depository for Shares of the Funds.","page_number":171,"box":{"x":60,"y":816,"width":383,"height":13}},{"id":"122d7deb-79a8-4257-b820-ca7734286f91","block_type":"box","text":"Shares of each Fund are represented by securities registered in the","page_number":171,"box":{"x":452,"y":816,"width":464,"height":13}},{"id":"67c63619-5ffb-470a-92af-dc42c5d2d8ae","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":171,"box":{"x":60,"y":831,"width":486,"height":13}},{"id":"898f27d8-2697-4aa2-9c1f-2d1d5947c852","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":171,"box":{"x":60,"y":858,"width":836,"height":12}},{"id":"5c03bcf2-9925-45be-b22c-d2a9c88ff057","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":171,"box":{"x":60,"y":873,"width":790,"height":12}},{"id":"1936247a-413a-437e-94a5-d8fbc00914b1","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":171,"box":{"x":59,"y":888,"width":873,"height":12}},{"id":"28f4557d-29c3-448f-ad62-7d8603d4320b","block_type":"box","text":"159","page_number":171,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"a78657fb-a323-48e5-9bbb-06db225a161f","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":172,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"fb4956b3-cf7b-40eb-8672-228140dfb805","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":172,"box":{"x":59,"y":82,"width":865,"height":12}},{"id":"45fdf053-2934-4b9b-a8a7-197ebb79afc4","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":172,"box":{"x":59,"y":97,"width":847,"height":12}},{"id":"8abbc104-3962-497a-8d4c-e44bad336890","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":172,"box":{"x":59,"y":112,"width":833,"height":12}},{"id":"41358916-60d3-48c4-af62-990c7739d500","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":172,"box":{"x":60,"y":127,"width":439,"height":12}},{"id":"71a21bd6-b30f-45d7-9fef-652899cd124b","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":172,"box":{"x":60,"y":154,"width":872,"height":12}},{"id":"a0c3e232-d401-4214-90d7-47c409ba363c","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":172,"box":{"x":60,"y":169,"width":840,"height":12}},{"id":"cca4450f-0229-4a4f-8ed0-032d6c13aceb","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":172,"box":{"x":60,"y":184,"width":824,"height":12}},{"id":"117311ea-86c7-46ae-8e13-139e0483342b","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":172,"box":{"x":60,"y":199,"width":822,"height":12}},{"id":"e15d60db-0b42-44ca-ab80-1ec45afe6f05","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":172,"box":{"x":60,"y":214,"width":848,"height":12}},{"id":"38010bfd-e2f0-40f4-965f-a06b126a2c50","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":172,"box":{"x":60,"y":229,"width":876,"height":12}},{"id":"6b1260b1-190b-47ff-96a6-82b389d2ac3b","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":172,"box":{"x":59,"y":244,"width":872,"height":13}},{"id":"e4fbfee4-5e28-4746-b412-364e0cdf089c","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":172,"box":{"x":60,"y":259,"width":426,"height":13}},{"id":"080d7b8c-75ba-4cc6-af25-038184936cb7","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":172,"box":{"x":59,"y":286,"width":874,"height":12}},{"id":"63211435-2e5c-4dc3-bdea-d340e00e1be6","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":172,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"edea476c-53fd-43ec-a3c5-9f33fcfcadad","block_type":"box","text":"to be charged to the Trust a listing of the shares of each Fund held by each DTC Participant. The Trust shall inquire of each","page_number":172,"box":{"x":59,"y":316,"width":856,"height":12}},{"id":"8700ea2c-8485-490e-9e83-9bb3965b22f4","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":172,"box":{"x":59,"y":331,"width":808,"height":13}},{"id":"ed617cb1-567c-4522-b195-b45c71640d9b","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":172,"box":{"x":60,"y":346,"width":877,"height":13}},{"id":"61fdb05d-d79b-4ad5-b6e7-3354662d7dfd","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":172,"box":{"x":60,"y":361,"width":803,"height":13}},{"id":"fe5fd759-9978-48b3-9231-8da6bc5c512e","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":172,"box":{"x":59,"y":377,"width":874,"height":12}},{"id":"d192b509-eb52-41d7-b25d-b025c1e0841b","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":172,"box":{"x":59,"y":392,"width":861,"height":12}},{"id":"b481f6c5-8115-4bae-902f-2f49d7da1706","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":172,"box":{"x":59,"y":407,"width":653,"height":12}},{"id":"ccbf58b0-1d60-4afa-a962-066fb20b4ec9","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":172,"box":{"x":59,"y":433,"width":878,"height":13}},{"id":"fe4ec292-ad4c-4212-860a-098c093e823b","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":172,"box":{"x":60,"y":448,"width":846,"height":13}},{"id":"8e5e371c-86a9-4c14-b9a7-18b7fc59ef87","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of each Fund as shown on the records of DTC or its","page_number":172,"box":{"x":59,"y":463,"width":858,"height":13}},{"id":"cbc8a928-d434-4c88-b4fe-baae68f0bdd3","block_type":"box","text":"nominee. 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DTC may decide to discontinue providing its service with respect to shares of the Trust at any","page_number":172,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"ad957c61-771f-4469-8098-f243b1f1fe19","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":172,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"88d366f6-0a5e-4a7d-bd39-ba3f858f708d","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":172,"box":{"x":60,"y":626,"width":873,"height":12}},{"id":"59251195-5772-435e-8686-5e1fad9fb0af","block_type":"box","text":"cost.","page_number":172,"box":{"x":59,"y":642,"width":32,"height":9}},{"id":"94dd1623-25fc-421e-806e-521fa0f4fc66","block_type":"box","text":"Distribution of Shares.","page_number":172,"box":{"x":60,"y":668,"width":160,"height":9}},{"id":"707f7212-7db6-4387-9eb6-82ec99f21803","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":172,"box":{"x":230,"y":668,"width":665,"height":12}},{"id":"7c2e9cae-a99d-49de-a732-17183ac91f2e","block_type":"box","text":"Creation Units by each Fund to one or more initial investors. 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The actual fee charged to an Authorized Participant in connection with an order will vary over time","page_number":173,"box":{"x":60,"y":286,"width":843,"height":12}},{"id":"aff091c5-a449-4aa9-811f-d79f4da04a19","block_type":"box","text":"depending on the factors discussed below and may be higher than the fee set forth below.","page_number":173,"box":{"x":59,"y":301,"width":631,"height":12}},{"id":"8101d02e-e1fd-4a41-a7f1-39cc6f6480eb","block_type":"box","text":"Fund","page_number":173,"box":{"x":60,"y":371,"width":27,"height":8}},{"id":"be3cc383-6ae3-4ca0-85e1-d213a901ba56","block_type":"box","text":"Shares Per","page_number":173,"box":{"x":440,"y":361,"width":60,"height":8}},{"id":"46f3d59b-9c0e-41bb-ba3f-1adf62fbb0eb","block_type":"box","text":"Creation 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Together, the Deposit Securities and the Cash Component constitute the","page_number":175,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"4ca56833-24da-42a7-a9b5-952466f940fc","block_type":"box","text":"“Fund Deposit,” which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a","page_number":175,"box":{"x":59,"y":138,"width":866,"height":13}},{"id":"04b6cfbc-ffad-4575-b9be-062562be77ba","block_type":"box","text":"collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and","page_number":175,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"736e2066-40c0-4a59-aa25-04b70e46c741","block_type":"box","text":"subsequent investment amount for a Creation Unit of any Fund. Such Fund Deposit is applicable, subject to any adjustments","page_number":175,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"4086a8ae-0400-4aba-b781-6a297e7fbe07","block_type":"box","text":"as described below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund","page_number":175,"box":{"x":59,"y":184,"width":848,"height":12}},{"id":"7ef8820f-fc42-42fd-89d8-fcb4e4f6da8c","block_type":"box","text":"Deposit is made available.","page_number":175,"box":{"x":60,"y":199,"width":179,"height":12}},{"id":"81adee62-7a36-450b-a24b-9e3ebabd5b33","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":175,"box":{"x":59,"y":225,"width":838,"height":13}},{"id":"4b977e40-50e3-4628-9eac-879ee83c5a93","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":175,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"cc9a59f3-414d-4661-90f6-0de0b3efc02e","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":175,"box":{"x":59,"y":256,"width":878,"height":12}},{"id":"e2153eb0-861e-45f9-b78f-af85f339bd2b","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":175,"box":{"x":59,"y":271,"width":872,"height":12}},{"id":"02ff743b-1e19-4832-9ec4-1f7b25c277ec","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":175,"box":{"x":60,"y":286,"width":283,"height":12}},{"id":"8e41cc6e-bfb3-40ed-861b-f9a1062db7bf","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of a Fund’s","page_number":175,"box":{"x":59,"y":312,"width":839,"height":13}},{"id":"5ca6f11e-2319-46b9-a6a7-3477e1b77c7f","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":175,"box":{"x":59,"y":327,"width":860,"height":13}},{"id":"f900ed13-2bbf-42ee-a786-6de70f23f428","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":175,"box":{"x":59,"y":343,"width":875,"height":12}},{"id":"e95975c4-09de-47cf-8da4-8e2ba596ea95","block_type":"box","text":"to the weighting or composition of the component securities constituting the relevant Underlying Index.","page_number":175,"box":{"x":59,"y":358,"width":730,"height":12}},{"id":"615b8d91-c6c1-476b-80d0-0dedc74449db","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":175,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"6fb74302-fef5-40fa-a85f-a57d50dbcd0b","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":175,"box":{"x":59,"y":399,"width":824,"height":13}},{"id":"447c6315-d801-4366-9354-2b5289c88607","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":175,"box":{"x":59,"y":414,"width":870,"height":13}},{"id":"781d73b5-19be-43d0-ac37-a5acd8ba7f35","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":175,"box":{"x":59,"y":429,"width":691,"height":13}},{"id":"2507ad55-88d7-4cc4-98d2-b3712dcddfd0","block_type":"box","text":"Fund Deposits may also be modified to position a fund towards a forward index rebalance to reflect revisions that account for","page_number":175,"box":{"x":60,"y":456,"width":879,"height":12}},{"id":"89b16d9b-76e5-427f-87a3-180024ee8171","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":175,"box":{"x":60,"y":471,"width":294,"height":12}},{"id":"7f3344f0-a426-4fdf-b6e0-d3fd502b4ef3","block_type":"box","text":"The Trust may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any","page_number":175,"box":{"x":59,"y":497,"width":854,"height":13}},{"id":"90255519-a240-45cf-9996-c0ca123195d6","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":175,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"6edb0b16-dc56-4982-8866-a4f54727bbb9","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":175,"box":{"x":60,"y":528,"width":822,"height":12}},{"id":"7e9844c5-0281-4d17-b1b5-1b02794dbdf9","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":175,"box":{"x":60,"y":543,"width":873,"height":12}},{"id":"bc05d0ec-a3b5-4972-a53f-1fc45df0162e","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":175,"box":{"x":59,"y":558,"width":847,"height":12}},{"id":"219d54fa-64e9-4cca-aed0-d5c8b34fecde","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":175,"box":{"x":60,"y":573,"width":858,"height":12}},{"id":"f227cead-6f5f-4707-a5db-d99690f61560","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by a Fund; or (vi) in certain other situations.","page_number":175,"box":{"x":60,"y":588,"width":745,"height":13}},{"id":"3768402c-6c70-492c-8321-103b4302ec9c","block_type":"box","text":"Cash Purchase Method.","page_number":175,"box":{"x":59,"y":615,"width":170,"height":9}},{"id":"a5fa90ec-0f4d-4314-b9ee-d92db6746cb4","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":175,"box":{"x":238,"y":615,"width":683,"height":12}},{"id":"977b4947-03f5-4cdb-b1c5-102ebbebb84a","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for a Fund, they will be effected in","page_number":175,"box":{"x":59,"y":630,"width":830,"height":12}},{"id":"f9483de7-15a4-48ff-a2a7-1971e068e7f6","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":175,"box":{"x":59,"y":645,"width":827,"height":12}},{"id":"4bebe801-7ed5-4011-a543-4c4f04af6f17","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":175,"box":{"x":60,"y":660,"width":856,"height":12}},{"id":"57191f24-764f-4fb0-aad9-cd3ff6002547","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":175,"box":{"x":60,"y":675,"width":638,"height":12}},{"id":"a06e378c-6df3-4740-86e0-9a67443a4ca6","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":175,"box":{"x":60,"y":702,"width":300,"height":9}},{"id":"743ec25e-7a24-47e7-aece-dd84d3caa4aa","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":175,"box":{"x":369,"y":702,"width":567,"height":12}},{"id":"9f96a554-3459-47d5-a1ed-b834a9d32863","block_type":"box","text":"the Funds, an entity must be: (i) a “Participating Party,”","page_number":175,"box":{"x":59,"y":717,"width":384,"height":12}},{"id":"e0e2389e-378b-4f14-927b-fd323be3bb39","block_type":"box","text":"i.e","page_number":175,"box":{"x":448,"y":718,"width":15,"height":8}},{"id":"7f17a05a-557b-42db-9220-788c6ef0670b","block_type":"box","text":"., a broker-dealer or other participant in the clearing process","page_number":175,"box":{"x":465,"y":717,"width":419,"height":12}},{"id":"235715c3-c502-466d-9b84-884585b39aab","block_type":"box","text":"through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered","page_number":175,"box":{"x":59,"y":732,"width":847,"height":12}},{"id":"cb20ff5a-94e2-4def-b04b-9c3e461c4d16","block_type":"box","text":"with the SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations","page_number":175,"box":{"x":59,"y":747,"width":863,"height":12}},{"id":"7ad2c9ba-57b5-47c5-87d6-4d8a9e348a7b","block_type":"box","text":"and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":175,"box":{"x":59,"y":762,"width":851,"height":12}},{"id":"cab6acc7-ff73-47e4-bbb8-0222fb1b2346","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Funds or one of their service providers that","page_number":175,"box":{"x":59,"y":777,"width":867,"height":13}},{"id":"3d55d677-c411-4679-b1a5-d8a0f171160f","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":175,"box":{"x":59,"y":792,"width":843,"height":13}},{"id":"2e00099f-be36-47d2-ba50-8f9793da68a9","block_type":"box","text":"“Authorized Participant.” All shares of the Funds, however created, will be entered on the records of DTC in the name of Cede","page_number":175,"box":{"x":59,"y":807,"width":874,"height":13}},{"id":"c8cced7c-9590-4398-979f-06c99d4d0d9b","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":175,"box":{"x":59,"y":823,"width":295,"height":12}},{"id":"64618272-fd3b-4915-96ff-e73622d7c416","block_type":"box","text":"Role of the Authorized Participant.","page_number":175,"box":{"x":60,"y":849,"width":247,"height":12}},{"id":"b6611b7d-92e2-4d07-9429-baac197eee74","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":175,"box":{"x":316,"y":849,"width":571,"height":12}},{"id":"a8f100b6-f6e5-40ff-8002-ec6dc9961e9d","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Funds or one of their service providers that","page_number":175,"box":{"x":59,"y":864,"width":871,"height":12}},{"id":"9c3b59ae-1a33-4688-ae38-bcc7bdb5ab79","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":175,"box":{"x":59,"y":879,"width":823,"height":13}},{"id":"5ceb90ef-0f8b-4008-81c9-0e360a69a022","block_type":"box","text":"163","page_number":175,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"036c85fe-cc2f-4caf-91dd-06d4faaff431","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":176,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"ba4357cd-4ba3-461c-ad69-60527feaec3a","block_type":"box","text":"behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will","page_number":176,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"510df59a-f1d4-4dc4-adc5-20f76d7c4fc8","block_type":"box","text":"make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the","page_number":176,"box":{"x":60,"y":97,"width":848,"height":12}},{"id":"a0ce1e7b-26db-47cc-a0ff-ffad192b656c","block_type":"box","text":"NAV of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction","page_number":176,"box":{"x":60,"y":112,"width":854,"height":12}},{"id":"6ba682f5-6db8-4725-9122-a90e03577415","block_type":"box","text":"fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an","page_number":176,"box":{"x":59,"y":127,"width":843,"height":12}},{"id":"18cbf4ab-5f27-4056-b34c-6325b201ad15","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":176,"box":{"x":59,"y":142,"width":843,"height":13}},{"id":"78722346-3713-4489-b80d-118fbb5f30f6","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":176,"box":{"x":60,"y":157,"width":878,"height":13}},{"id":"f9ee514a-4481-46d1-a6eb-79274585a772","block_type":"box","text":"should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized","page_number":176,"box":{"x":59,"y":172,"width":800,"height":13}},{"id":"0662b470-9cd3-4d92-a205-c425ad6600aa","block_type":"box","text":"Participant Agreement and that orders to purchase Creation Units may have to be placed by the investor’s broker through an","page_number":176,"box":{"x":60,"y":188,"width":870,"height":12}},{"id":"5f792bbb-d5fa-4661-bbb3-1b04b6312b6e","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":176,"box":{"x":59,"y":203,"width":820,"height":12}},{"id":"bf237b26-0f6f-45b5-8afb-5da2469b4047","block_type":"box","text":"charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a","page_number":176,"box":{"x":59,"y":218,"width":841,"height":12}},{"id":"8cb1df67-51b9-491a-9832-2d028d8f8080","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":176,"box":{"x":59,"y":233,"width":819,"height":12}},{"id":"a68a9002-f0f4-4dd6-8100-aa37f466bc28","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":176,"box":{"x":60,"y":248,"width":862,"height":12}},{"id":"51bb4788-ecfa-4456-93f6-1df56a776578","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":176,"box":{"x":59,"y":263,"width":867,"height":12}},{"id":"683cd971-62f3-480e-ab80-132073287080","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":176,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"65d18800-2c8e-4480-b775-1be0120ec40d","block_type":"box","text":"be appointed as the proxy of the Authorized Participant and may be granted a power of attorney under its Authorized","page_number":176,"box":{"x":60,"y":293,"width":820,"height":13}},{"id":"67909092-6d5e-48a1-bd6c-3e4ef3421c1c","block_type":"box","text":"Participant Agreement.","page_number":176,"box":{"x":60,"y":309,"width":160,"height":12}},{"id":"c1bcec91-9a43-4cfc-8367-2e2197e5e29c","block_type":"box","text":"Purchase Orders.","page_number":176,"box":{"x":60,"y":335,"width":122,"height":10}},{"id":"4300ce5f-ad9a-47ef-83e0-85d209b3a5ff","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":176,"box":{"x":195,"y":335,"width":708,"height":12}},{"id":"7644caca-ddfe-475f-90cf-4a8d4517f61b","block_type":"box","text":"agent an irrevocable order to purchase shares of a Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":176,"box":{"x":59,"y":350,"width":837,"height":12}},{"id":"c72f34f4-7a32-4215-b904-2af643170e48","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":176,"box":{"x":60,"y":365,"width":832,"height":13}},{"id":"bd75812c-4854-4af7-b5c2-197a3a240b57","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":176,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"d956260c-09da-4c77-b102-d7d4a5bd5fa6","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":176,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"071c56c9-9ee3-4214-85ee-a1420a2fd1e8","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":176,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"818e5ac9-b061-478a-991a-ad4b8392853d","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":176,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"8f87de20-8c0f-4c50-82a8-09a4c2b44376","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":176,"box":{"x":60,"y":441,"width":878,"height":12}},{"id":"0cd2e39f-99e6-4c46-b424-8174429f55bd","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":176,"box":{"x":59,"y":456,"width":854,"height":12}},{"id":"b0e31bfe-1737-44dc-8555-9569cafb43a2","block_type":"box","text":"such Business Day.","page_number":176,"box":{"x":59,"y":471,"width":131,"height":12}},{"id":"f356e25e-0d95-4c29-9c42-f301d8dc75ca","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":176,"box":{"x":59,"y":497,"width":861,"height":13}},{"id":"2323c4d7-42e7-45b5-950f-c4dbfe55034c","block_type":"box","text":"the Funds, immediately available or same day funds estimated by the Funds to be sufficient to pay the Cash Component next","page_number":176,"box":{"x":59,"y":513,"width":875,"height":12}},{"id":"e38590ac-de92-44fa-98d7-ede4d8977f68","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":176,"box":{"x":59,"y":528,"width":851,"height":12}},{"id":"56a0aa4a-ff33-46c1-baa9-17c9d82053a4","block_type":"box","text":"orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or","page_number":176,"box":{"x":59,"y":543,"width":862,"height":12}},{"id":"46d9dc41-cf48-4786-af21-7ff251d77d0c","block_type":"box","text":"depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than","page_number":176,"box":{"x":59,"y":558,"width":861,"height":12}},{"id":"14de40dc-caaf-454a-8c19-5eea42004d4d","block_type":"box","text":"the Cutoff Time of the Funds. Investors should be aware that an Authorized Participant may require orders for purchases of","page_number":176,"box":{"x":59,"y":573,"width":862,"height":12}},{"id":"8b8104dc-6cfc-45b6-9a2e-b8ab5ebaa6b6","block_type":"box","text":"shares placed with it to be in the particular form required by the individual Authorized Participant.","page_number":176,"box":{"x":59,"y":588,"width":682,"height":13}},{"id":"46670089-fbcf-4f38-a421-9bd286ecb4c5","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by a Fund, including any applicable cash","page_number":176,"box":{"x":59,"y":615,"width":879,"height":12}},{"id":"e72c00cf-ca79-4359-b4af-543609bbfd86","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":176,"box":{"x":59,"y":630,"width":342,"height":12}},{"id":"599f3fb6-cc60-4624-b714-8cf46b8479e2","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":176,"box":{"x":58,"y":656,"width":305,"height":13}},{"id":"83e7f223-1fa6-465f-858c-37fde9643851","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":176,"box":{"x":372,"y":656,"width":554,"height":13}},{"id":"84ae5d2f-b793-40f3-85ca-01ce68501e09","block_type":"box","text":"of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":176,"box":{"x":59,"y":671,"width":850,"height":13}},{"id":"583675af-afe4-44f5-9177-9f51bf32866e","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Funds to the Distributor or its agent pursuant to","page_number":176,"box":{"x":60,"y":686,"width":877,"height":13}},{"id":"1451cdd3-be4d-40c6-87f0-f05d254932b4","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":176,"box":{"x":59,"y":702,"width":860,"height":12}},{"id":"1ca65491-4c50-439b-b610-d0778764ce45","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders","page_number":176,"box":{"x":59,"y":717,"width":876,"height":12}},{"id":"9f42b049-29d3-45fa-a8b5-4d284086504d","block_type":"box","text":"to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":176,"box":{"x":59,"y":732,"width":849,"height":12}},{"id":"cb9016df-1ae1-479f-a6d1-af75c7b3aa0d","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. Each Fund’s deadline","page_number":176,"box":{"x":59,"y":747,"width":852,"height":12}},{"id":"a794c2de-423c-42d7-af08-8f89d0d9f4b8","block_type":"box","text":"specified above for the submission of purchase orders is referred to as that Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":176,"box":{"x":59,"y":762,"width":876,"height":12}},{"id":"d3dfa922-fcc3-409d-a529-25cd21a0b772","block_type":"box","text":"in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant at any","page_number":176,"box":{"x":60,"y":777,"width":849,"height":13}},{"id":"645eff1c-c8bd-417d-b0d0-d34016294897","block_type":"box","text":"time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of","page_number":176,"box":{"x":59,"y":792,"width":869,"height":13}},{"id":"3a8f92fd-54e3-4308-b3a0-8c2bfb36c13a","block_type":"box","text":"the Distributor’s or its agent’s proprietary website maintained for this purpose. Purchase orders and redemption requests, if","page_number":176,"box":{"x":59,"y":807,"width":866,"height":13}},{"id":"69b112d6-5c23-421a-a9c9-96ee4572d9d0","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with a","page_number":176,"box":{"x":59,"y":823,"width":837,"height":12}},{"id":"45a8199f-cf38-40d2-8ca4-f39262155295","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":176,"box":{"x":60,"y":838,"width":690,"height":12}},{"id":"a8d9f8d5-b919-43e0-bb6c-b828acdad28e","block_type":"box","text":"164","page_number":176,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"b29e64de-1964-4f3d-b402-65b420ce9aed","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":177,"box":{"x":59,"y":67,"width":293,"height":12}},{"id":"aa751bad-5db3-446e-97b3-9462d9d2e932","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":177,"box":{"x":365,"y":67,"width":506,"height":12}},{"id":"b7b10d68-0697-45b4-acdc-be3bc985d113","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":177,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"832f8dfb-c474-4f0b-97d3-93fd7a10b209","block_type":"box","text":"the Funds are in place for payment of the Cash Component and any other cash amounts which may be due, the Funds will","page_number":177,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"0c0d8661-787f-495c-8a94-2c826d5493d6","block_type":"box","text":"accept the order, subject to each Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance,","page_number":177,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"9510c7fd-2b0c-493e-84fb-2321671d4ff3","block_type":"box","text":"as set forth below.","page_number":177,"box":{"x":59,"y":127,"width":127,"height":10}},{"id":"f1ba3d5e-b1ef-49bb-ad12-be05dfde9794","block_type":"box","text":"Once a Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":177,"box":{"x":59,"y":154,"width":816,"height":12}},{"id":"553add37-194c-41be-afaa-295abd97f177","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":177,"box":{"x":60,"y":169,"width":812,"height":12}},{"id":"7f931fc3-f8e4-4674-84b8-7443573ed088","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":177,"box":{"x":59,"y":184,"width":552,"height":12}},{"id":"b53231f1-be57-4de2-9ada-a61301d1d2cd","block_type":"box","text":"Each Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that","page_number":177,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"13627b0e-46e1-4f3b-aa63-d901137ea7ca","block_type":"box","text":"a rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, a","page_number":177,"box":{"x":59,"y":225,"width":860,"height":13}},{"id":"416c145b-c974-40d3-9e70-f274fd237df2","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":177,"box":{"x":60,"y":240,"width":877,"height":13}},{"id":"8260b1f6-915d-4ade-b124-39277d2c7ef4","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":177,"box":{"x":60,"y":256,"width":853,"height":12}},{"id":"fabd2942-68c2-4a8c-a810-af4f7a92f5e3","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":177,"box":{"x":60,"y":271,"width":876,"height":12}},{"id":"cb036b59-6c17-408d-9e34-4c9dbeb65a56","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":177,"box":{"x":60,"y":286,"width":820,"height":12}},{"id":"11acd6dd-6ad8-4b9b-93a9-940146f8e792","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":177,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"996ac98d-dbb7-4171-8ef6-31d3776165ea","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":177,"box":{"x":59,"y":316,"width":852,"height":12}},{"id":"aaee283e-3c5d-4d83-82ad-c58645ee9138","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, the custodian, the sub-custodian and","page_number":177,"box":{"x":60,"y":331,"width":874,"height":13}},{"id":"d438f354-7523-4ca1-93bf-8019b47d6c2b","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":177,"box":{"x":59,"y":346,"width":853,"height":13}},{"id":"f3aed243-c9bd-4da1-aa22-70d4ec04ec7d","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":177,"box":{"x":60,"y":361,"width":622,"height":13}},{"id":"e3c03579-cd5a-4d4b-8872-22f39d163eda","block_type":"box","text":"Issuance of a Creation Unit.","page_number":177,"box":{"x":60,"y":388,"width":197,"height":10}},{"id":"61c462e5-5c27-4367-acab-f2c5d7eb63bd","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the applicable Fund of the","page_number":177,"box":{"x":60,"y":414,"width":832,"height":13}},{"id":"3816e1aa-3eb6-4468-bb96-5e7ab45a7990","block_type":"box","text":"Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed","page_number":177,"box":{"x":60,"y":429,"width":861,"height":13}},{"id":"91518651-d7c2-4abf-ab8c-0a752d4eae2a","block_type":"box","text":"to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the","page_number":177,"box":{"x":59,"y":445,"width":830,"height":12}},{"id":"2432922a-6631-4f0b-b4e4-d29feaefa36b","block_type":"box","text":"account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":177,"box":{"x":59,"y":460,"width":825,"height":12}},{"id":"7bfc1e67-b44e-4dde-a8d2-9c6aa55e68aa","block_type":"box","text":"delivery and the applicable Fund will issue and cause the delivery of the Creation Unit.","page_number":177,"box":{"x":59,"y":475,"width":599,"height":12}},{"id":"711bfe74-9ef0-46fd-8795-908c8926ac31","block_type":"box","text":"For the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF and iShares JPX-Nikkei 400 ETF,","page_number":177,"box":{"x":60,"y":501,"width":836,"height":13}},{"id":"805697aa-c966-420e-b21b-7ff0e782bfb2","block_type":"box","text":"Creation Units are generally issued on a “T+2 basis” (i.e., two Business Days after trade date). For all other Funds in this SAI,","page_number":177,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"93bc0115-ffe9-4222-a5cc-9898d76d868c","block_type":"box","text":"Creation Units are generally issued on a “T+1 basis” (i.e., one Business Day after trade date). However, each Fund reserves the","page_number":177,"box":{"x":59,"y":531,"width":877,"height":13}},{"id":"2e6ea020-359a-4704-8891-c21aeee43005","block_type":"box","text":"right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":177,"box":{"x":60,"y":547,"width":820,"height":12}},{"id":"e013f2d9-1258-4615-83e0-3f6b01e602b5","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":177,"box":{"x":59,"y":562,"width":858,"height":12}},{"id":"d97ff62f-390c-4c11-8191-2c3e6231705a","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":177,"box":{"x":59,"y":577,"width":876,"height":12}},{"id":"1403df01-b5ab-45ed-97f1-ec6882bfaceb","block_type":"box","text":"dates (","page_number":177,"box":{"x":59,"y":592,"width":47,"height":12}},{"id":"d96c44cf-b41b-449e-a6fa-fc8d2665a1b0","block_type":"box","text":"i.e.","page_number":177,"box":{"x":107,"y":593,"width":18,"height":9}},{"id":"0c85384c-efaa-40ba-aa26-e92968446b1a","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":177,"box":{"x":127,"y":592,"width":755,"height":12}},{"id":"873f1e21-a02e-42ac-b87b-833931a1a50e","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":177,"box":{"x":59,"y":618,"width":872,"height":13}},{"id":"4be537c7-47cf-4dcc-9e92-6650e4c06c39","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":177,"box":{"x":59,"y":634,"width":847,"height":12}},{"id":"13981268-c194-47f9-ad17-d61b9cce3f85","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":177,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"d2c76329-7cd8-470a-83b0-30dcc8989a21","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":177,"box":{"x":59,"y":664,"width":879,"height":12}},{"id":"4ac62efd-ac9d-4ad3-9e74-fa7cb7a490e4","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":177,"box":{"x":59,"y":679,"width":873,"height":12}},{"id":"4cfa3af7-7360-470f-b6f2-bbb51164dfa6","block_type":"box","text":"the Funds. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual","page_number":177,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"c654c645-a160-4d53-9c29-e39bd54de1cc","block_type":"box","text":"settlement date. Information concerning the Funds’ current procedures for collateralization of missing Deposit Securities is","page_number":177,"box":{"x":59,"y":709,"width":860,"height":12}},{"id":"0b5770cd-0089-4447-92dc-52b62d635f2e","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Funds to buy the missing","page_number":177,"box":{"x":59,"y":724,"width":852,"height":13}},{"id":"e4ce5dfb-627c-4a32-8b79-53dbea9b9b89","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":177,"box":{"x":60,"y":739,"width":865,"height":13}},{"id":"d42f6627-82be-4f8a-96fc-1a85569b477c","block_type":"box","text":"Funds of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":177,"box":{"x":60,"y":754,"width":874,"height":13}},{"id":"e8b81662-675f-4e3e-88bb-2bee19f35d71","block_type":"box","text":"and other charges.","page_number":177,"box":{"x":59,"y":770,"width":130,"height":12}},{"id":"ebfcc133-24e1-467b-a3bd-cc7ae37b09f9","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":177,"box":{"x":60,"y":796,"width":809,"height":12}},{"id":"f4f62b17-ef63-42df-bea6-392c8c1553bd","block_type":"box","text":"instances, the Funds reserve the right to settle these transactions on a net basis or require a representation from the","page_number":177,"box":{"x":60,"y":811,"width":810,"height":13}},{"id":"c6307c1c-eee0-4971-b465-2369699ea6c2","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":177,"box":{"x":59,"y":826,"width":868,"height":13}},{"id":"21035477-608c-4301-9f01-3b15758b70c9","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":177,"box":{"x":59,"y":841,"width":875,"height":13}},{"id":"7f54a3a8-c36b-4d65-81d6-98815bd9d8d7","block_type":"box","text":"any securities to be delivered shall be determined by each Fund and the Fund’s determination shall be final and binding.","page_number":177,"box":{"x":59,"y":857,"width":838,"height":12}},{"id":"3f6638b0-7f6a-45ff-b944-94a092a10df5","block_type":"box","text":"165","page_number":177,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"d9cbe4dd-d484-4192-86b9-fdc5c95b4e5b","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":178,"box":{"x":59,"y":67,"width":325,"height":9}},{"id":"c854192c-b842-4fbd-abe3-bc23a1835137","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":178,"box":{"x":397,"y":67,"width":504,"height":12}},{"id":"9becadee-b146-4505-82fc-4093e3ebacf9","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds have","page_number":178,"box":{"x":59,"y":82,"width":850,"height":12}},{"id":"154f0323-52d5-4765-be9e-eafdc468550d","block_type":"box","text":"retained BRIL, an affiliate of BFA, to perform certain order processing, Authorized Participant communications, and related","page_number":178,"box":{"x":60,"y":97,"width":853,"height":12}},{"id":"755891d6-415f-494d-97c1-6d629ae89a52","block_type":"box","text":"services in connection with the issuance and redemption of Creation Units of the Funds (“ETF Services”). BRIL will receive","page_number":178,"box":{"x":59,"y":112,"width":851,"height":12}},{"id":"74938331-562b-419f-80fc-5746cc555216","block_type":"box","text":"from an Authorized Participant a standard transaction fee on each creation order, which consists of (1) a fee for providing the","page_number":178,"box":{"x":59,"y":127,"width":878,"height":12}},{"id":"2f62d69f-66b0-4782-8e85-c7c0c236bd4e","block_type":"box","text":"ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and other transaction costs charged by a Fund custodian","page_number":178,"box":{"x":60,"y":142,"width":866,"height":13}},{"id":"a5a8fef8-db67-4c53-b80f-cf635ca6d25d","block_type":"box","text":"in connection with the issuance of Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to","page_number":178,"box":{"x":60,"y":157,"width":856,"height":13}},{"id":"2a3570e9-8d44-4fe2-9a56-fa1f11c3ac50","block_type":"box","text":"retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs","page_number":178,"box":{"x":60,"y":172,"width":870,"height":13}},{"id":"45946695-15f0-4299-b488-66fb61c24bf0","block_type":"box","text":"to the applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":178,"box":{"x":59,"y":188,"width":613,"height":12}},{"id":"b3a444c1-8abc-4b1c-938e-47e2a7d792d8","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":178,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"dfdf42b6-4cb8-412a-a1aa-a085b99df19f","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":178,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"d2a7e4e6-a4c0-41f8-b45a-36aefedb065d","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":178,"box":{"x":60,"y":244,"width":834,"height":13}},{"id":"2d7743cc-0624-44f8-a6e7-ffd2934fd813","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":178,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"316bce25-15a6-42f9-9a14-ac2734da04cc","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":178,"box":{"x":59,"y":274,"width":878,"height":13}},{"id":"ea762c72-8d2c-4a7e-9f11-88d848cb436f","block_type":"box","text":"Unit.","page_number":178,"box":{"x":60,"y":290,"width":31,"height":9}},{"id":"fc9940fc-b36a-4600-a89c-8fe882fa5cca","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a creation transaction","page_number":178,"box":{"x":60,"y":316,"width":869,"height":12}},{"id":"61f93d6f-5ed1-4b4a-a6f3-e89b98c8072d","block_type":"box","text":"consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum amount","page_number":178,"box":{"x":59,"y":331,"width":846,"height":13}},{"id":"c993730e-1d0e-4dc7-a39f-7af963e912a8","block_type":"box","text":"shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":178,"box":{"x":59,"y":346,"width":864,"height":13}},{"id":"9ff5804d-dae3-4b37-b550-9819c779b74a","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of transaction","page_number":178,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"f219f1b9-df74-4b27-acc6-d17c3f9e22d4","block_type":"box","text":"costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread between","page_number":178,"box":{"x":59,"y":377,"width":853,"height":12}},{"id":"faa9a9b8-8dee-4f6b-91e5-2702c58950f1","block_type":"box","text":"the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to trade","page_number":178,"box":{"x":59,"y":392,"width":836,"height":12}},{"id":"c5cba14f-f49c-49e9-8248-1618e32e9af8","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":178,"box":{"x":60,"y":407,"width":866,"height":12}},{"id":"35a76608-9e4e-48f8-a841-c5d7c70ae3c7","block_type":"box","text":"certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge, subject to the","page_number":178,"box":{"x":59,"y":422,"width":835,"height":12}},{"id":"063c990e-021f-42fb-8840-69f1420af017","block_type":"box","text":"maximum amounts shown above.","page_number":178,"box":{"x":60,"y":437,"width":237,"height":10}},{"id":"3ca67094-bfc7-4858-9f11-7b3de4cbd728","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":178,"box":{"x":59,"y":463,"width":816,"height":13}},{"id":"538a031a-fd1d-42e4-a140-82a4b9a3c679","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":178,"box":{"x":59,"y":479,"width":866,"height":12}},{"id":"56494a1b-a6bb-47f0-8514-d6d1b615a70e","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":178,"box":{"x":59,"y":494,"width":637,"height":12}},{"id":"0cb673cd-dc61-4cc2-86e9-ce1e7f048a9e","block_type":"box","text":"Redemption of Creation Units.","page_number":178,"box":{"x":60,"y":520,"width":216,"height":12}},{"id":"226b4acb-f69a-4975-939d-1852e4210e5f","block_type":"box","text":"Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":178,"box":{"x":59,"y":547,"width":836,"height":12}},{"id":"b35962da-7c32-47b7-809f-41d72a3beee9","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Funds will not","page_number":178,"box":{"x":60,"y":562,"width":868,"height":12}},{"id":"82fcfabc-f382-4f0c-802d-1ce0a64dd4d7","block_type":"box","text":"redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity","page_number":178,"box":{"x":60,"y":577,"width":873,"height":12}},{"id":"e8136fba-3f76-4b82-93ac-880567c141c5","block_type":"box","text":"in the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and","page_number":178,"box":{"x":60,"y":592,"width":854,"height":12}},{"id":"4ceeeead-6c8a-4979-8583-70d9ede22313","block_type":"box","text":"other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed","page_number":178,"box":{"x":59,"y":607,"width":879,"height":12}},{"id":"f74e47aa-2491-4a9e-b4fd-ddcd7dc7f37a","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":178,"box":{"x":60,"y":622,"width":649,"height":13}},{"id":"16741fa5-a8fb-4ce1-b4cb-6d3e619caa2f","block_type":"box","text":"Each Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":178,"box":{"x":60,"y":649,"width":685,"height":12}},{"id":"a571e7ee-eba0-4da9-bf10-a777b59fba28","block_type":"box","text":"Cash Redemption Method","page_number":178,"box":{"x":751,"y":649,"width":182,"height":12}},{"id":"f4d7dd88-20b1-4979-bff7-10013dee552b","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":178,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"601a0395-c07b-4912-88a4-01285b003b35","block_type":"box","text":"Units of the Funds.","page_number":178,"box":{"x":60,"y":679,"width":130,"height":10}},{"id":"457e8345-3a9a-471d-ba78-2b6b7c831472","block_type":"box","text":"Each Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":178,"box":{"x":60,"y":705,"width":853,"height":13}},{"id":"3c039e67-1857-4db6-a36d-50447c4eae4b","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":178,"box":{"x":59,"y":720,"width":849,"height":13}},{"id":"2889458b-8149-45c3-bba1-3e2c872fa00a","block_type":"box","text":"Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as described below) in order to effect","page_number":178,"box":{"x":59,"y":736,"width":840,"height":12}},{"id":"0839eb95-f0a8-41c4-b27d-b63690d4e21e","block_type":"box","text":"redemptions of Creation Units of a Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":178,"box":{"x":60,"y":751,"width":863,"height":12}},{"id":"4f69f976-16df-4f5f-9aef-2802ccf04bf7","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":178,"box":{"x":60,"y":766,"width":833,"height":12}},{"id":"9191c49f-4359-4ae4-b516-8ad8f27bf581","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":178,"box":{"x":59,"y":781,"width":854,"height":12}},{"id":"f2318f2b-7d57-40c3-a2a0-09bff4c8e8d9","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":178,"box":{"x":60,"y":796,"width":842,"height":12}},{"id":"986eefee-bc7d-4896-93a8-9a486ed8d4ab","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":178,"box":{"x":59,"y":811,"width":738,"height":13}},{"id":"4e23c86e-08bc-484d-bf57-fe0ac715a9eb","block_type":"box","text":"Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist","page_number":178,"box":{"x":60,"y":838,"width":865,"height":12}},{"id":"5ebb0cd2-50ac-49f5-a00d-763a807f1a62","block_type":"box","text":"of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares being","page_number":178,"box":{"x":59,"y":853,"width":862,"height":12}},{"id":"86926f0c-cabc-4247-8681-8ec076e7f5bc","block_type":"box","text":"redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less","page_number":178,"box":{"x":60,"y":868,"width":873,"height":12}},{"id":"7994cb1c-9338-4fe5-a219-be5bcd207f28","block_type":"box","text":"a redemption transaction fee (as described below).","page_number":178,"box":{"x":59,"y":883,"width":356,"height":12}},{"id":"3aea9174-5a1f-4393-9e8d-96768d7275f2","block_type":"box","text":"166","page_number":178,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"2546d006-121e-49e0-a135-c3ffa94731aa","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":179,"box":{"x":59,"y":67,"width":873,"height":12}},{"id":"c7525835-a82f-40b5-a7d6-24da6f560f6e","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":179,"box":{"x":60,"y":82,"width":825,"height":12}},{"id":"c078378f-0346-458d-baed-1e83f0fe3dfc","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":179,"box":{"x":59,"y":97,"width":822,"height":12}},{"id":"fffbd2ce-142c-4715-9494-3bd255c0155c","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":179,"box":{"x":60,"y":112,"width":863,"height":12}},{"id":"1c3e6d03-31ed-41e8-8a43-42fa2ed728dd","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":179,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"3987500f-1cb6-48f0-a536-2152e50e7682","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":179,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"2a9e233f-94ab-44b7-8234-28e00700c48f","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":179,"box":{"x":60,"y":157,"width":867,"height":13}},{"id":"e548c078-1fe2-4ce1-80d9-ebc6ef92a99a","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":179,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"662bbbdc-828c-413b-89a8-053f8c3363d8","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":179,"box":{"x":59,"y":188,"width":815,"height":12}},{"id":"fc514981-0a66-4a30-b917-209d99ace919","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. Each Fund generally","page_number":179,"box":{"x":59,"y":203,"width":874,"height":12}},{"id":"5b91a1d6-2d6e-4909-bb01-ca3044a97a42","block_type":"box","text":"redeems Creation Units for Fund Securities, but each Fund reserves the right to utilize a cash option for redemption of","page_number":179,"box":{"x":60,"y":218,"width":824,"height":12}},{"id":"8898998d-6ddc-47b5-aa16-558046680da4","block_type":"box","text":"Creation Units. Each Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities","page_number":179,"box":{"x":59,"y":233,"width":863,"height":12}},{"id":"97ae7cb1-d94e-487b-9976-24a9cc18c5bb","block_type":"box","text":"that differs from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also","page_number":179,"box":{"x":59,"y":248,"width":859,"height":12}},{"id":"44facda9-129d-4c98-a19b-4122850ef77a","block_type":"box","text":"be modified to minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption","page_number":179,"box":{"x":60,"y":263,"width":851,"height":12}},{"id":"f19fe898-d75c-4f63-a27e-350b3914969e","block_type":"box","text":"Basket through systematically rounding. The rounding methodology allows position sizes of securities in the Fund Securities","page_number":179,"box":{"x":60,"y":278,"width":869,"height":13}},{"id":"76990ae3-6dee-4808-898d-e34eecc164af","block_type":"box","text":"to be “rounded up,” while limiting the maximum allowed percentage change in weight and share quantity of any given","page_number":179,"box":{"x":59,"y":293,"width":830,"height":13}},{"id":"0ff416a7-81b0-4e65-aa50-0b8c7ecf0f4c","block_type":"box","text":"security in the Redemption Basket. Redemption Baskets may also be modified to position a fund towards a forward index","page_number":179,"box":{"x":59,"y":308,"width":847,"height":13}},{"id":"275fee85-b772-4cea-8517-131aac3ffdb5","block_type":"box","text":"rebalance to reflect revisions that account for index additions, deletions, and re-weights.","page_number":179,"box":{"x":60,"y":324,"width":616,"height":12}},{"id":"8bd0bb9e-2c36-408f-adc5-366d5ceb607b","block_type":"box","text":"Cash Redemption Method.","page_number":179,"box":{"x":59,"y":350,"width":191,"height":12}},{"id":"1394a185-ad9f-44ef-b765-ba7fdaa22e55","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":179,"box":{"x":263,"y":350,"width":661,"height":12}},{"id":"958c9394-62ea-4c36-a97f-9f3985511587","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for a Fund, they will be effected","page_number":179,"box":{"x":59,"y":365,"width":869,"height":13}},{"id":"92a6a5ac-035d-4384-9f8a-d82c3ddb0964","block_type":"box","text":"in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized","page_number":179,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"cbe77b33-0a02-4068-86aa-c328d796eb62","block_type":"box","text":"Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus","page_number":179,"box":{"x":60,"y":395,"width":878,"height":13}},{"id":"a186e6ee-caf4-4254-bd0c-00438baed985","block_type":"box","text":"the same Cash Amount to be paid to an in-kind redeemer.","page_number":179,"box":{"x":59,"y":411,"width":406,"height":12}},{"id":"710e6837-b6e9-4195-86ed-3c2ba8bf443b","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":179,"box":{"x":59,"y":437,"width":352,"height":12}},{"id":"b1d8c7e1-9fdd-4384-a1c1-ee6cac65dca8","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the","page_number":179,"box":{"x":59,"y":463,"width":866,"height":13}},{"id":"d7c8dd76-fb23-4424-b3ee-c4b399b285d1","block_type":"box","text":"relevant Fund. As described above, under an ETF Services Agreement, the Funds have retained BRIL, an affiliate of BFA, to","page_number":179,"box":{"x":60,"y":479,"width":847,"height":12}},{"id":"3b1eb731-6f76-491b-9cc6-05e9d1d13f75","block_type":"box","text":"perform certain ETF Services. BRIL will receive from an Authorized Participant a standard transaction fee on each redemption","page_number":179,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"0f5feebf-c0b8-48f4-9914-da60207541af","block_type":"box","text":"order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is entitled to retain the ETF","page_number":179,"box":{"x":59,"y":509,"width":823,"height":12}},{"id":"c00a3395-eb08-4935-b6e2-4f2d925d068b","block_type":"box","text":"Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the","page_number":179,"box":{"x":59,"y":524,"width":815,"height":12}},{"id":"3a0e2300-818e-450d-87d1-1250314115d6","block_type":"box","text":"applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":179,"box":{"x":59,"y":539,"width":567,"height":12}},{"id":"d564dca6-b6c3-489d-a949-5e728b2dbb78","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":179,"box":{"x":59,"y":566,"width":858,"height":12}},{"id":"c6fd7ba9-c2f6-45fe-9a44-39d1feb2b295","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":179,"box":{"x":59,"y":581,"width":879,"height":12}},{"id":"2a9608e9-5398-497b-bdd8-78e262242232","block_type":"box","text":"instruments included in a Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":179,"box":{"x":60,"y":596,"width":860,"height":12}},{"id":"e17627c7-6c78-4c30-93ca-4b501e9ca991","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":179,"box":{"x":59,"y":611,"width":873,"height":12}},{"id":"d72c62c3-90a8-449a-9bb7-b55311a87127","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":179,"box":{"x":59,"y":626,"width":866,"height":12}},{"id":"806a6a09-b0df-42f8-8e76-11cc6d2531a2","block_type":"box","text":"Creation Unit.","page_number":179,"box":{"x":59,"y":642,"width":95,"height":9}},{"id":"fe5a76a7-4691-4f69-98d6-e216eca15e47","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":179,"box":{"x":60,"y":668,"width":810,"height":12}},{"id":"417af98c-e548-4376-b6f9-d194e4e62e68","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":179,"box":{"x":59,"y":683,"width":869,"height":12}},{"id":"4125e1a5-11af-4d13-a5c2-a5cb22c446ad","block_type":"box","text":"amount shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":179,"box":{"x":59,"y":698,"width":831,"height":12}},{"id":"11eae13d-6c7b-446a-a420-6caa1cf99424","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":179,"box":{"x":59,"y":713,"width":854,"height":12}},{"id":"400f3022-920d-446c-86dc-326ccd78d48b","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":179,"box":{"x":59,"y":728,"width":873,"height":12}},{"id":"b936792e-c6a2-4a63-b777-eb7e475ceff9","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":179,"box":{"x":60,"y":743,"width":859,"height":12}},{"id":"ef7be620-6ef9-42f6-8e36-bbefc48fe0d4","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":179,"box":{"x":59,"y":758,"width":817,"height":13}},{"id":"8878bee4-c29c-4d07-b317-43eec6735221","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":179,"box":{"x":59,"y":773,"width":825,"height":13}},{"id":"ab4c7f25-8217-4664-972d-4459ff3a445c","block_type":"box","text":"subject to the maximum amounts shown above.","page_number":179,"box":{"x":59,"y":788,"width":339,"height":13}},{"id":"eb9a0a92-7d27-4e35-a565-e345b81abacb","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order.","page_number":179,"box":{"x":59,"y":815,"width":878,"height":12}},{"id":"f8259239-cac1-4dec-a70c-ecbbf840a0e7","block_type":"box","text":"Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who use the","page_number":179,"box":{"x":59,"y":830,"width":864,"height":12}},{"id":"887b668a-f221-46f1-b508-53660b66de8f","block_type":"box","text":"services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":179,"box":{"x":59,"y":845,"width":816,"height":13}},{"id":"f6b76e9f-7da0-41ea-8912-e7d6665c7ec2","block_type":"box","text":"167","page_number":179,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"486aa49f-1598-41a4-b298-0472b5505f8a","block_type":"box","text":"Placement of Redemption Orders.","page_number":180,"box":{"x":60,"y":67,"width":243,"height":12}},{"id":"bdc428ab-9200-4c96-ab67-b1605ddc2bdb","block_type":"box","text":"Redemption requests for Creation Units of the Funds must be submitted to the","page_number":180,"box":{"x":312,"y":67,"width":551,"height":12}},{"id":"35647fb7-1f5d-43e5-847a-65b2e19a72fe","block_type":"box","text":"Distributor or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable","page_number":180,"box":{"x":60,"y":82,"width":824,"height":12}},{"id":"797e3186-cb98-4e62-9c5c-aecc60b6a6f0","block_type":"box","text":"request to redeem shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that","page_number":180,"box":{"x":60,"y":97,"width":840,"height":12}},{"id":"05328117-4235-4112-b7b3-4f1df0a98247","block_type":"box","text":"day’s NAV. On days when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation","page_number":180,"box":{"x":59,"y":112,"width":843,"height":12}},{"id":"a5b02525-ae43-4e9e-ab84-e17257bf6d8f","block_type":"box","text":"Units to be placed earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for","page_number":180,"box":{"x":60,"y":127,"width":875,"height":12}},{"id":"9707d0eb-d253-4082-a6b7-3d21751340af","block_type":"box","text":"a redemption request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current","page_number":180,"box":{"x":59,"y":142,"width":869,"height":13}},{"id":"3967c955-44df-4755-a1f5-40b1b8daeb7f","block_type":"box","text":"Authorized Participants upon request.","page_number":180,"box":{"x":59,"y":157,"width":264,"height":13}},{"id":"634cdc87-794a-4671-9231-a23eb2948670","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Funds to the Distributor or","page_number":180,"box":{"x":59,"y":184,"width":866,"height":12}},{"id":"b40a1907-6933-403c-805a-10f0a11a9588","block_type":"box","text":"its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that","page_number":180,"box":{"x":60,"y":199,"width":853,"height":12}},{"id":"959fbcd7-0550-4c89-b337-ef370e90f0f2","block_type":"box","text":"their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":180,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"b445b8ca-fede-4127-ab97-3ef26b18aa4a","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":180,"box":{"x":59,"y":229,"width":824,"height":12}},{"id":"19fa07d1-cd72-4ddc-9978-6418a4b0f1c6","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":180,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"bdcf569c-c417-4502-9cf2-29ea26b0f725","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":180,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"ebfa74f5-e505-4054-8067-95ab0e55273f","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":180,"box":{"x":60,"y":274,"width":856,"height":13}},{"id":"81311dfe-7471-4383-a023-2cbf42640fff","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Funds’ transfer agent; such","page_number":180,"box":{"x":59,"y":290,"width":858,"height":12}},{"id":"832381de-42ff-4ba0-b196-a2f41b19ccf8","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":180,"box":{"x":60,"y":305,"width":842,"height":12}},{"id":"ff1d39e1-0134-4840-a35e-97d0c3c535fb","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":180,"box":{"x":59,"y":320,"width":585,"height":12}},{"id":"f9dda719-a131-4a88-844a-f6f162848b27","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":180,"box":{"x":59,"y":346,"width":850,"height":13}},{"id":"de8a31d7-5639-4450-8a74-d41f10de002d","block_type":"box","text":"transferred to the Funds’ transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":180,"box":{"x":59,"y":361,"width":829,"height":13}},{"id":"8c6aff5e-18ac-4522-bb87-d0f83c0763aa","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":180,"box":{"x":59,"y":377,"width":834,"height":12}},{"id":"38b8bbd5-568b-4938-94d1-f4586783177a","block_type":"box","text":"request in form satisfactory to the applicable Fund is received by the Distributor or its agent from the Authorized Participant","page_number":180,"box":{"x":60,"y":392,"width":866,"height":12}},{"id":"41bb52f8-5be3-4525-a544-0e6a477c89e5","block_type":"box","text":"on behalf of itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set","page_number":180,"box":{"x":59,"y":407,"width":849,"height":12}},{"id":"a342353f-c66c-49a0-b9d6-f6831adc3f03","block_type":"box","text":"forth in the Authorized Participant Agreement are properly followed.","page_number":180,"box":{"x":59,"y":422,"width":476,"height":12}},{"id":"7cba854c-dafb-4f3a-b525-0ea727beb302","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the applicable Fund and the Fund’s transfer","page_number":180,"box":{"x":60,"y":448,"width":843,"height":13}},{"id":"c2c40dde-cc7a-43f7-a371-9359ca5bcf10","block_type":"box","text":"agent of such redemption request. The tender of an investor’s shares for redemption and the distribution of the securities","page_number":180,"box":{"x":59,"y":463,"width":850,"height":13}},{"id":"3a9862fc-e5a9-4642-8e10-c42b25d62a1c","block_type":"box","text":"and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and","page_number":180,"box":{"x":59,"y":479,"width":877,"height":12}},{"id":"cc4b67a1-e020-44c0-a22e-30059ef8c9ff","block_type":"box","text":"the relevant Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC","page_number":180,"box":{"x":59,"y":494,"width":869,"height":12}},{"id":"1405e987-c5be-424f-8099-eae535987560","block_type":"box","text":"Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized","page_number":180,"box":{"x":60,"y":509,"width":831,"height":12}},{"id":"6b39776b-634e-47cc-be51-c200ae5c0d5f","block_type":"box","text":"Participant submitting the redemption request.","page_number":180,"box":{"x":60,"y":524,"width":327,"height":12}},{"id":"8285b5f3-ffd7-4ce8-af9e-28960fb317bb","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":180,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"d160018f-9a5f-4fc8-bf75-b2c190d06fd0","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":180,"box":{"x":59,"y":566,"width":837,"height":12}},{"id":"6b7c745b-26c6-4697-99c3-0f5caddf3180","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":180,"box":{"x":59,"y":581,"width":836,"height":12}},{"id":"98bc6796-6956-403e-972d-98313b1b7a23","block_type":"box","text":"For the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF and iShares JPX-Nikkei 400 ETF,","page_number":180,"box":{"x":60,"y":607,"width":836,"height":12}},{"id":"617983d1-6f5e-4c26-9702-d5074475e04d","block_type":"box","text":"deliveries of redemption proceeds are generally made within two Business Days (i.e., “T+2”). For all other Funds in this SAI,","page_number":180,"box":{"x":59,"y":622,"width":858,"height":13}},{"id":"588078f8-3a68-469f-9f88-03154370e5c4","block_type":"box","text":"deliveries of redemption proceeds are generally made within one Business Day (i.e., “T+1”). However, each Fund reserves the","page_number":180,"box":{"x":59,"y":637,"width":872,"height":13}},{"id":"6ab1ffb3-af4b-4b93-9618-9c6eb012d0ad","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":180,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"c1af757d-c47c-44d1-aef1-5a9a981b1657","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":180,"box":{"x":59,"y":668,"width":858,"height":12}},{"id":"a3da165b-998e-438d-8b59-eee1a5cd2cc6","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":180,"box":{"x":59,"y":683,"width":854,"height":12}},{"id":"e919ff6b-a75b-45a0-9dd4-5bfbc74cd2f1","block_type":"box","text":"ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security","page_number":180,"box":{"x":59,"y":698,"width":842,"height":12}},{"id":"b259efcd-15f6-4780-828f-f8e157a009d3","block_type":"box","text":"sold).","page_number":180,"box":{"x":59,"y":713,"width":38,"height":12}},{"id":"0e25f9c0-0cc6-46c1-88ed-bccf329cb471","block_type":"box","text":"If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial","page_number":180,"box":{"x":60,"y":739,"width":830,"height":13}},{"id":"c85c4e85-6c6e-4e9a-82cb-05fb3ef94a0d","block_type":"box","text":"Owner has appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not","page_number":180,"box":{"x":59,"y":754,"width":858,"height":13}},{"id":"62d82213-c93b-44c0-931f-b747f44882a8","block_type":"box","text":"possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a","page_number":180,"box":{"x":59,"y":770,"width":866,"height":12}},{"id":"9a35b9a9-ab62-4cf2-8bf8-f7d0ed649727","block_type":"box","text":"Fund may in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be","page_number":180,"box":{"x":60,"y":785,"width":839,"height":12}},{"id":"a455655d-8996-429b-b62a-d49608827bfa","block_type":"box","text":"required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net","page_number":180,"box":{"x":60,"y":800,"width":853,"height":12}},{"id":"9f09736a-8f13-4322-892c-83b74159168e","block_type":"box","text":"asset value of its shares based on the NAV of the relevant Fund next determined after the redemption request is received in","page_number":180,"box":{"x":59,"y":815,"width":859,"height":12}},{"id":"fc83af42-3f17-4995-8661-c417f3f2e550","block_type":"box","text":"proper form (minus a redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and","page_number":180,"box":{"x":59,"y":830,"width":866,"height":12}},{"id":"9410d218-3b0f-4b9d-9208-f09991479599","block_type":"box","text":"other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be","page_number":180,"box":{"x":59,"y":845,"width":872,"height":13}},{"id":"df30dcda-fe9a-4dbf-acc4-054349a14ed9","block_type":"box","text":"subject to compliance with applicable U.S. federal and state securities laws and each Fund (whether or not it otherwise","page_number":180,"box":{"x":59,"y":860,"width":833,"height":13}},{"id":"52dca88d-a73f-44dc-8b00-19bee3058112","block_type":"box","text":"168","page_number":180,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"7b6b360d-d753-4b4b-bbe2-415dffab8573","block_type":"box","text":"permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully","page_number":181,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"946b65a0-0a4c-461c-aa4f-3de07071d643","block_type":"box","text":"deliver specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such","page_number":181,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"bab9944b-93b9-4660-8bb2-e6e4313f83b7","block_type":"box","text":"laws.","page_number":181,"box":{"x":60,"y":97,"width":33,"height":10}},{"id":"40e9a0e3-02fe-4a70-bdd4-e61467d6f5f2","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units, in the event that cash redemptions are","page_number":181,"box":{"x":59,"y":123,"width":849,"height":13}},{"id":"ee810162-be26-4c8d-b5c1-180c2be1ada7","block_type":"box","text":"permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as","page_number":181,"box":{"x":59,"y":138,"width":805,"height":13}},{"id":"918cc784-4b1b-42ff-b47c-c71ffce9f396","block_type":"box","text":"practicable after the date of redemption (within seven calendar days thereafter). If a Fund includes a foreign investment in its","page_number":181,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"b41fc5bf-3c1d-4308-ae23-77a92fe11f1f","block_type":"box","text":"basket, and if a local market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign","page_number":181,"box":{"x":60,"y":169,"width":869,"height":12}},{"id":"0c09403c-dc73-463e-aaf3-7e37cc5cebc8","block_type":"box","text":"investments to redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a","page_number":181,"box":{"x":60,"y":184,"width":815,"height":12}},{"id":"b2d725f3-8ea1-4fe3-bca9-a8c98a1607da","block_type":"box","text":"redemption request, a Fund may delay delivery of the foreign investment more than seven days if a Fund delivers the foreign","page_number":181,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"c3ffda6e-0e6d-4160-82f5-83ec48c6a749","block_type":"box","text":"investment as soon as practicable, but in no event later than 15 days.","page_number":181,"box":{"x":60,"y":214,"width":481,"height":12}},{"id":"4864a39d-e7e9-4548-b15d-deebfdc16e33","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":181,"box":{"x":59,"y":240,"width":824,"height":13}},{"id":"821985cd-53e7-45cb-9e2a-5e98e2304157","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":181,"box":{"x":59,"y":256,"width":871,"height":12}},{"id":"92e3c85f-69a2-4a60-a641-6eab0e3dffa4","block_type":"box","text":"Unit to be redeemed to a Fund, at or prior to the time specified by a Fund or its custodian on the Business Day after the date","page_number":181,"box":{"x":60,"y":271,"width":867,"height":12}},{"id":"3c1dbd97-a485-4a66-a632-336d69fe5a53","block_type":"box","text":"of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on the","page_number":181,"box":{"x":59,"y":286,"width":863,"height":12}},{"id":"dc1d2b6d-c5a1-4d24-98e0-ed1dc2acced6","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":181,"box":{"x":60,"y":301,"width":825,"height":12}},{"id":"6de774b3-f8db-4f9f-beb1-a52a263e69fc","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":181,"box":{"x":59,"y":316,"width":851,"height":12}},{"id":"1e887531-1266-405e-a914-985faed00c35","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the Business Day","page_number":181,"box":{"x":60,"y":331,"width":875,"height":13}},{"id":"122b0c0d-2775-4f98-a3e2-a0371edb19c0","block_type":"box","text":"after the date of submission of such redemption request and shall be held by the custodian and marked-to-market daily. The","page_number":181,"box":{"x":59,"y":346,"width":873,"height":13}},{"id":"f99365ac-fb64-4d48-a7b7-dc1b65fec750","block_type":"box","text":"fees of the custodian and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be","page_number":181,"box":{"x":59,"y":361,"width":865,"height":13}},{"id":"81023d01-0fef-4a58-bbe5-e27af93f32d4","block_type":"box","text":"payable by the Authorized Participant. The Authorized Participant Agreement permits the Funds to acquire shares of the","page_number":181,"box":{"x":59,"y":377,"width":840,"height":12}},{"id":"391d66a1-00d0-450a-bc5a-512218eb9c89","block_type":"box","text":"Funds at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to","page_number":181,"box":{"x":60,"y":392,"width":854,"height":12}},{"id":"fcfa1947-802c-4c36-b10c-b10d9e1c3889","block_type":"box","text":"the Funds of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability","page_number":181,"box":{"x":59,"y":407,"width":877,"height":12}},{"id":"10330a95-f396-49f6-9e36-4f86525380e6","block_type":"box","text":"for related brokerage and other charges.","page_number":181,"box":{"x":59,"y":422,"width":281,"height":12}},{"id":"7a74fed1-4dae-4553-805d-5aa9c72e52d4","block_type":"box","text":"Because the portfolio securities of a Fund may trade on exchange(s) on days that the Listing Exchange is closed or are","page_number":181,"box":{"x":60,"y":448,"width":826,"height":13}},{"id":"4cfa7ead-e334-43a7-996f-e8ef1e4fcd85","block_type":"box","text":"otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of such Fund or purchase","page_number":181,"box":{"x":59,"y":463,"width":861,"height":13}},{"id":"0df588c0-94da-414d-aa2e-f4420a542fcd","block_type":"box","text":"or sell shares of such Fund on the Listing Exchange on days when the NAV of such a Fund could be significantly affected by","page_number":181,"box":{"x":59,"y":479,"width":864,"height":12}},{"id":"5f2d09b2-841d-4b6f-b3ec-5f2b3fb229e2","block_type":"box","text":"events in the relevant non-U.S. markets.","page_number":181,"box":{"x":59,"y":494,"width":278,"height":9}},{"id":"6178fe8e-3270-407b-8ffb-ffa3d9ba1e08","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to any Fund: (i) for any period","page_number":181,"box":{"x":59,"y":520,"width":851,"height":12}},{"id":"f142818d-3d7f-49b4-92b7-a7468f00d09c","block_type":"box","text":"during which the applicable Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any","page_number":181,"box":{"x":59,"y":535,"width":845,"height":13}},{"id":"83f8fc7b-d453-4c22-b2b2-d2429ef361bf","block_type":"box","text":"period during which trading on the applicable Listing Exchange is suspended or restricted; (iii) for any period during which an","page_number":181,"box":{"x":59,"y":550,"width":879,"height":13}},{"id":"4a3f52b9-72df-49ca-9a13-39fa0fe31953","block_type":"box","text":"emergency exists as a result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is","page_number":181,"box":{"x":59,"y":566,"width":859,"height":12}},{"id":"732006ca-73a2-4111-b0d2-9c671aca4864","block_type":"box","text":"not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":181,"box":{"x":60,"y":581,"width":619,"height":12}},{"id":"fcc3df0f-d18e-44d8-a4fa-f5d52a3b7ce8","block_type":"box","text":"Custom Baskets.","page_number":181,"box":{"x":59,"y":607,"width":118,"height":10}},{"id":"e5bc0a2a-58a5-414b-a3dc-518d8581e289","block_type":"box","text":"Creation and Redemption baskets may differ and each Fund may accept “custom baskets.” A custom","page_number":181,"box":{"x":187,"y":607,"width":705,"height":12}},{"id":"ee5369ad-ed89-4414-a318-6b734668a4d1","block_type":"box","text":"basket may include any of the following: (i) a basket that is composed of a non-representative selection of a Fund’s portfolio","page_number":181,"box":{"x":60,"y":622,"width":868,"height":13}},{"id":"dd4227f9-b914-4a17-bdbf-1ae8409c1343","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":181,"box":{"x":60,"y":637,"width":872,"height":13}},{"id":"d7d28f87-62e0-4667-bebb-d93cbfd4c9d4","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. Each Fund has adopted policies and","page_number":181,"box":{"x":60,"y":652,"width":877,"height":13}},{"id":"727f639c-9981-4612-bf62-19a1298f0b01","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":181,"box":{"x":59,"y":668,"width":866,"height":12}},{"id":"d49023af-5457-493c-9292-8d377ac9c993","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":181,"box":{"x":59,"y":683,"width":824,"height":12}},{"id":"79334616-8b36-4443-8df9-d774bcca72ef","block_type":"box","text":"baskets that are in the best interests of a Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":181,"box":{"x":60,"y":698,"width":859,"height":12}},{"id":"2cd80e93-7a84-4b59-bb6a-2d137f6488c6","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":181,"box":{"x":59,"y":713,"width":872,"height":12}},{"id":"3965412a-82c5-40d7-93f3-1eedcc11cc88","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":181,"box":{"x":59,"y":728,"width":855,"height":12}},{"id":"c3eddb07-b6e8-4357-8a55-d005ec3b64a4","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":181,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"e39ff17c-923e-4136-92df-ff4976599e00","block_type":"box","text":"be used for each Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":181,"box":{"x":60,"y":758,"width":855,"height":13}},{"id":"1a2b6766-9bf3-4460-9160-ad9b3230a943","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":181,"box":{"x":59,"y":773,"width":877,"height":13}},{"id":"f4bbaf69-5ff9-4ff2-bd9c-2f973ca3b6e0","block_type":"box","text":"process to oversee basket compliance for the Funds, as set forth in each Fund’s policies and procedures.","page_number":181,"box":{"x":59,"y":788,"width":729,"height":13}},{"id":"b025946c-d565-40d5-85c2-a6f33de89771","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":181,"box":{"x":58,"y":815,"width":419,"height":12}},{"id":"1c924473-f850-4b66-832f-f9c93bb853a5","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":181,"box":{"x":490,"y":815,"width":445,"height":12}},{"id":"7364c625-8064-41a7-a6a4-17bf11be6fbe","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":181,"box":{"x":60,"y":830,"width":864,"height":12}},{"id":"e399238a-da10-4712-978d-70c5d90d3c6b","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":181,"box":{"x":59,"y":845,"width":868,"height":13}},{"id":"f22e4ca2-73f6-4eef-b91d-cdf0dfa0078f","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":181,"box":{"x":60,"y":860,"width":870,"height":13}},{"id":"e672d1fb-1181-451e-a632-7bfe4405c5d6","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":181,"box":{"x":59,"y":875,"width":752,"height":13}},{"id":"74a7dd4e-c70d-48ef-b96d-7fcf539a385b","block_type":"box","text":"169","page_number":181,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"7e36a254-a823-45f2-a4f0-02a0ea796600","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":182,"box":{"x":59,"y":67,"width":830,"height":12}},{"id":"a9d14ee7-a3f2-431c-8f8f-699a0c355b25","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":182,"box":{"x":59,"y":82,"width":862,"height":12}},{"id":"026322de-6cd9-4542-882e-73f22cf1674f","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":182,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"1e6922e3-58f7-450b-a582-5fe4da9cd8ad","block_type":"box","text":"assets.","page_number":182,"box":{"x":59,"y":113,"width":46,"height":9}},{"id":"d9c20648-3fca-47ba-9530-1f063012cdee","block_type":"box","text":"Taxes","page_number":182,"box":{"x":59,"y":144,"width":93,"height":22}},{"id":"3b41474f-e88e-4d1e-9e0f-0881f2b60e8e","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":182,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"dbae841b-71a7-4ab8-9eb1-74c9d5505b2f","block_type":"box","text":"disposition of shares of a Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":182,"box":{"x":59,"y":199,"width":848,"height":12}},{"id":"4abf3471-7746-439b-8a8f-4ec3cf95174c","block_type":"box","text":"that may be applicable to a Fund or to all categories of investors, some of which may be subject to special tax rules. Current","page_number":182,"box":{"x":59,"y":214,"width":867,"height":12}},{"id":"08e7c6c0-d8b5-4f17-9ca7-c33fb6b4eda5","block_type":"box","text":"and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal, state, local","page_number":182,"box":{"x":59,"y":229,"width":868,"height":12}},{"id":"f9b99fb0-bcca-4e5a-a995-a3aa6ac1447f","block_type":"box","text":"and non-U.S. tax consequences of investing in a Fund. The summary is based on the laws and judicial and administrative","page_number":182,"box":{"x":59,"y":244,"width":845,"height":13}},{"id":"d4d260ab-e381-41c8-8ca9-fd54372c62a7","block_type":"box","text":"interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with retroactive effect.","page_number":182,"box":{"x":60,"y":259,"width":846,"height":13}},{"id":"059a89dd-536a-475e-8a0c-8d61f752a449","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":182,"box":{"x":60,"y":286,"width":338,"height":12}},{"id":"ba21061e-9595-4b60-b6c2-b02825891792","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":182,"box":{"x":407,"y":286,"width":466,"height":12}},{"id":"4def52f0-70b6-4d0e-9ee9-c684355d3e32","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, each Fund must annually distribute at least","page_number":182,"box":{"x":59,"y":301,"width":851,"height":12}},{"id":"a6aeb3ca-4b9a-4009-8a7d-2e3e44c2c527","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":182,"box":{"x":59,"y":316,"width":848,"height":12}},{"id":"3bf41a38-699e-476d-959a-edcba2e48db4","block_type":"box","text":"meet several other requirements. Among such other requirements are the following: (i) at least 90% of each Fund’s annual","page_number":182,"box":{"x":60,"y":331,"width":858,"height":13}},{"id":"a7080444-7939-4444-a42c-100bb6d062af","block_type":"box","text":"gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or","page_number":182,"box":{"x":59,"y":346,"width":840,"height":13}},{"id":"7a3bf7d6-cf7d-404e-8fa0-3620803d7f43","block_type":"box","text":"other disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":182,"box":{"x":59,"y":361,"width":879,"height":13}},{"id":"cb4266ca-a8d6-4a9d-9b98-efd69638b0b7","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":182,"box":{"x":59,"y":377,"width":867,"height":12}},{"id":"b50aaba4-3d3b-4fe8-8b24-296eaa5e3650","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":182,"box":{"x":60,"y":392,"width":502,"height":12}},{"id":"7f645c18-2178-4354-8138-1b48532e2b3b","block_type":"box","text":"i.e.,","page_number":182,"box":{"x":563,"y":393,"width":21,"height":10}},{"id":"46807e8f-c7bf-4d68-9166-282977d26e49","block_type":"box","text":"partnerships that are traded on an established","page_number":182,"box":{"x":591,"y":392,"width":321,"height":12}},{"id":"bf58834b-54eb-4887-a1d5-9979736374bc","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":182,"box":{"x":59,"y":407,"width":858,"height":12}},{"id":"30b9f38c-f862-4552-a127-1317d5002534","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of each","page_number":182,"box":{"x":60,"y":422,"width":855,"height":12}},{"id":"1bec7baa-34d2-41f7-b7bd-026d82fea1cc","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of each Fund’s total assets must be represented by cash and cash","page_number":182,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"672cfe9b-3c8b-4cb3-9d0c-33e48fc22911","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":182,"box":{"x":60,"y":452,"width":878,"height":12}},{"id":"cd671ef1-094a-4179-971c-f48aaa962717","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":182,"box":{"x":59,"y":467,"width":854,"height":13}},{"id":"5ad3b46a-f115-46e2-978d-e9f9cb935000","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 each Fund’s","page_number":182,"box":{"x":59,"y":482,"width":869,"height":13}},{"id":"ecaa0e83-e640-4044-8154-16ce516bb0f7","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":182,"box":{"x":59,"y":497,"width":851,"height":13}},{"id":"8c116487-6f89-4da5-8b30-205319c9e4a8","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":182,"box":{"x":59,"y":513,"width":866,"height":12}},{"id":"98f615d3-62e5-4c6f-8d5c-5b44a572f42c","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":182,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"cf23df4e-ab9e-4ca7-ac2c-7b3b3b9d0ef0","block_type":"box","text":"partnerships.","page_number":182,"box":{"x":59,"y":543,"width":91,"height":12}},{"id":"ea768e09-678d-4644-9c11-7fc3c66e96a3","block_type":"box","text":"A 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":182,"box":{"x":59,"y":569,"width":836,"height":13}},{"id":"ee6f42d2-54c8-4c82-ae96-5bc0e3be01a0","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":182,"box":{"x":59,"y":584,"width":858,"height":13}},{"id":"b949c652-d370-4b6a-b349-33a28d78fb4a","block_type":"box","text":"year, a Fund fails one of these tests and does not timely cure the failure, that Fund will be taxed in the same manner as an","page_number":182,"box":{"x":59,"y":600,"width":850,"height":12}},{"id":"933928e1-d908-4010-aa33-3ae9477c87de","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable","page_number":182,"box":{"x":59,"y":615,"width":822,"height":12}},{"id":"d618ae8a-c64c-4546-ba47-e5efdde4f7e6","block_type":"box","text":"income.","page_number":182,"box":{"x":60,"y":631,"width":54,"height":8}},{"id":"31a97646-3df0-40e7-a0ac-9da11dc326af","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":182,"box":{"x":59,"y":656,"width":854,"height":13}},{"id":"7a44bdee-3a5a-4685-becd-166549e70946","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. A Fund’s investments in partnerships,","page_number":182,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"0af2d81a-b249-4ed5-a0fc-918e33e0221b","block_type":"box","text":"including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non-U.S. income,","page_number":182,"box":{"x":60,"y":686,"width":855,"height":13}},{"id":"27d9ee61-559e-4d72-9286-5a5a9a14c69b","block_type":"box","text":"franchise or withholding tax liabilities.","page_number":182,"box":{"x":59,"y":702,"width":265,"height":12}},{"id":"ad5f34f9-38de-40b7-9e36-0338e6052668","block_type":"box","text":"Taxation of RICs.","page_number":182,"box":{"x":58,"y":728,"width":121,"height":10}},{"id":"15fccc9b-8339-45dc-a6cb-05eece435398","block_type":"box","text":"As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":182,"box":{"x":188,"y":728,"width":710,"height":12}},{"id":"798717c6-6aec-4a80-b78d-0a788c442ea8","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":182,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"9394ddbe-8564-46b9-8818-03490705dbaa","block_type":"box","text":"To satisfy the minimum distribution requirement, a Fund must distribute to its shareholders at least the sum of (i) 90% of its","page_number":182,"box":{"x":59,"y":758,"width":871,"height":13}},{"id":"7a15c9e4-9858-4f6e-84ba-8c78e94759ed","block_type":"box","text":"“investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":182,"box":{"x":59,"y":773,"width":854,"height":13}},{"id":"3023cb89-48e3-4313-b1db-979400e233c3","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":182,"box":{"x":60,"y":788,"width":847,"height":13}},{"id":"4ac6d647-78a7-4cab-bfa3-69f79631c0af","block_type":"box","text":"taxable year. A Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":182,"box":{"x":59,"y":804,"width":863,"height":12}},{"id":"16443765-12ca-48f3-8a35-e163212b31a7","block_type":"box","text":"distribute to its shareholders. If a Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":182,"box":{"x":59,"y":819,"width":793,"height":12}},{"id":"93027df1-f535-46f5-9335-722cbcb2f74a","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":182,"box":{"x":60,"y":834,"width":858,"height":12}},{"id":"b73233c3-bcd0-48d6-be07-7c90679320b1","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":182,"box":{"x":59,"y":849,"width":849,"height":12}},{"id":"a6211926-844e-4d41-91ef-d82c3d6a666c","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":182,"box":{"x":59,"y":864,"width":834,"height":12}},{"id":"dbd95b29-6df7-49ce-9764-c0b50a7beb93","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":182,"box":{"x":59,"y":879,"width":874,"height":13}},{"id":"677c5100-5e9a-4820-922e-c85910cc5efd","block_type":"box","text":"170","page_number":182,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"9291bccf-2024-47bb-9739-a613b1e33044","block_type":"box","text":"the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and","page_number":183,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"420ab91a-68b8-4c2b-9f9f-c38dcbf94575","block_type":"box","text":"its capital gains for each taxable year, a Fund may decide to retain a portion of its income or gains. Each Fund will be subject","page_number":183,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"657f7869-3dec-4a81-8584-1edf2877c15a","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":183,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"f19622ea-bc01-471f-a55f-00ce955aae86","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":183,"box":{"x":59,"y":112,"width":823,"height":12}},{"id":"09cae2c6-a21b-4fe9-bcfd-961f2a8add33","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":183,"box":{"x":59,"y":127,"width":866,"height":12}},{"id":"2c1673a1-102f-4c3e-9278-5758333f31ac","block_type":"box","text":"pay the tax on behalf of a Fund or reimburse the Fund for the tax. If a Fund fails to qualify as a RIC in any year, it must pay out","page_number":183,"box":{"x":59,"y":142,"width":877,"height":13}},{"id":"66aceb66-345e-4ca2-83ef-734430f15d7e","block_type":"box","text":"its earnings and profits accumulated in that year in order to qualify again as a RIC. If a Fund fails to qualify as a RIC for a","page_number":183,"box":{"x":60,"y":157,"width":836,"height":13}},{"id":"311981e3-cea9-4bbb-a30d-128ecec210be","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":183,"box":{"x":59,"y":172,"width":873,"height":13}},{"id":"c6fdc38f-66d0-4cac-9fe1-1039ec63cda3","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":183,"box":{"x":60,"y":188,"width":839,"height":12}},{"id":"18e82a7f-14b8-4894-995b-c3ac282a6948","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":183,"box":{"x":60,"y":203,"width":774,"height":12}},{"id":"34930fc4-e4ce-43cf-b814-d39969d75487","block_type":"box","text":"Excise Tax.","page_number":183,"box":{"x":60,"y":230,"width":76,"height":9}},{"id":"34bb2d3b-ec3f-4fda-b567-d0711e950185","block_type":"box","text":"A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":183,"box":{"x":145,"y":229,"width":717,"height":12}},{"id":"722696d7-0f38-4506-b230-1af672882476","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":183,"box":{"x":59,"y":244,"width":867,"height":13}},{"id":"eade71a3-c0ce-4e17-b2e6-148b2812aa69","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":183,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"9414e367-8ca7-4869-81b7-61bbb096d561","block_type":"box","text":"gain net income retained by a Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":183,"box":{"x":59,"y":274,"width":848,"height":13}},{"id":"dd7d632e-ff9d-4ad1-952c-c4bc06784d6e","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":183,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"5f026e3f-b8db-4db1-82ab-ad97bc80fd86","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":183,"box":{"x":59,"y":305,"width":736,"height":12}},{"id":"bedbe8a3-a1ec-4eb4-ba4e-9175aa1d32fb","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":183,"box":{"x":60,"y":331,"width":226,"height":13}},{"id":"0fa83b39-5b26-475b-9063-fa5b212f1151","block_type":"box","text":"Net capital loss carryforwards for a Fund may be applied against any net realized capital","page_number":183,"box":{"x":296,"y":331,"width":612,"height":13}},{"id":"6389c9c0-5109-471b-b522-eed3b704337d","block_type":"box","text":"gains in each succeeding year for such Fund, until they have been reduced to zero. In the event that a Fund were to","page_number":183,"box":{"x":59,"y":346,"width":804,"height":13}},{"id":"43ea2a18-599d-4960-a162-f3a72abf4127","block_type":"box","text":"experience an ownership change as defined under the Internal Revenue Code, the loss carryforwards and other favorable tax","page_number":183,"box":{"x":59,"y":361,"width":873,"height":13}},{"id":"a09118c7-7306-4d53-be0d-9251715510fe","block_type":"box","text":"attributes of a Fund, if any, may be subject to limitation. A Fund’s available capital loss carryforwards, if any, are set forth in","page_number":183,"box":{"x":59,"y":377,"width":857,"height":12}},{"id":"396189a9-b1d0-428b-b69d-60732504e50d","block_type":"box","text":"the Funds’ annual shareholder reports for each fiscal year.","page_number":183,"box":{"x":59,"y":392,"width":404,"height":12}},{"id":"726d21a0-e627-4575-9c02-ccbccfa51765","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":183,"box":{"x":58,"y":418,"width":216,"height":10}},{"id":"65471018-51cd-4984-a9d9-ad623b6da72e","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":183,"box":{"x":288,"y":418,"width":647,"height":12}},{"id":"fb5bb859-e145-4cdf-b574-d51fafc78906","block_type":"box","text":"Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or distribution","page_number":183,"box":{"x":59,"y":433,"width":862,"height":13}},{"id":"c2622cbc-fb89-4088-b19d-40d8bce86ef6","block_type":"box","text":"declared by a Fund in October, November or December of any calendar year and payable to shareholders of record on a","page_number":183,"box":{"x":59,"y":448,"width":834,"height":13}},{"id":"49040508-a37f-48a6-95f6-429810a07c87","block_type":"box","text":"specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar","page_number":183,"box":{"x":59,"y":463,"width":876,"height":13}},{"id":"a20b6aab-c421-40a3-be22-bfb48dfa3813","block_type":"box","text":"year and to have been paid by the Fund not later than such December 31, provided such dividend is actually paid by the Fund","page_number":183,"box":{"x":59,"y":479,"width":875,"height":12}},{"id":"1e62a569-e685-4752-ba9b-40ecaedb3ef9","block_type":"box","text":"during January of the following calendar year.","page_number":183,"box":{"x":59,"y":494,"width":317,"height":12}},{"id":"d8e4c152-c21b-40ec-9fb8-2ba240cefc38","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":183,"box":{"x":60,"y":520,"width":860,"height":12}},{"id":"82a42fdf-aa22-4c58-b60b-d8f3b9862ca3","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":183,"box":{"x":59,"y":535,"width":809,"height":13}},{"id":"021659b8-44fd-46ec-b7d1-ee68c4ae3920","block_type":"box","text":"carryovers). However, if a Fund retains for investment an amount equal to all or a portion of its net long-term capital gains in","page_number":183,"box":{"x":59,"y":550,"width":871,"height":13}},{"id":"a1f46a95-56e4-4845-8684-342ecea52072","block_type":"box","text":"excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a flat","page_number":183,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"809ee9ce-00af-411c-aebf-9f563e5d4a4d","block_type":"box","text":"rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the applicable","page_number":183,"box":{"x":60,"y":581,"width":871,"height":12}},{"id":"ab571601-44fd-4f4b-8a01-70f05da10fc5","block_type":"box","text":"tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as undistributed","page_number":183,"box":{"x":59,"y":596,"width":863,"height":12}},{"id":"e89a72a6-1651-4b91-8288-f3f2836b70a1","block_type":"box","text":"capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income tax purposes,","page_number":183,"box":{"x":59,"y":611,"width":877,"height":12}},{"id":"51164537-543c-4d4c-8580-4365a7d40cfd","block_type":"box","text":"as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their","page_number":183,"box":{"x":59,"y":626,"width":810,"height":12}},{"id":"79db783e-45c4-4e95-b41c-f49845a9db8f","block_type":"box","text":"proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities,","page_number":183,"box":{"x":59,"y":641,"width":870,"height":12}},{"id":"7930f4ec-f618-4dc7-bf06-a7884ebc2d61","block_type":"box","text":"if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax","page_number":183,"box":{"x":60,"y":656,"width":875,"height":13}},{"id":"a6d9e7f4-cd2b-4670-a6b5-ac7b05be1942","block_type":"box","text":"basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount in clause (a) over","page_number":183,"box":{"x":60,"y":671,"width":871,"height":13}},{"id":"ea9c380c-4904-42a2-bed4-7e6876830fe8","block_type":"box","text":"the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital gains will be","page_number":183,"box":{"x":59,"y":686,"width":824,"height":13}},{"id":"bf515656-b772-42b0-ae87-73e3c5f9a0b5","block_type":"box","text":"entitled to a refund of their","page_number":183,"box":{"x":59,"y":702,"width":188,"height":9}},{"id":"f4d28734-ea3f-4168-af8f-fbf8f9ad426e","block_type":"box","text":"pro rata","page_number":183,"box":{"x":251,"y":703,"width":56,"height":11}},{"id":"4341b49a-1133-4806-a9b0-01479f500fe2","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or claims for refund","page_number":183,"box":{"x":312,"y":702,"width":616,"height":12}},{"id":"a5ba4c26-5837-4066-8bbc-057e85408bef","block_type":"box","text":"with the IRS.","page_number":183,"box":{"x":59,"y":717,"width":87,"height":9}},{"id":"80bd7ac0-dbe0-4f37-a07f-216860477cec","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that a Fund reports as capital gains dividends are taxable as long","page_number":183,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"ea19895d-8337-4093-ac58-de1e6f724438","block_type":"box","text":"term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the Fund.","page_number":183,"box":{"x":59,"y":758,"width":860,"height":13}},{"id":"4a7cd503-5728-4651-9f75-7eb214c511f9","block_type":"box","text":"All other dividends of a Fund (including dividends from short-term capital gains) from its current and accumulated earnings","page_number":183,"box":{"x":59,"y":773,"width":869,"height":13}},{"id":"e6b0d084-d0a1-4833-89f6-90de89ee4f3a","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified","page_number":183,"box":{"x":59,"y":788,"width":822,"height":13}},{"id":"dd7b6167-cb0f-45f5-b43a-ca1c271d2f99","block_type":"box","text":"dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate","page_number":183,"box":{"x":59,"y":804,"width":878,"height":12}},{"id":"c838cbba-7965-4dc1-ab67-86fa171db26a","block_type":"box","text":"shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":183,"box":{"x":59,"y":819,"width":604,"height":12}},{"id":"7e62aa9d-b6d5-4fa4-927b-18741bcbc5e9","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":183,"box":{"x":60,"y":845,"width":857,"height":13}},{"id":"3e750a0a-c234-492c-871e-348596edd2d1","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":183,"box":{"x":59,"y":860,"width":847,"height":13}},{"id":"3ae42c8c-0852-4e28-9d40-0cdbc3d5d977","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":183,"box":{"x":59,"y":875,"width":849,"height":13}},{"id":"3be1e1eb-44fd-4341-88b1-a9bc0f1e945d","block_type":"box","text":"171","page_number":183,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"1f595df8-b094-4977-a71e-992b6669462c","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":184,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"2408de25-e35f-4033-bc2d-0fda477c0811","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":184,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"9ad26ce2-80d6-4c9e-9997-59af8d1d9322","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":184,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"a3e18c1b-491b-4d98-ac66-248c87b2f3df","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":184,"box":{"x":59,"y":112,"width":559,"height":12}},{"id":"3669795f-df60-4b00-b73e-f71170e4b176","block_type":"box","text":"Distributions in excess of a Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a","page_number":184,"box":{"x":60,"y":138,"width":868,"height":13}},{"id":"7c33397a-e1d8-45bd-893b-06cdf93b02ba","block_type":"box","text":"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":184,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"9a9bfc42-04fb-4d16-baaf-c5044dd78f10","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":184,"box":{"x":59,"y":169,"width":802,"height":12}},{"id":"e8a46ecf-3b8d-4b48-abf0-4fa20f172741","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":184,"box":{"x":60,"y":184,"width":842,"height":12}},{"id":"bdc5c2a7-7009-46d5-83e3-edf729da6da4","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":184,"box":{"x":60,"y":199,"width":846,"height":12}},{"id":"5f6488f7-45da-4954-909e-6dec9eb38e90","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":184,"box":{"x":59,"y":214,"width":867,"height":12}},{"id":"629dedcd-2f4a-4b22-af4e-8c25fb46478f","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":184,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"1effd1de-7e9f-4106-8d39-49e8f68c5cc1","block_type":"box","text":"such amount.","page_number":184,"box":{"x":59,"y":244,"width":96,"height":10}},{"id":"22aa7485-4f95-40ac-885b-e3f8199eefd4","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":184,"box":{"x":59,"y":271,"width":854,"height":12}},{"id":"0e0fc399-2da1-4e25-b67a-ea1747929b9a","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":184,"box":{"x":59,"y":286,"width":858,"height":12}},{"id":"d7f93bc0-01b4-4982-9359-f92d0dee7d51","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":184,"box":{"x":59,"y":301,"width":268,"height":12}},{"id":"205370c4-f080-43b5-b513-69746101f90a","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":184,"box":{"x":60,"y":327,"width":851,"height":13}},{"id":"c3042e94-e446-4160-a588-1b9de6903d4b","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":184,"box":{"x":59,"y":343,"width":865,"height":12}},{"id":"02548541-b35a-4cd3-a1cc-0896437993d8","block_type":"box","text":"may nevertheless be taxable to them. If a Fund is the holder of record of any security on the record date for any dividends","page_number":184,"box":{"x":60,"y":358,"width":848,"height":12}},{"id":"d7a77481-e0f1-4fab-8413-9affcd0335e8","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":184,"box":{"x":59,"y":373,"width":867,"height":12}},{"id":"c8032fa1-bf6c-4874-bee3-566e6fbed3d1","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":184,"box":{"x":60,"y":388,"width":698,"height":12}},{"id":"89d7a4d2-b3a0-4178-9f10-3573ed9474f5","block_type":"box","text":"i.e.","page_number":184,"box":{"x":759,"y":389,"width":18,"height":9}},{"id":"a314a90e-b85c-45f9-b379-4f9451621c8c","block_type":"box","text":", the date on which a","page_number":184,"box":{"x":779,"y":388,"width":146,"height":11}},{"id":"20996480-599c-44d5-957f-94fdc3ac550b","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":184,"box":{"x":60,"y":403,"width":865,"height":12}},{"id":"92ef8150-a0ed-4d76-9664-0698203dd2b9","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, a Fund may be required to pay dividends","page_number":184,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"8fcbf4f8-2e14-466a-a70d-f3d73a93ecd8","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":184,"box":{"x":60,"y":433,"width":861,"height":13}},{"id":"3e131e99-fc6c-4958-ab37-b21b486896d8","block_type":"box","text":"In certain situations, a 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":184,"box":{"x":60,"y":460,"width":843,"height":12}},{"id":"a754567f-8246-4ae8-8f6d-305ae77ab6c8","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":184,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"9a51247f-7f4a-4913-b57d-c7186a8aadcf","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":184,"box":{"x":59,"y":490,"width":856,"height":12}},{"id":"896b2c89-8729-4699-9b6f-85de66a17a82","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":184,"box":{"x":59,"y":505,"width":868,"height":12}},{"id":"e533cee8-d693-4762-b082-a81872514a9f","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":184,"box":{"x":60,"y":520,"width":844,"height":12}},{"id":"d7b3e981-a36b-4082-a77b-b6dd248e228a","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":184,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"272fc4b0-40e2-497b-8442-188226d741c5","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":184,"box":{"x":60,"y":550,"width":504,"height":13}},{"id":"37180b79-4969-4b18-a1b4-6888192e7135","block_type":"box","text":"Sales of Shares.","page_number":184,"box":{"x":59,"y":577,"width":112,"height":10}},{"id":"7187a4d2-8184-4db7-82b1-4b0abbed2c1f","block_type":"box","text":"Upon the sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":184,"box":{"x":181,"y":577,"width":743,"height":12}},{"id":"77b2b55b-7f4b-4b37-b266-daa7275a0419","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by a Fund","page_number":184,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"6ec19578-0b1e-4f77-9a80-41304300fbe3","block_type":"box","text":"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 assets","page_number":184,"box":{"x":59,"y":607,"width":875,"height":12}},{"id":"1220bcf8-2708-464c-8fff-865b0e202fc6","block_type":"box","text":"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 short","page_number":184,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"b6f4201e-f1e9-48d1-8e10-80b851520238","block_type":"box","text":"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 disallowed","page_number":184,"box":{"x":59,"y":637,"width":862,"height":13}},{"id":"182fbd8e-bde6-4bf1-969f-ee692b9594c4","block_type":"box","text":"to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or capital gains","page_number":184,"box":{"x":59,"y":652,"width":874,"height":13}},{"id":"f45bcf40-2196-4dc9-ab97-2329c3c9845d","block_type":"box","text":"distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period beginning 30 days","page_number":184,"box":{"x":59,"y":668,"width":861,"height":12}},{"id":"8f45b10e-9c92-46fb-9887-a899675e4784","block_type":"box","text":"before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be","page_number":184,"box":{"x":60,"y":683,"width":809,"height":12}},{"id":"63d64cf0-4366-4f0e-8158-8d6392597816","block_type":"box","text":"increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by the shareholder","page_number":184,"box":{"x":60,"y":698,"width":870,"height":12}},{"id":"510ba26d-98c8-46d8-905d-07ddf964d277","block_type":"box","text":"for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the extent of any","page_number":184,"box":{"x":59,"y":713,"width":841,"height":12}},{"id":"0f10d710-1c84-4688-ac1f-b33010f6de43","block_type":"box","text":"distributions or deemed distributions of long-term capital gains received by the shareholder with respect to such share. The","page_number":184,"box":{"x":59,"y":728,"width":866,"height":12}},{"id":"a4288c9a-4f4d-44d0-8e63-6a3cc4efb5eb","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":184,"box":{"x":59,"y":743,"width":558,"height":12}},{"id":"5a53110e-8013-4bb2-a138-8f2b990b2d98","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of a Fund, disposes of those shares within 90 days and then, on or","page_number":184,"box":{"x":60,"y":770,"width":863,"height":12}},{"id":"708f2ccf-0963-46b2-8168-97b075738d17","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":184,"box":{"x":60,"y":785,"width":853,"height":12}},{"id":"98c872d0-993d-4123-b6e8-20caffc6c42f","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":184,"box":{"x":59,"y":800,"width":368,"height":12}},{"id":"2aa64289-5065-42c5-9432-0e40722764e0","block_type":"box","text":"e.g.","page_number":184,"box":{"x":429,"y":803,"width":22,"height":9}},{"id":"bec60686-229c-4e12-9a6b-d7b3631f8ae9","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":184,"box":{"x":454,"y":800,"width":462,"height":12}},{"id":"dfd90314-4bac-4bc2-9478-26e9097c0724","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":184,"box":{"x":60,"y":815,"width":874,"height":12}},{"id":"4a9fa538-f5bc-4fcd-8a57-996f40680db8","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":184,"box":{"x":59,"y":830,"width":870,"height":12}},{"id":"9cb29a74-107e-4041-a53e-618935b67feb","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":184,"box":{"x":59,"y":845,"width":840,"height":13}},{"id":"25989b60-ebc2-47f7-a231-ebb8a188e031","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":184,"box":{"x":59,"y":860,"width":874,"height":13}},{"id":"acdded70-8314-4f0c-ab88-9d53e087c3bd","block_type":"box","text":"mutual funds.","page_number":184,"box":{"x":60,"y":875,"width":96,"height":10}},{"id":"8f723bd2-c811-4a99-8fbe-11bbab50001f","block_type":"box","text":"172","page_number":184,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"5f3d9c85-7c08-4a02-aba3-5e428582a111","block_type":"box","text":"Backup Withholding.","page_number":185,"box":{"x":60,"y":67,"width":149,"height":12}},{"id":"00047a21-5398-4df0-90a5-36f80e2cb7bc","block_type":"box","text":"In certain cases, a Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury such","page_number":185,"box":{"x":219,"y":67,"width":707,"height":12}},{"id":"b71818a2-6bb5-4a22-93ed-28161a3d2622","block_type":"box","text":"amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer identification","page_number":185,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"f45f9583-0c34-4e12-afbd-58b0b1185f50","block_type":"box","text":"number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to a Fund that such shareholder is not","page_number":185,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"169b943a-f3e1-49f1-9b94-56e4bbebd229","block_type":"box","text":"subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).","page_number":185,"box":{"x":59,"y":112,"width":875,"height":12}},{"id":"b88d95dc-6046-491d-a07d-d41c14cd84e2","block_type":"box","text":"Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal","page_number":185,"box":{"x":60,"y":127,"width":852,"height":12}},{"id":"363174bc-96ce-4001-a6fb-ffc8ce9dc882","block_type":"box","text":"income tax liability.","page_number":185,"box":{"x":60,"y":142,"width":132,"height":13}},{"id":"cac8ead5-b032-4477-ad18-8726dac6abd2","block_type":"box","text":"Sections 351 and 362.","page_number":185,"box":{"x":59,"y":169,"width":159,"height":9}},{"id":"65dbaee6-253a-4fb2-bac6-8e266920b081","block_type":"box","text":"The Trust, on behalf of each Fund, has the right to reject an order for a purchase of shares of the","page_number":185,"box":{"x":227,"y":169,"width":675,"height":12}},{"id":"6b0d808f-3633-40b1-a579-7f5bec7beac6","block_type":"box","text":"Fund if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the","page_number":185,"box":{"x":60,"y":184,"width":824,"height":12}},{"id":"f3b160b4-c8be-44ec-9382-06ac64b3ed54","block_type":"box","text":"outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, that Fund would","page_number":185,"box":{"x":59,"y":199,"width":865,"height":12}},{"id":"e3d59340-c913-4d42-9e48-3c47aa22e5b0","block_type":"box","text":"have a basis in the securities different from the market value of such securities on the date of deposit. If a Fund’s basis in","page_number":185,"box":{"x":60,"y":214,"width":840,"height":12}},{"id":"a3c1cbbb-9172-4b77-bd61-4ee3f1581928","block_type":"box","text":"such securities on the date of deposit was less than market value on such date, the Fund, upon disposition of the securities,","page_number":185,"box":{"x":59,"y":229,"width":865,"height":12}},{"id":"16bef61b-9f63-4ebd-a7ca-51bec1f00a75","block_type":"box","text":"would recognize more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is","page_number":185,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"67082c2f-3e74-47f2-8b45-902079b1039d","block_type":"box","text":"not anticipated that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting","page_number":185,"box":{"x":60,"y":259,"width":858,"height":13}},{"id":"149e0d7d-230d-413a-9b7d-6d8619ac7b5d","block_type":"box","text":"the order could result in material adverse tax consequences to a Fund or its shareholders. The Trust also has the right to","page_number":185,"box":{"x":59,"y":274,"width":841,"height":13}},{"id":"0de4f59c-9370-4f25-8721-cd07bfd1ed1d","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":185,"box":{"x":60,"y":290,"width":776,"height":12}},{"id":"367b6729-0d71-4c8e-ab8d-480d6e46af05","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":185,"box":{"x":58,"y":316,"width":225,"height":10}},{"id":"09e1cd0e-96cb-47d3-a1d2-97dec4470a99","block_type":"box","text":"A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":185,"box":{"x":292,"y":316,"width":612,"height":12}},{"id":"b50ddfb0-23ef-4d61-8427-4b63ac26d882","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":185,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"45e2ab7c-0274-48c3-8d88-984c5c912270","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":185,"box":{"x":60,"y":346,"width":847,"height":13}},{"id":"05b01491-532b-4734-acaa-d52cea0e9e01","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":185,"box":{"x":59,"y":361,"width":790,"height":13}},{"id":"047b6ba7-c2cc-4d65-9d98-5af4fdeb0493","block_type":"box","text":"i.e.","page_number":185,"box":{"x":850,"y":362,"width":17,"height":9}},{"id":"c238a7f0-6bfd-485b-9d57-e05cb0c21bb8","block_type":"box","text":", may","page_number":185,"box":{"x":870,"y":364,"width":37,"height":10}},{"id":"6ad68e4b-609e-4698-880b-1033acf723ee","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":185,"box":{"x":59,"y":377,"width":857,"height":12}},{"id":"73cdd7d0-983c-4108-a97e-2a04562a1a51","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":185,"box":{"x":59,"y":392,"width":855,"height":12}},{"id":"01d69fca-8e0a-4d00-8a83-f3a18d8ab1b0","block_type":"box","text":"(a) will require a Fund to mark-to-market certain types of the positions in its portfolio (","page_number":185,"box":{"x":60,"y":407,"width":606,"height":12}},{"id":"daefba88-0c21-4cbd-babe-b7ce8c452ed9","block_type":"box","text":"i.e.","page_number":185,"box":{"x":668,"y":408,"width":17,"height":8}},{"id":"0373aba5-3cd7-4060-9233-92b8a41c0a6d","block_type":"box","text":", treat them as if they were closed","page_number":185,"box":{"x":688,"y":407,"width":234,"height":12}},{"id":"cfa52bbb-e267-48bc-a197-f79f9c0d8a82","block_type":"box","text":"out at the end of each year) and (b) may cause a Fund to recognize income without receiving cash with which to pay","page_number":185,"box":{"x":59,"y":422,"width":820,"height":12}},{"id":"e9ec8ca8-af96-4a39-b930-5a958cb6e802","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":185,"box":{"x":59,"y":437,"width":876,"height":12}},{"id":"c0d78441-d261-4f23-aa3a-2040438e7388","block_type":"box","text":"taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":185,"box":{"x":59,"y":452,"width":878,"height":12}},{"id":"d4d24852-90ee-4e5b-abeb-b60d4be1a38f","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":185,"box":{"x":60,"y":467,"width":816,"height":13}},{"id":"7a69e242-bb46-4b43-a360-11f340f042ef","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of a Fund as a RIC.","page_number":185,"box":{"x":59,"y":482,"width":856,"height":13}},{"id":"f25cf6d1-f3cd-4e17-94f2-aebdd63106af","block_type":"box","text":"A Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":185,"box":{"x":59,"y":509,"width":846,"height":12}},{"id":"e7108f62-3049-4dd7-a015-28a5e01e54ac","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":185,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"be29faeb-9722-45c9-84fe-d4551574ff0d","block_type":"box","text":"Section 1256 contracts held by a Fund at the end of its taxable year are required to be marked to their market value, and any","page_number":185,"box":{"x":59,"y":539,"width":870,"height":12}},{"id":"9b3d3794-f077-48d3-ab9c-9d033d0cc7c0","block_type":"box","text":"unrealized gain or loss on those positions will be included in a Fund’s income as if each position had been sold for its fair","page_number":185,"box":{"x":60,"y":554,"width":843,"height":13}},{"id":"d4be9d8e-e99c-4bcf-b2d8-dc806103cbb1","block_type":"box","text":"market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a","page_number":185,"box":{"x":60,"y":569,"width":843,"height":13}},{"id":"0aa7d2fd-5719-4e16-9c10-3267d2961a88","block_type":"box","text":"Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as capital","page_number":185,"box":{"x":60,"y":584,"width":854,"height":13}},{"id":"0eeb360f-ed3f-433a-9434-7bfe01ef0214","block_type":"box","text":"assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be","page_number":185,"box":{"x":59,"y":600,"width":839,"height":12}},{"id":"d8e9b7af-06cf-4085-8737-b9376e0cd8c3","block_type":"box","text":"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 loss,","page_number":185,"box":{"x":59,"y":615,"width":860,"height":12}},{"id":"b810ef9d-6f4d-43f9-bd95-aae90cdc1035","block_type":"box","text":"regardless of the period of time the positions were actually held by a Fund.","page_number":185,"box":{"x":60,"y":630,"width":520,"height":12}},{"id":"e05751f1-aad0-4d87-96b6-1ffc15178706","block_type":"box","text":"As a result of entering into swap contracts, a Fund may make or receive periodic net payments. A Fund may also make or","page_number":185,"box":{"x":59,"y":656,"width":849,"height":13}},{"id":"4049f47b-bbb1-4a4f-842b-3e884595e3fa","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":185,"box":{"x":60,"y":671,"width":807,"height":13}},{"id":"3bb89370-05b9-4595-9d80-6a8c6559b6bc","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":185,"box":{"x":59,"y":686,"width":864,"height":13}},{"id":"72d3773c-6716-4b6f-b372-81798a8a4984","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for","page_number":185,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"f47c192d-187c-47f8-9b98-75b6559beea3","block_type":"box","text":"more than one year). With respect to certain types of swaps, a Fund may be required to currently recognize income or loss","page_number":185,"box":{"x":60,"y":717,"width":855,"height":12}},{"id":"5c30f7c3-e86a-4289-8845-fdf6b1b8197b","block_type":"box","text":"with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":185,"box":{"x":59,"y":732,"width":845,"height":12}},{"id":"18235421-c5e6-499d-acc7-b0b750bb01a5","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":185,"box":{"x":59,"y":747,"width":369,"height":12}},{"id":"0cab6962-fad6-466f-8a15-c06ef8e47909","block_type":"box","text":"Qualified Dividend Income.","page_number":185,"box":{"x":59,"y":773,"width":196,"height":11}},{"id":"7fcc93a4-2012-40d8-953a-c1944ffa1909","block_type":"box","text":"Distributions by a Fund of investment company taxable income (including any short-term","page_number":185,"box":{"x":265,"y":773,"width":627,"height":13}},{"id":"3160a010-cb2c-4a98-8453-12c8d7be52b7","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":185,"box":{"x":59,"y":788,"width":862,"height":13}},{"id":"136408ae-c946-4c6f-b45b-f73a99bc3774","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent a Fund receives qualified dividend income on the","page_number":185,"box":{"x":59,"y":804,"width":850,"height":12}},{"id":"ead3e5a5-eb0e-4c79-a441-10b86c452b41","block_type":"box","text":"securities it holds and a Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":185,"box":{"x":59,"y":819,"width":862,"height":12}},{"id":"c19994fc-4a3e-45da-9ec8-989f40277dd1","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from U.S. REITs) and certain non-U.S. corporations (","page_number":185,"box":{"x":59,"y":834,"width":831,"height":12}},{"id":"ca9070fe-68f2-417c-b467-e1d7885e4e68","block_type":"box","text":"e.g.","page_number":185,"box":{"x":891,"y":837,"width":23,"height":9}},{"id":"735a851c-f31e-4b34-8052-93d18f5817f5","block_type":"box","text":",","page_number":185,"box":{"x":916,"y":842,"width":2,"height":3}},{"id":"ae2ae5e1-154e-4168-8cc2-f8d2b5aebeea","block_type":"box","text":"non-U.S. corporations that are not PFICs and which are incorporated in a possession of the U.S. or in certain countries with a","page_number":185,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"73e7338c-754a-4939-a4e7-955510e30c6f","block_type":"box","text":"173","page_number":185,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"65791769-3b1c-4f95-8914-260faf7cd645","block_type":"box","text":"comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an established securities market in the","page_number":186,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"dc0ae989-cf39-4a4e-a1a6-bf22c1ea60d4","block_type":"box","text":"U.S. (where the dividends are paid with respect to such stock)). Substitute payments received by a Fund for securities lent out","page_number":186,"box":{"x":60,"y":82,"width":878,"height":12}},{"id":"dd835d65-e9d3-4c73-b70c-976333570f26","block_type":"box","text":"by a Fund will not be qualified dividend income.","page_number":186,"box":{"x":60,"y":97,"width":332,"height":12}},{"id":"a440970e-34c1-4e34-8a38-a6917d892c2a","block_type":"box","text":"A dividend from a Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":186,"box":{"x":59,"y":123,"width":855,"height":13}},{"id":"27088c7e-27a1-45bf-be18-1d26dbdc29d4","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":186,"box":{"x":59,"y":138,"width":838,"height":13}},{"id":"7c1c51ad-68e6-4f69-8c55-56565b1edf54","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or a Fund fails to satisfy those","page_number":186,"box":{"x":60,"y":154,"width":823,"height":12}},{"id":"ebbf6e35-275b-4dce-8447-6f6492f7204a","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":186,"box":{"x":60,"y":169,"width":865,"height":12}},{"id":"19c17162-30dc-4412-8386-71c9092aecfa","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":186,"box":{"x":60,"y":184,"width":860,"height":12}},{"id":"3a602f6f-4ebd-421f-ab7b-0f571b017dca","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) a Fund or the","page_number":186,"box":{"x":59,"y":199,"width":846,"height":12}},{"id":"f8bc6856-46ef-4c7e-a8be-2a70432422f4","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":186,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"8a78f357-0584-41ac-87f7-0276757b802e","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":186,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"d16db531-3148-4078-aae6-2b6e48bc7baf","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by a Fund from a REIT or another RIC may be treated","page_number":186,"box":{"x":59,"y":244,"width":867,"height":13}},{"id":"7f30720a-ef37-4dbb-8e93-fbe503695830","block_type":"box","text":"as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income","page_number":186,"box":{"x":59,"y":259,"width":826,"height":13}},{"id":"4d27fc50-7440-4d9b-aa2b-97059c20be6b","block_type":"box","text":"received by such REIT or other RIC. It is expected that dividends received by a Fund from a REIT and distributed to a","page_number":186,"box":{"x":60,"y":274,"width":806,"height":13}},{"id":"c41dd7c7-372a-4bb4-a2ef-e6101bd26e2e","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":186,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"9b8e8faf-9da6-4e62-b3c8-917003a58b97","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":186,"box":{"x":59,"y":305,"width":864,"height":12}},{"id":"cf90ae84-a562-44af-bd55-98bb3a5e018c","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":186,"box":{"x":60,"y":320,"width":876,"height":12}},{"id":"9e0751ad-42db-4d3c-9e22-8f94d05181fd","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":186,"box":{"x":60,"y":335,"width":832,"height":12}},{"id":"eef424f0-e834-4a27-ba88-50e8fb28f276","block_type":"box","text":"applicable holding period requirements. Distributions by a Fund of its net short-term capital gains will be taxable as ordinary","page_number":186,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"84d3b373-ed3f-4812-a23c-70a1c3ae3a11","block_type":"box","text":"income.","page_number":186,"box":{"x":60,"y":366,"width":54,"height":9}},{"id":"57ec19e8-4ca0-4fdb-b678-ef83b6e1cd99","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":186,"box":{"x":59,"y":392,"width":300,"height":12}},{"id":"f5463d7b-396c-4d0a-8a19-627c826ef90b","block_type":"box","text":"Dividends paid by a Fund that are attributable to dividends received by the Fund","page_number":186,"box":{"x":369,"y":392,"width":558,"height":12}},{"id":"96c10b38-ba6b-43ec-b0db-b2b2e035d235","block_type":"box","text":"from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day minimum","page_number":186,"box":{"x":59,"y":407,"width":847,"height":12}},{"id":"da684f9b-4fcd-4651-b6ed-d591c9c350b7","block_type":"box","text":"holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding period","page_number":186,"box":{"x":60,"y":422,"width":854,"height":12}},{"id":"d63db2ad-76f9-4225-a574-346cba0226a1","block_type":"box","text":"during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk of loss","page_number":186,"box":{"x":59,"y":437,"width":870,"height":12}},{"id":"2e01093b-a477-42a2-b498-f287023aa159","block_type":"box","text":"may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to be","page_number":186,"box":{"x":60,"y":452,"width":834,"height":12}},{"id":"bf6e984a-3022-4d9c-82b5-b11aad822305","block_type":"box","text":"eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to","page_number":186,"box":{"x":59,"y":467,"width":866,"height":13}},{"id":"fb4817c7-5120-4074-ba8c-1c90536a34b0","block_type":"box","text":"the investment.","page_number":186,"box":{"x":59,"y":482,"width":107,"height":10}},{"id":"76368a45-be2d-460c-84a7-d75adcfbf96e","block_type":"box","text":"Excess Inclusion Income.","page_number":186,"box":{"x":60,"y":509,"width":179,"height":10}},{"id":"482adc74-38d7-4b88-9179-aa771c2c468b","block_type":"box","text":"Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from","page_number":186,"box":{"x":249,"y":509,"width":651,"height":12}},{"id":"a380442b-3d55-4400-85ea-9b4cf6e56dda","block_type":"box","text":"being realized by their respective tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could","page_number":186,"box":{"x":60,"y":524,"width":862,"height":12}},{"id":"19efc39f-754f-429b-8753-9bc8a406a2c0","block_type":"box","text":"realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the","page_number":186,"box":{"x":60,"y":539,"width":859,"height":12}},{"id":"afb078ca-a4d2-4ac6-a4ff-6e99ffe2566c","block_type":"box","text":"tax-exempt shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received","page_number":186,"box":{"x":59,"y":554,"width":878,"height":13}},{"id":"bcdb366b-da19-4b4d-8465-d55673bf486c","block_type":"box","text":"by a Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":186,"box":{"x":60,"y":569,"width":877,"height":13}},{"id":"e9ca92f7-f66f-469c-ba37-49e38995abe0","block_type":"box","text":"Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess inclusion","page_number":186,"box":{"x":60,"y":584,"width":837,"height":13}},{"id":"4684c885-96a9-40ad-8963-72b183c28a0c","block_type":"box","text":"income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as","page_number":186,"box":{"x":60,"y":600,"width":836,"height":12}},{"id":"5f2d4bb1-ce64-48f9-a65a-8877bb790d0d","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":186,"box":{"x":60,"y":615,"width":867,"height":12}},{"id":"20769c12-a231-402a-9859-0f7407608629","block_type":"box","text":"by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S.","page_number":186,"box":{"x":60,"y":630,"width":785,"height":12}},{"id":"8ad8361f-2ac5-418e-859c-0a6ce7ed4d15","block_type":"box","text":"shareholders even from tax treaty countries; and (iv) cause the Fund to be subject to tax if certain “disqualified","page_number":186,"box":{"x":59,"y":645,"width":773,"height":12}},{"id":"a1810fed-99cf-4ae5-85cf-002f58c810a6","block_type":"box","text":"organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder annuity trust or a","page_number":186,"box":{"x":59,"y":660,"width":859,"height":12}},{"id":"eea31b2e-e155-4536-98f4-c7454a709748","block_type":"box","text":"charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a","page_number":186,"box":{"x":59,"y":675,"width":848,"height":12}},{"id":"9abc9755-06e1-485f-94fb-24037b542398","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":186,"box":{"x":61,"y":690,"width":367,"height":13}},{"id":"92ff3826-7a47-435a-81f4-8ebc1afdcca2","block_type":"box","text":"A Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but a Fund may not always be","page_number":186,"box":{"x":59,"y":717,"width":874,"height":12}},{"id":"136795e4-40d7-4561-917c-bb267cedfa53","block_type":"box","text":"successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or because a REIT","page_number":186,"box":{"x":59,"y":732,"width":868,"height":12}},{"id":"557c4886-22b7-48dd-a009-55840cd35715","block_type":"box","text":"may change its investment program, a Fund may not be successful in avoiding the consequences described above.","page_number":186,"box":{"x":60,"y":747,"width":802,"height":12}},{"id":"ad632cfd-166a-4510-9e44-7b313db2e39d","block_type":"box","text":"Avoidance of investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive","page_number":186,"box":{"x":59,"y":762,"width":863,"height":12}},{"id":"2f78ae57-7d9d-4821-9743-f25240c9d50a","block_type":"box","text":"investment opportunities.","page_number":186,"box":{"x":60,"y":778,"width":178,"height":12}},{"id":"ac83ada6-8617-48d2-857c-8f5b5806a17b","block_type":"box","text":"Non-U.S. Investments.","page_number":186,"box":{"x":60,"y":804,"width":158,"height":9}},{"id":"4df69536-8f82-4775-b837-f2088d0d0f56","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":186,"box":{"x":228,"y":804,"width":656,"height":12}},{"id":"60ba786b-f255-480e-bf30-a5cd5bcee8d1","block_type":"box","text":"exchange rates between the time a Fund accrues income or receivables or expenses or other liabilities denominated in a non","page_number":186,"box":{"x":59,"y":819,"width":878,"height":12}},{"id":"3c24f72c-d2a6-4dcf-a40f-668343343801","block_type":"box","text":"U.S. currency and the time a Fund actually collects such income or pays such liabilities are generally treated as ordinary","page_number":186,"box":{"x":60,"y":834,"width":834,"height":12}},{"id":"3de16190-6418-4343-b9ad-8ff24298140c","block_type":"box","text":"income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988 gain (or","page_number":186,"box":{"x":60,"y":849,"width":850,"height":12}},{"id":"f4e99794-9203-4803-9ad7-71c5757dde62","block_type":"box","text":"loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":186,"box":{"x":60,"y":864,"width":811,"height":12}},{"id":"d5870c5a-753a-4bef-b33d-0df2bbdb256e","block_type":"box","text":"instruments are denominated. Similarly, gains or losses on non-U.S. currency, non-U.S. currency forward contracts and","page_number":186,"box":{"x":60,"y":879,"width":829,"height":13}},{"id":"b536e8e9-fdc0-4072-aaeb-cb53bfa5e7d6","block_type":"box","text":"174","page_number":186,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"717954f6-432a-4df0-8182-e0aed20739dd","block_type":"box","text":"certain non-U.S. currency options or futures contracts denominated in non-U.S. currency, to the extent attributable to","page_number":187,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"ab3e1a55-1080-481b-aa1a-8f2b6698199b","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":187,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"89618570-4d8e-41eb-bb30-bd136fc400a5","block_type":"box","text":"unless a Fund was to elect otherwise.","page_number":187,"box":{"x":60,"y":97,"width":260,"height":10}},{"id":"0cd7c995-9070-4026-bd6c-7f662168adc3","block_type":"box","text":"Each Fund may be subject to non-U.S. income taxes withheld at the source. Each Fund, if permitted to do so, may elect to","page_number":187,"box":{"x":60,"y":123,"width":850,"height":13}},{"id":"79c1567d-b101-4875-8b86-2f427aafdbf2","block_type":"box","text":"“pass through” to its investors the amount of non-U.S. income taxes paid by the Fund provided that the Fund held the","page_number":187,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"4e2f59eb-a073-480c-9ded-c4910c6caaa6","block_type":"box","text":"security on the dividend settlement date and for at least 15 additional days immediately before and/or thereafter, with the","page_number":187,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"1f7a9efa-f90a-43f0-86a4-635bb8b865f7","block_type":"box","text":"result that each investor with respect to shares of the Fund held for a minimum 16-day holding period at the time of deemed","page_number":187,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"40a777e6-aa2e-41b3-9573-dba892234927","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":187,"box":{"x":59,"y":184,"width":645,"height":12}},{"id":"2d2fb0d7-7201-416d-8465-afd069c93d93","block_type":"box","text":"pro rata","page_number":187,"box":{"x":708,"y":185,"width":56,"height":11}},{"id":"3e67a345-54ca-4c06-b48a-a671124efccb","block_type":"box","text":"share of the Fund’s","page_number":187,"box":{"x":769,"y":184,"width":133,"height":9}},{"id":"0dd5ecff-e742-402a-850f-c5617420e690","block_type":"box","text":"non-U.S. income taxes, and (ii) either deduct (in calculating U.S. taxable income, but only for investors who itemize their","page_number":187,"box":{"x":60,"y":199,"width":840,"height":12}},{"id":"9fb69f08-84e6-4f9e-8fc5-ffed040e733d","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":187,"box":{"x":59,"y":214,"width":722,"height":12}},{"id":"feb3e75a-94b6-4319-8b12-cd9cf4d8e89d","block_type":"box","text":"pro rata","page_number":187,"box":{"x":785,"y":215,"width":56,"height":11}},{"id":"8213a873-3aa3-47a0-8484-41004a7c3593","block_type":"box","text":"share of the","page_number":187,"box":{"x":846,"y":214,"width":82,"height":10}},{"id":"165f7975-c821-4f8d-882f-dcd0b76b858d","block_type":"box","text":"Fund’s non-U.S. income taxes. Withholding taxes on dividends on non-U.S. securities while such securities are lent out by the","page_number":187,"box":{"x":60,"y":229,"width":876,"height":12}},{"id":"7ef3c29b-aea6-4f13-a425-fa80efca89a5","block_type":"box","text":"Fund are not eligible for non-U.S. tax credit pass through. Taxes not “passed through” for tax purposes will not be available to","page_number":187,"box":{"x":60,"y":244,"width":877,"height":13}},{"id":"941df2aa-7648-413a-ab99-9f78eeea2921","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in a Fund in a year that the Fund elects to “pass","page_number":187,"box":{"x":59,"y":259,"width":841,"height":13}},{"id":"745959af-117b-425f-910c-14fb001a5c48","block_type":"box","text":"through” its non-U.S. taxes may be treated as receiving additional dividend income subject to U.S. withholding tax. A non","page_number":187,"box":{"x":59,"y":274,"width":855,"height":13}},{"id":"d2f1e322-00a1-477f-b929-7f03bfaeca11","block_type":"box","text":"U.S. tax credit may not exceed the investor’s U.S. federal income tax otherwise payable with respect to the investor’s non-U.S.","page_number":187,"box":{"x":60,"y":290,"width":875,"height":12}},{"id":"5746ffe6-04f0-4c48-ad81-e26a80d2e87a","block_type":"box","text":"source income. For this purpose, shareholders must treat as non-U.S. source gross income (i) their proportionate shares of","page_number":187,"box":{"x":59,"y":305,"width":860,"height":12}},{"id":"1b0346d5-2e55-4457-ad3f-abf56ee92d7b","block_type":"box","text":"non-U.S. taxes paid by a Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from non","page_number":187,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"0758e94f-f62d-4921-8e60-db95a26ac491","block_type":"box","text":"U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain limitations","page_number":187,"box":{"x":60,"y":335,"width":852,"height":12}},{"id":"18bfe6c1-c644-4232-b143-35fc139b2030","block_type":"box","text":"will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned pursuant to","page_number":187,"box":{"x":59,"y":350,"width":850,"height":12}},{"id":"0eaf3d36-e5cf-4583-bc29-4eb012105c66","block_type":"box","text":"securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by a Fund or to treat","page_number":187,"box":{"x":59,"y":365,"width":877,"height":13}},{"id":"69e4403d-0c0f-4098-9046-210db44b9f1f","block_type":"box","text":"Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale with respect to","page_number":187,"box":{"x":60,"y":380,"width":873,"height":13}},{"id":"09858883-9950-4af9-80f4-2317e0144d8f","block_type":"box","text":"shares of a Fund, substitute payments made to the lender of such shares may not be deductible under certain circumstances.","page_number":187,"box":{"x":59,"y":395,"width":878,"height":13}},{"id":"7be5e1d2-49b3-4703-8fb2-02cf94d826a7","block_type":"box","text":"Consult your financial intermediary or tax advisor.","page_number":187,"box":{"x":59,"y":411,"width":348,"height":12}},{"id":"d19e0a8b-6b7c-46ce-86db-7d1452136fa1","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":187,"box":{"x":60,"y":438,"width":283,"height":11}},{"id":"56d02a88-a3f7-4e49-9743-9480f75b301c","block_type":"box","text":"If a Fund purchases shares in PFICs, it may be subject to U.S. federal income tax on","page_number":187,"box":{"x":353,"y":437,"width":578,"height":12}},{"id":"66f10563-f09b-45fe-a74d-4ded303754b7","block_type":"box","text":"a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":187,"box":{"x":59,"y":452,"width":834,"height":12}},{"id":"ed7463e0-ba94-4e1d-b020-2642a66ea1e5","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in","page_number":187,"box":{"x":59,"y":467,"width":855,"height":13}},{"id":"74b5d98c-225e-4616-bc3f-0a53c3da8cdb","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":187,"box":{"x":60,"y":482,"width":454,"height":13}},{"id":"61c58243-fa23-4275-8865-daf0b3f2a525","block_type":"box","text":"If a Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code, in","page_number":187,"box":{"x":60,"y":509,"width":872,"height":12}},{"id":"ea6dc9c5-cf33-4334-889b-73d82d84801f","block_type":"box","text":"lieu of the foregoing requirements, a Fund might be required to include in income each year a portion of the ordinary","page_number":187,"box":{"x":60,"y":524,"width":817,"height":12}},{"id":"1c9e77dc-a8dc-455b-9ddf-c3a8c7202838","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to a Fund, and such amounts would be","page_number":187,"box":{"x":59,"y":539,"width":856,"height":12}},{"id":"0b3867a9-ff45-4316-95c0-18b0fe75d60b","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, a Fund would be","page_number":187,"box":{"x":59,"y":554,"width":874,"height":13}},{"id":"226e85ec-e0cf-4e7c-9f6e-95f30f3c17b5","block_type":"box","text":"required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":187,"box":{"x":60,"y":569,"width":832,"height":13}},{"id":"171312cf-5930-44df-b615-e9a8219f5e96","block_type":"box","text":"obtain.","page_number":187,"box":{"x":59,"y":584,"width":47,"height":10}},{"id":"e80dba1f-bc92-41ac-bc82-b7c532301842","block_type":"box","text":"Alternatively, a Fund may make a mark-to-market election that would result in a Fund being treated as if it had sold and","page_number":187,"box":{"x":59,"y":611,"width":838,"height":12}},{"id":"3ff02933-1a45-43d5-8df8-e159145a8de7","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, a Fund would report any such gains as ordinary income and","page_number":187,"box":{"x":60,"y":626,"width":870,"height":12}},{"id":"3547c86c-370b-44fd-a6f0-64ea4240704e","block_type":"box","text":"would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":187,"box":{"x":59,"y":641,"width":847,"height":12}},{"id":"7ee87881-1d4f-481b-b800-87a5479ad56e","block_type":"box","text":"separately for each PFIC owned by a Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":187,"box":{"x":59,"y":656,"width":822,"height":13}},{"id":"29766753-966d-4237-9774-1eba7df61edb","block_type":"box","text":"revoked with the consent of the IRS. By making the election, a Fund could potentially ameliorate the adverse tax","page_number":187,"box":{"x":60,"y":671,"width":783,"height":13}},{"id":"5d0184a3-62a9-4431-9c27-6be8945b4ccb","block_type":"box","text":"consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize","page_number":187,"box":{"x":59,"y":686,"width":830,"height":13}},{"id":"88a4f7b9-8581-415b-b143-9014cc0fe291","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. A Fund may","page_number":187,"box":{"x":60,"y":702,"width":845,"height":12}},{"id":"123073eb-40fc-4efc-a1da-b1011c794400","block_type":"box","text":"have to distribute this “phantom” income and gain to satisfy the 90% distribution requirement and to avoid imposition of the","page_number":187,"box":{"x":60,"y":717,"width":876,"height":12}},{"id":"636994a7-4bbe-4262-8c96-324d8b49a162","block_type":"box","text":"4% excise tax.","page_number":187,"box":{"x":59,"y":732,"width":99,"height":10}},{"id":"5d662cb9-23e4-4ad0-90d2-f13ff91cd62f","block_type":"box","text":"A Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":187,"box":{"x":59,"y":758,"width":856,"height":13}},{"id":"c9846257-e569-4704-918a-58c90c61b6a8","block_type":"box","text":"effects of these rules.","page_number":187,"box":{"x":59,"y":773,"width":147,"height":10}},{"id":"46dd6041-9ed5-450a-8209-3951bb297617","block_type":"box","text":"Reporting.","page_number":187,"box":{"x":60,"y":800,"width":73,"height":12}},{"id":"d28885dd-b37b-4044-bdfa-a4fe728d997b","block_type":"box","text":"If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual","page_number":187,"box":{"x":143,"y":800,"width":720,"height":12}},{"id":"b682e3d0-db63-4f0e-b77c-39db9ddc271f","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":187,"box":{"x":59,"y":815,"width":872,"height":12}},{"id":"1a973d19-90c0-477a-901e-c6dcdfe2b5be","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":187,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"69df3b1c-0361-482e-9844-350aa9853029","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":187,"box":{"x":60,"y":845,"width":797,"height":13}},{"id":"235b56e4-3916-4356-b5bb-85eefbe9c9bd","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":187,"box":{"x":60,"y":860,"width":850,"height":13}},{"id":"192a458b-8132-4ca4-a81c-f23b0387b174","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":187,"box":{"x":59,"y":875,"width":868,"height":13}},{"id":"080ca758-eec6-4c92-888e-79f132040283","block_type":"box","text":"175","page_number":187,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"e3fed6bb-852f-4f2f-849c-bb059d955ac4","block_type":"box","text":"Other Taxes.","page_number":188,"box":{"x":59,"y":67,"width":89,"height":9}},{"id":"3e6ce3c7-b41c-4a22-b214-cc544e3b9a2c","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":188,"box":{"x":158,"y":67,"width":759,"height":12}},{"id":"c080353d-f5c8-4e57-89a6-cbc04ad810fc","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":188,"box":{"x":59,"y":82,"width":413,"height":12}},{"id":"33b226b7-9bc5-418a-a469-85cfe32fb47d","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":188,"box":{"x":58,"y":108,"width":253,"height":10}},{"id":"d40aa1ac-b604-45f8-8956-90cfb52f990b","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":188,"box":{"x":321,"y":108,"width":607,"height":13}},{"id":"e05bd56b-aacd-4962-b53d-1940493bf450","block_type":"box","text":"tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment income","page_number":188,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"f4c120f0-db65-42d5-9321-58897ece4f50","block_type":"box","text":"and short-term capital gains. Dividends paid by a Fund from net tax-exempt income or long-term capital gains are generally","page_number":188,"box":{"x":59,"y":138,"width":869,"height":13}},{"id":"6e66956c-5858-48b3-a9b5-f5103c83b6c3","block_type":"box","text":"not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required","page_number":188,"box":{"x":60,"y":154,"width":869,"height":12}},{"id":"65b619e4-0d23-43d2-b3c0-29022b1ee7b3","block_type":"box","text":"to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits under a treaty. The withholding","page_number":188,"box":{"x":59,"y":169,"width":864,"height":12}},{"id":"288db980-71ea-4a1f-b7c6-5114a2d58e7c","block_type":"box","text":"tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS Form W-8ECI, certifying that the","page_number":188,"box":{"x":59,"y":184,"width":868,"height":12}},{"id":"3a6901a8-8cd6-4a7a-b9ba-8c1ec9c9b8d9","block_type":"box","text":"dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the U.S. Instead,","page_number":188,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"13c7812c-89e4-4838-a128-d8f7dc40d0f6","block_type":"box","text":"the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S.","page_number":188,"box":{"x":59,"y":214,"width":828,"height":12}},{"id":"4a401484-23a4-40c2-9eea-1cbca4bd33fb","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":188,"box":{"x":59,"y":229,"width":837,"height":12}},{"id":"d6388549-40b4-4d62-94de-688d9018558f","block_type":"box","text":"profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN,","page_number":188,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"7fccaae3-ba90-4259-abc0-5bf1c76da7a9","block_type":"box","text":"IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the appropriate rate.","page_number":188,"box":{"x":60,"y":259,"width":751,"height":13}},{"id":"ceaa5324-023d-4c0c-a9f4-cf1bc94067a3","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a","page_number":188,"box":{"x":60,"y":286,"width":845,"height":12}},{"id":"f09a55e9-48ba-489a-8abd-90054f702836","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":188,"box":{"x":60,"y":301,"width":827,"height":12}},{"id":"7d951f87-caed-4fa8-9024-4a9099f56450","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":188,"box":{"x":60,"y":316,"width":834,"height":12}},{"id":"f49ed057-0b9e-4665-b378-ef10c146385f","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of a Fund’s “qualified short-term","page_number":188,"box":{"x":59,"y":331,"width":853,"height":13}},{"id":"91f86266-1de3-4294-9ee8-1cee3515b3d7","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":188,"box":{"x":59,"y":346,"width":866,"height":13}},{"id":"e0eb0ae3-7d31-492c-ac33-3c90b4ff084d","block_type":"box","text":"taxable year). However, depending on its circumstances, a Fund may report all, some or none of its potentially eligible","page_number":188,"box":{"x":59,"y":361,"width":822,"height":13}},{"id":"c877032f-7a1a-44fb-8784-8c365a0b4ada","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":188,"box":{"x":59,"y":377,"width":871,"height":12}},{"id":"69465a6f-dc43-455e-91b2-cd90415676e7","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":188,"box":{"x":59,"y":392,"width":857,"height":12}},{"id":"01ac108e-ce3f-42d8-9423-48b0c30839e5","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":188,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"f061fdca-71b9-4046-992d-552ed2246b05","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":188,"box":{"x":59,"y":422,"width":839,"height":12}},{"id":"d2ae04f9-3334-4e06-a176-6352ba310711","block_type":"box","text":"intermediary, the intermediary may withhold even if a Fund reports the payment as qualified net interest income or qualified","page_number":188,"box":{"x":60,"y":437,"width":867,"height":12}},{"id":"ffd3529a-b163-4f1e-974a-94659bce6637","block_type":"box","text":"short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these","page_number":188,"box":{"x":59,"y":452,"width":855,"height":12}},{"id":"e1ce608a-f671-4e82-9e87-0269da1bb042","block_type":"box","text":"rules to their accounts.","page_number":188,"box":{"x":60,"y":467,"width":159,"height":10}},{"id":"d46b86e0-2a9c-4785-b5ba-4313340dd5c5","block_type":"box","text":"Special rules may apply to a foreign shareholder receiving a Fund distribution if at least 50% of the Fund’s assets consist of","page_number":188,"box":{"x":59,"y":494,"width":862,"height":12}},{"id":"e93774c8-1ea9-4fca-a78b-ae25b5d323a2","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":188,"box":{"x":60,"y":509,"width":864,"height":12}},{"id":"352054b2-9d74-4836-abb2-1b31bc881c5a","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":188,"box":{"x":60,"y":524,"width":849,"height":12}},{"id":"49cec20e-983c-415b-b794-39d78534abda","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":188,"box":{"x":60,"y":539,"width":870,"height":12}},{"id":"e50e8d5d-c0ed-45e3-ab0b-3cb248255c16","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":188,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"46794f3b-cfa2-4544-92a5-4f2366698448","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":188,"box":{"x":59,"y":569,"width":835,"height":13}},{"id":"a22dfd94-825a-4655-9863-89af94851b61","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":188,"box":{"x":60,"y":584,"width":822,"height":13}},{"id":"d707daa2-e033-4695-aab4-22beae456b3f","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":188,"box":{"x":59,"y":600,"width":726,"height":12}},{"id":"aa9ff9fc-f090-475a-8119-6c3ca74091d0","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":188,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"4d2e6034-f493-4ce3-a2fa-a681f3c4b7cc","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":188,"box":{"x":59,"y":641,"width":860,"height":12}},{"id":"b033feee-911c-4b46-b77e-59029a498856","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":188,"box":{"x":59,"y":656,"width":881,"height":13}},{"id":"a3cf2e97-2745-40a1-bb48-b733c059fa6d","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":188,"box":{"x":59,"y":671,"width":858,"height":13}},{"id":"c2aa81d4-0eb9-4224-91b0-14dac7bd0987","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":188,"box":{"x":59,"y":686,"width":871,"height":13}},{"id":"cca85599-e484-4131-8956-58ad9112987e","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":188,"box":{"x":59,"y":702,"width":664,"height":12}},{"id":"2413b2cd-ab09-4005-9fac-4fbbde9597b0","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":188,"box":{"x":59,"y":728,"width":874,"height":12}},{"id":"9f97a2f1-c8dd-49c5-8a92-eb224ee1dfd2","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":188,"box":{"x":59,"y":743,"width":539,"height":12}},{"id":"b00ecb13-0d9c-4efe-93db-75b86c75ba6d","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":188,"box":{"x":59,"y":770,"width":825,"height":12}},{"id":"9d68cbe9-70e3-42d9-b474-011c7ee3267a","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":188,"box":{"x":59,"y":785,"width":451,"height":12}},{"id":"feffd7b2-e0f2-46cc-b8e1-059a10bb0c97","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":188,"box":{"x":59,"y":811,"width":870,"height":13}},{"id":"0f13ccfe-f905-4d7c-887d-fc258736d69b","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":188,"box":{"x":59,"y":826,"width":821,"height":13}},{"id":"880e9a1c-6f60-45c7-b24b-be011763b503","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":188,"box":{"x":60,"y":841,"width":866,"height":13}},{"id":"395fa1a0-40b6-471e-ad22-d34fcb008bac","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":188,"box":{"x":59,"y":857,"width":847,"height":12}},{"id":"b129a8c0-1d6d-403b-bbf3-03afe70a37a8","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":188,"box":{"x":60,"y":872,"width":840,"height":12}},{"id":"223e3847-2c3e-4c06-bfeb-71f3061aaba2","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":188,"box":{"x":59,"y":887,"width":818,"height":12}},{"id":"7d0394c0-1e84-46f8-b362-2f5ce69ba879","block_type":"box","text":"176","page_number":188,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"743ce5f8-8b70-4341-8819-0b17b2ddfff1","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":189,"box":{"x":59,"y":67,"width":830,"height":12}},{"id":"5cb42ff3-9fbe-493a-a19a-8840a661ae17","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":189,"box":{"x":59,"y":82,"width":861,"height":12}},{"id":"86bb5b58-b13a-4afb-98ef-6f10c53b2f1d","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":189,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"fb626d60-9421-434f-862b-5d98678eae5b","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":189,"box":{"x":59,"y":112,"width":874,"height":12}},{"id":"e878c340-cb57-4413-9ae3-08846f33b871","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":189,"box":{"x":60,"y":127,"width":849,"height":12}},{"id":"53d94c7e-430b-458e-b6e9-fcb57ddf1a0a","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":189,"box":{"x":59,"y":142,"width":863,"height":13}},{"id":"e2af6e84-5d7b-4954-8bee-e36974791f91","block_type":"box","text":"unless certain exceptions apply.","page_number":189,"box":{"x":60,"y":157,"width":220,"height":13}},{"id":"a4c30997-9b26-4709-b3b3-4bf6a68066a2","block_type":"box","text":"Shares of a 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":189,"box":{"x":59,"y":184,"width":857,"height":12}},{"id":"e2fd1358-aedb-4ed0-8bf9-d190ead2ca0e","block_type":"box","text":"estate tax.","page_number":189,"box":{"x":59,"y":200,"width":71,"height":9}},{"id":"6684147e-ef99-474d-9c36-9d7ed3405359","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":189,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"06b91b02-5264-47f7-919a-3c9b5c98ac97","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":189,"box":{"x":59,"y":240,"width":864,"height":13}},{"id":"7c84be28-6bbe-4a9d-85c4-3bfcc2ad44af","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":189,"box":{"x":59,"y":256,"width":875,"height":12}},{"id":"d888ecf1-16b2-4f84-af5e-cfd3657428c1","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":189,"box":{"x":60,"y":271,"width":782,"height":12}},{"id":"9a113b6e-6377-4020-a26f-f9b5be07740d","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":189,"box":{"x":60,"y":286,"width":826,"height":12}},{"id":"ba234416-6f50-4ef2-b739-19d7c0f7956e","block_type":"box","text":"discussed above, and such changes often occur.","page_number":189,"box":{"x":59,"y":301,"width":337,"height":12}},{"id":"7537dd6f-d01e-4db0-941a-93277477f6a7","block_type":"box","text":"Financial Statements","page_number":189,"box":{"x":62,"y":332,"width":348,"height":23}},{"id":"c1d6b282-042d-45e7-8b72-9dd8cecb5705","block_type":"box","text":"Each Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":189,"box":{"x":60,"y":373,"width":855,"height":12}},{"id":"2615d086-7a7c-4be3-91a7-bc28bba2edbc","block_type":"box","text":"LLP, an independent registered public accounting firm, appearing in the Fund’s Form N-CSR are incorporated in this SAI by","page_number":189,"box":{"x":60,"y":388,"width":857,"height":12}},{"id":"02e31110-933b-4d12-ad90-ccaee624f2f5","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. Each Fund’s Form N-CSR is","page_number":189,"box":{"x":60,"y":403,"width":824,"height":12}},{"id":"b25e0ca7-66b4-412e-8e49-3d3dcaa50d0d","block_type":"box","text":"located here","page_number":189,"box":{"x":60,"y":418,"width":85,"height":10}},{"id":"31783161-869b-4109-a61d-4ba55fbc0d4d","block_type":"box","text":"1","page_number":189,"box":{"x":147,"y":416,"width":3,"height":6}},{"id":"90d6996c-77d6-4514-8228-ae1cfd0428b5","block_type":"box","text":", here","page_number":189,"box":{"x":153,"y":418,"width":37,"height":11}},{"id":"34e994d6-c1eb-40b0-939e-a58b76d48225","block_type":"box","text":"2","page_number":189,"box":{"x":192,"y":416,"width":5,"height":6}},{"id":"581ee2ac-dcb9-4ed6-b89b-d903dfb1d758","block_type":"box","text":"or here","page_number":189,"box":{"x":202,"y":418,"width":49,"height":10}},{"id":"6dfe1c9c-1bc8-4eb7-8bb9-8701549cc690","block_type":"box","text":"3","page_number":189,"box":{"x":252,"y":416,"width":6,"height":6}},{"id":"ba6ac887-085b-4d53-a958-4a4db1c6c9df","block_type":"box","text":". A copy of each Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial","page_number":189,"box":{"x":259,"y":418,"width":679,"height":12}},{"id":"1f45e3f9-6b29-46de-b45b-1cc55fd9d25c","block_type":"box","text":"Statements may be obtained without charge as described on the cover page of this SAI.","page_number":189,"box":{"x":59,"y":433,"width":613,"height":13}},{"id":"39713af9-e00d-45a9-998c-e04d5ae741c9","block_type":"box","text":"1","page_number":189,"box":{"x":89,"y":466,"width":2,"height":4}},{"id":"883c66b8-196b-4e1d-85aa-9b05c72d6bdf","block_type":"box","text":"Form N-CSR for iShares Core S&P Mid-Cap ETF, iShares Core S&P Small-Cap ETF, iShares Core S&P U.S. Growth ETF, iShares Core S&P U.S. Value ETF,","page_number":189,"box":{"x":104,"y":467,"width":830,"height":10}},{"id":"0ceaf60d-12eb-42e0-85bf-c0dfa1ac5213","block_type":"box","text":"iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select Screened S&P Small-Cap ETF, iShares","page_number":189,"box":{"x":103,"y":479,"width":820,"height":10}},{"id":"6cdbe221-a8b8-4b02-8c99-f3931c5b322e","block_type":"box","text":"Mortgage Real Estate ETF, iShares MSCI USA Quality GARP ETF, iShares Preferred and Income Securities ETF, iShares Residential and Multisector Real","page_number":189,"box":{"x":103,"y":492,"width":834,"height":10}},{"id":"2f7f5890-6385-45dc-a0ab-50a5228bb903","block_type":"box","text":"Estate ETF, iShares Russell 3000 ETF, iShares Russell Mid-Cap Value ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares","page_number":189,"box":{"x":104,"y":504,"width":814,"height":10}},{"id":"68e8c26a-6208-4a73-b268-f8d90bdfb0aa","block_type":"box","text":"Russell Top 200 Value ETF, iShares S&P 100 ETF, iShares S&P 500 Growth ETF, iShares S&P 500 Value ETF and iShares S&P Small-Cap 600 Value ETF.","page_number":189,"box":{"x":104,"y":517,"width":827,"height":10}},{"id":"6e0642e5-2b82-4278-ac68-82de2216739f","block_type":"box","text":"2","page_number":189,"box":{"x":88,"y":531,"width":5,"height":5}},{"id":"cfe8c8a6-ff91-4b9f-b222-84914f7bbc66","block_type":"box","text":"Form N-CSR for iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF, iShares JPX-Nikkei 400 ETF, iShares Russell 1000","page_number":189,"box":{"x":104,"y":532,"width":813,"height":10}},{"id":"14923d6a-9ed1-4251-a8e1-f96a9122b5c4","block_type":"box","text":"ETF, iShares Russell 1000 Growth ETF, iShares Russell 1000 Value ETF, iShares Texas Equity ETF, iShares U.S. Aerospace & Defense ETF, iShares U.S.","page_number":189,"box":{"x":104,"y":545,"width":818,"height":10}},{"id":"94df8507-e977-4f0a-b138-8661cce7feba","block_type":"box","text":"Broker-Dealers & Securities Exchanges ETF, iShares U.S. Healthcare Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructur","page_number":189,"box":{"x":104,"y":557,"width":807,"height":10}},{"id":"ecbc6ae8-0b98-4b15-b62f-170a392f5e60","block_type":"box","text":"e","page_number":189,"box":{"x":911,"y":560,"width":5,"height":5}},{"id":"a59ac6cb-3e3a-4dc7-9cda-d4061ef5cba7","block_type":"box","text":"ETF, iShares U.S. Insurance ETF, iShares U.S. Manufacturing ETF, iShares U.S. Medical Devices ETF, iShares U.S. Oil & Gas Exploration & Production","page_number":189,"box":{"x":104,"y":570,"width":812,"height":10}},{"id":"e50a0bc3-f8a2-4ddd-9cfd-0eb182d0b762","block_type":"box","text":"ETF, iShares U.S. Oil Equipment & Services ETF, iShares U.S. Pharmaceuticals ETF, iShares U.S. Real Estate ETF, iShares U.S. Regional Banks ETF,","page_number":189,"box":{"x":104,"y":583,"width":793,"height":9}},{"id":"00d56a3f-3959-420b-b219-534a3f96278d","block_type":"box","text":"iShares U.S. Telecommunications ETF and iShares US Small Cap Value Factor ETF.","page_number":189,"box":{"x":103,"y":595,"width":455,"height":10}},{"id":"ef976644-2af9-4fa3-bbe6-6a10e46a0244","block_type":"box","text":"3","page_number":189,"box":{"x":88,"y":609,"width":5,"height":5}},{"id":"20717a0a-e78d-442b-a505-3a12ca3b6fb5","block_type":"box","text":"Form N-CSR for iShares Biotechnology ETF, iShares Core S&P Total U.S. Stock Market ETF, iShares Expanded Tech Sector ETF, iShares Expanded","page_number":189,"box":{"x":104,"y":610,"width":800,"height":10}},{"id":"d1e09f12-0e39-4144-a6fb-6fcd18791c40","block_type":"box","text":"Tech-Software Sector ETF, iShares Micro-Cap ETF, iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares North American","page_number":189,"box":{"x":103,"y":623,"width":813,"height":10}},{"id":"a83e0de9-cdb3-4b0e-8afe-0d375ea52eca","block_type":"box","text":"Natural Resources ETF, iShares Russell 2000 ETF, iShares Russell 2000 Growth ETF, iShares Russell 2000 Value ETF, iShares Russell Mid-Cap ETF,","page_number":189,"box":{"x":103,"y":635,"width":804,"height":10}},{"id":"54e65d65-ec6e-4be0-bdb4-31917cb8b683","block_type":"box","text":"iShares Russell Mid-Cap Growth ETF, iShares S&P 500 3% Capped ETF, iShares S&P 500 ex S&P 100 ETF, iShares S&P Mid-Cap 400 Growth ETF,","page_number":189,"box":{"x":103,"y":648,"width":802,"height":10}},{"id":"d44e96d4-5f11-4ec7-820f-e240bd857321","block_type":"box","text":"iShares S&P Mid-Cap 400 Value ETF, Shares S&P Small-Cap 600 Growth ETF, iShares Semiconductor ETF, iShares Top 20 U.S. Stocks ETF and iShares","page_number":189,"box":{"x":103,"y":661,"width":831,"height":10}},{"id":"b6f39b68-5c64-45fd-9ea0-c06b8d75c83e","block_type":"box","text":"U.S. Digital Infrastructure and Real Estate ETF.","page_number":189,"box":{"x":103,"y":673,"width":255,"height":10}},{"id":"c299aba9-c91c-47c3-8764-246b11cf91ad","block_type":"box","text":"Miscellaneous Information","page_number":189,"box":{"x":61,"y":701,"width":445,"height":23}},{"id":"9af2dd67-d170-4eda-b797-31d7b8f5f5d9","block_type":"box","text":"Counsel.","page_number":189,"box":{"x":59,"y":742,"width":61,"height":10}},{"id":"a1d09dd1-5595-4994-a962-0953ada5d625","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":189,"box":{"x":129,"y":742,"width":733,"height":12}},{"id":"0e0f83f8-6298-4720-94d8-e5f638011ab5","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":189,"box":{"x":60,"y":768,"width":349,"height":13}},{"id":"497c35c8-60cb-4313-8fe9-20e5397cbe4b","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":189,"box":{"x":419,"y":768,"width":488,"height":13}},{"id":"6b0ec62b-8ea2-4c25-9380-f2687e47ea53","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":189,"box":{"x":59,"y":783,"width":868,"height":13}},{"id":"818a7cb3-7422-4ba4-b6f4-f5e23aee702a","block_type":"box","text":"financial statements, and may perform other services.","page_number":189,"box":{"x":59,"y":799,"width":376,"height":12}},{"id":"06d094be-a720-4d91-8fa0-cd1bc4b46cab","block_type":"box","text":"Shareholder Communications to the Board.","page_number":189,"box":{"x":59,"y":825,"width":312,"height":10}},{"id":"98d54672-33ea-4551-8709-e40345b13257","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":189,"box":{"x":380,"y":825,"width":555,"height":12}},{"id":"bd84778a-28ba-44df-9b2a-be234a5a60f8","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":189,"box":{"x":60,"y":840,"width":863,"height":12}},{"id":"09ae035d-cf4c-4f63-87c0-77345c15c69c","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":189,"box":{"x":60,"y":855,"width":796,"height":12}},{"id":"d9e5574a-920c-4be2-bbb9-dd77c2335581","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":189,"box":{"x":59,"y":870,"width":868,"height":13}},{"id":"e88c4550-f14a-4970-8c03-3be40d25c8aa","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":189,"box":{"x":60,"y":886,"width":863,"height":12}},{"id":"dd84b051-9354-418d-8657-4f06edb33324","block_type":"box","text":"177","page_number":189,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"b6d453ff-f24a-40bd-84b5-99c573fee855","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":190,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"2d35ddde-71d2-487e-a589-9139f0c750fa","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":190,"box":{"x":60,"y":82,"width":866,"height":12}},{"id":"e70f5ba3-b116-4c88-a920-448e4dd9fa2c","block_type":"box","text":"Trust and reported to the Board.","page_number":190,"box":{"x":59,"y":97,"width":224,"height":12}},{"id":"95eecbf8-35eb-4689-a788-b03c5015fdb6","block_type":"box","text":"Regulation Under the Alternative Investment Fund Managers Directive.","page_number":190,"box":{"x":60,"y":123,"width":508,"height":13}},{"id":"50f7d51d-42fc-4cb4-a978-5ccd2ca1f428","block_type":"box","text":"The Alternative Investment Fund Managers","page_number":190,"box":{"x":577,"y":123,"width":304,"height":13}},{"id":"8618137c-2671-4a6f-b4ef-4fbb10f95ed3","block_type":"box","text":"Directive (“AIFMD”) imposes detailed and prescriptive obligations on fund managers established in the EU (“EU Operative","page_number":190,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"2d3e40ae-66d2-4e4e-8013-f65990c7e19d","block_type":"box","text":"Provisions”). These do not currently apply to managers established outside of the EU, such as BFA. Rather, non-EU managers","page_number":190,"box":{"x":60,"y":154,"width":873,"height":12}},{"id":"b5677d83-5b8b-4089-a850-5ed9c43e2aa3","block_type":"box","text":"are only required to comply with certain disclosure, reporting and transparency obligations of AIFMD (“AIFMD Disclosure","page_number":190,"box":{"x":59,"y":169,"width":849,"height":12}},{"id":"05ea0689-d9dc-4951-a72c-1221b376a723","block_type":"box","text":"Provisions”) if such managers market a fund to EU investors.","page_number":190,"box":{"x":60,"y":184,"width":422,"height":12}},{"id":"81c664bb-21d3-4788-8786-9af2ac81ce36","block_type":"box","text":"Where the AIFMD Disclosure Provisions relate to EU Operative Provisions that do not apply to BFA, no meaningful disclosure","page_number":190,"box":{"x":59,"y":210,"width":870,"height":13}},{"id":"8c03150b-8ff4-4cb4-8fa5-876d7c9c1009","block_type":"box","text":"can be made. These EU Operative Provisions include prescriptive rules on: measuring and capping leverage in line with","page_number":190,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"b33575ae-8d4c-4d84-98d8-f735b6c5944c","block_type":"box","text":"known European standards; the treatment of investors; the use of “depositaries”; and coverage for professional liability risks.","page_number":190,"box":{"x":60,"y":240,"width":868,"height":13}},{"id":"a95aa0bb-d63a-4334-b8e1-5ffe93637295","block_type":"box","text":"AIFMD imposes certain conditions on the marketing of funds, such as the Funds, to EU investors. AIFMD requires that an","page_number":190,"box":{"x":59,"y":267,"width":847,"height":12}},{"id":"be214be1-4451-4005-a7eb-b9c3afd642e6","block_type":"box","text":"‘alternative investment fund manager’ (“AIFM”) be identified to meet such conditions where such marketing is sought. For","page_number":190,"box":{"x":59,"y":282,"width":858,"height":12}},{"id":"a2aaba52-bb1f-4101-84a0-34d99ba86309","block_type":"box","text":"these purposes BFA, as the legal entity responsible for performing the portfolio and risk management of the Funds, shall be","page_number":190,"box":{"x":59,"y":297,"width":862,"height":13}},{"id":"3eb754b5-c766-4a98-aaf8-f1af4165637a","block_type":"box","text":"the AIFM.","page_number":190,"box":{"x":59,"y":312,"width":67,"height":10}},{"id":"e228f7b5-9933-4970-b9d1-779ccd709495","block_type":"box","text":"AIFMD requires disclosure on an ongoing basis of certain information relating to the use of special arrangements, leverage,","page_number":190,"box":{"x":59,"y":339,"width":861,"height":12}},{"id":"3334292f-7de8-484a-b26f-528498561d51","block_type":"box","text":"rights of reuse of collateral, guarantees granted under leverage arrangements and the use of gates, side pockets and similar","page_number":190,"box":{"x":60,"y":354,"width":864,"height":12}},{"id":"f64ceb4b-44c1-41fc-a30e-f49739e0868d","block_type":"box","text":"liquidity management tools. Given that the Funds do not use any special arrangements or allow for collateral reuse, it is not","page_number":190,"box":{"x":60,"y":369,"width":862,"height":12}},{"id":"d2bfd6a1-7895-44b8-b2f9-269d157f8e96","block_type":"box","text":"intended that such disclosures will need to be made by the Funds. Each Fund will, however, to the extent relevant and","page_number":190,"box":{"x":60,"y":384,"width":821,"height":12}},{"id":"c00f64b4-361e-4768-9392-723a7b75c718","block_type":"box","text":"appropriate, disclose in its annual report information on the Fund’s leverage, risk profile and risk management systems","page_number":190,"box":{"x":59,"y":399,"width":831,"height":13}},{"id":"11cef75f-b9b5-4a8a-b26f-447ffe95a060","block_type":"box","text":"employed by BFA. Each Fund will also disclose material changes, if any, to the liquidity management systems and procedures","page_number":190,"box":{"x":59,"y":414,"width":873,"height":13}},{"id":"415802fe-3b38-41e1-bebd-6a02e1741b51","block_type":"box","text":"employed in respect of the Fund.","page_number":190,"box":{"x":59,"y":429,"width":229,"height":13}},{"id":"e1a3eb55-f208-4862-a44d-1527b7e1eae2","block_type":"box","text":"BFA has registered iShares Russell 3000 ETF for marketing to investors in the U.K.","page_number":190,"box":{"x":60,"y":456,"width":566,"height":12}},{"id":"34ffae30-ef44-4a41-90f2-c29b630117bf","block_type":"box","text":"BFA has registered iShares Russell 1000 Value ETF and iShares U.S. Regional Banks ETF for marketing to investors in Finland,","page_number":190,"box":{"x":60,"y":482,"width":867,"height":13}},{"id":"a295db5f-92d5-4a05-a197-7956662f1fea","block_type":"box","text":"Sweden, and the U.K.","page_number":190,"box":{"x":59,"y":497,"width":147,"height":12}},{"id":"fefdfdf5-d27d-46cc-8828-4083b00cff69","block_type":"box","text":"BFA has registered iShares Biotechnology ETF for marketing to investors in Finland, the Netherlands, Sweden, the United Arab","page_number":190,"box":{"x":60,"y":524,"width":878,"height":12}},{"id":"fb75ae25-a074-4bfc-ba10-ef7323a73cc5","block_type":"box","text":"Emirates and the U.K.","page_number":190,"box":{"x":60,"y":539,"width":148,"height":10}},{"id":"37955021-a841-4b58-81ef-24cb65337b49","block_type":"box","text":"BFA has registered the following Funds for marketing to investors in Finland, the Netherlands, Sweden, and the U.K.:","page_number":190,"box":{"x":60,"y":566,"width":809,"height":12}},{"id":"05b16f14-2226-467b-a3b1-d122f5dc5eba","block_type":"box","text":"iShares Core S&P Mid-Cap ETF","page_number":190,"box":{"x":60,"y":592,"width":214,"height":12}},{"id":"1a693b69-828b-4a8c-a9fb-2c75edbf145a","block_type":"box","text":"iShares Core S&P Small-Cap ETF","page_number":190,"box":{"x":60,"y":607,"width":225,"height":12}},{"id":"21c05f94-7ea1-4e24-93ca-d84298b9a3fc","block_type":"box","text":"iShares Preferred and Income Securities ETF","page_number":190,"box":{"x":60,"y":622,"width":307,"height":10}},{"id":"c835beef-78aa-4292-981d-c7e4e59eb679","block_type":"box","text":"iShares Russell 2000 ETF","page_number":190,"box":{"x":60,"y":637,"width":172,"height":10}},{"id":"d91cdbf0-4b0d-40b1-8369-c74ee8a613fc","block_type":"box","text":"iShares U.S. Real Estate ETF","page_number":190,"box":{"x":60,"y":652,"width":191,"height":10}},{"id":"b799141d-fbe0-488c-bc63-0cb1d898e685","block_type":"box","text":"Investors’ Rights.","page_number":190,"box":{"x":60,"y":679,"width":122,"height":12}},{"id":"99edd59f-a8f6-4cee-a061-5f814975efa5","block_type":"box","text":"Each Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":190,"box":{"x":192,"y":679,"width":668,"height":12}},{"id":"848bc216-3123-4a4c-b28e-11de786a005f","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":190,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"e5e3b9c9-5e65-41f4-979d-953240a49c86","block_type":"box","text":"out in this SAI. Investors who acquire shares of a Fund are not parties to the relevant agreement with these service providers","page_number":190,"box":{"x":59,"y":709,"width":870,"height":12}},{"id":"fb994a0a-e43c-4f7c-8ef6-cc6dbee6e7e7","block_type":"box","text":"and do not have express contractual rights against the Fund or its service providers, except certain institutional investors that","page_number":190,"box":{"x":59,"y":724,"width":877,"height":13}},{"id":"70b0f5cd-a78b-41cd-86c3-824c89c1ad6b","block_type":"box","text":"are Authorized Participants may have certain express contractual rights with respect to the Distributor under the terms of the","page_number":190,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"9c74612a-9502-4809-b508-29dd2eaffc9a","block_type":"box","text":"relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a Fund","page_number":190,"box":{"x":60,"y":754,"width":864,"height":13}},{"id":"f299949e-172e-40f9-8c88-85c2452551b9","block_type":"box","text":"or its service providers. In the event that an investor considers that it may have a claim against a Fund, or against any service","page_number":190,"box":{"x":59,"y":770,"width":871,"height":12}},{"id":"a8a8b32e-7a11-46f9-97d3-6e750c37e289","block_type":"box","text":"provider in connection with its investment in a Fund, such investor should consult its own legal advisor.","page_number":190,"box":{"x":59,"y":785,"width":723,"height":12}},{"id":"3043c22a-fc83-406f-9665-066462eac995","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":190,"box":{"x":60,"y":811,"width":872,"height":13}},{"id":"621541b2-fcfc-4706-8e7e-1985d27ade33","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":190,"box":{"x":59,"y":826,"width":830,"height":13}},{"id":"81034f55-8113-4a41-9fdd-7d37a8ead47c","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":190,"box":{"x":59,"y":841,"width":828,"height":13}},{"id":"58a7b780-3828-4a73-8236-c9ab8b9c3c5b","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":190,"box":{"x":59,"y":857,"width":568,"height":12}},{"id":"6f36cbbf-3592-475f-9f94-bed601ab684c","block_type":"box","text":"178","page_number":190,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"6d076279-e60e-4e93-994c-04fe0d797e61","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":191,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"2c9a58d8-53df-4572-8cdc-3e66f24e92f3","block_type":"box","text":"A-1","page_number":191,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"acd217a0-cf47-4035-b9d5-24655f8fe7bc","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":192,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"1f2487f2-2a24-4ced-98b5-b3dafde8457f","block_type":"box","text":"Proxy Voting Policy","page_number":192,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"a7539dc6-0585-4403-ad55-effed7940891","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":192,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"c8530c2f-7ed3-459f-b562-304266e21d4c","block_type":"box","text":"Effective Date: January 1, 2025","page_number":192,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"beada8ca-bb00-4d58-abb0-8831835f0f7b","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":192,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"ed2bbae7-716a-480d-956a-634bce227731","block_type":"box","text":"________________________________________","page_number":192,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"8449d0d2-43b4-44ca-a23e-f36e9ecd5fff","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":192,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"04a99d96-e8aa-420a-8a12-55cd469656bc","block_type":"box","text":"□","page_number":192,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"7c6f1966-4a52-4380-b1d2-3ad1a92150ac","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":192,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"3ef462b7-25d4-4500-9fe8-3a65001b804b","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":192,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"680fcd54-aa8f-401f-9f60-91689334afcc","block_type":"box","text":"□","page_number":192,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"48d9e7c7-2262-46a3-9e76-fe3f2898d1eb","block_type":"box","text":"Money Market Funds","page_number":192,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"e937bbbe-0506-4dae-9b07-4c07ab5fa36d","block_type":"box","text":"□","page_number":192,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"1d051f6f-8ad8-4ffb-953f-bf2657883d5c","block_type":"box","text":"Closed-End Funds","page_number":192,"box":{"x":80,"y":355,"width":126,"height":10}},{"id":"d8a2cd94-c30a-4313-80ff-3b0570747a8b","block_type":"box","text":"□","page_number":192,"box":{"x":59,"y":382,"width":15,"height":12}},{"id":"5e003497-d6d7-4550-9467-52a9ca66f40d","block_type":"box","text":"Other","page_number":192,"box":{"x":80,"y":382,"width":39,"height":9}},{"id":"a57e4d2d-1414-4ba4-870e-9df3879230b4","block_type":"box","text":"________________________________________","page_number":192,"box":{"x":58,"y":419,"width":327,"height":0}},{"id":"eae754ec-f3c8-4402-a981-a14ffadb7e95","block_type":"box","text":"Objective and Scope","page_number":192,"box":{"x":59,"y":434,"width":147,"height":13}},{"id":"1aef5ba6-a9a6-4316-9c4b-b1dd304824ce","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":192,"box":{"x":59,"y":461,"width":622,"height":12}},{"id":"0142d3fb-3f84-4170-aada-45e251531f15","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":192,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"5d1c425f-9695-4368-9b9b-5421367fdd1b","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":192,"box":{"x":59,"y":514,"width":873,"height":12}},{"id":"20ca30be-181b-4ff6-8222-c9d14f5ea09f","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":192,"box":{"x":59,"y":529,"width":835,"height":12}},{"id":"218ab45d-1e28-4e3c-9a55-e36e56d2ac98","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":192,"box":{"x":59,"y":544,"width":854,"height":12}},{"id":"ec01fcde-d3be-41f8-9708-478cfabae045","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":192,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"ffd179fb-33b4-445d-b906-342304dc14f0","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":192,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"fcddc78e-4650-4d49-b555-2ce710022f0b","block_type":"box","text":"agreements.","page_number":192,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"1586f252-cd48-4b6b-be06-c5afadea0a1e","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":192,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"4ff577b2-0b91-48d1-a37b-a6bc60f99ad9","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":192,"box":{"x":59,"y":631,"width":821,"height":12}},{"id":"d51f726d-3ea4-4658-b28c-d8f57c5fa854","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":192,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"644974f6-c9d5-4e6a-9ed7-7773cc5378e7","block_type":"box","text":"any.","page_number":192,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"ea6c4f3f-8832-4bee-a1d2-8ff582d6da58","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":192,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"99085368-0c3d-45f7-8d5a-9ac513d613fe","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":192,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"a0d3ff55-6b32-4e11-98cb-e8a5ae8bbcfd","block_type":"box","text":"Conflicts Management","page_number":192,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"3b448e79-d088-4cf9-9966-5a35035cb5e2","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":192,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"dc7ef5a6-00af-4962-86fd-3b1906e35e61","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":192,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"cb0c6dcc-edc9-4719-9377-7c6582ef5b41","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":192,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"66c9233c-fbf2-4033-8509-9846da215a99","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":192,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"4c30ffa0-37eb-4068-830c-59b7121ce8e9","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":192,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"803cf8ab-926e-42c6-be37-dffacb65f37d","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":192,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"409264f3-cd23-4e5a-9ea7-ae9490c4db86","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":192,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"d64c6333-7063-4960-ac09-d50252f94345","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":192,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"e606fad6-987b-4377-8e3d-04bf3dfc76e1","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":192,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"e0d48a8c-0ca6-4323-b480-59806e702043","block_type":"box","text":"A-2","page_number":192,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"347181db-4ef7-4e49-886b-0938c8245076","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":193,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"c5eb6d37-797b-4f1b-8489-fcc2cb223fa8","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":193,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"294e72e7-3bb8-459e-b280-97d974109339","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":193,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"f39b378b-3802-4f13-aeb1-d5f215255c5b","block_type":"box","text":"Reports to the Board","page_number":193,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"0c996c8f-42c9-4f3f-b63a-91854ba39b21","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":193,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"74a030f8-9196-43cd-865d-8e1733a1f2b7","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":193,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"ade557e5-f350-4da2-aadf-a11c4dc18d75","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":193,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"f95b314c-db71-440e-bffb-73e10b9c3e5d","block_type":"box","text":"that have not previously been reported.","page_number":193,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"a3745434-282c-4f66-92c1-0e7b5d030d2e","block_type":"box","text":"Appendix A","page_number":193,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"111e5f59-a9c6-4310-b9a7-43d0d158e0db","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":193,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"bb2915e3-0640-4b2f-a705-081226afc183","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":193,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"6e4bee40-c8e3-4b7d-bbb8-4d37e020ade6","block_type":"box","text":"A-3","page_number":193,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"8b1d71d5-28a0-40fb-8462-bf7fe3691ac8","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":194,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"ffe68c0a-0612-45bc-9d00-ad46659af9ad","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":194,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"fe77b668-a735-4dc2-8f5a-7a1479821d20","block_type":"box","text":"Effective as of January 2026","page_number":194,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"a1f509e6-7990-4f37-ad1b-9bf169fade7c","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":194,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"4cb117ec-a467-4f93-b027-f62b1e6ed639","block_type":"box","text":"Introduction to BlackRock","page_number":194,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"5b4d65df-eed3-427f-a049-123f3af3e41e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":194,"box":{"x":326,"y":218,"width":530,"height":10}},{"id":"2e939eef-d2e0-490f-9b91-2084f9cd501c","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":194,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"e8ced90a-2f6e-4405-b0bb-a872405c90f0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":194,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"83000443-cad9-4cda-8271-8a369e3f6cec","block_type":"box","text":"Our approach to stewardship within active equities","page_number":194,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"a8e50311-daff-49a1-aded-bf43f89dc98b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":194,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"d1504c69-3755-45f6-a6a8-912ba504070b","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":194,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"971de5a9-6964-477f-83e6-0fd12ad47745","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":194,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"b5bd9189-8a64-4b14-8448-fe2c14641a16","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":194,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"9f9e5f2d-d84d-480c-8c4e-fbe73fc17f3f","block_type":"box","text":"Executive compensation","page_number":194,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"e7cfa25e-f206-4f8a-adfc-ee5e6210dfaf","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":194,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"d79b868c-0226-4dc9-bfb2-a20d4f0f55c3","block_type":"box","text":"Non-executive director compensation","page_number":194,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"ba61f911-54c7-40ad-a6f5-fa92ebf5c421","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":194,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"2129637d-a34f-4850-a256-b56b70fe7f92","block_type":"box","text":"Capital structure","page_number":194,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"5a67db5d-5948-4477-86fa-61e5d97a5f8d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":194,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"c7e27175-1e45-4742-b36c-39de29f8e2cc","block_type":"box","text":"Transactions and special situations","page_number":194,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"c905bbd2-8d0c-4d17-81e8-9bdafc0811f5","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":194,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"8b0a75d6-fae7-4736-8cb5-1395f9d0e1a6","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":194,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"4fcef2f3-462a-43c9-9a9f-741b8ff27622","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":194,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"36d2101b-1163-4b09-be5f-d28d5cf3bb4f","block_type":"box","text":"Shareholder rights and protections","page_number":194,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"e5d8986c-1bd3-4b0a-8d5b-5a1e2e29e312","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":194,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"7ecacc60-8a54-4f23-9533-af148d651496","block_type":"box","text":"Shareholder proposals","page_number":194,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"45c27df8-bfc3-483d-b7ba-ce6f67051f32","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":194,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"5959fa88-3cdb-4555-9536-92526479e724","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":194,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"008c8adb-613c-4525-a2be-0a56e043d11a","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":194,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"e1fdcf8d-615c-4e5a-b0a1-5fd17cd3e57a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":194,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"e9c8c12a-069a-4b61-b3ce-ddfe5f6e0445","block_type":"box","text":"Key stakeholders","page_number":194,"box":{"x":141,"y":482,"width":116,"height":13}},{"id":"185b51eb-b102-4bf9-80da-0f8213fc551d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":194,"box":{"x":261,"y":483,"width":596,"height":9}},{"id":"d5a9c7f7-8866-41dc-b786-9a78a36f7987","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":194,"box":{"x":141,"y":501,"width":356,"height":13}},{"id":"917b0d27-d75d-4d0a-9585-78f2efc9710d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":194,"box":{"x":502,"y":502,"width":355,"height":9}},{"id":"187a8126-c7f8-47d2-a348-8420e2f7b78d","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":194,"box":{"x":140,"y":520,"width":621,"height":12}},{"id":"dfd1c608-3d48-4cf0-9236-a4e212fe9dbf","block_type":"box","text":". . . . . . . . . .A-15","page_number":194,"box":{"x":763,"y":521,"width":93,"height":9}},{"id":"33ccdcd7-116e-4b8c-8a92-5f62c7c7c7d5","block_type":"box","text":"Overview","page_number":194,"box":{"x":59,"y":553,"width":67,"height":10}},{"id":"55c1c1fe-0031-4b24-803d-bd7ef5d53a6b","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":194,"box":{"x":59,"y":579,"width":828,"height":13}},{"id":"424f1d21-6c0b-4771-9d3b-c1f62a366cab","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers.","page_number":194,"box":{"x":59,"y":594,"width":764,"height":13}},{"id":"16bb1e18-48dd-436b-b5f4-8d5f9f296026","block_type":"box","text":"(1)","page_number":194,"box":{"x":825,"y":592,"width":14,"height":9}},{"id":"4d064f01-e060-40d4-a705-3e9b32056a10","block_type":"box","text":"BAIS works","page_number":194,"box":{"x":845,"y":594,"width":78,"height":10}},{"id":"6564e450-60ac-47c4-b713-c0f67da28a97","block_type":"box","text":"in partnership with BlackRock’s investment teams, excluding index equity","page_number":194,"box":{"x":60,"y":610,"width":514,"height":12}},{"id":"067c385a-2092-4a5e-8a99-129c4b7199b2","block_type":"box","text":"(2)","page_number":194,"box":{"x":575,"y":608,"width":14,"height":8}},{"id":"dc7382ff-6db0-4f24-89e8-9ec6a5206808","block_type":"box","text":", providing expertise on investment stewardship","page_number":194,"box":{"x":590,"y":610,"width":335,"height":12}},{"id":"59dabb5b-b429-4239-96d4-ebd017be63ce","block_type":"box","text":"and engaging with companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":194,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"dc9ca226-a00a-4041-a1d7-da0da8261dfe","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":194,"box":{"x":59,"y":640,"width":851,"height":12}},{"id":"6c16d638-f56d-4f1d-96b2-174d2eb4e66b","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":194,"box":{"x":59,"y":655,"width":828,"height":12}},{"id":"75cc4e37-163d-4610-8b02-b5b550e56d44","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":194,"box":{"x":59,"y":670,"width":872,"height":12}},{"id":"ca15b6f3-77a7-4285-b60f-4110193fc312","block_type":"box","text":"also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting","page_number":194,"box":{"x":59,"y":685,"width":872,"height":13}},{"id":"1c3c5387-cefb-4ae9-a64a-8d8149c4c27c","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":194,"box":{"x":59,"y":700,"width":874,"height":13}},{"id":"c388572f-b5b8-420d-ab6e-8983cc239619","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":194,"box":{"x":59,"y":715,"width":817,"height":13}},{"id":"2b23b0fb-c5e1-4d40-8d6d-b9c4e363dfe2","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":194,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"3fbcf071-c978-4df7-bd24-d5860038a8e3","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":194,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"f6ff8258-05d5-4f37-82f1-7c8d8e884f7e","block_type":"box","text":"(1) This document includes BAIS’ benchmark policy, which covers nearly all active equity holdings in BlackRock’s fundamental equity, systematic eq","page_number":194,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"afce483e-e87c-468d-bb15-09ae122e7d85","block_type":"box","text":"uity","page_number":194,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"bf15114c-3b5a-4799-ae5f-5c51fb63277d","block_type":"box","text":"and multi-asset solutions strategies. The benchmark policy also may apply to holdings in BlackRock’s index and active fixed income strategies, to th","page_number":194,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"51433b75-1e68-4f74-8c21-530a55f7e984","block_type":"box","text":"e","page_number":194,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"7226f0f2-6154-4f21-aaac-1e6d9ad7673b","block_type":"box","text":"extent those strategies hold voting securities or conduct issuer engagements. This document also includes BAIS’ decarbonization policy, which cov","page_number":194,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"0e2e3d04-0deb-4167-8225-94ba07d03988","block_type":"box","text":"ers","page_number":194,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"8285976a-77b4-4335-949e-c874c99e8ef7","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":194,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"91aea24c-c85b-4214-8150-b0c94aba49f2","block_type":"box","text":"(2) BlackRock segmented active and index equity investment functions, including stewardship, in January 2025 as part of a strategic initiative to un","page_number":194,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"dd818b9f-62f1-4b7d-8f28-660d785a3f16","block_type":"box","text":"lock the","page_number":194,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"65f6d48a-c7ac-458f-8180-573f7b0bbad6","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. As a result, there are two stewardship teams, which operate independe","page_number":194,"box":{"x":91,"y":879,"width":816,"height":9}},{"id":"7937188c-296b-4db9-82c9-b3635ace215e","block_type":"box","text":"ntly","page_number":194,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"ccd79792-a19d-4a39-a92f-56ce0f57cd57","block_type":"box","text":"of one another and have separate voting policies.","page_number":194,"box":{"x":92,"y":891,"width":274,"height":10}},{"id":"102f02f1-079d-4690-badb-fb0c946428f2","block_type":"box","text":"A-4","page_number":194,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"29d4dc32-1d2a-41a6-be53-2ad4aa477252","block_type":"box","text":"Introduction to BlackRock","page_number":195,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"179d766e-37e5-41bf-aa3c-25001c3c4829","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own — it belongs to","page_number":195,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"e155c827-13d5-429b-a7af-2a21bec14448","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":195,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"ef221b8c-d80b-4de4-a2d6-75075b94116c","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":195,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"995595c6-039f-4c62-97ab-44d30d163de1","block_type":"box","text":"clients’ long-term investment objectives and offering choice on how and where they wish to invest their money. BlackRock","page_number":195,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"99477408-bac1-42ad-a0f5-335fa6d088d2","block_type":"box","text":"then helps clients seek the best risk-adjusted returns based on those choices, underpinning this work with research, data and","page_number":195,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"3e5de4b0-a81d-477f-ba99-ecaef14a322f","block_type":"box","text":"analytics.","page_number":195,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"72f824f7-6abe-4209-baaa-dc2cb72d6079","block_type":"box","text":"At BlackRock, investment stewardship is core to our role as an asset manager and a fiduciary to our clients. As stewards of","page_number":195,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"9b9bb890-8b4f-429b-a022-8fec85e7cc84","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":195,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"355a6dec-a9e3-40ea-988f-d7a5ad244d29","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":195,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"08c6dabd-3b17-4126-b11a-9758c6a2f1c5","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":195,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"2ea5d038-2d77-43fa-8298-be16056576a5","block_type":"box","text":"which our clients are invested.","page_number":195,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"0e03dab3-efa3-469f-a177-31784e6a1b6f","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":195,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"56775fa5-8b78-4330-8aa6-36139b2377ca","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":195,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"dc2cd021-0231-4730-91fd-179cba1afe27","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":195,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"098b6493-8ab3-4f6d-973f-f7475dd099fe","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":195,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"3d547d51-482e-4be0-9946-f960e82a295a","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":195,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"e383ad11-eb34-45f9-8eb3-8fa000d41e18","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":195,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"121d70c2-c63c-4472-97c7-cfef2f3bbd2c","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":195,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"2f89c774-b334-4c92-b7f9-23ca41cf1266","block_type":"box","text":"(3)","page_number":195,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"0ec8199e-581e-4023-afe0-617970df1f9b","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":195,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"63f82d03-bf4a-4084-8079-deed033600b3","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":195,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"8d4a1ec4-7ec4-4903-a515-d75b578da5bc","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":195,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"2610b419-fe72-4226-979d-9fcef5fad857","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":195,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"2ec053c3-30f7-414f-b4ee-c65f170a74b9","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":195,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"b82c3a8b-3f36-4ada-8365-7d35522cf42b","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":195,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"cff01f9e-eb96-4256-bb0b-b43e1a64bda4","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":195,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"ebd9cb92-dd46-4352-b278-88a4d78ecef9","block_type":"box","text":"respect.","page_number":195,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"351e9463-78cf-40a1-8ca1-2d7e714801c5","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":195,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"130ba198-7598-499b-9dbd-70718e4ca6d0","block_type":"box","text":"manager has to make independent voting decisions on their holdings. For example, BAIS will generally vote the holdings in","page_number":195,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"8268899e-0c0d-41a8-ae26-11ccb9780048","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":195,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"a23f2e3e-5992-4c99-aa42-3bea730d53e1","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":195,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"ac869a96-4b4e-4054-86e6-7d1eb6c5ffcd","block_type":"box","text":"strategy.","page_number":195,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"852ee22e-1537-4d70-8469-6a5e2f803de7","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":195,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"c4667dc8-8ebb-4e65-9e1b-a39c851a972b","block_type":"box","text":"and board directors","page_number":195,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"9acb7899-2a6f-45d7-9edb-5def5d6bbd6f","block_type":"box","text":"(4)","page_number":195,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"05db0bd1-d391-4bc0-8eca-40b07a10659a","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":195,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"f9e95b4b-0903-4a6c-a726-1515eb113826","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":195,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"1f39d9b9-df14-410f-9e0a-2917f85ba1c0","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":195,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"40f4dcf3-0343-4f1e-bca6-2f5f97bc16d1","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":195,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"26e0e1d8-5df6-4aad-a1e8-9543cbb096ea","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":195,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"d49d90f0-6ea5-4cba-9950-be2dd7ba2981","block_type":"box","text":"many minority shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We","page_number":195,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"d2b9c007-0fa2-4491-9031-e0654ad48e23","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":195,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"676706ca-b957-4655-9dc6-c5226d57395f","block_type":"box","text":"financial interests of their investors.","page_number":195,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"7d0a0997-e20d-4000-a1b3-8d97ccb15393","block_type":"box","text":"(3) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":195,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"3976c58c-ec1c-4a87-b88b-f27a4fef02cb","block_type":"box","text":"lity","page_number":195,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"29ae3ba0-4f8f-450d-877f-c645510b2713","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":195,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"f0e825bb-0b0c-49c1-9c43-2c13b09a8b2b","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":195,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"168f3ee4-6ce2-46f5-aac8-9d9b64bc7239","block_type":"box","text":"(4) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":195,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"f84b1f09-6a75-46f9-8ac4-5a9f61dbcfea","block_type":"box","text":"relevant.","page_number":195,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"981f22e9-99b3-4386-9c5b-7afcb2ae45b9","block_type":"box","text":"A-5","page_number":195,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"9e531855-4834-4722-81c7-1c85240022f6","block_type":"box","text":"Our approach to stewardship within active equities","page_number":196,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"beb0daae-ca13-4bec-a7d5-6108e4f35fa9","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. The","page_number":196,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"a794148f-7b44-4d2d-80d3-87286e228aa3","block_type":"box","text":"voting rights attached to clients’ holdings are an important mechanism for investors to express support for, or concern about,","page_number":196,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"2aa9a3e2-16cd-4f9d-b388-0f0f28bd6841","block_type":"box","text":"a company’s performance. As a fiduciary, BlackRock is legally required to make proxy voting determinations, on behalf of","page_number":196,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"6fb73016-7b53-48c7-82d9-123a18a2b8e2","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":196,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"424d5e76-c75e-4226-85f2-c6ac1596d942","block_type":"box","text":"clients and funds.","page_number":196,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"750ee481-e720-4a40-8cc0-196087c7a59f","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":196,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"7384ee59-b761-4088-8d5c-71ab2bf38c19","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":196,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"b14e8188-63ff-47a9-b65a-6e05d9e6114b","block_type":"box","text":"interests of our clients as their shareholders. BAIS takes a globally consistent approach to voting but considers the different","page_number":196,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"0f7f6fec-b193-4a53-aa05-d6c7f965a5d5","block_type":"box","text":"corporate governance regulations and norms across markets. Votes are determined on a case-by-case basis, in the context of","page_number":196,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"6857d1b4-eaaf-445b-908b-8b9e62d10bed","block_type":"box","text":"a company’s situation and the investment mandate we have from clients. Please see page 19 for more information about","page_number":196,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"1e186fe3-ee65-4c68-8b8a-fd5de73c4b81","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":196,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"f2e60a0e-8d5d-4a5b-8849-434997db0e77","block_type":"box","text":"(5)","page_number":196,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"29b3ae42-ddb9-4ae4-b2bb-e7c19ab4225b","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":196,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"6e504092-e3c8-456d-a63f-b9fb8b83f50f","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":196,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"7d5c6062-4315-4330-b64b-28d3b3c4a9ca","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":196,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"11e21a90-0477-4a40-91c5-4d6e464fd51d","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":196,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"1c2686b1-0181-423b-963c-43f33395db8e","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":196,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"f4510475-4dfa-40f0-9419-fc25f5f1b722","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":196,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"b621cc47-ce3f-49be-a754-bab1bfee8ed6","block_type":"box","text":"and information in bond documentation.","page_number":196,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"a477b82d-7cc3-43e0-b3ca-202e4638a3f7","block_type":"box","text":"Boards of Directors","page_number":196,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"d2e4bfe6-a9c0-443a-8286-464a869df7c3","block_type":"box","text":"Roles and responsibilities","page_number":196,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"a37c94b1-9037-4cf6-8b9a-59e8a590f515","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":196,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"37550916-b34b-44aa-9288-16230df06794","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":196,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"352300a0-819c-4473-acb9-dbc445c55469","block_type":"box","text":"(6)","page_number":196,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"9a159417-79a3-411b-ad32-a3e87103b072","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":196,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"45e39eb4-0501-48ff-be36-cd3525054780","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":196,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"82ad9c0d-e5f4-40b2-85d5-b1351ad5f855","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":196,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"001cea66-90fd-4c02-be61-95502ab8fe0e","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":196,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"9bc356dd-acda-4305-9758-7ebcbf23ba34","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":196,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"e5a71543-f79c-444f-86f8-227d627ba5da","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":196,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"fe0eae20-05d0-40bb-acc2-fdaf0ed8f1eb","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":196,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"9819d1c4-9797-4fa5-ac2d-fcacc97f8a75","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":196,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"83a4bf24-dbba-46f1-890f-b2d45442fbd9","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":196,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"d150ddf1-d0ee-4ef4-b867-4d5c6f3608e4","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":196,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"39e6608a-fbbc-4080-9f04-92b4a954476c","block_type":"box","text":"Composition and effectiveness","page_number":196,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"f20c9750-1688-44a1-b4ae-86b816dd5309","block_type":"box","text":"Appointment process","page_number":196,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"6ec05d54-128c-4390-8436-5700842394de","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":196,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"1a06f2e9-2129-4cc8-83cd-eb802868318f","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. Generally, the board or a sub-committee determines","page_number":196,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"780bee06-94de-45f7-9f74-89c03e74c4a5","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":196,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"0c47abb2-28b3-4479-aa8c-824321d10ed4","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":196,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"d69d2b45-2c5b-45ad-ae1c-ed5f9aecf652","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether the skills and","page_number":196,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"624a5625-f9fc-4f19-8721-441f08167db8","block_type":"box","text":"(5) Non-index equity strategies include active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions st","page_number":196,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"63893841-ab57-4fb3-b44d-e5189cfcff25","block_type":"box","text":"rategies, as","page_number":196,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"ec49b0e0-e0c0-46e5-a6ee-768adc672d5e","block_type":"box","text":"well as holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting securities or conduct issuer eng","page_number":196,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"2182c400-919c-4247-aabe-55ea89df7e0c","block_type":"box","text":"age","page_number":196,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"09361234-b7e5-4471-b938-a5d9f1d57047","block_type":"box","text":"ments.","page_number":196,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"edda402e-818e-43ce-89b0-b23c673202f1","block_type":"box","text":"(6) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":196,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"c2a26b70-9932-462f-8e47-1d53fa6baeda","block_type":"box","text":"examples.","page_number":196,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"c9b30d5b-b072-467d-ba04-1d3395be58d2","block_type":"box","text":"A-6","page_number":196,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"cb0c51f5-26b3-4763-9340-c1620b985750","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":197,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"90a7733e-e892-4daa-9662-2afa5534168a","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":197,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"45f0d606-f774-45bf-af44-e57662611904","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":197,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"a95bf035-5cdd-4e86-bdf0-644b983c42da","block_type":"box","text":"Shareholders periodically vote to elect directors to serve on the board. We do not prescribe any particular board composition","page_number":197,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"2daa769d-b544-4281-9109-d3c48962c484","block_type":"box","text":"in our engagements or voting but seek to understand how well placed a board is to act in investors’ interests. We may vote","page_number":197,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"86836c2c-2c8f-4bdf-8022-93fc348982ac","block_type":"box","text":"against the election of the most senior independent director, or the chair of the relevant committee, where a company has","page_number":197,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"2b1d5e51-d40d-4272-9b5e-420af853e5d2","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":197,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"2dc13d96-ea10-4d31-9f3c-3aa5cf9fd8b9","block_type":"box","text":"of skills and experience amongst the directors to support strong financial performance over time. We may vote against newly","page_number":197,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"33085a94-7f7d-4203-8002-436c9b377644","block_type":"box","text":"nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s effectiveness.","page_number":197,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"b8b68a64-c4ca-4495-8b2a-491a77948924","block_type":"box","text":"Independence","page_number":197,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"7e7a3dfb-cf08-483e-a41e-277a6d86df52","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":197,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"dd8a66a8-f87c-4d20-907c-4cf97aabb50e","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. We consider","page_number":197,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"6ac89499-80d0-4fd1-9329-c3b2268e8eb6","block_type":"box","text":"it good practice for at least half the directors to be independent and free from conflicts of interest or undue influence.","page_number":197,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"c8dbc084-a72c-477e-947e-51db9d648b89","block_type":"box","text":"(7)","page_number":197,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"403af818-9861-4930-8a9a-b0a83155939f","block_type":"box","text":"This","page_number":197,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"80861744-60de-400d-901a-0ac01afb6ec7","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":197,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"e2f61d7f-18d8-45ea-a884-3e170d47d30b","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":197,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"d2d00574-958e-46f3-aa22-06a27bb48ed3","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":197,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"47dec896-e207-41d0-b5c6-a830c9054de4","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":197,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"aa1db81f-e69a-4c32-b42c-531651902b9b","block_type":"box","text":"is a perennial issue.","page_number":197,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"68d055a8-b032-4226-a7ba-dd5235ac09a4","block_type":"box","text":"Independent board leadership","page_number":197,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"bbca145d-2050-46ce-a33f-09f22ea9d74d","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":197,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"9946c9ea-ef41-441b-a461-c2b24f9d17a1","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":197,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"2343695d-e3b0-489c-b709-2e0a625df273","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":197,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"ccf2ca22-7028-4823-b422-3bc4f3797943","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":197,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"0f336d27-a0dd-46b2-8149-7c072edfb73f","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":197,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"34326565-ee2e-45fe-9371-8573c49e53d1","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":197,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"dd8f0a26-025e-4320-96ff-0ffdce67c4c3","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":197,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"63f80b7a-66f6-4ba1-86df-e1be92cc6126","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":197,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"30c161d5-e7b4-448e-a938-32721eb6f2eb","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":197,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"e503c4cf-1883-43c2-8be3-893492871a3e","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":197,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"cda190c6-cf95-4d32-8f14-92367f0e899b","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":197,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"86a0009d-aa95-4088-97a5-7a5e92c9afea","block_type":"box","text":"Tenure and succession","page_number":197,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"a7ef2125-0140-44d4-be8b-7fa4fa3b98a2","block_type":"box","text":"In our view, it is good practice for boards to establish the length of time a director would normally be expected to serve, in","page_number":197,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"d1ee6440-88c0-4425-9f0e-e31a810c8047","block_type":"box","text":"line with market norms where those exist. We find it helpful when companies disclose their approach to director tenure","page_number":197,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"01fbafad-4c46-49fe-a77c-8a6bcdf4e994","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":197,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"084b5637-d3c3-4179-aca1-2541872291ad","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":197,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"69acc931-1d11-4397-8b75-fc0b1e741baf","block_type":"box","text":"management and involvement in past board decisions.","page_number":197,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"f750397e-354a-4b76-b321-d5d6de5b0754","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":197,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"42361425-c8d5-41b6-ac26-bfabd468f207","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":197,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"ba83ecbe-c43b-41b3-af03-756caef2b64a","block_type":"box","text":"long-term knowledge of the board and company.","page_number":197,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"275da835-6e9c-4c36-96ae-da849b3c2eb9","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":197,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"b81e7e5a-f555-48c1-a2e8-dec4108d9a7d","block_type":"box","text":"may vote against the election of the chair of the committee responsible for board composition if a company does not clearly","page_number":197,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"3a34d7ba-c542-4080-a130-352366c5dc6c","block_type":"box","text":"disclose its approach to director tenure and board renewal. We may vote against the election of directors who have served for","page_number":197,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"6b0034d0-5519-48e6-acc4-a05eb922e431","block_type":"box","text":"more years than is typical in markets with specific guidance, where the case for their continued service is not evident.","page_number":197,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"d15a6b52-a869-43d6-9223-d8d023193f7a","block_type":"box","text":"(7) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":197,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"3bed6b88-c694-42b7-8c5f-823652e54607","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":197,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"7d4ddcef-c723-4f4c-bb41-9be47fb2fb31","block_type":"box","text":"rest,","page_number":197,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"4243b0f8-3ab1-4597-b47e-76b611c261ef","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":197,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"4869a6b5-ec0f-447e-83e4-cfa44e17e084","block_type":"box","text":"terests","page_number":197,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"d4371c1b-a3ce-40b1-b7bd-c68bee570ee6","block_type":"box","text":"of the company and shareholders.","page_number":197,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"120a9813-b7c2-4b07-88d3-561c9488d07c","block_type":"box","text":"A-7","page_number":197,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"728970cf-f964-4e4a-af8b-ea38e0de03bf","block_type":"box","text":"Capacity","page_number":198,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"d0b29e42-f915-4a5c-85b9-b3332e39f5b4","block_type":"box","text":"To be effective and engaged, directors need to have the time and energy to commit to the role. In our view, an effective board","page_number":198,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"5a3dac50-02a6-4556-b5e4-a0716c423f90","block_type":"box","text":"will assess the ability of its members to maintain an appropriate focus on board matters and the company taking into","page_number":198,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"50d628e3-0433-4f9a-b8c1-4057a52da8af","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":198,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"c7c39144-048a-42c4-9ba0-32df9b81513b","block_type":"box","text":"required time commitment but note that they are generally more intensive than a standard directorship. We will take local","page_number":198,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"10e25131-a5f7-47be-830a-01beb12f2d16","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":198,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"f7c1c23e-fbc2-405e-adf1-69d14a2671a2","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":198,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"5e0d0465-7975-4c0b-acc7-3dafeee7cdb4","block_type":"box","text":"the board and company.","page_number":198,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"d40b91b2-4280-4f10-ab96-ed9b50e9fcf4","block_type":"box","text":"Director elections","page_number":198,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"a9dc8199-8e85-4779-b67a-21effa4973a0","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":198,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"64c3296f-18d5-4a03-9e6b-f3248efaaa39","block_type":"box","text":"(8)","page_number":198,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"62ff4ee0-4ac2-4852-8337-965976851f10","block_type":"box","text":"may be justified by a company when it needs consistency and stability during a time of transition, or on the basis of its","page_number":198,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"fc13c1ff-23be-47c0-b3f2-48ec18bed98b","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":198,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"1c57ab4c-2005-437a-8096-9d4703b552ff","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":198,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"f68efe63-8142-463c-9dbf-531c20410470","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":198,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"5b60ba41-4145-421f-84e5-2d400bcd9b01","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":198,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"bb831161-7e36-441d-b6d7-545001b72fb5","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":198,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"d1df3e8b-f729-4d7e-938b-83ce76782335","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":198,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"b329c9a3-6965-456e-b7d5-6a98c5017fee","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":198,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"af336526-6d84-4180-9d7d-4fc6dc0437da","block_type":"box","text":"best serves investors’ interests.","page_number":198,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"f441e015-7c25-43ad-9211-2f2376d2c61a","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":198,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"ae7849ae-92ca-4c80-b362-991bf34ec630","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":198,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"a9f49d5b-960c-4ffb-a0ce-1cd5465bdbab","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":198,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"47e5d55f-31b2-4bdb-a1c5-76f25245f9f6","block_type":"box","text":"Committees","page_number":198,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"d0ea07bd-d5f6-4f23-8a9a-f6d674f90821","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":198,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"7c93f4d4-c74d-40ec-aeca-d123c97e1754","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":198,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"bca08d72-dbf6-4235-af6d-dbfe08f40cf9","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":198,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"08c1f1ff-6dbf-4005-8300-a4ee0d50418c","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":198,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"356f4383-9b7f-4e5d-be30-666d37331471","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":198,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"1337c2b1-43aa-4c44-8633-8a364280418b","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":198,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"fee8b996-28ec-4145-b426-31f1f55eaa7e","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":198,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"346d770f-4b47-490b-aa0f-188ba906b8c6","block_type":"box","text":"most common committees include:","page_number":198,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"a8801c91-8042-46b8-8ec4-aeab5a64bcfa","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":198,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"179cd03a-d2cf-47b1-8c7b-443d154215c7","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":198,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"57b5e18c-20bf-48e8-a067-8684aac8e773","block_type":"box","text":"whistleblowing mechanisms.","page_number":198,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"83711d49-b215-4523-b9ea-ceb5b9da07c8","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":198,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"e78c37b4-bd4f-478b-87cc-436000a610cb","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":198,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"f9f81937-d4d0-44dd-a6c2-438adc3c6e05","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":198,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"c0604ff8-b462-455a-aa09-a87018605b6d","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":198,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"74828ff9-0f76-4e26-8dbe-6d7d8271a17d","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":198,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"038ed479-fb12-4f15-9ad2-fd6cf614de82","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":198,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"8ca9d62a-956f-4e63-848c-88cdd091a89e","block_type":"box","text":"wide compensation policies.","page_number":198,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"4ae8760c-bf22-4f54-ad06-50d3e0847568","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":198,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"c65d8ccf-74f7-4f45-9e12-ec57e93a7e65","block_type":"box","text":"concerns about how a committee has undertaken its responsibilities. We may vote against the election of the most senior","page_number":198,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"ccf2e301-abfd-46a3-9931-d4037298532f","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":198,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"8d641765-0f4e-4eeb-a031-e83bd8df5ca7","block_type":"box","text":"(8) A classified board divides the directors into classes with different overlapping terms. As a result, only one class of directors stands for electi","page_number":198,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"7d7713f4-5ea3-48d4-b243-fa84f6862dbf","block_type":"box","text":"on in any","page_number":198,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"5d5125c9-e86b-4f8e-9b77-c975f490002a","block_type":"box","text":"one year.","page_number":198,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"14e3b691-e25a-496b-bde1-26b1a4b9e6eb","block_type":"box","text":"A-8","page_number":198,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"7efe4e78-f371-4288-9bc6-f00d5c9d505d","block_type":"box","text":"Board and director evaluation","page_number":199,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"39bfd37c-7811-46e0-be20-233394c8a8dc","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":199,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"6e23a425-3914-4abf-96f9-a7ff1039bd81","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":199,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"04ddc538-5149-4c2b-8779-86ad56f8792a","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":199,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"22530990-6b8d-4b25-8857-4dda18478358","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":199,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"0df14c8f-804e-46cb-9196-a0ecb1f148d4","block_type":"box","text":"Access to independent advice","page_number":199,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"2cf8f3d7-92c3-446f-aeb7-60669a516fa1","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":199,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"9d13b89e-f8c0-4c50-972d-69c9953f5783","block_type":"box","text":"independent advice. In certain circumstances, it may be helpful to boards to retain independent third parties to advise on","page_number":199,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"2dd8529a-6f53-4117-bc3a-4286f252763a","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":199,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"2f74a110-e2a7-4736-a8c6-7b9b51bfb54b","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":199,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"6b13e12a-2eaf-4e15-9a65-5a60b0da0a0c","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":199,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"94f2c5ba-d2e7-4caa-9a46-e1125bce6317","block_type":"box","text":"succession planning.","page_number":199,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"3feef3b6-6eab-4d04-bddb-798b60862760","block_type":"box","text":"Executive compensation","page_number":199,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"23f010c8-a908-405c-abc1-c79b590c5c13","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":199,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"eebc0660-9d67-4c83-beeb-62301d81a8e1","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":199,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"38429c50-f7cd-4c62-a9ab-f74496c0ac3f","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":199,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"a5d8cd7f-f631-486f-bf4a-0bea7638b956","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":199,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"374b3d45-9484-457b-b7ff-47a57e69a7d9","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":199,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"1bf575b6-74ee-4e8c-8afd-198956923f0b","block_type":"box","text":"metrics, and pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market","page_number":199,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"65e64180-8432-4b71-8e1e-0640defe179c","block_type":"box","text":"norms and benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the","page_number":199,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"2619902b-fa17-4218-8a4c-b723f47a8b68","block_type":"box","text":"company, its sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":199,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"7f91a96a-882b-4412-b68e-d8d7b998dc0d","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":199,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"071f6cbe-94b3-447b-aa6a-586a91247b17","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":199,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"1cabf714-b42d-4179-bd9c-3790fb131015","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":199,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"4d06e178-0f98-4f11-a57d-975e95d787f4","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":199,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"6ede5213-1846-43b6-a6fc-36fa5594546b","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":199,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"8269fb70-fd22-4b1c-b57f-028c4ff6cb4a","block_type":"box","text":"company’s size, sector and market.","page_number":199,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"901e4677-7128-4ca7-bee5-2836f1cff30d","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":199,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"344b8b81-cd59-4e3e-9766-c132d5897395","block_type":"box","text":"objectives.","page_number":199,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"deea5e0b-7d87-4e30-bab7-a409e3fad1dd","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":199,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"ea2f6ac9-5a16-48ad-9bb2-5fe102d1e394","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":199,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"4f2d6fe8-d86e-4989-8080-842204586a38","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":199,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"99fefb98-6189-4422-b944-a47a44e1a4ab","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":199,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"c49cd1dd-2d3d-4317-966b-057963469e75","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":199,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"f82ad425-4902-4540-a193-c08ff385288a","block_type":"box","text":"transparently.","page_number":199,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"6c7fc0b1-3759-4d4d-b941-3bdfc7565930","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":199,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"59402ba5-af9e-4244-bca5-86e85af7754f","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":199,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"d6a29293-167e-43b9-a59e-6e9128a5725c","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":199,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"5cf8ba31-01ba-400f-a796-26d19753a4af","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":199,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"ad0201ff-cf06-42d1-a039-3478d4125b2c","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":199,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"be455c17-ac0a-4d89-8e41-e9bb3242b75f","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":199,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"b6cad6ee-54d7-4107-b918-7f31494ff3cc","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":199,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"cc64624e-b60c-434c-92ff-4c0b470de3a0","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":199,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"de457bf7-70fc-453a-9485-2619606e7a38","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":199,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"9473028c-ae76-4fef-b5cd-4a1d8a407fd0","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":199,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"abab469f-3b36-4cde-8436-8c2b7be62760","block_type":"box","text":"independent director.","page_number":199,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"68c08c07-53eb-407c-b317-aeb8e554e51b","block_type":"box","text":"A-9","page_number":199,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"d2d4d771-74fa-408f-adb5-b4d6145ef313","block_type":"box","text":"Non-executive director compensation","page_number":200,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"3920a6ea-a4c4-453b-bc22-2c5907486636","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":200,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"8ce0f1bf-b700-4990-804c-21c7fb573a15","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":200,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"0abc619b-f069-4294-abce-4adae450c981","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":200,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"93d9209a-45d1-4c22-8a5d-bf2909c5dee7","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":200,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"fb5b7e14-b9c3-46ed-bc42-3b5a8fb5fa42","block_type":"box","text":"Capital structure","page_number":200,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"c29904da-5df3-453d-bae5-7de10d2ebc32","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":200,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"be39ef79-5d2b-47bc-ad91-33efe6e5657e","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":200,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"80ee04c9-cdc7-4d23-91d0-6053ea9a0b50","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":200,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"dc2f5496-020c-4d52-8607-8b92854388d4","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":200,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"d17dfa29-0a0f-459c-9cbe-7b9b1d6edf71","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":200,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"50aafa89-f0bb-46ae-bf22-c1b4f3f7c046","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":200,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"aafc2b78-38cd-43e3-9e5f-d370a8c6a4d7","block_type":"box","text":"Share issuance","page_number":200,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"93b48482-ba6e-4f67-9346-329f54bc9174","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":200,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"0600094f-2319-4f6b-834b-fe04bc13630b","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. We consider it good","page_number":200,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"c6db2ef9-f0ee-4746-8d2e-1ed2301d21c0","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":200,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"b152657d-140f-477f-a07b-baf802591f2a","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":200,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"675023b7-73ca-48b3-90a7-75ea4e266f2e","block_type":"box","text":"Share buybacks","page_number":200,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"c39adfaf-d8cb-440b-86a5-3628be5ed3b3","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":200,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"c3df7745-8573-40d3-a056-2db0485fd8ca","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":200,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"1feb439d-4de7-48aa-947a-2a0bc9933630","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":200,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"5c5b295d-c3cd-4d92-b465-ff6c1812d712","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":200,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"03932d84-c808-450d-9339-b9e5705adce7","block_type":"box","text":"price. We consider it good practice for companies to seek regular approval of these authorities to allow shareholders to take","page_number":200,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"22402b73-78f4-431e-91f1-3da15d43af32","block_type":"box","text":"into consideration how prior authorities were used, as well as the current circumstances of the company and the market","page_number":200,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"be8564f5-8dae-4495-a293-0122709307eb","block_type":"box","text":"environment.","page_number":200,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"b080fc51-a758-412a-8920-db767559e407","block_type":"box","text":"Dividends","page_number":200,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"ef259341-599a-4149-b638-a4e93cb521b0","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":200,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"76c258e2-d5b1-41d3-8219-40c8068e9561","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":200,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"8ce74ad2-a609-4cb3-87bf-d78f93c78505","block_type":"box","text":"Differentiated voting rights","page_number":200,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"3fe3d25c-f0e2-46f6-b1b7-da0b7a3ec95a","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":200,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"fa7925a2-4951-4a8c-8aae-ebe7e69f7277","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":200,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"d6092c31-be9b-469c-8da6-336b601f8f42","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":200,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"a141c0ed-b3d8-4ecd-b17c-d755ba2f19a9","block_type":"box","text":"periodic basis.","page_number":200,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"eb841a41-d87a-4f28-8961-c6a86db7a180","block_type":"box","text":"Transactions and special situations","page_number":200,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"8feddd5a-6f89-40a6-a770-c2a0401076c5","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":200,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"dc3a4af7-9ecc-4341-b7ec-f27e83592ab6","block_type":"box","text":"proposals.","page_number":200,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"ae74bd70-ae38-4a18-8663-71b259084edb","block_type":"box","text":"Mergers and acquisitions","page_number":200,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"0aface73-2850-4dd7-98fd-010806f16ad6","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":200,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"c0433c9a-8163-4492-9d59-ea09b9f72432","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":200,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"407c45b7-67fc-47f8-921b-5c4df122dd5f","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":200,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"73b6ee96-b7ff-4f61-a8f4-8176d830a142","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":200,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"fc3f440d-6c6c-4dd7-b6c9-aed5f0213e68","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":200,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"38e755cd-acea-45a3-83c9-34735cbb2c75","block_type":"box","text":"shareholders.","page_number":200,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"a1304532-0b0f-42d2-99e2-2e82b8804425","block_type":"box","text":"A-10","page_number":200,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"3c791fbd-63b7-452b-afa8-0845aa1a83ef","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":201,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"4c5b7067-7bd0-401d-92f9-2ec7830f0656","block_type":"box","text":"Anti-takeover defenses","page_number":201,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"a6acd684-69b8-44e8-9583-0ed73ec3cc9f","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":201,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"63ff791d-2e56-472c-b99a-0aff52c989cf","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":201,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"eb1e1acc-f421-4128-b0c1-12bc77105a72","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":201,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"9f576cce-a3e2-4b8b-947c-19387a4fe230","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":201,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"03379203-8ed9-4efe-9f52-b2d2abede623","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":201,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"536e1fbb-faa5-4b32-bbd0-21cef3fc88c1","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We","page_number":201,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"9a2c7d39-9aae-404f-ac36-e6633412524b","block_type":"box","text":"consider it good practice for companies to put to a shareholder vote any mechanisms expected to be in place for more than","page_number":201,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"ce21efa3-889e-44f2-81c3-15ca1e09c666","block_type":"box","text":"12 months.","page_number":201,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"8539900a-ef42-43b9-b0ec-2bf09ed1ac3b","block_type":"box","text":"Shareholder activism","page_number":201,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"89dc3939-3fa4-4d31-a624-01473568278d","block_type":"box","text":"When companies are the focus of an activism campaign, we may communicate with the activist to understand their analysis","page_number":201,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"d8959ddd-8734-46b3-bf8d-5caffad80130","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":201,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"4803a87a-9232-4808-abea-0ee76cd7bd3c","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":201,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"9d059d5f-2af7-4b0c-a1a2-e0fbf7e6a75a","block_type":"box","text":"factors, including the concerns raised by the activist and the case for change; the quality of both the activist’s and","page_number":201,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"59dcf07e-e42e-4cb8-99ca-4c337fab4702","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":201,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"79ab4ebe-7e4c-4881-96b3-d653eb8f056b","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":201,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"3fe4669f-2921-4599-9b70-c3f4cac71338","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if BAIS, in its independent judgment, or the relevant","page_number":201,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"58c01811-3f28-4a2c-83c2-cfae7058ff83","block_type":"box","text":"portfolio manager has determined that there is a case for change to enhance shareholder value, or if the incumbent board","page_number":201,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"03ff9c72-a349-4e4f-8dfd-6bf19d1298ac","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":201,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"4e7572dd-158e-42e2-8209-fcb04b14bff9","block_type":"box","text":"interests.","page_number":201,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"e83e4deb-2064-4dcf-8861-6d947cedab8a","block_type":"box","text":"Significant shareholders and related party transactions","page_number":201,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"f1ea82b7-d132-422e-b61b-9bd00cfe398d","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":201,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"cad4cbd9-2ce3-4666-b7dd-c31caa486214","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":201,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"46e443d8-0d36-47b5-a6ec-30015b72aad7","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":201,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"94ec90a8-31b9-41b4-97b5-21c2c43140e7","block_type":"box","text":"with the public company, to be disclosed in detail and conducted on terms similar to what would objectively have been","page_number":201,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"4a231a1c-e3cd-4f59-8883-655a5636984f","block_type":"box","text":"agreed with a non-related party. In our view, such transactions should be reviewed and approved by the independent","page_number":201,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"653dff3e-1e7c-406a-a05d-f1d7cb011112","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":201,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"0e62b59c-89ec-4c81-931f-603eab215240","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":201,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"d24bc7d5-06c5-4c8e-abf6-adbd9794c9e1","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":201,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"931d9b7c-99d3-41b1-b496-f8af77c947d4","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":201,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"b88a0e11-60c4-40d8-84d9-c6ee2abe3b8b","block_type":"box","text":"the company to create shareholder value over time. We consider it good practice for the board to oversee corporate reporting","page_number":201,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"ecda24bd-73fe-4225-bcf5-3b4bc4a18bb3","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":201,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"d9b92450-f819-49e8-9030-57a5b347dbf0","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":201,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"d86339f3-b665-4a8f-8226-4343afbca953","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":201,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"7e718463-ccc8-49d3-9619-258abee666e1","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":201,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"b8507933-8487-4bca-b88f-6398dcac0d96","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":201,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"dd7bd604-fa36-48c4-a588-d29ed120f609","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":201,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"8797bb34-8dbd-440d-bdd2-b83fb81ca741","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":201,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"9f823c4e-6791-48c8-8b5c-fd8aa9252753","block_type":"box","text":"and the implications of these, disclosed.","page_number":201,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"c6bda23c-d523-4ce2-9222-529b2423135f","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":201,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"b7ef1017-fce2-4c53-b483-5d618d51af22","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":201,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"a61f60c1-7289-4391-b5fa-fdcb9b811ef9","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":201,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"1f053b1d-105c-4400-b5ab-c469f3b0defa","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":201,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"f2f20070-440a-4bac-9337-0d47e3b3b775","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":201,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"da4d19c7-8546-4f9b-911b-777ddc165e11","block_type":"box","text":"external audit process annually.","page_number":201,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"4391470a-0a18-4cf6-a10b-c5b372a93a5c","block_type":"box","text":"A-11","page_number":201,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"1b711ceb-a3ae-4b27-ac3b-1b2956469b65","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":202,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"6c33d2ce-89d6-4523-9ffc-5c39c3a8a987","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":202,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"9f75fefe-bff3-40bc-9971-1e2ded649cfc","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":202,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"18f4db24-cada-471e-aa55-2d59d4d695bb","block_type":"box","text":"(ISSB) is one entity working to meet these objectives through its reporting standards, which may be helpful to companies in","page_number":202,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"5c36b178-3e0c-48c4-956a-c9217bd4d5ac","block_type":"box","text":"preparing such reports.","page_number":202,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"69a498b5-2898-464c-9ba4-013c6b25e899","block_type":"box","text":"(9)","page_number":202,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"1b0a94a6-c4e2-42f7-b2b8-e79b5bf3079c","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":202,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"79f9532a-a53d-46ab-b986-0d365fa86502","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":202,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"967abb09-b0d7-47d7-8cac-f94192de237f","block_type":"box","text":"(10)","page_number":202,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"d4aa338b-64f6-43b5-b203-e697cf0a1dcf","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":202,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"f4237d1f-3d7d-469c-b000-ca4bedaa27fb","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":202,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"bd076676-87cc-4934-8fbc-4d0261907681","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":202,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"6810524f-e25d-480a-98d3-9a66fa805249","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":202,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"fb597dfe-4e38-49e8-9fd9-c2e9e57833f7","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":202,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"d2f32a23-aa5c-4d15-b331-0e4c30f89a93","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":202,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"dd650cdb-3184-4734-9d12-423b46e5fd7a","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":202,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"e9e3d543-ce8d-479c-826c-bf009278e5f3","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":202,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"8af96589-3e86-44e2-87dd-5114b310fc53","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":202,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"602d272c-82cd-49c6-9f5c-0a021b1ef92e","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":202,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"0c2c617b-9d83-4aa5-88cf-ada858fae25b","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":202,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"bbdd2d69-ca5d-4100-8692-1f7cac662caf","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":202,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"6c024960-382d-4933-948f-f65799bd88cd","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of corporate reporting or the audit. We","page_number":202,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"642c4881-e24f-46b2-96c0-61da7565bb55","block_type":"box","text":"may vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about","page_number":202,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"b680ccb1-518a-49fd-98e0-43c5701ccc17","block_type":"box","text":"the auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board","page_number":202,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"809e0aac-f409-46aa-b020-2e56a2ace561","block_type":"box","text":"has not established reasonable remediation plans.","page_number":202,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"5dba2718-96f8-4ae8-abcb-3fb01e29f138","block_type":"box","text":"Shareholder rights and protections","page_number":202,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"79db50dc-a0e2-4660-bfcf-72b74533fbf4","block_type":"box","text":"General shareholder meetings","page_number":202,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"f69b3439-98ff-40af-b320-78212ccee543","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":202,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"f13b6c16-0a70-49b7-b4e4-ddf54eba9719","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":202,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"141f1771-9b53-427a-ad55-131fbf95aa37","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":202,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"ccc12b1b-4535-4474-af10-34b4d3d904ff","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":202,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"c074ed9f-79d7-4e37-a07e-80d9da530682","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":202,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"c8939c16-30f2-4a24-b751-f605589c7aa0","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":202,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"c3b7d08b-e2a9-4884-839a-71955a492813","block_type":"box","text":"manner or do not provide sufficient information for us to make an informed voting decision. We may vote against directors if","page_number":202,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"f0290e46-d43e-4113-9e46-931a8048d1a9","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":202,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"46a63c82-df91-4b72-86f7-6c2cb9a5479d","block_type":"box","text":"Bylaw amendments","page_number":202,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"52db78fd-2fc3-4712-924a-37264cd672ad","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":202,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"7b4d13c9-46b8-47f2-81e4-cc0c26f73ec5","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":202,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"9ded738e-59a8-4000-8f94-5db4ae7930b4","block_type":"box","text":"to a shareholder vote.","page_number":202,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"fd8ddfe4-3d30-45a9-afda-5f3f7c1e86e7","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":202,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"112554d8-7c49-4422-bb18-e74cebfbaf7a","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":202,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"ae31dc03-4483-4216-88c8-06dfae962a73","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":202,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"9ffbd7b1-6c26-46ba-a57c-4c946acc558f","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":202,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"ed051a1e-afb5-4031-8de0-707a790c5429","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":202,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"135e6c6e-ce7c-4774-840b-18bb35a7d2a0","block_type":"box","text":"(9) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. Please refer to the","page_number":202,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"cd52299b-f33a-4b12-88f0-2b1dd60bb9dc","block_type":"box","text":"IFRS","page_number":202,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"22107e45-3f55-41d8-8836-f0e9c49d212d","block_type":"box","text":"website to learn more about the framework and standards S1 “General Requirements for Disclosure of Sustainability-related Financial Information”","page_number":202,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"01217608-f7d3-4e25-9edf-f5b64fbfba9a","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":202,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"92c55bd9-453f-4a0f-8498-13faa66ec204","block_type":"box","text":"(10) See, for examples, https://www.ifrs.org/news-and-events/news/2025/06/ifrs-foundation-publishes-jurisdictional-profiles-issb-st","page_number":202,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"82c7b808-6b99-4bcd-a413-e0e8aa905f0c","block_type":"box","text":"andards/ and","page_number":202,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"16da502f-f081-45c9-8ce3-a9d137a059b3","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":202,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"ff9d9b9c-cfa9-4c0d-bf38-8726699d2c90","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":202,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"40d5be7c-6708-48b6-965d-c907a4031f57","block_type":"box","text":"A-12","page_number":202,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"0180034e-2ccd-497a-9589-fe644c6dd91d","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":203,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"4f0deb68-44ed-4f17-9d13-f1fdd2bb1f14","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":203,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"2c3d15b3-9a79-4d65-8709-af9590c88b6b","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":203,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"b51666ab-469e-46f2-abe6-d96dcc8bf2b8","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":203,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"72940b13-0fa2-49d3-a84d-e8fc6b55dc1b","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":203,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"7eddf86c-7040-4d5f-a48f-54af6ceac73e","block_type":"box","text":"Change of domicile","page_number":203,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"69ab6832-4052-4838-8dcf-8c433df3c8af","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":203,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"fddba1d6-6c12-4211-82d1-287d7839dbf6","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":203,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"36594f19-a295-4042-b700-6f6b221d27c5","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":203,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"cfc7e68a-83c9-4e23-84a7-17f1f51afe02","block_type":"box","text":"financial interests.","page_number":203,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"78d44fa9-bbe0-4597-83a3-47686a3e1327","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":203,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"a42aa780-e531-485d-9f15-af069b9d2e21","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":203,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"a6f474ad-ef84-4df0-aeba-a372fd0b2741","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":203,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"57a41be8-eb58-4667-a234-bf086bf0e78d","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":203,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"17967ee8-46ca-4357-881a-2f8f36470d97","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":203,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"5b8296ed-deb3-49d4-b75f-7375688af3dc","block_type":"box","text":"not provided a credible argument for change.","page_number":203,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"0523090d-bc16-43ed-8b6f-5b859d1601da","block_type":"box","text":"Shareholder proposals","page_number":203,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"f468429b-7946-4c56-b069-1d60d8879f1b","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":203,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"51fa1ee3-c105-44ed-90ee-88501b2f3f66","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":203,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"1599798f-af35-4db9-b185-10c12c103cd2","block_type":"box","text":"majority of votes cast at the meeting. The topics raised can address a range of matters that may be relevant to a company’s","page_number":203,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"9360cdb2-8bde-4afa-9cb2-d531994dd545","block_type":"box","text":"business.","page_number":203,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"112ca716-3f6d-4d42-ad64-d58853b3348a","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":203,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"48b45cb7-7eff-4c42-afb3-40789232ec40","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":203,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"1ff4f8b7-67b1-4821-9c59-bd2638e5502e","block_type":"box","text":"being acted upon might have on financial performance.","page_number":203,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"bb2665fd-d7dc-4bb2-897e-15740fcc7230","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":203,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"3a3673c4-a5d6-4b3b-ad90-9d9a5cd99db6","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":203,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"3e464a4f-7202-4b6b-b991-94d389174ddf","block_type":"box","text":"interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so is aligned","page_number":203,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"032562f2-5db7-4921-be9c-ff21cdd5979f","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":203,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"fb54bcbe-cc5f-4119-9f74-91f8bc5c45b2","block_type":"box","text":"company, seek to alter a company’s strategy or direct its operations, or are unrelated to how a company manages risk or","page_number":203,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"728c4a63-6160-466d-a465-f7fb5eb5b595","block_type":"box","text":"generates financial returns.","page_number":203,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"1e33dfe5-02ec-458a-8753-48100a521e5b","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":203,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"b590184a-f924-4b26-b82d-f44ecca434a3","block_type":"box","text":"on how we can interact with the companies in which we invest on behalf of our clients, including our ability to submit","page_number":203,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"cbff3e2b-2afa-4b99-aa46-cc55498fad4f","block_type":"box","text":"shareholder proposals. We do not submit shareholder proposals but can vote, on behalf of clients who authorize us to do so,","page_number":203,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"20b8b6b9-d3e0-4288-aaf7-499f69dd7057","block_type":"box","text":"on proposals put forth by others.","page_number":203,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"b5c6d813-0709-4d71-a83c-7bfb16453b28","block_type":"box","text":"Corporate political activities","page_number":203,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"8409f76c-c7aa-4eca-a076-5ae4c79250d3","block_type":"box","text":"A corporation’s ability to engage in the policy process is subject to rules and regulations set by the jurisdictions in which they","page_number":203,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"448d6949-e0a1-4ea0-8035-ea7b1d981aeb","block_type":"box","text":"engage. When a corporation reports material financial risk related to policy and or regulatory changes, BAIS may seek to","page_number":203,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"13b985b6-b764-497e-af06-43b9bfe48da0","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":203,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"206f8854-6585-4504-9f64-874daa582309","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":203,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"355598dc-744e-40c8-beb6-6b63ed4c8d17","block_type":"box","text":"the company’s long-term strategy. The board should be aware of the approach taken by management on corporate political","page_number":203,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"8039f509-a90e-4320-83b5-7f9591a4463f","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":203,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"aafbb1a3-1eba-44e4-b945-cc66eb228168","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":203,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"ee103760-19c0-4cdd-b807-78d05130cee3","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":203,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"b0a9186e-28a7-4029-8ed9-f7ebd0e3d8f6","block_type":"box","text":"A-13","page_number":203,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"5d314f2a-1b05-440e-889b-8bb0be3dc22e","block_type":"box","text":"To mitigate the risk of inconsistencies, companies may wish to assess the alignment between their policy priorities and the","page_number":204,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"3f99bac5-10be-4426-84f7-7d29ab957849","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":204,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"e43249ca-7cc8-4f21-9b0a-34e8167637b9","block_type":"box","text":"associations on behalf of members.","page_number":204,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"961dffcd-b8ce-4a93-89b5-096a49f13c00","block_type":"box","text":"We may support a relevant shareholder proposal, or vote against directors, where a company’s disclosures are insufficient to","page_number":204,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"88138c13-4b5b-4048-ad82-40f511734621","block_type":"box","text":"address the material risk it has identified.","page_number":204,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"a72e7213-b741-4b69-8275-41ac43c76602","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":204,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"fb0f1292-7f21-45dd-bb06-f682308739b4","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":204,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"5c611ea5-c817-49ca-9602-0268503b0e95","block_type":"box","text":"our experience, sustainability-related factors","page_number":204,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"cef9fbd7-36a4-49e5-9498-b1fa6e19feff","block_type":"box","text":"(11)","page_number":204,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"e02274e9-65c6-4a97-ad0c-88e23199883a","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":204,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"82ec48d8-6add-449c-bc13-0a24d647bcee","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":204,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"9cca5f93-f715-464f-9eac-8cdde736f7f2","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":204,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"bfa3c79c-4590-47e9-9fce-133c0d266325","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":204,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"1a30ec70-64bc-41ca-ad1b-3e4526d301c9","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":204,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"570906c8-7118-44be-8b63-017876f0599c","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":204,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"fe007c56-a711-407f-b426-8d95c3b27889","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":204,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"ebcc239c-3498-447f-859d-99cf2aa2e574","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":204,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"207df4b4-6894-465a-85d0-1516b806f5b0","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":204,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"665002f0-8adf-4635-b5c1-7d5bf8df9154","block_type":"box","text":"investment.","page_number":204,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"3f757535-530d-47bb-90f0-da7b01194587","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":204,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"f42c7b7b-7b78-4f66-9ae4-8c2423c79aad","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":204,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"6390fea6-c215-402d-95c3-f7aa15d81435","block_type":"box","text":"Key stakeholders","page_number":204,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"b9744333-7d83-4f53-bec0-1d847e28d0e7","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":204,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"153c5e4b-01bf-47da-bcfb-5dc7295e4ba7","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":204,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"abada13e-109f-45bc-b5c5-9c85b9ae7c48","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":204,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"1924cb36-fa2b-4249-a236-71b0c8a405c1","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":204,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"09343fdf-7fee-4e91-a9a6-a719650315c7","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":204,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"62c03b23-c023-4913-ba6a-be9e886a6ddf","block_type":"box","text":"be financially resilient over time.","page_number":204,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"324e207e-0af1-4427-9f04-b70306e7890c","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":204,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"ed3163c5-1d38-4888-ae60-0275a3dca5c9","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":204,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"a0b5bcb0-f441-4099-9d78-e44e9b8f5889","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":204,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"177cef07-dbdf-4c7d-940d-cfc889707a80","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":204,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"aacf3eb0-da3e-49a1-a043-611b9f1281ff","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":204,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"69829bb4-2dad-4380-b973-ca327f4f1d69","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":204,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"1e2746d9-f539-4d04-a71b-1af65c89df86","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":204,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"02cff74b-6e60-4916-8c79-36ec78a5ec23","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":204,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"9a0a2ec0-8112-4ca4-9d5d-12294936d56f","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":204,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"c5c189f6-7e8c-41d3-a83e-3db34d2c4bcc","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":204,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"5807afb6-f6e8-4d83-89ed-097480266a8d","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":204,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"f2380fc2-c79f-4435-8368-884cd3965de4","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":204,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"88580a46-30e2-4ed7-b355-3beb8f60a309","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":204,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"fef1412f-762c-49b5-a990-2b43fea562e7","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":204,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"8836ea0a-22bd-4ab6-a60d-529d650efbaf","block_type":"box","text":"(11) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":204,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"eec77df9-b0cb-4c50-aaf9-d9b2e12851e1","block_type":"box","text":"del that","page_number":204,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"09f4b605-871b-46a5-9e92-9c824d4d47a1","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":204,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"ccbf1ea5-e57c-48ca-a6a1-c7544740e2cf","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":204,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"68d667e2-b0c3-48a9-9a91-1cc4ab4bf17a","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":204,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"f82b4bdc-a566-4278-9e5d-8af05eee3ff5","block_type":"box","text":"e","page_number":204,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"a1af7a46-e716-470f-b84f-80fa1aeea9a4","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":204,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"85456c8c-3598-4a1a-bcc7-9a773bb29c15","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":204,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"fa9e62c4-f1a8-4c8d-ba1c-732628be7a76","block_type":"box","text":"onsider","page_number":204,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"6983f1a7-0208-4593-8964-a07143c625b7","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":204,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"7f6a9e3f-fbc9-4c5d-9cb2-bee887865aa9","block_type":"box","text":"A-14","page_number":204,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"068585c9-12de-4890-8fe9-300d21cee8b9","block_type":"box","text":"company is using in its near- and long-term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas","page_number":205,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"083ee2b3-ac06-4720-aef8-aa7b0cf075f1","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":205,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"9305e455-9ba5-4ab3-acd8-99357c314408","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":205,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"6c801f8f-bf60-45fa-abfb-b12458cfa2a3","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":205,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"9b42b3bb-9022-44c3-8683-6718e6a26c28","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":205,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"47fdf1bc-6d7b-4a92-a0b0-2b1003eacc34","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":205,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"10dc342a-f106-4105-af68-dddd993de6a6","block_type":"box","text":"strategy or targets that the company does not currently provide and that would be helpful to investment decision-making.","page_number":205,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"c1bb04e3-490f-495e-9654-d00a4a32bfd5","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":205,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"8711d83b-8e7a-480d-9c8a-b41cb413f01f","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":205,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"f54c3697-6079-4a3b-a3ab-e6d40d79d7c1","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":205,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"23e367ad-18fc-4225-a00d-0851e23217d7","block_type":"box","text":"in scope, voting on matters not related to climate risk and the energy transition is undertaken in line with BAIS’ benchmark","page_number":205,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"2c6f5367-d6f6-41e5-88fd-88c2221ed450","block_type":"box","text":"guidelines.","page_number":205,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"8a34f551-ab92-4309-a74f-2a2d416aebdf","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":205,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"faf35c42-32d5-4b77-8a10-b6ef336a1df5","block_type":"box","text":"strategies","page_number":205,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"199ac9eb-c486-481a-92e4-c758e31f97e0","block_type":"box","text":"Oversight","page_number":205,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"424abb84-85fb-4382-b882-b10ea26017d7","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":205,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"34c2fedd-7310-42a6-9840-fdbe497d9b38","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":205,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"4da78553-7727-4427-ab4f-52d2880d8706","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":205,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"cff640d7-09bd-4d10-b759-e73bd28271b5","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":205,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"e5d6aace-d100-495d-ab9c-ab295203740e","block_type":"box","text":"reporting lines, and oversight.","page_number":205,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"769adcd5-4204-40c2-8a88-a81b7f624daa","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":205,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"0c8bd9d9-216a-4fa5-a3b9-5ca263a22914","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":205,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"c3b4990e-385f-41db-9526-93203f4c9640","block_type":"box","text":"index equity investment strategies. The Group may advise on and review amendments to BAIS’ policies and practices. It does","page_number":205,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"ccf0b81e-81d5-4725-9d5c-09190ebad1a4","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":205,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"03eb9c76-5d5b-416b-8d27-195dfe4f8dde","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":205,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"39268471-4880-4978-b46c-4c86612f085b","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":205,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"adbe7e44-82f0-43b5-987c-0761a62dfce6","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":205,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"ed669bfc-8cf3-4b44-a4d8-557543b16b79","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":205,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"bf3df552-2f85-41dd-a79b-b36eefa3d32d","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":205,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"50affb10-3aa0-4fa2-83ac-863c9abecae4","block_type":"box","text":"Voting guidelines and vote execution","page_number":205,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"28affcab-f6da-4d7e-a9dd-3aedc2c80d0d","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":205,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"24d6d44d-2226-429f-92df-db043c8c087a","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":205,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"d82abf26-737a-4174-ae34-0169ece3d235","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":205,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"2e287eeb-fea7-48b8-89d7-a5c43810e0a9","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":205,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"fab376a8-cf66-4dec-b932-0b10cfe97be1","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":205,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"b4ee70c7-5fb6-451a-8bf1-84ff50999dd6","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":205,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"356883a4-b2a2-4235-8d70-d52f32a26d39","block_type":"box","text":"below).","page_number":205,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"532aa707-badb-47b3-af01-5c1a4fd5f442","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":205,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"2be803e5-a481-42fa-8156-7bfca817ce3a","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":205,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"9dd4fbc0-506f-4fa3-b73d-a7214520a5ba","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":205,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"5e2ba9da-a43d-4921-8ea8-166b07166df3","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":205,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"f7d1ad45-5c07-4631-9177-07acf6e90920","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":205,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"38344c00-f3f1-4f00-9486-f2d010cbb827","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":205,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"5f847584-38f4-4f3b-ae76-884036ff252f","block_type":"box","text":"insight into how we typically approach issues that are commonly put to a shareholder vote. The Guidelines are reviewed","page_number":205,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"88caa752-9f78-4e8a-9ebf-60530790be66","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":205,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"b8546259-0816-4528-91c5-20e0d6ce858a","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":205,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"adb062f9-fef8-460f-8c06-7222fe953c59","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":205,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"17a0f7d0-8def-4c4c-965b-2f3e2e23c9db","block_type":"box","text":"A-15","page_number":205,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2e6dcc5d-b12c-44b5-970f-61a512f7efd3","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":206,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"9c22d9c7-879d-48c5-937c-f9cead2ee485","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":206,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"64c51dfa-b7d2-4e66-a798-7f863892ee0a","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":206,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"5a62b2c0-6a25-4bff-8fd2-a77f09eef025","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":206,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"6ebb702e-036d-478c-b539-ef0a699adbc8","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":206,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"45b34b84-1a00-4797-953d-d97112b1c5f2","block_type":"box","text":"the proxy; vi) regulatory constraints; and vii) requirements to provide local agents with powers of attorney to facilitate voting","page_number":206,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"74bffa3d-894c-4cf7-8372-be70550f02b0","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":206,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"447f5dba-f7b0-43e8-ad3a-6b595178ab93","block_type":"box","text":"burdensome administrative requirements.","page_number":206,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"e3b61ef1-b3be-4da3-a7e8-280a7931fc0e","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":206,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"797a11fd-e91b-4f48-89d2-bf46940b7df9","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":206,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"43545708-ff00-4f62-9c9b-e7420aea3f4b","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":206,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"c1cf8dd6-fcd0-45d9-9ce8-5ecaf9fbaefb","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":206,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"b3efdee1-8d36-42d6-85e9-701278575e98","block_type":"box","text":"Voting Choice","page_number":206,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"81cc8838-513c-4454-a999-30d38ee7e769","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":206,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"2b21587d-0f82-4a41-be2f-1e6ffafa0cee","block_type":"box","text":"voting process where legally and operationally viable.","page_number":206,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"43ca8809-fef2-4726-8dbd-58184ff837e6","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":206,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"43b2b0d7-5402-44f8-8707-191851156494","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":206,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"6fd24c7e-9141-482f-83fc-d7f4b3a8bc3b","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":206,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"2b5e6fc7-51fe-4a39-afd6-f320179ef16d","block_type":"box","text":"(12)","page_number":206,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"885710a8-a970-467e-9458-667c70193688","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":206,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"906bb93e-6319-416f-8873-d48600950045","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":206,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"f97b2b1d-426f-4168-9cd1-2e68b221c941","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":206,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"69f2f691-6766-429e-904a-411dabe1f22d","block_type":"box","text":"because of Voting Choice.","page_number":206,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"29246ca1-c20e-4082-a81e-e572957ec79b","block_type":"box","text":"(13)","page_number":206,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"0230b154-e30e-4e90-b2a3-62fb4972885d","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":206,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"6bdc2dec-ef44-46c6-8d56-cc1dff2f3297","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":206,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"e217621a-9eab-4033-9718-afb0c03a85f1","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":206,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"9224f8ca-3ab4-46d1-9bd5-e1f94894d3ee","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":206,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"e7b49b89-808f-4ced-a365-2b6c9a1c77ef","block_type":"box","text":"as an input into our voting process. It is important to note that, although proxy research firms provide important data and","page_number":206,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"eb5e8f92-9719-4622-9858-e4439d717258","block_type":"box","text":"analysis, BAIS does not rely solely on their information or follow their voting recommendations. A company’s disclosures, our","page_number":206,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"d917b5c3-28cf-468b-94ef-d2df4fbbde78","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":206,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"e6ac74cb-4b35-4108-b6d4-ca6ef411818c","block_type":"box","text":"on behalf of clients.","page_number":206,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"7cd34d85-d725-4ac1-9c5e-876d0b441e33","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":206,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"a180b2f6-a751-4aca-94da-39602d5a89d2","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":206,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"5f18fe9f-3be4-4004-b9e8-d4b664c917b8","block_type":"box","text":"routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the relevant portfolio","page_number":206,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"4c218fe6-728f-4dd4-b97e-1d83bf8a7b05","block_type":"box","text":"managers and vote. BAIS reviews and can override the recommendations of the vote services provider at any time prior to","page_number":206,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"5574a4fb-3bf6-425c-9f45-38177d412846","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":206,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"0e5213d1-d132-4aa1-b2d5-b016b60500fa","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":206,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"291ad1f8-df69-4001-ae2e-6dee5a5a310d","block_type":"box","text":"materials that may require a modification of votes.","page_number":206,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"e51cb034-0d02-4af0-bd26-32c9eb68a74f","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":206,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"a16cdbf7-3445-444b-8605-49ba745bde1e","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":206,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"2b462f73-51a5-4635-97a2-dd4e33997824","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":206,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"c8aa9660-2d8b-4b17-80f6-f2928d9623e8","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":206,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"4aa9b234-8d24-44da-832e-4aa9fa5210f2","block_type":"box","text":"(12) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with t","page_number":206,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"454847d0-674d-4ad6-8c42-0f0a0abf2f79","block_type":"box","text":"heir","page_number":206,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"f21ca3dd-5722-4e9f-85a4-b126aedbf6a9","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":206,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"6f710e76-e0c0-435a-83aa-eedbe5b77bc9","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":206,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"65ff219e-33ee-401f-88de-6b286b1f18ad","block_type":"box","text":"A-16","page_number":206,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"df36d216-34dd-4b1f-af13-d3dbfe3c880d","block_type":"box","text":"Conflicts management policies and procedures","page_number":207,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"5d9310d4-6fe2-4a2d-9beb-4c1b7ec99b1d","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":207,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"6989880b-ffba-4907-9b98-965625bb721f","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":207,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"efb777a0-440d-4f30-a928-2a141f55634d","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":207,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"a6f6cb6f-f5a6-49ec-bbcc-f7cb1fc5f45f","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":207,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"20c42f4d-b5f6-4220-ae1c-15c818e3b46b","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":207,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"939347ab-dcf6-4d1c-a409-87d3dacb916a","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":207,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"f60f454e-4432-4591-9d47-7ac074ce08ff","block_type":"box","text":"resolutions","page_number":207,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"988408b8-9899-4ee4-b652-8ead24001241","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":207,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"aad31302-3721-4cdc-a377-a33bd553e855","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":207,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"63df13a6-5230-4676-9715-8667bddf67bd","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":207,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"2f0c4b75-4c65-41ea-8367-24e780feaf7f","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":207,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"4aab9a31-727f-4c90-b676-a9702ed41fc7","block_type":"box","text":"managed by BlackRock","page_number":207,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"51c57d93-20a2-43b9-9afa-f177ba6d9e0e","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":207,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"aaeccb8c-90fb-439b-ae2f-a29a538cf619","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":207,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"636f35e6-d916-436d-8852-578347db3967","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":207,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"415e8309-6ed9-42af-b3f2-a8be76f58768","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":207,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"8c90316a-75ed-4133-8f8a-0069c1cf400b","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":207,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"a4278c4f-7846-4927-a333-c2c6ea4cb63d","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":207,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"f9b74efa-e2c4-422a-8148-7ee3ffbe6aa2","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":207,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"367ad179-dbc6-45ff-ad83-75058fd41d5e","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":207,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"2caf688f-ac4a-4b0b-8d8d-f7fc02c722a8","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":207,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"a858f74d-1197-466f-a42f-60bae43da2ac","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":207,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"dafd6345-81b6-4969-956e-f143fa075da2","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":207,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"b6b067bf-3807-4a2a-a01d-ef419e6df39f","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":207,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"f8507522-8d5b-4a5e-9a33-8a1e114a3bd2","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":207,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"239fcaf2-41f2-4ad1-b8d9-93b73f84c953","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":207,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"a5874a14-f009-4944-8c67-5db055c6a45e","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":207,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"75006a84-e3c3-481e-b952-19c082f0ec10","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":207,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"0fbc7e60-cd3c-4f8b-a9b2-793dedeb69d2","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":207,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"ea0ec210-1736-405e-9bea-9666b53ce2fa","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":207,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"20ccf753-6b05-4a32-8c02-86a4283bdc9e","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":207,"box":{"x":125,"y":603,"width":790,"height":13}},{"id":"14655f25-8126-4993-89f6-0cb52ac79b61","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":207,"box":{"x":125,"y":618,"width":813,"height":13}},{"id":"96c0f962-e361-4558-8032-cd5928379271","block_type":"box","text":"or potential conflicts of interest, including:","page_number":207,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"2d95b7e3-fe54-4a1a-b016-8e3f644370ad","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":207,"box":{"x":157,"y":654,"width":593,"height":12}},{"id":"51a9041d-0df8-484e-b857-15d34e0f1351","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":207,"box":{"x":157,"y":674,"width":762,"height":12}},{"id":"4dc49404-152e-40d2-8487-07cab04dc5cb","block_type":"box","text":"the board of directors","page_number":207,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"87b1d0d8-b4a1-457c-8081-50dcf50d280d","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":207,"box":{"x":157,"y":709,"width":647,"height":12}},{"id":"5a145437-5fb9-408e-9f34-9567b4e8602f","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":207,"box":{"x":157,"y":729,"width":514,"height":13}},{"id":"6a91cebe-0e2e-473e-b0f6-6e77ac1ce137","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":207,"box":{"x":157,"y":749,"width":765,"height":13}},{"id":"cafc4785-5c07-4ad2-b00e-a09470ca093e","block_type":"box","text":"party voting service provider","page_number":207,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"cbf71258-333c-40aa-b54e-3f74e7e646dc","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":207,"box":{"x":60,"y":791,"width":873,"height":12}},{"id":"a7b24fe8-cd93-4203-82ed-e46d37a4ae7c","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":207,"box":{"x":60,"y":806,"width":826,"height":12}},{"id":"641ea697-1c68-416f-9db0-733c3f2b7368","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":207,"box":{"x":59,"y":821,"width":837,"height":13}},{"id":"b02c275e-f24c-4954-9f19-dd73e2150082","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":207,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"79cc5d0a-99ee-4770-bc72-027e3788e2d4","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":207,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"b0b7c0d9-c79d-4895-bbf3-f28115e40d0d","block_type":"box","text":"A-17","page_number":207,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"e6329caf-57e2-42d1-9e57-2d961b91993b","block_type":"box","text":"Securities lending","page_number":208,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"66f01c59-24b8-4255-8ef3-2313a9b1ac41","block_type":"box","text":"If authorized, BlackRock acts as a securities lending agent on behalf of its clients. Securities lending is a well-regulated","page_number":208,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"fa37aab3-9c04-46a2-a06f-ea8e51a1b8ab","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns which in turn may","page_number":208,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"ec19a76f-1679-4977-bb84-c036fe34e17c","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":208,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"46bae180-eba6-4e78-baaa-5efb81c5e15f","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":208,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"6d091570-3cd8-4fe3-8007-a7f9ebc7f856","block_type":"box","text":"determine to recall them to allow for voting. 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We inform clients about our","page_number":208,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"c149de1f-073b-49ac-b719-27887d75ccb6","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":208,"box":{"x":59,"y":437,"width":758,"height":12}},{"id":"753845b4-26bb-4911-ba49-6d16c370df26","block_type":"box","text":"Want to know more?","page_number":208,"box":{"x":59,"y":463,"width":149,"height":10}},{"id":"64dbf5be-2fa6-4491-add2-d4ea681ee492","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":208,"box":{"x":60,"y":490,"width":511,"height":13}},{"id":"eb7d5a16-002f-45bc-9e69-5a311f0c7732","block_type":"box","text":"The document is provided for information purposes only and is subject to change. 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All other trademarks are those of their respective owners.","page_number":208,"box":{"x":59,"y":600,"width":558,"height":12}},{"id":"22b4ea4c-c69e-410d-b7e3-4da91607afa3","block_type":"box","text":"A-18","page_number":208,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"3cd56dbc-4db6-4512-b88e-067d216972e8","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":209,"box":{"x":173,"y":67,"width":654,"height":30}},{"id":"9c4343ab-cbee-4bc7-92c0-b4cca9e76f89","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":209,"box":{"x":60,"y":111,"width":483,"height":12}},{"id":"fcf6904d-f2d4-46c2-8664-3439cae21b22","block_type":"box","text":"Effective Date: January 1, 2025","page_number":209,"box":{"x":76,"y":137,"width":218,"height":13}},{"id":"a0867b0c-04b4-4d94-b242-68f3c4c306c7","block_type":"box","text":"Last Review Date: September 16, 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and Statements","page_number":209,"box":{"x":60,"y":455,"width":356,"height":12}},{"id":"58272434-e4c8-40c0-9362-9f372354ff50","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":209,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"f65ce6ae-55b5-4964-b39e-072a7689dccf","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":209,"box":{"x":59,"y":496,"width":835,"height":13}},{"id":"19d8d27f-1ab7-41dc-af1a-af412f0e991f","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":209,"box":{"x":59,"y":511,"width":854,"height":13}},{"id":"ff74af89-dc86-474a-bc52-b65227198583","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":209,"box":{"x":59,"y":526,"width":878,"height":13}},{"id":"d538ae09-cb5b-4b3e-9bef-74fe66c4e070","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":209,"box":{"x":59,"y":542,"width":849,"height":12}},{"id":"c3a7d05f-dc5c-4c86-aaa2-01ef1acc255c","block_type":"box","text":"agreements.","page_number":209,"box":{"x":59,"y":558,"width":86,"height":11}},{"id":"5536cf45-c693-4cb4-9651-6572463355a3","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":209,"box":{"x":60,"y":583,"width":876,"height":12}},{"id":"7b5a0874-9ee1-45c2-8b1e-f7f57825ddbb","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the 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In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":209,"box":{"x":59,"y":613,"width":822,"height":13}},{"id":"7597b6a2-de43-45d9-adb6-892d33270f75","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":209,"box":{"x":59,"y":628,"width":818,"height":13}},{"id":"b9a1c53b-852a-4e20-a6f7-b6ba6ed29739","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":209,"box":{"x":60,"y":644,"width":689,"height":12}},{"id":"3ec2ce70-a831-4015-8e4e-a9842060ec06","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":209,"box":{"x":60,"y":670,"width":876,"height":12}},{"id":"d8cba314-0b64-473e-a836-5db43f01f15e","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":209,"box":{"x":60,"y":685,"width":828,"height":13}},{"id":"4cf5d6ba-e9d3-49bf-8390-9fc20b570a5b","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":209,"box":{"x":60,"y":700,"width":384,"height":13}},{"id":"fcfdb61b-571d-4a53-9039-441ef7713e1b","block_type":"box","text":"Conflicts Management","page_number":209,"box":{"x":59,"y":727,"width":164,"height":12}},{"id":"23173e37-5842-4224-b23f-8750a1b93ec5","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":209,"box":{"x":60,"y":753,"width":823,"height":13}},{"id":"19570c47-b4a8-4f47-9efc-428cce4a2304","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":209,"box":{"x":60,"y":768,"width":864,"height":13}},{"id":"645ce9f9-1ae5-44e8-92f7-e5480547334d","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":209,"box":{"x":60,"y":783,"width":830,"height":13}},{"id":"249e68be-98b4-49b4-b882-979fe2536728","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":209,"box":{"x":60,"y":799,"width":802,"height":12}},{"id":"a98d20a4-8a1e-4799-9ced-beabae5a82da","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":209,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"f1cf2701-294a-44ab-aa98-9b5ce9a74300","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":209,"box":{"x":59,"y":829,"width":635,"height":12}},{"id":"822d813c-2f19-4369-82a3-d6a6d5610839","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":209,"box":{"x":60,"y":855,"width":757,"height":13}},{"id":"7397c109-4b79-44bf-b8e6-3313296be4f1","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":209,"box":{"x":60,"y":870,"width":783,"height":13}},{"id":"049935e5-19bd-4c9f-b7f8-02fb87de9830","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":209,"box":{"x":60,"y":886,"width":451,"height":12}},{"id":"e55f1806-4192-46ee-ab39-29557e9f5b91","block_type":"box","text":"A-19","page_number":209,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"8e21173a-c904-4b1e-a86d-ebf409a5d379","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":210,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"dde146b4-bf25-4dc0-a420-7bf024e810e6","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":210,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"0a278058-3eef-4e1c-b122-8f24862a2b86","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":210,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"2452d196-1bb0-4aad-910d-7c0d51d1d8e1","block_type":"box","text":"Reports to the Board","page_number":210,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"c3835363-3142-41d2-a125-454634ba7ec0","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":210,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"21727f1b-1ee9-48b6-b629-8d632433d50d","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":210,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"90878c3a-2da0-483c-b010-f6ca46c43a27","block_type":"box","text":"Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, as applicable (2) any material changes to","page_number":210,"box":{"x":59,"y":180,"width":878,"height":12}},{"id":"844c0142-61e4-4840-846f-e4ad244edd6f","block_type":"box","text":"the Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, including material changes to","page_number":210,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"4d5fd210-e099-4ff0-a42d-38ecf2f659e2","block_type":"box","text":"conflicts management practices, that have not previously been reported.","page_number":210,"box":{"x":59,"y":210,"width":507,"height":13}},{"id":"564b8106-15b9-41d7-8a06-ef65a515ee82","block_type":"box","text":"Appendix A","page_number":210,"box":{"x":59,"y":237,"width":85,"height":12}},{"id":"59335f4a-300a-44c4-9b34-a84d420be9a7","block_type":"box","text":"iShares Climate Conscious & Transition MSCI USA ETF","page_number":210,"box":{"x":60,"y":263,"width":379,"height":10}},{"id":"e4a5c75f-6a8f-41c8-904b-b949ed00d586","block_type":"box","text":"iShares ESG Advanced MSCI EAFE 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":211,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"92f45da6-717f-4109-a30d-d72b372ffc60","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":211,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"1ea04892-144e-4bb5-9b2d-a1dcd7240b3e","block_type":"box","text":"Key governance topics","page_number":211,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"b9ec2bd3-8447-4491-b9d4-68a6ea23218e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":211,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"f258d061-c125-40b0-8afa-2c754ae557cc","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":211,"box":{"x":140,"y":256,"width":717,"height":9}},{"id":"b785ec6c-971b-4ff5-9664-0f9359d72259","block_type":"box","text":"Auditors and audit-related issues","page_number":211,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"5f8d5e99-0e04-4211-af93-2e83c7abee1d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25","page_number":211,"box":{"x":378,"y":275,"width":479,"height":9}},{"id":"7a189245-f4fa-4ba3-80fc-244941ceca0d","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":211,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"57401d08-9fea-4281-8f0b-623021946597","block_type":"box","text":"Shareholder proposals","page_number":211,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"e356e39b-a186-4abd-a57f-0c7e3bfb0e72","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":211,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"19f65cbe-58fa-458e-bdc6-3abc6994e184","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":211,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"f2486161-86e1-45bc-a373-0bf02f448878","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":211,"box":{"x":515,"y":370,"width":342,"height":9}},{"id":"40168f67-04c7-413c-9fa5-17dcdc067e9d","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":211,"box":{"x":140,"y":388,"width":427,"height":12}},{"id":"a15950d0-84ed-46c8-b98c-221b64658c74","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-30","page_number":211,"box":{"x":573,"y":388,"width":285,"height":10}},{"id":"5edd6cd1-9ad7-48f0-9d5c-f57f55a18a33","block_type":"box","text":"Voting Choice","page_number":211,"box":{"x":139,"y":407,"width":98,"height":12}},{"id":"d28c483c-cb5f-46d6-89f2-a80edf23c842","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":211,"box":{"x":241,"y":407,"width":616,"height":9}},{"id":"55f5a7f9-0092-4abc-82c2-f955275674b7","block_type":"box","text":"Reporting and vote transparency","page_number":211,"box":{"x":140,"y":426,"width":229,"height":12}},{"id":"348319ec-a8d6-4f0e-a358-e4d9a776b786","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":211,"box":{"x":371,"y":426,"width":486,"height":9}},{"id":"da873583-8be1-4a4c-8a06-68cfbfa06cc5","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":211,"box":{"x":60,"y":458,"width":365,"height":13}},{"id":"bfbbf40e-7491-4944-8525-7526d1dff7c3","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":211,"box":{"x":59,"y":485,"width":874,"height":12}},{"id":"43259456-29c3-4e87-a6c6-19da5912da7a","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":211,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"a47f38f9-2463-49e0-ac57-d17d4a194fea","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":211,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"6944a575-0d74-4bff-aeb3-2567c06bd43b","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":211,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"282ed198-7ad5-4cc4-af8b-b757bcdeae3b","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":211,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"b66990a2-eb4b-46c7-926c-a584a9dbdffe","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":211,"box":{"x":60,"y":572,"width":314,"height":12}},{"id":"3da4f525-92d8-46c7-be19-6b289fcbd842","block_type":"box","text":"1. Engaging with the boards and management of companies","page_number":211,"box":{"x":61,"y":592,"width":456,"height":12}},{"id":"fe1e762c-f951-4dc2-b5ac-b666fe852573","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":211,"box":{"x":523,"y":592,"width":405,"height":12}},{"id":"61f5dfd4-5b8d-4654-866b-3e8ae40f740e","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":211,"box":{"x":98,"y":607,"width":833,"height":12}},{"id":"8f9b5cb5-2ee9-42f4-9507-9201fb0e16ac","block_type":"box","text":"and to help inform our voting on behalf of clients.","page_number":211,"box":{"x":98,"y":622,"width":347,"height":13}},{"id":"29f7da71-d03b-44c4-98aa-6390c7ab9f84","block_type":"box","text":"(1)","page_number":211,"box":{"x":447,"y":620,"width":14,"height":8}},{"id":"50592616-5882-4154-b14f-dc193b5895f2","block_type":"box","text":"2. Voting at shareholder meetings","page_number":211,"box":{"x":59,"y":642,"width":266,"height":13}},{"id":"da8b40a1-c506-4ef7-989c-e2eb36c8b468","block_type":"box","text":"on management and shareholder proposals for clients who have authorized BIS to","page_number":211,"box":{"x":330,"y":642,"width":574,"height":13}},{"id":"a4fbabad-0915-4fb0-ad97-1107e2a500b3","block_type":"box","text":"vote on their behalf.","page_number":211,"box":{"x":98,"y":657,"width":139,"height":10}},{"id":"18edfe6a-f0e4-4d8a-9de0-9ab5e685da6c","block_type":"box","text":"3. Contributing to industry dialogue on stewardship","page_number":211,"box":{"x":59,"y":678,"width":396,"height":12}},{"id":"cd03a320-dd19-43c6-b832-d77f341ad91a","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":211,"box":{"x":459,"y":678,"width":458,"height":12}},{"id":"be905f07-384c-41f4-9506-40d519e8a9c2","block_type":"box","text":"investments.","page_number":211,"box":{"x":99,"y":694,"width":87,"height":8}},{"id":"e4024f69-8b3a-4452-b68b-ce56edc5e11c","block_type":"box","text":"4. Reporting on our activities to inform clients","page_number":211,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"2705fdbc-7064-4b5d-adbc-86f9bf8ff9b0","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":211,"box":{"x":417,"y":713,"width":450,"height":12}},{"id":"a5b50a67-8072-46b8-8993-56072fe26542","block_type":"box","text":"publications on our website and direct client communications.","page_number":211,"box":{"x":98,"y":728,"width":437,"height":12}},{"id":"dfe0f31e-db40-423b-a442-d3cf2ff016b9","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":211,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"841638c3-b11a-4efb-ba27-be2400c96833","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. The BIS Benchmark","page_number":211,"box":{"x":59,"y":770,"width":873,"height":12}},{"id":"12e24f9b-4a89-4f06-824e-590034b1244e","block_type":"box","text":"Policies – which are comprised of the BIS Global Principles, regional voting guidelines, and Engagement Priorities – apply to","page_number":211,"box":{"x":60,"y":785,"width":860,"height":12}},{"id":"9192d4d5-ccb4-4558-b9e8-0ea956fb8cf5","block_type":"box","text":"(1) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":211,"box":{"x":59,"y":866,"width":849,"height":10}},{"id":"1bdc8ef9-3c59-47f9-86c2-5a1a4cb6a3c5","block_type":"box","text":"lity","page_number":211,"box":{"x":909,"y":866,"width":16,"height":10}},{"id":"fa4e2010-7763-41dc-902c-9549b6b35ca5","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":211,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"09dd85e0-5a1c-4dbb-aa9d-952bb694b899","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":211,"box":{"x":92,"y":891,"width":561,"height":10}},{"id":"cbec0c7e-4a5e-493d-ad59-71de05251580","block_type":"box","text":"A-21","page_number":211,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"24e56193-c883-4095-895f-059c8cdad7e1","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":212,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"3dd2a3a9-3bd4-4a93-954d-5f43fa91c5f1","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":212,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"aa42180b-006a-4bcb-b7c4-d8f3ef9bb047","block_type":"box","text":"(2)","page_number":212,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"503bad18-242b-4f31-a2b9-8d7dd9b5d7e0","block_type":"box","text":"Philosophy on investment stewardship","page_number":212,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"e0b87c72-c9e4-462e-bdfa-e98bcc681353","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. We maintain global principles on","page_number":212,"box":{"x":59,"y":135,"width":836,"height":12}},{"id":"db8f4b9b-6c26-421a-95aa-0d225e7d7aa1","block_type":"box","text":"corporate governance, which guide our approach to stewardship across jurisdictions, while recognizing the unique","page_number":212,"box":{"x":59,"y":150,"width":803,"height":12}},{"id":"35b9a4ed-0e23-45c0-b10d-f82ffc08669c","block_type":"box","text":"characteristics of the different markets where companies operate.","page_number":212,"box":{"x":59,"y":165,"width":459,"height":12}},{"id":"ce05eee2-40b5-4596-ac3c-50edbdfe89ed","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. 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Our role, on behalf of clients as long-term investors, is to better understand how","page_number":212,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"bb4f89d5-1063-427d-85a5-45c2e852be6b","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":212,"box":{"x":59,"y":237,"width":876,"height":12}},{"id":"732a7370-d5b3-44b8-b66c-4b158e72c3f4","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":212,"box":{"x":59,"y":252,"width":306,"height":12}},{"id":"0f307410-cf47-40ce-ac0c-ed24f310427a","block_type":"box","text":"Stewardship in practice","page_number":212,"box":{"x":59,"y":278,"width":169,"height":13}},{"id":"b6f22227-3ae4-4672-aa90-3753b26ad28c","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":212,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"0dc0b313-4b18-4c52-8cd9-3c8a0e361f45","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":212,"box":{"x":60,"y":320,"width":871,"height":12}},{"id":"e2d8250c-ba9e-4474-9c98-8a3dc8b53ecc","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":212,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"1dd67b1d-1257-4ae3-b33e-21c41aba4a3b","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":212,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"5debb241-ff7b-4245-b574-09227227c5c7","block_type":"box","text":"companies and voting at shareholder meetings on behalf of clients - is conducted from a long-term investor perspective and","page_number":212,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"cca3fe16-7a0d-4872-8345-0b5ef3def32c","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":212,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"08df95e2-3c2c-4a9c-8a89-0e626b021d2e","block_type":"box","text":"BIS engages with the boards and management of companies in which clients are invested to deepen our understanding of a","page_number":212,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"e89de82b-b694-4dce-be73-3b79879d2d11","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":212,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"fa2bd274-9be3-40b0-98fd-3491373c7489","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":212,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"a83c174a-de54-40b1-88d8-72f540c58b07","block_type":"box","text":"on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial","page_number":212,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"beb77c89-d78d-48ba-b0b4-73473e313019","block_type":"box","text":"goals.","page_number":212,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"b49914fa-0c9c-4399-8967-90eedb3ab2bd","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. As a","page_number":212,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"13fd1470-ec83-4339-b75a-5dc9ba6dcc5d","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":212,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"ddc4b608-5bad-427e-87cb-6110341b37d8","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":212,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"585fa869-43ec-4975-b82a-f1951cfb708b","block_type":"box","text":"made consistent with those policies, reflect our reasonable and independent judgment of what is in the long-term financial","page_number":212,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"ed88f7c0-4555-45c8-9af6-6be86d1abc0b","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":212,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"b407342d-0b0d-4fcc-bab1-e7ff5d94fd67","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":212,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"dc538c03-3aa0-4822-bdd3-66d340894c60","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":212,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"e85d456e-69b1-4f69-8994-175770c7af30","block_type":"box","text":"sound corporate governance and deliver strong financial returns over time. When we determine it is in our clients’ financial","page_number":212,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"a4c245a7-e429-49f2-a7f8-ad4c28c2389f","block_type":"box","text":"interests to convey concern to companies through voting, we may do so in two forms: we might not support the election of","page_number":212,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"270e4693-aff8-491e-ac40-a4bfefe4a6c7","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":212,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"5e518161-bdbd-496e-8cb1-56e08f470294","block_type":"box","text":"proposal.","page_number":212,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"1f77ddb6-f3ef-4459-bab5-66df47a2bef3","block_type":"box","text":"Shareholder rights","page_number":212,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"4096fcec-66ee-4b52-bf21-084840a8da41","block_type":"box","text":"BlackRock’s global approach as a shareholder on behalf of our clients is underpinned by certain rights attached to","page_number":212,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"cc288b97-937b-4422-bdb5-e2ffc1b9f24b","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":212,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"4390d929-2818-4e60-94bb-52239f2f64f1","block_type":"box","text":"(3)","page_number":212,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"a1d542ee-11b5-472c-b250-56085a51eb4f","block_type":"box","text":"For example, in most","page_number":212,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"f105e419-5f30-4b26-b2b0-2b506b7f89fe","block_type":"box","text":"markets, shareholders have the right to:","page_number":212,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"34e47c81-6c27-43f7-b448-131c9ae10587","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":212,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"bca70c6e-237d-40dd-9cfe-517094d26740","block_type":"box","text":"or bylaws.","page_number":212,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"a97e519a-41a1-4a19-a851-ce7405419c8a","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":212,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"6416bb69-9e9b-4915-9af2-98f01f76c844","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":212,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"7e3ed8c0-d002-433e-a7dd-5053d751c1f7","block_type":"box","text":"(2) Alongside the Global Principles and regional voting guidelines, BIS publishes Engagement Priorities which reflect the five themes on which we mo","page_number":212,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"196e7d2b-64bb-47ad-ad84-0886f1cd0d4f","block_type":"box","text":"st","page_number":212,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"c7a10687-783f-4844-b6b6-ffd5c134dc6e","block_type":"box","text":"frequently engage companies, where they are relevant, as these can be a source of material business risk or opportunity.","page_number":212,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"3e76c6ee-5dda-4ac2-8035-b9330a80bafb","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":212,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"ce501380-2d77-450c-b05b-2a601d932fa3","block_type":"box","text":"2017; and the China Securities Regulatory Commission, “Code of Corporate Governance for Listed Companies in China,” 2001. Websites accessed in","page_number":212,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"13cfaf01-107d-4118-b393-fc655b02b40f","block_type":"box","text":"December 2025.","page_number":212,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"20fded2e-ca83-4eb1-9e86-04d4a631d62e","block_type":"box","text":"A-22","page_number":212,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"94c720fa-dce8-4153-93a8-db85524e9e75","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":213,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"32b22d84-4995-42d8-9d5b-98cb6fe07184","block_type":"box","text":"material — to make informed decisions.","page_number":213,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"d4f39fa7-b2ea-4b36-8d67-fb810344c9da","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":213,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"a614d614-bff6-4e33-b041-01fa4c6ed81f","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":213,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"ba390397-d23f-4f8d-abb1-b9070c9d5c71","block_type":"box","text":"Key governance topics","page_number":213,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"c632e525-0978-4401-bd40-d5df3e38fd5b","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":213,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"749893a3-2fec-408e-ab02-05a88e60675d","block_type":"box","text":"ability to create long-term financial value for shareholders. These are topics that shareholders may have the ability to vote on","page_number":213,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"b0a2d15a-e190-47da-bcd6-e63ec1757ffe","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":213,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"db471df2-1175-441f-b245-aa2bc12049ba","block_type":"box","text":"• Boards and directors","page_number":213,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"33044168-f18b-4360-9388-175b8e3a29cf","block_type":"box","text":"• Auditors and audit-related issues","page_number":213,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"cc9e0e24-40ac-4652-a796-34504632af46","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":213,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"9ad3eecc-9077-4054-8fc9-fe99c978e013","block_type":"box","text":"• Executive compensation","page_number":213,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"0a231055-d2c6-4e6b-9d6a-adf5577c58fe","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":213,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"f63c1ef0-2d93-4587-99ea-d826eaf8a847","block_type":"box","text":"• Shareholder proposals","page_number":213,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"410b442c-58d6-4a5c-85ca-699bf49f5c97","block_type":"box","text":"The BIS Benchmark Policies are not prescriptive but rather are applied on a pragmatic basis, taking into consideration a","page_number":213,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"77dbc733-c588-4a8b-83bc-b22e9a1b0b56","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":213,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"f947687f-bac9-4c65-a095-48576479bc98","block_type":"box","text":"operate.","page_number":213,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"a50ceb3b-81dd-4306-b7ed-135a03ae76ad","block_type":"box","text":"At the regional level, it is our view that companies should observe the accepted corporate governance standards in their","page_number":213,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"08463b5b-40b9-4ead-91ff-8730384618c9","block_type":"box","text":"domestic market at a minimum, and we ask that, if they do not, they explain how their approach better supports durable,","page_number":213,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"64cbd31f-86e8-4963-8c9c-a50799bfa66a","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":213,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"64f25cb5-045c-4ff1-8fa9-cff5c2fe1fd3","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":213,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"7f406f0c-1197-4812-b42b-51395ce9790d","block_type":"box","text":"(4)","page_number":213,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"69297f71-c44b-4d4b-9dc4-42b41fb54c82","block_type":"box","text":"Boards and directors","page_number":213,"box":{"x":60,"y":482,"width":148,"height":10}},{"id":"b30f61db-2d07-4d78-b287-f1d19c672ec8","block_type":"box","text":"Oversight role of the board","page_number":213,"box":{"x":59,"y":509,"width":194,"height":12}},{"id":"1974a2dd-f8c2-4942-b932-745c38c8116b","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":213,"box":{"x":59,"y":535,"width":830,"height":13}},{"id":"77572d8f-fffd-4ecb-9a02-61b77ad70d81","block_type":"box","text":"relevant to a company’s business enhance the board’s ability to add long-term financial value and serve as the voice of","page_number":213,"box":{"x":60,"y":550,"width":830,"height":13}},{"id":"5e508599-8ca7-4272-be1b-2f4644155912","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":213,"box":{"x":59,"y":566,"width":866,"height":12}},{"id":"ab2eca26-61ac-445e-b924-cb6b976a2294","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":213,"box":{"x":59,"y":581,"width":842,"height":12}},{"id":"4f16308d-fd9e-45ce-93b3-a050f254425d","block_type":"box","text":"For this reason, our investment stewardship efforts focus on the effectiveness of the board of directors. We engage, as","page_number":213,"box":{"x":60,"y":607,"width":823,"height":12}},{"id":"a6b3ce79-fc5f-4924-acb7-dce3e3619f3f","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":213,"box":{"x":60,"y":622,"width":867,"height":13}},{"id":"c8396e64-8091-4bae-ab6a-f9f59a8ab381","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":213,"box":{"x":59,"y":637,"width":843,"height":13}},{"id":"f080ea9a-10e0-40e0-84b2-211dd1aae324","block_type":"box","text":"which a company is operating.","page_number":213,"box":{"x":59,"y":652,"width":213,"height":13}},{"id":"86f435fc-48be-427c-8a0c-eb707a2de02d","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":213,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"80acd2af-8069-4fef-84f8-226d93283755","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":213,"box":{"x":60,"y":694,"width":852,"height":12}},{"id":"c22d5c7c-8845-4709-bbba-ac76a9fc1991","block_type":"box","text":"interests of investors. This includes having clear descriptions of the role of the board and the committees of the board and","page_number":213,"box":{"x":60,"y":709,"width":853,"height":12}},{"id":"e1cd9d44-d94c-4154-8b46-b74401e5ca64","block_type":"box","text":"how directors engage with and oversee management, as well as disclosure of material risks that may affect a company’s","page_number":213,"box":{"x":60,"y":724,"width":841,"height":13}},{"id":"41a7df05-c3f3-4399-8f73-9af7d2c9a0cc","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":213,"box":{"x":60,"y":739,"width":729,"height":13}},{"id":"04274e4f-06b1-41da-adcb-0ee350c74b52","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":213,"box":{"x":60,"y":766,"width":777,"height":12}},{"id":"0ff2cd4d-8745-4e2c-ae7d-932628c4ceae","block_type":"box","text":"implementation is central to our approach. If any strategic targets are significantly missed or materially restated, we find it","page_number":213,"box":{"x":60,"y":781,"width":853,"height":12}},{"id":"bd5c9caf-a1a3-4ce3-8a81-2d575f2b18e8","block_type":"box","text":"helpful when company disclosures provide a detailed explanation of the changes and an indication of the board’s role in","page_number":213,"box":{"x":60,"y":796,"width":838,"height":12}},{"id":"96f68f6f-5177-4932-aa97-ecada3805536","block_type":"box","text":"reviewing the revised targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the","page_number":213,"box":{"x":60,"y":811,"width":842,"height":13}},{"id":"e5b427cb-1f99-4323-84e8-2cfc68d8aa2a","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":213,"box":{"x":60,"y":826,"width":663,"height":13}},{"id":"c848dc40-2f85-4895-b8b7-89051ad615d9","block_type":"box","text":"(4) Our regional voting guidelines reflect these different market standards and norms. Depending on the market, generally accepted practice is info","page_number":213,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"de9a2902-68ea-4a74-8ab9-145b98fb2fe9","block_type":"box","text":"rmed","page_number":213,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"45f369be-a297-41ad-837f-33cd2aaf1fe8","block_type":"box","text":"by corporate law, market regulation, best practices, and industry initiatives, amongst other factors. BIS carries out engagement with companies,","page_number":213,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"9b33c86b-2d86-4d35-81d0-b2eeb41c5a43","block_type":"box","text":"executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant regional","page_number":213,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"5807bcb9-7be7-4d2d-ba48-912803eee60d","block_type":"box","text":"voting guidelines.","page_number":213,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"059d1430-87b4-4d38-93fd-b6abbaf73818","block_type":"box","text":"A-23","page_number":213,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"8ad0c055-71f8-4dba-ace4-7278fbd859de","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":214,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"67855d2a-9554-4c44-b396-e5cc735fd5bf","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":214,"box":{"x":60,"y":82,"width":817,"height":12}},{"id":"56f4faae-7501-48c0-aaeb-e1077e1148bf","block_type":"box","text":"particular responsibility for the issues.","page_number":214,"box":{"x":59,"y":97,"width":264,"height":12}},{"id":"fb84bceb-ebc2-48b3-8854-456fc846e806","block_type":"box","text":"When casting vote decisions on behalf of clients on the election of directors, some of the factors that speak to the board’s","page_number":214,"box":{"x":59,"y":123,"width":853,"height":13}},{"id":"be12936e-16f2-4c14-ad7a-704f22cc0303","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":214,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"c5fc8fd4-2095-40c5-8016-9ef4ff34eda4","block_type":"box","text":"and other time commitments, and how these factors may contribute to the company’s financial performance. We look to","page_number":214,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"e0c7149d-e18a-4989-b3e4-5721c14a459b","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":214,"box":{"x":60,"y":169,"width":870,"height":12}},{"id":"26e0c44e-0ea5-4a5a-8cf9-3d1466f010cf","block_type":"box","text":"and business model.","page_number":214,"box":{"x":59,"y":184,"width":143,"height":9}},{"id":"3f89bdd5-9971-45d0-a298-185b47b79df2","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":214,"box":{"x":60,"y":210,"width":789,"height":13}},{"id":"c9d876f1-e2cc-4b66-921f-935e072c4c0f","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":214,"box":{"x":59,"y":225,"width":655,"height":13}},{"id":"8cf6978e-bec4-492d-ba55-668e9a16f2f0","block_type":"box","text":"Regular accountability through director elections","page_number":214,"box":{"x":60,"y":252,"width":354,"height":12}},{"id":"d9685be4-9842-414c-a833-169042efce36","block_type":"box","text":"The election of directors to the board is a right of shareholders and an important signal of support for, or concern about, the","page_number":214,"box":{"x":59,"y":278,"width":869,"height":13}},{"id":"d0785f2d-b803-45a4-a298-9dd251270e35","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":214,"box":{"x":59,"y":293,"width":867,"height":13}},{"id":"c57bdbeb-978d-4fc4-b132-33806acbc973","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":214,"box":{"x":59,"y":308,"width":584,"height":13}},{"id":"a8d8227f-c662-480b-b094-43af460731a8","block_type":"box","text":"(5)","page_number":214,"box":{"x":645,"y":306,"width":14,"height":9}},{"id":"ad4412fa-a5b5-4528-8db0-0aa164263af2","block_type":"box","text":"Annual director elections allow","page_number":214,"box":{"x":664,"y":308,"width":217,"height":10}},{"id":"c8322c68-5910-4386-a14c-4c6c78acbf8b","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":214,"box":{"x":59,"y":324,"width":843,"height":12}},{"id":"16a52c21-782e-4eb9-a9f1-017af7b34534","block_type":"box","text":"members are not elected annually, we consider it good practice for boards to have a rotation policy to ensure that, through a","page_number":214,"box":{"x":60,"y":339,"width":870,"height":12}},{"id":"dd27bdab-2cae-48cc-8655-17d61020cf62","block_type":"box","text":"board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for","page_number":214,"box":{"x":60,"y":354,"width":832,"height":12}},{"id":"593bf020-a8f4-423c-9810-484161782618","block_type":"box","text":"election at each shareholder meeting.","page_number":214,"box":{"x":59,"y":369,"width":263,"height":12}},{"id":"320773f0-e271-42e5-976b-49d751bd342c","block_type":"box","text":"Board quality and effectiveness","page_number":214,"box":{"x":60,"y":395,"width":224,"height":13}},{"id":"e26f7b7b-adad-4a99-8c22-dee2b85b9986","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":214,"box":{"x":60,"y":422,"width":793,"height":12}},{"id":"ada993a4-bee3-44b4-a085-3d260904956b","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":214,"box":{"x":59,"y":437,"width":840,"height":12}},{"id":"67dbee17-a5fb-4f1d-bb2b-fb9e8379f3a1","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":214,"box":{"x":60,"y":452,"width":819,"height":12}},{"id":"1a4f1b94-3aea-4a09-a33a-66218e300b53","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":214,"box":{"x":59,"y":467,"width":851,"height":13}},{"id":"64ef93d9-c870-4c95-9640-62ef7efec1da","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":214,"box":{"x":59,"y":482,"width":724,"height":13}},{"id":"9912cc0d-9a7e-4045-8cec-654f723d8ec4","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":214,"box":{"x":59,"y":509,"width":806,"height":12}},{"id":"7c29c136-51ca-4218-b38e-0360f057ff5b","block_type":"box","text":"effectiveness of the board. In our view, the company’s assessment should consider a number of factors, including each","page_number":214,"box":{"x":59,"y":524,"width":830,"height":12}},{"id":"e0f1033e-50e9-42ec-b318-cf92b5fe5e68","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":214,"box":{"x":59,"y":539,"width":857,"height":12}},{"id":"dd50e913-74d6-472a-9da3-f118af335838","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":214,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"b6486c27-8743-4580-a96b-1526a07e6e03","block_type":"box","text":"term financial returns.","page_number":214,"box":{"x":59,"y":569,"width":154,"height":10}},{"id":"31f0579b-d27f-4ff2-aaf6-77c03b5d507e","block_type":"box","text":"Director independence","page_number":214,"box":{"x":60,"y":596,"width":164,"height":12}},{"id":"64db012e-4e28-4d8f-94e7-33ad1718b821","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":214,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"70bd1d93-8fa6-49cd-80c7-441bb1eedc02","block_type":"box","text":"corporate governance across markets.","page_number":214,"box":{"x":59,"y":637,"width":267,"height":13}},{"id":"96f85c92-c050-43d5-86d8-c5ace274bd7e","block_type":"box","text":"(6)","page_number":214,"box":{"x":328,"y":635,"width":14,"height":8}},{"id":"8ff8041c-767e-43b5-9aa4-84aa464e4bc1","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":214,"box":{"x":347,"y":637,"width":571,"height":13}},{"id":"f29cb1d0-ecb8-4e06-b8e2-92d5f9d3feb2","block_type":"box","text":"conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to oversee","page_number":214,"box":{"x":59,"y":652,"width":849,"height":13}},{"id":"0990c0a6-c8f5-41c6-8f35-e118d45e269d","block_type":"box","text":"management. We generally consider it good practice for independent directors to make a majority of the board, or in the case","page_number":214,"box":{"x":60,"y":668,"width":878,"height":12}},{"id":"f0df0924-9415-4677-98b5-e3d8d2e5024f","block_type":"box","text":"of controlled companies, at least one-third.","page_number":214,"box":{"x":59,"y":683,"width":301,"height":12}},{"id":"96803dd7-e264-4dd4-88e7-31a7c77a8c9d","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":214,"box":{"x":59,"y":709,"width":529,"height":12}},{"id":"b19cf1c8-9eac-4e64-8334-a3b3419cb4fd","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":214,"box":{"x":59,"y":729,"width":466,"height":13}},{"id":"14aa9843-ca31-4a6d-a187-2dcd936f15bb","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":214,"box":{"x":59,"y":749,"width":627,"height":13}},{"id":"260931e2-d8dd-4f93-8c0a-c7e35da4e122","block_type":"box","text":"• Interlocking directorates","page_number":214,"box":{"x":59,"y":770,"width":203,"height":12}},{"id":"2bcae62e-6f27-42a5-951e-2bfc578eab76","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":214,"box":{"x":59,"y":790,"width":853,"height":12}},{"id":"8e5d5db6-1f4e-4d0f-b9d6-de49c8c9b9a4","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":214,"box":{"x":92,"y":805,"width":646,"height":12}},{"id":"0ba96ef7-c34f-4544-bda5-93f0be426a09","block_type":"box","text":"(5) In most markets, directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary b","page_number":214,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"8bbae8aa-19c0-41f3-abf2-5c610ff4a084","block_type":"box","text":"est","page_number":214,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"a0b72394-7275-4450-9960-0b746f60d5f6","block_type":"box","text":"practice.","page_number":214,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"102b112b-99dd-4884-9057-554656918bac","block_type":"box","text":"(6) For example, please see: Tokyo Stock Exchange, “Japan’s Corporate Governance Code,” June 11, 2021; Financial Reporting Council, “UK Corporate G","page_number":214,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"9e6d5a0d-fce1-400c-bdcb-fae6e9494292","block_type":"box","text":"ov","page_number":214,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"a3c008cc-c352-4ddc-bf7a-e4a3adda35b2","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":214,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"f3106612-2f38-4d52-b045-2537561b7b9c","block_type":"box","text":"A-24","page_number":214,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"53bcb0e1-2862-4d87-a053-dc4391d01fa1","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":215,"box":{"x":60,"y":67,"width":847,"height":12}},{"id":"6264e32f-5170-4e74-be35-4759f08bce37","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":215,"box":{"x":60,"y":82,"width":838,"height":12}},{"id":"f89502e6-8d57-4fb9-9d40-6bad7abc037d","block_type":"box","text":"designated as a lead independent director. The role of this director is to support independent board members in fulfilling their","page_number":215,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"c3fbbfda-26df-4d19-89f5-9b028f157341","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":215,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"7b721add-faa8-4544-9543-b894cf3a7fb0","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":215,"box":{"x":59,"y":127,"width":870,"height":12}},{"id":"c827c721-c45d-45fe-a35a-0d7f9dcd60d4","block_type":"box","text":"another appropriate director is available to meet with shareholders to explain and contextualize a company’s approach as a","page_number":215,"box":{"x":59,"y":142,"width":862,"height":13}},{"id":"dd321ac6-5e11-4efc-9a14-62230cc30614","block_type":"box","text":"situation warrants.","page_number":215,"box":{"x":59,"y":158,"width":130,"height":9}},{"id":"917e2d2d-1cfe-448a-a984-facbe846d796","block_type":"box","text":"Boards may face matters that could involve conflicts of interest for executives or affiliated directors, or that require additional","page_number":215,"box":{"x":60,"y":184,"width":871,"height":12}},{"id":"5aff6894-ab70-4726-9202-2258ea4927e1","block_type":"box","text":"focus. It is our view that objective oversight of such matters is best achieved when the board forms committees with a","page_number":215,"box":{"x":59,"y":199,"width":827,"height":12}},{"id":"f3ffbabe-cbe1-44da-936e-a8951d441484","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":215,"box":{"x":60,"y":214,"width":840,"height":12}},{"id":"729f556d-1cf1-46ad-a141-3f09df37d732","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":215,"box":{"x":59,"y":229,"width":851,"height":12}},{"id":"2b349e8e-380d-435b-9586-dcbc0b52b99e","block_type":"box","text":"hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to","page_number":215,"box":{"x":60,"y":244,"width":827,"height":13}},{"id":"3580f704-1393-40ea-bc29-6001eac3bbba","block_type":"box","text":"investigate a significant adverse event.","page_number":215,"box":{"x":60,"y":259,"width":267,"height":13}},{"id":"2f4dc01e-b6b8-4c88-878b-b7d933a8796d","block_type":"box","text":"Sufficient capacity","page_number":215,"box":{"x":59,"y":286,"width":133,"height":12}},{"id":"fdc8c8f4-5fe5-44fd-bf40-87292d58fbee","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":215,"box":{"x":59,"y":312,"width":835,"height":13}},{"id":"b847ebea-d224-41fe-9f4f-998882d0399c","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":215,"box":{"x":59,"y":327,"width":806,"height":13}},{"id":"5cdb08c4-c2b5-4e79-81c1-93b76ca313f4","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":215,"box":{"x":60,"y":343,"width":872,"height":12}},{"id":"81a2f931-7176-4262-b383-f21704c1caed","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":215,"box":{"x":59,"y":358,"width":613,"height":12}},{"id":"41870ce2-8246-4394-954a-2bdfea01135a","block_type":"box","text":"Board composition","page_number":215,"box":{"x":60,"y":384,"width":135,"height":12}},{"id":"89f99478-cfd6-4efd-b6f1-f2be691367c1","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":215,"box":{"x":60,"y":411,"width":780,"height":12}},{"id":"14f812dc-f9c4-44ad-8ac7-4b72228695a6","block_type":"box","text":"capitalization, and ownership structure, as well as the market in which the company operates. We find it helpful when","page_number":215,"box":{"x":59,"y":426,"width":822,"height":12}},{"id":"30f02538-01cb-48df-ab75-9a63da9d37e6","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":215,"box":{"x":59,"y":441,"width":758,"height":12}},{"id":"5c6c7cb2-fe47-4033-97e4-b8c2ec9bec66","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":215,"box":{"x":59,"y":467,"width":876,"height":13}},{"id":"8b6343d8-6e63-4822-b45a-11843a1d2f28","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":215,"box":{"x":59,"y":482,"width":854,"height":13}},{"id":"a6b416d3-beab-47ee-8f62-cd0b584f1333","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":215,"box":{"x":59,"y":497,"width":827,"height":13}},{"id":"0a449b57-ce3b-4f93-b0e5-a4b59527f783","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":215,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"dc729ce0-2ba6-47de-9339-845ae7fc480d","block_type":"box","text":"with professional characteristics relevant to a company’s business and strategy enhance the ability of the board to add value","page_number":215,"box":{"x":59,"y":528,"width":871,"height":12}},{"id":"d901e09d-ed26-4cdf-a492-bda0c4b5ecbd","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":215,"box":{"x":59,"y":543,"width":378,"height":10}},{"id":"1a3c8a3c-7d82-484f-b22b-7db609698ff9","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":215,"box":{"x":60,"y":569,"width":860,"height":13}},{"id":"5db15352-26b0-45cd-9c64-f56bea5e3136","block_type":"box","text":"as a means of avoiding “group think” in the board’s exercise of its responsibilities to advise and oversee management. We","page_number":215,"box":{"x":59,"y":584,"width":849,"height":13}},{"id":"b8144d7f-a7ea-47c9-a300-b141a2d52b2a","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":215,"box":{"x":60,"y":600,"width":829,"height":12}},{"id":"bc89bd67-1505-49d8-b3fc-28baf651aa4c","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":215,"box":{"x":59,"y":615,"width":500,"height":12}},{"id":"fbddea6c-b88c-448d-9516-85ca8c386ddf","block_type":"box","text":"Auditors and audit-related issues","page_number":215,"box":{"x":59,"y":641,"width":239,"height":10}},{"id":"471689e2-6fb7-4c84-927c-553adf016299","block_type":"box","text":"BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s","page_number":215,"box":{"x":60,"y":668,"width":856,"height":12}},{"id":"66a4ac28-29e2-4a68-b20d-d4b2be02494a","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":215,"box":{"x":59,"y":683,"width":810,"height":12}},{"id":"a2409178-c345-4fe4-b7e5-babdab007012","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":215,"box":{"x":59,"y":698,"width":458,"height":12}},{"id":"08a59269-d919-409e-8b53-1bcae33d1902","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":215,"box":{"x":59,"y":724,"width":854,"height":13}},{"id":"76211c85-c64d-4bc4-baed-a9965952b833","block_type":"box","text":"and the internal audit function at a company. The committee plays an important role in a company’s financial reporting","page_number":215,"box":{"x":59,"y":739,"width":834,"height":13}},{"id":"17268ac2-d18e-40cf-b37b-334feac42380","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":215,"box":{"x":59,"y":754,"width":847,"height":13}},{"id":"ea5d0d3d-fb4a-4ed1-9763-1fa465f41a2d","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":215,"box":{"x":60,"y":770,"width":851,"height":11}},{"id":"3cb32399-d9f7-4c1b-9d39-96ce76228b7d","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":215,"box":{"x":59,"y":785,"width":527,"height":12}},{"id":"a5980caa-9d64-43f3-87cd-af7bed9a91d2","block_type":"box","text":"(7)","page_number":215,"box":{"x":588,"y":783,"width":14,"height":8}},{"id":"1dfa5e7f-d495-410c-822c-9c4f15b10097","block_type":"box","text":"In our view, effective audit committee","page_number":215,"box":{"x":608,"y":785,"width":262,"height":11}},{"id":"ca77b34d-6e6a-4c3a-a554-0d6c43c725fe","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":215,"box":{"x":59,"y":800,"width":831,"height":12}},{"id":"11f6f2b6-54c1-4679-b001-d788d54af61e","block_type":"box","text":"reassurance to shareholders.","page_number":215,"box":{"x":60,"y":815,"width":199,"height":10}},{"id":"e09d196b-1c96-4d40-aaaa-8f34b71f575a","block_type":"box","text":"(7) Enterprise Risk Management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":215,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"a7345931-c2c4-4559-8113-0dcb7c225438","block_type":"box","text":"ng and","page_number":215,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"e7993840-94ab-4298-9346-7523452a37b7","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":215,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"8e07a769-356d-4c1e-9674-2c00dc9f7fc4","block_type":"box","text":"son","page_number":215,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"d84423cb-8fa0-4c43-8127-f255d202478d","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":215,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"f3d6c66c-2e31-4a48-abbc-23af64bd07b3","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":215,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"b9054528-9746-4ac1-b746-998f3ad7eb06","block_type":"box","text":"A-25","page_number":215,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"c551ba48-4e50-4da8-b297-3cc05e88da75","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":216,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"00159a59-bf3d-43de-9438-38b693a41df4","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":216,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"ebdb56de-7563-4f17-a971-7bab644ba9c4","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":216,"box":{"x":60,"y":97,"width":807,"height":12}},{"id":"b6f1ef14-dcdf-4319-badd-5f2bfb56f3cc","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":216,"box":{"x":60,"y":112,"width":825,"height":12}},{"id":"6e8c1319-57b3-440f-8b92-065f4133cb4d","block_type":"box","text":"oversee the audit process and related activities.","page_number":216,"box":{"x":59,"y":127,"width":330,"height":12}},{"id":"0f6c709a-9845-4a40-918f-1afd3a19849e","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":216,"box":{"x":59,"y":154,"width":871,"height":12}},{"id":"72504878-d015-4d80-8dd6-6dd972fb3b8e","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, we look to audit committees to provide timely","page_number":216,"box":{"x":59,"y":169,"width":811,"height":12}},{"id":"da2653de-950d-443e-b6ae-e83441acde36","block_type":"box","text":"disclosure on the remediation of key and critical audit matters identified either by the external auditor or internal audit","page_number":216,"box":{"x":59,"y":184,"width":827,"height":12}},{"id":"bd6fb9ed-556c-4d57-8d55-01575b50dde6","block_type":"box","text":"function.","page_number":216,"box":{"x":59,"y":199,"width":62,"height":10}},{"id":"bbc9b429-7200-402c-889e-ce35e4acff74","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments that could compromise its ability","page_number":216,"box":{"x":59,"y":225,"width":874,"height":13}},{"id":"5dcddbca-60c1-4969-bb40-9cf41d6efef5","block_type":"box","text":"to serve as an effective check on management. To that end, it is important that auditors are, and are seen to be, independent.","page_number":216,"box":{"x":59,"y":240,"width":876,"height":13}},{"id":"5061f798-8528-48c3-a6cb-a2a0bf3a6aac","block_type":"box","text":"Where an audit firm provides services to the company in addition to the audit, we look for the fees earned to be disclosed","page_number":216,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"ad08e880-661e-4793-95e3-b1fb73220ccd","block_type":"box","text":"and explained. We look for audit committees to have in place a procedure for assessing the independence of the auditor and","page_number":216,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"a142ac9a-ff66-48e1-91de-63ddd08fae96","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":216,"box":{"x":59,"y":286,"width":416,"height":12}},{"id":"93a00dab-fd7e-4b99-9986-4cd9b3df1b90","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":216,"box":{"x":59,"y":312,"width":791,"height":13}},{"id":"4c13f4da-ea2b-447e-ab20-709038dcb36c","block_type":"box","text":"management practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to","page_number":216,"box":{"x":60,"y":327,"width":838,"height":13}},{"id":"42fe8d05-7076-4fa7-aeea-f25895b034da","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":216,"box":{"x":59,"y":343,"width":844,"height":12}},{"id":"678295b5-9fc5-4cfe-816c-6b5ffa16478e","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":216,"box":{"x":60,"y":358,"width":857,"height":12}},{"id":"4269b7db-c009-4e64-9993-524edf764176","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":216,"box":{"x":59,"y":373,"width":731,"height":12}},{"id":"608e9ac5-d98d-4e84-ac58-59e177516c5d","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":216,"box":{"x":59,"y":399,"width":577,"height":13}},{"id":"f649b44d-940b-4af3-8ec4-48af91c18282","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":216,"box":{"x":59,"y":426,"width":852,"height":12}},{"id":"d272c640-129c-4ea2-85f1-f9e7d7bf682d","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":216,"box":{"x":59,"y":441,"width":841,"height":12}},{"id":"41dc507b-4758-49f5-8d0e-4ddc7bd1ed81","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":216,"box":{"x":59,"y":456,"width":351,"height":12}},{"id":"4692ae94-df74-4c26-99b1-3418457aedfe","block_type":"box","text":"In principle, we have concerns with the creation of a share class with equivalent economic exposure and differentiated voting","page_number":216,"box":{"x":60,"y":482,"width":874,"height":13}},{"id":"c5d18189-7a8d-48ee-b567-8790aea87205","block_type":"box","text":"rights. As a result, BIS generally supports bylaw amendments that introduce the adoption of “one share, one vote” for","page_number":216,"box":{"x":60,"y":497,"width":821,"height":13}},{"id":"b28e6f89-0d41-4e85-8397-8f61797d21ba","block_type":"box","text":"registered shareholders.","page_number":216,"box":{"x":60,"y":513,"width":166,"height":12}},{"id":"ce18ff9c-bdd2-4152-be50-3b9f49282593","block_type":"box","text":"However, we recognize that in certain markets, at least for a period of time, companies may have a valid reason for listing","page_number":216,"box":{"x":60,"y":539,"width":844,"height":12}},{"id":"ce6bb0f2-af84-4758-b4c5-296c45df7837","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":216,"box":{"x":59,"y":554,"width":808,"height":13}},{"id":"cdb7b687-a661-49d6-946f-dc993340c18b","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":216,"box":{"x":59,"y":569,"width":856,"height":13}},{"id":"ee9186d2-e0e5-4966-b506-39780cf1a875","block_type":"box","text":"their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal","page_number":216,"box":{"x":59,"y":584,"width":858,"height":13}},{"id":"7445cfb5-6647-43c0-b0a9-ee163b1b537a","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":216,"box":{"x":59,"y":600,"width":878,"height":12}},{"id":"d6127a7a-e003-40aa-ac23-ce6104ed3e84","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":216,"box":{"x":59,"y":615,"width":629,"height":12}},{"id":"bcfaaa5b-5156-4694-a236-23a77a9c90cd","block_type":"box","text":"In assessing mergers, asset sales, or other special situations, BIS’ primary consideration is the long-term financial interests of","page_number":216,"box":{"x":60,"y":641,"width":874,"height":12}},{"id":"a6ce4116-29fa-4cf9-a4cd-d7ce63cffcfb","block_type":"box","text":"our clients as shareholders, and so we will review any proposed transaction with that objective in mind. Typically, we review","page_number":216,"box":{"x":59,"y":656,"width":865,"height":13}},{"id":"9370ad9a-3077-4af2-b4e6-99a08edfdc86","block_type":"box","text":"factors such as whether the proposed transaction has the unanimous support of the board and has been negotiated at arm’s","page_number":216,"box":{"x":59,"y":671,"width":875,"height":13}},{"id":"bdbc98ed-318d-4a4a-8d8d-cc8acf68c730","block_type":"box","text":"length, and whether the board or management has clearly explained its economic and strategic rationale. We may also seek","page_number":216,"box":{"x":60,"y":686,"width":867,"height":13}},{"id":"2390e2c9-3ea8-48e8-a80c-caa6bace1bef","block_type":"box","text":"reassurance from the board that the financial interests of executives and/or board members in a given transaction have not","page_number":216,"box":{"x":60,"y":702,"width":864,"height":12}},{"id":"bcb5eaf7-3e65-4e51-90e1-dbdc390400bf","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":216,"box":{"x":59,"y":717,"width":826,"height":12}},{"id":"5ca68609-e370-4ec3-80ed-c81848c3fb1e","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":216,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"138192ae-2e24-4e56-a77f-3042c5210f9c","block_type":"box","text":"ideally, the terms should have been assessed through an independent appraisal process. In addition, it is good practice that it","page_number":216,"box":{"x":60,"y":747,"width":873,"height":12}},{"id":"32d27dd9-c83b-4ae0-9e2e-a692fa1303a0","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":216,"box":{"x":60,"y":762,"width":423,"height":12}},{"id":"df4c0242-d9c6-4d7f-9229-861bda39af16","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":216,"box":{"x":59,"y":788,"width":826,"height":13}},{"id":"93450ace-751f-4a83-8980-38a217a1f481","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":216,"box":{"x":60,"y":804,"width":877,"height":12}},{"id":"ba14f1aa-a535-4ad6-8cc4-6001237ac563","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":216,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"fad5b19f-5e3d-4f04-95e8-b53587684ff8","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":216,"box":{"x":59,"y":834,"width":819,"height":12}},{"id":"0214ec3e-739f-426d-a075-854ceb889bf4","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":216,"box":{"x":59,"y":849,"width":852,"height":12}},{"id":"1a0b6511-a95f-46dc-a8c9-04e5296dd00c","block_type":"box","text":"periodically thereafter.","page_number":216,"box":{"x":59,"y":864,"width":155,"height":12}},{"id":"dc0e7e21-c093-4660-a837-dd9e4d085682","block_type":"box","text":"A-26","page_number":216,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"62f7e849-c3fe-4e27-9ad6-3a9c3180fb29","block_type":"box","text":"Executive compensation and benefits","page_number":217,"box":{"x":60,"y":67,"width":268,"height":12}},{"id":"81e08790-9567-46ed-85f1-f8a373f2aadf","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":217,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"8c2ce0c3-67e0-4826-9d9c-67effd741bc3","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":217,"box":{"x":59,"y":108,"width":867,"height":13}},{"id":"17f4ae66-9369-4b41-affd-57dcbccb527d","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":217,"box":{"x":59,"y":123,"width":774,"height":13}},{"id":"162d6a0b-e01d-4f99-9bb2-9407bd22cae4","block_type":"box","text":"(8)","page_number":217,"box":{"x":835,"y":121,"width":14,"height":8}},{"id":"5d998717-18ef-4d4f-9141-d1938769f774","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":217,"box":{"x":59,"y":150,"width":839,"height":12}},{"id":"93ab08a5-d248-4d32-877a-c4b1b3fec6df","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":217,"box":{"x":59,"y":165,"width":849,"height":12}},{"id":"cda9a555-b1c0-4b23-b74f-89fad9c2d616","block_type":"box","text":"and the corresponding metrics are aligned with the company’s strategy and business model. BIS does not have a position on","page_number":217,"box":{"x":59,"y":180,"width":871,"height":12}},{"id":"310ddbd9-996a-4e31-8f45-98c723fc6723","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":217,"box":{"x":59,"y":195,"width":878,"height":12}},{"id":"78d7d65f-107e-42f3-abe6-c49555047a96","block_type":"box","text":"look to companies to be as rigorous as they would be in setting other financial or operational targets. We appreciate when","page_number":217,"box":{"x":60,"y":210,"width":853,"height":13}},{"id":"31190806-d638-4467-a310-b927c03981bd","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":217,"box":{"x":60,"y":225,"width":854,"height":13}},{"id":"bd8e7da9-5916-4d7d-a3b6-f8ef5646f8a4","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":217,"box":{"x":60,"y":240,"width":608,"height":13}},{"id":"65aced7b-bad0-4078-80fe-b9b0070939f9","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":217,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"d8cc99d7-283d-403a-9893-58c3a10f3b60","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":217,"box":{"x":59,"y":282,"width":870,"height":12}},{"id":"3a90e857-8bb3-4448-a313-e458c2ce8c13","block_type":"box","text":"it operates in, and the individuals the board is trying to attract and retain. We look to the compensation committees to guard","page_number":217,"box":{"x":60,"y":297,"width":871,"height":13}},{"id":"ec2b62e8-24b8-4f01-8aab-902057e576e6","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":217,"box":{"x":59,"y":312,"width":831,"height":13}},{"id":"1f8024c8-4218-417c-ae3e-bfe2a7fa73bd","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":217,"box":{"x":59,"y":327,"width":863,"height":13}},{"id":"fbcb0b2e-470f-4aa8-ac2a-38d82e590159","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":217,"box":{"x":60,"y":343,"width":641,"height":12}},{"id":"3118260d-083f-4514-a6bb-5f8e5f48440f","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":217,"box":{"x":59,"y":369,"width":861,"height":12}},{"id":"ed343e31-7463-45a5-8123-2e55689d3e4a","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":217,"box":{"x":60,"y":384,"width":878,"height":12}},{"id":"5cc71343-8809-43bd-889d-ab5f4e2b04df","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. In addition, we acknowledge that the","page_number":217,"box":{"x":59,"y":399,"width":870,"height":13}},{"id":"8a73a200-6448-4903-96cd-da77e97e7498","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":217,"box":{"x":60,"y":414,"width":817,"height":13}},{"id":"8f35393f-69d7-4dcf-b879-8d5ca90fcc45","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":217,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"815162f5-9306-4077-9999-a950ebc2590f","block_type":"box","text":"total compensation on peer benchmarking.","page_number":217,"box":{"x":59,"y":445,"width":303,"height":12}},{"id":"7bcdf279-bf65-46d1-944f-59e805ad5e85","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":217,"box":{"x":59,"y":471,"width":826,"height":12}},{"id":"1cac88fc-a057-410d-8a5d-c1a527b822ba","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":217,"box":{"x":60,"y":486,"width":832,"height":12}},{"id":"8c4a9515-b7ba-4aaf-984a-eedb649e7903","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":217,"box":{"x":59,"y":501,"width":864,"height":13}},{"id":"5788dfbc-7cec-4d69-b4e3-4c6aed392193","block_type":"box","text":"or resulted in a criminal investigation.","page_number":217,"box":{"x":59,"y":516,"width":262,"height":13}},{"id":"e04c084f-7718-49ac-88df-ab614a6315a9","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":217,"box":{"x":60,"y":543,"width":839,"height":12}},{"id":"47eb2ee6-0809-4250-92ef-7017da10326e","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":217,"box":{"x":59,"y":558,"width":833,"height":12}},{"id":"70bfe300-80c2-4c42-a1d1-a3e515e234d1","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":217,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"4b5bcdb3-0e5f-43d9-8950-fcdccff07388","block_type":"box","text":"charged with overseeing.","page_number":217,"box":{"x":59,"y":588,"width":175,"height":13}},{"id":"c68c2bb4-7eb6-4fe1-81fd-34caf2a13c77","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":217,"box":{"x":59,"y":615,"width":872,"height":12}},{"id":"697e15df-26a3-4f1d-ba72-d1adc838fa66","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":217,"box":{"x":59,"y":630,"width":879,"height":12}},{"id":"1d1d4cfc-df45-43ca-b7d7-05d3ed7cbe58","block_type":"box","text":"as well as local market and policy developments","page_number":217,"box":{"x":59,"y":645,"width":336,"height":12}},{"id":"e3fdd278-5c49-417d-b9e7-40a57a5e700e","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":217,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"a69b1e89-089a-4681-850d-9cf4e520a3c3","block_type":"box","text":"management’s proposals to approve compensation, where they are on the agenda. We may also not support members of the","page_number":217,"box":{"x":60,"y":686,"width":877,"height":13}},{"id":"56c13470-f9a2-415c-85ee-211ac46cbafa","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":217,"box":{"x":59,"y":702,"width":722,"height":12}},{"id":"edfa2010-24f7-4c47-8f61-ab7b0b3f4ab7","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":217,"box":{"x":59,"y":728,"width":472,"height":12}},{"id":"5979633a-2ae9-498e-b503-57e75d92c32a","block_type":"box","text":"Corporate form","page_number":217,"box":{"x":59,"y":754,"width":111,"height":13}},{"id":"f63e65fc-a39d-415c-987f-e9078dc2beda","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":217,"box":{"x":60,"y":781,"width":874,"height":12}},{"id":"3354ec25-c888-4a81-9081-541511f664f1","block_type":"box","text":"purpose and business model.","page_number":217,"box":{"x":59,"y":796,"width":204,"height":12}},{"id":"c51072db-67d4-4c2b-b681-6ecf65a7b5c2","block_type":"box","text":"(9)","page_number":217,"box":{"x":265,"y":794,"width":14,"height":8}},{"id":"ad5280db-ba76-423c-a806-c4c3445b0308","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":217,"box":{"x":284,"y":796,"width":583,"height":12}},{"id":"839d1cb4-db83-4fb7-83ae-7eb03e4f7897","block_type":"box","text":"corporation, or similar entity, to put it to a shareholder vote if not already required to do so under applicable law. We","page_number":217,"box":{"x":59,"y":811,"width":811,"height":13}},{"id":"4a066c60-0b64-486b-ad27-2d86537a482b","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":217,"box":{"x":59,"y":826,"width":859,"height":13}},{"id":"4b8f369f-8166-4483-ba58-400a539e1078","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":217,"box":{"x":59,"y":841,"width":852,"height":13}},{"id":"334857f7-b7d1-4757-a222-62cf0fced0bb","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":217,"box":{"x":59,"y":857,"width":844,"height":12}},{"id":"c1005315-841e-4bff-91de-7252ad39429e","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":217,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"eb37f247-37b8-489e-b1e4-c908f687e4d2","block_type":"box","text":"A-27","page_number":217,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"bef4aba4-44d6-4830-aea7-e9ee78577a92","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":218,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"1ed2a20a-a39b-46a0-9026-ea823a19d7f1","block_type":"box","text":"on a case-by-case basis.","page_number":218,"box":{"x":59,"y":82,"width":169,"height":12}},{"id":"6ea3d80a-2b6a-4778-8ce3-dd655b7332d2","block_type":"box","text":"Shareholder proposals","page_number":218,"box":{"x":59,"y":108,"width":162,"height":13}},{"id":"244359ea-242d-41e5-ae6d-8ad1250196ec","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":218,"box":{"x":60,"y":135,"width":861,"height":12}},{"id":"93b953f7-834a-4657-8394-ab0f7650536d","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":218,"box":{"x":60,"y":150,"width":783,"height":12}},{"id":"28f68916-8f65-48b6-bae1-5074e208f5e6","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":218,"box":{"x":60,"y":165,"width":859,"height":12}},{"id":"f4923b67-9eac-4855-b400-88295e1c8922","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":218,"box":{"x":59,"y":180,"width":575,"height":12}},{"id":"48311eaf-2c1a-4ec3-8f0f-7be92a1ef85f","block_type":"box","text":"BIS takes a case-by-case approach to voting on shareholder proposals and maintains a singular focus on the proposal’s","page_number":218,"box":{"x":60,"y":206,"width":834,"height":13}},{"id":"9b777162-d926-4d45-b240-46b6b77a2393","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":218,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"aaf856d2-f0bf-425d-b549-5c6c34d1c985","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":218,"box":{"x":59,"y":237,"width":828,"height":12}},{"id":"d71e3ee8-0f7a-4dbb-a5e0-f85302fa5b83","block_type":"box","text":"proposals that request disclosures that help us, as long-term investors on behalf of our clients, better understand the","page_number":218,"box":{"x":59,"y":252,"width":819,"height":12}},{"id":"2876127f-4506-4d13-8dff-a53b8cde81aa","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":218,"box":{"x":60,"y":267,"width":833,"height":12}},{"id":"1ac30f0e-f2d8-4888-9f4b-826be75873e5","block_type":"box","text":"additive given the company’s existing disclosures. We look for consistency between the specific request formally made in the","page_number":218,"box":{"x":59,"y":282,"width":874,"height":12}},{"id":"5929044c-2116-44e2-b863-7f1eaac55d61","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":218,"box":{"x":59,"y":297,"width":834,"height":13}},{"id":"c54becff-0609-4d28-9224-ca31a1ea9445","block_type":"box","text":"company’s practices and disclosures and the costs and benefits to the company of meeting the request made in the","page_number":218,"box":{"x":59,"y":312,"width":811,"height":13}},{"id":"7198bd92-2fec-4cf5-b7e0-3e0bdd8d5b3d","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":218,"box":{"x":59,"y":327,"width":813,"height":13}},{"id":"246990d0-9cfd-4944-8aaf-88a090535759","block_type":"box","text":"BIS does not support shareholder proposals that we view as inconsistent with long-term financial value or that seek to","page_number":218,"box":{"x":60,"y":354,"width":827,"height":12}},{"id":"c3bee297-f4c3-49d2-b0a0-5ab623607f1a","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":218,"box":{"x":60,"y":369,"width":828,"height":12}},{"id":"acf96ea4-fb7a-48c2-a765-32b75ed42b86","block_type":"box","text":"advisory or legally binding depending on the jurisdiction, while others may make requests that would be deemed illegal in a","page_number":218,"box":{"x":59,"y":384,"width":864,"height":12}},{"id":"93a3f3e4-9ede-4f6d-a35a-651e864f97db","block_type":"box","text":"given jurisdiction.","page_number":218,"box":{"x":59,"y":399,"width":122,"height":13}},{"id":"7aaf5205-fa49-4746-b074-6a9106d471ce","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":218,"box":{"x":60,"y":426,"width":856,"height":12}},{"id":"b24fd5b8-f131-4f3e-9653-ac5021d78eb9","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":218,"box":{"x":59,"y":441,"width":866,"height":12}},{"id":"ac1f5181-54c0-42b3-b635-cb06fca47597","block_type":"box","text":"proponent’s supporting statement may refer to topics that are not directly related to the request made in the proposal. In","page_number":218,"box":{"x":59,"y":456,"width":847,"height":12}},{"id":"52e0ee25-61ed-482f-8d5e-f5a8786dfcae","block_type":"box","text":"voting on behalf of clients, we must vote yes or no on the proposal as phrased by the proponent. Therefore, when we vote in","page_number":218,"box":{"x":59,"y":471,"width":870,"height":12}},{"id":"72387288-aedf-425f-af8b-a5cad2200c43","block_type":"box","text":"support of a proposal, we are not necessarily endorsing every element of the proposal or the reasoning, objectives, or","page_number":218,"box":{"x":59,"y":486,"width":821,"height":12}},{"id":"e0dc9628-d1fd-41d1-b8da-9b135517473e","block_type":"box","text":"supporting statement of the proponent. We may support a proposal for different reasons than those put forth by the","page_number":218,"box":{"x":59,"y":501,"width":814,"height":13}},{"id":"c51885fe-83b4-4fb2-acae-c5df5ec0460c","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":218,"box":{"x":59,"y":516,"width":677,"height":13}},{"id":"a384494d-e328-4293-b3cd-02a9c48c9676","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":218,"box":{"x":60,"y":543,"width":856,"height":12}},{"id":"ff413671-b74c-4280-ae9f-063f96b4ee1c","block_type":"box","text":"limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients. BlackRock does","page_number":218,"box":{"x":60,"y":558,"width":852,"height":12}},{"id":"6cf907b5-6904-49c7-bee3-d0fd440350e9","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":218,"box":{"x":60,"y":573,"width":828,"height":12}},{"id":"cd64fe0e-182a-4760-a47b-30009d33dcc6","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":218,"box":{"x":60,"y":588,"width":582,"height":13}},{"id":"46a00a34-8132-4427-ba5a-32b9eff4c8bb","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":218,"box":{"x":59,"y":615,"width":387,"height":12}},{"id":"1650ac2c-28cd-4f0e-89cc-4f4303be199d","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":218,"box":{"x":59,"y":641,"width":868,"height":12}},{"id":"cfb57688-722a-417a-9c4a-b4771cc6d307","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":218,"box":{"x":59,"y":656,"width":836,"height":13}},{"id":"fcac94fb-cccc-465a-99e2-318a1d3761d8","block_type":"box","text":"creation.","page_number":218,"box":{"x":59,"y":672,"width":60,"height":9}},{"id":"1d024a2d-3ef3-492d-9ebf-a80a486e918e","block_type":"box","text":"(10)","page_number":218,"box":{"x":121,"y":669,"width":20,"height":8}},{"id":"2df27b0d-be56-444e-a926-2319a2768d06","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":218,"box":{"x":59,"y":698,"width":834,"height":12}},{"id":"8995d10d-09d5-4ccb-8177-999598bdfcac","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":218,"box":{"x":60,"y":713,"width":830,"height":12}},{"id":"3d5a4013-c864-44d3-abb3-0e68410a86fb","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":218,"box":{"x":59,"y":728,"width":846,"height":12}},{"id":"d17b6920-a7ef-442a-bf55-585896f910b7","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":218,"box":{"x":59,"y":743,"width":781,"height":12}},{"id":"b5999857-cc6f-4ee2-ac69-cdca691e71fa","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":218,"box":{"x":59,"y":770,"width":843,"height":12}},{"id":"a069db3a-9b0d-4e91-b77c-5ea225e570d0","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":218,"box":{"x":59,"y":785,"width":878,"height":12}},{"id":"c8c550bf-dacb-463a-9cf6-deee0048e6a0","block_type":"box","text":"useful in our analysis.","page_number":218,"box":{"x":60,"y":800,"width":149,"height":12}},{"id":"47e31cce-d46b-4024-85a0-ab327707a725","block_type":"box","text":"(11)","page_number":218,"box":{"x":211,"y":798,"width":20,"height":8}},{"id":"0530a31a-0566-4de1-9229-72e7cceeb19c","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":218,"box":{"x":237,"y":800,"width":641,"height":12}},{"id":"b0072c26-db7a-4895-8ba9-dd949778ef22","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":218,"box":{"x":59,"y":838,"width":462,"height":10}},{"id":"77b62818-4e2d-43b1-8c40-d4f2ed72d84c","block_type":"box","text":"(10) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":218,"box":{"x":59,"y":853,"width":825,"height":10}},{"id":"71b29b0c-94a9-44f0-a120-a461803577d9","block_type":"box","text":"del that","page_number":218,"box":{"x":885,"y":853,"width":42,"height":8}},{"id":"54026ad2-b7dd-49e7-ae68-68fce16bc02d","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":218,"box":{"x":92,"y":866,"width":826,"height":10}},{"id":"97ab3a9b-3528-47a4-a31c-d9f083382855","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":218,"box":{"x":92,"y":879,"width":832,"height":9}},{"id":"d2cb4d67-583b-40bc-bc4f-e53955f40eb5","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":218,"box":{"x":91,"y":891,"width":443,"height":10}},{"id":"008fbfd1-9267-4c95-94c9-9fc589d1f85c","block_type":"box","text":"A-28","page_number":218,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"02450337-cb6e-49d2-90f4-65c8060b961e","block_type":"box","text":"recognize that companies may report using different standards, some of which may be required by regulation. In such cases,","page_number":219,"box":{"x":60,"y":67,"width":869,"height":12}},{"id":"3b81cd57-b3ed-441b-a54c-f688f2bd7c92","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":219,"box":{"x":59,"y":82,"width":588,"height":12}},{"id":"7ea30344-9efe-45fa-86f9-1734ef6d8948","block_type":"box","text":"We also recognize that companies may be phasing in reporting over several years. We do not prescribe timelines regarding","page_number":219,"box":{"x":59,"y":108,"width":855,"height":13}},{"id":"0a6a4d10-fbcd-4b3a-b1f7-7d2af4e3f460","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":219,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"63504d78-5a7a-4ecf-8412-e91163b7d3e0","block_type":"box","text":"in advance of their shareholder meeting, to the best of their abilities, to provide investors with time to assess the data and","page_number":219,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"fe2dc9ba-8c55-4bdf-8484-9ff187c98879","block_type":"box","text":"make informed voting decisions.","page_number":219,"box":{"x":60,"y":154,"width":226,"height":12}},{"id":"e2ffcf74-8a2f-4cb7-964a-a24d93f00f2b","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":219,"box":{"x":60,"y":180,"width":863,"height":12}},{"id":"0cbe4c00-2743-45ea-bb78-c18a230086b4","block_type":"box","text":"and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies disclose","page_number":219,"box":{"x":59,"y":195,"width":872,"height":12}},{"id":"e19c0abe-b344-4bc3-9c33-9703e43e6912","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":219,"box":{"x":59,"y":210,"width":872,"height":13}},{"id":"ed18f1a0-4f4c-4273-998b-a0a94b0c3cca","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":219,"box":{"x":60,"y":225,"width":841,"height":13}},{"id":"f4882579-c299-47fe-9376-79f7a4afe050","block_type":"box","text":"responsible business practices.","page_number":219,"box":{"x":60,"y":240,"width":214,"height":13}},{"id":"861d1e97-39b5-4a60-b3f1-13e9170a1845","block_type":"box","text":"Climate and nature-related risk","page_number":219,"box":{"x":76,"y":267,"width":224,"height":10}},{"id":"e9c92c8a-9c55-414c-8978-d4bcd48b67d3","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":219,"box":{"x":59,"y":293,"width":828,"height":13}},{"id":"eba89a80-80b6-4401-b9ce-2ba10fcda238","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":219,"box":{"x":60,"y":308,"width":865,"height":13}},{"id":"7eb7c2ed-c341-4808-a09e-b6fac486ea2f","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":219,"box":{"x":59,"y":324,"width":818,"height":12}},{"id":"dac44d8e-19a4-4bf8-9f95-e97277dc3129","block_type":"box","text":"transition, including where available, their transition plan.","page_number":219,"box":{"x":59,"y":339,"width":400,"height":12}},{"id":"715551d6-5a8b-44df-a753-626478072b22","block_type":"box","text":"(12), (13)","page_number":219,"box":{"x":461,"y":337,"width":49,"height":8}},{"id":"8bf07249-66e1-484e-9320-270986ec587d","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":219,"box":{"x":516,"y":339,"width":393,"height":12}},{"id":"54533263-e0a5-43c7-8a34-1eaa37ed8840","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":219,"box":{"x":60,"y":354,"width":820,"height":12}},{"id":"10268a8c-1023-409f-931b-f055e481febb","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":219,"box":{"x":60,"y":369,"width":480,"height":12}},{"id":"a5c11c24-9eb8-4000-9d53-5ae56018aa5e","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":219,"box":{"x":60,"y":395,"width":878,"height":13}},{"id":"758af68e-0488-46e4-955c-a14b82b654b0","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":219,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"27f0c0fa-f5a0-487d-85ac-b1c8e878ada0","block_type":"box","text":"market.","page_number":219,"box":{"x":60,"y":426,"width":51,"height":9}},{"id":"24f645c1-96b5-44ca-8c55-23e199846b44","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":219,"box":{"x":59,"y":452,"width":875,"height":12}},{"id":"c3920f60-c564-4b06-85c9-ea46a5c3835b","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":219,"box":{"x":59,"y":467,"width":825,"height":13}},{"id":"0dc8849c-6765-4bce-9ed9-86bb16415d0a","block_type":"box","text":"companies are managing the risks associated with a transition to a low-carbon economy by managing their own carbon","page_number":219,"box":{"x":59,"y":482,"width":842,"height":13}},{"id":"b472c750-f699-4658-98d7-a7b48c34b460","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":219,"box":{"x":59,"y":497,"width":491,"height":13}},{"id":"5e11c8cb-60b4-4547-b743-7357f941a4a3","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":219,"box":{"x":59,"y":524,"width":846,"height":12}},{"id":"1216ef29-b1cd-455c-8a58-65b6f8544b05","block_type":"box","text":"targets, ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":219,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"f1168d71-85a7-4409-9e27-11c648f5ed25","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":219,"box":{"x":60,"y":554,"width":832,"height":13}},{"id":"b2eb8d8a-8804-4b04-9e65-09381869704d","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":219,"box":{"x":59,"y":581,"width":870,"height":12}},{"id":"a5bfe542-d6c1-4617-bfdc-dce6cccdd422","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":219,"box":{"x":59,"y":596,"width":825,"height":12}},{"id":"5ad4b52d-a209-4771-bf22-ee74a0c1442e","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":219,"box":{"x":59,"y":611,"width":828,"height":12}},{"id":"3b65aeb8-448e-4719-9c7c-657a933154ca","block_type":"box","text":"choose to make regarding material scope 3 emissions and recognize that these are provided on a good-faith basis as","page_number":219,"box":{"x":59,"y":626,"width":817,"height":12}},{"id":"aa8d1c94-7b72-4c1c-8d95-38a4201033e1","block_type":"box","text":"methodology develops.","page_number":219,"box":{"x":60,"y":641,"width":162,"height":12}},{"id":"a243e991-aced-4abe-b47d-c3b94f1166cd","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":219,"box":{"x":60,"y":668,"width":826,"height":12}},{"id":"abca9ef3-872f-4e3a-a5db-90d3b175db5f","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":219,"box":{"x":60,"y":683,"width":835,"height":12}},{"id":"2d736d2a-3f55-44fd-ac77-82e15cb60921","block_type":"box","text":"(11) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":219,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"4a630591-afdc-4dea-8759-72a4e5a2bcb7","block_type":"box","text":"ld on","page_number":219,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"46a814b6-1970-4a66-9d69-8d3704ce28ae","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":219,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"e7130370-9a67-4f44-9757-931ef10e8eb9","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":219,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"fcd5b260-c387-43a4-9d29-bf1b0438d621","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":219,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"dfc692fd-82ec-4444-9a58-86cb6e8e0bcb","block_type":"box","text":"accessed in December 2025.","page_number":219,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"dcf7b856-78f0-4d3f-9ca9-a5862233b0b2","block_type":"box","text":"(12) We have observed that more companies are developing such plans, and public policymakers in certain markets are signaling their intentions to req","page_number":219,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"c0581588-0b0a-40d9-a9e0-1c8a71f32875","block_type":"box","text":"uire","page_number":219,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"b3aa2365-8028-4e7d-a352-4dd272d39ded","block_type":"box","text":"them or already have requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network fo","page_number":219,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"558b1858-5130-4650-8ff2-1de8e0182599","block_type":"box","text":"for","page_number":219,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"c7573d0f-879d-4f31-820f-a0b3c2fec5ba","block_type":"box","text":"information). We view transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambi","page_number":219,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"7262bde2-0ac5-4ea4-9c1a-1880e6588c46","block_type":"box","text":"tion, objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there rema","page_number":219,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"7844115c-2453-4f66-9b1d-ed9a3ed6fe59","block_type":"box","text":"ins","page_number":219,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"9e5f6f6d-26b8-428d-b10d-549345ffd0b7","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. While transition plans can be helpful disclosure, BIS does not make the","page_number":219,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"bad6443b-c18f-4b9c-90cf-3bb11834b647","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":219,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"16f956ec-db70-45bd-b69d-31c3d5234115","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":219,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"cfe06004-9f13-47c7-8cbf-c3c029521a5a","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":219,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"f79befdc-00ba-471b-a34b-3a9811364489","block_type":"box","text":"A-29","page_number":219,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b26dc9e0-cad5-42e6-a357-4e7bc5f5ebac","block_type":"box","text":"financial returns.","page_number":220,"box":{"x":59,"y":67,"width":116,"height":9}},{"id":"b4b0d56e-2a3d-421b-a961-2ee0835d0c16","block_type":"box","text":"(14)","page_number":220,"box":{"x":177,"y":65,"width":20,"height":8}},{"id":"90b03a40-19b5-4ae8-9929-de6c223ef1c9","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":220,"box":{"x":203,"y":67,"width":722,"height":12}},{"id":"c90dea83-1938-4ecc-9019-6b6277aba966","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":220,"box":{"x":60,"y":82,"width":538,"height":12}},{"id":"36079f98-abb8-48b0-8060-cb91a5c5c2fc","block_type":"box","text":"(15)","page_number":220,"box":{"x":600,"y":80,"width":20,"height":8}},{"id":"94623cf5-ef08-4dd6-997b-32aa266799e7","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":220,"box":{"x":76,"y":108,"width":519,"height":13}},{"id":"2021f22a-673d-4c1d-929c-b767e075035b","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":220,"box":{"x":59,"y":135,"width":784,"height":12}},{"id":"1d6e4994-28e1-4499-85bf-db48b4959aaf","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":220,"box":{"x":59,"y":150,"width":842,"height":12}},{"id":"5575b16c-8393-44a6-bcbe-7d5c4fe6cec0","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":220,"box":{"x":60,"y":165,"width":387,"height":12}},{"id":"964ba820-4e58-4b2b-9f31-87f67e7acfa1","block_type":"box","text":"In our experience, companies that invest in the relationships that are critical to their strategic objectives are more likely to","page_number":220,"box":{"x":60,"y":191,"width":847,"height":13}},{"id":"53834185-674c-433b-986d-3bfdf1537330","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":220,"box":{"x":59,"y":206,"width":840,"height":13}},{"id":"3edfccfc-8c62-4954-89de-18fe1a568373","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":220,"box":{"x":60,"y":222,"width":872,"height":12}},{"id":"3efa1e21-e7cb-42f5-aabb-082159376abf","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":220,"box":{"x":59,"y":237,"width":531,"height":12}},{"id":"90022573-798a-4a0b-997e-6a4cb99b2604","block_type":"box","text":"(16)","page_number":220,"box":{"x":592,"y":235,"width":20,"height":8}},{"id":"d50553c7-fa3f-4a5e-87ed-87cbadeb6e41","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":220,"box":{"x":59,"y":263,"width":843,"height":12}},{"id":"7360ac2c-507b-4649-b403-6add02e3bc25","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":220,"box":{"x":59,"y":278,"width":836,"height":13}},{"id":"6bf17540-fbc0-4682-bef7-8aed66dc7bd9","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":220,"box":{"x":59,"y":293,"width":871,"height":13}},{"id":"84cdee87-24a7-4a5d-b832-01d75f583b2d","block_type":"box","text":"and the skills required for their future business strategy. We are also interested in understanding how the board monitors and","page_number":220,"box":{"x":59,"y":308,"width":875,"height":13}},{"id":"bad94110-d1ad-4468-af32-bc78a8237bb3","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":220,"box":{"x":59,"y":324,"width":861,"height":12}},{"id":"b7cf67ab-b0a5-4343-b4db-7cc6adc25d0d","block_type":"box","text":"aligns with the company’s strategy. BIS does not direct a company’s policies or practices, which are the responsibility of","page_number":220,"box":{"x":59,"y":339,"width":837,"height":12}},{"id":"e7d39746-e09b-4bd7-a891-67adcd1d1048","block_type":"box","text":"management and the board.","page_number":220,"box":{"x":60,"y":354,"width":198,"height":12}},{"id":"89cf4bb6-f576-4e67-919e-419c234f4b4a","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":220,"box":{"x":60,"y":380,"width":844,"height":13}},{"id":"7d5ab713-a03f-443f-964b-82db85b2aac2","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":220,"box":{"x":59,"y":395,"width":830,"height":13}},{"id":"c3f2ce1a-9450-4d86-8bf2-0dc2bdb9e0a6","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":220,"box":{"x":60,"y":411,"width":833,"height":12}},{"id":"e1c25bc6-a4e7-4f30-9def-99108083f761","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":220,"box":{"x":59,"y":426,"width":728,"height":12}},{"id":"a9323413-6021-4f9a-8898-3d649883daf0","block_type":"box","text":"We look to boards to oversee management’s approach to addressing material risks related to key stakeholders and may","page_number":220,"box":{"x":59,"y":452,"width":837,"height":12}},{"id":"3d56c01e-6b75-4276-9877-759a6fd0889a","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":220,"box":{"x":59,"y":467,"width":843,"height":13}},{"id":"380454a2-b438-49e9-8988-366ccbbc5771","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":220,"box":{"x":59,"y":482,"width":726,"height":13}},{"id":"662e6cca-7eee-44a0-b6e5-c7cc0e651557","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":220,"box":{"x":60,"y":509,"width":441,"height":12}},{"id":"69581a34-b202-46bf-bd30-05d310464925","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":220,"box":{"x":60,"y":535,"width":858,"height":13}},{"id":"2a267614-7e04-4be0-a519-fb4148a14ede","block_type":"box","text":"global and regional level.","page_number":220,"box":{"x":59,"y":550,"width":172,"height":13}},{"id":"e621285b-f09e-4624-8b6b-080ee017e54b","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":220,"box":{"x":59,"y":577,"width":840,"height":12}},{"id":"8390d103-83f8-4f5b-abc1-6604a233153c","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":220,"box":{"x":60,"y":592,"width":864,"height":12}},{"id":"9ac4b6c3-3c04-47fd-86a7-9f9f98be9496","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":220,"box":{"x":59,"y":607,"width":858,"height":12}},{"id":"44e822ac-b33a-46c9-910a-f4d864b62c6d","block_type":"box","text":"guidelines. The Committee also reviews periodic reports regarding the votes cast by BIS on behalf of clients, as well as","page_number":220,"box":{"x":59,"y":622,"width":824,"height":13}},{"id":"c9214cbd-cf47-425b-b39d-07127309a14f","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":220,"box":{"x":60,"y":637,"width":860,"height":13}},{"id":"cd26f759-091f-471d-98b7-474023ddbbf9","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":220,"box":{"x":60,"y":652,"width":873,"height":13}},{"id":"17d52a6b-5a37-4ac4-9cbb-a8ea9946e355","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":220,"box":{"x":60,"y":668,"width":824,"height":12}},{"id":"ab7f4d3e-4961-493a-93be-b998efbca80c","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":220,"box":{"x":59,"y":694,"width":865,"height":12}},{"id":"88c15eed-d7af-433b-83c2-8666f522e239","block_type":"box","text":"and regional voting guidelines. At the regional level, three regional Heads for the Americas, APAC, and EMEA oversee BIS’","page_number":220,"box":{"x":59,"y":709,"width":845,"height":12}},{"id":"15a76837-ed67-453f-9784-26f8ca4630f6","block_type":"box","text":"activities for their specific markets.","page_number":220,"box":{"x":59,"y":724,"width":242,"height":13}},{"id":"539f36f9-131a-4907-9067-2109ed81eb30","block_type":"box","text":"Vote execution","page_number":220,"box":{"x":59,"y":751,"width":107,"height":9}},{"id":"62844098-89e2-449f-b26e-85d65f4a1236","block_type":"box","text":"BIS votes proxies on behalf of index equity funds and accounts when authorized by our clients. We have processes in place to","page_number":220,"box":{"x":60,"y":777,"width":874,"height":13}},{"id":"881b6cb6-11b4-4d5c-aa83-ad9ec7ef857c","block_type":"box","text":"consider all proxies for which we have voting authority, and submit voting decisions, or refrain from voting when logistical","page_number":220,"box":{"x":59,"y":792,"width":853,"height":13}},{"id":"35a8bc9f-5b9b-408d-9525-7dca9115912a","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":220,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"559eff48-0007-44b2-8655-97413875f068","block_type":"box","text":"(15) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":220,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"6579a114-036d-4d1d-ae79-d69fe0bea32a","block_type":"box","text":"en","page_number":220,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"5f06c839-6ef5-4464-9a4c-823c37354347","block_type":"box","text":"cies and impacts would aid investors’ understanding. The recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD) may","page_number":220,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"484512f2-fe58-4eb6-86de-093810ad8d09","block_type":"box","text":"prove useful to some companies. We recognize that some companies may report using different standards, which may be required by regulation, or","page_number":220,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"13165125-2040-4ed7-8038-aeaac537407f","block_type":"box","text":"one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue. Website accessed in December 2025.","page_number":220,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"f8a41e8f-65cf-46b3-b2df-a58d07a1e442","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":220,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"7ead0525-905f-4245-9157-f8a0d178d9dd","block_type":"box","text":"A-30","page_number":220,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"c1eaac61-bc3f-4a5d-b75c-2e2a2db2f1c6","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":221,"box":{"x":60,"y":67,"width":855,"height":12}},{"id":"a53f912e-a4fe-44ff-be05-b70ada33cb8b","block_type":"box","text":"our reasonable and independent judgment and are made without regard to the relationship between the issuer of the proxy","page_number":221,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"3dd55c16-40b3-4566-a083-02ad15e4c838","block_type":"box","text":"(or any shareholder proponent or dissident shareholder) and the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s","page_number":221,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"4165a5f5-e51d-4469-b21f-8ec3e08b603c","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":221,"box":{"x":59,"y":112,"width":677,"height":12}},{"id":"1e953fe3-f131-48ee-8525-f408c78e0e6e","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote, as well as the cost of voting","page_number":221,"box":{"x":60,"y":138,"width":843,"height":13}},{"id":"39ab47ef-b15c-4abd-895f-a26251eb83af","block_type":"box","text":"such proxies on behalf of our clients. These issues include, but are not limited to: 1) untimely notice of shareholder meetings;","page_number":221,"box":{"x":59,"y":154,"width":876,"height":12}},{"id":"69cbf508-7fb6-48b3-bfd0-45402067d0d2","block_type":"box","text":"2) restrictions on a foreigner’s ability to exercise votes; 3) requirements to vote proxies in person; 4) “share-blocking”","page_number":221,"box":{"x":59,"y":169,"width":819,"height":12}},{"id":"7b5eb1f1-f527-48df-b7fc-23208fc101bf","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":221,"box":{"x":60,"y":184,"width":877,"height":12}},{"id":"3ed11e4d-977d-48bb-9e5f-f0f8ac62b176","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":221,"box":{"x":59,"y":199,"width":859,"height":12}},{"id":"aae40d04-15a7-433a-96a3-170cd31c2f44","block_type":"box","text":"the proxy; 6) regulatory constraints; and 7) requirements to provide local agents with powers of attorney to facilitate voting","page_number":221,"box":{"x":59,"y":214,"width":863,"height":12}},{"id":"41cefe81-29cf-4279-a2a7-4fb62cc8cd58","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":221,"box":{"x":60,"y":229,"width":807,"height":12}},{"id":"d58d51ee-11db-42c9-9579-93ed2beecbb9","block_type":"box","text":"burdensome administrative requirements.","page_number":221,"box":{"x":60,"y":244,"width":292,"height":13}},{"id":"4a270ca1-8bb2-4b95-a1e2-ca7d01f91ac1","block_type":"box","text":"BIS votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":221,"box":{"x":60,"y":271,"width":817,"height":12}},{"id":"6a5df87d-28cc-4b6b-8d8c-8b8f5dfac5f2","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":221,"box":{"x":60,"y":286,"width":868,"height":12}},{"id":"fb443383-929a-4eb5-ae15-75df7c8aa67c","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":221,"box":{"x":59,"y":301,"width":879,"height":12}},{"id":"ffbf2c7b-0945-4446-9aae-3e88c4d30b30","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":221,"box":{"x":60,"y":316,"width":397,"height":12}},{"id":"5a455842-2e4b-4985-94fb-d2e8c856af2f","block_type":"box","text":"Conflicts management policies and procedures","page_number":221,"box":{"x":59,"y":343,"width":341,"height":12}},{"id":"ebd87c18-a862-478c-9ed6-85ddc7f8a82c","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":221,"box":{"x":60,"y":369,"width":849,"height":12}},{"id":"1e1c5197-3ad9-415f-9ec3-987df200ca6e","block_type":"box","text":"level vendor management activities.","page_number":221,"box":{"x":60,"y":384,"width":250,"height":12}},{"id":"7a7b7589-b1fa-4b18-9516-bab5c0373d13","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":221,"box":{"x":60,"y":411,"width":873,"height":12}},{"id":"952c32cc-b707-4822-8cbf-97e0c0777d25","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":221,"box":{"x":60,"y":426,"width":829,"height":12}},{"id":"c620c21c-fe86-415e-920c-19b20fb0f294","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":221,"box":{"x":59,"y":441,"width":730,"height":12}},{"id":"9e46a9d5-06fa-484f-ab96-5043e00866fc","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":221,"box":{"x":60,"y":467,"width":584,"height":13}},{"id":"f7e112bd-4222-4734-a55c-5413d7973dee","block_type":"box","text":"Securities lending","page_number":221,"box":{"x":59,"y":494,"width":128,"height":12}},{"id":"a1bfad6b-8109-42b8-9214-a0f4ef8f4cc7","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":221,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"bd4e81e1-77d2-49b8-847d-e8ff50148d9b","block_type":"box","text":"to increase the returns in clients’ portfolios, and BlackRock’s lending agreements allow it to recall securities out on loan at","page_number":221,"box":{"x":59,"y":535,"width":851,"height":13}},{"id":"5a9346e9-92cd-4d2a-8558-45e37cf837d0","block_type":"box","text":"any time. BlackRock (or any other lender) does not retain voting rights for securities out on loan. Entitlements associated","page_number":221,"box":{"x":59,"y":550,"width":845,"height":13}},{"id":"4b5dc8e5-fb37-430b-b527-bfebb92eb0da","block_type":"box","text":"with the lent securities (dividends, coupons, etc.), while on loan are paid back to the lender of the security as stipulated in","page_number":221,"box":{"x":59,"y":566,"width":850,"height":12}},{"id":"067b499c-a20f-45c8-a3fd-625b6abe9d6c","block_type":"box","text":"industry standard legal agreements.","page_number":221,"box":{"x":60,"y":581,"width":250,"height":12}},{"id":"b0896e6a-37e7-437f-82ba-0cdfa5972249","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":221,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"acf36476-87b1-45f4-9b75-8be909325055","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":221,"box":{"x":59,"y":622,"width":828,"height":13}},{"id":"f551e381-4a76-461a-a677-ca68b23ea006","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":221,"box":{"x":59,"y":637,"width":866,"height":13}},{"id":"af5c6cf9-6d3b-4562-8511-9e53f6621cab","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":221,"box":{"x":59,"y":652,"width":854,"height":13}},{"id":"2f984dd4-f17e-4d2e-8d30-22e223dbb6e5","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":221,"box":{"x":60,"y":668,"width":837,"height":12}},{"id":"946393b2-ac46-41d6-b245-d12a6c9b1a87","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":221,"box":{"x":59,"y":683,"width":726,"height":12}},{"id":"3c6fb675-af98-4855-805f-5261cb386a9f","block_type":"box","text":"(17)","page_number":221,"box":{"x":787,"y":681,"width":20,"height":8}},{"id":"24bf4f0d-227d-4d8d-8929-4df826568f1a","block_type":"box","text":"BIS works with","page_number":221,"box":{"x":813,"y":683,"width":101,"height":9}},{"id":"d0c40ae2-b539-4658-b36e-a1f4aeae964f","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":221,"box":{"x":59,"y":698,"width":873,"height":12}},{"id":"a17a0c5b-7121-4b67-941a-c77e3aeb68c8","block_type":"box","text":"recalling shares on loan.","page_number":221,"box":{"x":60,"y":713,"width":167,"height":12}},{"id":"5bfc3e1b-39d2-4831-8887-a57489e849ec","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would be","page_number":221,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"ccf6f3fd-4c83-4602-b319-1aa1247035c8","block_type":"box","text":"less than the potential revenue the loan may provide clients. However, in certain instances, BlackRock may determine, in our","page_number":221,"box":{"x":60,"y":754,"width":866,"height":13}},{"id":"9bdd385e-8b99-49cb-9998-fdf305913835","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":221,"box":{"x":60,"y":770,"width":831,"height":12}},{"id":"ce2ed7d5-3159-4cf5-a637-16bef3ed5fcf","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances. It is important to note that the majority of lendable","page_number":221,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"dab5ac22-5f58-465b-9231-0ee5ae74aee1","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":221,"box":{"x":59,"y":800,"width":406,"height":12}},{"id":"8cd750ed-243c-461e-95e8-d2f1c007b168","block_type":"box","text":"(17) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":221,"box":{"x":59,"y":828,"width":848,"height":10}},{"id":"a1f68115-df21-423f-ad9b-db1f841098f9","block_type":"box","text":"ally","page_number":221,"box":{"x":909,"y":828,"width":18,"height":10}},{"id":"49b6281b-7578-4f07-8deb-fcc340dda810","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":221,"box":{"x":91,"y":841,"width":818,"height":10}},{"id":"fe2b25cc-084c-4851-806b-48f5d5330a97","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":221,"box":{"x":92,"y":853,"width":831,"height":10}},{"id":"e1a92e5a-fd23-48d7-a8b2-c8b784ab1650","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":221,"box":{"x":92,"y":866,"width":810,"height":10}},{"id":"be7896ae-3e87-4d01-ac6c-6cdd8b57df67","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":221,"box":{"x":92,"y":879,"width":831,"height":9}},{"id":"5102df07-01fd-4ca0-9b00-35021b688eec","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":221,"box":{"x":91,"y":891,"width":746,"height":10}},{"id":"31cd6b4a-0af9-4c6d-87fc-66bc282e521b","block_type":"box","text":"A-31","page_number":221,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"0f3505df-e2c8-4983-8b9a-18d54254778f","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":222,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"96ce625e-4d93-410b-894a-24423e1ab887","block_type":"box","text":"modify it as necessary.","page_number":222,"box":{"x":60,"y":82,"width":156,"height":12}},{"id":"9e1f336a-5f1c-41fe-89c3-e8f0804ed14f","block_type":"box","text":"Voting Choice","page_number":222,"box":{"x":59,"y":108,"width":100,"height":13}},{"id":"825b29ce-c806-479e-b0bf-be2af7a597cf","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":222,"box":{"x":60,"y":135,"width":855,"height":12}},{"id":"c1a5a5ad-0f4d-480a-adc6-c216fe64f767","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":222,"box":{"x":59,"y":150,"width":376,"height":12}},{"id":"f70aaf09-c09e-4dfc-aaaf-178fed2f99b1","block_type":"box","text":"(18)","page_number":222,"box":{"x":437,"y":148,"width":20,"height":8}},{"id":"94fef457-181b-4490-9887-d2e0b338caf3","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland,","page_number":222,"box":{"x":59,"y":176,"width":848,"height":13}},{"id":"7bcb93eb-93fc-4059-bef9-5c43231f38a9","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":222,"box":{"x":59,"y":191,"width":828,"height":13}},{"id":"2b3dcd0a-4d7f-4216-90a2-b49577137581","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. In addition,","page_number":222,"box":{"x":59,"y":206,"width":811,"height":13}},{"id":"1db5f400-cb5b-4b78-b9f8-8ed8cf18e9c7","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":222,"box":{"x":60,"y":222,"width":877,"height":12}},{"id":"346794cb-c00c-4553-9cba-690c6157b3c4","block_type":"box","text":"their investment strategies.","page_number":222,"box":{"x":59,"y":237,"width":189,"height":12}},{"id":"6cadc219-ca81-4ff7-8c05-c040493cdb2b","block_type":"box","text":"(19)","page_number":222,"box":{"x":250,"y":235,"width":20,"height":8}},{"id":"f8791044-7f0a-4b48-85c7-3f91c447305f","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":222,"box":{"x":275,"y":237,"width":591,"height":12}},{"id":"90f8fad4-18b1-4ab3-9e57-e033756dc4fb","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":222,"box":{"x":60,"y":252,"width":327,"height":12}},{"id":"7fb6e928-46c8-480e-bd85-07279114a1b8","block_type":"box","text":"(20)","page_number":222,"box":{"x":389,"y":250,"width":21,"height":8}},{"id":"f9a27ee5-9d89-4dde-921d-0cc721148dc0","block_type":"box","text":"As a result, the shares attributed to BlackRock portfolios in company share registers may be voted differently depending on","page_number":222,"box":{"x":59,"y":278,"width":859,"height":13}},{"id":"070ac743-afe4-4e2e-b397-8c6d86d0c805","block_type":"box","text":"whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party","page_number":222,"box":{"x":59,"y":293,"width":864,"height":13}},{"id":"66c878aa-c0e3-41fe-af7a-e8fbd964aa71","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":222,"box":{"x":59,"y":308,"width":863,"height":13}},{"id":"e3e18684-b23c-4598-9141-f03a0c8f479a","block_type":"box","text":"because of Voting Choice.","page_number":222,"box":{"x":60,"y":324,"width":180,"height":12}},{"id":"e7f844b2-15c1-423e-b72d-1c2976cf5893","block_type":"box","text":"(21)","page_number":222,"box":{"x":242,"y":322,"width":20,"height":8}},{"id":"66b3e3d6-b1b4-4f15-bf79-e8a2485b86f0","block_type":"box","text":"Reporting and vote transparency","page_number":222,"box":{"x":60,"y":350,"width":236,"height":12}},{"id":"c8ef9bff-ce90-47f3-915e-21000acd34d5","block_type":"box","text":"We are committed to transparency of the stewardship work we do on behalf of clients. We inform clients about our","page_number":222,"box":{"x":59,"y":377,"width":805,"height":12}},{"id":"7468f3f7-ac61-49a2-bcd0-d6c1baa93013","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":222,"box":{"x":59,"y":392,"width":846,"height":12}},{"id":"2b90f503-c7d4-46aa-9aea-4163a9372fe4","block_type":"box","text":"make public our regional voting guidelines for the benefit of clients and the companies in which we invest on their behalf. We","page_number":222,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"55406da7-6e9b-43f8-8f4d-2c28d92a6695","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":222,"box":{"x":59,"y":422,"width":840,"height":12}},{"id":"44ef21a1-54e9-4df2-ab73-ed9d5a8e7688","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":222,"box":{"x":60,"y":437,"width":425,"height":12}},{"id":"689a1ee3-3f44-43fa-a770-ea2ab3d3101a","block_type":"box","text":"(18) BlackRock will determine eligibility criteria under this program based upon, among other things, local market regulation and practice, cost co","page_number":222,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"2280344c-906e-48c5-9fc4-417b91c857ff","block_type":"box","text":"nsider","page_number":222,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"6bd6bf4a-e8ce-4dc9-bc75-9feb6d7a4cba","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":222,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"6ac69cde-0191-4b16-b3d2-20269448a88c","block_type":"box","text":"(19) With Voting Choice, SMA clients have the ability to select the policy that best aligns with their views and preferences from a set of voting policie","page_number":222,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"e4ee2330-2139-460c-b195-9d854b490608","block_type":"box","text":"s from","page_number":222,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"fccfd36e-1cc9-4ff0-af91-1f07b9bd9c40","block_type":"box","text":"third-party proxy advisers. BlackRock can then use its proxy voting infrastructure to cast votes for the SMA based on the client’s selected voting pol","page_number":222,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"e450797d-4470-43f3-923c-6a3368e2b9fb","block_type":"box","text":"icy.","page_number":222,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"43999829-36da-4224-8470-16ba479d931f","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":222,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"588c5d5a-653e-4e61-a2d3-596717ab4bb4","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":222,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"da9e1dcc-52ed-4837-8821-57bbed037cf5","block_type":"box","text":"A-32","page_number":222,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"18aa2876-fb78-4a22-8f3d-fddfbc9a4ab3","block_type":"box","text":"Want to know more?","page_number":223,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"cbf0606a-4145-4c59-aea6-311924e1dfeb","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":223,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"94470a71-dc79-48d0-9c9e-1f5873b501f8","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":223,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"e76e7485-eeec-4e85-91ae-fd1ffbcbb45f","block_type":"box","text":"principal.","page_number":223,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"d97c688a-0617-4e2a-ab45-402587c56909","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":223,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"f748d230-58a2-4c9a-a0d7-da895b7d0b74","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":223,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"399b4f7c-4f95-4b0c-9061-382945bdc30c","block_type":"box","text":"BLACKROCK","page_number":223,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"5a6f7112-7976-4d0d-961f-76e466c01d10","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":223,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"1f49cd5e-b027-417a-a5c4-6903341bddf8","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":223,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"97e4a4ed-d3ad-4a1c-8f20-236156c4ad9d","block_type":"box","text":"A-33","page_number":223,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"de747020-bbeb-4fcf-a2cd-99c0c51da92b","block_type":"box","text":"BlackRock Investment Stewardship","page_number":224,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"79017c26-fa5a-488e-a955-0f5ccee82b8f","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":224,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"93689de7-5c6a-4e30-87de-155f25a753ce","block_type":"box","text":"Effective as of January 2026","page_number":224,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"4c692a95-1491-4c55-9995-0e284b80b793","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":224,"box":{"x":140,"y":199,"width":354,"height":12}},{"id":"5b216a63-a5ef-46d2-846a-46cc03fbafab","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":224,"box":{"x":501,"y":199,"width":357,"height":10}},{"id":"d6e8fcee-6ead-440b-b9fd-602662438fe2","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":224,"box":{"x":139,"y":218,"width":609,"height":12}},{"id":"501fe2ce-6e51-45ef-885a-1c89bdde60f1","block_type":"box","text":". . . . . . . . . . .A-34","page_number":224,"box":{"x":755,"y":218,"width":103,"height":10}},{"id":"610d1dae-1380-420f-acca-f8b5f2be2c14","block_type":"box","text":"The Climate and Decarbonization Stewardship Guidelines","page_number":224,"box":{"x":139,"y":237,"width":402,"height":12}},{"id":"e5549ba1-abef-4ac6-82fb-ebfde434202c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":224,"box":{"x":547,"y":237,"width":311,"height":9}},{"id":"c05c0935-ab6d-41f1-81e1-ae6e24143579","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":224,"box":{"x":140,"y":256,"width":603,"height":12}},{"id":"bbcd2f1d-cee0-4a79-96f3-c533ff461587","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":224,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"b681ab82-6b1b-4c40-905a-e77934104b81","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":224,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"00e99096-23e9-4acb-bcf6-b975ea03be7d","block_type":"box","text":"Voting approach under the Guidelines","page_number":224,"box":{"x":139,"y":293,"width":265,"height":13}},{"id":"d9865774-a5f2-4302-adbf-ffc1da8030d7","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":224,"box":{"x":410,"y":294,"width":448,"height":9}},{"id":"dec1f529-ff01-4da0-bb3d-f871c7ca169d","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":224,"box":{"x":140,"y":312,"width":718,"height":10}},{"id":"136a21ba-d780-45c3-8eca-9b950381e377","block_type":"box","text":"Appendix 1","page_number":224,"box":{"x":139,"y":331,"width":77,"height":13}},{"id":"556e04e2-26a6-4709-b8c2-c579a9138376","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":224,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"ae07838f-f0a6-46aa-80a4-01c8570b880f","block_type":"box","text":"Appendix 2","page_number":224,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"f73695f6-5a64-44c3-85a5-0ce3e4b365c1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":224,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"18ac450c-01fd-4f90-b62d-ab7be2e2b4e1","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":224,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"ef4b4d96-2735-4ca2-8480-63cf99b97f31","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":224,"box":{"x":59,"y":409,"width":874,"height":13}},{"id":"c7601f08-741c-4edc-a5a5-6502b5cbfe4a","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":224,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"5d13777c-ef75-466a-a006-2109afb5a2a7","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":224,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"b90c7996-531a-4e06-8fec-d99d229ad70c","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":224,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"5417fb62-4091-4b8c-8ab4-30be1650ade7","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":224,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"d6531147-74e1-4662-80f9-b054282596e6","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":224,"box":{"x":60,"y":496,"width":314,"height":13}},{"id":"6f50ed5f-8858-4d84-ba2d-5fb7ee15d3dc","block_type":"box","text":"1.","page_number":224,"box":{"x":61,"y":517,"width":9,"height":9}},{"id":"5431ed83-94f2-4f16-8a62-54831cf61b4c","block_type":"box","text":"Engaging with the boards and management of companies","page_number":224,"box":{"x":99,"y":516,"width":418,"height":13}},{"id":"969644ee-4dee-4110-bb18-892b7ef4b345","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":224,"box":{"x":523,"y":516,"width":405,"height":13}},{"id":"afb32f90-b6b2-43da-8e08-247843678312","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":224,"box":{"x":98,"y":531,"width":833,"height":13}},{"id":"b9a28c52-79d5-4786-96b0-eefbb91fc72e","block_type":"box","text":"and to help inform our voting on behalf of 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BII based its key assumptions on","page_number":225,"box":{"x":60,"y":637,"width":833,"height":13}},{"id":"d719db65-870b-49e8-afa9-e7a3f723b062","block_type":"box","text":"rigorous research, and the input of BlackRock’s portfolio managers and other experts.","page_number":225,"box":{"x":60,"y":652,"width":598,"height":13}},{"id":"8fa17c71-b969-458c-9ab9-cca9e4be62c7","block_type":"box","text":"These Guidelines draw from the proprietary insights generated by BIITS and Aladdin Climate","page_number":225,"box":{"x":59,"y":679,"width":646,"height":12}},{"id":"1a6de8f1-ed43-4f11-9571-bffedf17d6dc","block_type":"box","text":"®","page_number":225,"box":{"x":706,"y":676,"width":6,"height":4}},{"id":"e390d46e-184b-4cd4-aa75-108fbb254431","block_type":"box","text":", BlackRock’s Risk and","page_number":225,"box":{"x":713,"y":679,"width":153,"height":11}},{"id":"4df665ba-1e67-45f8-ac4b-78f574a781ae","block_type":"box","text":"Quantitative Analysis Group, and the broader BIS team to help inform 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Further, the Guidelines recognize that these factors are uncertain and dynamic.","page_number":226,"box":{"x":92,"y":251,"width":650,"height":12}},{"id":"b53dd7c3-199d-4e99-9db3-c53b516ea2cb","block_type":"box","text":"•","page_number":226,"box":{"x":59,"y":274,"width":4,"height":3}},{"id":"08b751ff-ef08-4a8d-bf99-241224013a48","block_type":"box","text":"Take a long-term, pragmatic approach to the low-carbon transition that minimizes disruption to portfolio companies","page_number":226,"box":{"x":91,"y":271,"width":843,"height":12}},{"id":"ec3fc8f5-53b3-449a-b928-c92c554799c7","block_type":"box","text":"and their key stakeholders:","page_number":226,"box":{"x":92,"y":286,"width":193,"height":12}},{"id":"244aeab7-51c6-4ff2-ab0d-588517d6f70a","block_type":"box","text":"The Guidelines recognize the challenges that many companies face in adapting their","page_number":226,"box":{"x":290,"y":286,"width":591,"height":12}},{"id":"bdf2f4e5-f7de-48f9-99ac-1be56f554a66","block_type":"box","text":"business models to the low-carbon transition. It reflects a view that a smooth transition — where companies adapt","page_number":226,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"3ac3ba50-e736-4bd9-93de-dc0d9af5a9a6","block_type":"box","text":"while continuing to deliver financial returns — is a better long-term investment outcome and less disruptive to other key","page_number":226,"box":{"x":91,"y":316,"width":845,"height":12}},{"id":"a0b91115-ffc2-4e19-913a-6997b4bce0b3","block_type":"box","text":"stakeholders than a disorderly transition. Further, the Guidelines consider the differences between the actions and","page_number":226,"box":{"x":92,"y":331,"width":796,"height":13}},{"id":"901c8b27-9e39-4c0f-973d-a437be9c5269","block_type":"box","text":"outcomes over which company management has influence, and those it does not.","page_number":226,"box":{"x":92,"y":346,"width":575,"height":13}},{"id":"02c8edfd-9262-4ab7-9219-ac271067fa02","block_type":"box","text":"•","page_number":226,"box":{"x":59,"y":370,"width":4,"height":3}},{"id":"8d28cae2-dd95-4b62-adb5-c1e5c148986c","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":226,"box":{"x":92,"y":366,"width":804,"height":13}},{"id":"8ed87832-ded1-4097-b310-42dd87aa1b63","block_type":"box","text":"Under the Guidelines, the dedicated team looks for disclosures that outline key milestones and dependencies","page_number":226,"box":{"x":92,"y":382,"width":763,"height":12}},{"id":"901f25c8-9f11-4114-8ab5-26b79214363d","block_type":"box","text":"underpinning the company’s low-carbon transition strategy, explain the trade-offs required to adapt the business model,","page_number":226,"box":{"x":92,"y":397,"width":843,"height":12}},{"id":"34916a7a-8fa7-49c2-8155-9f9a686dc336","block_type":"box","text":"and include relevant data and narrative.","page_number":226,"box":{"x":92,"y":412,"width":276,"height":10}},{"id":"a9cc58b4-c9eb-4e9f-ba5e-49e72e752325","block_type":"box","text":"•","page_number":226,"box":{"x":59,"y":436,"width":4,"height":3}},{"id":"8799fcfe-91d7-4b9d-956e-f2d28a361321","block_type":"box","text":"Consistency with the participating clients’ position as a minority investor:","page_number":226,"box":{"x":92,"y":432,"width":529,"height":12}},{"id":"320cb4f3-effa-4ec6-bc4b-76f13e4ec534","block_type":"box","text":"The boards and executive leadership of","page_number":226,"box":{"x":626,"y":432,"width":276,"height":12}},{"id":"7d10f9ed-dc88-4f8d-9b23-6dd2ea08ca62","block_type":"box","text":"companies determine a company’s strategy and its implementation. Under the Guidelines, the dedicated team makes","page_number":226,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"c8a6cbe6-ee99-4d7d-9623-6fb8d2658989","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":226,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"8164e703-85a8-4208-ab42-8f6877bdac2f","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":226,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"124079c1-f7e2-4151-88da-b6f77ba8b7a4","block_type":"box","text":"Voting approach under the Guidelines","page_number":226,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"26478711-70ff-4d2e-9c53-2915e31e9829","block_type":"box","text":"(12)","page_number":226,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"8ac10dd2-19ab-4db9-90f7-c70da49a4227","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":226,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"09a12761-afc5-4950-8b98-e9674acb2808","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":226,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"2cd23077-a599-46d2-bfe9-83ec5b4450b0","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":226,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"7a814c59-85ae-4090-981f-8d00bdb1fc67","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":226,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"de2d0732-356c-4607-91fb-7cca6c4a8bbb","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":226,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"d63c300d-effd-4756-9e3a-f73498b6dd37","block_type":"box","text":"Consistent with the investment objective of each fund or account that has selected these Guidelines, the dedicated team will","page_number":226,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"c6b1f306-d4f4-49e9-810f-b7d8b82076b3","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":226,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"fbe2d186-d61d-490b-a197-92e46f2042f2","block_type":"box","text":"Corporate Disclosures","page_number":226,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"2801fa8b-089a-406a-8807-3ca88c275be7","block_type":"box","text":"(13)","page_number":226,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"52bf68f4-730d-44af-91fc-f098bb9df383","block_type":"box","text":"In the context of these Guidelines, the dedicated team looks for companies to provide sufficient disclosure to assess whether","page_number":226,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"5896cd52-c4b8-44a4-a65f-11d5593c3a67","block_type":"box","text":"the company’s strategy is aligned with the low-carbon transition. 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Aladdin","page_number":226,"box":{"x":144,"y":798,"width":689,"height":10}},{"id":"14850cc4-1f4f-46a6-b3db-aa924c4e1140","block_type":"box","text":"®","page_number":226,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"e14a9788-6a8f-4ea4-a530-599773a09954","block_type":"box","text":"is a proprietary","page_number":226,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"aef008e8-2b45-4462-adbf-b710e3492480","block_type":"box","text":"investment and risk management platform.","page_number":226,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"ea438a6a-a9f8-40b3-a68e-eb73af116ae3","block_type":"box","text":"(12) These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide as to how the dedicated team w","page_number":226,"box":{"x":59,"y":826,"width":859,"height":10}},{"id":"2e1d7ede-1e0d-436d-8ffa-b01749195ab4","block_type":"box","text":"ill","page_number":226,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"21ef8708-8e17-46f6-b902-7deeaff20005","block_type":"box","text":"engage and/or vote in every instance. The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":226,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"278b0b49-adf3-4fdd-9128-ad3dc913a8e9","block_type":"box","text":"ation the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings.","page_number":226,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"8d26ea07-59ad-43c1-b020-dc1ad0c8e1a4","block_type":"box","text":"(13) Given data and measurement limitations, companies may need to provide estimated GHG emissions where reporting methodologies are nascent. In","page_number":226,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"f5ea1961-52a9-4a44-b160-ee4a68044910","block_type":"box","text":"addition, certain disclosures related to a company’s plans for adapting their business models through the low-carbon transition may require forwar","page_number":226,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"f19ea12f-68af-465a-aefc-bceef3593611","block_type":"box","text":"d","page_number":226,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"24c7394a-3648-468f-a174-eee2c660afec","block_type":"box","text":"looking statements.","page_number":226,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"e65a1b1c-df74-492e-b06f-3b5d8f3e0cb5","block_type":"box","text":"A-36","page_number":226,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"d2a3e7e5-bb2f-44d8-9577-320c9727b41c","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would typically include a long-term strategy to achieve net-zero GHG","page_number":227,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"eafcda24-a039-4980-890c-4c6f1205bf0d","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":227,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"e014a2eb-56b5-4d22-b4e6-77a8ad256a33","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":227,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"704323cf-dd3d-4fd7-ab39-fe23be35e31b","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":227,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"8f9be306-e686-41ae-bcb2-3e5bf1b9174e","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":227,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"9e41ab67-65f1-477a-b801-17175081926c","block_type":"box","text":"(14), (15)","page_number":227,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"bbf4d2dd-7d1e-45a4-b59c-f99d6604b6f1","block_type":"box","text":"IFRS S1","page_number":227,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"eaaa7a76-9b28-4701-8186-b90902379350","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":227,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"069f06e6-c3dd-4dfc-88e3-ac66ff61be10","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":227,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"298134ef-01a2-41d5-acc2-2362699d8e90","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":227,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"d409a0e7-5fa1-4422-9a36-f5c1f2b39b58","block_type":"box","text":"standards are developed.","page_number":227,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"0a181ddb-21f7-4b3c-b467-593b4f6402cd","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":227,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"c1a688e5-3b74-43fc-8d45-6fc5581caa32","block_type":"box","text":"(16), (17)","page_number":227,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"10ffeaa0-62ca-4824-8edd-54bc0562cb99","block_type":"box","text":"In addition, the dedicated team looks to","page_number":227,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"a498f506-c2e0-455b-ac54-f5036681f2da","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":227,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"36c16eae-65bc-48d6-921f-b5f5bdf52006","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":227,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"e24e38bb-5453-4423-82a1-3f5e059dd177","block_type":"box","text":"reductions. 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For some companies that play","page_number":227,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"9fb41986-8c04-4b61-9904-50247154a54b","block_type":"box","text":"an important role in the low-carbon transition, scope 3 may represent their only significant source of GHG emissions in","page_number":227,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"0f2d5465-eb21-479d-b1f4-ccae6f1e3929","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":227,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"629172c9-f501-4e04-8337-ab659e44503f","block_type":"box","text":"of their control, where relevant, we look for disclosures on how the company approaches the low-carbon transition in","page_number":227,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"0505e272-7c42-4e87-9de4-790fe8077f91","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":227,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"f0290505-485e-43c7-bb3d-b44742ea94f6","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":227,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"0887a4f0-c851-4ec9-8a31-22659d2dbfc3","block_type":"box","text":"mitigate material transition risks.","page_number":227,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"2fa32ddd-d2e4-47c3-aab3-9638db3a7d00","block_type":"box","text":"(4) where relevant, disclosures that describe the company’s exposure to climate-related physical risks—such as acute risks","page_number":227,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"fccaae28-6dce-4a53-a0b0-52c8fde7c8f6","block_type":"box","text":"from extreme weather events or chronic risks from long-term shifts in climate patterns—and how these risks could","page_number":227,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"0c6b0c2c-355d-47a9-a893-aa9f67f6d321","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":227,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"d5f1e894-4748-4493-8468-b9c89cfb9db1","block_type":"box","text":"Transition plans","page_number":227,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"38ad5d27-7aa5-4456-96c5-8874ba8da7b9","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":227,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"4be46b2c-392d-48a3-9f6e-b8f12a2b81cf","block_type":"box","text":"strategies. As defined by the ISSB, a transition plan “lays out the entity’s targets, actions or resources for its transition","page_number":227,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"e3a5df1f-4540-49fb-af91-416f303a5675","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":227,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"b581c24d-9051-48a1-a1b5-ab923f899040","block_type":"box","text":"(19)","page_number":227,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"705adc70-3b92-4ec9-8ef6-15e65886ee02","block_type":"box","text":"(14) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":227,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"169d733e-e7f4-44bf-a1a0-73ab7ab2d233","block_type":"box","text":"ld on","page_number":227,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"c0e75def-e5ad-4a31-b99e-432fdef48029","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":227,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"26cd6a66-ed21-4f98-8349-e4aaa680567b","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":227,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"0c4fd736-8780-4ed0-91ce-b61067bc6517","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":227,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"0028372e-f4ec-431e-a810-65430fe31add","block_type":"box","text":"accessed in December 2025.","page_number":227,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"b223b637-751a-408a-a8ac-95bf7e26079a","block_type":"box","text":"(15) A number of jurisdictions are consulting on adopting the standards issued to date or have already committed to doing so. BIS does not mandate any","page_number":227,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"4ffce7c6-545a-42e2-828a-da4c8516f587","block_type":"box","text":"specific disclosure framework companies should use, and recognize that some companies may report using different standards, some of which may be","page_number":227,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"94f241eb-5df0-41a7-8866-f00233910a9a","block_type":"box","text":"required by regulation. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. We also recognize that com","page_number":227,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"eeabe36c-3f78-418e-ab47-74127d5cfb3d","block_type":"box","text":"panies may be phasing in reporting over several years. We do not prescribe timelines regarding when companies should make sustainability-related","page_number":227,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"2c9591a4-48f8-4b8c-93df-4d701c81f0cd","block_type":"box","text":"disclosures but appreciate it when companies produce them sufficiently in advance of their shareholder meeting, to the best of their abilities, to pr","page_number":227,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"b60edb79-316f-433e-a9c1-180a08bd7faf","block_type":"box","text":"o","page_number":227,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"273caa8c-06cf-4feb-9564-bda8c62645e3","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":227,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"e1b78099-81b3-4ae5-9608-6b428bc44207","block_type":"box","text":"(16) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper: FTSE Russel, “Scope for","page_number":227,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"5b70c380-9ce3-4ac8-9718-5508aae96117","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":227,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"8586b0c5-9237-4906-b057-e6a3596dac42","block_type":"box","text":"(17) Under this policy, the dedicated team looks for GHG emissions disclosures to be aligned with the Greenhouse Gas Protocol (GHG Protocol). The Prot","page_number":227,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"0067757c-49d1-4370-9d0d-f34a0c495153","block_type":"box","text":"o","page_number":227,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"a2eb2fa0-a39f-4c97-ba2f-6f351fe3f2b1","block_type":"box","text":"col Standards and Guidance are currently being updated to ensure they continue to provide “a rigorous and credible accounting foundation for busi","page_number":227,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"9714bc96-c880-4304-b8e1-584a37e5022b","block_type":"box","text":"nesses to measure, plan and track progress toward science-based and net-zero targets in line with the global 1.5°C goal.” Websites accessed in","page_number":227,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"85c9a270-416d-4b74-af2a-32104b7121f3","block_type":"box","text":"December 2025.","page_number":227,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"f862b277-7f96-4a9e-ab0d-e768a7fcb670","block_type":"box","text":"(18) The dedicated team does not believe the purpose of scope 3 disclosure requirements should be to push publicly traded companies into the role of","page_number":227,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"d72f7194-28b4-4c41-9f93-b693c3ef0677","block_type":"box","text":"enforcing emission reduction targets outside of their control. Given methodological complexity for scope 3 emissions and the lack of direct control","page_number":227,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"0a447a5c-c946-49cf-82c6-acb5c68a0df5","block_type":"box","text":"by","page_number":227,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"82297f92-bff5-420e-aa5d-cd5610b12c8e","block_type":"box","text":"companies over the requisite data, we find it most useful when companies focus their disclosures on those of the fifteen scope 3 GHG Protocol catego","page_number":227,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"c765d061-7802-460e-91b8-c5d44aa92ee7","block_type":"box","text":"ries that are material to their business models.","page_number":227,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"f3fb1be0-9a21-416f-811d-1ee6b4b4708e","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":227,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"3cf0de9f-b752-4186-9d34-941b3ada0882","block_type":"box","text":"A-37","page_number":227,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"69d88e33-0533-4684-963e-3a3014fcb6f8","block_type":"box","text":"Work is also underway in a number of jurisdictions on establishing a common approach in a market to corporate transition","page_number":228,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"d3b57be6-eb08-4601-a442-c8246681c629","block_type":"box","text":"plans.","page_number":228,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"ff44f03c-88ba-46d8-a47e-7537c692242c","block_type":"box","text":"(20)","page_number":228,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"ed023fb4-b4c0-4bec-adde-6789b87ce8fc","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":228,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"f6152908-a0f1-405f-b0e9-3e741d658ae7","block_type":"box","text":"approaches.","page_number":228,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"a61efaf0-2a5e-4751-a469-f9f991b0f6f3","block_type":"box","text":"While the preparation of a transition plan, or lack thereof, is not, in itself, a voting issue, these disclosures typically provide","page_number":228,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"786bc06e-9ee5-42a2-a68f-466d7619e3c5","block_type":"box","text":"valuable insights that inform the dedicated team’s approach to engaging and voting on matters related to climate and","page_number":228,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"d5a8553b-9082-4851-bf58-95544e4ec776","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":228,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"5957990e-af5a-4ce3-a388-6b9263d5b1b1","block_type":"box","text":"Boards and directors","page_number":228,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"2ec9002e-d683-4578-bf2a-38bca5e0237e","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":228,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"91f9ff18-7591-4cd8-adac-253af33d6b00","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy. In","page_number":228,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"240c6220-ecb8-4c3c-b2c9-6704ba1cb32c","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":228,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"89604164-50fd-42e8-bfdf-9f6538d1414d","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":228,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"1bb2a2e9-4e16-46f7-8009-78a61232db66","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":228,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"57bb2740-1af2-4d78-b6a7-f48e64216186","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":228,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"5e5b165e-9408-4c34-a9ba-3cdee4795bce","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":228,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"88b027d2-e87a-41d5-b3f2-9b1a2c6723e5","block_type":"box","text":"accountability for delivery by senior executives.","page_number":228,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"3f8c9fbf-56af-47b7-9eec-5079ac0390d0","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":228,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"5f5b8ad5-2ade-4e4e-aa0a-d0788d4b05d9","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":228,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"a05d8b8c-f152-4dcb-ab6c-fc6b3c9f6fce","block_type":"box","text":"transition strategy.","page_number":228,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"51d29953-254a-4190-93ea-54bab7afae9b","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":228,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"0468479d-f1e7-4170-9336-3c9c3d9b5bd8","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":228,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"34e2775c-8c16-4951-9782-724ec6af54f3","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":228,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"a1cadf18-bcbf-498f-b4d4-a574cd32eb18","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average global temperature rise to no more","page_number":228,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"a6394ef0-48a2-49e7-b6d8-9e1632ebf50c","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":228,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"0a99f9ae-e02d-49fb-9154-8e2d809b01f5","block_type":"box","text":"• There is a clear link between the company’s scope 1 and 2 GHG emissions reduction targets over time and its long-term","page_number":228,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"5471caad-3c07-4f6e-9c55-ab5690570dca","block_type":"box","text":"low-carbon transition strategy.","page_number":228,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"887b3df3-2a7c-4ee8-a4bc-8801f9bed633","block_type":"box","text":"• The company is monitoring its most significant scope 3 emissions and disclosing these where it is confident in the data.","page_number":228,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"be231a48-4f93-4ef5-8a82-a383510e63f0","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":228,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"74c98140-9aa2-494e-9392-53593594c872","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":228,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"4a2363c7-0019-47ff-8d92-53ded7245d91","block_type":"box","text":"constituents in their value chain.","page_number":228,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"8a6807af-1de5-4570-a02a-8abaeea730a0","block_type":"box","text":"(21)","page_number":228,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"c51e4c6d-f308-492e-845e-e5c8840aedf8","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":228,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"1ce54d01-ee70-4683-af10-c6fc6ffe282b","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":228,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"8039427a-28c4-4c53-8d65-54a668ae4028","block_type":"box","text":"(22)","page_number":228,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"a6cf46f7-5993-40b7-906c-2d64686956af","block_type":"box","text":"The dedicated team looks for public policy","page_number":228,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"499630d0-c0b2-467a-988c-c390d07d94c6","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":228,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"8d5aae98-5ade-4b33-b690-cf8f2281afea","block_type":"box","text":"carbon transition.","page_number":228,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"1deb5e71-96d7-49fa-b7b6-76f81af0b467","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":228,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"3fe7a63f-fdf6-4748-9e98-b216b2d66da3","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":228,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"ca2c7e47-1b62-4039-8d83-c9b9db02d0b2","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":228,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"24351fac-31db-4b7b-a897-829e9ce9a322","block_type":"box","text":"align with the transition to a low-carbon economy, as defined above. Where the dedicated team determines this is not the","page_number":228,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"1b3f1f2d-95ef-4289-a4d8-baa4756906f2","block_type":"box","text":"(20) More companies are developing such plans, and public policymakers in certain markets are signaling their intentions to require them or already h","page_number":228,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"1b703748-c7f7-4aa2-8f97-7e54fafcf80c","block_type":"box","text":"ave","page_number":228,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"4f320ac3-6505-4f16-85e0-afd90b97283c","block_type":"box","text":"requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network for information).","page_number":228,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"71027073-7c5a-47d8-8a8a-4caec9a301c6","block_type":"box","text":"BlackRock views transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambition,","page_number":228,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"7ecb6205-fbc1-469b-8ddf-1820829aa26e","block_type":"box","text":"objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there remains","page_number":228,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"3c52e36b-05e8-4810-9d97-f0dc431c2c4d","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":228,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"8a7b3e82-754c-4b71-bebc-8fc16eab8ae5","block_type":"box","text":"(21) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper “Scope for improvement: So","page_number":228,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"409700c2-7668-4fd6-a426-2ea311da84c7","block_type":"box","text":"lv","page_number":228,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"0c7e9aa1-dfca-427f-b193-79c2efce9912","block_type":"box","text":"ing the Scope 3 conundrum.” Their research indicates that there are 2-3 material scope 3 GHG emissions categories by sector. The research uses a","page_number":228,"box":{"x":92,"y":826,"width":819,"height":10}},{"id":"43fc244c-c3a4-4862-8a2f-6faf0002782b","block_type":"box","text":"definition of materiality from the GHG Protocol, which “encourages companies to maintain a representative inventory of the “most significant GHG","page_number":228,"box":{"x":92,"y":838,"width":822,"height":10}},{"id":"8a64f473-0b68-4596-b0e7-04180153109b","block_type":"box","text":"emissions, [that] offer the most significant GHG reduction opportunities and are most relevant to the company’s business goals.” Website accessed i","page_number":228,"box":{"x":92,"y":851,"width":832,"height":10}},{"id":"12c78c8f-6086-4509-a077-3b6b7cc8679a","block_type":"box","text":"n","page_number":228,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"d261a55c-f14e-4ef1-9ab0-7dd66a226661","block_type":"box","text":"December 2025.","page_number":228,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"2b5c3efd-afdc-47e8-94f5-16a3dab9f57a","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":228,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"99ca380f-854b-464c-9d50-e7f658763a9e","block_type":"box","text":"hips), and","page_number":228,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"dbf23dbb-4572-4463-b4d4-fa3fa8176620","block_type":"box","text":"corporate political contributions.","page_number":228,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"62d80878-13e1-4b2b-854b-c61efa1d0121","block_type":"box","text":"A-38","page_number":228,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"7c9c9374-7145-4dea-b987-dbad43df3168","block_type":"box","text":"case, it may vote against the election of one or more directors who the team identifies as having the most responsibility for","page_number":229,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"f99f4958-5f1c-41a7-9d64-ca3322d2a358","block_type":"box","text":"the issue. The directors most likely to be in focus are the chair of the board committee with low-carbon transition, climate or","page_number":229,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"27a537e5-7a92-470a-bad3-09dea1fd3ace","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":229,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"afced72c-9cc6-4cc7-a8d2-ded7b6c94f24","block_type":"box","text":"non-executive chair of the board. In certain markets, the team may withhold support for the discharge of the supervisory","page_number":229,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"4d1d4655-cdb1-48fb-9b59-5559b444c248","block_type":"box","text":"board or equivalent and/or board reports.","page_number":229,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"7233102c-e2e2-466d-b654-e348a503b0f9","block_type":"box","text":"(23)","page_number":229,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"9c818212-db46-4bff-864a-860c09622ba2","block_type":"box","text":"Where the dedicated team has not supported director elections over climate concerns in a prior year, and the company has","page_number":229,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"339e6a90-24b6-4530-a3d9-80569dc05936","block_type":"box","text":"not subsequently made progress towards aligning with the transition to a low-carbon economy, the team may escalate by","page_number":229,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"69ff6358-9f54-4adb-980a-4640e768b17c","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":229,"box":{"x":60,"y":184,"width":455,"height":12}},{"id":"15988695-64b0-484c-b198-86fbe803edef","block_type":"box","text":"(24)","page_number":229,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"6dda1e8a-3704-4e43-ac96-9cdf24f74226","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":229,"box":{"x":76,"y":210,"width":521,"height":13}},{"id":"9148c116-da45-4298-b658-7fe1cf547788","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":229,"box":{"x":60,"y":237,"width":849,"height":12}},{"id":"b4c24ab5-169b-412c-99d1-afea46fd1298","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":229,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"b2c1f6a7-d122-4f13-acc5-a02b2489bbab","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":229,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"6863b4d6-d6ab-4726-b384-ce209b468401","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":229,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"e9b2c6c1-ae4d-4906-a546-7ced4923ae96","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":229,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"ec8f767c-16b1-4904-b21a-8bfe1c25f423","block_type":"box","text":"management’s proposal on a progress report if the company has clearly explained its progress against, and any deviations","page_number":229,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"57b101e3-c71b-45ea-87e4-854c6ebdc201","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":229,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"ec851d4c-1171-45c9-97c4-6b5e932007e7","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":229,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"33d5293b-4da4-4b39-a096-47b0ddbecfb4","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":229,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"a97f247c-5daa-4461-b74f-f666277763a4","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":229,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"2b528046-a295-4bfb-8ae9-5f6dc0225c4d","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":229,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"a29b6c65-410d-43e9-8ff5-498cb08cdf75","block_type":"box","text":"Each shareholder proposal is evaluated on a case-by-case basis, focusing on its merit while considering the company’s","page_number":229,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"b7d9c2a7-e3a8-49b9-98f4-13c17f13b3f8","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":229,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"db7731c4-78ac-450e-9b1d-86833db28261","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":229,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"243aaba2-ea3d-4602-b97f-4f08562a4d79","block_type":"box","text":"In addition to financial materiality, the Guidelines consider the proposal’s relevance to the company’s low-carbon transition","page_number":229,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"059cbe46-a762-4d11-ad2c-37d25dc84c2b","block_type":"box","text":"strategy and targets. The dedicated team assesses the implications for, and the relevance to, the company’s stated low","page_number":229,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"de6d2882-3a65-4f24-9048-fcf016d3ce1d","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":229,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"1f244164-e57b-4491-b65b-e6f30ae0cb91","block_type":"box","text":"ask a company to:","page_number":229,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"c6ec7bd3-9945-4737-a2e9-77eae6c786e2","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":229,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"38f237da-4fd6-4051-8b20-b62bc980c284","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":229,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"48f535f5-d4ad-4ab1-9d9f-ab1c3ff868fc","block_type":"box","text":"• Align scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with, a long-term goal of","page_number":229,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"53618d02-b203-424a-81ae-295d98faae1a","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":229,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"24c0bb0b-6c94-4e2a-9dc7-65fd7450a757","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":229,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"6cc25764-1bcf-4ce5-affa-59f2d863fa48","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":229,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"62d997e4-3157-40c2-ad25-fc19a470a484","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":229,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"61e1206c-8c8f-4f42-8630-c132d50a2323","block_type":"box","text":"(25)","page_number":229,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"22e41600-90d9-49d5-817b-ef9afc7afd8a","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":229,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"f2c4d009-f50c-429c-920e-f1266e604041","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":229,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"f5517555-3fe3-4564-ae2e-bb7cdb88f32f","block_type":"box","text":"(23) Board report votes are generally advisory and relate to reports issued by the board of directors that may contain information on a company’s","page_number":229,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"6b7a8ec3-09f5-408c-8440-bb6a472a9c06","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":229,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"3d6e8f6a-668e-48b4-8187-9618474e79e4","block_type":"box","text":"(24) While the dedicated team may escalate voting by not supporting additional management proposals, principally director elections, the team does","page_number":229,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"f48e2b43-b7c6-4ba0-aca6-f7d296cca4b3","block_type":"box","text":"not","page_number":229,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"4eb7236e-bbcd-4e20-af0f-951eca74c36c","block_type":"box","text":"consider filing shareholder proposals, preannouncing voting intentions or using the media to amplify concerns as appropriate courses of action. Th","page_number":229,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"fc7bd340-279e-4fdd-83a2-bdec1a3932ef","block_type":"box","text":"e","page_number":229,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"9bb28308-504c-444d-97ee-4562b7debd72","block_type":"box","text":"dedicated team will continue to take a constructive, long-term focused approach, to engagement and voting on behalf of clients under these Guide","page_number":229,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"d6a36792-eea1-4087-be13-dc8aa54d9f42","block_type":"box","text":"lines.","page_number":229,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"0ede0d68-68c1-4abf-8fba-cdbf94f7d29e","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":229,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"b63769b6-1a07-40b4-b8ec-661851d40909","block_type":"box","text":"hips), and","page_number":229,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"ab57b0c4-ec0d-4090-8d10-a076c4d1530a","block_type":"box","text":"corporate political contributions.","page_number":229,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"38d68774-778e-46f7-80f8-0d0abbb107ad","block_type":"box","text":"A-39","page_number":229,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"99f5f2fe-9362-4f6d-ac17-f44b5e36baa7","block_type":"box","text":"Related matters","page_number":230,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"3f829502-90d4-4c0e-8007-abaf64de2d73","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":230,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"c6d09f93-f00a-45f1-91ea-0b116ac96dc1","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":230,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"0c2a904c-e3bf-4207-be75-e1234717c775","block_type":"box","text":"enhance its understanding of a company’s approach. Generally, voting on these matters would be covered by BIS’ Benchmark","page_number":230,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"3446cd81-1184-4316-9514-0e3393253920","block_type":"box","text":"Policies.","page_number":230,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"00f4f024-58b3-4603-addd-85e8dd23f962","block_type":"box","text":"Executive compensation","page_number":230,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"692de443-065f-4fbd-ad56-4346865c3966","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":230,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"4c8267ef-f251-4f38-8aa8-b706ca020cd8","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":230,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"9da44dc4-f728-49d2-8611-5f01eb6fb74a","block_type":"box","text":"reduction targets or low-carbon transition-related metrics in their incentive plans. In such cases, the dedicated team would","page_number":230,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"25b6e317-43ae-4ad7-bbea-0ed2de459985","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":230,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"156838ef-fc94-443f-b376-9cf9faf1165e","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":230,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"fdc0f257-21e2-4fc6-9e26-b4ab23b466d0","block_type":"box","text":"Auditors and audit-related issues","page_number":230,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"550c0280-d7d9-4c59-98bc-97a1b5200af4","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":230,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"68ce795e-04bd-461a-9b6c-cdcf0ddbb21b","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":230,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"2b00b74d-2ce1-4ef5-bf0b-e83ba827b0dd","block_type":"box","text":"related risks in its financial statements, including if the company explains such risks within the context of its audit report. 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The dedicated team does not","page_number":230,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"30ba3077-f113-4f04-96ec-3764d75fcf8a","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":230,"box":{"x":59,"y":463,"width":512,"height":13}},{"id":"4163fca1-08fc-40dd-9146-55dbfcc57999","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":230,"box":{"x":76,"y":490,"width":498,"height":12}},{"id":"94ddb9bd-62a9-41e2-b56b-72baf43eadc6","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other material sustainability","page_number":230,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"ad7f9daa-56aa-4c49-a9ce-cc41bf0cf529","block_type":"box","text":"related risks and opportunities that may be relevant to a company’s business model and long-term financial performance.","page_number":230,"box":{"x":60,"y":531,"width":852,"height":13}},{"id":"25d9ba10-4ffe-46ae-8852-60763ce7a254","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":230,"box":{"x":59,"y":547,"width":651,"height":12}},{"id":"9330e76e-0e5c-4adb-a5a9-c58292777d33","block_type":"box","text":"(26)","page_number":230,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"5109b311-cf79-4516-b8a0-292b9e8987c6","block_type":"box","text":"In the context of these","page_number":230,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"e0e4e69e-ab59-47cd-ba31-f4b92356e249","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":230,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"37db366e-eda2-4cc1-b7ea-caa9f9ef325e","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":230,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"f99ed6d4-4805-442e-95f9-eb0ae186e250","block_type":"box","text":"to their transition to a low-carbon economy. Similarly, the team may engage companies that face risks and opportunities","page_number":230,"box":{"x":59,"y":592,"width":844,"height":12}},{"id":"6086ba72-6eda-4640-966a-591a39f43284","block_type":"box","text":"related to land use and deforestation, access to fresh water, or the ability to secure scarce resources critical to the transition","page_number":230,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"8dbd8e19-288d-4c0b-9d1c-7ba3bbc547e5","block_type":"box","text":"to a low-carbon economy.","page_number":230,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"01b9aa23-56d0-4100-b4fd-a41aac84d883","block_type":"box","text":"(26) Engagement with companies on these issues is informed by BIS’ commentaries on natural capital, human capital management, and corporate human","page_number":230,"box":{"x":59,"y":879,"width":872,"height":9}},{"id":"37030fc4-6582-409e-a1c8-ae51009fb156","block_type":"box","text":"rights risks, December 2025.","page_number":230,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"767cb124-79cf-47f7-90b0-916f44714aa7","block_type":"box","text":"A-40","page_number":230,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"c14bf7bc-eda7-4cc1-9a60-f665bf8f5a6b","block_type":"box","text":"Appendix 1","page_number":231,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"c485627d-3995-4761-8531-eac10ec06af8","block_type":"box","text":"Terminology","page_number":231,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"c35b6a42-0f9c-4119-97d7-c6e7d389fa22","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":231,"box":{"x":59,"y":120,"width":552,"height":12}},{"id":"64c602df-d182-4baa-83df-412d0707bbdc","block_type":"box","text":"Climate risk:","page_number":231,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"441a284b-130e-476b-9348-cd2db2532624","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":231,"box":{"x":154,"y":146,"width":742,"height":12}},{"id":"580e5e24-09bb-4481-aed8-dfdfb02645d7","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":231,"box":{"x":59,"y":161,"width":817,"height":12}},{"id":"d5118291-bdb1-40ec-9ed3-f4c6520f00a5","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":231,"box":{"x":59,"y":176,"width":340,"height":13}},{"id":"6eb706eb-2bca-49ca-8dbc-52cf5a75ed1c","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":231,"box":{"x":58,"y":203,"width":455,"height":12}},{"id":"7f2c238a-a88f-4aa5-ba3f-cc85a3bff495","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":231,"box":{"x":518,"y":203,"width":401,"height":12}},{"id":"d2f8f56d-9f7f-4f1b-909f-c8d43c858239","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":231,"box":{"x":60,"y":218,"width":805,"height":12}},{"id":"2332b4be-9278-47fc-8337-94cbde52e189","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":231,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"9239e502-d298-42ba-91e9-34bfbd6ffe7e","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":231,"box":{"x":59,"y":248,"width":567,"height":12}},{"id":"da084618-7b87-43e9-b425-e7086b5d3a07","block_type":"box","text":"Decarbonization:","page_number":231,"box":{"x":60,"y":274,"width":121,"height":10}},{"id":"7caee04b-408f-463b-88ca-bb4ba8d73eb4","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":231,"box":{"x":186,"y":274,"width":498,"height":13}},{"id":"895f39f3-9bb3-441c-9b6d-1a8d8acca1ab","block_type":"box","text":"2","page_number":231,"box":{"x":685,"y":281,"width":6,"height":6}},{"id":"b6751221-089d-45b3-812e-ac488970f3ec","block_type":"box","text":") from human activity and","page_number":231,"box":{"x":692,"y":274,"width":182,"height":13}},{"id":"89296424-a326-48bb-850d-95fc12559196","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":231,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"19c6f75f-ca86-42bf-abf4-a562a60f5339","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":231,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"d997b4e5-565c-41d1-9f9f-4201cbe9fa29","block_type":"box","text":"Climate-related risks and opportunities:","page_number":231,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"3a777668-2ef3-4fa5-99ac-7b2f19e77f37","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":231,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"e36fe5d7-35d1-41eb-bb4e-5112842d806b","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":231,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"21fc8f27-16a4-4815-9881-5705d903d87f","block_type":"box","text":"climate change.","page_number":231,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"3ff27f1f-956e-4947-a697-1dca75cee720","block_type":"box","text":"Climate-related transition plan:","page_number":231,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"27bd6e75-6ee5-420d-8753-f728aa60b531","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":231,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"cd4f1566-15da-4329-8122-291a9a27a0f3","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":231,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"43e9aa31-d3d8-48c9-bbd2-849b211a125c","block_type":"box","text":"emissions.”","page_number":231,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"a19dea47-216d-48c6-a6e8-df400287af7d","block_type":"box","text":"(27)","page_number":231,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"60fba54d-57b0-422f-a5ee-67b491b7028b","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":231,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"31826e12-9862-47d4-a176-3c76e21d1bf1","block_type":"box","text":"Targets that “","page_number":231,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"104c0270-c254-4dc7-b3ed-25befa3f9338","block_type":"box","text":"are in line with what the latest climate science deems","page_number":231,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"d541181e-9970-404b-98a1-a0ea65d9db11","block_type":"box","text":"necessary to meet the goals of the Paris Agreement — limiting global warming to 1.5°C above pre-industrial levels. 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Direct GHG emissions occur from sources that are owned or controlled by the company, for","page_number":231,"box":{"x":125,"y":531,"width":801,"height":13}},{"id":"a060424d-4528-4fec-9da0-37f3529c5d7e","block_type":"box","text":"example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical","page_number":231,"box":{"x":59,"y":547,"width":824,"height":12}},{"id":"ef738fbb-a9ea-4fb2-ab90-b946ba986f6b","block_type":"box","text":"production in owned or controlled process equipment.","page_number":231,"box":{"x":59,"y":562,"width":382,"height":12}},{"id":"76888da7-b8a9-4c73-80b1-31d9ac4f7ad7","block_type":"box","text":"(29)","page_number":231,"box":{"x":443,"y":560,"width":20,"height":8}},{"id":"34dd44b4-56b3-45fc-a401-1c34c8eb4b9f","block_type":"box","text":"Scope 2:","page_number":231,"box":{"x":59,"y":589,"width":60,"height":12}},{"id":"a08dbd0d-2ee5-4d0a-9c86-aa3ba9a2bf36","block_type":"box","text":"Electricity indirect GHG emissions Scope 2 accounts for GHG emissions from the generation of purchased electricity","page_number":231,"box":{"x":126,"y":588,"width":812,"height":13}},{"id":"378823b0-f8d9-4e41-be79-ee9782b75fbc","block_type":"box","text":"[steam, and heating/cooling] consumed by the company. [It] is defined as electricity [steam, and heating/cooling] that is","page_number":231,"box":{"x":60,"y":603,"width":853,"height":13}},{"id":"f7ab3ea2-9132-46da-a498-c36d5377f09b","block_type":"box","text":"purchased or otherwise brought into the organizational boundary of the company.","page_number":231,"box":{"x":59,"y":618,"width":576,"height":13}},{"id":"13ee6411-8288-4b31-9a56-519823c7f647","block_type":"box","text":"(30)","page_number":231,"box":{"x":637,"y":616,"width":20,"height":8}},{"id":"86897f0c-30f4-44c0-9747-bf52c7ec57bc","block_type":"box","text":"Scope 3:","page_number":231,"box":{"x":59,"y":645,"width":60,"height":12}},{"id":"86e4ed83-2c22-4205-a9ae-8a894a21fa4e","block_type":"box","text":"Other indirect GHG emissions. Scope 3 is an optional reporting category that allows for the treatment of all other","page_number":231,"box":{"x":125,"y":645,"width":790,"height":12}},{"id":"f95d3c46-8d38-48ce-b4aa-0de80009bc4c","block_type":"box","text":"indirect emissions. Scope 3 emissions are a consequence of the activities of the company, but occur from sources not owned","page_number":231,"box":{"x":60,"y":660,"width":873,"height":12}},{"id":"1da64670-b498-452f-9bfb-46b475779e03","block_type":"box","text":"or controlled by the company.","page_number":231,"box":{"x":59,"y":675,"width":207,"height":12}},{"id":"4aa290af-689f-4e24-8889-64430f6d4857","block_type":"box","text":"(31)","page_number":231,"box":{"x":268,"y":673,"width":20,"height":8}},{"id":"684e4087-5e48-4e48-a307-17e5e975ee8b","block_type":"box","text":"(27) As defined by the International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023. Several jurisdictions are","page_number":231,"box":{"x":59,"y":768,"width":797,"height":10}},{"id":"e340c5ec-105b-4a59-b781-9d0a814c003d","block_type":"box","text":"basing their","page_number":231,"box":{"x":860,"y":768,"width":65,"height":10}},{"id":"4ac41ab3-f1f0-4a65-b426-7720f7049f69","block_type":"box","text":"own transition plan disclosure frameworks on the IFRS S2 definition. We anticipate transition plan disclosure becoming mandatory in an increasing","page_number":231,"box":{"x":92,"y":780,"width":822,"height":10}},{"id":"e105db4b-4500-4647-8fe8-34d0b4bea73e","block_type":"box","text":"number of jurisdictions over the near term.","page_number":231,"box":{"x":92,"y":793,"width":239,"height":10}},{"id":"0230c8ed-ca85-4fa0-9a5e-23193b2db7e0","block_type":"box","text":"(28) As defined by the Science Based Targets initiative (SBTi). SBTi “is a corporate climate action organization that enables companies and financia","page_number":231,"box":{"x":59,"y":808,"width":826,"height":10}},{"id":"36b682c1-fd1e-494b-ace6-94908cdd294b","block_type":"box","text":"l institu","page_number":231,"box":{"x":887,"y":808,"width":44,"height":8}},{"id":"a18f706e-723f-4ef7-a072-58f277075b95","block_type":"box","text":"tions worldwide to play their part in combating the climate crisis. We develop standards, tools and guidance which allow companies to set greenhouse","page_number":231,"box":{"x":91,"y":821,"width":844,"height":10}},{"id":"58d9d0bc-6d2c-4744-be8c-ccb76b9c6684","block_type":"box","text":"gas (GHG) emissions reductions targets in line with what is needed to keep global heating below catastrophic levels and reach net-zero by 2050 at lat","page_number":231,"box":{"x":92,"y":833,"width":841,"height":10}},{"id":"74d467c2-120b-4be6-905d-c8fcbda4bb31","block_type":"box","text":"est.” Source: Science Based Targets initiative, “About Us.” Websites accessed in December 2025.","page_number":231,"box":{"x":92,"y":846,"width":536,"height":10}},{"id":"56f1907a-11bb-4159-bd68-b4a2890f1f35","block_type":"box","text":"(29) Greenhouse Gas Protocol, “A Corporate Accounting and Reporting Standard,” Revised Edition.","page_number":231,"box":{"x":59,"y":861,"width":559,"height":10}},{"id":"485d9cdb-dcd2-4556-8486-9bf220d530f7","block_type":"box","text":"(30) Greenhouse Gas 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