{"annotation_id":"8e29a233-8d1f-4513-af99-cf2ff909d870","file_hash":"9dac05ab8a9561dd4b37124d02031eb88724aba8abaf89f68e4d626fa65152dc","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"690f7d8f-1c5a-4e6f-96b1-3815a0338354","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"83d6e509-78b6-45fe-9fb3-f4882f2d165a","block_type":"box","text":"Supplement dated October 16, 2026 to the","page_number":1,"box":{"x":344,"y":92,"width":316,"height":13}},{"id":"9c162f57-0db5-47d1-b7bf-c9c36b5e8cb6","block_type":"box","text":"currently effective Statement of Additional Information (“SAI”) for each of","page_number":1,"box":{"x":232,"y":108,"width":540,"height":13}},{"id":"74a1de5c-975f-4041-ac40-42189f779595","block_type":"box","text":"the iShares Bloomberg Roll Select Commodity Strategy ETF (CMDY),","page_number":1,"box":{"x":251,"y":123,"width":501,"height":13}},{"id":"95b7d25c-03df-454f-bc05-0becc4edea0f","block_type":"box","text":"iShares GSCI Commodity Dynamic Roll Strategy ETF (COMT) and","page_number":1,"box":{"x":263,"y":139,"width":478,"height":13}},{"id":"4c66783c-3a4c-4c32-a830-a1093081fbab","block_type":"box","text":"iShares Strategic Metals ETF (ISTM) (each, a “Fund”)","page_number":1,"box":{"x":309,"y":154,"width":387,"height":13}},{"id":"c6fbf2a4-1f25-4275-8e24-58772a6cb896","block_type":"box","text":"The following changes are expected to take place on or around November 16, 2026:","page_number":1,"box":{"x":116,"y":178,"width":614,"height":12}},{"id":"37a3e4d7-2d6d-41bf-a339-38cdd4296063","block_type":"box","text":"1) For each Fund, the section of the SAI entitled “Costs Associated with Creation Transactions” is","page_number":1,"box":{"x":151,"y":201,"width":721,"height":13}},{"id":"0998a3db-1212-4346-b70e-63f894914a8b","block_type":"box","text":"deleted in its entirety and replaced with the following, although each SAI will include a","page_number":1,"box":{"x":184,"y":216,"width":628,"height":13}},{"id":"e07b54bf-8bd2-477a-807e-aa9c8bb3f859","block_type":"box","text":"“Standard Creation Transaction Fee” table only for the SAI’s applicable Fund","page_number":1,"box":{"x":184,"y":232,"width":552,"height":13}},{"id":"5fde86df-0931-4fa4-9ace-f7b7041b2ef0","block_type":"box","text":":","page_number":1,"box":{"x":737,"y":236,"width":7,"height":6}},{"id":"1848656f-7290-49e3-b861-899030f7d59c","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":1,"box":{"x":184,"y":255,"width":342,"height":10}},{"id":"5713461d-1695-48b3-864d-f06ee08af2dd","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and other transaction costs","page_number":1,"box":{"x":183,"y":278,"width":700,"height":13}},{"id":"9f591db9-57dc-4bd4-b48c-c75ac33d63ab","block_type":"box","text":"associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds","page_number":1,"box":{"x":184,"y":294,"width":673,"height":13}},{"id":"8defa818-99f3-4627-9c72-b629dced8552","block_type":"box","text":"have retained BRIL, an affiliate of BFA, to perform the ETF Services. BRIL will receive from an","page_number":1,"box":{"x":184,"y":309,"width":670,"height":13}},{"id":"addfa5bb-8493-43f3-a283-d66e2b5dfee4","block_type":"box","text":"Authorized Participant a standard transaction fee on each creation order, which consists of (1) a","page_number":1,"box":{"x":183,"y":325,"width":703,"height":13}},{"id":"01a1d131-a0f0-4fd1-ba81-7e0a938af6f5","block_type":"box","text":"fee for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and","page_number":1,"box":{"x":183,"y":340,"width":670,"height":13}},{"id":"4d7c4a6c-1bc3-4bef-bdaa-54d0fa49292e","block_type":"box","text":"other transaction costs charged by a Fund custodian in connection with the issuance of","page_number":1,"box":{"x":184,"y":356,"width":639,"height":13}},{"id":"982907d0-06f6-4e54-bc2a-751ce6a88ac2","block_type":"box","text":"Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain","page_number":1,"box":{"x":184,"y":371,"width":684,"height":13}},{"id":"71784723-4888-46d5-9fc1-208b79ee2e68","block_type":"box","text":"the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any","page_number":1,"box":{"x":183,"y":387,"width":662,"height":13}},{"id":"91f948cd-e57f-4365-857c-98ee4c142e60","block_type":"box","text":"Custody Transaction Costs to the applicable Fund custodian according to the amounts invoiced","page_number":1,"box":{"x":184,"y":402,"width":698,"height":13}},{"id":"aeb6be4c-0563-4c13-ac44-92e0b52cd3d8","block_type":"box","text":"by such custodian.","page_number":1,"box":{"x":184,"y":418,"width":139,"height":13}},{"id":"41e8f9b5-b64e-41f4-8b90-9d3a548ef1ba","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being","page_number":1,"box":{"x":183,"y":441,"width":674,"height":13}},{"id":"d32d3196-5ae7-4a2d-97ac-147ffd0d8936","block_type":"box","text":"purchased, which amount will vary among different Funds based on a number of factors,","page_number":1,"box":{"x":184,"y":457,"width":649,"height":12}},{"id":"fef1a9c3-4d1f-478f-92b9-cbeec0a47111","block_type":"box","text":"including the complexity of the order and the types of securities or instruments included in a","page_number":1,"box":{"x":184,"y":472,"width":674,"height":13}},{"id":"cd21c02c-5efd-4984-9d2f-083715df5139","block_type":"box","text":"Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":1,"box":{"x":184,"y":488,"width":681,"height":12}},{"id":"32690d1e-6ba7-41a5-bbdb-45b348fad68e","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual","page_number":1,"box":{"x":184,"y":503,"width":648,"height":13}},{"id":"d3672fbb-8ac4-416d-9299-914f8bbc74d9","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets","page_number":1,"box":{"x":184,"y":519,"width":682,"height":12}},{"id":"9eed779d-5ccf-4646-b28f-53e3b31a95f5","block_type":"box","text":"and settlement locations associated with the issuance of a Creation Unit. The following table","page_number":1,"box":{"x":184,"y":534,"width":675,"height":13}},{"id":"d26cb257-bae2-4c52-b78b-ca407055919a","block_type":"box","text":"sets forth, for each Fund, an estimate of the creation transaction fee for a Creation Unit based","page_number":1,"box":{"x":184,"y":550,"width":682,"height":11}},{"id":"a6db81af-ccbf-4e04-83f4-2c1e12554309","block_type":"box","text":"on data as of October 1, 2026. The actual fee charged to an Authorized Participant in","page_number":1,"box":{"x":184,"y":565,"width":620,"height":13}},{"id":"683b72d2-44bf-49a0-9675-0d6dabcbf8fd","block_type":"box","text":"connection with a creation order will vary over time depending on the factors discussed above,","page_number":1,"box":{"x":184,"y":581,"width":692,"height":12}},{"id":"e551636e-7d49-4559-905a-f107cb1a5620","block_type":"box","text":"and may be higher than the fee set forth below.","page_number":1,"box":{"x":184,"y":596,"width":348,"height":13}},{"id":"028c86aa-2672-494d-8508-72a2507f96ab","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":1,"box":{"x":184,"y":620,"width":666,"height":12}},{"id":"8b7cc4d9-e9af-48e2-a02e-3f20150a3c8a","block_type":"box","text":"dilution, if a creation transaction consists solely or partially of cash, the Authorized Participant","page_number":1,"box":{"x":184,"y":635,"width":684,"height":13}},{"id":"2b458953-f839-40a9-9030-ae5203245bde","block_type":"box","text":"may also be required to cover (up to the maximum amount shown below) certain brokerage,","page_number":1,"box":{"x":184,"y":651,"width":678,"height":12}},{"id":"617e4247-9915-4b86-903a-a065f44829e6","block_type":"box","text":"tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":1,"box":{"x":183,"y":666,"width":653,"height":13}},{"id":"e97dbf50-987c-437b-be11-b77c1bcc55d1","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good","page_number":1,"box":{"x":183,"y":682,"width":667,"height":12}},{"id":"5d9f4f28-41bd-4ca3-b942-3f48ce04d238","block_type":"box","text":"faith estimate of transaction costs based on historical data or other inputs, at BlackRock’s","page_number":1,"box":{"x":183,"y":697,"width":649,"height":13}},{"id":"d09e7647-960a-40fc-be81-66bef7d20ad7","block_type":"box","text":"discretion, and may include part or all of the spread between the expected bid and offer side of","page_number":1,"box":{"x":184,"y":713,"width":687,"height":12}},{"id":"fe41f345-e661-4bb0-8650-828cf6d42263","block_type":"box","text":"the market and anticipated market impact). However, a Fund is not obligated to trade identical","page_number":1,"box":{"x":183,"y":728,"width":686,"height":13}},{"id":"5b0c7296-c166-43ba-bf1e-63bf337f7e98","block_type":"box","text":"securities to the securities identified by BlackRock in estimating these transaction and other","page_number":1,"box":{"x":184,"y":744,"width":664,"height":12}},{"id":"78a5b4b5-7909-422a-b4dc-fc771b270888","block_type":"box","text":"costs and expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to","page_number":1,"box":{"x":184,"y":759,"width":690,"height":13}},{"id":"3e2804fa-c0bc-4980-9ca0-c77d70b589a7","block_type":"box","text":"deviate from the regular charge, subject to the maximum amounts shown below.","page_number":1,"box":{"x":184,"y":775,"width":588,"height":12}},{"id":"865e4aeb-0f64-4798-a373-7640ab074b6f","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the","page_number":1,"box":{"x":183,"y":798,"width":656,"height":12}},{"id":"2786830f-d69d-4c5a-aed1-ec70aced09f0","block_type":"box","text":"Funds. Certain fees/costs associated with creation transactions may be waived in certain","page_number":1,"box":{"x":184,"y":813,"width":643,"height":13}},{"id":"2ed19ab2-536e-4ffc-a3fd-01e486a01113","block_type":"box","text":"circumstances. Investors who use the services of a broker or other financial intermediary to","page_number":1,"box":{"x":184,"y":829,"width":666,"height":12}},{"id":"1de7e849-4d35-4971-ad0e-fc6e8e41f53a","block_type":"box","text":"acquire Fund shares may be charged a fee for such services.","page_number":1,"box":{"x":184,"y":844,"width":439,"height":13}},{"id":"2bf023c7-2dd6-4305-a348-778baafce3f3","block_type":"box","text":"The following table sets forth each Fund’s estimated creation transaction fee based on data as","page_number":2,"box":{"x":183,"y":69,"width":688,"height":13}},{"id":"48e9f155-d78d-41aa-9739-4f2d6db28ce1","block_type":"box","text":"of October 1, 2026 and maximum additional charge (as described above):","page_number":2,"box":{"x":184,"y":85,"width":540,"height":12}},{"id":"742b34d3-1efb-4a07-aab4-b67f4a6631b2","block_type":"box","text":"Fund","page_number":2,"box":{"x":117,"y":136,"width":29,"height":8}},{"id":"6c5150c9-ea45-41e7-a2d0-022e80644ec4","block_type":"box","text":"Standard","page_number":2,"box":{"x":717,"y":105,"width":55,"height":8}},{"id":"9285980b-31da-406e-ad5d-77fa99c469ac","block_type":"box","text":"Creation","page_number":2,"box":{"x":719,"y":115,"width":51,"height":8}},{"id":"73e3859d-32b6-491e-bdb4-c27e6db9c513","block_type":"box","text":"Transaction","page_number":2,"box":{"x":708,"y":126,"width":72,"height":7}},{"id":"c48c38f8-0232-4146-92be-77530d6259ae","block_type":"box","text":"Fee","page_number":2,"box":{"x":735,"y":136,"width":20,"height":8}},{"id":"41d854e7-6f6c-497f-90f1-b51577183589","block_type":"box","text":"Maximum","page_number":2,"box":{"x":821,"y":115,"width":60,"height":8}},{"id":"fa5f65b0-6b35-407e-92ea-7232c071faf5","block_type":"box","text":"Additional","page_number":2,"box":{"x":820,"y":125,"width":63,"height":8}},{"id":"51bda66c-be84-4622-b871-64eb95c92169","block_type":"box","text":"Charge*","page_number":2,"box":{"x":826,"y":136,"width":51,"height":10}},{"id":"2092d48d-fcad-4345-8783-81132a33048b","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF $305 7.0%","page_number":2,"box":{"x":117,"y":158,"width":767,"height":13}},{"id":"74142cdb-e843-4260-a931-cecb4955e421","block_type":"box","text":"iShares GSCI Commodity Dynamic Roll Strategy ETF $0 7.0%","page_number":2,"box":{"x":117,"y":178,"width":767,"height":12}},{"id":"b780ecdf-0093-4cb1-a16b-0f44bd758a6b","block_type":"box","text":"iShares Strategic Metals ETF $0 7.0%","page_number":2,"box":{"x":117,"y":197,"width":767,"height":13}},{"id":"905e0403-7c36-4e44-8ef8-27758e6db3ca","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":2,"box":{"x":117,"y":225,"width":444,"height":13}},{"id":"977daa39-5d4a-4e5c-9ab2-b84157031f71","block_type":"box","text":"2) For each Fund, the section of the SAI entitled “Costs Associated with Redemption Transactions”","page_number":2,"box":{"x":150,"y":249,"width":734,"height":12}},{"id":"b1d61733-1d52-48cd-9478-e8f380a34040","block_type":"box","text":"is deleted in its entirety and replaced with the following, although each SAI will include a","page_number":2,"box":{"x":184,"y":264,"width":644,"height":13}},{"id":"0bf5f21c-d679-4fb3-8efe-c6ba05a200d0","block_type":"box","text":"“Standard Redemption Transaction Fee” table only for the SAI’s applicable Fund","page_number":2,"box":{"x":184,"y":280,"width":579,"height":12}},{"id":"ee815139-2ede-400f-8878-7279c1c3d97e","block_type":"box","text":":","page_number":2,"box":{"x":764,"y":284,"width":7,"height":6}},{"id":"5591ec5a-2fcf-4620-aec4-4ea4cbfa87c8","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":2,"box":{"x":184,"y":303,"width":370,"height":13}},{"id":"780bb266-7d0e-489c-946c-ab9598d88809","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs","page_number":2,"box":{"x":183,"y":326,"width":697,"height":13}},{"id":"505c6a2e-b20c-4d79-9515-4534bdf89528","block_type":"box","text":"that may be incurred by the relevant Fund. As described above, under an ETF Services","page_number":2,"box":{"x":183,"y":342,"width":626,"height":12}},{"id":"1b87564f-035c-4fb3-8c23-42ef1e276f6c","block_type":"box","text":"Agreement, the Funds have retained BRIL, an affiliate of BFA, to perform certain ETF Services.","page_number":2,"box":{"x":183,"y":357,"width":680,"height":13}},{"id":"9d76f394-722c-41c4-b722-e634af8577a9","block_type":"box","text":"BRIL will receive from an Authorized Participant a standard transaction fee on each redemption","page_number":2,"box":{"x":184,"y":373,"width":694,"height":12}},{"id":"aac2c547-53da-46b4-a114-b57d59a72646","block_type":"box","text":"order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is","page_number":2,"box":{"x":184,"y":388,"width":675,"height":13}},{"id":"1dd4203a-263b-4fba-9a2f-007986476d9d","block_type":"box","text":"entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will","page_number":2,"box":{"x":184,"y":404,"width":677,"height":12}},{"id":"a53e1de3-af8f-4a2c-b7a7-2dc2f99037e9","block_type":"box","text":"reimburse any Custody Transaction Costs to the applicable Fund custodian according to the","page_number":2,"box":{"x":184,"y":419,"width":672,"height":13}},{"id":"883eac8e-805e-4984-a070-b2d84951c64f","block_type":"box","text":"amounts invoiced by such custodian.","page_number":2,"box":{"x":184,"y":435,"width":273,"height":12}},{"id":"80265ec8-a98c-4491-92eb-f2ebfe2c5af0","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being","page_number":2,"box":{"x":183,"y":458,"width":674,"height":13}},{"id":"db2b4336-e036-47f5-bb87-e5a67dde19e7","block_type":"box","text":"redeemed, which amount will vary among different Funds based on a number of factors,","page_number":2,"box":{"x":184,"y":474,"width":646,"height":12}},{"id":"3aefbd77-a713-4287-bf03-ccd219a17f65","block_type":"box","text":"including the complexity of the order and the types of securities or instruments included in a","page_number":2,"box":{"x":184,"y":489,"width":674,"height":13}},{"id":"28bc2655-d6cb-4cd4-a4b2-091266a2239e","block_type":"box","text":"Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero","page_number":2,"box":{"x":184,"y":505,"width":690,"height":12}},{"id":"13dd3bc6-aa17-45fa-be3d-bccaad5792cd","block_type":"box","text":"in certain instances, such as for redemption transactions that consist solely of cash. The actual","page_number":2,"box":{"x":184,"y":520,"width":690,"height":13}},{"id":"2d797a14-4c03-4e04-b139-582b3f0ea90b","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets,","page_number":2,"box":{"x":184,"y":536,"width":686,"height":12}},{"id":"b8346e47-cde6-47a9-85e0-5d2929188456","block_type":"box","text":"and settlement locations associated with the redemption of a Creation Unit. The following table","page_number":2,"box":{"x":184,"y":551,"width":696,"height":13}},{"id":"60dc6f7c-369a-48f6-886c-dbf46f637cd6","block_type":"box","text":"sets forth, for each Fund, an estimate of the redemption transaction fee for a Creation Unit","page_number":2,"box":{"x":184,"y":567,"width":660,"height":12}},{"id":"e8da9aff-62ca-47cc-80b8-176baac86425","block_type":"box","text":"based on data as of October 1, 2026. The actual fee charged to an Authorized Participant in","page_number":2,"box":{"x":184,"y":582,"width":667,"height":13}},{"id":"59dae2ab-7666-448f-afb8-0ad887224807","block_type":"box","text":"connection with a redemption order will vary over time depending on the factors discussed","page_number":2,"box":{"x":184,"y":598,"width":665,"height":12}},{"id":"9d4ec8e4-5ae8-4cea-bbf9-08a017570fb8","block_type":"box","text":"above, and may be higher than the fee set forth below.","page_number":2,"box":{"x":184,"y":613,"width":400,"height":13}},{"id":"206e41e5-d23b-4eb6-aec3-e120fa1811d4","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":2,"box":{"x":184,"y":636,"width":666,"height":13}},{"id":"3ec91651-7ae4-4ec0-a462-827582ba7616","block_type":"box","text":"dilution, if a redemption transaction consists solely or partially of cash, the Authorized","page_number":2,"box":{"x":184,"y":652,"width":626,"height":12}},{"id":"1a8cbb5c-a1d2-43f2-915a-1e9b203114ed","block_type":"box","text":"Participant may also be required to cover (up to the maximum amount shown below) certain","page_number":2,"box":{"x":184,"y":667,"width":674,"height":13}},{"id":"c08ac908-9325-443c-ab6e-fefe0c69d415","block_type":"box","text":"brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":2,"box":{"x":184,"y":683,"width":638,"height":12}},{"id":"b0e507d4-2f7d-4fec-96fa-71561808b392","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based","page_number":2,"box":{"x":184,"y":698,"width":682,"height":13}},{"id":"b344d4f9-e475-406a-afeb-0e373e0f3cfd","block_type":"box","text":"on a good faith estimate of transaction costs based on historical data or other inputs, at","page_number":2,"box":{"x":184,"y":714,"width":636,"height":12}},{"id":"0cfc1eea-f04e-402b-80a8-aecd74168982","block_type":"box","text":"BlackRock’s discretion, and may include part or all of the spread between the expected bid and","page_number":2,"box":{"x":184,"y":729,"width":686,"height":13}},{"id":"7f6250bd-ba92-4234-859c-8b3ff90fab01","block_type":"box","text":"offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":2,"box":{"x":184,"y":745,"width":668,"height":12}},{"id":"93a3df29-f9c6-45ea-b66f-4dc0c401ec62","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction","page_number":2,"box":{"x":183,"y":760,"width":697,"height":13}},{"id":"4b45d6d3-e51f-49db-80e1-f31625a901fa","block_type":"box","text":"and other costs and expenses. In certain cases, BlackRock or an affiliate may determine in its","page_number":2,"box":{"x":184,"y":776,"width":670,"height":13}},{"id":"b5b7aff2-4a8a-43e3-89b3-9b054eaadfbc","block_type":"box","text":"discretion to deviate from the regular charge, subject to the maximum amounts shown below.","page_number":2,"box":{"x":184,"y":791,"width":683,"height":13}},{"id":"4ea4affa-4145-4dbb-9c14-0ad754cc2d35","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund","page_number":2,"box":{"x":183,"y":815,"width":683,"height":12}},{"id":"f214ce3b-facd-4ab0-b8c7-5f4c52cfb768","block_type":"box","text":"to their account on their order. Certain fees/costs associated with redemption transactions may","page_number":2,"box":{"x":183,"y":830,"width":701,"height":13}},{"id":"95b329e3-6a2c-45d9-8f56-1777cb69e14c","block_type":"box","text":"be waived in certain circumstances. Investors who use the services of a broker or other financial","page_number":2,"box":{"x":184,"y":846,"width":699,"height":10}},{"id":"3808daba-df61-441c-b3bb-c2b39349e7ab","block_type":"box","text":"intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":2,"box":{"x":184,"y":861,"width":575,"height":13}},{"id":"6c09abba-91f4-4e8e-9085-fbdc2e733088","block_type":"box","text":"The following table sets forth each Fund’s estimated redemption transaction fee based on data","page_number":3,"box":{"x":183,"y":69,"width":693,"height":13}},{"id":"8178c414-3814-43bf-8a1e-e7ce5f44a789","block_type":"box","text":"as of October 1, 2026 and maximum additional charge (as described 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“SAI”)","page_number":5,"box":{"x":327,"y":123,"width":350,"height":13}},{"id":"e44acf88-3709-4359-b348-62cec9596185","block_type":"box","text":"for the iShares Strategic Metals ETF (ISTM) (the “Fund”)","page_number":5,"box":{"x":295,"y":139,"width":413,"height":13}},{"id":"6c479d5e-83ba-4620-9886-98c5eda6564b","block_type":"box","text":"Change in the Fund’s “Summary of Principal Risks”","page_number":5,"box":{"x":116,"y":162,"width":390,"height":13}},{"id":"bc5d7732-9fc1-42cf-9c42-6d196a4a1ca0","block_type":"box","text":"The section of the Fund’s Summary Prospectus and Prospectus entitled “Summary of Principal Risks” is","page_number":5,"box":{"x":116,"y":185,"width":755,"height":13}},{"id":"2a50eb26-4e6c-4cc7-a415-7a1f269f39df","block_type":"box","text":"amended to delete the paragraph entitled “Non-Diversification Risk”.","page_number":5,"box":{"x":116,"y":201,"width":503,"height":13}},{"id":"1bd4b7a9-51ed-49bd-aeec-1ca238c3d9c3","block_type":"box","text":"Change in the Fund’s 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On","page_number":5,"box":{"x":117,"y":247,"width":713,"height":13}},{"id":"c3d00289-a375-4582-b83f-482886926bbe","block_type":"box","text":"page 10, “Non-Diversification Risk” is deleted in its entirety.","page_number":5,"box":{"x":116,"y":263,"width":435,"height":13}},{"id":"1f728aec-37a4-4992-adf4-ee9997affd83","block_type":"box","text":"Change in the Fund’s “Investment Strategies and Risks”","page_number":5,"box":{"x":116,"y":286,"width":425,"height":13}},{"id":"449b2b8b-1cf8-462f-8e98-4f112589872e","block_type":"box","text":"In the section of the Fund’s SAI entitled, “Investment Strategies and Risks,” the “Diversification Status”","page_number":5,"box":{"x":117,"y":309,"width":770,"height":13}},{"id":"b5e1b180-03fe-4863-b829-77c99d7a5a26","block_type":"box","text":"sub-section starting on page 4 is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":116,"y":325,"width":635,"height":13}},{"id":"9910c14b-2e79-42cd-9e6d-789ac6e96f34","block_type":"box","text":"Diversification Status.","page_number":5,"box":{"x":117,"y":348,"width":166,"height":10}},{"id":"26152121-06bb-408b-8163-fc2a0a83382d","block_type":"box","text":"The Fund is classified as a diversified fund under the 1940 Act. This means that","page_number":5,"box":{"x":284,"y":348,"width":583,"height":10}},{"id":"f3eedd8a-7933-46a8-a9ff-11cb6e6f0773","block_type":"box","text":"the Fund may not purchase securities of an issuer (other than (i) obligations issued or guaranteed by the","page_number":5,"box":{"x":116,"y":364,"width":763,"height":12}},{"id":"7da2b77c-be8b-414b-88f9-c01c2787401e","block_type":"box","text":"U.S. government, its agencies or instrumentalities and (ii) securities of other investment companies) if,","page_number":5,"box":{"x":117,"y":379,"width":746,"height":13}},{"id":"e980cb38-4611-4145-886b-94892268c73e","block_type":"box","text":"with respect to 75% of its total assets, (a) more than 5% of the Fund’s total assets would be invested in","page_number":5,"box":{"x":116,"y":395,"width":754,"height":12}},{"id":"9d44fe26-4478-4c4c-92b8-9ad825c13d67","block_type":"box","text":"securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of","page_number":5,"box":{"x":116,"y":410,"width":770,"height":13}},{"id":"0f67ac7e-29cc-47d9-9757-d1e939780604","block_type":"box","text":"that issuer. With respect to the remaining 25% of its total assets, the Fund may invest more than 5% of","page_number":5,"box":{"x":116,"y":426,"width":753,"height":12}},{"id":"8df65a59-9bff-4200-b0a3-2e50aef15369","block_type":"box","text":"its assets in one issuer. Under the 1940 Act, the Fund cannot change its classification from diversified to","page_number":5,"box":{"x":117,"y":441,"width":757,"height":13}},{"id":"d9f7e92a-8322-48d3-95b4-e6a51172f941","block_type":"box","text":"non-diversified without shareholder approval.","page_number":5,"box":{"x":117,"y":457,"width":335,"height":12}},{"id":"66c79cbe-39d3-402d-abae-875aa990e245","block_type":"box","text":"The Fund intends to maintain the required level of diversification and otherwise conduct its operations so","page_number":5,"box":{"x":116,"y":480,"width":768,"height":13}},{"id":"dd9f8252-dfcd-435c-b7dd-55e54aafc70e","block_type":"box","text":"as to qualify as a regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code","page_number":5,"box":{"x":116,"y":495,"width":755,"height":13}},{"id":"a781663c-52d8-4804-a1e4-3f9ecd642766","block_type":"box","text":"of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal","page_number":5,"box":{"x":116,"y":511,"width":770,"height":13}},{"id":"c731fcfc-3821-4c4f-96f5-8fba72f88fec","block_type":"box","text":"income tax to the extent that its earnings are distributed to shareholders, provided that the Fund satisfies","page_number":5,"box":{"x":117,"y":526,"width":765,"height":13}},{"id":"4ab61fb8-fdea-4797-9dec-f475092d0412","block_type":"box","text":"a minimum distribution requirement. Compliance with the diversification requirements of the Internal","page_number":5,"box":{"x":116,"y":542,"width":741,"height":13}},{"id":"8e670ccd-1fea-4893-b8ec-b7e7384794f3","block_type":"box","text":"Revenue Code may limit the investment flexibility of the Fund and may make it less likely that the Fund","page_number":5,"box":{"x":117,"y":557,"width":748,"height":13}},{"id":"ed0659b5-104f-4592-87ad-2e255071011e","block_type":"box","text":"will meet its investment objective.","page_number":5,"box":{"x":116,"y":573,"width":250,"height":13}},{"id":"a35b152b-63cc-40b6-aab3-274a6fd6fe1a","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":596,"width":521,"height":13}},{"id":"501c37e7-19cf-483e-bcfa-713a01f5f2d9","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"2f851422-bd74-450a-8bd6-879741948ffe","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"d13454ee-6287-4c82-b445-c1321d546bd3","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"e075eeb2-cb35-4e4b-971b-8c7fac8fce64","block_type":"box","text":"IS-A-ISTM-1026","page_number":5,"box":{"x":789,"y":887,"width":94,"height":8}},{"id":"4890a012-abb8-49e8-8e89-5dc4f0fb8b85","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"3ac3fed1-8359-49fd-88c2-cbd84298ff49","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"0cccc399-c8ef-43dd-9bae-face35f20c9b","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust","page_number":6,"box":{"x":298,"y":69,"width":408,"height":12}},{"id":"6e37864e-e96f-4bc9-9442-5c4676f8a6f9","block_type":"box","text":"Supplement dated September 11, 2026","page_number":6,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"cb037071-e9c9-4641-b305-9bbf1014822a","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":6,"box":{"x":153,"y":100,"width":696,"height":13}},{"id":"c6ff05cd-b02f-43c9-a3f2-c1fc2c43a62a","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":6,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"983647da-e825-46d6-8239-7dddae7ca8b3","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":6,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"d37880a8-071d-446b-b5d9-ffbe60995022","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":6,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"7e11bec0-55e8-4634-9b1e-fac7fcc23bb4","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"0456b056-ab13-4d8c-8557-f6360958783c","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":6,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"d1a181f5-b8bd-4241-ad35-9336d26834ac","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":6,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"8ea6baef-c433-480a-80cc-32447e6993c2","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":6,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"12545cec-f34d-4ab0-be96-1f5334c16e39","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":6,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"94e35870-dfb1-4de7-bb0c-9c8dfa3c4c19","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":6,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"eb09111b-2e2f-44ba-82dc-ff981f258b9a","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":6,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"3cf30808-aaf3-4ac3-ac02-6d09cb618c56","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":6,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"2721a6bd-2cf0-4f1b-b454-2db0b44babba","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":6,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"c329e43f-e912-4ac9-aaa6-66b24eb785cf","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":6,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"cfbb6d6b-7541-47f3-b3df-a8fdeba08bd6","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":6,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"94907cea-cf2d-41f0-ba9d-e5fd6c0013bb","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":6,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"1f4081fd-b51e-4279-847f-cd5a39d23d9d","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":6,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"b0fa8a76-59ba-4a7a-9899-9b73644f8ccb","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":6,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"190e889f-61af-4951-b611-cb1ddcf9cb7a","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":6,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"972b0100-abe5-4be3-870a-de623d2bb05b","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":6,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"a4e8ae43-f701-4a96-aee9-c738236ec9c2","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":6,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"a39fce11-4627-4641-ad2b-185b223c6349","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. 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The quarterly rebalancing among the contracts occurs","page_number":8,"box":{"x":117,"y":340,"width":712,"height":13}},{"id":"0e59379a-dcec-4458-a116-ce217538669b","block_type":"box","text":"simultaneously with any rolling of contracts after the close of the 5th to 9th business day in January,","page_number":8,"box":{"x":116,"y":356,"width":730,"height":13}},{"id":"5afd792d-b12f-4fd2-86b3-61255a434bea","block_type":"box","text":"April, July, and October each year. For each commodity, the prices of eligible contracts are fitted to a","page_number":8,"box":{"x":116,"y":371,"width":730,"height":13}},{"id":"96a5e5d6-05dc-47a7-b534-ee1ffaa16a81","block_type":"box","text":"linear regression to select the two most backward-dated contracts for generating positive roll yields.","page_number":8,"box":{"x":117,"y":387,"width":730,"height":13}},{"id":"c903ff64-2e0b-4dee-ad1d-e313698fb9c2","block_type":"box","text":"The rebalancing contract weights are calculated based on two factors: (i) liquidity, which is defined by","page_number":8,"box":{"x":116,"y":410,"width":745,"height":13}},{"id":"a7ec7e5c-b47a-484b-829b-08826cb4c347","block_type":"box","text":"the Index Provider as the aggregated product of daily settlement prices and volumes (50% weight), and","page_number":8,"box":{"x":116,"y":426,"width":757,"height":12}},{"id":"00cb37bf-2155-4913-9cc1-7b4a7888e421","block_type":"box","text":"(ii) the average global production quantity of the relevant commodity, calculated by the Index Provider","page_number":8,"box":{"x":117,"y":441,"width":747,"height":13}},{"id":"1f347f4c-48db-425d-81ac-05f87a6f9aa2","block_type":"box","text":"based on the latest year in which all the contract production numbers are available (50% weight).","page_number":8,"box":{"x":117,"y":457,"width":711,"height":12}},{"id":"97b88dc3-29f2-4c60-a741-6de9a1cad5a8","block_type":"box","text":"Contract weights are subject to a maximum weight of the lesser of a) 30% or b) 10 times its liquidity","page_number":8,"box":{"x":116,"y":472,"width":734,"height":13}},{"id":"54d06315-3f67-47e3-a628-68578b2e0d10","block_type":"box","text":"weight. Excess weight from the implementation of these constraints is redistributed among the","page_number":8,"box":{"x":116,"y":488,"width":695,"height":12}},{"id":"e21a327d-b221-4ab7-ac2e-903a58a48eb1","block_type":"box","text":"remaining contracts on a pro-rata basis. If the redistribution of excess weight to cap any commodity at","page_number":8,"box":{"x":117,"y":503,"width":749,"height":13}},{"id":"5a7d4b8e-5e75-46cb-ac77-2159ffe1dcd4","block_type":"box","text":"30% results in another commodity exceeding 30%, the capping is re-run on the remaining commodities.","page_number":8,"box":{"x":116,"y":519,"width":764,"height":12}},{"id":"828ce193-0d80-4f6b-9398-9a3ae6ca03e9","block_type":"box","text":"The liquidity weight is measured by aggregating the product of the daily settlement prices and volumes","page_number":8,"box":{"x":116,"y":542,"width":754,"height":13}},{"id":"0f62797b-c73e-4a06-beb9-13132d8c009d","block_type":"box","text":"for the specific contract held in the Underlying Index or the Roll-In Contract for the 12-month period","page_number":8,"box":{"x":116,"y":557,"width":732,"height":13}},{"id":"40614665-312c-45d3-b1a7-f10572b179d6","block_type":"box","text":"ending two months prior to the Roll Period. This is then divided by the sum of the same calculation for all","page_number":8,"box":{"x":116,"y":573,"width":766,"height":13}},{"id":"0428b38a-2407-45b4-bcb5-5e48a9edc886","block_type":"box","text":"contracts held in the Underlying Index. For example, for the July Roll Period, the measurement would take","page_number":8,"box":{"x":116,"y":589,"width":768,"height":12}},{"id":"a1c94260-e63e-47ed-90ca-7d84781549a7","block_type":"box","text":"place from June 1st of the prior year to May 31st of the current year. These values would be multiplied by","page_number":8,"box":{"x":116,"y":604,"width":766,"height":13}},{"id":"7026300f-fb2f-4f7e-b8f5-80c06b02d854","block_type":"box","text":"the corresponding contract size.","page_number":8,"box":{"x":116,"y":620,"width":237,"height":12}},{"id":"1958f54d-9db4-46ec-9ed8-a811e049578b","block_type":"box","text":"The production weight is calculated using the Average Global Production Quantity (AGPQ) from the","page_number":8,"box":{"x":116,"y":643,"width":731,"height":12}},{"id":"79ddb261-7710-40b2-ab65-f08ae4181e2c","block_type":"box","text":"latest year in which all the futures contract production numbers are available. The Global Production","page_number":8,"box":{"x":117,"y":658,"width":732,"height":13}},{"id":"0b9b05ef-240f-41e8-9772-020158e949f0","block_type":"box","text":"Value of each contract during each year will be calculated in U.S. Dollars based on the AGPQ of the","page_number":8,"box":{"x":116,"y":674,"width":716,"height":12}},{"id":"7be2c7c7-d428-4e7f-8a39-c624d93e4010","block_type":"box","text":"relevant commodity multiplied by the number of units in which those quantities are quoted times the","page_number":8,"box":{"x":117,"y":689,"width":732,"height":13}},{"id":"49507375-8d5e-4c3d-9225-fcf14cfca856","block_type":"box","text":"Average Reference Price of the applicable contract over the preceding one-year period. The Average","page_number":8,"box":{"x":116,"y":705,"width":726,"height":12}},{"id":"a537b60c-efce-4cc5-86dd-dcfd2d43a5a1","block_type":"box","text":"Reference Price (ARP) is calculated as the average of the official settlement or similar prices posted by the","page_number":8,"box":{"x":117,"y":720,"width":765,"height":13}},{"id":"59c045dd-378d-45bf-98f4-b89465cc518a","block_type":"box","text":"relevant exchange or its clearing house for a contract on each trading day during the 12-month period. In","page_number":8,"box":{"x":117,"y":736,"width":763,"height":12}},{"id":"056104c2-0c4e-497f-952a-c63a78772efc","block_type":"box","text":"addition, the ARP would be taken from the same contracts used for the calculation of the liquidity weight.","page_number":8,"box":{"x":116,"y":751,"width":766,"height":13}},{"id":"d2468478-84f9-4cc0-b95f-e0ba6e53d65b","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":8,"box":{"x":117,"y":775,"width":516,"height":12}},{"id":"313c5632-6f84-43d2-b40e-47cdf5c3fcce","block_type":"box","text":"iShares","page_number":8,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"6c5e2855-2b34-4e64-92d9-b228208fbca6","block_type":"box","text":"®","page_number":8,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"9bb83d6d-dc23-4fb1-9196-ab7e52f626da","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":8,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"6b71df9d-2b39-4ba7-bc33-d83398d863aa","block_type":"box","text":"IS-SUPP-ISTM-0526","page_number":8,"box":{"x":766,"y":887,"width":117,"height":8}},{"id":"4266fe09-63e0-4eaa-87dd-e7b20d860149","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":8,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"e0690589-4b4b-46c8-95fa-a52437fa142a","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":8,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"2dba712a-ee35-4c94-9084-21f474a5d534","block_type":"box","text":"iShares","page_number":9,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"20b60cf9-6f05-474f-9031-0cf821922579","block_type":"box","text":"®","page_number":9,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"a99581d9-5b85-45ad-a5c9-4433bdcd583c","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":9,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"0b097dff-8b53-413e-97e7-78ba6f9f4092","block_type":"box","text":"Supplement dated April 2, 2026","page_number":9,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"8d1678af-e0fd-4741-91e3-484fcccc391a","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":9,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"cbd527a5-a029-4722-ab73-96fdfdd9e3c7","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":9,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"60597a04-1b22-4fec-908e-fe049ac0f456","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":9,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"162af6ef-4b83-4dee-892e-97e595ae8e0b","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":9,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"a61f45f4-7d65-47b0-aa14-6b60e45f8a3d","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":9,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"a91b85eb-b716-4245-a1f4-1453dabfa7b7","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":9,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"afbf4859-1aa1-4b3a-9688-d566b4afc715","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":9,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"f9b406a7-d72a-4662-b8d0-8bf0b0389c3e","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":9,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"24e6cdf7-9bf2-4aa1-baac-6b77471a2fee","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":9,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"8b918770-0bb7-4d5d-bde3-ffd0eb82f28b","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":9,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"c62ad6d0-15dc-4517-80cf-da0ff84385f9","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":9,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"44069a54-8661-4f90-a300-aff81132c5fa","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":9,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"2b8f2d11-1ee5-4a2c-9edb-04c6057722f7","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":9,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"b199ad71-bb42-44d1-9b2c-367b1826cb02","block_type":"box","text":"with respect to the Fund.","page_number":9,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"16f8b654-fd38-4d58-ba4e-b787a9fbc623","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":9,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"54563e42-7c30-4ab8-ba3b-b17b7064a9af","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":9,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"4ea2df36-cdd6-4d3c-9d3f-5f6fb5c93bf4","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":9,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"248ebf8f-974f-404b-af42-6b5f71a91f17","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":9,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"7064b590-c4e9-47f1-8ddf-8828eda70e71","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":9,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"2b037f20-d41c-4373-b112-26f76df2ce8d","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":9,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"b72e0a2f-61b9-499e-8cb2-dfa506a3c8c1","block_type":"box","text":"4. The following is added to the “Investment Advisory, Administrative and Distribution Services”","page_number":9,"box":{"x":150,"y":557,"width":720,"height":12}},{"id":"a8626118-bdd3-4f3e-8178-d0e073c00022","block_type":"box","text":"section of the Fund’s SAI:","page_number":9,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"33192871-9c33-4417-be3a-fc61bbc2fef9","block_type":"box","text":"Investment Sub-Adviser.","page_number":9,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"1761c3d3-59ac-4f6f-9598-514a2e159e57","block_type":"box","text":"Pursuant to the Investment Advisory Agreement between BFA and","page_number":9,"box":{"x":386,"y":604,"width":494,"height":12}},{"id":"95ff0323-63d8-45b4-8149-4a77c3644898","block_type":"box","text":"the Trust entered into on behalf of the Fund, BFA may from time to time, in its sole discretion,","page_number":9,"box":{"x":183,"y":619,"width":692,"height":12}},{"id":"a10093f2-897a-4945-a9f9-65dd2d785ad2","block_type":"box","text":"to the extent permitted by applicable law, appoint one or more sub-advisers, including, without","page_number":9,"box":{"x":183,"y":635,"width":699,"height":12}},{"id":"faf93b31-c025-4fc2-bdb4-7a458c877cbc","block_type":"box","text":"limitation, affiliates of BFA, to perform investment advisory services with respect to the Fund.","page_number":9,"box":{"x":184,"y":650,"width":686,"height":12}},{"id":"c4c16f07-d334-4002-bd10-3e634ec21b34","block_type":"box","text":"In addition, BFA may delegate certain of its investment advisory functions under the","page_number":9,"box":{"x":185,"y":666,"width":620,"height":12}},{"id":"5cfc9df8-0668-4da8-81b9-f139b572bf7b","block_type":"box","text":"Investment Advisory Agreement to one or more of its affiliates to the extent permitted by","page_number":9,"box":{"x":185,"y":681,"width":652,"height":12}},{"id":"94ed324a-7c9f-41a4-ae87-a885fd1d2e3d","block_type":"box","text":"applicable law. BFA may terminate any or all sub-advisers or such delegation arrangements","page_number":9,"box":{"x":184,"y":697,"width":681,"height":12}},{"id":"ac63e6b4-bf99-4458-aa49-2ac278bc3d56","block_type":"box","text":"in its sole discretion at any time to the extent permitted by applicable law.","page_number":9,"box":{"x":184,"y":712,"width":541,"height":12}},{"id":"67955d07-878d-4297-83cd-4b4e15a28250","block_type":"box","text":"BFA has entered into an investment sub-advisory agreement (the “Sub-Advisory Agreement”","page_number":9,"box":{"x":184,"y":743,"width":688,"height":12}},{"id":"89a51901-9c5d-4188-a073-0fb6c4d13e4b","block_type":"box","text":"and together with the Investment Advisory Agreement, the “Advisory Agreements”) with","page_number":9,"box":{"x":184,"y":759,"width":648,"height":12}},{"id":"3f1a4610-6ded-4755-9a83-04bbec8ff051","block_type":"box","text":"BlackRock International Limited (“BIL” or the “Sub-Adviser”) with respect to the Fund. The","page_number":9,"box":{"x":184,"y":774,"width":665,"height":12}},{"id":"3e79a46f-331d-4bb3-ad6e-fea7fda72838","block_type":"box","text":"Sub-Adviser is an investment adviser located in the U.K. The Sub-Adviser is an affiliate of","page_number":9,"box":{"x":184,"y":790,"width":666,"height":9}},{"id":"aded7865-fd60-4b1b-be73-ed94bf883018","block_type":"box","text":"BFA, an SEC-registered investment adviser, and a commodity trading advisor.","page_number":9,"box":{"x":184,"y":805,"width":580,"height":12}},{"id":"a544d2a5-86b8-4e8f-ad05-c312d0c4caa9","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and","page_number":9,"box":{"x":184,"y":836,"width":698,"height":12}},{"id":"7cf8f9db-f74c-4277-baec-41821134168a","block_type":"box","text":"BFA, the Sub-Adviser is responsible for day-to-day management of specified assets in the","page_number":9,"box":{"x":184,"y":852,"width":668,"height":12}},{"id":"9d885411-0453-49e6-8fff-6296293ecb45","block_type":"box","text":"Fund’s portfolio. Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for","page_number":10,"box":{"x":184,"y":87,"width":661,"height":12}},{"id":"ac9d5c27-4ce6-483f-a980-a85fd6a234fe","block_type":"box","text":"services it provides a fee equal to 60% of the management fee paid to BFA under the","page_number":10,"box":{"x":184,"y":102,"width":633,"height":13}},{"id":"b4077a54-ed2b-481c-90cb-9c306723f3ce","block_type":"box","text":"Investment Advisory Agreement.","page_number":10,"box":{"x":185,"y":118,"width":240,"height":12}},{"id":"7e438c00-b634-40d6-8171-32c1bb8ed778","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect","page_number":10,"box":{"x":184,"y":149,"width":684,"height":12}},{"id":"713367ff-c163-429b-aebc-5b8bbd8fc5e0","block_type":"box","text":"for an initial two-year period and from year to year if approved annually (i) by the Board or by","page_number":10,"box":{"x":183,"y":165,"width":689,"height":12}},{"id":"8b321731-9cf7-445c-b80e-4a8ca42df63a","block_type":"box","text":"a vote of a majority of the applicable Fund’s outstanding voting securities and (ii) by a majority","page_number":10,"box":{"x":184,"y":180,"width":697,"height":12}},{"id":"04ee7750-69dd-47d9-b9a5-0010638c82ee","block_type":"box","text":"of the Trustees who are not parties to such agreement or interested persons (as defined in","page_number":10,"box":{"x":184,"y":196,"width":671,"height":12}},{"id":"3d832651-9756-43a9-8713-48605958b288","block_type":"box","text":"the 1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of","page_number":10,"box":{"x":183,"y":211,"width":699,"height":12}},{"id":"059a5660-e860-4b33-a1cc-dda7a3c93eb8","block_type":"box","text":"voting on such approval.","page_number":10,"box":{"x":183,"y":227,"width":181,"height":12}},{"id":"17c3ca8c-dd5a-47c7-acef-62a3bb67dead","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’","page_number":10,"box":{"x":184,"y":258,"width":689,"height":12}},{"id":"d0de97e2-eaeb-4056-a768-37d56867afe3","block_type":"box","text":"notice, by the Board or by a vote of the holders of a majority of the Fund’s outstanding voting","page_number":10,"box":{"x":184,"y":273,"width":687,"height":12}},{"id":"f73a25cb-3413-47bf-90e0-aa4607b41592","block_type":"box","text":"securities (as defined in the 1940 Act). The Sub-Advisory Agreement is also terminable on 60","page_number":10,"box":{"x":184,"y":289,"width":692,"height":12}},{"id":"0ebb3e35-59f6-4a8e-869c-1f73477ee730","block_type":"box","text":"days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory Agreement","page_number":10,"box":{"x":184,"y":304,"width":690,"height":12}},{"id":"9edf0b0b-c70c-49ac-ba2f-cfdc5447af14","block_type":"box","text":"will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":10,"box":{"x":183,"y":320,"width":638,"height":12}},{"id":"e8febc36-c080-4289-a4a4-4337108c3bfe","block_type":"box","text":"*******","page_number":10,"box":{"x":463,"y":351,"width":73,"height":3}},{"id":"bbcb4994-1215-40cd-bc94-993c49718083","block_type":"box","text":"Effective immediately, Franzel Medina is added as a portfolio manager for each Fund listed in","page_number":10,"box":{"x":117,"y":382,"width":693,"height":12}},{"id":"ea48fdd3-35d5-4e5f-bfc9-5a17bf4eca84","block_type":"box","text":"Appendix A, and the following changes are made:","page_number":10,"box":{"x":116,"y":397,"width":369,"height":12}},{"id":"56e78ece-6c80-48b0-8ab5-763801b6271e","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":10,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"c2712cdd-998c-4161-a956-429c2521da33","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":10,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"f8533aca-4b97-43b8-a9d0-954e2612205d","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":10,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"1cf6cc4b-a1db-4e86-946c-ad5ab8cfaa25","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":10,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"00851cee-5d91-44d4-bc29-ac9d1f0f2e5b","block_type":"box","text":"Portfolio Managers.","page_number":10,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"3c062049-7838-47d9-b465-cb1b09fb03de","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":10,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"b4f06aa6-8c8f-4d5d-b163-e56f4eaf69bf","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":10,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"74c26eb8-a622-42f1-8479-4ba65d494b67","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":10,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"fa1a850f-8e1f-44a9-9e1a-5a551d158eed","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":10,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"364a93df-7e91-4411-93c9-51cba432f3d5","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":10,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"3f4d773f-a7a7-468a-938e-1a147ecdbb79","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":10,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"cc495da9-93d7-4562-86c0-17b1d43362b3","block_type":"box","text":"following:","page_number":10,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"0909a824-084c-49b9-b821-b491fc38cd40","block_type":"box","text":"Portfolio Managers.","page_number":10,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"f731e6b0-3e11-4537-b0e7-3b2e2931fef6","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":10,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"1eccd5eb-2f29-41ef-a162-636927731c80","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":10,"box":{"x":184,"y":661,"width":621,"height":12}},{"id":"9b74665d-4432-4421-9897-d8a37b34833e","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2015 and 2026, respectively.","page_number":10,"box":{"x":184,"y":676,"width":667,"height":12}},{"id":"6a221712-12a9-4dcf-bec7-716648f15b52","block_type":"box","text":"3. In the Prospectus for each Fund listed in Appendix A, the “Management of the Funds –","page_number":10,"box":{"x":150,"y":707,"width":679,"height":12}},{"id":"5bf410ab-fd9d-486f-a9de-38fd7b9056ec","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo and Franzel Medina are","page_number":10,"box":{"x":184,"y":723,"width":698,"height":12}},{"id":"fa0e8efa-9ac5-4c71-abef-2ef3cd121e29","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. In addition, the following is","page_number":10,"box":{"x":184,"y":738,"width":689,"height":12}},{"id":"afea9d91-9757-4a62-ac6b-19313abcde11","block_type":"box","text":"added to that section:","page_number":10,"box":{"x":184,"y":754,"width":159,"height":9}},{"id":"7afa60b2-483d-4567-95a9-66e5d2b75d91","block_type":"box","text":"Franzel Medina has been employed by BFA or its affiliates as a portfolio manager since 2012.","page_number":10,"box":{"x":184,"y":785,"width":695,"height":12}},{"id":"3b417cc6-8421-4911-af0a-bc790d0f3f7f","block_type":"box","text":"She is a Director of BlackRock, Inc.","page_number":10,"box":{"x":184,"y":800,"width":261,"height":11}},{"id":"4fbab8aa-5644-4e36-a60f-3337254a379b","block_type":"box","text":"4. In the SAI for each Fund listed in Appendix A, the following is added to the “Investment","page_number":10,"box":{"x":150,"y":831,"width":678,"height":12}},{"id":"cf94e74c-4498-4a0a-910b-8fa0ba46b4bb","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":10,"box":{"x":183,"y":847,"width":597,"height":12}},{"id":"45d50456-6067-4f04-aacb-e4d432eaafb7","block_type":"box","text":"Franzel Medina","page_number":11,"box":{"x":184,"y":87,"width":120,"height":10}},{"id":"cff30caa-f47f-401c-b67f-92a903fd1519","block_type":"box","text":"(as of March 27, 2026)","page_number":11,"box":{"x":310,"y":87,"width":168,"height":12}},{"id":"db8af056-fab0-4927-bfd2-4a1ebfb4b611","block_type":"box","text":"Number of","page_number":11,"box":{"x":397,"y":117,"width":84,"height":9}},{"id":"6e9cfe93-0a11-4afb-837d-82563bbdf8d2","block_type":"box","text":"Other","page_number":11,"box":{"x":397,"y":132,"width":44,"height":10}},{"id":"2e4b51b7-4127-4d63-9ccf-9239a0c2b8d9","block_type":"box","text":"Accounts","page_number":11,"box":{"x":396,"y":148,"width":76,"height":9}},{"id":"ea82b197-f8f4-488f-9281-4a673d664948","block_type":"box","text":"Total Assets Number of Other","page_number":11,"box":{"x":498,"y":117,"width":293,"height":9}},{"id":"f0744437-c86c-4e73-95e7-2fcdd86a45f2","block_type":"box","text":"Accounts with","page_number":11,"box":{"x":657,"y":132,"width":114,"height":10}},{"id":"74dcfa5d-21ca-4f08-a86f-ae9cf559b309","block_type":"box","text":"Performance Fees","page_number":11,"box":{"x":658,"y":148,"width":144,"height":9}},{"id":"7fcba423-0ea9-4dd2-bd93-711513836780","block_type":"box","text":"Total","page_number":11,"box":{"x":820,"y":117,"width":39,"height":9}},{"id":"789ae968-6ee6-4ca9-84c1-6dd0496e3fc4","block_type":"box","text":"Assets","page_number":11,"box":{"x":820,"y":132,"width":54,"height":10}},{"id":"e0f2dba7-66bb-4829-ab8e-175b9a3befa1","block_type":"box","text":"Registered Investment","page_number":11,"box":{"x":193,"y":179,"width":167,"height":12}},{"id":"0f3f25cc-842e-4731-b175-ce0c85dd6a13","block_type":"box","text":"Companies","page_number":11,"box":{"x":192,"y":194,"width":84,"height":12}},{"id":"b153e34c-7cd5-4249-a6d3-d811678d3b76","block_type":"box","text":"0 N/A 0 N/A","page_number":11,"box":{"x":397,"y":179,"width":451,"height":9}},{"id":"17ef6117-62fc-4925-982b-6c29ed2cbb29","block_type":"box","text":"Other Pooled Investment","page_number":11,"box":{"x":192,"y":225,"width":185,"height":10}},{"id":"eee98e14-ceaa-4123-b885-cae3226b29ab","block_type":"box","text":"Vehicles","page_number":11,"box":{"x":192,"y":241,"width":62,"height":9}},{"id":"e02e0fb8-3bb6-49ab-a64a-e9da5017b50b","block_type":"box","text":"55 $125,128,900,000 0 N/A","page_number":11,"box":{"x":397,"y":224,"width":451,"height":12}},{"id":"ea2949ef-9c5a-4a08-9f47-1cfc72da1297","block_type":"box","text":"Other Accounts 18 $5,264,200,000 0 N/A","page_number":11,"box":{"x":192,"y":271,"width":656,"height":12}},{"id":"1740ead4-fa58-48c0-97bd-d48796ac9328","block_type":"box","text":"As of March 31, 2026, Franzel Medina did not beneficially own shares of the Funds.","page_number":11,"box":{"x":183,"y":301,"width":621,"height":12}},{"id":"6e4670b5-967d-420c-8846-99b24a64a41b","block_type":"box","text":"*******","page_number":11,"box":{"x":463,"y":331,"width":73,"height":4}},{"id":"6a39e947-e590-440f-912a-1e9ec90100ba","block_type":"box","text":"Effective immediately, Kyle Peppo is added as a portfolio manager for each Fund listed in Appendix B,","page_number":11,"box":{"x":117,"y":361,"width":758,"height":12}},{"id":"e2a106d1-5450-4789-bb16-a0c2a403f04f","block_type":"box","text":"and the following changes are made:","page_number":11,"box":{"x":116,"y":376,"width":273,"height":12}},{"id":"43e9306e-a909-4938-b181-ca7aa1996c37","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Bloomberg Roll","page_number":11,"box":{"x":151,"y":406,"width":725,"height":12}},{"id":"9ff587d4-fad7-4120-bdc4-f825e32101b6","block_type":"box","text":"Select Commodity Strategy ETF, the “Portfolio Managers” section is deleted in its entirety and","page_number":11,"box":{"x":184,"y":421,"width":695,"height":12}},{"id":"b5374f26-6f98-4617-8d85-76214569082c","block_type":"box","text":"replaced with the following:","page_number":11,"box":{"x":184,"y":437,"width":200,"height":12}},{"id":"7686275c-896d-465a-ae84-d070f02a1b91","block_type":"box","text":"Portfolio Managers.","page_number":11,"box":{"x":184,"y":466,"width":155,"height":13}},{"id":"cea7b477-5050-4d12-a4a7-8bbccd1739e7","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":11,"box":{"x":346,"y":466,"width":535,"height":13}},{"id":"818b95d0-3dca-4f96-9606-6d346b7849a8","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":11,"box":{"x":184,"y":482,"width":678,"height":12}},{"id":"cba7cb05-6685-44ef-a148-f72d2af45d72","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":11,"box":{"x":184,"y":497,"width":698,"height":13}},{"id":"61159978-168f-4c81-ab4c-807a8c433f4a","block_type":"box","text":"Fund since 2023, 2018, 2025 and 2026, respectively.","page_number":11,"box":{"x":184,"y":513,"width":393,"height":12}},{"id":"855dfab5-77f9-40bd-b017-67a71de61e8e","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares GSCI","page_number":11,"box":{"x":150,"y":543,"width":652,"height":12}},{"id":"9a32e6df-bd26-4005-957b-bebe7ed2f57a","block_type":"box","text":"Commodity Dynamic Roll Strategy ETF, the “Portfolio Managers” section is deleted in its","page_number":11,"box":{"x":184,"y":558,"width":655,"height":12}},{"id":"9574f455-e888-41c9-815f-ccecb26460f0","block_type":"box","text":"entirety and replaced with the following:","page_number":11,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"ec61f389-fc31-4147-a393-701dd797fc21","block_type":"box","text":"Portfolio Managers.","page_number":11,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"d1bdad9e-4294-4d4f-8e15-13c30a9148db","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":11,"box":{"x":346,"y":603,"width":535,"height":12}},{"id":"4a8fe850-5333-4880-a9bb-a46ac4f1532a","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":11,"box":{"x":184,"y":619,"width":678,"height":12}},{"id":"63c8b30e-7c5f-465f-8c73-37c566da886c","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":11,"box":{"x":184,"y":634,"width":698,"height":12}},{"id":"96a86b38-fc47-4c59-8ee5-101743f4009d","block_type":"box","text":"Fund since 2023, 2016, 2025 and 2026, respectively.","page_number":11,"box":{"x":184,"y":650,"width":393,"height":12}},{"id":"b71e2a18-694e-4d26-b834-7a59b364f864","block_type":"box","text":"3. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Transition","page_number":11,"box":{"x":150,"y":679,"width":691,"height":13}},{"id":"599104be-54f5-403a-b1f6-e1aad4ba0763","block_type":"box","text":"Enabling Metals ETF, the “Portfolio Managers” section is deleted in its entirety and replaced","page_number":11,"box":{"x":184,"y":695,"width":680,"height":12}},{"id":"dc9b7526-00fc-43a4-b082-90161cfe9092","block_type":"box","text":"with the following:","page_number":11,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"4bcd4a33-42db-4c3d-ab1e-a0f9f4317be6","block_type":"box","text":"Portfolio Managers.","page_number":11,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"31fdf8d9-5d2f-4fc8-b126-bddc772ed7d2","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":11,"box":{"x":346,"y":740,"width":535,"height":12}},{"id":"c02cd604-2be8-4c52-a349-330177087ff5","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":11,"box":{"x":184,"y":756,"width":678,"height":12}},{"id":"791039ef-28ef-41ca-979e-d920235e6a96","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":11,"box":{"x":184,"y":771,"width":698,"height":12}},{"id":"65b9a327-ab1f-481d-9dff-cc5d14ac4535","block_type":"box","text":"Fund since 2025, 2023, 2025 and 2026, respectively.","page_number":11,"box":{"x":184,"y":787,"width":393,"height":12}},{"id":"c0cfd420-617d-40e0-9dba-845947ac0ac1","block_type":"box","text":"4. In the Prospectus for each Fund listed in Appendix B, the “Management of the Funds –","page_number":11,"box":{"x":150,"y":816,"width":679,"height":12}},{"id":"ee763639-e107-4816-92fd-04ad28a36827","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo, Richard Mejzak, Erin","page_number":11,"box":{"x":184,"y":832,"width":680,"height":12}},{"id":"ff056d3b-4e7b-4ccd-92c3-6ee7a567690c","block_type":"box","text":"Armstrong and Kyle Peppo are primarily responsible for the day-to-day management of the","page_number":11,"box":{"x":183,"y":847,"width":675,"height":12}},{"id":"e9bac8c6-ad96-431a-b982-0db80bffec6d","block_type":"box","text":"Fund. In addition, the following is added to that section:","page_number":11,"box":{"x":184,"y":863,"width":408,"height":12}},{"id":"6262265e-588b-4e19-970f-beed5facbb29","block_type":"box","text":"Kyle Peppo has been employed by BFA or its affiliates as a portfolio manager since 2017. He","page_number":11,"box":{"x":184,"y":892,"width":693,"height":13}},{"id":"a3f943e4-e639-4755-8db0-bb8a9d057f9d","block_type":"box","text":"is a Director of BlackRock, Inc.","page_number":11,"box":{"x":184,"y":908,"width":227,"height":11}},{"id":"dddd99be-a63d-429d-a372-9d2cf432063c","block_type":"box","text":"5. In the SAI for each Fund listed in Appendix B, the following is added to the “Investment","page_number":12,"box":{"x":150,"y":87,"width":678,"height":12}},{"id":"1a607827-7dab-4901-9d21-0afc448f4622","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":12,"box":{"x":183,"y":102,"width":597,"height":13}},{"id":"566a11b4-1115-41cb-b59c-965c006e1725","block_type":"box","text":"Kyle Peppo","page_number":12,"box":{"x":184,"y":134,"width":90,"height":12}},{"id":"41a79213-2184-4048-b22b-fb3a568e272a","block_type":"box","text":"(as of March 27, 2026)","page_number":12,"box":{"x":280,"y":134,"width":168,"height":12}},{"id":"6044401f-ac74-4318-b3f1-9100c515adb3","block_type":"box","text":"Number","page_number":12,"box":{"x":405,"y":165,"width":63,"height":9}},{"id":"26c5f1d6-8b14-4afb-9726-57efc8a1b92f","block_type":"box","text":"of Other","page_number":12,"box":{"x":404,"y":180,"width":65,"height":10}},{"id":"8da0638c-263f-402a-a063-8d7c3b465cc1","block_type":"box","text":"Accounts","page_number":12,"box":{"x":404,"y":196,"width":76,"height":9}},{"id":"45622c2c-01b0-4642-a1a1-1e3fc5d2a11c","block_type":"box","text":"Total Assets Number of Other","page_number":12,"box":{"x":498,"y":165,"width":293,"height":9}},{"id":"01b85424-1857-44d9-8a8a-b271100e9e43","block_type":"box","text":"Accounts with","page_number":12,"box":{"x":657,"y":180,"width":114,"height":10}},{"id":"11af09bc-4fb0-44ab-b3c7-a0733e3d5bb0","block_type":"box","text":"Performance Fees","page_number":12,"box":{"x":658,"y":196,"width":144,"height":9}},{"id":"22456a5f-f368-4556-9a2a-36487509b46e","block_type":"box","text":"Total","page_number":12,"box":{"x":820,"y":165,"width":39,"height":9}},{"id":"4af0ee31-69e1-49a6-bcda-9663f864c428","block_type":"box","text":"Assets","page_number":12,"box":{"x":820,"y":180,"width":54,"height":10}},{"id":"6d279dcc-4cc6-4244-ae56-ad635458d770","block_type":"box","text":"Registered Investment","page_number":12,"box":{"x":193,"y":227,"width":167,"height":12}},{"id":"be259f3e-2b68-4348-9a9a-330d7047a1c8","block_type":"box","text":"Companies","page_number":12,"box":{"x":192,"y":242,"width":84,"height":12}},{"id":"ababce40-835a-430a-b684-69dd86c435a5","block_type":"box","text":"2 $1,675,800,000 0 N/A","page_number":12,"box":{"x":404,"y":226,"width":444,"height":12}},{"id":"a9987eb2-0994-4a24-96d9-17f06a5f38a8","block_type":"box","text":"Other Pooled Investment","page_number":12,"box":{"x":192,"y":273,"width":185,"height":10}},{"id":"93895499-ff35-4dd0-bedf-61e313367baf","block_type":"box","text":"Vehicles","page_number":12,"box":{"x":192,"y":289,"width":62,"height":9}},{"id":"07f7217a-e87c-4599-ab70-e5f992a01a40","block_type":"box","text":"32 $74,769,600,000 0 N/A","page_number":12,"box":{"x":404,"y":272,"width":444,"height":12}},{"id":"edf18b3c-129b-437e-aa32-1bd03a46eb29","block_type":"box","text":"Other Accounts 8 $6,681,500,000 0 N/A","page_number":12,"box":{"x":192,"y":319,"width":656,"height":12}},{"id":"830f9caa-7c90-425d-ab75-9353d9c00b39","block_type":"box","text":"As of March 31, 2026, Kyle Peppo did not beneficially own shares of the Funds.","page_number":12,"box":{"x":183,"y":351,"width":591,"height":12}},{"id":"408c83c8-3d91-4e88-88ff-b816e9774df1","block_type":"box","text":"Appendix A","page_number":12,"box":{"x":453,"y":393,"width":93,"height":12}},{"id":"5615e442-ed03-457d-9960-51e8524e2521","block_type":"box","text":"Fund Name Market Ticker","page_number":12,"box":{"x":298,"y":419,"width":493,"height":10}},{"id":"dbfe29c4-be01-437d-9f71-f5c5be29a31d","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF HAWX","page_number":12,"box":{"x":125,"y":440,"width":637,"height":12}},{"id":"cf6706a0-ee63-4441-955d-ee84a6197a9d","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF HEFA","page_number":12,"box":{"x":125,"y":459,"width":634,"height":12}},{"id":"bd86d345-4c87-4ab2-999f-92383718dd65","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF HSCZ","page_number":12,"box":{"x":125,"y":478,"width":634,"height":13}},{"id":"942d8d98-c7e0-4c59-aa71-6b3e012bb1d7","block_type":"box","text":"iShares Currency Hedged MSCI Emerging Markets ETF 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The Trust was organized as a Delaware statutory trust on","page_number":18,"box":{"x":59,"y":108,"width":858,"height":13}},{"id":"fde21f16-3a69-477d-b1c0-8096bc723f5a","block_type":"box","text":"June 21, 2011 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment","page_number":18,"box":{"x":58,"y":123,"width":834,"height":13}},{"id":"d979ad74-c7cd-4172-946a-01e12519d979","block_type":"box","text":"company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is registered under the Securities Act","page_number":18,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"803c9d72-28ed-4f83-92ce-0eb6f86f4878","block_type":"box","text":"of 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.","page_number":18,"box":{"x":59,"y":154,"width":514,"height":12}},{"id":"2b3f3998-4ef6-4fe2-9943-367806c79fc2","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock International Limited (“BIL”), each","page_number":18,"box":{"x":59,"y":180,"width":866,"height":12}},{"id":"a7ad1122-e1e9-4712-ba4f-c27c3bb0e4fd","block_type":"box","text":"of which is a consolidated subsidiary of BlackRock, Inc, and generally seeks to track the investment results of the specific","page_number":18,"box":{"x":59,"y":195,"width":845,"height":12}},{"id":"a2310d06-90b6-46a7-b353-f6dede7d748a","block_type":"box","text":"benchmark index identified in the Fund’s Prospectus (the “Underlying Index”).","page_number":18,"box":{"x":60,"y":210,"width":547,"height":13}},{"id":"e21627f1-ecab-4e25-8dd5-d0cbaf86ecfc","block_type":"box","text":"The Fund offers and issues shares at their net asset value per share (“NAV”) only in aggregations of a specified number of","page_number":18,"box":{"x":59,"y":237,"width":853,"height":12}},{"id":"beeadbbe-a69f-470c-a464-b654ddb60a81","block_type":"box","text":"shares (each, a “Creation Unit”), generally in exchange for a specified amount of cash. 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In all cases, conditions with respect to creations and redemptions of shares and fees will be","page_number":18,"box":{"x":60,"y":399,"width":876,"height":13}},{"id":"05de3c98-04ec-404d-b235-f7f5d3722cd9","block_type":"box","text":"limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies","page_number":18,"box":{"x":60,"y":414,"width":864,"height":13}},{"id":"6dc5849e-f087-4672-8a00-a141e5430689","block_type":"box","text":"offering redeemable securities.","page_number":18,"box":{"x":59,"y":429,"width":214,"height":13}},{"id":"6aaa0d23-0839-4305-b066-f347e7105b1a","block_type":"box","text":"Exchange Listing and Trading","page_number":18,"box":{"x":62,"y":460,"width":491,"height":30}},{"id":"fc167ce9-e21f-4ef4-8653-f489e6581c49","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in the Fund is contained in the","page_number":18,"box":{"x":59,"y":501,"width":802,"height":13}},{"id":"c1efbe36-8b7c-4fe3-ae0e-cd8dc5618ded","block_type":"box","text":"Shareholder Information","page_number":18,"box":{"x":58,"y":516,"width":171,"height":12}},{"id":"0cf9726e-3dfd-4607-975a-9a9db82660d5","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":18,"box":{"x":234,"y":516,"width":641,"height":13}},{"id":"b46c4454-da96-4024-9af8-c20fc8c2ee04","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":18,"box":{"x":59,"y":531,"width":340,"height":13}},{"id":"f03ee0fd-3dd3-4611-8ab4-feb7ad94dd63","block_type":"box","text":"Shares of the Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":18,"box":{"x":59,"y":558,"width":833,"height":12}},{"id":"d2ad884e-6ab5-4978-961b-f4e53b8c846a","block_type":"box","text":"markets. Shares of the Fund may also be listed on certain non-U.S. exchanges. 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The Listing Exchange will also remove shares of the Fund from listing and trading upon termination of","page_number":18,"box":{"x":60,"y":679,"width":874,"height":12}},{"id":"349e2301-8466-480d-b570-25a2053a5147","block_type":"box","text":"the Fund.","page_number":18,"box":{"x":59,"y":694,"width":65,"height":10}},{"id":"48d746c7-7c16-4191-a38b-ae8e3c533532","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a","page_number":18,"box":{"x":59,"y":720,"width":852,"height":13}},{"id":"f83feb91-fd02-4e52-a08d-4b6fa4163a75","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":18,"box":{"x":60,"y":736,"width":524,"height":12}},{"id":"4ba38e2b-6033-4c66-8de3-fea7302fd1a3","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":18,"box":{"x":59,"y":762,"width":823,"height":12}},{"id":"b1c082a8-66d2-45dd-961e-0052ae8bf5bf","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":18,"box":{"x":60,"y":777,"width":859,"height":13}},{"id":"58398f12-ac1d-458a-aa9c-0139fcb103dc","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":18,"box":{"x":59,"y":792,"width":477,"height":13}},{"id":"3a346a95-e5a2-414a-8620-cb155026d29f","block_type":"box","text":"1","page_number":18,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"97b30fb9-a9b2-4740-a8cd-85a091696c41","block_type":"box","text":"Investment Strategies and Risks","page_number":19,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"4ca675ce-6a74-4feb-866e-238071b5275e","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index, which measures the performance of a basket of","page_number":19,"box":{"x":59,"y":108,"width":839,"height":13}},{"id":"e8752493-7b87-405c-b193-6f2c422c5f98","block_type":"box","text":"exchange-traded metals futures contracts such as copper, aluminum, silver, nickel, zinc, platinum, and cobalt. The Fund","page_number":19,"box":{"x":59,"y":123,"width":837,"height":13}},{"id":"f6067b18-1b75-4f84-acf8-244632db35aa","block_type":"box","text":"operates as an index fund and is not actively managed. Adverse performance of an instrument in the Fund’s portfolio will","page_number":19,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"0d30d741-0e83-4b6e-b17e-4a14052ae9c4","block_type":"box","text":"ordinarily not result in the elimination of the instrument from the Fund’s portfolio.","page_number":19,"box":{"x":59,"y":154,"width":573,"height":12}},{"id":"a7a27191-1705-4419-b0a0-af8c043feb01","block_type":"box","text":"In seeking to achieve its investment objective, the Fund through its Subsidiary (as defined below) will invest in financial","page_number":19,"box":{"x":60,"y":180,"width":831,"height":12}},{"id":"423a8d30-dcc0-4363-ad29-257e17a11a26","block_type":"box","text":"instruments that provide the same or similar exposure to commodities, and not in the physical commodities themselves. For","page_number":19,"box":{"x":60,"y":195,"width":870,"height":12}},{"id":"5c4f8ada-6856-4ddb-8258-75608d6e369f","block_type":"box","text":"example, the Fund may invest in “similar” metals futures contracts to those in the Underlying Index where exposure to the","page_number":19,"box":{"x":59,"y":210,"width":856,"height":13}},{"id":"4f200e8e-4ce2-49cc-82eb-577def21318b","block_type":"box","text":"same underlying metal is available on a similar contract trading on a different exchange. To obtain its exposure to the","page_number":19,"box":{"x":59,"y":225,"width":820,"height":13}},{"id":"0529246c-2671-4291-8683-301e1f1960d1","block_type":"box","text":"commodities markets the Fund may invest in a combination of exchange-traded commodity futures contracts and","page_number":19,"box":{"x":59,"y":240,"width":802,"height":13}},{"id":"76f49c35-2642-42f6-9cc9-047805f078d8","block_type":"box","text":"exchange-traded options on commodity-related futures contracts (together, “Commodity Linked Investments”). INVESTING","page_number":19,"box":{"x":59,"y":256,"width":868,"height":12}},{"id":"592b670c-d829-42d3-80da-f6e38aa46e51","block_type":"box","text":"IN DERIVATIVE CONTRACTS MAY HAVE A LEVERAGING EFFECT ON THE FUND BECAUSE OF THE LEVERAGE INHERENT IN","page_number":19,"box":{"x":60,"y":271,"width":855,"height":9}},{"id":"051fb980-1c3c-4005-994e-c16b841299d8","block_type":"box","text":"THE USE OF DERIVATIVES.","page_number":19,"box":{"x":59,"y":286,"width":185,"height":10}},{"id":"1aa70d09-c113-46c0-babb-3b8677ed5765","block_type":"box","text":"The Fund also seeks to generate interest income and capital appreciation on the cash balances arising from its investment in","page_number":19,"box":{"x":59,"y":312,"width":872,"height":13}},{"id":"56b2286b-6ece-4cde-91e5-00411ed93a9f","block_type":"box","text":"Commodity-Linked Investments through a cash management strategy consisting primarily of investments in cash and cash","page_number":19,"box":{"x":59,"y":327,"width":865,"height":13}},{"id":"bac8cfb9-fed5-47c2-acdd-b2df90bf5bce","block_type":"box","text":"equivalents, short-term, investment-grade fixed-income securities that include U.S. government and agency securities,","page_number":19,"box":{"x":59,"y":343,"width":831,"height":12}},{"id":"eb4394e1-16e2-46a1-b766-22117e8074b0","block_type":"box","text":"treasury inflation-protected securities, sovereign debt obligations of non-U.S. countries, repurchase agreements and money","page_number":19,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"dfd53efd-458d-447b-a601-8475b934684a","block_type":"box","text":"market instruments (collectively, “Fixed-Income Investments”). The Fund uses Fixed-Income Investments as investments and","page_number":19,"box":{"x":60,"y":373,"width":877,"height":12}},{"id":"d44e0016-fdc8-4219-a12a-a06b2b5ce858","block_type":"box","text":"to provide liquidity, serve as margin or collateralize the Subsidiary’s Commodity-Linked Investments exposure on a day-to","page_number":19,"box":{"x":59,"y":388,"width":855,"height":12}},{"id":"6d584089-754b-40c5-90e4-a45d5f4bbc50","block_type":"box","text":"day basis.","page_number":19,"box":{"x":59,"y":403,"width":67,"height":12}},{"id":"36f441a5-f757-4752-bd89-7391f85c24b9","block_type":"box","text":"The Fund’s selected investments, consisting of securities and/or other instruments, are expected to have, in the aggregate,","page_number":19,"box":{"x":59,"y":429,"width":861,"height":13}},{"id":"822d71f8-cf04-463d-9475-b91e44b2caeb","block_type":"box","text":"investment characteristics (based on market capitalization value and industry weightings), fundamental characteristics (such","page_number":19,"box":{"x":60,"y":445,"width":875,"height":12}},{"id":"6452108f-3991-4027-a69d-c9b69f950e86","block_type":"box","text":"as return variability, yield, credit rating, maturity and duration) and liquidity measures similar to those of the Fund’s","page_number":19,"box":{"x":59,"y":460,"width":805,"height":12}},{"id":"3ce44b11-918e-43e7-a798-645c05bd2c10","block_type":"box","text":"Underlying Index.","page_number":19,"box":{"x":60,"y":475,"width":121,"height":12}},{"id":"ebead4d6-a55e-4623-8aaa-983c859ea28a","block_type":"box","text":"The Fund will invest at least 80% of its assets, plus the amounts of any borrowings for investment purposes, in the same or","page_number":19,"box":{"x":59,"y":501,"width":862,"height":13}},{"id":"100d957b-f63c-4ef1-a4dd-a38d6f50647d","block_type":"box","text":"similar metals futures contracts as the Underlying Index. Cash and cash equivalent investments associated with a futures","page_number":19,"box":{"x":59,"y":516,"width":847,"height":13}},{"id":"4a1173ba-e776-4b58-ab37-a3f8362f6231","block_type":"box","text":"contract will be treated as part of that position for purposes of calculating the percentage of investments not included in the","page_number":19,"box":{"x":59,"y":531,"width":870,"height":13}},{"id":"3a95ddaf-0163-4afc-b07c-a7b1fc5d3686","block_type":"box","text":"same or similar metals futures contracts as the Underlying Index.","page_number":19,"box":{"x":59,"y":547,"width":455,"height":12}},{"id":"61d16c53-eec4-4935-a762-88c613ce291f","block_type":"box","text":"The Fund will seek to gain exposure to Commodity-Linked Investments by investing in a wholly-owned subsidiary organized","page_number":19,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"8b5519f4-5cbd-40d4-8242-314f0b363273","block_type":"box","text":"in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and has the same investment objective as the","page_number":19,"box":{"x":60,"y":588,"width":842,"height":13}},{"id":"f40a6715-441d-4205-9535-41db3077e7a2","block_type":"box","text":"Fund. The Subsidiary will invest solely in Commodity-Linked Investments and cash.","page_number":19,"box":{"x":60,"y":603,"width":580,"height":13}},{"id":"d479a289-8d68-46a9-8813-353d562456b6","block_type":"box","text":"In compliance with Sub-Chapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the","page_number":19,"box":{"x":60,"y":630,"width":849,"height":12}},{"id":"a674cd0d-d53b-4267-b774-993c0a209b02","block_type":"box","text":"Fund may invest up to 25% of its total assets in the Subsidiary. The Fund’s Commodity-Linked Investments in the Subsidiary","page_number":19,"box":{"x":60,"y":645,"width":869,"height":12}},{"id":"0a1bc6af-ba4c-41ce-9c89-d8fb2a2e11b8","block_type":"box","text":"are intended to provide the Fund with exposure to commodity markets within the limits of current U.S. federal income tax","page_number":19,"box":{"x":59,"y":660,"width":853,"height":12}},{"id":"bf531e82-1535-452a-9226-6657fd16aa81","block_type":"box","text":"laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly","page_number":19,"box":{"x":60,"y":675,"width":870,"height":12}},{"id":"ae6dfd6e-7639-46a3-9d17-4e60ff488292","block_type":"box","text":"in Commodity-Linked Investments.","page_number":19,"box":{"x":60,"y":690,"width":244,"height":13}},{"id":"83e7c696-f54b-42f1-9695-aa669489ff82","block_type":"box","text":"The remainder of the Fund’s assets will be invested directly by the Fund, primarily in Fixed-Income Investments.","page_number":19,"box":{"x":59,"y":717,"width":781,"height":12}},{"id":"1c576f2e-fcc8-4e45-8395-39b9a652f1a7","block_type":"box","text":"The Fund or the Subsidiary may from time to time invest in other exchange-traded funds (“ETFs”), exchange-traded notes,","page_number":19,"box":{"x":59,"y":743,"width":859,"height":12}},{"id":"d99b1c9f-569b-4edc-a49d-de4f8dab0e3b","block_type":"box","text":"swaps or commodity-linked notes.","page_number":19,"box":{"x":59,"y":758,"width":242,"height":13}},{"id":"362c32c8-f6f5-4894-9137-4b47bb4cc99e","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that subject registered investment","page_number":19,"box":{"x":59,"y":785,"width":874,"height":12}},{"id":"ab33612e-c38c-4095-b785-20a36d1ecb40","block_type":"box","text":"companies and their advisers to regulation by the CFTC if a registered investment company invests more than a prescribed","page_number":19,"box":{"x":59,"y":800,"width":857,"height":12}},{"id":"70875163-3181-4003-9651-0ee91a64f097","block_type":"box","text":"level of its net asset value in CFTC-regulated futures, options and swaps, or if a registered investment company markets itself","page_number":19,"box":{"x":60,"y":815,"width":875,"height":12}},{"id":"d43f7bd2-ad05-4c54-95e1-056902235427","block_type":"box","text":"as providing investment exposure to such instruments. Due to the Fund’s potential use of CFTC-regulated futures, options","page_number":19,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"52248eb0-fcb0-488d-bb2c-cd90374ad085","block_type":"box","text":"and swaps above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange Act (“CEA”).","page_number":19,"box":{"x":59,"y":845,"width":846,"height":13}},{"id":"0e71ebc4-3820-4b0d-94ac-01a42cd14c61","block_type":"box","text":"Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect as","page_number":19,"box":{"x":59,"y":872,"width":852,"height":12}},{"id":"b3f73217-f957-4c5c-8537-f67a000dc606","block_type":"box","text":"described below.","page_number":19,"box":{"x":59,"y":887,"width":116,"height":9}},{"id":"1ac27cda-62e3-48d5-8a64-071afc3272a6","block_type":"box","text":"2","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"5d4c35e2-675e-4586-aac5-ada68b845f9c","block_type":"box","text":"Investments in the Subsidiary are expected to provide the Fund with exposure to investment returns of commodities within","page_number":20,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"436a1e43-495a-41e7-91c7-07cd0248a9e9","block_type":"box","text":"the limitations of Subchapter M of the Internal Revenue Code and recent U.S. Internal Revenue Service (the “IRS”) letter","page_number":20,"box":{"x":59,"y":82,"width":836,"height":12}},{"id":"299f7651-ee28-48de-ab58-74e93c73364e","block_type":"box","text":"rulings, as discussed below. The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered","page_number":20,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"ed0576e2-4432-43b3-a53d-16ecf579761d","block_type":"box","text":"office is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104,","page_number":20,"box":{"x":59,"y":112,"width":851,"height":12}},{"id":"0de162da-31a0-4211-9d78-069a66cabaf8","block_type":"box","text":"Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors, which is composed of Trent Walker, Treasurer","page_number":20,"box":{"x":59,"y":127,"width":862,"height":12}},{"id":"b8b1ff8e-94f5-499e-83c8-5cb07f412d70","block_type":"box","text":"and Chief Financial Officer of the Trust, and Shannon Ghia, Assistant Secretary of the Trust. The Fund is the sole shareholder","page_number":20,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"1ab8a104-9553-4f6b-a84e-0990c97e8483","block_type":"box","text":"of the Subsidiary, and shares of the Subsidiary will not be sold or offered to other investors.","page_number":20,"box":{"x":59,"y":157,"width":635,"height":13}},{"id":"61edb11e-6c40-4ebf-9132-4bb22f5b66a1","block_type":"box","text":"The Fund will gain exposure to the investment returns of commodities indirectly by investing in the Subsidiary. To the extent","page_number":20,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"89a1ca80-7398-4755-b39d-b302061894ff","block_type":"box","text":"that BlackRock believes that such instruments provide suitable exposure to commodities, the Fund’s investment in the","page_number":20,"box":{"x":59,"y":199,"width":828,"height":12}},{"id":"988454ef-4a7f-49ee-a904-3e241dd6a4e5","block_type":"box","text":"Subsidiary will likely increase. BlackRock manages the assets of the Subsidiary, but receives no additional compensation for","page_number":20,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"6beb9921-4992-439c-a1e9-df61ad694617","block_type":"box","text":"doing so. The Fund does not or does not currently intend to create or acquire primary control of any entity which primarily","page_number":20,"box":{"x":59,"y":229,"width":858,"height":12}},{"id":"cd184bb7-5496-4931-ac36-546d6bac7801","block_type":"box","text":"engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.","page_number":20,"box":{"x":59,"y":244,"width":751,"height":13}},{"id":"bd3c2b0b-ae28-4b69-97f4-641665dbca13","block_type":"box","text":"BlackRock also provides certain administrative services for the Subsidiary, but receives no additional compensation for doing","page_number":20,"box":{"x":60,"y":271,"width":869,"height":12}},{"id":"9da95675-642e-4d8b-ad70-4b3ad54b7e8b","block_type":"box","text":"so. The Subsidiary has entered into a contract for the provision of custody, transfer agency, and accounting agent services","page_number":20,"box":{"x":59,"y":286,"width":853,"height":12}},{"id":"fec91ce3-7d1c-49be-aab8-60863fea1c78","block_type":"box","text":"with the same or with affiliates of the same service providers that provide those services to the Fund.","page_number":20,"box":{"x":59,"y":301,"width":705,"height":12}},{"id":"0374ccb1-6b3c-4153-a437-46ba81274b57","block_type":"box","text":"Generally, the Fund and the Subsidiary test for compliance with investment policies and restrictions, including asset","page_number":20,"box":{"x":59,"y":327,"width":809,"height":13}},{"id":"f2a1f93d-002e-492a-82e4-bada4eb71a8b","block_type":"box","text":"segregation requirements, on a consolidated basis for 1940 Act purposes, calculated in accordance with SEC staff guidance,","page_number":20,"box":{"x":59,"y":343,"width":868,"height":12}},{"id":"e4ef5607-e4db-4329-9a4b-495da1d31150","block_type":"box","text":"where applicable. For compliance with federal income tax requirements, the Fund and the Subsidiary expect to comply with","page_number":20,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"ddb267c7-0647-4556-8f5e-8c2e635e5b09","block_type":"box","text":"the asset segregation requirements on a stand-alone basis, with instruments requiring physical settlement being classified on","page_number":20,"box":{"x":59,"y":373,"width":878,"height":12}},{"id":"bf2b87b8-480a-4e5e-adfc-5fee77ea4e0a","block_type":"box","text":"a market value rather than on a notional basis. The Subsidiary is also expected to comply with the other applicable 1940 Act","page_number":20,"box":{"x":59,"y":388,"width":870,"height":12}},{"id":"c21ff649-bfd0-4128-a205-b003173b1390","block_type":"box","text":"requirements, including those related to custody and affiliated transactions.","page_number":20,"box":{"x":60,"y":403,"width":528,"height":12}},{"id":"35461f4b-c472-4651-9e9e-9cf9a87cc186","block_type":"box","text":"The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in the Fund’s Prospectus or this SAI, is not","page_number":20,"box":{"x":59,"y":429,"width":866,"height":13}},{"id":"16b97f48-9095-4db7-96c2-9ed42db6180d","block_type":"box","text":"subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund","page_number":20,"box":{"x":59,"y":445,"width":879,"height":12}},{"id":"f3f7faee-8278-4d45-b8a4-036972f337aa","block_type":"box","text":"and the Subsidiary are managed by BFA. The Trust’s Board of Trustees has oversight responsibility for the investment","page_number":20,"box":{"x":59,"y":460,"width":818,"height":12}},{"id":"ecb68604-374a-4fff-bee9-ca837afd9163","block_type":"box","text":"activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. As","page_number":20,"box":{"x":59,"y":475,"width":869,"height":12}},{"id":"41915a65-3d90-40b5-b57f-78eb594cf030","block_type":"box","text":"noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same","page_number":20,"box":{"x":60,"y":490,"width":807,"height":12}},{"id":"902da4aa-c439-47f5-b7b6-144afda18107","block_type":"box","text":"compliance policies and procedures, as the Fund. Changes in the laws of the U.S. and/or the Cayman Islands could result in","page_number":20,"box":{"x":59,"y":505,"width":864,"height":12}},{"id":"d57ea01e-31a6-45e3-a553-017a990b1160","block_type":"box","text":"the inability of the Fund and/or the Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could","page_number":20,"box":{"x":59,"y":520,"width":830,"height":12}},{"id":"9d4c2282-38e4-42f5-b687-cc3b5f1bb3a6","block_type":"box","text":"adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains","page_number":20,"box":{"x":59,"y":535,"width":875,"height":13}},{"id":"ded9a0a7-15e6-41ae-8ce7-1da8971b40ce","block_type":"box","text":"taxes, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the","page_number":20,"box":{"x":59,"y":550,"width":869,"height":13}},{"id":"dd184c74-5547-494d-aeb6-5770166cef9f","block_type":"box","text":"Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.","page_number":20,"box":{"x":59,"y":566,"width":781,"height":12}},{"id":"57c930c7-884c-4b54-8618-6ae19a45923e","block_type":"box","text":"The Fund invests in commodity-linked derivatives indirectly through the Subsidiary because income from these investments,","page_number":20,"box":{"x":59,"y":592,"width":872,"height":12}},{"id":"970479f2-8d65-4aa8-aeea-d968c6e138e3","block_type":"box","text":"if made directly, might not be treated as “qualifying income” for purposes of the Fund qualifying as a regulated investment","page_number":20,"box":{"x":60,"y":607,"width":856,"height":12}},{"id":"cb2930b2-15dc-4412-a573-1b21a0b5ef9c","block_type":"box","text":"company (“RIC”) for U.S. federal income tax purposes. Based on final regulations issued by the U.S. Internal Revenue Service","page_number":20,"box":{"x":59,"y":622,"width":869,"height":13}},{"id":"35a86180-b371-4bf4-8f96-4cac71982333","block_type":"box","text":"(“IRS”) on which taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with","page_number":20,"box":{"x":60,"y":637,"width":867,"height":13}},{"id":"6fd2e5f5-914d-432e-9ea2-5605bb4f194c","block_type":"box","text":"respect to the Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress","page_number":20,"box":{"x":60,"y":652,"width":857,"height":13}},{"id":"3b52c6ae-926f-4b67-8e38-eddfa1a2b804","block_type":"box","text":"enacts legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":20,"box":{"x":59,"y":668,"width":856,"height":12}},{"id":"9eb62a12-9cb5-4458-9ce8-487273efb1af","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":20,"box":{"x":59,"y":683,"width":868,"height":12}},{"id":"312d5ea1-6a6a-481f-a6a8-92d91498bda1","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":20,"box":{"x":59,"y":698,"width":832,"height":12}},{"id":"fbc96c3a-e794-4eaa-8661-048989121c06","block_type":"box","text":"circumstances.","page_number":20,"box":{"x":59,"y":714,"width":105,"height":9}},{"id":"bf3fcae9-9f52-49bf-9c1b-8532bdf9a3ee","block_type":"box","text":"Moreover, changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Fund and/or","page_number":20,"box":{"x":59,"y":739,"width":811,"height":13}},{"id":"708073ce-68e7-466e-9e4c-8b41cb4642c2","block_type":"box","text":"Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could adversely affect the Fund. For example,","page_number":20,"box":{"x":59,"y":754,"width":856,"height":13}},{"id":"d873fc39-202d-499b-af07-8898ed6f21b5","block_type":"box","text":"the Cayman Islands does not currently impose any income, corporate or capital gains taxes, estate duty, inheritance tax, gift","page_number":20,"box":{"x":59,"y":770,"width":867,"height":12}},{"id":"530f0309-e2e5-467b-bbf8-771f615101f0","block_type":"box","text":"tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands","page_number":20,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"cc03d312-7727-4b1b-9c72-efd5ad17ed2d","block_type":"box","text":"taxes, Fund shareholders would likely experience decreased investment returns.","page_number":20,"box":{"x":59,"y":800,"width":557,"height":12}},{"id":"fbff880c-267e-4b2a-97aa-cd3487fe6768","block_type":"box","text":"Borrowing.","page_number":20,"box":{"x":60,"y":827,"width":78,"height":12}},{"id":"94d84fc9-45a9-40f8-8075-d812faec5e28","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":20,"box":{"x":147,"y":826,"width":776,"height":13}},{"id":"f14e3a81-fe5c-44f5-9567-3b57f7ae5763","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":20,"box":{"x":59,"y":841,"width":446,"height":10}},{"id":"7165c9e4-16b7-48b8-af58-7da66c08a5b7","block_type":"box","text":"The purchase of securities or other assets while borrowings are outstanding may have the effect of leveraging a Fund. The","page_number":20,"box":{"x":59,"y":868,"width":855,"height":12}},{"id":"11d2180b-e22b-408a-882f-49efc6fd8b15","block_type":"box","text":"incurrence of leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce","page_number":20,"box":{"x":60,"y":883,"width":862,"height":12}},{"id":"282bab09-6f0c-42ef-89d1-3eeddc520bc3","block_type":"box","text":"3","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"1f1ff8d4-4a66-440d-b9ba-b0676a891f50","block_type":"box","text":"net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater","page_number":21,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"c14002b0-5cde-4a4e-bba5-a30a6a5e1a52","block_type":"box","text":"volatility in the NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings","page_number":21,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"6f25a2ee-7987-4e98-96bb-a575ee22c02e","block_type":"box","text":"may exceed the income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to","page_number":21,"box":{"x":60,"y":97,"width":826,"height":12}},{"id":"0ba5f170-556c-4701-a28b-72b2ce6698d4","block_type":"box","text":"shareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the","page_number":21,"box":{"x":59,"y":112,"width":844,"height":12}},{"id":"842008ac-b12b-4df0-83b6-6d9898f1af4a","block_type":"box","text":"benefits to a Fund’s shareholders will outweigh the current reduced return.","page_number":21,"box":{"x":60,"y":127,"width":523,"height":12}},{"id":"0cd52c59-3810-4d92-9572-2709fbeb3cba","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":21,"box":{"x":59,"y":154,"width":850,"height":12}},{"id":"7415da18-1878-4f19-9457-0ee41ab1e898","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":21,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"8b2e4032-c6bb-439f-9881-62f4d818cba1","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with the Fund’s","page_number":21,"box":{"x":59,"y":184,"width":815,"height":12}},{"id":"240ca362-fa64-47aa-85d6-c29a27d4de30","block_type":"box","text":"investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may","page_number":21,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"b61b8322-5dc5-42cf-8e86-d8868e45369e","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":21,"box":{"x":60,"y":214,"width":856,"height":12}},{"id":"f1d9e8a4-4fa8-46d0-bc1c-b877512d9c2c","block_type":"box","text":"may be disadvantageous to do so.","page_number":21,"box":{"x":60,"y":229,"width":237,"height":12}},{"id":"7ee61973-6758-4cf3-b5a4-a65886d2d265","block_type":"box","text":"Derivatives.","page_number":21,"box":{"x":60,"y":256,"width":81,"height":9}},{"id":"b2ae8719-8835-4258-a969-fac3dd1f96df","block_type":"box","text":"The Fund may use instruments referred to as derivatives. Derivatives are financial instruments the value of","page_number":21,"box":{"x":150,"y":256,"width":745,"height":12}},{"id":"a47ebe32-3501-46d5-968d-9352e8f4083b","block_type":"box","text":"which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or","page_number":21,"box":{"x":59,"y":271,"width":839,"height":12}},{"id":"6742daf4-b6e7-43ca-bd65-a378eda17323","block_type":"box","text":"rates, such as the S&P 500 Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of","page_number":21,"box":{"x":60,"y":286,"width":852,"height":12}},{"id":"0225286f-af5a-4190-9835-5669664133cc","block_type":"box","text":"risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may","page_number":21,"box":{"x":60,"y":301,"width":875,"height":12}},{"id":"00a0ca3c-5493-4b1b-b34c-2cbadb5eef24","block_type":"box","text":"use derivatives for hedging purposes. The Fund may also use derivatives for speculative purposes to seek to enhance returns","page_number":21,"box":{"x":60,"y":316,"width":871,"height":12}},{"id":"d1d3f6a7-fb0e-4e39-a743-c2e75e650be5","block_type":"box","text":"or as a vehicle to obtain investment exposure to a security, commodity, currency, or index. The use of a derivative is","page_number":21,"box":{"x":59,"y":331,"width":806,"height":13}},{"id":"4f9ab188-004a-4b77-9202-3708bef91b11","block_type":"box","text":"speculative if the Fund is primarily seeking to achieve gains, rather than to offset the risk of other positions. When the Fund","page_number":21,"box":{"x":59,"y":346,"width":862,"height":13}},{"id":"380b9b3c-3e4b-4ff3-813b-c5965d315f7d","block_type":"box","text":"invests in a derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may","page_number":21,"box":{"x":60,"y":361,"width":878,"height":13}},{"id":"8f966d8c-a45a-46fb-9ccc-cb8293de1a7b","block_type":"box","text":"sometimes be greater than the derivative’s cost. Unless otherwise permitted, the Fund may not use any derivatives to gain","page_number":21,"box":{"x":59,"y":377,"width":853,"height":12}},{"id":"03178111-9398-45fc-b6bc-5f23078cd4b1","block_type":"box","text":"exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.","page_number":21,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"f933a102-443f-4436-91e3-5af57c77c2ae","block_type":"box","text":"Diversification Status.","page_number":21,"box":{"x":60,"y":418,"width":155,"height":10}},{"id":"d4a543aa-d75e-4400-8d8c-b166732dc9e5","block_type":"box","text":"The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the","page_number":21,"box":{"x":224,"y":418,"width":696,"height":12}},{"id":"8a3f34a7-c496-45be-b73f-85d4463b3bac","block_type":"box","text":"1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of","page_number":21,"box":{"x":61,"y":433,"width":870,"height":13}},{"id":"acf5b73f-9a56-41d7-968e-860c91a149f0","block_type":"box","text":"a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of the underlying","page_number":21,"box":{"x":59,"y":448,"width":862,"height":13}},{"id":"56d7f0a9-3b02-407e-b873-7b069cc5a269","block_type":"box","text":"index of such a fund and, consequently, the fund’s investment portfolio. This may adversely affect the fund’s performance or","page_number":21,"box":{"x":60,"y":463,"width":871,"height":13}},{"id":"cb52b071-0027-491a-bbae-4a0beefb988b","block_type":"box","text":"subject the fund’s shares to greater price volatility than that experienced by more diversified investment companies.","page_number":21,"box":{"x":59,"y":479,"width":810,"height":12}},{"id":"e0e07ae0-965d-45df-811f-0cd9b90fe320","block_type":"box","text":"The Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":21,"box":{"x":59,"y":505,"width":859,"height":12}},{"id":"c8195ddb-3d36-427f-8555-599e8ff6192f","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":21,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"60f58003-6ed0-425a-a1b6-93dc4a434fb2","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":21,"box":{"x":60,"y":535,"width":807,"height":13}},{"id":"b5c4dcb9-cd52-4e2c-8e5b-8dcb6978523c","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":21,"box":{"x":59,"y":550,"width":831,"height":13}},{"id":"ab2b86dc-892d-4a25-9ef5-c98fed9b88d1","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Fund and may make it","page_number":21,"box":{"x":59,"y":566,"width":853,"height":12}},{"id":"48649601-9626-472e-9c86-98b65c92b7f9","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":21,"box":{"x":60,"y":581,"width":404,"height":12}},{"id":"090b22e2-07a5-4c9c-8aee-ade1bc46250e","block_type":"box","text":"Futures and Options.","page_number":21,"box":{"x":60,"y":607,"width":149,"height":12}},{"id":"e2d99155-085d-4031-9937-0de8be56f04f","block_type":"box","text":"The Fund may invest in options and futures. The Fund may also purchase call options or write put","page_number":21,"box":{"x":218,"y":607,"width":686,"height":12}},{"id":"ef7308d9-404c-41c6-83dd-6e7166b8dd96","block_type":"box","text":"options. A call option gives a holder the right to purchase a specific security or asset at a specified price (“exercise price”)","page_number":21,"box":{"x":59,"y":622,"width":847,"height":13}},{"id":"27bc7f7d-6b15-44be-93af-1be0085f3197","block_type":"box","text":"within a specified period of time. A put option gives a holder the right to sell a specific security or asset at an exercise price","page_number":21,"box":{"x":59,"y":637,"width":858,"height":13}},{"id":"bb43d905-f533-423a-b0b3-e13c4304ca1f","block_type":"box","text":"within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the time","page_number":21,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"e6258b15-ff89-4f42-a6e6-db6d212e4b1d","block_type":"box","text":"of purchase and is retained by the writer whether or not such option is exercised.","page_number":21,"box":{"x":59,"y":668,"width":567,"height":12}},{"id":"798d91e5-6542-46e8-8fcf-574d7aac35c8","block_type":"box","text":"Lending Portfolio Securities.","page_number":21,"box":{"x":60,"y":694,"width":201,"height":12}},{"id":"917edfc3-892b-480f-a295-f81f97bc8458","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":21,"box":{"x":270,"y":694,"width":603,"height":12}},{"id":"56fb35c4-9780-486c-bbee-f22cc14e9764","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":21,"box":{"x":59,"y":709,"width":848,"height":12}},{"id":"e95cf400-bd36-4c1d-8ba1-5b4d55dc4158","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of the Fund if, as a","page_number":21,"box":{"x":60,"y":724,"width":873,"height":13}},{"id":"52b1be88-24a9-4138-8ed4-1aca00201937","block_type":"box","text":"result, the aggregate value of all securities loans of the Fund exceeds one-third of the value of the Fund’s total assets","page_number":21,"box":{"x":60,"y":739,"width":815,"height":13}},{"id":"9a7338fa-4f3c-408c-8b6e-4f239b335a5b","block_type":"box","text":"(including the value of the collateral received). The Fund may terminate a loan at any time and obtain the return of the","page_number":21,"box":{"x":60,"y":754,"width":827,"height":13}},{"id":"34cd7e74-2808-47b8-8c44-e87ba0f8a247","block_type":"box","text":"securities loaned. The Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":21,"box":{"x":59,"y":770,"width":787,"height":12}},{"id":"5cde197e-371c-4ee2-9ce9-7fa48a290efb","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":21,"box":{"x":59,"y":785,"width":795,"height":12}},{"id":"e2511827-5719-48f4-b38d-06df5555f054","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":21,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"f84344fb-5148-4572-9fac-b4f347f67136","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":21,"box":{"x":59,"y":826,"width":873,"height":13}},{"id":"76b1ad56-8bd8-4d59-8464-4f3242ebaf0c","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by","page_number":21,"box":{"x":59,"y":841,"width":875,"height":13}},{"id":"21153886-1b0f-4a7a-b7d9-7bd45dc63abb","block_type":"box","text":"the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund for","page_number":21,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"b5f50c8e-da82-44c4-b80c-f38f62aa3896","block_type":"box","text":"4","page_number":21,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"59516de4-b451-4f77-888e-31169b8387fd","block_type":"box","text":"such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of the Fund or","page_number":22,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"1793554d-2010-45b4-aa0f-b832e9441b5b","block_type":"box","text":"through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject","page_number":22,"box":{"x":59,"y":82,"width":878,"height":12}},{"id":"af31eeb0-0754-4ef9-af04-f3fa69844cb9","block_type":"box","text":"to investment risk.","page_number":22,"box":{"x":59,"y":97,"width":128,"height":10}},{"id":"1e2a04ec-3df6-44de-ab86-0db2825d9fc3","block_type":"box","text":"The Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":22,"box":{"x":59,"y":123,"width":812,"height":13}},{"id":"7707f590-5409-4034-abb8-2f24a7579e4a","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":22,"box":{"x":59,"y":138,"width":868,"height":13}},{"id":"12ad0d63-ee9a-492d-a5d5-48439b70100a","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":22,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"4ddc9353-521c-4740-a71a-035bc0e7ddad","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":22,"box":{"x":60,"y":169,"width":845,"height":12}},{"id":"49891723-12a2-4dd8-9268-f7c6e42420d5","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":22,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"13ce12d6-3ddb-4694-9168-c1abc8e1a3d6","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":22,"box":{"x":59,"y":199,"width":832,"height":12}},{"id":"b82a731a-961a-46b1-b738-c54c80278cee","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":22,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"5ba2f400-d67d-481e-9893-24997786abfe","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":22,"box":{"x":60,"y":240,"width":829,"height":13}},{"id":"29c8dba9-580e-4c40-a896-a8b522c1f694","block_type":"box","text":"reinvestments and the fees the Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at","page_number":22,"box":{"x":60,"y":256,"width":826,"height":12}},{"id":"7e0aee38-a410-4202-9beb-c65e59ed7f1a","block_type":"box","text":"default when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned","page_number":22,"box":{"x":59,"y":271,"width":856,"height":12}},{"id":"fed6c484-9938-40e0-b582-99be6dc79968","block_type":"box","text":"due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market","page_number":22,"box":{"x":59,"y":286,"width":874,"height":12}},{"id":"30e74563-f1b2-4c2f-b784-7b3b8a222974","block_type":"box","text":"events, including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium","page_number":22,"box":{"x":59,"y":301,"width":853,"height":12}},{"id":"b0d02d07-d47f-417b-a12a-debdedef46f4","block_type":"box","text":"due to increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities","page_number":22,"box":{"x":59,"y":316,"width":846,"height":11}},{"id":"6ff4c233-7f04-44d6-8f73-0a8493828f87","block_type":"box","text":"lending revenue). If the Fund were to lend out securities that are subject to a corporate action and commit to the borrower a","page_number":22,"box":{"x":60,"y":331,"width":869,"height":13}},{"id":"7e941135-6d27-4b08-919f-4c8119d1cbe6","block_type":"box","text":"particular election as determined by the Fund’s investment adviser, the benefit the Fund would receive in respect of","page_number":22,"box":{"x":59,"y":346,"width":807,"height":13}},{"id":"80f7f6bc-905b-4be4-ac07-fbad2b02b127","block_type":"box","text":"committing to such election may or may not be less than the benefit the Fund would have received from making a different","page_number":22,"box":{"x":59,"y":361,"width":863,"height":13}},{"id":"0626e477-86df-40ff-ba26-d38aab9fa866","block_type":"box","text":"election in such corporate action. If a securities lending counterparty were to default, the Fund would be subject to the risk of","page_number":22,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"9eb6082f-afd1-4ad8-9456-d7e258b8ba44","block_type":"box","text":"a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In","page_number":22,"box":{"x":59,"y":392,"width":866,"height":12}},{"id":"883879df-7699-4988-9ecf-183e55ad73e7","block_type":"box","text":"the event a borrower does not return the Fund’s securities as agreed, the Fund’s ability to participate in a corporate action","page_number":22,"box":{"x":59,"y":407,"width":852,"height":12}},{"id":"67c6e7d5-ff69-4917-9c08-b7967eb09451","block_type":"box","text":"event may be impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at","page_number":22,"box":{"x":59,"y":422,"width":863,"height":12}},{"id":"5b5fc4b1-1e94-4e3c-a436-8fcd06cdbb99","block_type":"box","text":"least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":22,"box":{"x":60,"y":437,"width":828,"height":12}},{"id":"4b27e29f-8ec1-4102-804e-d66ebf70690a","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":22,"box":{"x":59,"y":452,"width":852,"height":12}},{"id":"f3120bbd-1f90-47e0-b35d-6710ebc0b8a9","block_type":"box","text":"lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments","page_number":22,"box":{"x":60,"y":467,"width":849,"height":13}},{"id":"e9f4ce78-369a-4c1e-9b10-c6bf5e1dffe2","block_type":"box","text":"received by the Fund representing dividends paid on securities loaned out by the Fund will not be considered qualified","page_number":22,"box":{"x":60,"y":482,"width":823,"height":13}},{"id":"7eee739c-a51d-4eff-9e2a-1117bfe770b0","block_type":"box","text":"dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with the","page_number":22,"box":{"x":59,"y":497,"width":865,"height":13}},{"id":"7aa868ce-a453-4052-9b95-f087c6065d4c","block_type":"box","text":"Fund’s securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":22,"box":{"x":60,"y":513,"width":871,"height":12}},{"id":"4c5d52ee-513a-46f4-8898-706d1d2276e4","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":22,"box":{"x":60,"y":528,"width":875,"height":12}},{"id":"af72a480-393f-49fe-8261-7ef2894c5157","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":22,"box":{"x":59,"y":543,"width":869,"height":12}},{"id":"acb80980-9d14-488a-8a53-ff021e9f0b80","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":22,"box":{"x":59,"y":558,"width":587,"height":12}},{"id":"d707ab40-a213-469b-89c4-a498bcfbb495","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":22,"box":{"x":60,"y":584,"width":824,"height":13}},{"id":"a63d36a5-a0d2-461e-b022-f8dd27bf6213","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":22,"box":{"x":59,"y":600,"width":859,"height":12}},{"id":"a2b11b37-4936-4cbf-85f6-420b791a0d30","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":22,"box":{"x":59,"y":615,"width":878,"height":12}},{"id":"8864adbf-a378-4bc4-a13c-cf4ea6590d49","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":22,"box":{"x":60,"y":630,"width":868,"height":12}},{"id":"de006731-7689-4b71-b95c-550170c5429c","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":22,"box":{"x":59,"y":645,"width":846,"height":12}},{"id":"bf4871a5-c4ea-4382-892e-30468cfa09fa","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":22,"box":{"x":60,"y":660,"width":847,"height":12}},{"id":"5cc0d975-085a-47d0-99db-9a02651fd170","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":22,"box":{"x":60,"y":675,"width":824,"height":12}},{"id":"65daa1fb-852e-4837-b808-133cede06198","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":22,"box":{"x":60,"y":690,"width":834,"height":13}},{"id":"e0c36223-4c03-40e4-8c7d-4272fbc78e95","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":22,"box":{"x":60,"y":705,"width":862,"height":13}},{"id":"69d6def7-29aa-4e08-9e78-d81879e45200","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":22,"box":{"x":59,"y":720,"width":489,"height":13}},{"id":"af166c91-6651-4d3a-bdbf-2971c372813f","block_type":"box","text":"Liquidity Risk Management.","page_number":22,"box":{"x":60,"y":747,"width":200,"height":12}},{"id":"8d78f0eb-23a4-41fb-b7a0-cdf6ea1a8313","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":22,"box":{"x":270,"y":747,"width":662,"height":12}},{"id":"15343907-2ec7-4c7d-8af7-506ea4d9650e","block_type":"box","text":"including ETFs such as the Fund, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":22,"box":{"x":60,"y":762,"width":854,"height":12}},{"id":"862a7b48-758b-445d-a0a6-7ff2d3125cd5","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a Liquidity Program, and the","page_number":22,"box":{"x":59,"y":777,"width":879,"height":13}},{"id":"ce2239e7-5f18-41db-af2c-cce56eef01c6","block_type":"box","text":"Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the Liquidity","page_number":22,"box":{"x":60,"y":792,"width":869,"height":13}},{"id":"03f24aa6-5a80-4e93-9204-f4439971d3c7","block_type":"box","text":"Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the Fund’s liquidity risk and classifies","page_number":22,"box":{"x":60,"y":807,"width":878,"height":13}},{"id":"e6b1e97b-1400-46d6-9d2f-2d2e32f16310","block_type":"box","text":"each investment held by the Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid investment” or","page_number":22,"box":{"x":59,"y":823,"width":873,"height":12}},{"id":"6f230c76-b224-4eab-889c-a96d58edfdfd","block_type":"box","text":"“illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the Fund could not meet requests to redeem","page_number":22,"box":{"x":59,"y":838,"width":858,"height":12}},{"id":"8c25cb3c-5e54-4a43-9f0b-4d2a43ed8634","block_type":"box","text":"shares issued by the Fund without significant dilution of the remaining investors’ interest in the Fund. The liquidity of the","page_number":22,"box":{"x":59,"y":853,"width":845,"height":12}},{"id":"b03510fc-acc9-4340-a992-b857da8d28a0","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":22,"box":{"x":60,"y":868,"width":864,"height":12}},{"id":"f0786a9b-d37a-4524-9ccc-253be4dd86b7","block_type":"box","text":"5","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"a00ca2d1-e94e-4368-9059-025edacdf607","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":23,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"42218894-53f2-49ea-84a3-a89acc9eef71","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":23,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"8b0720cb-0645-48e1-b9e3-5bbef380a5d6","block_type":"box","text":"less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":23,"box":{"x":60,"y":97,"width":568,"height":12}},{"id":"79c768f6-b763-408c-8a8b-ac51d6533df2","block_type":"box","text":"Non-U.S. Securities.","page_number":23,"box":{"x":60,"y":124,"width":141,"height":9}},{"id":"33d38c14-d62f-439e-8254-61cfe7f9a41f","block_type":"box","text":"The Fund intends to purchase publicly traded common stocks of non-U.S. issuers. To the extent the","page_number":23,"box":{"x":210,"y":123,"width":698,"height":13}},{"id":"984b05b2-93ab-4603-8889-f0de6d524e04","block_type":"box","text":"Fund invests in stocks of non-U.S. issuers, the Fund’s investment in such stocks may be in the form of American Depositary","page_number":23,"box":{"x":60,"y":138,"width":864,"height":13}},{"id":"2a9249d1-10ee-46d2-a93b-bd4e32a5b3cf","block_type":"box","text":"Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary","page_number":23,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"eb591c55-4711-431c-8872-6e5f9daa26d9","block_type":"box","text":"receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying","page_number":23,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"4cf94de1-7393-48c0-b575-ce283b2c4b28","block_type":"box","text":"securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same currency as their","page_number":23,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"f4cefdde-5bb6-493d-a815-46edb33a9548","block_type":"box","text":"underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying","page_number":23,"box":{"x":60,"y":199,"width":827,"height":12}},{"id":"0e8088d2-152d-4bad-ae00-ec091ae4368c","block_type":"box","text":"securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts, are receipts","page_number":23,"box":{"x":59,"y":214,"width":865,"height":12}},{"id":"4d2c4a83-3b8b-44fd-b16b-49639e09c173","block_type":"box","text":"issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic","page_number":23,"box":{"x":60,"y":229,"width":832,"height":12}},{"id":"21548349-fe99-4457-aa04-1404ba2d0a42","block_type":"box","text":"underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":23,"box":{"x":60,"y":244,"width":862,"height":13}},{"id":"2e766605-cb13-4304-8687-6c01e4edbc4a","block_type":"box","text":"basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs, issued in","page_number":23,"box":{"x":60,"y":259,"width":834,"height":13}},{"id":"755a9084-deec-4c91-9063-319cf69638c3","block_type":"box","text":"bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe and are","page_number":23,"box":{"x":60,"y":274,"width":854,"height":13}},{"id":"df82c5a6-ffa1-453d-ac6e-7b9a8ad5eb6a","block_type":"box","text":"designed for use throughout the world.","page_number":23,"box":{"x":59,"y":290,"width":274,"height":12}},{"id":"fd694293-cc13-469a-bf76-ebbe4cd83327","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":23,"box":{"x":60,"y":316,"width":876,"height":12}},{"id":"6cbc8d4f-0dbe-45ac-aefb-186f6849494e","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to","page_number":23,"box":{"x":60,"y":331,"width":853,"height":13}},{"id":"a64a51ad-4e03-4b1c-b1da-8caebfe1dc7a","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":23,"box":{"x":59,"y":346,"width":842,"height":13}},{"id":"a74b3e07-a5fc-4033-b40b-2e513fce9684","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":23,"box":{"x":59,"y":361,"width":859,"height":13}},{"id":"4ff2a3b5-9d67-499e-93bd-a98ccf329b5f","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":23,"box":{"x":60,"y":377,"width":832,"height":12}},{"id":"e6b92ded-4d3f-447b-bdf9-d561e04577a8","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":23,"box":{"x":59,"y":392,"width":796,"height":12}},{"id":"b519ed35-0585-43e8-a8ab-a11f129b4844","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":23,"box":{"x":59,"y":407,"width":571,"height":12}},{"id":"7510b8e3-7df1-495c-b551-29cdad0027e3","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":23,"box":{"x":60,"y":433,"width":868,"height":13}},{"id":"340a9dbe-05b1-4202-b160-ea39047bd469","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":23,"box":{"x":60,"y":448,"width":808,"height":13}},{"id":"a5e379b4-c0f5-471b-b329-8a534cc80658","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":23,"box":{"x":59,"y":463,"width":853,"height":13}},{"id":"559f1c55-bb72-411f-be5d-d7517221fd90","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":23,"box":{"x":59,"y":479,"width":873,"height":12}},{"id":"20df5d3e-58cf-4e42-86cc-0603b9bf23a0","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":23,"box":{"x":60,"y":494,"width":864,"height":12}},{"id":"c97e86c5-1cde-4b58-9879-091c80e6e18c","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":23,"box":{"x":59,"y":509,"width":871,"height":12}},{"id":"3a4a0209-e1d2-48ce-a53b-fcd00cb0e04b","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":23,"box":{"x":60,"y":524,"width":629,"height":12}},{"id":"01badb7c-7968-4b40-9acb-0578cc6ae8f7","block_type":"box","text":"Options on Futures Contracts.","page_number":23,"box":{"x":59,"y":551,"width":216,"height":12}},{"id":"3e2324e5-9abb-40c3-9956-1ce6af8b640f","block_type":"box","text":"The Fund may invest in options on futures contracts. An option on a futures contract, as","page_number":23,"box":{"x":284,"y":550,"width":618,"height":13}},{"id":"a5af7d0f-a78a-4b6c-a10c-c9a415a1b892","block_type":"box","text":"contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to","page_number":23,"box":{"x":59,"y":566,"width":844,"height":12}},{"id":"200cc095-b1fe-4a50-8f29-297f5447284e","block_type":"box","text":"assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of","page_number":23,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"89cdb7cf-f42d-4967-9a38-f4892b115583","block_type":"box","text":"the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the","page_number":23,"box":{"x":59,"y":596,"width":844,"height":12}},{"id":"546f37c5-135e-43ec-b6a3-39d3b95302b7","block_type":"box","text":"option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the","page_number":23,"box":{"x":59,"y":611,"width":877,"height":12}},{"id":"0b5e4a79-f8b9-48a0-91dc-f26a8e092eb2","block_type":"box","text":"amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put)","page_number":23,"box":{"x":59,"y":626,"width":863,"height":12}},{"id":"854f058e-673f-47af-89ca-cdac95baf2ca","block_type":"box","text":"the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a","page_number":23,"box":{"x":59,"y":641,"width":829,"height":12}},{"id":"36781ae8-eb12-40ff-b05c-3d54a447e92e","block_type":"box","text":"futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed","page_number":23,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"7c9122bc-d5c5-4ad0-be8c-03be6a3c31ed","block_type":"box","text":"at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying","page_number":23,"box":{"x":59,"y":671,"width":829,"height":13}},{"id":"3e01b427-2f63-404f-a132-547a108b4520","block_type":"box","text":"contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund. The","page_number":23,"box":{"x":59,"y":686,"width":842,"height":13}},{"id":"8a89ba37-7c83-4b7b-a6d3-ce85216e09fb","block_type":"box","text":"potential for loss related to writing call options is unlimited. The potential for loss related to writing put options is limited to","page_number":23,"box":{"x":59,"y":702,"width":863,"height":12}},{"id":"92a0bc45-f24f-4328-adcf-965faa4e94d1","block_type":"box","text":"the agreed upon price per share, also known as the “strike price,” less the premium received from writing the put.","page_number":23,"box":{"x":59,"y":717,"width":794,"height":12}},{"id":"432c35d9-9e66-4828-9973-0442caba5319","block_type":"box","text":"Privately Issued Securities.","page_number":23,"box":{"x":60,"y":743,"width":190,"height":12}},{"id":"d27c413f-64d4-49d8-97fc-4dc2670deb87","block_type":"box","text":"The Fund may invest in privately issued securities, including those that may be resold only in","page_number":23,"box":{"x":263,"y":743,"width":647,"height":12}},{"id":"da76c8c9-fc3e-4c54-9b7e-1636bc8742f9","block_type":"box","text":"accordance with Rule 144A or Regulation S under the 1933 Act (“Restricted Securities”). Restricted Securities are not","page_number":23,"box":{"x":59,"y":758,"width":819,"height":13}},{"id":"31eb93f1-dc5c-4a5b-943a-46c2108de680","block_type":"box","text":"publicly-traded and are subject to a variety of restrictions, which limit a purchaser’s ability to acquire or resell such securities.","page_number":23,"box":{"x":59,"y":773,"width":874,"height":13}},{"id":"5e48a4de-07b9-4ca7-8320-c67aa86fe508","block_type":"box","text":"Accordingly, the liquidity of the market for specific Restricted Securities may vary. Delay or difficulty in selling such securities","page_number":23,"box":{"x":59,"y":788,"width":869,"height":13}},{"id":"a6323dd9-5478-436d-aff5-628d68861a90","block_type":"box","text":"may result in a loss to the Fund.","page_number":23,"box":{"x":60,"y":804,"width":221,"height":12}},{"id":"ee21a427-e98d-4d14-94a6-503b5a9a9b54","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":23,"box":{"x":60,"y":830,"width":242,"height":12}},{"id":"925cef1d-581b-4b73-94e3-3480ec5d7033","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":23,"box":{"x":310,"y":830,"width":589,"height":12}},{"id":"cb7a6c36-82a5-4b57-83e3-c72917696991","block_type":"box","text":"CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of","page_number":23,"box":{"x":59,"y":845,"width":876,"height":13}},{"id":"8c29b6fc-9170-47c8-a22c-4952e0d1b40f","block_type":"box","text":"its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":23,"box":{"x":60,"y":860,"width":843,"height":13}},{"id":"18be2125-69fe-4d8a-95b6-529e3a865cbf","block_type":"box","text":"investment exposure to such instruments. Due to the Fund’s potential use of CFTC Derivatives above the prescribed levels,","page_number":23,"box":{"x":60,"y":875,"width":855,"height":13}},{"id":"c4584571-fff0-4460-8453-0a1c0d32758c","block_type":"box","text":"6","page_number":23,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"867ae05b-42b4-4488-98e8-b0d3d72ad54a","block_type":"box","text":"the Fund will be considered a “commodity pool” under the CEA. Accordingly, BFA, the Fund’s investment adviser, has","page_number":24,"box":{"x":59,"y":67,"width":818,"height":12}},{"id":"73056aee-78f6-4eb9-b995-5f607532357f","block_type":"box","text":"registered as a commodity pool operator and is subject to CFTC regulation with respect to the Fund. BFA is also subject to","page_number":24,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"52218d02-33a9-4bd3-a147-3788af219e28","block_type":"box","text":"regulation by the National Futures Association.","page_number":24,"box":{"x":60,"y":97,"width":326,"height":12}},{"id":"158492fb-d6bf-4559-88ca-c95eb1bce29b","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":24,"box":{"x":60,"y":123,"width":859,"height":13}},{"id":"942ea9de-ab08-41a6-a74e-f511e20ff84b","block_type":"box","text":"Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes","page_number":24,"box":{"x":60,"y":138,"width":871,"height":13}},{"id":"ff0eb44c-7e32-4263-b68a-0b19cea26f56","block_type":"box","text":"in Europe, Asia and other non-U.S. jurisdictions. Swaps, NDFs and certain other derivatives traded in the OTC market are","page_number":24,"box":{"x":60,"y":154,"width":839,"height":12}},{"id":"800dd625-e5dd-42da-b9da-55b067cf082e","block_type":"box","text":"subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the","page_number":24,"box":{"x":59,"y":169,"width":847,"height":12}},{"id":"260bc86c-ba82-44e7-885a-dee4b017f4a9","block_type":"box","text":"Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have","page_number":24,"box":{"x":60,"y":184,"width":853,"height":12}},{"id":"ab508755-12ba-4b30-b155-5fb0412f6827","block_type":"box","text":"impacted and may continue to impact the costs to the Fund of trading these instruments and, as a result, may affect returns","page_number":24,"box":{"x":60,"y":199,"width":868,"height":12}},{"id":"6ec44448-83d8-468b-9c13-faad2e14d90f","block_type":"box","text":"to investors in the Fund.","page_number":24,"box":{"x":59,"y":214,"width":168,"height":10}},{"id":"84921595-a1db-4a43-a273-6c36b4cd5f1a","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":24,"box":{"x":60,"y":240,"width":849,"height":13}},{"id":"bc085458-641d-4b3f-8ea4-ee50f4bc7780","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":24,"box":{"x":59,"y":256,"width":873,"height":12}},{"id":"6a69cb79-e842-4d86-8061-f76218bb9a69","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":24,"box":{"x":60,"y":271,"width":822,"height":12}},{"id":"69cfdeb2-2811-4c2e-aecc-3ca7b8353430","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":24,"box":{"x":60,"y":286,"width":871,"height":12}},{"id":"8e128589-4da4-426e-bd52-799319d7cca6","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":24,"box":{"x":59,"y":301,"width":257,"height":12}},{"id":"1e7e0b67-f6a5-45f9-b59e-c0b88768f9dc","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":24,"box":{"x":60,"y":327,"width":862,"height":13}},{"id":"c7b33aa1-11c4-47db-b1c4-13392034bf90","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":24,"box":{"x":59,"y":343,"width":871,"height":12}},{"id":"6e9554bf-58d4-4e57-ab50-ededc3582266","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":24,"box":{"x":59,"y":358,"width":839,"height":12}},{"id":"18db8a9c-ef48-40ba-b511-096a0c601d31","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":24,"box":{"x":59,"y":373,"width":838,"height":12}},{"id":"35e60ace-9de2-42f5-a895-765794333bec","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":24,"box":{"x":59,"y":388,"width":780,"height":12}},{"id":"1036f9eb-e7ad-4f3a-9121-505a515dc614","block_type":"box","text":"e.g","page_number":24,"box":{"x":840,"y":391,"width":21,"height":9}},{"id":"7b2f0703-839b-459a-820c-977b2270f9dd","block_type":"box","text":"., recourse","page_number":24,"box":{"x":862,"y":391,"width":71,"height":8}},{"id":"8168c788-3f9f-4f90-b954-57b6893ee540","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":24,"box":{"x":59,"y":403,"width":849,"height":12}},{"id":"1d2396c3-08b1-4fc1-aa09-4642e83ae808","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":24,"box":{"x":59,"y":418,"width":581,"height":12}},{"id":"c8de91f7-e611-4dc3-8664-7cf90eeb2251","block_type":"box","text":"e.g.,","page_number":24,"box":{"x":642,"y":421,"width":26,"height":9}},{"id":"24a59fe8-9b14-476d-87d2-b9fb7faff018","block_type":"box","text":"firm and standby commitments,","page_number":24,"box":{"x":674,"y":418,"width":225,"height":12}},{"id":"7238b5ab-1281-4831-8d8e-4a13f8ad9bf1","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":24,"box":{"x":60,"y":433,"width":869,"height":13}},{"id":"cf8b519f-5e0e-42d7-ad36-58317945cb66","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":24,"box":{"x":60,"y":448,"width":871,"height":13}},{"id":"5e0b52f1-62e4-4603-8052-77087d5f354c","block_type":"box","text":"Settlement Securities Provision”).","page_number":24,"box":{"x":59,"y":463,"width":233,"height":13}},{"id":"18fb1515-6e5e-49c5-b194-9af8afbc8e13","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f","page_number":24,"box":{"x":60,"y":490,"width":877,"height":12}},{"id":"5924c45d-8934-4a92-bbe2-00e216907ed9","block_type":"box","text":"4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a","page_number":24,"box":{"x":59,"y":505,"width":857,"height":12}},{"id":"b3628ba3-974f-40da-8b42-d73ee887be2a","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":24,"box":{"x":59,"y":520,"width":875,"height":12}},{"id":"01535ea0-3586-461c-92dc-3419397da9bf","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":24,"box":{"x":60,"y":535,"width":846,"height":13}},{"id":"5780a556-a629-4cf3-89f5-4f47da8cba29","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":24,"box":{"x":59,"y":550,"width":840,"height":13}},{"id":"1607e0b3-04fe-444d-9513-d07dc7d9bad8","block_type":"box","text":"reports to the Board.","page_number":24,"box":{"x":60,"y":566,"width":142,"height":12}},{"id":"f0df33b9-b498-43d5-90c1-8444a9ece3f4","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s “derivatives","page_number":24,"box":{"x":60,"y":592,"width":807,"height":12}},{"id":"f961591e-e359-41e8-8ab9-d1921d61e177","block_type":"box","text":"exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":24,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"f596cc74-e2a7-4713-ac93-4a8291182157","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":24,"box":{"x":60,"y":622,"width":826,"height":13}},{"id":"2a343e93-36ad-4f53-9c75-635db1a64df7","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":24,"box":{"x":59,"y":637,"width":265,"height":13}},{"id":"01985ff7-bcd6-49fc-ac92-678d9f648007","block_type":"box","text":"Repurchase Agreements.","page_number":24,"box":{"x":60,"y":664,"width":179,"height":12}},{"id":"ca36d4d5-8485-4269-84ef-a8c633c039b5","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":24,"box":{"x":248,"y":664,"width":495,"height":12}},{"id":"39cdcb40-0300-46a8-a6da-918e25ac072f","block_type":"box","text":"i.e.","page_number":24,"box":{"x":744,"y":665,"width":17,"height":8}},{"id":"9f884052-a75d-4dfd-bf7e-ea8959146100","block_type":"box","text":", a Fund) acquires a","page_number":24,"box":{"x":764,"y":664,"width":135,"height":12}},{"id":"36f12e75-4700-41ae-a61f-90ad020a4fad","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":24,"box":{"x":59,"y":679,"width":854,"height":12}},{"id":"226bdd47-593f-4d0f-ad4e-86a736de6534","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":24,"box":{"x":59,"y":694,"width":822,"height":12}},{"id":"9d5d04c6-c225-406b-9e74-3a639c4fa9f0","block_type":"box","text":"collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase","page_number":24,"box":{"x":59,"y":709,"width":828,"height":12}},{"id":"9b1650cc-2915-4a74-ba23-b9f5b35eef95","block_type":"box","text":"agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by a Fund but","page_number":24,"box":{"x":59,"y":724,"width":878,"height":13}},{"id":"c627fd32-2ffe-4db8-917a-47d099a87235","block_type":"box","text":"only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the seller,","page_number":24,"box":{"x":59,"y":739,"width":861,"height":13}},{"id":"3499cfc7-c8d8-4c00-ae0c-c5eb563332e2","block_type":"box","text":"the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.","page_number":24,"box":{"x":59,"y":754,"width":760,"height":13}},{"id":"3f86c665-7b98-4782-8430-73b8ddcb0a76","block_type":"box","text":"In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by","page_number":24,"box":{"x":60,"y":781,"width":875,"height":12}},{"id":"a13d024a-655d-457e-8094-e7d2d7dd7689","block_type":"box","text":"the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is","page_number":24,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"9294540b-90d3-49fc-8863-07aa0bc14730","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":24,"box":{"x":59,"y":811,"width":811,"height":13}},{"id":"fc406618-9fb1-41e4-ba05-a7fdcfcdc18e","block_type":"box","text":"sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within","page_number":24,"box":{"x":59,"y":826,"width":857,"height":13}},{"id":"cb89562b-a583-4e7f-8ac4-297ccd518af4","block_type":"box","text":"seven days.","page_number":24,"box":{"x":59,"y":841,"width":79,"height":13}},{"id":"7d6232a7-4f06-4307-87bc-79d82d221160","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Fund,","page_number":24,"box":{"x":60,"y":868,"width":867,"height":12}},{"id":"90f8909c-e607-449c-aa76-86096ea05d9f","block_type":"box","text":"but are inherent in repurchase agreements. A Fund seeks to minimize such risks, but because of the inherent legal","page_number":24,"box":{"x":60,"y":883,"width":796,"height":12}},{"id":"5083defe-123e-4cc2-b5b6-552141b05a95","block_type":"box","text":"7","page_number":24,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"cdd1dc2e-48ac-43f7-bd10-98d02c739091","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":25,"box":{"x":60,"y":67,"width":872,"height":12}},{"id":"5d0ea748-d233-4859-aa52-3bb9557877b0","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":25,"box":{"x":59,"y":82,"width":836,"height":12}},{"id":"d6dbcf14-b84f-46dc-93f9-7c3948cb7cb9","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":25,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"fd2d22df-d0c2-4927-ac0f-3f234a4d467d","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":25,"box":{"x":59,"y":112,"width":840,"height":12}},{"id":"e9922ada-4e13-47ec-a799-08644c247f77","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":25,"box":{"x":59,"y":127,"width":845,"height":12}},{"id":"99616477-458e-4d53-80a9-a1d91414be24","block_type":"box","text":"i.e.","page_number":25,"box":{"x":905,"y":128,"width":18,"height":9}},{"id":"76c9874e-36ae-4796-a276-837d89bdb7ab","block_type":"box","text":",","page_number":25,"box":{"x":925,"y":135,"width":2,"height":3}},{"id":"d7bf999b-2b55-4043-ba03-1e96006cedcc","block_type":"box","text":"the position the Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":25,"box":{"x":59,"y":142,"width":828,"height":13}},{"id":"e6860786-889d-40a7-bf24-3fc0b50e0799","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":25,"box":{"x":59,"y":157,"width":875,"height":13}},{"id":"5903a7b1-7916-4307-b072-cfec64710baf","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":25,"box":{"x":60,"y":172,"width":597,"height":13}},{"id":"a677daec-4c41-49ae-8627-7e2546cc6265","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":25,"box":{"x":60,"y":199,"width":240,"height":12}},{"id":"a3459108-af72-4210-8f93-1a1623c500e0","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":25,"box":{"x":309,"y":199,"width":578,"height":12}},{"id":"328e4173-f0fd-4dea-9e04-4bd0135b57be","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":25,"box":{"x":60,"y":214,"width":838,"height":12}},{"id":"336c2e71-e71e-47fe-956d-b1daa0116c6f","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":25,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"0708a1f7-7e76-45d4-8792-ad02eca9cda7","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":25,"box":{"x":60,"y":244,"width":840,"height":13}},{"id":"b33331bc-b2f9-41b4-9bed-755f5bb64034","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":25,"box":{"x":60,"y":259,"width":853,"height":13}},{"id":"c3865513-643b-4800-8400-2a15f719e2e4","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":25,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"f4cd0f2a-a11a-4aa0-87c1-cd010fb4e073","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":25,"box":{"x":59,"y":290,"width":869,"height":12}},{"id":"764dd2cd-a7b7-4ac0-ace7-044e30678378","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":25,"box":{"x":59,"y":305,"width":878,"height":12}},{"id":"a40b72db-b289-466c-a8bf-39bc5aae1b4b","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":25,"box":{"x":59,"y":320,"width":875,"height":12}},{"id":"38a169b0-f084-4616-8d0c-ebc9230649e2","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":25,"box":{"x":59,"y":335,"width":845,"height":12}},{"id":"966b6b22-d347-4e5a-92c0-81d59f766b0b","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":25,"box":{"x":60,"y":350,"width":602,"height":12}},{"id":"fd193688-2911-4008-bd3a-8a462b61db58","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":25,"box":{"x":60,"y":377,"width":832,"height":12}},{"id":"b3bae30a-7c6e-45ba-980e-af12e7540901","block_type":"box","text":"financing transactions (","page_number":25,"box":{"x":59,"y":392,"width":165,"height":12}},{"id":"b257151a-2e20-4164-8c56-492cbd104864","block_type":"box","text":"e.g.,","page_number":25,"box":{"x":225,"y":395,"width":27,"height":9}},{"id":"4611ccc8-406d-4569-96ac-ebbcda5bd648","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":25,"box":{"x":258,"y":392,"width":614,"height":12}},{"id":"e2e6fcd1-3e58-405c-ac52-ef29a5d00926","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that the Fund either (i)","page_number":25,"box":{"x":60,"y":407,"width":869,"height":12}},{"id":"51197fb9-94d2-4930-90f4-7f613f729ee8","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":25,"box":{"x":59,"y":422,"width":879,"height":12}},{"id":"820f7229-2a4d-4477-bac5-89ad4dd4b96f","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":25,"box":{"x":60,"y":437,"width":556,"height":12}},{"id":"f61dc7b6-b01b-47ec-83f2-64f5dcf40710","block_type":"box","text":"Regulation Regarding Derivatives","page_number":25,"box":{"x":617,"y":437,"width":231,"height":12}},{"id":"7c0b7064-536b-4094-a3fc-53f5cf5a6db8","block_type":"box","text":"” above.)","page_number":25,"box":{"x":849,"y":437,"width":61,"height":12}},{"id":"754be797-9e87-41fe-8a73-3998f31c0985","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":25,"box":{"x":59,"y":463,"width":385,"height":13}},{"id":"138beed3-bc3c-4463-8b82-779919e1c46c","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":25,"box":{"x":453,"y":463,"width":458,"height":13}},{"id":"ec1cfd1c-152f-4237-835d-55870ebb0720","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":25,"box":{"x":60,"y":479,"width":858,"height":12}},{"id":"9a4ad9ab-3a20-4413-988a-fa0934a62f2c","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":25,"box":{"x":59,"y":494,"width":861,"height":12}},{"id":"be4e961e-6242-430f-83a8-1d21b1639304","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":25,"box":{"x":60,"y":509,"width":813,"height":12}},{"id":"976f1927-652b-43ee-9edb-ce29394f4c91","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":25,"box":{"x":60,"y":524,"width":839,"height":12}},{"id":"e4d19b72-2fa2-4577-a3ee-14d8270657a9","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":25,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"92dd88d9-ba60-43bb-a280-aae04bfcc474","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":25,"box":{"x":60,"y":554,"width":612,"height":13}},{"id":"b58260ef-2e48-4f15-bbdc-2cac6c225887","block_type":"box","text":"®","page_number":25,"box":{"x":673,"y":553,"width":9,"height":6}},{"id":"781e452a-44f6-436f-8ae4-9b7c00d98650","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":25,"box":{"x":688,"y":554,"width":213,"height":13}},{"id":"0eddac35-0567-46e7-864e-f8f9c78d461f","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by S&P Global, Inc., a subsidiary of The McGraw-Hill Companies (“S&P Global Ratings”), or if","page_number":25,"box":{"x":60,"y":569,"width":838,"height":13}},{"id":"a4fa0b85-409d-4d7d-917d-8870bafa1547","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":25,"box":{"x":60,"y":584,"width":702,"height":13}},{"id":"95a15630-31c7-4aa6-b144-925e028d58e1","block_type":"box","text":"e.g.","page_number":25,"box":{"x":763,"y":587,"width":23,"height":10}},{"id":"84305c1d-ba8d-4f7e-a044-911952d38081","block_type":"box","text":", bonds and","page_number":25,"box":{"x":788,"y":584,"width":81,"height":12}},{"id":"cada34ab-9b4e-4e9e-adf0-d2c51727c2e4","block_type":"box","text":"debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been determined to","page_number":25,"box":{"x":59,"y":600,"width":869,"height":12}},{"id":"3f04109e-43cf-4593-9533-9a0ae56a84a8","block_type":"box","text":"present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase","page_number":25,"box":{"x":59,"y":615,"width":863,"height":12}},{"id":"7ef6b690-e441-4439-b2c7-432a647892a4","block_type":"box","text":"agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S. branches) that, in the","page_number":25,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"5d2d35e9-db92-4d83-aff7-3e3df3d4f692","block_type":"box","text":"opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by the Fund. Any of these","page_number":25,"box":{"x":59,"y":645,"width":833,"height":12}},{"id":"5f8e4503-5f39-42a7-8357-9004d6dac402","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":25,"box":{"x":60,"y":660,"width":867,"height":12}},{"id":"a23da910-c0c2-4fae-8802-3c69979bb554","block_type":"box","text":"in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on","page_number":25,"box":{"x":60,"y":675,"width":851,"height":12}},{"id":"def79976-6b06-4e1f-8514-78e3b2eeb426","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":25,"box":{"x":59,"y":690,"width":604,"height":13}},{"id":"c916e16c-6e76-44db-8e3b-f232f3ca4f38","block_type":"box","text":"Sovereign Obligations.","page_number":25,"box":{"x":59,"y":717,"width":161,"height":12}},{"id":"42b8a854-a513-456c-a570-6b3f868b421b","block_type":"box","text":"An investment in sovereign debt obligations involves special risks not present in corporate debt","page_number":25,"box":{"x":229,"y":717,"width":667,"height":12}},{"id":"b6ec1eb5-d180-425b-a5a0-80117b089361","block_type":"box","text":"obligations. Sovereign debt includes securities issued or guaranteed by a foreign sovereign government. The issuer of the","page_number":25,"box":{"x":59,"y":732,"width":847,"height":12}},{"id":"3eb487c0-110b-4c0e-859f-cdf2ffe88661","block_type":"box","text":"sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due,","page_number":25,"box":{"x":59,"y":747,"width":856,"height":12}},{"id":"30ae254a-36fa-4edc-a1a4-7515f732cfb2","block_type":"box","text":"and a Fund may have limited recourse in the event of a default. Similar to other issuers, changes to the financial condition or","page_number":25,"box":{"x":59,"y":762,"width":871,"height":12}},{"id":"d1cf70f5-3e9d-44fd-9b21-955cc6545f23","block_type":"box","text":"credit rating of a non-U.S. government may cause the value of a sovereign debt to decline. During periods of economic","page_number":25,"box":{"x":59,"y":777,"width":831,"height":13}},{"id":"a240e6f6-219c-48be-8543-356a7a23d3d5","block_type":"box","text":"uncertainty, the market prices of sovereign debt obligations may be more volatile than prices of U.S. debt obligations, which","page_number":25,"box":{"x":60,"y":792,"width":864,"height":13}},{"id":"68f9665a-bf02-4c0b-b90f-64df76053cf1","block_type":"box","text":"may affect a Fund’s NAV. In the past, certain emerging market countries have encountered difficulties in servicing their debt","page_number":25,"box":{"x":60,"y":807,"width":867,"height":13}},{"id":"8328341e-286f-4065-b11b-068831182e61","block_type":"box","text":"obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on","page_number":25,"box":{"x":59,"y":823,"width":865,"height":12}},{"id":"d85091f2-ac43-4411-b7ab-58638bd9af49","block_type":"box","text":"their sovereign debts. Several sovereign issuers have experienced volatility and adverse trends due to concerns about rising","page_number":25,"box":{"x":59,"y":838,"width":860,"height":12}},{"id":"4a1c2784-f63c-46de-84a8-efcfcd726ca1","block_type":"box","text":"government debt levels, including Greece, Ireland, Italy, Portugal and Spain.","page_number":25,"box":{"x":59,"y":853,"width":525,"height":12}},{"id":"80744903-9948-4988-b9a7-4b5035838cc7","block_type":"box","text":"8","page_number":25,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"b41d5d26-ce47-4905-b64d-658aad36e30b","block_type":"box","text":"A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among","page_number":26,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"73ea2cfc-6436-4432-b105-1804fba989b3","block_type":"box","text":"other factors, its cash flow situation, the extent of its non-U.S. currency reserves, the availability of sufficient foreign","page_number":26,"box":{"x":59,"y":82,"width":808,"height":12}},{"id":"ad642192-69cc-425f-a510-3a3025951fb2","block_type":"box","text":"exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and","page_number":26,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"3aad7e18-5e3a-4c8f-b5aa-2cf9a585ca45","block_type":"box","text":"local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments,","page_number":26,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"87aeb3de-94ea-4ea0-b3e6-6c465078be09","block_type":"box","text":"multilateral agencies and other entities to reduce principal and interest arrears on their debt. The failure of a sovereign debtor","page_number":26,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"de36b56b-182b-4564-9ca1-2221da755520","block_type":"box","text":"to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due","page_number":26,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"59f2b769-7a86-4039-bc62-5b5087ad5845","block_type":"box","text":"may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair","page_number":26,"box":{"x":60,"y":157,"width":855,"height":13}},{"id":"d742a15a-4382-46a8-a25d-9f9e2bc0acd5","block_type":"box","text":"such debtor’s ability or willingness to service its debts.","page_number":26,"box":{"x":59,"y":172,"width":379,"height":13}},{"id":"6d529d8d-0a65-4490-8eb5-bf217803912e","block_type":"box","text":"Swap Agreements.","page_number":26,"box":{"x":59,"y":199,"width":134,"height":12}},{"id":"77efba49-a1f3-42c1-99c9-3e065a1253b8","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":26,"box":{"x":202,"y":199,"width":735,"height":12}},{"id":"43803bda-5a5c-4be3-9f19-41211f490dd8","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":26,"box":{"x":59,"y":214,"width":850,"height":12}},{"id":"14e5b308-f1bb-47ff-93c5-daaa2f590a7e","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":26,"box":{"x":60,"y":229,"width":843,"height":12}},{"id":"83866a50-7fbd-4497-be14-12a2f5b8c4b9","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":26,"box":{"x":60,"y":244,"width":816,"height":13}},{"id":"43abbe3f-e205-4a82-a914-1a16303596eb","block_type":"box","text":"receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Fund’s obligations","page_number":26,"box":{"x":60,"y":259,"width":870,"height":13}},{"id":"51bd8edb-96b5-4f08-973b-7a0e7e4acabf","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":26,"box":{"x":59,"y":274,"width":520,"height":13}},{"id":"eca3ecd5-a261-4856-a366-403521f8a853","block_type":"box","text":"The Fund may enter into currency, interest rate securities, commodity or index swaps. The use of such swaps is a highly","page_number":26,"box":{"x":59,"y":301,"width":840,"height":12}},{"id":"b5f66260-0fbe-479f-97f0-6ca8e2eae1ea","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":26,"box":{"x":59,"y":316,"width":836,"height":12}},{"id":"8ed8240b-1281-421a-bd25-9afe154460c4","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":26,"box":{"x":59,"y":331,"width":821,"height":13}},{"id":"7a2556d7-5a90-4a39-ac8e-01930b535dc7","block_type":"box","text":"Future Developments.","page_number":26,"box":{"x":60,"y":358,"width":157,"height":12}},{"id":"29aca0f0-5587-4008-b235-53ebbef93c76","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":26,"box":{"x":226,"y":358,"width":683,"height":12}},{"id":"10db6260-8610-4cc8-b93b-007902bda3f4","block_type":"box","text":"other than those listed in this SAI and in the Prospectus, provided they are consistent with the Fund’s investment objective","page_number":26,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"c02858ce-2155-421a-9e1e-dd495a543f5c","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":26,"box":{"x":59,"y":388,"width":438,"height":12}},{"id":"ea43cbaa-5610-4cd9-9fd2-073536d873dc","block_type":"box","text":"General Considerations and Risks","page_number":26,"box":{"x":60,"y":419,"width":559,"height":23}},{"id":"d4bc6adc-95dd-4244-bc81-42e6a9efb400","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in the Fund is contained in the Prospectus.","page_number":26,"box":{"x":59,"y":460,"width":814,"height":12}},{"id":"b5511e41-05c3-426d-b258-b9340f1ed1ec","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":26,"box":{"x":59,"y":486,"width":831,"height":12}},{"id":"94566ab2-28cc-4342-bf82-6f08b2bcb4ce","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":26,"box":{"x":59,"y":501,"width":874,"height":13}},{"id":"898ae423-c78f-4ed2-8a49-d539b5cfa1b2","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":26,"box":{"x":59,"y":516,"width":873,"height":13}},{"id":"073b251a-ab9d-4917-8860-0ead36a4aed8","block_type":"box","text":"particular risk factor.","page_number":26,"box":{"x":59,"y":531,"width":143,"height":13}},{"id":"18854be5-f9fa-4963-81cf-4627c8d2108e","block_type":"box","text":"Set forth below is more detailed information regarding the types of instruments in which the Fund may invest, strategies BFA","page_number":26,"box":{"x":59,"y":558,"width":874,"height":12}},{"id":"85c686fc-0bcb-4e4d-9f72-3cd1303a24c4","block_type":"box","text":"may employ in pursuit of the Fund’s investment objective and related risks (either directly or through the Fund’s investments","page_number":26,"box":{"x":60,"y":573,"width":872,"height":12}},{"id":"19673eb3-c884-4033-87eb-44b3d427c157","block_type":"box","text":"in the Subsidiary).","page_number":26,"box":{"x":60,"y":588,"width":124,"height":13}},{"id":"ee0c5176-d049-4b52-9269-05d6a50a8512","block_type":"box","text":"Borrowing Risk.","page_number":26,"box":{"x":60,"y":615,"width":112,"height":12}},{"id":"f026398a-0365-4cc5-a8a0-b2ef70b917d0","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":26,"box":{"x":182,"y":615,"width":711,"height":12}},{"id":"2f390d6e-3f2a-49e3-9b31-ebd6a477c366","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":26,"box":{"x":60,"y":630,"width":849,"height":12}},{"id":"e76c93f8-e1dd-4890-a885-21cb69dc23db","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":26,"box":{"x":60,"y":645,"width":831,"height":12}},{"id":"89680125-d1ee-429c-8700-c1f39a4de3d2","block_type":"box","text":"Commodities Investment Risk.","page_number":26,"box":{"x":59,"y":671,"width":218,"height":10}},{"id":"0cd00ff3-ad14-4b89-bd8d-ab3e12c738cb","block_type":"box","text":"Exposure to commodities markets may subject the Fund to greater volatility than","page_number":26,"box":{"x":287,"y":671,"width":566,"height":13}},{"id":"46d8defa-8a0e-4152-ad0c-dab5957846f3","block_type":"box","text":"investments in traditional securities. The commodities markets have experienced periods of extreme volatility. Similar future","page_number":26,"box":{"x":60,"y":686,"width":865,"height":13}},{"id":"20b5b376-f8d2-42ef-b1e7-fcec746bccd9","block_type":"box","text":"market conditions may result in rapid and substantial valuation increases or decreases in the Fund’s holdings.","page_number":26,"box":{"x":60,"y":702,"width":765,"height":12}},{"id":"eeae853e-d177-4c4c-abe5-7b6865fb128e","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity investment prices","page_number":26,"box":{"x":59,"y":728,"width":857,"height":12}},{"id":"8206cf80-92e9-4126-8b0f-cf1038bd70f5","block_type":"box","text":"are outside of the Fund’s control and may not be anticipated by BFA. Price movements may be influenced by, among other","page_number":26,"box":{"x":59,"y":743,"width":857,"height":12}},{"id":"e33b6697-513e-4042-b9e4-f5d7741a87cb","block_type":"box","text":"things: governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; changing market and","page_number":26,"box":{"x":59,"y":758,"width":874,"height":13}},{"id":"016c5a13-a1c1-4ebc-9a63-e73ac01ebe83","block_type":"box","text":"economic conditions; market liquidity; weather and climate conditions, including droughts and floods; livestock disease;","page_number":26,"box":{"x":59,"y":773,"width":841,"height":13}},{"id":"a6e66e54-a99f-4b04-9e08-ad8bc98fab78","block_type":"box","text":"changing supply and demand relationships and levels of domestic production and imported commodities; changes in","page_number":26,"box":{"x":59,"y":788,"width":823,"height":13}},{"id":"92902aac-38ce-4461-81cf-be21a04a9e8f","block_type":"box","text":"storage costs; the availability of local, intrastate and interstate transportation systems; energy conservation; the success of","page_number":26,"box":{"x":59,"y":804,"width":858,"height":12}},{"id":"f34d2f9a-f2a9-44ff-8580-59b3bc415b9c","block_type":"box","text":"exploration projects; changes in international balances of payments and trade; domestic and foreign rates of inflation;","page_number":26,"box":{"x":59,"y":819,"width":824,"height":12}},{"id":"74901eaa-ea31-4912-ad3e-2f9e6d62e135","block_type":"box","text":"currency devaluations and revaluations; domestic and foreign political and economic events; domestic and foreign interest","page_number":26,"box":{"x":59,"y":834,"width":859,"height":12}},{"id":"0edd3e6b-62b3-488e-8910-28ddb6568241","block_type":"box","text":"rates and/or investor expectations concerning interest rates; foreign currency/exchange rates; domestic and foreign","page_number":26,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"7bf58134-df31-4ebd-a070-2d4c09a7849f","block_type":"box","text":"governmental regulation and taxation; war, acts of terrorism and other political upheaval and conflicts; governmental","page_number":26,"box":{"x":59,"y":864,"width":819,"height":12}},{"id":"9b8c4e24-9104-451b-a902-f2e513a44330","block_type":"box","text":"expropriation; investment and trading activities of mutual funds, hedge funds and commodities funds; and changes in","page_number":26,"box":{"x":59,"y":879,"width":827,"height":13}},{"id":"6ad6e2b2-44c7-4eab-9fa5-ddb0199eaa73","block_type":"box","text":"9","page_number":26,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"6d50580c-5edd-4631-8dbb-36ea3cd6b41e","block_type":"box","text":"philosophies and emotions of market participants. The frequency and magnitude of such changes cannot be predicted.","page_number":27,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"b3be3c99-fee8-4380-821f-7717b7e03a79","block_type":"box","text":"However, it is likely that current declines in trade relations between the U.S. and other countries and tariffs imposed by the","page_number":27,"box":{"x":60,"y":82,"width":852,"height":12}},{"id":"7b325709-12fe-48e6-b232-9aed0eb7b1dd","block_type":"box","text":"U.S. on foreign products and by foreign countries on U.S. commodities will impact commodity prices.","page_number":27,"box":{"x":60,"y":97,"width":707,"height":12}},{"id":"e61eabb0-128f-41c4-b133-d71ec8b83a27","block_type":"box","text":"The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or","page_number":27,"box":{"x":59,"y":123,"width":798,"height":13}},{"id":"d006e7a0-01c4-49c2-b815-8ff36333761a","block_type":"box","text":"consuming regions. Certain commodities or natural resources may be produced in a limited number of countries and may be","page_number":27,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"2b2cb6ca-47c1-4d5c-b447-b6354d46e734","block_type":"box","text":"controlled by a small number of producers or groups of producers. As a result, political, economic, regulatory and supply","page_number":27,"box":{"x":59,"y":154,"width":851,"height":12}},{"id":"924dab3f-c908-497d-92ca-5d3bcdcf9240","block_type":"box","text":"related events in such countries could have a disproportionate impact on the prices of such commodities.","page_number":27,"box":{"x":60,"y":169,"width":738,"height":12}},{"id":"2a065775-5424-46f9-85f6-ec0f3649fee9","block_type":"box","text":"A decrease in the production of a physical commodity or a decrease in the volume of such commodity available for","page_number":27,"box":{"x":59,"y":195,"width":805,"height":12}},{"id":"2a6ce0c5-daab-436d-9ecb-1a4d8d3b16d5","block_type":"box","text":"transportation, mining, processing, storage or distribution may adversely impact the financial performance of a commodity","page_number":27,"box":{"x":59,"y":210,"width":863,"height":13}},{"id":"7981be12-2f11-4320-ab1b-f19b7f65f1f1","block_type":"box","text":"or commodity-related company that devotes a portion of its business to that commodity. Production declines and volume","page_number":27,"box":{"x":59,"y":225,"width":854,"height":13}},{"id":"0c855109-9334-457c-b872-b27423164fb9","block_type":"box","text":"decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources,","page_number":27,"box":{"x":59,"y":240,"width":844,"height":13}},{"id":"7cea2367-2b21-42a7-ae65-73b15065762c","block_type":"box","text":"labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance","page_number":27,"box":{"x":60,"y":256,"width":820,"height":12}},{"id":"71ea1983-8b73-478c-a877-87301dff92f3","block_type":"box","text":"problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition","page_number":27,"box":{"x":59,"y":271,"width":842,"height":12}},{"id":"aae6f2fb-a31d-476f-b791-5dabde293423","block_type":"box","text":"from alternative energy sources or commodity prices. Agricultural commodities may be adversely affected by weather or","page_number":27,"box":{"x":59,"y":286,"width":845,"height":12}},{"id":"5e4f6f0d-1e14-4662-8646-3b5434372ee3","block_type":"box","text":"other natural phenomena, such as drought, floods and pests.","page_number":27,"box":{"x":59,"y":301,"width":428,"height":12}},{"id":"c5e944d8-bf52-465a-914b-507ec10a59eb","block_type":"box","text":"A sustained decline in demand for such commodities could also adversely affect the financial performance of commodity","page_number":27,"box":{"x":59,"y":327,"width":855,"height":13}},{"id":"7a4454be-82e6-45c0-8612-54c9402f5b02","block_type":"box","text":"related companies. Factors that could lead to a decline in demand include economic recession or other adverse economic","page_number":27,"box":{"x":60,"y":343,"width":851,"height":12}},{"id":"0615454d-7cab-4c67-9b3a-5b7f0a9ffe21","block_type":"box","text":"conditions, higher taxes on commodities or increased governmental regulations, increases in fuel economy, consumer shifts","page_number":27,"box":{"x":59,"y":358,"width":869,"height":12}},{"id":"f5c42e4e-fe17-4fba-9266-8f27d56f6a78","block_type":"box","text":"to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.","page_number":27,"box":{"x":59,"y":373,"width":670,"height":12}},{"id":"0327884f-8c33-498c-876b-9f9e611d8905","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of","page_number":27,"box":{"x":59,"y":399,"width":840,"height":13}},{"id":"bd177acb-0057-456e-8223-f8de11dfe913","block_type":"box","text":"liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some","page_number":27,"box":{"x":60,"y":414,"width":847,"height":13}},{"id":"df9ac50a-50c6-499a-a817-e7305f3832d5","block_type":"box","text":"foreign exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day","page_number":27,"box":{"x":59,"y":429,"width":822,"height":13}},{"id":"9c3b5244-25c4-4e4a-bcc1-b8bc64cdcec7","block_type":"box","text":"(generally referred to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these","page_number":27,"box":{"x":60,"y":445,"width":852,"height":12}},{"id":"a7b0def9-51f3-4f20-bb2e-d39f2e964b6e","block_type":"box","text":"limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made","page_number":27,"box":{"x":60,"y":460,"width":830,"height":12}},{"id":"7ce4ec08-b01d-424a-bd81-4fb48494322a","block_type":"box","text":"beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of","page_number":27,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"5604539e-6ca9-4a93-9f71-e632e17e2d80","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":27,"box":{"x":59,"y":490,"width":317,"height":12}},{"id":"fdfb899e-f1b8-4dc2-9ede-d5b9a6b1110b","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":27,"box":{"x":59,"y":516,"width":260,"height":13}},{"id":"196e9340-73e8-4587-85ee-226a8444ceff","block_type":"box","text":"The value of a commodity-linked derivative instrument typically is based upon the","page_number":27,"box":{"x":328,"y":516,"width":574,"height":13}},{"id":"98457fe1-5b30-4a58-911a-32413baf90b2","block_type":"box","text":"price movements of a commodity or an economic variable linked to such price movements. Therefore, the value of","page_number":27,"box":{"x":59,"y":531,"width":804,"height":13}},{"id":"7f6890ac-9b17-4dbf-93d5-bfab92f96996","block_type":"box","text":"commodity-linked derivative instruments may be affected by changes in overall economic conditions, in interest rates, or","page_number":27,"box":{"x":59,"y":547,"width":846,"height":12}},{"id":"504b30c4-ecf7-4084-b9eb-742d7b61a3a6","block_type":"box","text":"factors affecting a particular commodity or industry, such as production, disease, climate conditions, supply or demand,","page_number":27,"box":{"x":59,"y":562,"width":839,"height":12}},{"id":"cd175f66-5aa3-4483-bfa2-36c41cf0c009","block_type":"box","text":"politics, geopolitics, changes in international balance of payments and trade, currency devaluations and revaluations, market","page_number":27,"box":{"x":59,"y":577,"width":873,"height":12}},{"id":"f139f429-f8f7-4b3a-b415-24d61d49147b","block_type":"box","text":"liquidity, and economic and regulatory developments. The prices of commodity-related investments may fluctuate quickly","page_number":27,"box":{"x":60,"y":592,"width":854,"height":12}},{"id":"0281d052-adc9-4c33-bae9-7835490c4e15","block_type":"box","text":"and dramatically and may or may not correlate to price movements in other asset classes, such as stocks, bonds and cash. A","page_number":27,"box":{"x":59,"y":607,"width":873,"height":12}},{"id":"5cfa0756-3df9-4339-bb86-d3a60732b22a","block_type":"box","text":"highly liquid secondary market may not exist for certain commodity-linked derivatives, and there can be no assurance that","page_number":27,"box":{"x":60,"y":622,"width":857,"height":13}},{"id":"dced2667-99c5-4b8d-b21f-9c3a78ee7505","block_type":"box","text":"one will develop. Commodity derivatives are subject to the risk that the counterparty to the transaction may default or","page_number":27,"box":{"x":59,"y":637,"width":827,"height":13}},{"id":"45bf73c3-da3b-4073-a6fa-5f06ad511511","block_type":"box","text":"otherwise fail to perform. The Fund’s use of commodity-linked derivatives can result in large amounts of financial leverage.","page_number":27,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"f7f67328-9a44-4e28-985a-d58576875781","block_type":"box","text":"Although the Fund will not borrow money in order to increase the amount of its trading, the low margin deposits normally","page_number":27,"box":{"x":59,"y":668,"width":858,"height":12}},{"id":"bbd1ef1e-07a9-40bc-894b-52d6df463716","block_type":"box","text":"required in futures trading permit a high degree of leverage on the investment itself. Accordingly, a relatively small price","page_number":27,"box":{"x":60,"y":683,"width":834,"height":12}},{"id":"00c88779-1bc4-427f-ad59-1275c9f3e003","block_type":"box","text":"movement in a futures contract may result in immediate and substantial losses to the Fund. Like other leveraged","page_number":27,"box":{"x":60,"y":698,"width":786,"height":12}},{"id":"697fa0a8-7ca0-4e59-bf7c-87b8d281b252","block_type":"box","text":"investments, any trade may result in losses in excess of the amount invested. These factors and events could have a","page_number":27,"box":{"x":60,"y":713,"width":808,"height":12}},{"id":"c33a46a1-2ed4-43b1-ae93-02455a4fa683","block_type":"box","text":"significant negative impact on the Fund.","page_number":27,"box":{"x":59,"y":728,"width":281,"height":12}},{"id":"34ee3e8c-40d7-4ad7-b525-bcf7b272c390","block_type":"box","text":"Currency Risk.","page_number":27,"box":{"x":59,"y":754,"width":104,"height":13}},{"id":"fd75c7b1-e9d4-4c81-ad74-c3da30eb164d","block_type":"box","text":"Because a Fund’s NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency","page_number":27,"box":{"x":173,"y":754,"width":757,"height":13}},{"id":"f3a6c0f7-501e-4570-aa0e-aa7caf222a69","block_type":"box","text":"of a non-U.S. market in which a Fund invests depreciates against the U.S. dollar, even if the local currency value of the Fund’s","page_number":27,"box":{"x":59,"y":770,"width":873,"height":12}},{"id":"36d88a5d-f2c1-4de7-a23d-f0ad86812b63","block_type":"box","text":"holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security","page_number":27,"box":{"x":60,"y":785,"width":808,"height":12}},{"id":"3d8610b4-b646-4a83-8647-58863afc007d","block_type":"box","text":"denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar","page_number":27,"box":{"x":59,"y":800,"width":861,"height":12}},{"id":"1402cbbf-9ae1-4030-934a-37be5242c4f7","block_type":"box","text":"decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is","page_number":27,"box":{"x":59,"y":815,"width":853,"height":12}},{"id":"ba740284-9ae7-42c6-8ecd-19a0741b97fe","block_type":"box","text":"worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for","page_number":27,"box":{"x":59,"y":830,"width":864,"height":12}},{"id":"ea33e36a-2a88-4a69-806a-59c41d69dfdd","block_type":"box","text":"U.S. investors, while a weak U.S. dollar will increase those returns.","page_number":27,"box":{"x":60,"y":845,"width":457,"height":12}},{"id":"0260115d-da38-4f1c-ba61-6c56b482b37a","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":27,"box":{"x":60,"y":872,"width":878,"height":12}},{"id":"66d9284c-ec7c-4312-8ba2-4249036d2e0d","block_type":"box","text":"effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":27,"box":{"x":59,"y":887,"width":847,"height":12}},{"id":"06d1f7c5-b9cd-4587-8e71-4e4e785a8f07","block_type":"box","text":"10","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"4d780de3-60ba-4a47-a972-8566c3cb552c","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. If BFA utilizes foreign exchange","page_number":28,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"994fbba5-d810-412e-b730-9b6fa100805e","block_type":"box","text":"transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange","page_number":28,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"69b2e3d0-cb87-4908-9779-0d849c1ae5e3","block_type":"box","text":"transactions may not serve their intended purpose of improving a Fund’s performance and may lower a Fund’s return. A","page_number":28,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"2ed655f2-4a19-404e-884f-2e794616c8f2","block_type":"box","text":"Fund could experience losses if the value of its currency positions are poorly correlated with its other investments or if it","page_number":28,"box":{"x":60,"y":112,"width":839,"height":12}},{"id":"0004dc6d-6e0c-49d9-b7f6-ff65aa1dafbf","block_type":"box","text":"cannot close out its positions because of an illiquid market. In addition, a Fund could incur transaction costs, including","page_number":28,"box":{"x":59,"y":127,"width":830,"height":12}},{"id":"5773625f-93b5-4f98-9089-c08b00f90eba","block_type":"box","text":"trading commissions, in connection with certain non-U.S. currency transactions.","page_number":28,"box":{"x":59,"y":142,"width":563,"height":13}},{"id":"3bfbc27a-e3ad-460e-80cf-4416d9a5b0e5","block_type":"box","text":"Energy Commodities Risk.","page_number":28,"box":{"x":60,"y":169,"width":187,"height":12}},{"id":"19e41079-c22a-47f3-bdce-dab7b593b826","block_type":"box","text":"Through its exposure to energy commodities, the Fund is subject to the risks of the energy sector","page_number":28,"box":{"x":256,"y":169,"width":683,"height":12}},{"id":"d2c7b469-82cf-4398-a05d-bedf03ae7513","block_type":"box","text":"and companies engaged in energy production and exploration. The energy sector and the price of energy commodity futures","page_number":28,"box":{"x":59,"y":184,"width":876,"height":12}},{"id":"f3a9006e-ef84-4ea4-af47-0b75c1cb359e","block_type":"box","text":"and other instruments may be adversely affected by changes to or trends that affect commodity prices, the imposition of","page_number":28,"box":{"x":59,"y":199,"width":848,"height":12}},{"id":"61f1945c-b983-487a-83b7-08901ef91218","block_type":"box","text":"import and export controls, and government regulations related to environmental protection, health and safety. Energy","page_number":28,"box":{"x":60,"y":214,"width":831,"height":12}},{"id":"2492b38b-7356-4b01-9886-9fb833aa22df","block_type":"box","text":"commodities have had significant price swings in recent years and may experience significant volatility. Energy commodities","page_number":28,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"e1b563e0-0d23-4335-91f7-bd5afa8955af","block_type":"box","text":"may also be subject to control by large producers or purchasers and their prices may fluctuate widely due to supply and","page_number":28,"box":{"x":60,"y":244,"width":837,"height":13}},{"id":"e8b99eaf-6107-478a-a785-cb1599d166a3","block_type":"box","text":"demand. As a result, the price of an energy commodity could decline, which would negatively impact the Fund if it had","page_number":28,"box":{"x":59,"y":259,"width":832,"height":13}},{"id":"128d7f73-0798-4788-912f-77af8ea0d4e4","block_type":"box","text":"exposure to that commodity. In addition, companies in the energy sector and the price of energy commodity futures may be","page_number":28,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"63cceb6b-0e63-43c3-932c-c41301c2abde","block_type":"box","text":"impacted by economic conditions, technological developments, competition from alternative energy sources, and potential","page_number":28,"box":{"x":60,"y":290,"width":861,"height":12}},{"id":"2eaf4602-005b-4f82-bc23-b97b7b39e5a0","block_type":"box","text":"civil liabilities, such as environmental damage claims.","page_number":28,"box":{"x":59,"y":305,"width":371,"height":12}},{"id":"0c9dfc14-480f-4349-8f13-c5b3853b0492","block_type":"box","text":"Illiquid Investments Risk.","page_number":28,"box":{"x":60,"y":331,"width":178,"height":13}},{"id":"9a3a0876-8426-4a2b-b1eb-6a52873b4d61","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":28,"box":{"x":247,"y":331,"width":651,"height":13}},{"id":"08525062-6a7b-4c12-a915-9ee60274275f","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":28,"box":{"x":59,"y":346,"width":856,"height":13}},{"id":"c31d710d-8c53-4fdc-b73b-4bf4ec4306e3","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":28,"box":{"x":60,"y":361,"width":859,"height":13}},{"id":"896b4711-c4f3-4b88-bf58-acc6940734e0","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":28,"box":{"x":59,"y":377,"width":820,"height":12}},{"id":"a257e64e-c138-4316-8dcb-2867e1296b45","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":28,"box":{"x":60,"y":392,"width":817,"height":12}},{"id":"73848591-e438-4855-824f-e0087d7c2470","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":28,"box":{"x":60,"y":407,"width":856,"height":12}},{"id":"8d08d3dc-e4ae-4033-b451-0024ef9708b4","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":28,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"945d5037-cce2-40a2-9b1f-a93ef2e06d4d","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":28,"box":{"x":60,"y":437,"width":790,"height":12}},{"id":"333c1c68-fe9f-4daf-9714-fbd2b24ce08f","block_type":"box","text":"Infectious Illness Risk.","page_number":28,"box":{"x":60,"y":463,"width":158,"height":10}},{"id":"00c48479-d5fb-4fa7-937a-0f98eff60797","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":28,"box":{"x":227,"y":463,"width":708,"height":13}},{"id":"f2497564-c82f-448f-9ae7-12370043c65a","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":28,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"90c10759-c32b-479a-b24b-fca72473d04f","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":28,"box":{"x":59,"y":494,"width":872,"height":12}},{"id":"5c2d152e-d039-42ee-a791-c9f4ac4f1ea2","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":28,"box":{"x":60,"y":509,"width":838,"height":12}},{"id":"2caa608e-8775-4c5b-88b1-dcb59a7d5877","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":28,"box":{"x":59,"y":524,"width":851,"height":12}},{"id":"ade07d69-5f96-41c7-a926-81c82c5880d4","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":28,"box":{"x":59,"y":539,"width":865,"height":12}},{"id":"ab84b042-04db-461d-a5f2-9febeed6c74c","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":28,"box":{"x":59,"y":554,"width":864,"height":13}},{"id":"79fcf1a9-c913-4148-80bb-2c66055ff069","block_type":"box","text":"could be present for an extended period of time.","page_number":28,"box":{"x":59,"y":569,"width":337,"height":13}},{"id":"7822b6ed-ef7e-42f7-bf30-42c47d3d79d7","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":28,"box":{"x":60,"y":596,"width":845,"height":12}},{"id":"8da063fe-89f0-4976-97dd-6c51f6949217","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":28,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"5c7eed6f-56f5-4c7c-b5ab-2e6d0dc5a331","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":28,"box":{"x":59,"y":626,"width":861,"height":12}},{"id":"aa5cbe5a-1deb-42ba-b161-4e34c63be10d","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":28,"box":{"x":59,"y":641,"width":854,"height":12}},{"id":"90fdcf7e-cb7d-454b-8772-b65206906537","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":28,"box":{"x":59,"y":656,"width":832,"height":13}},{"id":"2bb996d8-37e9-45bd-a35a-8f6019d056fa","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":28,"box":{"x":59,"y":671,"width":820,"height":13}},{"id":"98d64333-e1b3-4703-8449-3c651a2139de","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":28,"box":{"x":59,"y":686,"width":846,"height":13}},{"id":"0aa3d8cc-2912-4b2e-b80e-5bf35d8278fa","block_type":"box","text":"investments.","page_number":28,"box":{"x":60,"y":703,"width":87,"height":8}},{"id":"02f6d57e-1436-4db2-9d61-3eb779d90c07","block_type":"box","text":"Investment Companies.","page_number":28,"box":{"x":60,"y":729,"width":168,"height":11}},{"id":"2d3d4ec5-65db-4044-97c6-37c0828c9d5e","block_type":"box","text":"The Fund may invest in the securities of other investment companies (including money market","page_number":28,"box":{"x":237,"y":728,"width":664,"height":12}},{"id":"631a2176-668f-4d32-8fe3-6e8319c7bbea","block_type":"box","text":"funds) to the extent allowed by law. Under the 1940 Act, the Fund’s investment in investment companies is limited to, subject","page_number":28,"box":{"x":59,"y":743,"width":878,"height":12}},{"id":"d8cbc969-e7db-47e9-a4a6-ebe875c8da35","block_type":"box","text":"to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total","page_number":28,"box":{"x":59,"y":758,"width":872,"height":13}},{"id":"03fcbc58-2590-4522-9028-0aa0a647058d","block_type":"box","text":"assets with respect to any one investment company, and (iii) 10% of the Fund’s total assets with respect to investment","page_number":28,"box":{"x":59,"y":773,"width":831,"height":13}},{"id":"82939b54-88e3-4e3a-851d-086553416665","block_type":"box","text":"companies in the aggregate. To the extent allowed by law or regulation, the Fund may invest its assets in securities of","page_number":28,"box":{"x":59,"y":788,"width":822,"height":13}},{"id":"49d52938-193e-40e5-a863-da3814ec9939","block_type":"box","text":"investment companies that are money market funds, including those advised by BFA or otherwise affiliated with BFA, in","page_number":28,"box":{"x":60,"y":804,"width":834,"height":12}},{"id":"a8ab7398-8cd3-41ab-b7bd-fd2f9da04618","block_type":"box","text":"excess of the limits discussed above. Investment companies in which the Fund invests can be expected to incur fees and","page_number":28,"box":{"x":59,"y":819,"width":842,"height":12}},{"id":"73cbb884-0d17-4b01-b692-1fa5f02a369a","block_type":"box","text":"expenses for operations, such as investment advisory and administration fees, that would be in addition to those incurred by","page_number":28,"box":{"x":59,"y":834,"width":872,"height":12}},{"id":"0fb936cd-72a3-4be8-8bbf-7f018e5224fc","block_type":"box","text":"the Fund.","page_number":28,"box":{"x":59,"y":849,"width":65,"height":10}},{"id":"e42a87c8-f37c-4599-a134-b888d5821cdd","block_type":"box","text":"11","page_number":28,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"dc88953b-1a9d-4ff6-b3d6-8c4b73d0a1f6","block_type":"box","text":"Money Market Instruments Risk.","page_number":29,"box":{"x":59,"y":67,"width":235,"height":12}},{"id":"e457e2da-966b-4fc9-9edc-159287226320","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":29,"box":{"x":302,"y":67,"width":629,"height":12}},{"id":"b54c53fd-6234-462c-a558-8e828e6291a1","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":29,"box":{"x":59,"y":82,"width":843,"height":12}},{"id":"0ab34288-c9ef-49a0-a3f0-16b999a3df1d","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":29,"box":{"x":60,"y":97,"width":835,"height":12}},{"id":"0ad58ae4-791c-41ab-aebf-26dc6d5ede67","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":29,"box":{"x":60,"y":112,"width":873,"height":12}},{"id":"069c763a-9605-4c4c-ab25-8c87c0b6c6e9","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":29,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"e9581dd3-9827-48e3-96f5-14f7741eac56","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":29,"box":{"x":59,"y":142,"width":708,"height":13}},{"id":"7a99915b-ca95-4efd-85b0-122e4c91da75","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":29,"box":{"x":60,"y":169,"width":156,"height":9}},{"id":"4858ad66-d486-4902-848b-a4b038a0de40","block_type":"box","text":"Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These","page_number":29,"box":{"x":225,"y":169,"width":701,"height":12}},{"id":"d40576be-c6a9-4d38-96ad-7a238555f7ac","block_type":"box","text":"risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or","page_number":29,"box":{"x":60,"y":184,"width":810,"height":12}},{"id":"81b06b94-a37a-4e0b-b9a5-c150dd8be56f","block_type":"box","text":"confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect","page_number":29,"box":{"x":59,"y":199,"width":868,"height":12}},{"id":"eb2f2231-966c-4a4b-80d0-edf4542a6712","block_type":"box","text":"U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of","page_number":29,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"617920ec-2e47-49d9-b271-6423593b10d5","block_type":"box","text":"international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the","page_number":29,"box":{"x":60,"y":229,"width":862,"height":12}},{"id":"cb81000c-440d-4e18-b1d3-4e2744029967","block_type":"box","text":"Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S.","page_number":29,"box":{"x":60,"y":244,"width":827,"height":13}},{"id":"4aca83b3-765f-432a-a15b-e1fce4cd71c9","block_type":"box","text":"economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product,","page_number":29,"box":{"x":59,"y":259,"width":873,"height":13}},{"id":"061292a4-75f3-4e4a-ab6c-81abef71b46b","block_type":"box","text":"rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political,","page_number":29,"box":{"x":60,"y":274,"width":829,"height":13}},{"id":"62a329bb-0ab6-4779-ae24-7c045c8ce43f","block_type":"box","text":"economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and","page_number":29,"box":{"x":59,"y":290,"width":819,"height":12}},{"id":"dce07410-d089-415f-9996-e3bfa71f0236","block_type":"box","text":"interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S.","page_number":29,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"541c36b7-c4aa-4846-b393-bcaca82d78a6","block_type":"box","text":"issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local","page_number":29,"box":{"x":60,"y":320,"width":830,"height":12}},{"id":"50ee06d9-f7c8-4229-9dc0-766b0d1be0ac","block_type":"box","text":"currency against the U.S. dollar.","page_number":29,"box":{"x":59,"y":335,"width":220,"height":12}},{"id":"e70316e0-7968-467f-b4ed-ff8bcea8b134","block_type":"box","text":"Operational and Technology Risks.","page_number":29,"box":{"x":59,"y":361,"width":251,"height":13}},{"id":"39f73a3e-7b49-4f19-a8a0-7ede60b737aa","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":29,"box":{"x":318,"y":361,"width":594,"height":13}},{"id":"8a98457d-ce00-4245-9960-1d0a35294c40","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":29,"box":{"x":59,"y":377,"width":875,"height":12}},{"id":"7b691263-27b4-4528-9fcd-7932d9225160","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":29,"box":{"x":59,"y":392,"width":864,"height":12}},{"id":"367e9f3e-66ea-409a-bf2b-16df19b8c788","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":29,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"7866ea82-f3b6-478a-9d22-185e4b64671c","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":29,"box":{"x":59,"y":422,"width":876,"height":12}},{"id":"041124cf-cc4a-420c-abf3-3b88b03a1ff6","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":29,"box":{"x":59,"y":437,"width":853,"height":12}},{"id":"debc352d-ae89-4773-9d76-a56ece0268fe","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":29,"box":{"x":59,"y":452,"width":859,"height":12}},{"id":"93030c98-3518-40ee-b557-9a2f2d7c4a59","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":29,"box":{"x":60,"y":467,"width":852,"height":13}},{"id":"e003c7cb-b102-4266-99a2-36c3d95c5bbc","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":29,"box":{"x":60,"y":482,"width":770,"height":13}},{"id":"f05020f4-8a17-4db2-b732-6daef0459e2e","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":29,"box":{"x":59,"y":509,"width":863,"height":12}},{"id":"acceac33-c8ac-4a95-8477-7b74d67fdacf","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":29,"box":{"x":59,"y":524,"width":815,"height":12}},{"id":"bc769891-a1fb-49d8-b7e1-33941377dc4e","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":29,"box":{"x":60,"y":539,"width":807,"height":12}},{"id":"6d55e43c-8490-4a9e-b6e2-29f3dcbbace7","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":29,"box":{"x":59,"y":554,"width":863,"height":13}},{"id":"9da4e615-4219-4e8c-a8b9-c7205bb709ee","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":29,"box":{"x":59,"y":569,"width":798,"height":13}},{"id":"0b399dfe-b3a4-44c9-815f-67af862d02da","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":29,"box":{"x":60,"y":584,"width":815,"height":13}},{"id":"ca01083d-c2fc-44a7-a538-8fc78dee9317","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":29,"box":{"x":59,"y":600,"width":831,"height":12}},{"id":"1fbca8ac-4634-4d70-b2a6-8a0ec3b9c372","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":29,"box":{"x":59,"y":615,"width":874,"height":12}},{"id":"217d6066-2339-4d08-aa9b-8b5640be68c7","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":29,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"d80f913f-b901-42aa-80b5-740d8f16856a","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":29,"box":{"x":60,"y":645,"width":857,"height":12}},{"id":"e5ba8631-5ab8-4d5e-ac24-acc61a168433","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":29,"box":{"x":60,"y":660,"width":863,"height":12}},{"id":"ed3897a5-711b-4483-becb-d8fdcc858bcd","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":29,"box":{"x":59,"y":675,"width":872,"height":12}},{"id":"7709f53b-1314-4831-b421-a04c88ab6395","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":29,"box":{"x":60,"y":690,"width":849,"height":13}},{"id":"efa1fa4c-cd37-4e48-bc33-6bfc2301f3d3","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":29,"box":{"x":60,"y":705,"width":821,"height":13}},{"id":"bfb00cc7-cf72-410a-acee-8118e610d35d","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":29,"box":{"x":60,"y":720,"width":863,"height":13}},{"id":"22349012-7454-4240-8689-30781d2b0ead","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":29,"box":{"x":59,"y":736,"width":838,"height":12}},{"id":"ce944258-82b8-46e5-a57e-75caab160b6c","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":29,"box":{"x":59,"y":751,"width":847,"height":12}},{"id":"6073bc55-6a4d-4945-af36-df45b8ab7119","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":29,"box":{"x":59,"y":766,"width":875,"height":12}},{"id":"c3d55bf1-2404-4944-bcb9-4863370fdd6f","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":29,"box":{"x":59,"y":781,"width":798,"height":12}},{"id":"f0f0ac27-25d8-4be5-9fbf-84d8981daeb1","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":29,"box":{"x":60,"y":796,"width":807,"height":12}},{"id":"6fb27d4c-e8e3-444b-8104-3268be923874","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":29,"box":{"x":59,"y":811,"width":832,"height":13}},{"id":"a7940008-ae38-48fe-9e6d-cb9e9e75fab2","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":29,"box":{"x":59,"y":826,"width":877,"height":13}},{"id":"3bf46c34-94be-4ad0-86ef-6c87036ff071","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":29,"box":{"x":59,"y":841,"width":381,"height":13}},{"id":"46cc4aa7-068d-4109-9124-473be3789ce1","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":29,"box":{"x":59,"y":868,"width":846,"height":12}},{"id":"701f24f4-0940-411e-b2f2-f2b2cd791a34","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":29,"box":{"x":60,"y":883,"width":872,"height":12}},{"id":"499662ce-14d2-4db7-959a-7ac3865ee30c","block_type":"box","text":"12","page_number":29,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"b8791c34-37a7-4c8b-a280-7b54deccc65a","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":30,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"6eec08b1-ea1b-47a6-bc21-0cb1fb5fdc26","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":30,"box":{"x":60,"y":82,"width":836,"height":12}},{"id":"d6177c60-17e5-4c8f-85a9-0580a63b6626","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":30,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"62d336cf-fea0-4e61-9264-26f069dbbdc1","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":30,"box":{"x":59,"y":112,"width":862,"height":12}},{"id":"96642363-0f40-4b9e-b333-c929dc9572c7","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":30,"box":{"x":60,"y":127,"width":864,"height":12}},{"id":"c73747ae-d57d-4c2a-a0e7-ad3779eebe81","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":30,"box":{"x":59,"y":142,"width":824,"height":13}},{"id":"fa961fc8-77d6-449b-85de-bc4d8fc2bcf0","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":30,"box":{"x":60,"y":157,"width":868,"height":13}},{"id":"f3baa424-d09c-4744-beb5-82c4cf0ac341","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":30,"box":{"x":59,"y":172,"width":661,"height":13}},{"id":"539cd4d7-f2b3-4c20-985d-50947ede6090","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":30,"box":{"x":60,"y":199,"width":858,"height":12}},{"id":"36782260-a5d8-4fc4-ab18-56d4189fcd43","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":30,"box":{"x":59,"y":214,"width":852,"height":12}},{"id":"0b2f8c49-6094-4d47-8727-c2fe59f3cb64","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":30,"box":{"x":59,"y":229,"width":807,"height":12}},{"id":"7c95546a-df43-4878-8147-92c1997a11a8","block_type":"box","text":"implement required changes.","page_number":30,"box":{"x":60,"y":244,"width":203,"height":13}},{"id":"87f2b5f3-78fe-4741-ae8f-f20b818541f0","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":30,"box":{"x":60,"y":271,"width":244,"height":12}},{"id":"251b497f-7c6a-40ce-997d-280a54e41a8e","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":30,"box":{"x":312,"y":271,"width":598,"height":12}},{"id":"0536e882-c96c-4e43-8cf5-f03bca38c8b4","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":30,"box":{"x":59,"y":286,"width":839,"height":12}},{"id":"15ca133a-e744-4452-9731-5a95a0772d24","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":30,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"d37a393d-0764-4778-ad95-1df4458ec8a5","block_type":"box","text":"has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD LIBOR settings will","page_number":30,"box":{"x":60,"y":316,"width":835,"height":12}},{"id":"509ee18f-4aa8-46be-adf3-936117a88e4b","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":30,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"8b8395d8-937f-42ab-ade9-be4096c0c2c7","block_type":"box","text":"Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by U.S.","page_number":30,"box":{"x":59,"y":346,"width":862,"height":13}},{"id":"f7af3c34-2da4-468c-b73e-4438fe96311b","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":30,"box":{"x":59,"y":361,"width":871,"height":13}},{"id":"a566bb4e-03ea-413d-8e53-4ac614d9c855","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":30,"box":{"x":59,"y":377,"width":865,"height":12}},{"id":"40eb2fa6-9544-459d-a4a2-1c4db8215a80","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":30,"box":{"x":60,"y":392,"width":565,"height":12}},{"id":"03e7a5e9-0c9d-457c-8a5a-ec11da3915ae","block_type":"box","text":"Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. While some existing LIBOR","page_number":30,"box":{"x":60,"y":418,"width":841,"height":12}},{"id":"c311da96-0ab3-4045-9ff7-de967df442ac","block_type":"box","text":"based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting","page_number":30,"box":{"x":60,"y":433,"width":876,"height":13}},{"id":"591fd328-afa8-46dc-9aa3-1728dab776de","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":30,"box":{"x":60,"y":448,"width":836,"height":13}},{"id":"2809180b-c8de-4c30-a1e2-ad840ffa1d68","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":30,"box":{"x":60,"y":463,"width":843,"height":13}},{"id":"5223da28-9f58-4728-ae9d-df1b3a970675","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":30,"box":{"x":60,"y":479,"width":822,"height":12}},{"id":"880c19fc-db6b-4305-8b30-938fb09f095d","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":30,"box":{"x":60,"y":494,"width":820,"height":12}},{"id":"62c596e6-97f6-4f42-9957-8aea0e0bd9e2","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":30,"box":{"x":59,"y":509,"width":854,"height":12}},{"id":"387c90f5-83f7-4c74-9612-bfaf792f7781","block_type":"box","text":"Fund may have instruments linked to other interbank offered rates that may also cease to be published in the future.","page_number":30,"box":{"x":60,"y":524,"width":812,"height":12}},{"id":"c76c2bed-8750-4522-9d17-e8b98b3551cf","block_type":"box","text":"Risk of Derivatives.","page_number":30,"box":{"x":60,"y":550,"width":135,"height":10}},{"id":"9c137750-4bfa-45eb-b4cc-9999b53eaa59","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":30,"box":{"x":204,"y":550,"width":700,"height":13}},{"id":"958a88a2-2e16-4511-9cd8-73297811daa7","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":30,"box":{"x":60,"y":566,"width":877,"height":12}},{"id":"9280afbd-a5bd-445f-b116-9f59e5824aeb","block_type":"box","text":"such as the S&P 500","page_number":30,"box":{"x":59,"y":581,"width":143,"height":9}},{"id":"5f791958-0ff1-45ef-a28a-dde2ca9a3791","block_type":"box","text":"®","page_number":30,"box":{"x":203,"y":579,"width":9,"height":6}},{"id":"f55c417b-1b54-4efc-ab84-0084b299d384","block_type":"box","text":"or the prime lending rate). The Fund will invest in a combination of exchange-traded commodity","page_number":30,"box":{"x":217,"y":581,"width":677,"height":12}},{"id":"83d54698-fd5c-4c0f-a958-cca61606b688","block_type":"box","text":"futures contracts, exchange-traded options on futures contracts and exchange-cleared swaps. Compared to securities,","page_number":30,"box":{"x":59,"y":596,"width":832,"height":12}},{"id":"be7f4c45-fdba-4203-9791-60d17ba2d977","block_type":"box","text":"derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus the Fund’s","page_number":30,"box":{"x":59,"y":611,"width":866,"height":12}},{"id":"22359cc2-f65e-4d9f-b237-a95fe97b73f1","block_type":"box","text":"losses may be greater if it invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to","page_number":30,"box":{"x":60,"y":626,"width":872,"height":12}},{"id":"a2a05fa1-561a-479b-b903-89060cc2d42b","block_type":"box","text":"counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives","page_number":30,"box":{"x":59,"y":641,"width":875,"height":12}},{"id":"e75d4805-171b-432a-8581-c0e6df6ac3f6","block_type":"box","text":"generally involve the incurrence of leverage.","page_number":30,"box":{"x":59,"y":656,"width":305,"height":13}},{"id":"142b5f5f-e796-441c-bcab-a8f07a392513","block_type":"box","text":"When a derivative is used as a hedge against a position that the Fund holds or is committed to purchase, any loss generated","page_number":30,"box":{"x":59,"y":683,"width":868,"height":12}},{"id":"ec1359fe-2078-4abc-9733-e14c2eeb5584","block_type":"box","text":"by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging","page_number":30,"box":{"x":60,"y":698,"width":856,"height":12}},{"id":"4b97b3a4-2ffc-4236-8682-40b834658f10","block_type":"box","text":"can reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are","page_number":30,"box":{"x":59,"y":713,"width":853,"height":12}},{"id":"dadbbf3d-75af-4f00-88e8-9be280560244","block_type":"box","text":"not offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject","page_number":30,"box":{"x":60,"y":728,"width":872,"height":12}},{"id":"dd3000be-9444-489e-b92f-21351c97ecce","block_type":"box","text":"to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s","page_number":30,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"ec7cc365-18dc-4989-a988-05b15f903492","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":30,"box":{"x":60,"y":758,"width":557,"height":13}},{"id":"678470ad-452c-4770-aada-2cdf10ab7bf2","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":30,"box":{"x":60,"y":785,"width":381,"height":12}},{"id":"b3c707b1-7c2b-4c3c-85d3-0e170b85a44e","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":30,"box":{"x":450,"y":785,"width":433,"height":12}},{"id":"a8198853-6fc1-49d0-b11d-fdb1da519606","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":30,"box":{"x":59,"y":800,"width":859,"height":12}},{"id":"8c3d780e-34e3-4be3-9d7d-1afb70dac923","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While the Fund plans to utilize futures","page_number":30,"box":{"x":59,"y":815,"width":819,"height":12}},{"id":"5e19d8d4-cdc3-4310-8f57-ce97d6bc197e","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":30,"box":{"x":59,"y":830,"width":821,"height":12}},{"id":"03fbd137-357c-4d1d-8e34-e0514cd010e9","block_type":"box","text":"contract at a specified time. In the event of adverse price movements, the Fund would continue to be required to make daily","page_number":30,"box":{"x":59,"y":845,"width":868,"height":13}},{"id":"acdf8bb5-7299-46c4-ad91-66c7b8103805","block_type":"box","text":"13","page_number":30,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"a05b8499-06e8-4ff9-bc58-2cc3a86b8494","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell","page_number":31,"box":{"x":59,"y":67,"width":822,"height":12}},{"id":"77f37f9a-8776-4372-9f79-f582f2c92e07","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund","page_number":31,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"cc6eeb97-d5fc-44cd-8c85-1f700164a91b","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":31,"box":{"x":60,"y":97,"width":605,"height":12}},{"id":"cb0967d8-2a31-4959-a397-33c1ca6100bd","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered bond index","page_number":31,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"2d6e3c2a-0ea4-4da8-b703-0ab636e36e5c","block_type":"box","text":"futures contracts) is potentially unlimited. The Fund does not plan to use futures and options contracts in this way. The risk","page_number":31,"box":{"x":59,"y":138,"width":864,"height":13}},{"id":"e651a4b8-7176-4638-95ad-641e8d21e971","block_type":"box","text":"of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":31,"box":{"x":59,"y":154,"width":851,"height":12}},{"id":"dd2036cf-1f4e-4972-a85e-92434f844d97","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":31,"box":{"x":60,"y":169,"width":842,"height":12}},{"id":"6d16eacc-a5ac-46f8-b929-718ccf1f648c","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":31,"box":{"x":60,"y":184,"width":330,"height":12}},{"id":"0fe992a1-5d32-4e3f-865a-eac7077cb16f","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of loss by the Fund of margin deposits in the event","page_number":31,"box":{"x":60,"y":210,"width":866,"height":13}},{"id":"2e8e1996-d50a-4e81-a91e-9f30d634a6b9","block_type":"box","text":"of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option. The purchase of put or","page_number":31,"box":{"x":59,"y":225,"width":877,"height":13}},{"id":"26f46d9d-8c3c-45d1-9214-58655f209609","block_type":"box","text":"call options will be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.","page_number":31,"box":{"x":59,"y":240,"width":848,"height":13}},{"id":"a8b6b1d6-0fb6-4e72-9d8d-7058842c3903","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":31,"box":{"x":60,"y":267,"width":809,"height":12}},{"id":"c64991de-502f-4100-9174-d1a57297fd23","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":31,"box":{"x":60,"y":282,"width":844,"height":12}},{"id":"906c26f3-f6ea-43f9-a67e-bbc87167317c","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":31,"box":{"x":59,"y":297,"width":863,"height":13}},{"id":"e66484bf-1050-41c3-ba98-e612fcbffee8","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":31,"box":{"x":60,"y":312,"width":815,"height":13}},{"id":"c05aae2b-b756-47f8-841d-5471f90c2235","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":31,"box":{"x":59,"y":327,"width":859,"height":13}},{"id":"130851e6-475c-44c4-94d1-bff89b12d6c8","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":31,"box":{"x":59,"y":343,"width":840,"height":12}},{"id":"2b3a97d3-13d3-454e-abed-aae354cbab87","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":31,"box":{"x":60,"y":358,"width":869,"height":12}},{"id":"54aa4aea-e559-4e91-a5cb-c2eae64790cb","block_type":"box","text":"futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be","page_number":31,"box":{"x":59,"y":373,"width":870,"height":12}},{"id":"c96e03c6-2cb4-4e51-bf8f-bc7d9baaa798","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":31,"box":{"x":60,"y":388,"width":405,"height":12}},{"id":"5f08fb60-0d01-46e6-836c-d2d687e54c3f","block_type":"box","text":"Risk of Swap Agreements.","page_number":31,"box":{"x":60,"y":414,"width":186,"height":13}},{"id":"0610842b-37e5-4709-b70f-ea5c4d5dea08","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":31,"box":{"x":255,"y":414,"width":665,"height":13}},{"id":"4ad39416-b7c9-497a-997d-d628c0ca0ae3","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":31,"box":{"x":60,"y":429,"width":862,"height":13}},{"id":"234c56d3-ceff-4058-938b-8e9d0986cedd","block_type":"box","text":"its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":31,"box":{"x":60,"y":445,"width":839,"height":12}},{"id":"89d2e4e1-fae4-4063-9b76-d479bd4f6834","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":31,"box":{"x":59,"y":460,"width":878,"height":12}},{"id":"c7e06c71-7dde-48a7-b550-5774e10df731","block_type":"box","text":"a creditor (","page_number":31,"box":{"x":59,"y":475,"width":76,"height":12}},{"id":"aaeddfda-9d0a-406e-afae-b8c2adadfb96","block_type":"box","text":"e.g.","page_number":31,"box":{"x":136,"y":478,"width":23,"height":9}},{"id":"830a9ef2-a486-44ba-85c3-e3f3a9dbdcc6","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":31,"box":{"x":161,"y":475,"width":684,"height":12}},{"id":"30d867e4-b09c-4c1b-b5bb-2bc2708ef661","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":31,"box":{"x":59,"y":501,"width":863,"height":13}},{"id":"c5fd66c8-9bc8-4587-bd2c-cf05c4f824d2","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for the Fund’s investment in","page_number":31,"box":{"x":60,"y":516,"width":838,"height":13}},{"id":"f5166ba9-e98a-44a4-a5f3-a6335defff9f","block_type":"box","text":"swaps.","page_number":31,"box":{"x":59,"y":535,"width":47,"height":9}},{"id":"3e4e7b6e-9014-45ad-a7dd-b8794577e593","block_type":"box","text":"Central clearing is expected to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap","page_number":31,"box":{"x":59,"y":558,"width":875,"height":12}},{"id":"ff007f30-15c1-4680-8768-fba785386fc4","block_type":"box","text":"transactions risk-free. Swaps entered into by the Fund through its Subsidiary are not expected to be centrally cleared and","page_number":31,"box":{"x":59,"y":573,"width":847,"height":12}},{"id":"288a084e-b676-499a-9cc9-6b2789d95489","block_type":"box","text":"thus will expose the Fund to counter-party default risk and illiquidity risk, as liquidity depends on the willingness of","page_number":31,"box":{"x":59,"y":588,"width":806,"height":13}},{"id":"74bb742f-0f2e-43ad-b7e7-2730f373f55c","block_type":"box","text":"counterparties to enter into, and the ability of counterparties to hedge the risks of, such contracts.","page_number":31,"box":{"x":59,"y":603,"width":686,"height":13}},{"id":"ae49f13e-b008-430c-bed6-ab3e1c504744","block_type":"box","text":"Valuation Risk.","page_number":31,"box":{"x":59,"y":630,"width":106,"height":10}},{"id":"5793be68-832c-412e-bc56-8b813ac3ea14","block_type":"box","text":"In certain circumstances, the Fund’s securities may be valued using techniques other than market","page_number":31,"box":{"x":175,"y":630,"width":684,"height":12}},{"id":"51c6630c-bcce-41c9-85b1-4ab7d71353fc","block_type":"box","text":"quotations. The value established for a security may be different from what would be produced through the use of another","page_number":31,"box":{"x":59,"y":645,"width":860,"height":12}},{"id":"8fccd161-fa06-4345-935b-650676e9664a","block_type":"box","text":"methodology or if the value had been priced using market quotations. Securities that are valued using methods other than","page_number":31,"box":{"x":60,"y":660,"width":856,"height":12}},{"id":"da5bcfcb-4db4-4318-8fd3-250eeadee97b","block_type":"box","text":"market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the","page_number":31,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"63a79ad8-8970-4b01-a4c4-7b7d6fd0f035","block_type":"box","text":"next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a","page_number":31,"box":{"x":60,"y":690,"width":840,"height":13}},{"id":"34751c77-2dd4-4e4b-9e9a-3625fdd6205f","block_type":"box","text":"security for the value established for it at any time, and it is possible that the Fund could incur a loss if a security is sold for","page_number":31,"box":{"x":59,"y":705,"width":856,"height":13}},{"id":"11476c1c-3521-44ad-89e2-4d2fef41ffa6","block_type":"box","text":"less than its established value.","page_number":31,"box":{"x":60,"y":720,"width":209,"height":10}},{"id":"b29063ab-8c09-4177-8d4a-6c753075b3f9","block_type":"box","text":"Risk of Investing in Australasia.","page_number":31,"box":{"x":60,"y":747,"width":224,"height":12}},{"id":"2e87df55-10fc-4383-a818-76a39fd32459","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":31,"box":{"x":293,"y":747,"width":637,"height":12}},{"id":"c6dbf47a-fa36-4eea-8003-46173ccf1ffe","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":31,"box":{"x":59,"y":762,"width":832,"height":12}},{"id":"b961ca4c-5ee8-4154-b8f3-9b5d04b4288b","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":31,"box":{"x":59,"y":777,"width":805,"height":13}},{"id":"aa954404-181b-4d6b-b461-e182c0db99b4","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":31,"box":{"x":60,"y":792,"width":863,"height":13}},{"id":"5abd3af2-07db-47f2-b982-74d588e316a5","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":31,"box":{"x":59,"y":807,"width":842,"height":13}},{"id":"fc649cd9-aa60-47e5-9c4b-e3dc06a294b9","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by the Fund. The economies of Australia and New Zealand","page_number":31,"box":{"x":59,"y":823,"width":866,"height":12}},{"id":"bb5d1f5d-3ff3-48b3-b517-d9571cc24a32","block_type":"box","text":"are dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or","page_number":31,"box":{"x":59,"y":838,"width":865,"height":12}},{"id":"3acb4967-51fe-4922-8034-60a89041e92b","block_type":"box","text":"in other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":31,"box":{"x":60,"y":853,"width":834,"height":12}},{"id":"a4521af3-3e47-48c5-8ef7-cf37b29e3016","block_type":"box","text":"14","page_number":31,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"ab540d94-2a45-4435-9f6f-b17b8efe1c9b","block_type":"box","text":"Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":32,"box":{"x":59,"y":67,"width":805,"height":12}},{"id":"b82c28a1-eaa8-42e0-b54b-8dcbf53cb18b","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":32,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"2248bb2b-84c0-4a79-b741-d3ef37975cd9","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which the Fund has exposure.","page_number":32,"box":{"x":59,"y":97,"width":746,"height":12}},{"id":"57582b9a-e0e6-4248-9b6b-f9e172e77487","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":32,"box":{"x":60,"y":123,"width":294,"height":13}},{"id":"b621a059-c58a-41c6-a19d-646ccf3083e5","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":32,"box":{"x":364,"y":123,"width":544,"height":13}},{"id":"dc6b3060-6698-4b57-8036-c7c1a6b001de","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":32,"box":{"x":59,"y":138,"width":585,"height":13}},{"id":"d951f9e4-74c3-4350-881e-44c8f058ab49","block_type":"box","text":"e.g.","page_number":32,"box":{"x":646,"y":141,"width":22,"height":10}},{"id":"0a5d9873-3127-4ac0-a606-57fa77caf152","block_type":"box","text":", the financial services sector) as the","page_number":32,"box":{"x":670,"y":138,"width":253,"height":13}},{"id":"7d50c022-a22c-4662-ad68-a0b220c3b235","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":32,"box":{"x":59,"y":154,"width":879,"height":12}},{"id":"c79dbb81-4518-4909-a08c-dbe0e1308ea9","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":32,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"9efaaf61-42ff-4bae-b2da-cc743ccbc62a","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":32,"box":{"x":59,"y":184,"width":798,"height":12}},{"id":"1a96d396-b93e-44f9-b2ac-761fca92dd98","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":32,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"118c7c74-f498-469f-af46-5d5335eb63cb","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":32,"box":{"x":59,"y":214,"width":848,"height":12}},{"id":"0a7f134c-07b3-4af3-8903-eca63c25a852","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":32,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"f6102522-606f-43b9-a830-3ad82d0f3a92","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":32,"box":{"x":59,"y":244,"width":829,"height":13}},{"id":"53749bfc-a856-41eb-98d4-9e8ab41d0f60","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":32,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"7a64ce16-f329-4893-a2e1-393b713433b4","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":32,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"ed0ef622-ff1a-48ef-ad02-3ff9690ca4c5","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":32,"box":{"x":59,"y":290,"width":855,"height":12}},{"id":"fb319a6b-2445-4327-abb2-dd05f817a9ee","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":32,"box":{"x":60,"y":305,"width":864,"height":12}},{"id":"b8e1e15a-939d-4b8b-a27d-e98ce43895f0","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":32,"box":{"x":59,"y":320,"width":833,"height":12}},{"id":"2727ab9a-56b4-47eb-81df-67144496072b","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":32,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"9711e2f6-5e62-4136-b794-40db9cfa2a20","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":32,"box":{"x":60,"y":350,"width":834,"height":12}},{"id":"0c7c1a84-f7b1-4bd3-b9d2-ef4804dcb771","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":32,"box":{"x":59,"y":365,"width":848,"height":13}},{"id":"751a624c-c67c-449a-b0cf-105fb856be8e","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":32,"box":{"x":59,"y":380,"width":812,"height":13}},{"id":"8a815b1f-a31b-4ee7-a16b-a5b8059ff315","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":32,"box":{"x":59,"y":395,"width":861,"height":13}},{"id":"84082ec0-8242-4de9-9512-00573b3d3cd5","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":32,"box":{"x":59,"y":411,"width":819,"height":12}},{"id":"252b404f-d9aa-4310-be28-e97a423c9c3a","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":32,"box":{"x":59,"y":426,"width":862,"height":12}},{"id":"d35374f3-3b69-46ac-a849-75657133f5d5","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":32,"box":{"x":59,"y":441,"width":856,"height":12}},{"id":"5d15a5d0-d219-4fb6-bd16-4f2c5b536f45","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":32,"box":{"x":60,"y":456,"width":545,"height":12}},{"id":"f6daff5b-7576-4ab3-a9ed-ec15e7966cd6","block_type":"box","text":"Risk of Investing in Europe.","page_number":32,"box":{"x":60,"y":482,"width":194,"height":13}},{"id":"334d1f41-6c1b-4afe-be9b-a10ead5d19df","block_type":"box","text":"Investing in European countries exposes the Fund to the economic and political risks associated","page_number":32,"box":{"x":264,"y":482,"width":671,"height":13}},{"id":"4ae32c44-8dab-4081-9cf5-638f02f334b8","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":32,"box":{"x":59,"y":497,"width":837,"height":13}},{"id":"e51107ae-43f0-45de-ab84-4e8586a97d29","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":32,"box":{"x":59,"y":513,"width":865,"height":12}},{"id":"0eb595ba-6f33-42a1-a526-9533fbc4a4ec","block_type":"box","text":"on other European countries. The Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":32,"box":{"x":59,"y":528,"width":838,"height":12}},{"id":"456f6513-cefb-45e2-b62c-ab2e6edad9f4","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":32,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"1bcb1fd6-d0c4-4ab6-a284-d82e637173e4","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":32,"box":{"x":60,"y":558,"width":824,"height":12}},{"id":"17a7b183-4d99-45c3-8370-7a00f9dc4b0f","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":32,"box":{"x":59,"y":573,"width":852,"height":12}},{"id":"20bd22f4-910b-4e31-ac48-2259d0a2ed4e","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":32,"box":{"x":60,"y":588,"width":822,"height":13}},{"id":"fa9e6081-c3b6-4238-a5b0-c8c1b51f8e52","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":32,"box":{"x":59,"y":603,"width":858,"height":13}},{"id":"b81e75a2-8816-4830-87ec-7fb95711b728","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":32,"box":{"x":59,"y":618,"width":873,"height":13}},{"id":"20036c2c-77f8-4c1d-9c65-e116b11b1b76","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":32,"box":{"x":59,"y":634,"width":835,"height":12}},{"id":"ae89e9a2-0c82-4a7f-9cb5-f7701ac2d939","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":32,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"cabc2088-28d8-4d0b-b1b6-4710c44e845d","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":32,"box":{"x":59,"y":664,"width":803,"height":12}},{"id":"a85e8ac2-ca14-4c63-bc4e-b5940242b0e7","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":32,"box":{"x":59,"y":690,"width":870,"height":13}},{"id":"b79c4b50-97c7-4eb2-8e9d-34a173e9cb9d","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":32,"box":{"x":59,"y":705,"width":832,"height":13}},{"id":"363662d2-4f47-4acd-b42f-4fd083b13954","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":32,"box":{"x":59,"y":720,"width":851,"height":13}},{"id":"bdc35202-240a-439c-af45-c82de374abba","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":32,"box":{"x":60,"y":736,"width":812,"height":12}},{"id":"f50722e7-7182-4f52-82c0-029b95f8ef6b","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":32,"box":{"x":59,"y":751,"width":814,"height":12}},{"id":"cd5fe957-5a78-4434-b6ef-7ac40ee49b04","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments. A","page_number":32,"box":{"x":60,"y":766,"width":832,"height":12}},{"id":"34afea79-758c-48b8-8fca-c7ccd91034ad","block_type":"box","text":"default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of","page_number":32,"box":{"x":59,"y":781,"width":859,"height":12}},{"id":"addacc50-25cd-43a6-898c-036bf2f2280a","block_type":"box","text":"credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed","page_number":32,"box":{"x":59,"y":796,"width":839,"height":12}},{"id":"938ba1a9-c9a8-4b22-b627-a07bbad06ac4","block_type":"box","text":"above. In addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely","page_number":32,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"b5567c0c-8576-41f4-b8ae-3af9fcd9ba95","block_type":"box","text":"affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in","page_number":32,"box":{"x":59,"y":826,"width":862,"height":13}},{"id":"97f68f72-4e77-4f03-b7bb-9919a4a3c6f0","block_type":"box","text":"Europe, including countries that do not use the euro and non-EU member states. Responses to the financial problems by","page_number":32,"box":{"x":60,"y":841,"width":844,"height":13}},{"id":"9127d240-2e7d-488a-9c33-097b3b4d1ca7","block_type":"box","text":"European governments, central banks and others, including austerity measures and reforms, may not produce the desired","page_number":32,"box":{"x":60,"y":857,"width":853,"height":12}},{"id":"b17385fe-9a6b-478c-8562-6b66271fd3de","block_type":"box","text":"results, may result in social unrest and may limit future growth and economic recovery or have other unintended","page_number":32,"box":{"x":60,"y":872,"width":787,"height":12}},{"id":"cb4b190e-e655-416f-afe0-feb4010da993","block_type":"box","text":"consequences. Further defaults or restructurings by governments and other entities of their debt could have additional","page_number":32,"box":{"x":59,"y":887,"width":830,"height":12}},{"id":"5dd0cb1f-f317-4cd0-b2ca-cf053ffae9a4","block_type":"box","text":"15","page_number":32,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"c51f25d5-3b68-4448-9cab-615d18efe120","block_type":"box","text":"adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries","page_number":33,"box":{"x":59,"y":67,"width":855,"height":11}},{"id":"6d8dba85-9588-4372-918d-f7dacba1bed6","block_type":"box","text":"may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly","page_number":33,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"2951a4be-e05d-4a2c-be1b-ce87bcafff4f","block_type":"box","text":"fashion, is not clear but could be significant and far-reaching and could adversely impact the value of the Fund’s investments","page_number":33,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"52054410-034f-4aa4-9152-2bbeff510206","block_type":"box","text":"in the region.","page_number":33,"box":{"x":60,"y":112,"width":90,"height":12}},{"id":"f00317d3-c148-4e0b-9b6d-bd555f508795","block_type":"box","text":"The United Kingdom (the “U.K.”) left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or","page_number":33,"box":{"x":59,"y":138,"width":812,"height":13}},{"id":"885581ca-d112-40c6-b9a0-03449f0e60f5","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":33,"box":{"x":59,"y":154,"width":802,"height":12}},{"id":"853406fe-2803-401c-887a-0dffd810a1f2","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":33,"box":{"x":60,"y":169,"width":381,"height":12}},{"id":"f45c9893-07c4-40ed-88d6-d2ab9ae5e6e5","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":195,"width":864,"height":12}},{"id":"7a07b659-5a77-4c58-876c-35522d4b1106","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":210,"width":849,"height":13}},{"id":"f5a79160-3e46-4304-89b0-6b5c6cd7f341","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":225,"width":872,"height":13}},{"id":"fc3cc7c1-f0c9-4ec2-9f3e-7cd36d1cfbdf","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":240,"width":819,"height":13}},{"id":"cb19cbbf-afcc-4624-86e5-0ab2192d5d96","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":256,"width":845,"height":12}},{"id":"7e0ab4c4-b8a1-4ba4-a388-05277c3952ef","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":271,"width":873,"height":12}},{"id":"3aa1d043-bc5a-4fdd-9897-28db2303f3cf","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":286,"width":875,"height":12}},{"id":"7ec0ccc9-9033-4a11-bcc3-312971d93313","block_type":"box","text":"the value and liquidity of the Fund’s investments.","page_number":33,"box":{"x":59,"y":301,"width":342,"height":12}},{"id":"3a0ac975-7c81-483a-ae3e-2868e25b9f32","block_type":"box","text":"Russian Invasion of Ukraine","page_number":33,"box":{"x":59,"y":327,"width":191,"height":12}},{"id":"11153391-d51b-4297-b43b-85d34c0d9747","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":327,"width":681,"height":13}},{"id":"336dff45-257b-49cb-9c25-44022662b660","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":343,"width":870,"height":12}},{"id":"712756a1-dd44-48f5-8ede-5133e6d40371","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":358,"width":879,"height":12}},{"id":"33030abe-eeef-4cc2-a729-43c4b5692764","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":373,"width":869,"height":12}},{"id":"1678f247-b867-4afd-8eae-9dcb6fd058fc","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":33,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"628893b5-2f7f-4704-a54a-e453f411ef75","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":33,"box":{"x":59,"y":403,"width":863,"height":12}},{"id":"1082993d-825c-48c5-bed0-73580c9db4de","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which the Fund invests, or the","page_number":33,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"18b14f0e-c9d1-474a-835d-2595fbe98678","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":33,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"cf65373d-b0ba-4041-ba37-8a18265c4488","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":33,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"da922b14-37fb-4897-86a9-68494f5b4a46","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":33,"box":{"x":60,"y":463,"width":467,"height":13}},{"id":"79c86a26-953d-4abb-ae06-ed49bc2db0ae","block_type":"box","text":"Risk of Investing in Gold.","page_number":33,"box":{"x":60,"y":490,"width":177,"height":12}},{"id":"62b4c457-f4e1-4731-ba86-0fef90a88f86","block_type":"box","text":"The Fund’s portfolio may be adversely affected by changes or trends in the price of gold. Exposure","page_number":33,"box":{"x":245,"y":490,"width":687,"height":12}},{"id":"584f9e77-e35f-4d04-a4fb-f8da23c93f3e","block_type":"box","text":"to the gold market may subject the Fund to greater volatility than investments in traditional securities. The price of gold and","page_number":33,"box":{"x":59,"y":505,"width":867,"height":12}},{"id":"d6a7caad-aaee-4c60-9882-25312442a689","block_type":"box","text":"of gold-related instruments historically has been volatile. Similar future market conditions may result in rapid and substantial","page_number":33,"box":{"x":59,"y":520,"width":873,"height":12}},{"id":"4fe8f777-f56f-48fe-979a-145d8bcc1c74","block_type":"box","text":"valuation increases or decreases in the Fund’s holdings.","page_number":33,"box":{"x":59,"y":535,"width":388,"height":13}},{"id":"5af9d109-cb1e-422d-a885-a90b5adc32ad","block_type":"box","text":"Factors that may cause a change in the price of gold, include, among other things:","page_number":33,"box":{"x":60,"y":562,"width":575,"height":12}},{"id":"55067f14-0d36-4549-a365-e66163f3d49a","block_type":"box","text":"• The strength of the U.S. dollar. Because the price of gold is generally inversely related to the value of the U.S. dollar, a","page_number":33,"box":{"x":59,"y":582,"width":846,"height":12}},{"id":"30e76408-0df2-400b-8109-05ee47e0f3a8","block_type":"box","text":"stronger U.S. dollar tends to keep the price of gold lower and more controlled, while a weaker U.S. dollar is likely to drive","page_number":33,"box":{"x":92,"y":597,"width":838,"height":12}},{"id":"a767101a-85d7-4855-9e0a-f1bb1a564921","block_type":"box","text":"the price of gold higher. During times of economic uncertainty and when the dollar is weak, investments in gold tend to","page_number":33,"box":{"x":91,"y":612,"width":838,"height":12}},{"id":"e2951d23-5519-4297-875b-31243196b0d8","block_type":"box","text":"increase.","page_number":33,"box":{"x":92,"y":628,"width":60,"height":9}},{"id":"6f6d7c84-2bc3-48b2-a2dc-a2a299991e2f","block_type":"box","text":"• Large sales, including those by governments, central banks and related institutions, which own a significant portion of","page_number":33,"box":{"x":59,"y":647,"width":861,"height":13}},{"id":"c2973379-b3ba-4d66-a153-22b746c680fb","block_type":"box","text":"the aggregate world holdings in gold. If one or more of these institutions decide to sell in amounts large enough to","page_number":33,"box":{"x":91,"y":663,"width":804,"height":12}},{"id":"0089162a-6ded-40f6-ac6b-168b71717279","block_type":"box","text":"cause a decline in world gold prices, the performance of the Fund may be adversely affected.","page_number":33,"box":{"x":92,"y":678,"width":648,"height":12}},{"id":"410c7d10-5321-4b68-94b8-4c8add2d7c40","block_type":"box","text":"• Changes in the supply and demand of goods or services of large users of gold. For example, as demand for consumer","page_number":33,"box":{"x":59,"y":698,"width":855,"height":12}},{"id":"dc86d3eb-c1d9-4281-b40f-eb5ce47d8328","block_type":"box","text":"goods such as jewelry and electronics increases, the price of gold can rise.","page_number":33,"box":{"x":92,"y":713,"width":518,"height":12}},{"id":"72f4680a-9f08-4604-9f10-3882e79bced3","block_type":"box","text":"• A significant increase in gold hedging activity by gold producers. 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(","page_number":35,"box":{"x":92,"y":451,"width":641,"height":12}},{"id":"a54423d2-55f7-49c9-b68e-43d652db7882","block_type":"box","text":"i.e.","page_number":35,"box":{"x":735,"y":452,"width":17,"height":9}},{"id":"ffa1482c-8fa3-474a-80c0-f052958dabaa","block_type":"box","text":", fund administrator,","page_number":35,"box":{"x":754,"y":451,"width":141,"height":11}},{"id":"78da98ef-4586-4ba4-99e8-103473770477","block_type":"box","text":"custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with","page_number":35,"box":{"x":92,"y":466,"width":845,"height":12}},{"id":"cf43ad3e-7409-473e-9b1f-bbeb1851b39a","block_type":"box","text":"such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with","page_number":35,"box":{"x":92,"y":481,"width":810,"height":12}},{"id":"977f35a0-e6c7-4acf-a41b-2f777632109b","block_type":"box","text":"applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities","page_number":35,"box":{"x":92,"y":496,"width":816,"height":13}},{"id":"dc65c2ca-3334-45bf-91e2-e7b9db037baf","block_type":"box","text":"laws and regulations thereunder.","page_number":35,"box":{"x":92,"y":511,"width":227,"height":13}},{"id":"9e5734df-7546-4b29-b104-d566716322c6","block_type":"box","text":"•","page_number":35,"box":{"x":59,"y":535,"width":4,"height":3}},{"id":"6b6680b7-046e-435f-9c8f-b4a035cfe556","block_type":"box","text":"Liquidity Metrics:","page_number":35,"box":{"x":92,"y":531,"width":124,"height":13}},{"id":"22541a83-eb79-470d-b103-7f97ebbc2b06","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":35,"box":{"x":222,"y":531,"width":667,"height":13}},{"id":"3b648837-412d-4f0f-a848-7c4e08181017","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":35,"box":{"x":92,"y":547,"width":782,"height":12}},{"id":"f0764346-d215-4907-bca3-768b4a980a41","block_type":"box","text":"liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a","page_number":35,"box":{"x":92,"y":562,"width":815,"height":12}},{"id":"61612bb3-4044-4c5d-a81b-c4fbcb39c563","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":35,"box":{"x":92,"y":577,"width":832,"height":12}},{"id":"a7388de4-c091-4e50-8716-83220fb9e734","block_type":"box","text":"metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not","page_number":35,"box":{"x":92,"y":592,"width":815,"height":12}},{"id":"bf791494-2c87-4a43-918f-0e4d29729187","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":35,"box":{"x":92,"y":607,"width":814,"height":12}},{"id":"21fb1a41-41a2-45fa-b55c-ce2fb77a3541","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":35,"box":{"x":92,"y":622,"width":841,"height":13}},{"id":"820511da-6fc8-4e4a-a89d-3c15a906067b","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":35,"box":{"x":92,"y":637,"width":792,"height":13}},{"id":"0e9d5f45-945f-4873-adf4-7ceb9da42e4d","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":35,"box":{"x":92,"y":652,"width":814,"height":13}},{"id":"7177c3c1-c7e9-41d2-a74c-abf90480685f","block_type":"box","text":"party.","page_number":35,"box":{"x":92,"y":669,"width":37,"height":11}},{"id":"365f6815-b401-42f8-918a-6aded02a14a4","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":35,"box":{"x":59,"y":694,"width":862,"height":12}},{"id":"50f059d9-f5fc-457a-b442-eab2aeace37e","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":35,"box":{"x":59,"y":709,"width":873,"height":12}},{"id":"ddb86f89-d232-40dd-ae34-8e9a314fe4c0","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":35,"box":{"x":59,"y":724,"width":634,"height":13}},{"id":"ec57cf7d-7328-4c26-8ed9-ac4ca7fb6d5a","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":35,"box":{"x":60,"y":755,"width":822,"height":30}},{"id":"19f30f4b-d8aa-490a-956e-7121055db351","block_type":"box","text":"Index","page_number":35,"box":{"x":62,"y":785,"width":89,"height":23}},{"id":"a4727082-34b9-4aec-9fd4-9fd5c1bfecec","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":35,"box":{"x":59,"y":826,"width":441,"height":13}},{"id":"f75418e2-d038-449c-80f7-4857c71fb636","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable","page_number":35,"box":{"x":59,"y":853,"width":870,"height":12}},{"id":"69161c0f-3437-4e48-9df6-ba2daa30560f","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":35,"box":{"x":60,"y":868,"width":837,"height":12}},{"id":"d655e023-2dd4-436c-9b40-a475e684f446","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":35,"box":{"x":60,"y":883,"width":877,"height":12}},{"id":"ff9cb01e-deb8-4a9d-9ab0-13bda47c3950","block_type":"box","text":"18","page_number":35,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"bce7ee9b-fd10-445c-8e48-ea2231feeabc","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":36,"box":{"x":60,"y":67,"width":870,"height":12}},{"id":"704dedc8-15f6-4c70-9d53-96c9bf65c2ec","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":36,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"a86366c9-ebee-40ea-9d2d-a3e628f1ef5f","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":36,"box":{"x":60,"y":97,"width":857,"height":12}},{"id":"9a8dcdc1-6f14-44ec-a93e-52bdd4aa64f0","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":36,"box":{"x":59,"y":112,"width":864,"height":12}},{"id":"a9e47dbf-56ad-4279-9575-563eac7e8abf","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":36,"box":{"x":59,"y":127,"width":829,"height":12}},{"id":"7e7c836a-564b-4666-a48c-b1c4746d749f","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":36,"box":{"x":59,"y":142,"width":583,"height":13}},{"id":"0fc57bca-07bd-4084-b28d-82b68c4de37f","block_type":"box","text":"ICE Clean Energy Transition Metals Index","page_number":36,"box":{"x":60,"y":169,"width":296,"height":12}},{"id":"8278c096-c76a-431f-b7fe-e7bf83354396","block_type":"box","text":"Number of Components: approximately 7 (reviewed annually)","page_number":36,"box":{"x":60,"y":195,"width":447,"height":12}},{"id":"0245267c-fb22-44c8-a530-d7f4df3af3a6","block_type":"box","text":"Index Description.","page_number":36,"box":{"x":60,"y":222,"width":130,"height":12}},{"id":"77371a04-6616-4747-a23b-c23b2f7583df","block_type":"box","text":"The ICE Clean Energy Transition Metals Index measures the performance of a long-only basket of","page_number":36,"box":{"x":195,"y":222,"width":682,"height":12}},{"id":"2a94b627-6d93-44a5-8919-ec0f62d503ab","block_type":"box","text":"exchange-traded metals futures contracts representing the underlying metals that are extensively used in a wide range of","page_number":36,"box":{"x":59,"y":237,"width":852,"height":12}},{"id":"b1837199-d5ca-47b5-9b7a-6db009205dd6","block_type":"box","text":"clean energy technologies, as determined by ICE Data Indices, LLC (“IDI” or the “Index Provider”). Examples of such clean","page_number":36,"box":{"x":59,"y":252,"width":850,"height":12}},{"id":"8dc703a8-55c4-42a8-8b9c-0ff54853af05","block_type":"box","text":"energy technologies include solar panels, wind turbines, fuel cells, and electric vehicle batteries. The Index Provider’s","page_number":36,"box":{"x":59,"y":267,"width":815,"height":12}},{"id":"c29649f1-68d1-4f3b-a987-3272fd952339","block_type":"box","text":"Commodity Index Advisory Committee uses government, agency and private company data and reports relating to the","page_number":36,"box":{"x":59,"y":282,"width":832,"height":12}},{"id":"8d2dc836-e980-4576-be3b-2ac264fbb966","block_type":"box","text":"current and expected future usage of metals within the clean energy transition, as well as consideration of the availability of","page_number":36,"box":{"x":59,"y":297,"width":867,"height":13}},{"id":"5ab80fef-46ac-45e8-b7a0-e05aac0c2736","block_type":"box","text":"commodity futures, listing exchange and liquidity level to determine eligibility. The eligible commodity futures are reviewed at","page_number":36,"box":{"x":59,"y":312,"width":879,"height":13}},{"id":"550614ca-9233-4e38-8766-4c86b6728315","block_type":"box","text":"least annually and currently includes metals futures contracts such as such as copper, aluminum, silver, nickel, zinc, platinum,","page_number":36,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"81656083-2565-4e5e-8638-654c6707af5f","block_type":"box","text":"and cobalt.","page_number":36,"box":{"x":59,"y":343,"width":76,"height":9}},{"id":"1d1bfa24-af1c-458f-8603-2b50da3562d6","block_type":"box","text":"Index Methodology.","page_number":36,"box":{"x":60,"y":369,"width":143,"height":12}},{"id":"1894db6e-ff38-4a5c-8f79-e66483a1b0a2","block_type":"box","text":"The Underlying Index maintains a long position for each commodity futures contract, typically targeting","page_number":36,"box":{"x":208,"y":369,"width":728,"height":12}},{"id":"1f8bf047-2abd-411c-a9ce-de580f9f0ddc","block_type":"box","text":"futures contracts with 3-4 month expiration. However, because futures contracts, by their terms, have stated expirations","page_number":36,"box":{"x":59,"y":384,"width":842,"height":12}},{"id":"cf4cc058-01dc-4c9e-8f2a-eccd5e4e6982","block_type":"box","text":"(typically on a monthly basis), an index of futures contracts can only be calculated by reference to contracts with specific","page_number":36,"box":{"x":60,"y":399,"width":846,"height":13}},{"id":"2bdbd702-0d08-4b04-bd65-4373370774ba","block_type":"box","text":"expirations. Moreover, as the contract that is used to calculate the value of the Underlying Index at a particular time","page_number":36,"box":{"x":59,"y":414,"width":807,"height":13}},{"id":"5e9ca724-1ce6-4a0c-8133-53dcb42fa039","block_type":"box","text":"approaches expiration, it is necessary to transfer, or “roll” the exposure from that contract into the next (or another) available","page_number":36,"box":{"x":59,"y":429,"width":876,"height":13}},{"id":"6b593109-d3df-4ac6-a09f-b6b22f48385c","block_type":"box","text":"contract expiration. Contracts in the Underlying Index are rolled on a monthly basis into the next available 3-4 month","page_number":36,"box":{"x":59,"y":445,"width":819,"height":12}},{"id":"b1beba8c-e76e-4c04-97a9-173b71da4185","block_type":"box","text":"expiration (the “Roll-In Contract”), except platinum, and copper and silver which roll on a quarterly basis and five times a","page_number":36,"box":{"x":59,"y":460,"width":846,"height":12}},{"id":"0afb0a0d-cb44-4b3c-8d9f-971c5810e593","block_type":"box","text":"year respectively. The “Roll Period” is the 5th to 9th business day of each month in which a contract roll takes place. The","page_number":36,"box":{"x":59,"y":475,"width":841,"height":12}},{"id":"45664102-fb59-437a-82eb-2138262f7abb","block_type":"box","text":"quarterly rebalancing among the contracts occurs simultaneously with any rolling of contracts after the close of the 5th to","page_number":36,"box":{"x":59,"y":490,"width":857,"height":12}},{"id":"75634c69-1b5d-4860-a2ed-58cc2308549f","block_type":"box","text":"9th business day in January, April, July, and October each year.","page_number":36,"box":{"x":59,"y":505,"width":431,"height":12}},{"id":"af60bb17-2ad3-4d60-b76d-34e854ed118c","block_type":"box","text":"The rebalancing contract weights are calculated based on two factors: (i) liquidity, which is defined by the Index Provider as","page_number":36,"box":{"x":59,"y":531,"width":864,"height":13}},{"id":"28842b32-0117-4d0e-96f5-3da3b88682ad","block_type":"box","text":"the aggregated product of daily settlement prices and volumes (50% weight), and (ii) the average global production quantity","page_number":36,"box":{"x":59,"y":547,"width":875,"height":12}},{"id":"b9fde1d7-86f4-4345-af89-698413ff6dcd","block_type":"box","text":"of the relevant commodity, calculated by the Index Provider based on the latest year in which all the contract production","page_number":36,"box":{"x":59,"y":562,"width":841,"height":12}},{"id":"020c13ef-4967-4181-a0e5-064f60a59ede","block_type":"box","text":"numbers are available (50% weight). Contract weights are subject to a minimum weight of 0.50% and maximum weight of","page_number":36,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"5aa80bf8-a591-4965-8903-10d5f020cc87","block_type":"box","text":"the lesser of a) 30% or b) 10 times its liquidity weight. Excess weight from the implementation of these constraints is","page_number":36,"box":{"x":59,"y":592,"width":819,"height":12}},{"id":"ea31bc30-8449-40fb-aff6-37ab981b8f9a","block_type":"box","text":"redistributed among the remaining contracts on a pro-rata basis.","page_number":36,"box":{"x":60,"y":607,"width":453,"height":12}},{"id":"a5e385ac-6f1b-4d51-aee2-62ea027bb04b","block_type":"box","text":"The liquidity weight is measured by aggregating the product of the daily settlement prices and volumes for the specific","page_number":36,"box":{"x":59,"y":634,"width":831,"height":12}},{"id":"9e1e2ec8-78df-4884-aa4c-a2b62230bb0c","block_type":"box","text":"contract held in the Underlying Index or the Roll-In Contract for the 12-month period ending two months prior to the Roll","page_number":36,"box":{"x":59,"y":649,"width":848,"height":12}},{"id":"55e5df2d-990e-4b44-bef9-8ff56622cb17","block_type":"box","text":"Period. This is then divided by the sum of the same calculation for all contracts held in the Underlying Index. For example, for","page_number":36,"box":{"x":60,"y":664,"width":873,"height":12}},{"id":"23bac4a7-5ed2-4233-9769-2de450a36cda","block_type":"box","text":"the January Roll Period, the measurement would take place from December 1st of the second to last year to November 30th","page_number":36,"box":{"x":59,"y":679,"width":865,"height":12}},{"id":"c8189a41-5acf-4c11-9337-f7ac44d1bed9","block_type":"box","text":"of the prior year. These values would be multiplied by the corresponding contract size.","page_number":36,"box":{"x":59,"y":694,"width":601,"height":12}},{"id":"d75d2dd0-aa89-4c51-bce0-a6db49d7f5b2","block_type":"box","text":"The production weight is calculated using the Average Global Production Quantity (AGPQ) from the latest year in which all","page_number":36,"box":{"x":59,"y":720,"width":859,"height":13}},{"id":"7ff7d848-1743-4a0b-8599-bccf416e3538","block_type":"box","text":"the contract production numbers are available. The Global Production Value of each contract during each year will be","page_number":36,"box":{"x":59,"y":736,"width":821,"height":12}},{"id":"cd19e4c1-93ae-44ca-a6a0-b851635aa563","block_type":"box","text":"calculated in U.S. Dollars based on the AGPQ of the relevant commodity multiplied by the number of units in which those","page_number":36,"box":{"x":59,"y":751,"width":849,"height":12}},{"id":"ec67c6c7-47fc-493e-b5ea-ffaceb47670d","block_type":"box","text":"quantities are quoted times the Average Reference Price of the applicable contract over the preceding one-year period. The","page_number":36,"box":{"x":59,"y":766,"width":860,"height":12}},{"id":"d34e6c2f-9b19-49cf-94e0-b3ffced3accf","block_type":"box","text":"Average Reference Price (ARP) is calculated as the average of the official settlement or similar prices posted by the relevant","page_number":36,"box":{"x":59,"y":781,"width":860,"height":12}},{"id":"604aff16-ac73-4df9-a644-b3a72e7fdca3","block_type":"box","text":"exchange or its clearing house for a contract on each trading day during the 12-month period. In addition, the ARP would be","page_number":36,"box":{"x":59,"y":796,"width":872,"height":12}},{"id":"93d72340-03e2-4f83-a029-07fcee4b2c84","block_type":"box","text":"taken from the same contracts used for the calculation of the liquidity weight.","page_number":36,"box":{"x":59,"y":811,"width":544,"height":13}},{"id":"bce32468-ee83-4f92-aa5c-870780e4c742","block_type":"box","text":"19","page_number":36,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"e3ecbe6b-7a1d-4d39-9330-ee25c124f51a","block_type":"box","text":"Investment Policies","page_number":37,"box":{"x":62,"y":67,"width":318,"height":23}},{"id":"69955e41-6666-4928-b534-63f9a4296008","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":37,"box":{"x":59,"y":102,"width":834,"height":12}},{"id":"647dba4d-25f2-4efb-8144-503085a4fd29","block_type":"box","text":"without the approval of the holders of a majority of the Fund’s outstanding voting securities. A vote of a majority of the","page_number":37,"box":{"x":59,"y":117,"width":835,"height":12}},{"id":"a9e7f480-21d0-4155-9a00-dbfb88df34d3","block_type":"box","text":"outstanding voting securities of the Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of the","page_number":37,"box":{"x":59,"y":132,"width":856,"height":12}},{"id":"3feb4c79-f42a-4c65-9706-dd9c75911796","block_type":"box","text":"voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of","page_number":37,"box":{"x":59,"y":147,"width":855,"height":13}},{"id":"f269354c-7d66-4854-9846-10ab4b991df8","block_type":"box","text":"the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.The","page_number":37,"box":{"x":59,"y":162,"width":842,"height":13}},{"id":"981e031a-5dce-4e1c-a557-fd962e3df0eb","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":37,"box":{"x":60,"y":177,"width":853,"height":13}},{"id":"b9340cc0-8b31-4647-9a57-ae8cdfd33abb","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":37,"box":{"x":60,"y":193,"width":813,"height":12}},{"id":"88bf8a53-fa62-4451-b88c-4e2e2258cefd","block_type":"box","text":"investment objective without shareholder approval.","page_number":37,"box":{"x":60,"y":208,"width":357,"height":12}},{"id":"397e8258-c948-487a-b967-d1cc4c47dc16","block_type":"box","text":"Fundamental Investment Policies","page_number":37,"box":{"x":60,"y":234,"width":237,"height":10}},{"id":"5c3ceb1c-7243-4eeb-877d-52fb90603cf0","block_type":"box","text":"The Fund may not:","page_number":37,"box":{"x":59,"y":254,"width":131,"height":13}},{"id":"4f84fd02-f4a5-43aa-a9a4-f4fada192511","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act, except that","page_number":37,"box":{"x":61,"y":274,"width":853,"height":13}},{"id":"c79c16cf-4176-4ff4-88df-dfc01dabb684","block_type":"box","text":"the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a","page_number":37,"box":{"x":98,"y":290,"width":835,"height":12}},{"id":"704fbe3e-2c90-483f-a7b9-7af90a8ef09b","block_type":"box","text":"particular industry or group of industries.","page_number":37,"box":{"x":98,"y":305,"width":288,"height":12}},{"id":"45c9412f-3c73-4c61-bf46-f1e9d0d8ba60","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":37,"box":{"x":59,"y":325,"width":545,"height":12}},{"id":"bcd6028d-1fac-4503-a02b-ac14d9ccdbea","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":37,"box":{"x":59,"y":345,"width":699,"height":12}},{"id":"5effcb49-7b4b-475c-bb4e-018ef71ea246","block_type":"box","text":"4. Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured","page_number":37,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"07b682d0-4db9-4cca-b6e9-4e7c3e59939b","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts (“REITs”), mortgage-related","page_number":37,"box":{"x":99,"y":380,"width":811,"height":13}},{"id":"5d5c4192-e2ec-42de-8b42-37b34c9b3d19","block_type":"box","text":"securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate","page_number":37,"box":{"x":98,"y":395,"width":835,"height":13}},{"id":"b5144a87-5f27-4e95-b158-07b2806e7cf0","block_type":"box","text":"as a result of the ownership of securities or other instruments.","page_number":37,"box":{"x":98,"y":411,"width":435,"height":12}},{"id":"63923f43-6388-452c-9e8d-453519fc6e93","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be","page_number":37,"box":{"x":59,"y":431,"width":840,"height":12}},{"id":"2e2752f8-c992-4027-ac5b-333593acc0f0","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":37,"box":{"x":98,"y":446,"width":524,"height":12}},{"id":"739561eb-e911-4a56-a725-30163971ea9a","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":37,"box":{"x":59,"y":466,"width":799,"height":12}},{"id":"a6c1b775-14ae-45b1-9cbc-6c10d7da5283","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":37,"box":{"x":59,"y":486,"width":521,"height":12}},{"id":"8e98f96a-27f3-4540-943c-a4530d5f6d3a","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":37,"box":{"x":59,"y":513,"width":475,"height":12}},{"id":"baf0aba3-0a2d-4a78-9c9c-d83f39c8465b","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment policies and are subject to","page_number":37,"box":{"x":59,"y":539,"width":832,"height":12}},{"id":"1c433ff5-b57c-4930-af01-ed31904f53a3","block_type":"box","text":"change without shareholder approval.","page_number":37,"box":{"x":59,"y":554,"width":265,"height":13}},{"id":"e34a23c8-bb79-43dd-a60a-853cac5a0713","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":37,"box":{"x":59,"y":581,"width":853,"height":12}},{"id":"b9fcae58-228c-448a-9fe8-929f7607878f","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":37,"box":{"x":60,"y":596,"width":854,"height":12}},{"id":"9549952a-8234-41c3-95ee-dd63aa86242f","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":37,"box":{"x":60,"y":611,"width":840,"height":12}},{"id":"3b9533a8-3172-4657-a555-fd7cce9cf475","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":37,"box":{"x":60,"y":626,"width":877,"height":12}},{"id":"c698c9de-7938-4966-98c6-8e8324deeced","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":37,"box":{"x":60,"y":641,"width":856,"height":12}},{"id":"148f2005-0411-46da-be3f-d1c4c2811c73","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":37,"box":{"x":59,"y":656,"width":860,"height":13}},{"id":"47d3386d-e9c4-4c18-a6fb-9764f6d98f3c","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":37,"box":{"x":60,"y":671,"width":805,"height":13}},{"id":"f58aa7b9-0356-4670-a759-9a4ebd2d3f55","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":37,"box":{"x":60,"y":686,"width":847,"height":13}},{"id":"9c281eb6-ee04-405e-82e2-c9b3d023b584","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":37,"box":{"x":60,"y":702,"width":820,"height":12}},{"id":"87a603b5-2b34-4716-973b-dd5b6d3b1cf9","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":37,"box":{"x":60,"y":717,"width":809,"height":12}},{"id":"0e957f73-cd98-4e65-900a-7192be313bf4","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":37,"box":{"x":60,"y":732,"width":815,"height":12}},{"id":"76c882db-f559-4fc5-88f3-62d22adfa2c1","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to the Fund’s industry classifications, the","page_number":37,"box":{"x":59,"y":747,"width":873,"height":12}},{"id":"7cdb1b0e-4d7a-41a4-9360-85d7a02b5e69","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":37,"box":{"x":60,"y":762,"width":845,"height":12}},{"id":"3d113690-0aa7-4804-8a01-3c94ec8d41ac","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":37,"box":{"x":60,"y":777,"width":851,"height":13}},{"id":"7cdcffa2-f37e-428f-bd7f-acab217a99fb","block_type":"box","text":"authority to the Fund as to how to classify issuers within or among industries.","page_number":37,"box":{"x":59,"y":792,"width":545,"height":13}},{"id":"3cf20473-9390-4f1e-b393-ea1407edfba9","block_type":"box","text":"With respect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment Company Act","page_number":37,"box":{"x":59,"y":819,"width":843,"height":12}},{"id":"dbe7d43c-3835-4ab2-abeb-e93b739b1d21","block_type":"box","text":"permits the Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and","page_number":37,"box":{"x":59,"y":834,"width":871,"height":12}},{"id":"28966484-004a-4491-840b-717320c8671e","block_type":"box","text":"to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets","page_number":37,"box":{"x":59,"y":849,"width":863,"height":12}},{"id":"eb417269-b37f-4d09-b5c6-244ab9554c00","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":37,"box":{"x":60,"y":864,"width":855,"height":12}},{"id":"6c0751cd-2772-45d7-ab73-a7734ce43d20","block_type":"box","text":"Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means","page_number":37,"box":{"x":60,"y":879,"width":854,"height":13}},{"id":"b5de150a-d433-408e-91f0-574631316292","block_type":"box","text":"20","page_number":37,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0e51b026-add3-4c54-beba-48a85e967f7e","block_type":"box","text":"the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings,","page_number":38,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"0b3f4bce-efbf-44cc-8e19-5aa89cfe2555","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":38,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"ec86cea1-45cf-46e1-ba0f-5a678394d137","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":38,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"44cb9d03-6c05-4a84-aed7-07a72f88fd79","block_type":"box","text":"involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the","page_number":38,"box":{"x":60,"y":112,"width":857,"height":12}},{"id":"4af01e46-7dc8-48ac-a5ad-d0693fb1a767","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":38,"box":{"x":60,"y":127,"width":867,"height":12}},{"id":"158ee807-3162-4b32-aacb-849c64d44807","block_type":"box","text":"Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in","page_number":38,"box":{"x":60,"y":142,"width":865,"height":13}},{"id":"2e1aefa0-6c23-4ed5-b68a-45a825edd63e","block_type":"box","text":"the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4 with respect to such","page_number":38,"box":{"x":59,"y":157,"width":855,"height":13}},{"id":"c7161dac-a743-4cba-839e-182d4328d412","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":38,"box":{"x":59,"y":172,"width":848,"height":13}},{"id":"9583af26-d36a-4a3e-82cc-3d42d72b20d7","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":38,"box":{"x":59,"y":188,"width":831,"height":12}},{"id":"c50a5a32-fc88-4c4a-b98b-a59cc98695f1","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":38,"box":{"x":60,"y":203,"width":545,"height":12}},{"id":"76100d77-d361-4288-b955-67943c53c314","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":38,"box":{"x":59,"y":229,"width":874,"height":12}},{"id":"faf04c29-ff67-4072-804e-0ab9966fea72","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":38,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"c0e4003b-7eb5-4cd6-a069-75407110cbdd","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":38,"box":{"x":59,"y":259,"width":877,"height":13}},{"id":"c48d7f8b-a559-48e9-bc7f-6c515d1d5918","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":38,"box":{"x":59,"y":274,"width":789,"height":13}},{"id":"58377635-c416-48b1-ad2d-c66b2d9ac12e","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":38,"box":{"x":59,"y":290,"width":814,"height":11}},{"id":"7cfa6103-564b-4620-9551-6063c7b935d0","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":38,"box":{"x":59,"y":305,"width":847,"height":12}},{"id":"6301a564-e93f-4361-a0c5-8f12f5b42387","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":38,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"8cd2f427-e5e0-4304-ad01-9defe501f97e","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":38,"box":{"x":60,"y":335,"width":821,"height":12}},{"id":"ac942351-4de6-482c-b565-209dc9cebc0e","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":38,"box":{"x":60,"y":350,"width":836,"height":12}},{"id":"526fdb8a-a279-4631-a54a-d42ff56736b8","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":38,"box":{"x":60,"y":365,"width":829,"height":13}},{"id":"3aedd64f-3a80-4d63-8cf3-60d17aa4b9ee","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":38,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"7228a9f3-b3b2-47ac-950e-aaad56c022ac","block_type":"box","text":"law.","page_number":38,"box":{"x":60,"y":395,"width":25,"height":10}},{"id":"9257b087-3ec8-4e12-9d5b-db975e69a182","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":38,"box":{"x":59,"y":422,"width":835,"height":12}},{"id":"3962eed4-d43e-45b2-ac9f-8a75436a74af","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":38,"box":{"x":59,"y":437,"width":856,"height":12}},{"id":"451790cf-9758-447a-aea3-6304f9ab0818","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":38,"box":{"x":59,"y":452,"width":878,"height":12}},{"id":"5ee6d48a-b1d4-476d-831e-fd0e08348d47","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":38,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"4a0d0b62-25c6-416d-96cb-f522dc9f753f","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":38,"box":{"x":59,"y":482,"width":842,"height":13}},{"id":"06477170-0b75-45e3-acf0-64f3e5f955d4","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":38,"box":{"x":59,"y":497,"width":363,"height":12}},{"id":"d3aaf862-1834-46ee-9d8d-123b95ee6435","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":38,"box":{"x":60,"y":524,"width":360,"height":10}},{"id":"6370ffd1-1b6d-465e-bffe-6b80028da2e9","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":38,"box":{"x":60,"y":550,"width":859,"height":13}},{"id":"131e0d6b-2606-4037-a414-d8772967d94f","block_type":"box","text":"Fund may not:","page_number":38,"box":{"x":60,"y":566,"width":99,"height":12}},{"id":"accc0e44-d9cd-4898-953d-0a6e8d98779c","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":38,"box":{"x":61,"y":586,"width":840,"height":12}},{"id":"691c5caf-0079-403c-93b7-f292332d8f80","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":38,"box":{"x":98,"y":601,"width":800,"height":12}},{"id":"94cb86ae-865a-41a5-ab28-fbf45b6b8feb","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":38,"box":{"x":98,"y":616,"width":786,"height":12}},{"id":"5ad5191b-0c28-4f64-ad09-1651d4d3ff3c","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":38,"box":{"x":100,"y":631,"width":773,"height":12}},{"id":"0ccb5d0d-9572-4109-9249-69d0496bf53b","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":38,"box":{"x":99,"y":646,"width":793,"height":12}},{"id":"8cc2afcf-1f95-40c9-8134-34be221c4ad4","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":38,"box":{"x":99,"y":661,"width":659,"height":13}},{"id":"c7c5793d-6db5-4ce8-835c-c1af323f57d1","block_type":"box","text":"2. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, invest less than 80% of the value of its","page_number":38,"box":{"x":59,"y":681,"width":878,"height":12}},{"id":"7fbed61d-f2c3-48f6-acaa-446f032a853d","block_type":"box","text":"assets, plus the amount of any borrowings for investment purposes, in the same or similar metals futures contracts as","page_number":38,"box":{"x":98,"y":697,"width":826,"height":12}},{"id":"6201731c-4a23-4afe-bf6b-12a2816a9a29","block_type":"box","text":"its Underlying Index.","page_number":38,"box":{"x":99,"y":712,"width":142,"height":12}},{"id":"5080c4a8-1007-42ac-8f0f-ca79e44468bf","block_type":"box","text":"The Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 above.","page_number":38,"box":{"x":59,"y":738,"width":779,"height":12}},{"id":"50c1346e-f92e-481a-9238-8c99caae745c","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":38,"box":{"x":59,"y":765,"width":644,"height":12}},{"id":"ed4ed760-faf9-4076-867b-ae73a00a975d","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":38,"box":{"x":60,"y":791,"width":860,"height":12}},{"id":"8b6496b6-d1e4-4d2a-b2c7-dd9cf1778254","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of the Fund’s assets invested in certain","page_number":38,"box":{"x":59,"y":806,"width":830,"height":12}},{"id":"a7d51d16-c34e-42f3-85c4-1f9bac4c3762","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require","page_number":38,"box":{"x":59,"y":821,"width":871,"height":13}},{"id":"a9b9ed42-75a2-4260-b22a-5e9384aa3b1f","block_type":"box","text":"the Fund to dispose of an investment.","page_number":38,"box":{"x":59,"y":836,"width":263,"height":13}},{"id":"7ef6bbfc-a68f-4ae7-b6a5-9b6d246abef5","block_type":"box","text":"21","page_number":38,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"31f612a3-49f7-4b6a-8846-2cbac7e0bbd2","block_type":"box","text":"Continuous Offering","page_number":39,"box":{"x":60,"y":67,"width":339,"height":30}},{"id":"d27d4dba-a0bb-4e08-9118-37059b6c1278","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":39,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"22fe946f-b6e4-4a79-93df-0d1561944728","block_type":"box","text":"Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term","page_number":39,"box":{"x":60,"y":123,"width":865,"height":13}},{"id":"6ffa8138-35b3-4ecc-88e8-85f7fc519b77","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":39,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"85baa142-caf4-49dd-93e9-7952764f7a73","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":39,"box":{"x":59,"y":154,"width":849,"height":12}},{"id":"e38037f3-9fa7-45a7-83ee-02d8e90c7851","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":39,"box":{"x":59,"y":169,"width":877,"height":12}},{"id":"a1ba5757-c706-4715-96a7-94ecb10a9f10","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":39,"box":{"x":60,"y":195,"width":860,"height":12}},{"id":"d88819fb-701b-497b-a4ac-e060d22e4e5d","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":39,"box":{"x":59,"y":210,"width":853,"height":13}},{"id":"e3fd048a-b561-4d7b-89a5-ea5835f32739","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":39,"box":{"x":59,"y":225,"width":868,"height":13}},{"id":"f73e89fd-8ebd-45c0-9d9f-24ae33090ffe","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":39,"box":{"x":59,"y":240,"width":862,"height":13}},{"id":"43c7ec64-47bb-4bcd-8c21-984a99d14871","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":39,"box":{"x":59,"y":256,"width":861,"height":12}},{"id":"3c4c732f-0272-4622-9fc0-76aa204e88f3","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":39,"box":{"x":60,"y":271,"width":861,"height":12}},{"id":"284fb161-d1df-4fe1-98d0-5070b49d2323","block_type":"box","text":"an underwriter.","page_number":39,"box":{"x":59,"y":286,"width":106,"height":10}},{"id":"6cc88ff9-8173-4b45-81c5-d2ca7140d45e","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":39,"box":{"x":60,"y":312,"width":817,"height":13}},{"id":"27876018-eced-4c43-a59e-7dacb59dd796","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":39,"box":{"x":59,"y":327,"width":858,"height":13}},{"id":"dab9e436-41bc-41ec-bf35-e248ab821856","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":39,"box":{"x":59,"y":343,"width":876,"height":12}},{"id":"d71ad91a-dc63-4f9e-8787-478a545bf713","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Fund are","page_number":39,"box":{"x":59,"y":358,"width":823,"height":12}},{"id":"2646f9b9-bfeb-4bb7-9137-e4a6c9141e95","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":39,"box":{"x":60,"y":373,"width":864,"height":12}},{"id":"802c1db5-c00e-4e91-bf67-ecfb70f1bc18","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":39,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"d8cde7d5-6cee-4fca-a559-6d008f2f4f0f","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":39,"box":{"x":59,"y":403,"width":845,"height":12}},{"id":"6be0b552-4653-4395-97f9-1e74e1c684d4","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":39,"box":{"x":59,"y":418,"width":413,"height":12}},{"id":"3732a2e7-68c4-4d10-825a-488dd954cbf5","block_type":"box","text":"Management","page_number":39,"box":{"x":61,"y":450,"width":224,"height":28}},{"id":"83d8ccc4-6121-4266-a312-c5b9d58793dc","block_type":"box","text":"Trustees and Officers.","page_number":39,"box":{"x":58,"y":490,"width":158,"height":10}},{"id":"0d281200-c3ab-47fb-8186-c61841b6dfdd","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":39,"box":{"x":225,"y":490,"width":662,"height":12}},{"id":"cf353adc-db25-47bf-ade9-f18295c47f6b","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":39,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"7ff4cb39-340e-4713-a676-28615da79f11","block_type":"box","text":"removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each","page_number":39,"box":{"x":60,"y":520,"width":866,"height":12}},{"id":"81a54dba-d9fa-4fdf-be8c-017a45c56598","block_type":"box","text":"hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is","page_number":39,"box":{"x":60,"y":535,"width":844,"height":13}},{"id":"42ea82ad-7c47-42f7-b57e-57b2d455dc5b","block_type":"box","text":"removed. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent","page_number":39,"box":{"x":60,"y":550,"width":866,"height":13}},{"id":"8d642b31-ca47-4b69-a858-caed2961fc0d","block_type":"box","text":"trustees (“Independent Trustees”).","page_number":39,"box":{"x":59,"y":566,"width":242,"height":12}},{"id":"3f177c9c-17b6-47ef-999d-929581938fa0","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":39,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"86141e8d-734c-4d5c-8693-30406c8b73cd","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":39,"box":{"x":60,"y":607,"width":857,"height":12}},{"id":"06ee2f2a-686a-4aa8-961c-3170d03440da","block_type":"box","text":"Complex”). The Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":39,"box":{"x":59,"y":622,"width":855,"height":13}},{"id":"93408258-a212-4e97-a3ee-92f2032ce288","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares Trust, and, as a result, oversees all of the","page_number":39,"box":{"x":60,"y":637,"width":857,"height":12}},{"id":"26948f58-cc7d-4346-8730-55e1ef994816","block_type":"box","text":"funds within the iShares Complex, which consists of 430 funds as of February 27, 2026. With the exception of Stephen","page_number":39,"box":{"x":59,"y":652,"width":827,"height":13}},{"id":"0d7338fc-c9cf-42d7-93b4-b4597a939199","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":39,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"3254cdbe-c7d0-4caa-9616-b45efbb767fd","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":39,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"046fc0af-a5ba-48c2-bf82-5ec67780ca61","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":39,"box":{"x":59,"y":698,"width":858,"height":12}},{"id":"a01a3806-887d-49c3-a61a-63a773d63762","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":39,"box":{"x":59,"y":713,"width":835,"height":12}},{"id":"c3a67293-9378-4d30-a1e7-f983daeecc9c","block_type":"box","text":"about the Fund’s Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":39,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"e05da9e5-1e12-4463-b13c-efad5b49abdd","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":39,"box":{"x":59,"y":743,"width":288,"height":12}},{"id":"89b840b4-e4f8-44a7-8510-69a10b79a265","block_type":"box","text":"22","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"8b8dee78-b7d9-4180-b9be-b81ca964203f","block_type":"box","text":"Interested Trustees","page_number":40,"box":{"x":60,"y":67,"width":137,"height":9}},{"id":"c5a63d66-a985-4f4d-a5fd-94a9c289520f","block_type":"box","text":"Name (Year of Birth) Position","page_number":40,"box":{"x":73,"y":106,"width":248,"height":10}},{"id":"dc98f560-66e5-4994-ae26-f813bfcf66c4","block_type":"box","text":"Principal Occupation(s)","page_number":40,"box":{"x":455,"y":96,"width":136,"height":10}},{"id":"232fbbbb-e3ce-402b-b47c-881392ef57ce","block_type":"box","text":"During the Past 5 Years","page_number":40,"box":{"x":457,"y":106,"width":133,"height":10}},{"id":"d78ae6b7-fa0d-4aa4-9e7d-bf83704a4184","block_type":"box","text":"Other Directorships","page_number":40,"box":{"x":750,"y":96,"width":113,"height":10}},{"id":"ec03e248-f7c9-4aac-a6b7-c7172ca4878a","block_type":"box","text":"Held by Trustee","page_number":40,"box":{"x":763,"y":106,"width":89,"height":10}},{"id":"7bc939d6-82d9-4a7e-824e-41e48dd046d4","block_type":"box","text":"Robert S. Kapito","page_number":40,"box":{"x":60,"y":128,"width":110,"height":13}},{"id":"9aa3d486-d39e-434a-984b-87b3ead0e300","block_type":"box","text":"1","page_number":40,"box":{"x":172,"y":127,"width":3,"height":6}},{"id":"11fea3d8-7f8a-432d-ab7c-5059719d7ccb","block_type":"box","text":"(1957)","page_number":40,"box":{"x":60,"y":143,"width":44,"height":13}},{"id":"6c33aeaf-3cd3-44bc-9585-4c16e24f15ba","block_type":"box","text":"Trustee","page_number":40,"box":{"x":225,"y":129,"width":52,"height":9}},{"id":"bcdc0e0f-d566-4d7f-9003-5744e3b77e9c","block_type":"box","text":"(since 2011).","page_number":40,"box":{"x":226,"y":143,"width":88,"height":13}},{"id":"681949fb-52a6-4ff4-a685-38956a4ffcdd","block_type":"box","text":"President of BlackRock, Inc. (since","page_number":40,"box":{"x":392,"y":128,"width":238,"height":13}},{"id":"d018ac00-54e5-4308-a60a-58ead6d87aca","block_type":"box","text":"2006); Vice Chairman of BlackRock,","page_number":40,"box":{"x":392,"y":143,"width":249,"height":13}},{"id":"f7cfc177-0258-4136-b922-e38b9580a812","block_type":"box","text":"Inc. and Head of BlackRock’s","page_number":40,"box":{"x":392,"y":159,"width":201,"height":9}},{"id":"1f73b690-25ed-4f2a-924c-265934a02fe9","block_type":"box","text":"Portfolio Management Group (since","page_number":40,"box":{"x":392,"y":174,"width":251,"height":12}},{"id":"a7255555-1c8c-45db-8175-739742894b56","block_type":"box","text":"its formation in 1998) and BlackRock,","page_number":40,"box":{"x":392,"y":189,"width":262,"height":12}},{"id":"937ee0d9-308d-468c-b3e5-f7a9f2151272","block_type":"box","text":"Inc.’s predecessor entities (since","page_number":40,"box":{"x":392,"y":204,"width":226,"height":12}},{"id":"7dd3140e-8e3d-4fae-90e9-a4c4d9645651","block_type":"box","text":"1988); Trustee, University of","page_number":40,"box":{"x":393,"y":219,"width":197,"height":12}},{"id":"40a03776-803e-49e5-9578-30849414ab2e","block_type":"box","text":"Pennsylvania (since 2009); President","page_number":40,"box":{"x":392,"y":234,"width":255,"height":13}},{"id":"6d7fa44a-9003-4e30-85fe-6dd7ef2be4ff","block_type":"box","text":"of Board of Directors, Hope & Heroes","page_number":40,"box":{"x":392,"y":249,"width":258,"height":13}},{"id":"5c193797-dd18-4fe4-b546-644af96c8efe","block_type":"box","text":"Children’s Cancer Fund (since 2002).","page_number":40,"box":{"x":392,"y":264,"width":257,"height":13}},{"id":"bc45fdc5-f171-48c5-aa62-e04110e2ef9b","block_type":"box","text":"Director of BlackRock, Inc. (since","page_number":40,"box":{"x":676,"y":128,"width":229,"height":13}},{"id":"ffcd8e67-b421-4a9c-bf4e-9d14336f1fd4","block_type":"box","text":"2006); Director of iShares, Inc. (since","page_number":40,"box":{"x":676,"y":143,"width":257,"height":13}},{"id":"e890fabb-4d0f-46bc-a3e2-badfbfcebe1c","block_type":"box","text":"2009); Trustee of iShares Trust (since","page_number":40,"box":{"x":676,"y":159,"width":260,"height":12}},{"id":"39e96794-14be-4c96-98c1-73332f3d6801","block_type":"box","text":"2009).","page_number":40,"box":{"x":676,"y":174,"width":44,"height":12}},{"id":"3dd22b7f-b17a-4f2c-89f2-5fdaee743bd4","block_type":"box","text":"Stephen Cohen","page_number":40,"box":{"x":59,"y":285,"width":106,"height":12}},{"id":"662bf242-60d4-45a2-94e5-066aa39b4f26","block_type":"box","text":"2","page_number":40,"box":{"x":167,"y":283,"width":6,"height":6}},{"id":"3785dbf2-af6e-4d4c-95a4-33c0aa4cf010","block_type":"box","text":"(1975)","page_number":40,"box":{"x":60,"y":300,"width":44,"height":12}},{"id":"a46e9717-efc4-4f23-904c-b94642817809","block_type":"box","text":"Trustee (since","page_number":40,"box":{"x":225,"y":285,"width":98,"height":12}},{"id":"d379ff9c-0a88-4c48-9a35-36229975d783","block_type":"box","text":"2024).","page_number":40,"box":{"x":226,"y":300,"width":42,"height":12}},{"id":"efa65633-d0f7-4e76-a45a-5e7c0dc3eb88","block_type":"box","text":"Senior Managing Director, Head of","page_number":40,"box":{"x":392,"y":285,"width":243,"height":12}},{"id":"7fac313e-badb-41e1-845f-241cb7288f1d","block_type":"box","text":"Global Product Solutions of","page_number":40,"box":{"x":392,"y":300,"width":192,"height":9}},{"id":"60dae9e7-a32b-4291-a3ab-76d0dcad3213","block_type":"box","text":"BlackRock, Inc. (since 2024); Senior","page_number":40,"box":{"x":392,"y":315,"width":247,"height":12}},{"id":"bf04fcc5-fdf6-42c4-a179-876884809f84","block_type":"box","text":"Managing Director, Head of Europe,","page_number":40,"box":{"x":392,"y":330,"width":249,"height":12}},{"id":"76351b20-246a-40f5-aab9-2b848496eef1","block_type":"box","text":"Middle East and Africa Regions of","page_number":40,"box":{"x":392,"y":345,"width":236,"height":12}},{"id":"2b360fc4-3c3d-4fd4-8733-05e6677e9b62","block_type":"box","text":"BlackRock, Inc. (2021-2024); Head of","page_number":40,"box":{"x":392,"y":360,"width":257,"height":12}},{"id":"224e83c8-905e-424d-bcd9-66f4610495cd","block_type":"box","text":"iShares Index and Wealth in EMEA of","page_number":40,"box":{"x":392,"y":375,"width":259,"height":10}},{"id":"0d8c96a9-b31e-48fc-930f-3020903def6a","block_type":"box","text":"BlackRock, Inc. (2017-2021); Global","page_number":40,"box":{"x":392,"y":390,"width":244,"height":13}},{"id":"3631bac9-aa3e-43b3-a9d1-7ccc8d24b261","block_type":"box","text":"Head of Fixed Income Indexing of","page_number":40,"box":{"x":392,"y":406,"width":236,"height":12}},{"id":"d9401d39-e365-4435-bbfc-7a42f5568e8e","block_type":"box","text":"BlackRock, Inc. (2016-2017); Chief","page_number":40,"box":{"x":392,"y":421,"width":239,"height":12}},{"id":"66bfe1ec-697e-4bb8-9601-dd14e52f5b92","block_type":"box","text":"Investment Strategist for","page_number":40,"box":{"x":392,"y":436,"width":172,"height":12}},{"id":"b9b08327-6a2f-4eb9-852d-58ae90ec2417","block_type":"box","text":"International Fixed Income and","page_number":40,"box":{"x":392,"y":451,"width":217,"height":10}},{"id":"3d2d5593-15cb-4433-b257-79c522da3f0d","block_type":"box","text":"iShares of BlackRock, Inc. (2011-","page_number":40,"box":{"x":392,"y":466,"width":225,"height":12}},{"id":"a9d8281c-5774-42d0-9326-598350ab3167","block_type":"box","text":"2015).","page_number":40,"box":{"x":392,"y":481,"width":42,"height":12}},{"id":"06166b62-0155-4a9d-8acd-f611b16f5711","block_type":"box","text":"Director of iShares, Inc. (since 2024);","page_number":40,"box":{"x":676,"y":285,"width":256,"height":12}},{"id":"aa89a484-f1dc-4fc7-802e-79068ef07e6e","block_type":"box","text":"Trustee of iShares Trust (since 2024).","page_number":40,"box":{"x":675,"y":300,"width":260,"height":12}},{"id":"772915f2-f82c-4547-abaf-3feece6898c4","block_type":"box","text":"1","page_number":40,"box":{"x":89,"y":522,"width":2,"height":5}},{"id":"e497f89b-bb86-44d9-861b-26807a814fad","block_type":"box","text":"Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":40,"box":{"x":104,"y":523,"width":815,"height":10}},{"id":"e355c666-d19f-46ca-83b7-776dfffa0781","block_type":"box","text":"affiliates.","page_number":40,"box":{"x":103,"y":536,"width":49,"height":8}},{"id":"57664680-974d-4c5a-97ea-719b9402ce6a","block_type":"box","text":"2","page_number":40,"box":{"x":88,"y":550,"width":5,"height":5}},{"id":"5e850eef-5529-4208-bd5f-6f34358ba603","block_type":"box","text":"Stephen Cohen is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":40,"box":{"x":103,"y":551,"width":812,"height":10}},{"id":"5825148b-5a7d-47d1-b209-1a07acac616d","block_type":"box","text":"affiliates.","page_number":40,"box":{"x":103,"y":564,"width":49,"height":7}},{"id":"de397a26-676a-4595-a5aa-c252952f6305","block_type":"box","text":"Independent Trustees","page_number":40,"box":{"x":60,"y":587,"width":156,"height":12}},{"id":"04d081f4-e670-41e0-a125-dc4498993773","block_type":"box","text":"Name (Year of Birth) Position","page_number":40,"box":{"x":73,"y":627,"width":248,"height":10}},{"id":"59d8e1fb-4a54-43ae-a919-78eca00a86e0","block_type":"box","text":"Principal Occupation(s)","page_number":40,"box":{"x":455,"y":617,"width":136,"height":9}},{"id":"506ddff1-05a6-4a89-bb5d-414619366b59","block_type":"box","text":"During the Past 5 Years","page_number":40,"box":{"x":457,"y":627,"width":133,"height":10}},{"id":"5c931aed-c15c-48b9-9203-fbf2ec987757","block_type":"box","text":"Other Directorships","page_number":40,"box":{"x":750,"y":617,"width":113,"height":9}},{"id":"38f18d32-507b-4b57-8e9c-a37baa695e27","block_type":"box","text":"Held by Trustee","page_number":40,"box":{"x":763,"y":627,"width":89,"height":10}},{"id":"7aed5fb9-5d07-423f-ad51-5f490fc19a85","block_type":"box","text":"John E. 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(since","page_number":43,"box":{"x":676,"y":336,"width":215,"height":13}},{"id":"9ea0b9a3-a070-4e16-aa36-e65c8e59623e","block_type":"box","text":"2022).","page_number":43,"box":{"x":676,"y":351,"width":43,"height":13}},{"id":"95b8a24f-ba4b-4bf8-89ba-f5b00dba1c15","block_type":"box","text":"James Mauro","page_number":43,"box":{"x":58,"y":372,"width":92,"height":11}},{"id":"6682e3fd-8474-4f9e-a290-c526570c70af","block_type":"box","text":"(1970)","page_number":43,"box":{"x":60,"y":387,"width":44,"height":12}},{"id":"16b1d054-3b11-450d-a129-5f2d2f655c3c","block_type":"box","text":"Executive Vice","page_number":43,"box":{"x":368,"y":372,"width":99,"height":9}},{"id":"428e34fe-5ef0-479a-b6d4-945fb1edf606","block_type":"box","text":"President (since","page_number":43,"box":{"x":368,"y":387,"width":110,"height":12}},{"id":"96b808f6-1de3-46d6-a25b-0907b5290a17","block_type":"box","text":"2021).","page_number":43,"box":{"x":368,"y":402,"width":42,"height":12}},{"id":"08f75b62-c03e-47b5-98b3-3fb4a726c1a1","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":43,"box":{"x":676,"y":371,"width":258,"height":13}},{"id":"4aceac15-f380-43af-9a4e-4555ef5e3c00","block_type":"box","text":"(since 2010); Head of Fixed Income","page_number":43,"box":{"x":676,"y":387,"width":246,"height":12}},{"id":"8bcad3fd-3930-4a89-911b-4158a84ad63b","block_type":"box","text":"Index Investments in the Americas","page_number":43,"box":{"x":676,"y":402,"width":241,"height":9}},{"id":"5c558738-6850-425f-9327-07138ee8f262","block_type":"box","text":"and Head of San Francisco Core","page_number":43,"box":{"x":675,"y":417,"width":223,"height":10}},{"id":"19e8583b-2aca-4fe5-ac3b-e20ddb3ec944","block_type":"box","text":"Portfolio Management of BlackRock,","page_number":43,"box":{"x":676,"y":432,"width":254,"height":12}},{"id":"f5f1bf92-8170-44f8-ad00-b1b4810567b3","block_type":"box","text":"Inc. (since 2020).","page_number":43,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"0c700637-99cc-4247-9d1c-405c8250577b","block_type":"box","text":"Elise Terry","page_number":43,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"904fd2be-de1b-4623-98dd-5da485036e6e","block_type":"box","text":"(1977)","page_number":43,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"2bbd1271-3d6b-4f0d-9f62-cdd5e572ba30","block_type":"box","text":"Executive Vice","page_number":43,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"70fd1ff7-825a-4d44-9e1a-1aafa28bc7dd","block_type":"box","text":"President (since","page_number":43,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"fb5b4490-4d10-4bdf-9781-5f5afe7c994b","block_type":"box","text":"2025).","page_number":43,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"b78fd75c-04b8-4270-af7c-b2a369c956f7","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":43,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"ee6d487c-bd19-4fde-b498-e5bc27002d37","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":43,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"68a42fe5-c71c-4d16-9756-34e071d2e4ef","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":43,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"652a2981-fa06-4c25-98c6-c81f212a99be","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":43,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"9910d079-aec9-4d12-b451-800e36bfc343","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":43,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"6add540c-cf79-42c5-acbf-f26e0a336df3","block_type":"box","text":"Channel (2020-2023).","page_number":43,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"2902badb-6174-4bed-b3e3-7a4a14d1a046","block_type":"box","text":"Daniel Prince","page_number":43,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"112685d3-af69-460a-9bc7-3e21cd7f69b1","block_type":"box","text":"(1981)","page_number":43,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"9c465ba9-b865-46fb-8f37-b0f0ce5bcf79","block_type":"box","text":"Executive Vice","page_number":43,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"b88c97a6-caaf-4569-8a8a-ef16cae451d1","block_type":"box","text":"President (since","page_number":43,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"4b86e424-7559-47bd-bcd3-a7a5b7922c98","block_type":"box","text":"2025).","page_number":43,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"5e1f54d9-f709-49ae-8cca-73cd6530094d","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":43,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"17a519fe-dcaa-4bcb-8895-675d250fb71d","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":43,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"6bdf444d-2c0a-4475-ac88-cebf9078c6c5","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":43,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"4fd3505f-1e06-4e1c-bfb7-47e5c9ce4d6f","block_type":"box","text":"iShares Product (since 2025); Head","page_number":43,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"e11938e3-4fb7-47b3-baaf-0d47dfe4afc3","block_type":"box","text":"of iShares Product Consulting","page_number":43,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"dfeda5c2-1c31-4b68-b2e3-ce09057b2b23","block_type":"box","text":"(2015-2025).","page_number":43,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"bb14a9de-7b71-4cef-a424-bda36569d128","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":43,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"9daf9531-9300-4450-aa45-8b8beb4d61b5","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":43,"box":{"x":59,"y":686,"width":821,"height":13}},{"id":"0e25fa47-138b-42cb-808a-bc7e10b71918","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":43,"box":{"x":59,"y":702,"width":868,"height":12}},{"id":"7bdacee2-06a8-4308-848d-d4f7b88bc704","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":43,"box":{"x":59,"y":717,"width":819,"height":12}},{"id":"8ef9713d-3ed4-4229-9496-233ccfb4c489","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":43,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"6b73553d-6443-4363-8d35-c43dec393f8e","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":43,"box":{"x":59,"y":747,"width":807,"height":12}},{"id":"9b06d77d-e735-4318-a9a6-5d2947f0b7b5","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":43,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"95db1e62-0675-4f25-a30c-30fdfe87ac2d","block_type":"box","text":"Board member of the Fund and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":43,"box":{"x":60,"y":777,"width":842,"height":13}},{"id":"2a3a60c3-6a38-4363-8a2c-5f5227e0421c","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":43,"box":{"x":59,"y":792,"width":817,"height":13}},{"id":"20754bd2-de01-4760-8018-dd9033130b82","block_type":"box","text":"discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he","page_number":43,"box":{"x":59,"y":807,"width":872,"height":13}},{"id":"6fcede00-0351-49b9-bc38-546629856240","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":43,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"41f1b013-3371-47e1-a21e-ed5150936f61","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2011. Mr. Kapito has also served as a Director of iShares, Inc., a Trustee","page_number":43,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"a495a49d-83e5-418f-9beb-5c44357737bb","block_type":"box","text":"of iShares Trust since 2009 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI","page_number":43,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"f4841518-32b1-4aaa-9e9b-9c6731512846","block_type":"box","text":"Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of BlackRock, Inc. and","page_number":43,"box":{"x":60,"y":879,"width":839,"height":13}},{"id":"7a931ded-d5c9-41c6-9f53-fe96663dba50","block_type":"box","text":"26","page_number":43,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d98d155a-3b67-40bf-b102-1439be44e6aa","block_type":"box","text":"BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive","page_number":44,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"ad7061bc-bd21-4560-a8c1-795086f5bad8","block_type":"box","text":"Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight of BlackRock’s key","page_number":44,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"afe2ecbe-a3cd-4586-8908-de211d0d6d81","block_type":"box","text":"operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative","page_number":44,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"ad56f092-b292-4daa-8652-6811155e90f6","block_type":"box","text":"Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock, Inc. and","page_number":44,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"a692aa29-1f2a-4e5f-82fa-fe0e1fe81802","block_type":"box","text":"Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management","page_number":44,"box":{"x":60,"y":127,"width":861,"height":12}},{"id":"8852b30e-a3b9-4c3e-a4cf-82ce4391ceaf","block_type":"box","text":"within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a","page_number":44,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"b6aafac3-0654-4545-83ac-51b0eb4b94fd","block_type":"box","text":"member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s","page_number":44,"box":{"x":60,"y":157,"width":811,"height":13}},{"id":"f8385844-ca6b-45fc-a978-f4bd300fb22f","block_type":"box","text":"Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since 2002. Mr.","page_number":44,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"ea93adfd-1b3b-4b0e-b88d-0649a4450057","block_type":"box","text":"Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an MBA","page_number":44,"box":{"x":60,"y":188,"width":845,"height":12}},{"id":"90f01132-238b-4ee3-ada7-8d99e87b66ba","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":44,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"fefbc8ed-7949-4aba-9d18-c6c82dbb9415","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":44,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"d87e4a51-2c3b-4bbd-a3aa-f007df4a9984","block_type":"box","text":"Trustee of iShares Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management (UK)","page_number":44,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"81e50cc6-d577-4ad2-a3b4-2c131e050eaa","block_type":"box","text":"Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen, Senior","page_number":44,"box":{"x":60,"y":259,"width":867,"height":13}},{"id":"0c741551-f20d-4228-a746-82b624a13c67","block_type":"box","text":"Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen is","page_number":44,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"4c98c472-106c-4edc-a53d-8452a7f8c32c","block_type":"box","text":"responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":44,"box":{"x":60,"y":290,"width":841,"height":12}},{"id":"dc5ce775-16bf-423e-84cc-18e3b7954e96","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":44,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"6e0f9c25-5922-4edc-b687-0e9c6787b758","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":44,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"568bf6a4-b0f4-41b8-aeea-443443dc6f83","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":44,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"addbb79c-5b4f-4b41-b9a1-cc08e66e3df7","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":44,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"a0f505d8-19eb-4fc0-9567-d26c351d858f","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":44,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"6f0b163c-10a9-42b7-bbd8-2a6785a3a4e7","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":44,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"5e3b1914-3937-4ec5-b3cd-de21815a70f3","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":44,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"bb56d769-1e67-4308-9265-e2ffd5046426","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":44,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"17c60613-ae30-4117-827d-190ca7ca94fd","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":44,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"4e1f94c5-de11-462c-8f78-d7ae947bb04d","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":44,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"77402b06-4a4e-4d4d-9e06-68726f0b696f","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":44,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"20f282e2-469c-48c7-9c3d-5dc0106dd6a8","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2011 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":44,"box":{"x":58,"y":482,"width":857,"height":13}},{"id":"94d5a03b-8dc1-4055-b02a-569d0ec8916e","block_type":"box","text":"served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2005, Chair of the Equity Plus and Nominating and","page_number":44,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"709294d9-0df9-4dbc-bf41-3b5ee8651fa1","block_type":"box","text":"Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr. Kerrigan served as a","page_number":44,"box":{"x":59,"y":513,"width":857,"height":12}},{"id":"a50a7fd6-d3f3-4b50-b10d-ab636a6f631d","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief Investment Officer of Santa","page_number":44,"box":{"x":60,"y":528,"width":871,"height":12}},{"id":"fe0ad8a7-4da4-4fc1-b4ef-1e6e88a10d7f","block_type":"box","text":"Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the","page_number":44,"box":{"x":59,"y":543,"width":834,"height":12}},{"id":"28222abc-25af-490d-b93e-01852a7fe478","block_type":"box","text":"following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a","page_number":44,"box":{"x":59,"y":558,"width":844,"height":12}},{"id":"34b11d14-50af-404e-9888-8dcf1ec0ec66","block_type":"box","text":"Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from","page_number":44,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"3599a9e3-34ad-4a2e-8e02-242c4027544b","block_type":"box","text":"Boston College and is a Chartered Financial Analyst Charterholder.","page_number":44,"box":{"x":60,"y":588,"width":462,"height":13}},{"id":"d476fe33-3e24-48f9-b5cb-3c594d655e9b","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":44,"box":{"x":58,"y":615,"width":838,"height":12}},{"id":"5727eddc-6db0-4669-8675-d6f7ad4551f3","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2015 and Chair of the Securities","page_number":44,"box":{"x":59,"y":630,"width":830,"height":11}},{"id":"3d8c2d5b-a63c-4805-bbef-c639d32da725","block_type":"box","text":"Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly served as","page_number":44,"box":{"x":60,"y":645,"width":827,"height":12}},{"id":"88e6bcd6-78f4-40d2-b3d3-6ec5e8bd4d46","block_type":"box","text":"Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of","page_number":44,"box":{"x":59,"y":660,"width":815,"height":12}},{"id":"4203e066-2b08-4f16-a8f6-0d0f213d63b3","block_type":"box","text":"Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director and","page_number":44,"box":{"x":59,"y":675,"width":879,"height":12}},{"id":"c5e35749-e436-4863-bd07-4e9d5957d17a","block_type":"box","text":"Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms.","page_number":44,"box":{"x":59,"y":690,"width":871,"height":13}},{"id":"d9489e59-5164-459b-a6bc-6c39fbf750cc","block_type":"box","text":"Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":44,"box":{"x":59,"y":705,"width":807,"height":13}},{"id":"1fb996db-4b7a-411e-ac41-ef04e6941f8e","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":44,"box":{"x":59,"y":720,"width":870,"height":13}},{"id":"44a891fe-84a8-438a-bd09-83c5bf832372","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":44,"box":{"x":60,"y":736,"width":852,"height":12}},{"id":"c6fa6839-9211-41f2-a22e-ec3a969ac833","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":44,"box":{"x":59,"y":751,"width":866,"height":11}},{"id":"512e7c2e-49d8-49d5-89e6-bc57c001eebc","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":44,"box":{"x":59,"y":766,"width":876,"height":12}},{"id":"e6fa908d-266c-4a50-a5b7-8dee0c737fef","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":44,"box":{"x":59,"y":781,"width":829,"height":12}},{"id":"b3817c33-6090-4278-829d-732c044cd86c","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":44,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"627ea16a-b2c2-46dd-92cc-2245440e2bc2","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":44,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"6ac062f9-4506-4af5-89b3-2d05abd05002","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":44,"box":{"x":59,"y":826,"width":842,"height":13}},{"id":"e6b5646b-5351-45b2-a296-a744befbf087","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. 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Mr. Fagnani served as an Advisory Board Member of the Trust, iShares Trust and iShares, Inc. from April","page_number":45,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"f6eb2aab-ae9a-4f96-a905-ae5a3d0b5b4b","block_type":"box","text":"2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently as the U.S.","page_number":45,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"c44d1b1b-d81b-43c1-899b-93d357042e25","block_type":"box","text":"asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the","page_number":45,"box":{"x":59,"y":97,"width":877,"height":12}},{"id":"c08dc472-011c-4563-83a0-4b1c1619116a","block_type":"box","text":"asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at Andersen LLP,","page_number":45,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"f0298d4a-c7e2-4e2b-9d75-170e596e67f2","block_type":"box","text":"where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani served as a","page_number":45,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"f4c33e5f-698b-4f86-870e-545a021d4d8f","block_type":"box","text":"Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the School of","page_number":45,"box":{"x":59,"y":142,"width":833,"height":13}},{"id":"c7adcd39-de81-40a4-b027-7ed601044d95","block_type":"box","text":"Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One Generation","page_number":45,"box":{"x":60,"y":157,"width":876,"height":13}},{"id":"d97a2f7f-f564-4688-867f-e96e5461f0bf","block_type":"box","text":"Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS degree in","page_number":45,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"99fece8e-ad65-4304-b726-e94c556242dc","block_type":"box","text":"Accounting from LaSalle University.","page_number":45,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"fd086685-ce9c-4753-9a4d-1f430138bfd8","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":45,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"d3ba3e94-8b45-4d31-9d1b-8a262198c92b","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Audit","page_number":45,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"a69e708c-b9a5-4e42-b7a2-72349eede770","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":45,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"96709c2b-bc92-42a1-b252-379843a35b35","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":45,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"0fbb2076-3fe3-403c-ba7e-739247559ec7","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":45,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"b5bf1e69-ed16-480e-a8b6-1d22f83d6fa0","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":45,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"ea8d7850-1c5d-4871-9772-62f1c3ebd440","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":45,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"929ac502-c079-449e-a298-1da918fb50f3","block_type":"box","text":"Accountant (inactive).","page_number":45,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"a2615065-535d-4413-8782-6f9ef659f744","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":45,"box":{"x":58,"y":346,"width":868,"height":11}},{"id":"007246ae-9366-4e06-aeec-d46a6272e496","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Risk Committee of each Board","page_number":45,"box":{"x":59,"y":361,"width":877,"height":12}},{"id":"9179971f-10be-4fa1-bcf5-d0fcd76b121d","block_type":"box","text":"since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board director,","page_number":45,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"6192ec3a-2cdc-4a7f-9b0d-f44469b66a64","block_type":"box","text":"management consultant, and chief risk officer. He has previously served as a director on public, private, and fund boards,","page_number":45,"box":{"x":60,"y":392,"width":844,"height":12}},{"id":"6b7d478b-10e1-4140-b727-ab3c2df99f15","block_type":"box","text":"including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam was a","page_number":45,"box":{"x":60,"y":407,"width":838,"height":12}},{"id":"61129fff-902c-4d6e-9ed8-8db6420db6aa","block_type":"box","text":"Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit Committee","page_number":45,"box":{"x":60,"y":422,"width":877,"height":12}},{"id":"42c23b9f-f83e-42ad-aeca-94409e043f55","block_type":"box","text":"Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving global","page_number":45,"box":{"x":59,"y":437,"width":841,"height":12}},{"id":"fbcb273a-f29f-4cb8-ac7b-fd5003f0a326","block_type":"box","text":"clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a Partner","page_number":45,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"2541d954-19bd-4f68-a114-36a162e1019f","block_type":"box","text":"of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR Institute, a","page_number":45,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"1c680b56-ec6d-4a44-9bd0-40c1fd4cecb2","block_type":"box","text":"not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam is the","page_number":45,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"ab0c2d95-0895-424d-ae6e-37b2ad77efd0","block_type":"box","text":"author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management books.","page_number":45,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"87ad3c76-fe6d-4f80-8618-5230755b09b1","block_type":"box","text":"He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has been an","page_number":45,"box":{"x":60,"y":513,"width":859,"height":12}},{"id":"30d1b6fc-53dc-4a80-b454-18ee66216baf","block_type":"box","text":"adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s Council of","page_number":45,"box":{"x":59,"y":528,"width":877,"height":12}},{"id":"73c00a76-53b4-4f9c-acb1-d07438f62ce6","block_type":"box","text":"Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California, Los","page_number":45,"box":{"x":60,"y":543,"width":818,"height":12}},{"id":"2ba13142-0ceb-4c75-a623-4d3af9828e26","block_type":"box","text":"Angeles.","page_number":45,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"891e92b1-3f70-4805-bb78-bb3d1bd37472","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":45,"box":{"x":60,"y":584,"width":864,"height":10}},{"id":"0fc5a123-5ebc-4f35-95a4-138ab32e8610","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares Trust, and Chair of the Fixed Income Plus","page_number":45,"box":{"x":59,"y":600,"width":869,"height":11}},{"id":"f2e5f2a5-ada7-497d-87b9-a8e10ff0e13a","block_type":"box","text":"Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust, iShares, Inc. and","page_number":45,"box":{"x":59,"y":615,"width":850,"height":12}},{"id":"9a20e4f2-28e6-4488-89f1-7fb4ea0be51e","block_type":"box","text":"iShares Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds,","page_number":45,"box":{"x":60,"y":630,"width":852,"height":12}},{"id":"74b9b106-a575-4ef8-aa90-a37a265d6eaa","block_type":"box","text":"Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also served as a member of the","page_number":45,"box":{"x":60,"y":645,"width":876,"height":12}},{"id":"fdbf8112-a459-447f-affc-3adb014e945d","block_type":"box","text":"Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in","page_number":45,"box":{"x":59,"y":660,"width":841,"height":12}},{"id":"f683959e-f171-40b4-b9c5-d5218d3037dc","block_type":"box","text":"various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a Senior Managing Director and","page_number":45,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"6e906077-719b-42be-88bb-3822ea325e66","block_type":"box","text":"Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of","page_number":45,"box":{"x":59,"y":690,"width":833,"height":13}},{"id":"62a3dd8c-9c7d-4453-8541-34a800fbdcb9","block_type":"box","text":"Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.","page_number":45,"box":{"x":60,"y":705,"width":855,"height":13}},{"id":"6f6b72d9-aac7-45bc-bb8f-dd7adcf16639","block_type":"box","text":"Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr. Lawton has a BA degree in","page_number":45,"box":{"x":60,"y":720,"width":793,"height":13}},{"id":"29f85bd9-ce26-4457-9344-624f6fa91444","block_type":"box","text":"Administrative Science from Yale University and an MBA from University of North Texas.","page_number":45,"box":{"x":59,"y":736,"width":616,"height":12}},{"id":"0c022c7d-8807-47ed-b4bd-96dda34fba01","block_type":"box","text":"John E. 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Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services","page_number":45,"box":{"x":59,"y":807,"width":867,"height":13}},{"id":"64308287-bf5c-4868-a45e-c1c4fc8426f9","block_type":"box","text":"to this privately held firm that develops products and strategies for homeowners in managing the equity in their homes.","page_number":45,"box":{"x":59,"y":823,"width":838,"height":12}},{"id":"544fcacb-e3e8-46da-94a3-8b1db0d88743","block_type":"box","text":"From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez previously served as","page_number":45,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"7154137c-db2c-427e-90a3-95fa64788768","block_type":"box","text":"Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s","page_number":45,"box":{"x":60,"y":853,"width":822,"height":12}},{"id":"abefc562-71b2-43db-80ac-d41aa3586971","block_type":"box","text":"shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide activities. Mr. Martinez","page_number":45,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"a494575f-cc79-42da-b0ee-d46d996b1530","block_type":"box","text":"also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI, Chairman of Barclays","page_number":45,"box":{"x":59,"y":883,"width":840,"height":12}},{"id":"77859440-0372-47af-8c38-bf493cfa757c","block_type":"box","text":"28","page_number":45,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b141e535-b0ff-445c-9764-df25e03c1a99","block_type":"box","text":"Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to 2012, he was a","page_number":46,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"0e125766-f552-4634-9264-e558e2a1f44e","block_type":"box","text":"Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary","page_number":46,"box":{"x":60,"y":82,"width":848,"height":12}},{"id":"47fb7d08-a6c1-47d1-8b44-e1bbae821253","block_type":"box","text":"Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB degree in","page_number":46,"box":{"x":60,"y":97,"width":805,"height":12}},{"id":"7224b0b8-8034-4a11-be7b-6637af3fc6d1","block_type":"box","text":"economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The University","page_number":46,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"34a0db37-2828-4098-8618-51be8ffc11af","block_type":"box","text":"of Chicago Booth School of Business.","page_number":46,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"eaa05ddc-7186-4cf2-8124-18bfd80a3351","block_type":"box","text":"Madhav V. 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Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at the","page_number":46,"box":{"x":60,"y":199,"width":842,"height":12}},{"id":"d03063fe-e403-4135-97c7-cb5cd56610fe","block_type":"box","text":"University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as Chair of","page_number":46,"box":{"x":60,"y":214,"width":876,"height":12}},{"id":"27d13af4-1355-43e8-900b-bdc5343385a8","block_type":"box","text":"the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":46,"box":{"x":59,"y":229,"width":814,"height":12}},{"id":"7f9b9cf7-cd62-4056-ab0a-8b87d15f1273","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. 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He has taught accounting for","page_number":46,"box":{"x":59,"y":290,"width":846,"height":12}},{"id":"3da93832-63d1-4db2-829d-3cb95dfdbad0","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":46,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"cbf4dfa5-c2ee-4a9e-9f95-e80a0cdadce5","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":46,"box":{"x":59,"y":320,"width":871,"height":12}},{"id":"e8e679ee-7d55-43fa-b09f-bdf989b9c7ac","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":46,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"31cdb98c-bec5-4f53-b01b-e6d04784e5b1","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":46,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"9bb232dd-96f7-46dc-a6b7-5f3d12ddfe62","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":46,"box":{"x":59,"y":365,"width":820,"height":13}},{"id":"c6efc845-adcc-4ea8-9ab6-c7a6bb930a19","block_type":"box","text":"University.","page_number":46,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"d3ff3425-6852-4b61-a0bc-9be1a66d8914","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":46,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"673ecd91-e96a-43a1-b8c8-4141ed7a173b","block_type":"box","text":"Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged BFA to manage the Fund on a","page_number":46,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"1d8f698f-a676-4af8-9676-4abda02d2174","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Fund in","page_number":46,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"ca0a536d-8e2c-4a90-a6f7-82c10bdf33ca","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":46,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"a8fe847e-0794-4e27-9e98-c5c0bd378306","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":46,"box":{"x":60,"y":479,"width":841,"height":12}},{"id":"33421ed5-a6a5-4d2f-9d60-09d8a5ab79a2","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":46,"box":{"x":60,"y":494,"width":872,"height":12}},{"id":"79a0bb4a-86a0-48d2-b25c-dc9b30dcd179","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":46,"box":{"x":59,"y":509,"width":830,"height":12}},{"id":"aba6cd10-d677-4e19-9519-8c5741c9e179","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":46,"box":{"x":60,"y":524,"width":819,"height":12}},{"id":"47aeae3d-7cab-4cb6-b601-a9d9cc13a8b2","block_type":"box","text":"providers to the Trust.","page_number":46,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"0327c7a6-6c68-4524-aae5-7643a196b1ac","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":46,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"992e671f-7290-46d1-8cfe-68fdd330065a","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":46,"box":{"x":60,"y":581,"width":872,"height":12}},{"id":"2ff20f3d-17cc-4d6c-b48b-f53aeb7aaf65","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":46,"box":{"x":60,"y":596,"width":864,"height":12}},{"id":"0edd7495-2ff8-40ca-babc-e3a891dbe9c4","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":46,"box":{"x":60,"y":611,"width":863,"height":12}},{"id":"99d0be06-dfa4-480e-914d-d1a8dc858e7c","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":46,"box":{"x":59,"y":626,"width":804,"height":12}},{"id":"c1f5ad9b-61a8-4606-be11-aca30e797a7f","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time","page_number":46,"box":{"x":59,"y":641,"width":856,"height":12}},{"id":"5fc6fb52-daa7-436c-9f36-f0f97cbc9301","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":46,"box":{"x":59,"y":656,"width":863,"height":13}},{"id":"9a7b9eb0-2beb-4a10-868f-893490c7ea56","block_type":"box","text":"the Fund with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":46,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"4592f187-c2c4-4155-b06e-de7b36c89d32","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":46,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"a57febf2-d193-4a4f-8bff-75e53cc1d9dd","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":46,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"11718862-b9f9-4f82-8fb1-717e84940a61","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":46,"box":{"x":59,"y":717,"width":824,"height":12}},{"id":"e5b267dd-f7c5-4ca5-9b6d-03aa64beb48b","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":46,"box":{"x":59,"y":732,"width":863,"height":12}},{"id":"c6fdec71-a301-4fd1-88db-b51054ac884e","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":46,"box":{"x":59,"y":747,"width":797,"height":12}},{"id":"e3fc3986-88f6-4eae-b211-9d06575aec91","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":46,"box":{"x":60,"y":762,"width":823,"height":12}},{"id":"4073fbb9-d4fa-4ff2-9bd4-60c3043165bb","block_type":"box","text":"enhance effective oversight.","page_number":46,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"eeee3e54-0ee3-4b3c-8b05-2d185537df17","block_type":"box","text":"Day-to-day risk management with respect to the Fund is the responsibility of BFA or other service providers (depending on","page_number":46,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"b7325eda-5cb7-4c17-bb0b-adaf18749bbd","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. The Fund is subject to a number of risks, including investment,","page_number":46,"box":{"x":59,"y":819,"width":838,"height":12}},{"id":"62300905-cba5-4987-a3cf-b7818dcf6363","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":46,"box":{"x":59,"y":834,"width":836,"height":12}},{"id":"3027151f-d796-493a-803c-a955b318fd6a","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":46,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"49b89083-7bcf-4320-b8bc-0d278f8b4caa","block_type":"box","text":"eliminate all of the risks applicable to the Fund. The Trustees have an oversight role in this area, satisfying themselves that","page_number":46,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"6e3bc128-e2db-4b05-a181-988a4e12175d","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":46,"box":{"x":60,"y":879,"width":831,"height":13}},{"id":"b2b94076-29d1-43a5-a29d-78e9b827b06d","block_type":"box","text":"29","page_number":46,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"4ec2254f-8eb6-4b23-898c-8ba252d0cd8b","block_type":"box","text":"general oversight of the Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":47,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"e5133381-2f42-4fe0-83a9-2e22b45a3f5c","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":47,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"ec07e1af-698e-4ec2-9316-c8cc56a406d4","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":47,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"174c181e-4980-488c-9fca-9d6e073a5c8c","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":47,"box":{"x":60,"y":112,"width":871,"height":12}},{"id":"2be8cd82-548c-4fba-9bf6-19764e2868e5","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Fund.","page_number":47,"box":{"x":59,"y":127,"width":851,"height":12}},{"id":"50aa3c64-589e-486d-ad2a-856c880ed864","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":47,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"fbf15406-59f6-4fa2-8f57-feda703c7f75","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by the Fund and management’s risk","page_number":47,"box":{"x":60,"y":157,"width":842,"height":13}},{"id":"95b0234f-3234-4ce1-bd03-0247b5552cee","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":47,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"7e7a5b32-e012-4187-ae07-1ace45832d30","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":47,"box":{"x":59,"y":188,"width":850,"height":12}},{"id":"9d566d45-0674-4b92-b79f-bdbfa8158682","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":47,"box":{"x":60,"y":203,"width":823,"height":12}},{"id":"7482fd5a-5afd-42f2-ac1c-29cebb33b859","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":47,"box":{"x":59,"y":218,"width":831,"height":12}},{"id":"8b5da825-d2b4-407f-8c49-4eb379d70380","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Fund’s independent registered public","page_number":47,"box":{"x":59,"y":233,"width":850,"height":12}},{"id":"01258ae6-ea5f-46b2-ad44-da5541e6bbc7","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support the Fund as well as test results.","page_number":47,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"4c35bb89-2090-4adf-b4b6-57c79c0f05a7","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":47,"box":{"x":60,"y":263,"width":876,"height":12}},{"id":"9245a423-8afd-4c96-903a-b1fb3a4ac301","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":47,"box":{"x":59,"y":278,"width":782,"height":13}},{"id":"0206dc72-c2f8-4e04-946d-92bf6b8daa50","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":47,"box":{"x":60,"y":293,"width":821,"height":13}},{"id":"faa86956-e65f-43f3-a48b-1441cbc47d4f","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":47,"box":{"x":59,"y":308,"width":704,"height":13}},{"id":"b5000728-eb6c-404e-b181-2c9487356ddf","block_type":"box","text":"Committees of the Board of Trustees.","page_number":47,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"d44e4d42-6448-4cf6-b658-09c0ea3e50b5","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":47,"box":{"x":336,"y":335,"width":556,"height":12}},{"id":"7f363110-1ebe-40d7-a281-450d72140d78","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":47,"box":{"x":60,"y":350,"width":848,"height":12}},{"id":"cbb81885-f758-418b-80d9-062e1e85f1f3","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":47,"box":{"x":59,"y":365,"width":824,"height":13}},{"id":"7551bd8c-80c5-49ac-84aa-f8c8f32761d3","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":47,"box":{"x":60,"y":380,"width":823,"height":13}},{"id":"4bfed462-3b91-4ff2-adc6-475083c24d88","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":47,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"3ee049d6-b910-40fd-bdac-a205c2e37ff1","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":47,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"6c5e4bf0-8f1a-4fde-ac4a-3e2db78db020","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":47,"box":{"x":59,"y":426,"width":871,"height":12}},{"id":"3e7c3851-e2cc-41ae-ac35-8ca2056efa01","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":47,"box":{"x":59,"y":441,"width":829,"height":12}},{"id":"2b1d2993-24ff-4144-bc77-8b58062712fd","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":47,"box":{"x":59,"y":456,"width":873,"height":12}},{"id":"56c1fa47-15b3-47b1-a166-36ac02272062","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":47,"box":{"x":59,"y":471,"width":657,"height":12}},{"id":"19960b6f-3881-41aa-817c-dad0b2ef3f91","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":47,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"753d20c9-a498-4cfd-9be7-1d23fd09b207","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":47,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"d4698e2b-69df-4c44-806b-3a2ee3da0854","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":47,"box":{"x":60,"y":528,"width":870,"height":12}},{"id":"83134e12-de1a-4f88-b56a-7de1b3265b2c","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":47,"box":{"x":59,"y":543,"width":867,"height":12}},{"id":"cbdf34a0-6c23-4c77-845b-9be937f2518d","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":47,"box":{"x":59,"y":558,"width":793,"height":12}},{"id":"ac3ed86c-54a8-49a5-9d86-581b4f7f650b","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":47,"box":{"x":60,"y":573,"width":845,"height":12}},{"id":"df6dc8d2-c2a1-4dc6-8b04-7f0cb9c7dfb4","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":47,"box":{"x":59,"y":588,"width":826,"height":13}},{"id":"7122f829-8050-4120-991f-a0a0bb317a49","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":47,"box":{"x":59,"y":603,"width":865,"height":13}},{"id":"2a4e5f0a-5ae1-415c-b967-577a679a4694","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":47,"box":{"x":60,"y":618,"width":857,"height":13}},{"id":"b4e55f01-ea31-4d4c-9fbf-7445759b43f1","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":47,"box":{"x":60,"y":634,"width":826,"height":12}},{"id":"2b674267-48b0-414b-95f6-71a0ad2aa5d9","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":47,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"bb28e8a3-53f4-4a09-8b0f-43e2c48ee4b8","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":47,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"a394a08e-448e-46bc-8a64-948a7b737ddc","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":47,"box":{"x":60,"y":679,"width":829,"height":12}},{"id":"44b7d553-cadf-4ba1-887c-887a237a38ab","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":47,"box":{"x":59,"y":694,"width":857,"height":12}},{"id":"b20fc2c8-4f33-4f0a-b221-cbc5ec3ef3e3","block_type":"box","text":"other capacity). The Nominating and Governance Committee met three times during the fiscal year ended October 31, 2025.","page_number":47,"box":{"x":59,"y":709,"width":871,"height":12}},{"id":"6dcb61ef-486e-486d-8256-fd2b3a37d841","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":47,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"4501d6a1-2b51-48ee-96c5-6818b4bd0e8e","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":47,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"19daa0a1-89ae-4f3e-bc53-bb8c55eacc1a","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":47,"box":{"x":59,"y":766,"width":823,"height":12}},{"id":"95d3d9e9-b120-47bb-bdd4-dafaebbac087","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":47,"box":{"x":60,"y":781,"width":877,"height":12}},{"id":"af83daae-d5ec-43a2-baa6-6f937a0e306c","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":47,"box":{"x":59,"y":796,"width":861,"height":12}},{"id":"d2df7a5f-36d8-4ee9-b983-417d17a3d54a","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":47,"box":{"x":60,"y":811,"width":867,"height":13}},{"id":"6719adcc-1f57-4e5f-90fc-d95b36fd2812","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":47,"box":{"x":60,"y":826,"width":847,"height":13}},{"id":"70c93253-a5ba-4ef0-bddc-94aaf814dff7","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended October 31, 2025.","page_number":47,"box":{"x":59,"y":841,"width":626,"height":13}},{"id":"c5c2df2a-8a49-4a25-a057-640a776d6e02","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":47,"box":{"x":59,"y":868,"width":836,"height":12}},{"id":"1a88f505-f716-4736-81b7-6f75303afac6","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":47,"box":{"x":59,"y":883,"width":869,"height":12}},{"id":"b4450d65-f125-420b-a33e-cc6518fc854f","block_type":"box","text":"30","page_number":47,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e9dc99d3-9b9c-486b-beff-dd6d0dd90fcf","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":48,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"91177f3f-3c3b-4f31-8ac2-48033c9c907e","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":48,"box":{"x":59,"y":82,"width":818,"height":12}},{"id":"fe79d0b1-e95f-4d21-908f-5a102ff202dd","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":48,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"7f7c85ab-e33d-4283-9386-ebcb32ba72d0","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":48,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"2ff84cc9-0ecf-4357-8682-df11aa8e5a7d","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":48,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"34c999c9-c420-4d5b-a923-271a97ee0a48","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":48,"box":{"x":59,"y":142,"width":855,"height":13}},{"id":"983b9075-6293-40b6-97a0-e5553b9a14c8","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":48,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"693c1e4d-cec7-48c9-a970-fb859d24d07f","block_type":"box","text":"ended October 31, 2025.","page_number":48,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"ee860320-ea40-471c-b6d2-62d56bbb0f63","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":48,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"06021241-3060-471f-99d4-34ba72738adf","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":48,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"cc952a52-7dde-4142-94cb-7d08a084ca1c","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":48,"box":{"x":60,"y":229,"width":878,"height":12}},{"id":"3a75c395-e899-4f50-ba85-91f7f7beb7f7","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":48,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"77633ed3-ab06-4da8-958c-9dad482ee91b","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":48,"box":{"x":60,"y":259,"width":877,"height":13}},{"id":"1bdede07-5ef7-444f-8ace-69be5021494e","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":48,"box":{"x":60,"y":274,"width":780,"height":13}},{"id":"86e67368-9fca-4eb4-9bf1-7eebb9139aec","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":48,"box":{"x":60,"y":290,"width":820,"height":12}},{"id":"06bc1faf-f38e-4bf3-b17b-4fd2ae8c4173","block_type":"box","text":"October 31, 2025.","page_number":48,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"b431e479-3f8e-45e6-96e9-bbe4a8c0d309","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":48,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"8905d03d-5f31-4ad3-a9d0-746c5abb2e87","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":48,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"52da900b-c6ce-4a0d-8f18-ca1b54bc614c","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":48,"box":{"x":59,"y":361,"width":867,"height":13}},{"id":"64408370-020d-4f1e-acab-4987f69976ae","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":48,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"f97563d5-be08-4085-8f5b-09985891c4bf","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":48,"box":{"x":59,"y":392,"width":852,"height":12}},{"id":"3d14c606-431f-4f8c-b402-e51741bb3347","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":48,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"0a83420c-f594-4d23-903c-8234c0b876dc","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":48,"box":{"x":60,"y":422,"width":833,"height":12}},{"id":"06f8f2b6-d510-4193-85c1-736a83b5caf8","block_type":"box","text":"Committee met four times during the fiscal year ended October 31, 2025.","page_number":48,"box":{"x":59,"y":437,"width":512,"height":12}},{"id":"1ba804cf-594b-427c-9b84-0c26bac65c20","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":48,"box":{"x":59,"y":463,"width":838,"height":13}},{"id":"300013ef-de44-4cbf-8848-425ebd64aba2","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":48,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"67b60353-c788-497e-b3d9-b151f8c4fa8f","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the Board may most","page_number":48,"box":{"x":60,"y":494,"width":853,"height":12}},{"id":"9478f935-268e-4e35-8f79-2c978d44e86a","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":48,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"34d77b95-a2e6-428c-b8aa-d56f8ed8467c","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":48,"box":{"x":59,"y":524,"width":398,"height":12}},{"id":"26756940-5194-4598-95e5-c1cbe30fdeac","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":48,"box":{"x":59,"y":550,"width":685,"height":13}},{"id":"40c27f2d-a9a4-4364-9279-8793e399a805","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":48,"box":{"x":59,"y":577,"width":833,"height":12}},{"id":"b2864d2d-9751-4d8b-8859-7e7f7524b417","block_type":"box","text":"Trustee in the Fund and in other registered investment companies overseen by the Trustee within the same family of","page_number":48,"box":{"x":59,"y":592,"width":816,"height":12}},{"id":"f96bb8ad-ab9e-4778-a4ac-0548e43895bb","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":48,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"fae725c7-7bc0-4084-958a-13bfab0a5fa7","block_type":"box","text":"date indicated above:","page_number":48,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"52f03ccd-1263-4e56-b8e9-b35cb30dec81","block_type":"box","text":"Name Fund","page_number":48,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"457e66af-7eab-4dba-aa7d-3e98717cac52","block_type":"box","text":"Dollar Range of Equity","page_number":48,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"e295812e-a081-4801-8538-c5fa6e75cc62","block_type":"box","text":"Securities in Named Fund","page_number":48,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"334dbc01-27bf-4835-9bbf-e97ed0d58ded","block_type":"box","text":"Aggregate Dollar Range","page_number":48,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"884b5d52-063c-41a0-9cb0-b5577db19e80","block_type":"box","text":"of Equity Securities in all","page_number":48,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"4e81c2e7-efd0-4045-8c60-e18eb5720e5c","block_type":"box","text":"Registered Investment","page_number":48,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"87c9e8b0-5f8d-44f0-b283-851888308b7a","block_type":"box","text":"Companies Overseen by","page_number":48,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"7f18f0ce-2c8b-4e6f-9437-db03d37fb2ae","block_type":"box","text":"Trustee","page_number":48,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"33980f66-3919-4900-90ff-a9901875d727","block_type":"box","text":"in Family of","page_number":48,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"996c65b8-74d9-45db-8ad3-998da3a26e52","block_type":"box","text":"Investment Companies","page_number":48,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"3d9935ad-c12e-4396-adf7-ba3d2c62022e","block_type":"box","text":"Robert S. Kapito None None None","page_number":48,"box":{"x":60,"y":734,"width":759,"height":13}},{"id":"60525558-4138-4a8a-bbce-bce0331c48ad","block_type":"box","text":"Stephen Cohen None None None","page_number":48,"box":{"x":59,"y":775,"width":760,"height":12}},{"id":"95b991ea-a82e-408e-9d73-f4fe0e484a8d","block_type":"box","text":"John E. Kerrigan iShares Core MSCI Emerging Markets ETF $1-$10,000 Over $100,000","page_number":48,"box":{"x":58,"y":815,"width":827,"height":12}},{"id":"37613e56-8df8-42e3-a16a-ac0eb2721b1e","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":48,"box":{"x":229,"y":835,"width":476,"height":11}},{"id":"b301d6a4-3efe-47a7-93dc-44a6273e7232","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $10,001-$50,000","page_number":48,"box":{"x":229,"y":855,"width":493,"height":12}},{"id":"8723c90b-a53b-40a3-837f-976edf7ca592","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $1-$10,000","page_number":48,"box":{"x":229,"y":875,"width":452,"height":12}},{"id":"52b8c05b-0c75-4126-91c4-13ddb0f8e9aa","block_type":"box","text":"31","page_number":48,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"75aeccd2-8598-4e62-89e1-c7752c2ddcb0","block_type":"box","text":"Name Fund","page_number":49,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"0b4aa40d-b406-4d2d-8b64-3c25fecbe1af","block_type":"box","text":"Dollar Range of Equity","page_number":49,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"167a9e40-6356-45a0-9c6e-687194f16af0","block_type":"box","text":"Securities in Named Fund","page_number":49,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"3774e77e-be76-4952-9adf-22e0dc8053c0","block_type":"box","text":"Aggregate Dollar Range","page_number":49,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"cee5a960-420d-456b-aa72-0f56cd10fb63","block_type":"box","text":"of Equity Securities in all","page_number":49,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"ae7a94a1-e746-4c2b-8dc6-546946a8d238","block_type":"box","text":"Registered Investment","page_number":49,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"fb0e9ed1-4172-4991-ba94-a5d8a7f59e85","block_type":"box","text":"Companies Overseen by","page_number":49,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"c0d3142a-5cdd-414c-84fa-bad974c77274","block_type":"box","text":"Trustee","page_number":49,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"1d425fae-e50c-43bb-8fa9-b08e7852130d","block_type":"box","text":"in Family of","page_number":49,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"44916f21-cd36-4fbd-9f4c-fce1bd3c5ca1","block_type":"box","text":"Investment Companies","page_number":49,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"59c9c992-b03b-4bfa-8ae2-136bbc59a769","block_type":"box","text":"iShares ESG Aware MSCI USA ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":150,"width":493,"height":11}},{"id":"55793aea-3fa2-4b5e-9ea6-4eec87f7c682","block_type":"box","text":"iShares ESG Aware MSCI USA Small-Cap ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":170,"width":493,"height":12}},{"id":"472fdcb5-a358-4863-9125-28e19106ca61","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":190,"width":493,"height":11}},{"id":"76bc511c-53c5-49cd-9fad-aea65975221c","block_type":"box","text":"iShares Future Exponential Technologies ETF Over $100,000","page_number":49,"box":{"x":229,"y":210,"width":476,"height":13}},{"id":"0087eb68-9472-4dfe-9a16-de24e58e62cb","block_type":"box","text":"iShares Genomics Immunology and Healthcare","page_number":49,"box":{"x":229,"y":230,"width":329,"height":13}},{"id":"62ecd3a6-1cbe-4c6c-b425-80f8f759c778","block_type":"box","text":"ETF","page_number":49,"box":{"x":246,"y":246,"width":24,"height":9}},{"id":"5b66eaa4-7878-45b6-bcdf-7fbe13a397f4","block_type":"box","text":"Over $100,000","page_number":49,"box":{"x":604,"y":230,"width":101,"height":12}},{"id":"13836738-9662-47a7-b5e2-49822d4fb565","block_type":"box","text":"iShares Global Clean Energy ETF $50,001-$100,000","page_number":49,"box":{"x":229,"y":266,"width":502,"height":12}},{"id":"6187398b-dcf7-4686-84a6-fd9699782cf7","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":49,"box":{"x":229,"y":286,"width":476,"height":11}},{"id":"85711ac9-1855-4d01-83ac-d6b19f3f2db1","block_type":"box","text":"iShares MSCI EAFE Growth ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":306,"width":493,"height":11}},{"id":"6054af73-d39b-4536-b0cc-cbdfc11abdcf","block_type":"box","text":"iShares MSCI EAFE Value ETF Over $100,000","page_number":49,"box":{"x":229,"y":326,"width":476,"height":11}},{"id":"92cff340-e544-4e63-bdf9-a9cebf12dbf5","block_type":"box","text":"iShares MSCI Emerging Markets ex China ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":346,"width":493,"height":13}},{"id":"4124a110-9cf6-45ab-bb8e-3a094461a88a","block_type":"box","text":"iShares MSCI USA Equal Weighted ETF Over $100,000","page_number":49,"box":{"x":229,"y":366,"width":476,"height":13}},{"id":"bd6fedbc-4a69-4e05-a29b-4fefe826b265","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":387,"width":493,"height":12}},{"id":"1938fab6-61d5-469b-aa3d-00b69ce2239d","block_type":"box","text":"iShares MSCI USA Quality Factor ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":407,"width":493,"height":12}},{"id":"2d0b2798-d7c1-4637-9c68-6f175ee58917","block_type":"box","text":"iShares S&P 500 Growth ETF $50,001-$100,000","page_number":49,"box":{"x":229,"y":427,"width":502,"height":11}},{"id":"40e2c958-01ad-4c56-aee0-513b70037554","block_type":"box","text":"iShares S&P 500 Value ETF Over $100,000","page_number":49,"box":{"x":229,"y":447,"width":476,"height":11}},{"id":"1ff08ccb-492f-4670-98ac-e1d42aa622bf","block_type":"box","text":"iShares U.S. Infrastructure ETF $1-$10,000","page_number":49,"box":{"x":229,"y":467,"width":452,"height":12}},{"id":"687bf5fd-9988-4cc4-aa9d-2c77f4470898","block_type":"box","text":"iShares U.S. Technology ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":487,"width":493,"height":13}},{"id":"cf5b1b8b-9fda-4b79-a60a-f53ba00b41f0","block_type":"box","text":"Jane D. Carlin iShares Core MSCI EAFE ETF $50,001-$100,000 Over $100,000","page_number":49,"box":{"x":58,"y":528,"width":827,"height":11}},{"id":"9a11142b-483b-4e5d-abda-034351092fd8","block_type":"box","text":"iShares Core MSCI Emerging Markets ETF $10,001-$50,000","page_number":49,"box":{"x":229,"y":548,"width":493,"height":12}},{"id":"edfba245-288b-451f-9184-a759905096e0","block_type":"box","text":"iShares Core S&P 500 ETF $50,001-$100,000","page_number":49,"box":{"x":229,"y":568,"width":502,"height":11}},{"id":"6f2f7146-0a02-4e04-b800-af29dd0a3467","block_type":"box","text":"iShares Core S&P Mid-Cap ETF $50,001-$100,000","page_number":49,"box":{"x":229,"y":588,"width":502,"height":13}},{"id":"93580d9a-ce6f-4077-8a69-60f063fa1456","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":49,"box":{"x":229,"y":608,"width":476,"height":13}},{"id":"e61744c9-e9b0-40d7-9e1b-9eeb63e2e1c5","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":49,"box":{"x":229,"y":628,"width":476,"height":12}},{"id":"77faa707-dd37-4599-bc82-dac92d74857b","block_type":"box","text":"iShares Select Dividend ETF $50,001-$100,000","page_number":49,"box":{"x":229,"y":649,"width":502,"height":11}},{"id":"da604b2d-821d-4a20-902f-be9edbbfe3ca","block_type":"box","text":"Richard L. 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The Co-Chair of each of the Audit Committee and Risk Committee was paid an additional retainer of","page_number":52,"box":{"x":60,"y":97,"width":846,"height":12}},{"id":"05e97069-c556-455e-b26d-e5aa7a878d27","block_type":"box","text":"$25,000.","page_number":52,"box":{"x":59,"y":112,"width":60,"height":11}},{"id":"49dbf63d-2136-472c-9a12-8f9d88857072","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Fund and the aggregate","page_number":52,"box":{"x":59,"y":138,"width":855,"height":13}},{"id":"3c625dac-7f8b-41e9-b860-9abea3575a19","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":52,"box":{"x":59,"y":154,"width":815,"height":12}},{"id":"350e830d-1db6-4cfd-acc4-626292fcfb8f","block_type":"box","text":"Agreements to cover all operating expenses of the Fund, subject to certain exclusions as provided for therein, BFA pays the","page_number":52,"box":{"x":59,"y":169,"width":859,"height":12}},{"id":"d6976dde-60f6-47ca-b464-99e59dddca13","block_type":"box","text":"compensation from its management fees. Compensation from the iShares Complex is not paid to Interested Trustees.","page_number":52,"box":{"x":59,"y":184,"width":824,"height":12}},{"id":"8c9a1b8d-dc6f-4989-9561-08c967559c1b","block_type":"box","text":"Trustee","page_number":52,"box":{"x":174,"y":254,"width":43,"height":8}},{"id":"40ccbc9d-3802-4c02-9e03-38f3bee58b80","block_type":"box","text":"Aggregate","page_number":52,"box":{"x":397,"y":224,"width":59,"height":9}},{"id":"510fb156-9a2f-434d-a7eb-165559d218fb","block_type":"box","text":"Compensation","page_number":52,"box":{"x":385,"y":234,"width":83,"height":9}},{"id":"e11db731-d92b-4e07-92b7-111c2a639ad6","block_type":"box","text":"for the Fund","page_number":52,"box":{"x":391,"y":244,"width":71,"height":7}},{"id":"16c5da9d-d10d-47ee-8f62-672b484cfcc8","block_type":"box","text":"in this SAI","page_number":52,"box":{"x":395,"y":254,"width":57,"height":8}},{"id":"ee0e32b9-42bd-4575-8b91-7681fd5f068a","block_type":"box","text":"1","page_number":52,"box":{"x":454,"y":253,"width":3,"height":4}},{"id":"660b6b9c-d463-4b82-bf4a-f30980f70455","block_type":"box","text":"Pension or","page_number":52,"box":{"x":543,"y":214,"width":60,"height":7}},{"id":"612a01d6-91f8-479e-aa80-1d3a6eeee271","block_type":"box","text":"Retirement","page_number":52,"box":{"x":542,"y":224,"width":62,"height":7}},{"id":"7ce21751-d8b1-46cd-b54e-3edeca7de7a1","block_type":"box","text":"Benefits Accrued","page_number":52,"box":{"x":524,"y":234,"width":98,"height":7}},{"id":"9edd2069-31d3-4e6f-b14c-fa2ada634bfe","block_type":"box","text":"as Part of Fund","page_number":52,"box":{"x":530,"y":244,"width":86,"height":7}},{"id":"a2fec243-ae6c-4e57-93dd-c7155d57656b","block_type":"box","text":"Expenses","page_number":52,"box":{"x":547,"y":254,"width":52,"height":10}},{"id":"39b6eca5-c055-415a-aabc-c06b621d99a4","block_type":"box","text":"Estimated Benefits","page_number":52,"box":{"x":677,"y":244,"width":106,"height":7}},{"id":"57979e0c-38a4-4b12-9212-f195323a738b","block_type":"box","text":"Upon Retirement","page_number":52,"box":{"x":682,"y":254,"width":97,"height":10}},{"id":"75fc28c9-5ee5-4577-8e1b-0b802c553f9a","block_type":"box","text":"Aggregate","page_number":52,"box":{"x":857,"y":224,"width":60,"height":9}},{"id":"afc20181-3963-43d1-be9f-e03ee69d76b0","block_type":"box","text":"Compensation","page_number":52,"box":{"x":846,"y":234,"width":83,"height":9}},{"id":"eab5db1e-63c5-4e21-9282-f87c99e8bd2a","block_type":"box","text":"for the","page_number":52,"box":{"x":868,"y":244,"width":38,"height":7}},{"id":"357cd5ff-a6d2-434f-8df8-0ebe844c13a1","block_type":"box","text":"iShares Complex","page_number":52,"box":{"x":837,"y":254,"width":96,"height":10}},{"id":"cf5c5aa8-b66e-459e-ad94-1048637a4547","block_type":"box","text":"2","page_number":52,"box":{"x":934,"y":253,"width":4,"height":4}},{"id":"6621f7e4-cb71-4d60-99ea-4382de67f11b","block_type":"box","text":"Interested Trustees:","page_number":52,"box":{"x":59,"y":276,"width":137,"height":9}},{"id":"b41b6746-41b2-49f4-b9e8-002893975c6c","block_type":"box","text":"Robert S. Kapito None Not Applicable Not Applicable None","page_number":52,"box":{"x":60,"y":306,"width":846,"height":12}},{"id":"c5f02a60-3e21-4ab7-afc0-49e30727996f","block_type":"box","text":"Stephen Cohen None Not Applicable Not Applicable None","page_number":52,"box":{"x":59,"y":321,"width":847,"height":12}},{"id":"e9ec10fe-8cad-491b-b493-c25475d22bc5","block_type":"box","text":"Independent Trustees:","page_number":52,"box":{"x":59,"y":351,"width":155,"height":13}},{"id":"8dd1056a-a88e-41bd-a1d4-5432bffe33ab","block_type":"box","text":"Jane D. Carlin $1,300.24 Not Applicable Not Applicable $550,000","page_number":52,"box":{"x":58,"y":382,"width":862,"height":12}},{"id":"7ca41ccd-f0cc-4106-8e62-9cb7c3fff5d1","block_type":"box","text":"Richard L. Fagnani 1,300.24 Not Applicable Not Applicable 550,000","page_number":52,"box":{"x":60,"y":397,"width":856,"height":12}},{"id":"74d42e07-8554-4805-bd45-022f56f08da8","block_type":"box","text":"Laura F. Fergerson 1,241.13 Not Applicable Not Applicable 525,000","page_number":52,"box":{"x":60,"y":412,"width":855,"height":12}},{"id":"b55c91ea-04c3-4269-9222-8b1b140fd2d7","block_type":"box","text":"Cecilia H. Herbert","page_number":52,"box":{"x":59,"y":427,"width":122,"height":10}},{"id":"16b17533-ed2e-4876-969c-a7ad4a313c99","block_type":"box","text":"3","page_number":52,"box":{"x":182,"y":425,"width":5,"height":6}},{"id":"1dec48f7-3c45-44cf-8557-854bff7b33d8","block_type":"box","text":"1,122.93 Not Applicable Not Applicable 475,000","page_number":52,"box":{"x":405,"y":427,"width":510,"height":12}},{"id":"03d067c5-9653-4a04-9899-413763609807","block_type":"box","text":"John E. Kerrigan 1,418.44 Not Applicable Not Applicable 600,000","page_number":52,"box":{"x":58,"y":442,"width":858,"height":12}},{"id":"c32e0160-4a6d-49e3-965e-6388efb4c506","block_type":"box","text":"James Lam 1,241.13 Not Applicable Not Applicable 525,000","page_number":52,"box":{"x":58,"y":457,"width":857,"height":13}},{"id":"b99fdc20-6140-40b7-b856-5c04574ba455","block_type":"box","text":"Drew E. Lawton 1,241.13 Not Applicable Not Applicable 525,000","page_number":52,"box":{"x":60,"y":472,"width":855,"height":13}},{"id":"b2fcc0cc-79fc-4685-8e44-c748cce6ba38","block_type":"box","text":"John E. Martinez 1,241.13 Not Applicable Not Applicable 525,000","page_number":52,"box":{"x":58,"y":487,"width":857,"height":13}},{"id":"caab082f-000d-4ae4-81cb-e6fd960361ff","block_type":"box","text":"Madhav V. Rajan 1,241.13 Not Applicable Not Applicable 525,000","page_number":52,"box":{"x":59,"y":503,"width":856,"height":12}},{"id":"b215565b-07d9-49ec-9c64-bad83319e322","block_type":"box","text":"1","page_number":52,"box":{"x":89,"y":541,"width":2,"height":5}},{"id":"03e789b4-3c51-47a1-93d7-477ca3801280","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":52,"box":{"x":103,"y":542,"width":815,"height":10}},{"id":"fe865ba8-2ba1-443f-a1f5-55664762f352","block_type":"box","text":"funds in the iShares Complex as of the fiscal year end.","page_number":52,"box":{"x":103,"y":555,"width":301,"height":10}},{"id":"bc246ebe-8a86-43cc-9a5f-757ed150c6b7","block_type":"box","text":"2","page_number":52,"box":{"x":88,"y":569,"width":5,"height":5}},{"id":"7f03c294-4bf9-4cb2-9a2a-a4377128df85","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":52,"box":{"x":104,"y":570,"width":730,"height":10}},{"id":"a143d630-150c-4746-86a9-00622b5f1ea7","block_type":"box","text":"3","page_number":52,"box":{"x":88,"y":584,"width":5,"height":5}},{"id":"03b12ed1-31e9-4aaa-9de0-51312589c9ea","block_type":"box","text":"Served as an Independent Trustee through December 31, 2025.","page_number":52,"box":{"x":103,"y":585,"width":353,"height":10}},{"id":"05b58831-89db-4598-93e6-c41117d6eef6","block_type":"box","text":"Control Persons and Principal Holders of Securities.","page_number":52,"box":{"x":59,"y":608,"width":372,"height":13}},{"id":"039ba73c-4910-4d26-af25-8948c9f74ceb","block_type":"box","text":"The Trustees and officers of the Trust collectively owned less than 1% of the Fund’s outstanding shares as of January 30,","page_number":52,"box":{"x":59,"y":635,"width":844,"height":12}},{"id":"3096f4d7-0047-49ec-9455-a147e69d8446","block_type":"box","text":"2026.","page_number":52,"box":{"x":59,"y":650,"width":38,"height":10}},{"id":"24a2e701-afac-4066-b1c1-2234c6362b51","block_type":"box","text":"Although the Trust does not have information concerning the beneficial ownership of shares held in the names of Depository","page_number":52,"box":{"x":59,"y":676,"width":878,"height":13}},{"id":"3d502545-fec7-48c4-bf0d-528764807ddf","block_type":"box","text":"Trust Company (“DTC”) participants (as defined below), as of January 30, 2026, the name and percentage ownership of each","page_number":52,"box":{"x":59,"y":691,"width":874,"height":13}},{"id":"9b01bb5a-e5ca-491b-99b8-3777771c9dcf","block_type":"box","text":"DTC participant that owned of record 5% or more of the outstanding shares of the Fund were as 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94014","page_number":52,"box":{"x":274,"y":846,"width":172,"height":11}},{"id":"b38ecb7a-ff27-49fc-8588-9c846e203d23","block_type":"box","text":"16.69%","page_number":52,"box":{"x":647,"y":815,"width":51,"height":10}},{"id":"6b078a51-2051-4c53-a0a1-9527306b3189","block_type":"box","text":"35","page_number":52,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"524cc58b-0766-43f3-a2b4-290b2cdcdf3f","block_type":"box","text":"Name and Address","page_number":53,"box":{"x":386,"y":77,"width":108,"height":8}},{"id":"30ef6077-4b4c-46a9-8b4d-663d3651b178","block_type":"box","text":"Percentage","page_number":53,"box":{"x":653,"y":68,"width":64,"height":9}},{"id":"e53ab32f-67e0-4ce6-945d-79f66b4b3ee5","block_type":"box","text":"of Ownership","page_number":53,"box":{"x":646,"y":77,"width":77,"height":10}},{"id":"c5929dc2-643a-4fe5-8f8c-ef6c5c4ec900","block_type":"box","text":"National Financial Services 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other","page_number":53,"box":{"x":214,"y":162,"width":705,"height":12}},{"id":"a3ef0ec5-4a5c-407f-afb7-adb4267d8478","block_type":"box","text":"subsidiaries of BlackRock, Inc. (collectively referred to in this section as “BlackRock”) and their respective directors, officers or","page_number":53,"box":{"x":59,"y":177,"width":878,"height":13}},{"id":"29aa5735-bbc2-4103-a19e-49333e29a066","block_type":"box","text":"employees, with respect to the Funds and/or other accounts managed by BlackRock, may give rise to actual or perceived","page_number":53,"box":{"x":59,"y":193,"width":847,"height":12}},{"id":"18396f8a-6384-4576-bbcf-a312c690bbe3","block_type":"box","text":"conflicts of interest such as those described below.","page_number":53,"box":{"x":59,"y":208,"width":355,"height":9}},{"id":"08a48b0f-471a-4977-8172-4d1cb6652306","block_type":"box","text":"BlackRock is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their respective directors,","page_number":53,"box":{"x":60,"y":234,"width":848,"height":13}},{"id":"de25a29f-3d70-4b3d-b586-6f199a450c7d","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":53,"box":{"x":59,"y":249,"width":821,"height":13}},{"id":"71bfafbe-af38-48fb-9735-594b4aedbb73","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":53,"box":{"x":59,"y":264,"width":824,"height":13}},{"id":"b3e30e75-6ef8-477f-a8bb-948b0c6bc160","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":53,"box":{"x":60,"y":280,"width":825,"height":11}},{"id":"63f01614-30fb-496f-a7a6-2f8eb098aaf0","block_type":"box","text":"managing the Funds. These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":53,"box":{"x":60,"y":295,"width":871,"height":12}},{"id":"a3a81912-5580-4d75-b521-260cf183edfc","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. These businesses and interests include potential multiple","page_number":53,"box":{"x":59,"y":310,"width":850,"height":12}},{"id":"dc7f1b62-9280-420a-acbf-7c62d28c6f11","block_type":"box","text":"advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other","page_number":53,"box":{"x":59,"y":325,"width":852,"height":12}},{"id":"2fadddbc-85f7-43dd-81e7-cee5f92d3e0f","block_type":"box","text":"instruments that may be purchased or sold by a Fund.","page_number":53,"box":{"x":60,"y":340,"width":377,"height":12}},{"id":"91abd3fc-04d8-475d-a2b5-7a0b7a5968d0","block_type":"box","text":"BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate","page_number":53,"box":{"x":60,"y":366,"width":842,"height":13}},{"id":"1696261d-c71c-419a-859d-18b72a596f16","block_type":"box","text":"accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund","page_number":53,"box":{"x":59,"y":382,"width":836,"height":12}},{"id":"d56790c9-ef3b-411f-a927-754ac720db62","block_type":"box","text":"and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also","page_number":53,"box":{"x":59,"y":397,"width":875,"height":12}},{"id":"b0517209-7877-4ffa-8bd6-e1391279ea33","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":53,"box":{"x":59,"y":412,"width":865,"height":12}},{"id":"1f39e383-3659-4851-a17c-17c08cc01e03","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":53,"box":{"x":59,"y":427,"width":840,"height":12}},{"id":"40b12f32-d6e6-4a5d-b190-fad9fe631f92","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":53,"box":{"x":59,"y":442,"width":441,"height":11}},{"id":"9db0137e-16fc-4855-80d5-fdc7893204fd","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":53,"box":{"x":59,"y":468,"width":859,"height":13}},{"id":"cf20c377-97e1-4669-8543-7c54fb9ee6e6","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":53,"box":{"x":59,"y":484,"width":868,"height":12}},{"id":"afd54d67-20a1-4c54-bbe2-edce2275fcef","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":53,"box":{"x":59,"y":499,"width":866,"height":12}},{"id":"e5d1552b-168d-4dd3-b551-5bf47a669e6a","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":53,"box":{"x":60,"y":514,"width":834,"height":12}},{"id":"61344ec7-075c-4be6-a783-335e5d502517","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":53,"box":{"x":60,"y":529,"width":876,"height":12}},{"id":"7b2b6d51-a374-42cf-9a40-e07934e25df8","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":53,"box":{"x":60,"y":544,"width":842,"height":12}},{"id":"ec074d7d-81a6-4273-8165-5bfc2195ce6e","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":53,"box":{"x":60,"y":559,"width":874,"height":13}},{"id":"b50dc3a4-cfbd-4007-aa4f-86c64f8adb88","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":53,"box":{"x":59,"y":574,"width":880,"height":13}},{"id":"ea60d12e-5160-4f2e-b664-4777497ead8f","block_type":"box","text":"such Fund based on the information received.","page_number":53,"box":{"x":59,"y":589,"width":320,"height":10}},{"id":"cc32100e-92ae-4884-b4d3-3f6898a9e9b1","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":53,"box":{"x":59,"y":616,"width":806,"height":12}},{"id":"6b1d7623-f5a6-4ca4-b113-2278c3d416d5","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":53,"box":{"x":59,"y":631,"width":873,"height":12}},{"id":"e95ef4b8-45d8-4de5-83cb-93362242b652","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":53,"box":{"x":59,"y":646,"width":815,"height":12}},{"id":"c908a9f6-9539-4db0-81dd-1babf229955f","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":53,"box":{"x":59,"y":661,"width":816,"height":13}},{"id":"4b03e874-9d51-42ae-9922-141256ecfe3c","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":53,"box":{"x":59,"y":676,"width":876,"height":13}},{"id":"293da9ee-8f3b-4eef-b9a9-b365e41d6686","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":53,"box":{"x":59,"y":691,"width":855,"height":13}},{"id":"79b410e9-5f9b-4d93-a472-941a01d65852","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":53,"box":{"x":59,"y":707,"width":815,"height":12}},{"id":"80c627d0-7d67-4b54-84f0-524a7e106a2f","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":53,"box":{"x":59,"y":722,"width":839,"height":12}},{"id":"b0e44fd1-7a89-48a4-ab60-5c443d20a500","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":53,"box":{"x":59,"y":737,"width":874,"height":12}},{"id":"17e601c0-4cdb-466e-ad3c-867d657555a6","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":53,"box":{"x":59,"y":752,"width":834,"height":12}},{"id":"c70425c6-4e6c-4c25-b4e5-40063f904e69","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":53,"box":{"x":59,"y":767,"width":822,"height":12}},{"id":"c4ee56c5-397d-4ae0-9e63-1f0fb9f0bcf8","block_type":"box","text":"implement internal policies and procedures designed to limit such consequences, which may cause a Fund to be unable to","page_number":53,"box":{"x":60,"y":782,"width":858,"height":13}},{"id":"7251c4da-e527-42de-800a-8bf06e283fbd","block_type":"box","text":"engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do","page_number":53,"box":{"x":59,"y":797,"width":867,"height":13}},{"id":"0583cc51-0df6-4eeb-9725-89f0c528f54b","block_type":"box","text":"so.","page_number":53,"box":{"x":59,"y":815,"width":18,"height":7}},{"id":"8ff27a05-7b48-410b-9488-be5d0c7346f6","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":53,"box":{"x":59,"y":839,"width":879,"height":12}},{"id":"3756554f-c4b5-4464-892f-181d831b0985","block_type":"box","text":"example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security","page_number":53,"box":{"x":59,"y":854,"width":870,"height":12}},{"id":"e075b7a2-60d8-4d4d-949a-4fd7adb31de3","block_type":"box","text":"sold short by (and therefore benefit) BlackRock or its other accounts or funds, and the purchase of a security or covering of a","page_number":53,"box":{"x":59,"y":869,"width":875,"height":12}},{"id":"4ce6e9a7-4f19-48e6-93a6-0ed117935748","block_type":"box","text":"36","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"69fcae89-fd8b-4908-825c-8357bc5ae30a","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":54,"box":{"x":59,"y":67,"width":880,"height":12}},{"id":"5516e287-d8da-48b4-aadf-8062655389c8","block_type":"box","text":"its other accounts or funds.","page_number":54,"box":{"x":60,"y":82,"width":191,"height":9}},{"id":"ddcdcf39-5da4-4086-ba3d-135e66eb177f","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":54,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"796ef983-96ce-486f-80f9-a5d6b34fd52b","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":54,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"11c08ab7-1c52-4043-b0b3-2853faa378c8","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":54,"box":{"x":59,"y":138,"width":836,"height":13}},{"id":"f9ce0a9d-8821-4762-ac2d-7f351dcae8e4","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":54,"box":{"x":60,"y":154,"width":861,"height":12}},{"id":"7f3cb19e-8f1c-46c2-a834-8ae5192ddce7","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":54,"box":{"x":59,"y":169,"width":850,"height":12}},{"id":"3e264e86-5c5f-4526-94bb-6167567e99a2","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":54,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"d10b192d-fad0-4c62-bdbd-f2ce488cc12f","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":54,"box":{"x":60,"y":199,"width":863,"height":12}},{"id":"9661e9be-cffc-4fe9-bea6-766b8fdbc1f2","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":54,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"e7fcfd64-e10b-43f1-ba3f-eff52f4dca09","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":54,"box":{"x":60,"y":229,"width":831,"height":12}},{"id":"876917df-420b-4c5d-af3e-081266fcd0aa","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":54,"box":{"x":59,"y":244,"width":841,"height":13}},{"id":"32d930aa-7495-44b1-869c-8896b87139f2","block_type":"box","text":"behalf of the Funds.","page_number":54,"box":{"x":60,"y":259,"width":137,"height":10}},{"id":"206d6c21-eaca-476b-9b93-3a3d6399f3e6","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":54,"box":{"x":60,"y":286,"width":815,"height":12}},{"id":"148bacca-d93e-404e-9308-f0d0c54fab1b","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":54,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"b32750c6-c1fe-4d32-a163-848eea9c685d","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":54,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"3f78a9b0-f8f2-450a-872d-c703e364e1d9","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":54,"box":{"x":59,"y":331,"width":541,"height":13}},{"id":"92908353-c601-471c-9969-afa00418e556","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":54,"box":{"x":60,"y":358,"width":827,"height":12}},{"id":"a4fa14e5-c1e8-484d-a1e7-6e16af6bde26","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":54,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"29e55582-9fb6-43ec-8c74-40ca59c4ac2e","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":54,"box":{"x":60,"y":388,"width":804,"height":12}},{"id":"7da7a0ed-8ddb-440b-88f1-c42492840e8a","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":54,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"fc642dc2-edfb-40f8-b105-f821d3a36812","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":54,"box":{"x":60,"y":418,"width":875,"height":12}},{"id":"41fe2e32-2e4f-42c9-9e2d-15bdb3910d28","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":54,"box":{"x":60,"y":433,"width":787,"height":13}},{"id":"b49b9d64-0c11-4ce9-bca9-bb4fcc7b3509","block_type":"box","text":"transactions.","page_number":54,"box":{"x":59,"y":449,"width":89,"height":9}},{"id":"873badf3-f5ad-4407-bd62-f8f695c62cdb","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":54,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"6b12b9ed-c587-4418-a228-e2783da60d11","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":54,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"80419138-72aa-4a18-934a-0a4066fb4bfe","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":54,"box":{"x":60,"y":505,"width":847,"height":12}},{"id":"9b91d6a1-7e1c-48e1-aad3-2a6844a9cea7","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":54,"box":{"x":59,"y":520,"width":668,"height":12}},{"id":"892fe25f-072f-4d39-9403-5bc48adbd7a8","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":54,"box":{"x":59,"y":547,"width":873,"height":12}},{"id":"cd094a9e-eba1-4171-9d47-179415329176","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":54,"box":{"x":59,"y":562,"width":874,"height":12}},{"id":"ad877b20-6294-4a4c-9865-02e0d909571c","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":54,"box":{"x":60,"y":577,"width":851,"height":12}},{"id":"85d1f14d-741f-4d89-a163-f9ea68e2778c","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":54,"box":{"x":60,"y":592,"width":858,"height":12}},{"id":"7a1d975d-f9a4-4361-8a69-deff88bdd041","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":54,"box":{"x":59,"y":607,"width":839,"height":12}},{"id":"7061f71a-a610-4a45-b070-3775ff5a0218","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":54,"box":{"x":59,"y":622,"width":434,"height":13}},{"id":"edc60556-27bf-4c77-9607-0b47430f2cb5","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":54,"box":{"x":60,"y":649,"width":837,"height":12}},{"id":"61231d9e-6464-4f93-bd5b-5990a3525f91","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":54,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"fdac721c-12de-46a5-98e1-e1089816def1","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":54,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"72b2b9fe-deff-4418-8353-4a863952b090","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":54,"box":{"x":59,"y":694,"width":850,"height":12}},{"id":"5d554c53-a4e5-4b09-b9a3-7344808be41e","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":54,"box":{"x":59,"y":709,"width":868,"height":12}},{"id":"9ce45a6e-463c-4628-80a4-5d4d377889cb","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":54,"box":{"x":60,"y":724,"width":850,"height":13}},{"id":"2a360b8c-932a-417e-a10a-74adb62173e3","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":54,"box":{"x":60,"y":739,"width":859,"height":13}},{"id":"a516e527-07c0-4ec4-bae8-4b2bae61da0d","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":54,"box":{"x":59,"y":754,"width":677,"height":13}},{"id":"f24fb6ab-6a0a-4d6a-b18d-a90902da2fee","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":54,"box":{"x":60,"y":781,"width":859,"height":12}},{"id":"53ba5e6b-6ce1-4e52-832d-7b413ce586b8","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":54,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"e38e291c-0a0e-495b-be6e-079e595c8ecb","block_type":"box","text":"behalf of a Fund in accordance with such analysis and models. In addition, BlackRock will not have any obligation to make","page_number":54,"box":{"x":60,"y":811,"width":854,"height":13}},{"id":"327e5b4f-34d2-453c-a43b-824e8dc3ebbe","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":54,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"51ed9b70-0b2d-4335-a52c-e234e3957acc","block_type":"box","text":"accounts managed by them, for the benefit of the management of a Fund and it is not anticipated that BlackRock will have","page_number":54,"box":{"x":59,"y":841,"width":859,"height":13}},{"id":"fdf1fb1e-5217-4632-9916-24e44c2c2024","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":54,"box":{"x":59,"y":857,"width":819,"height":12}},{"id":"128073e6-3246-4db0-a83f-33abb5748f98","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":54,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"29204ccd-c247-4703-a261-144543bc66c5","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":54,"box":{"x":59,"y":887,"width":568,"height":12}},{"id":"e245614b-c4ba-41fa-87bc-bbaa8b42a9c2","block_type":"box","text":"37","page_number":54,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"cf6a6bc3-1eb2-4165-98e1-3c8e5922108d","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":55,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"228b42d1-d9d0-4b91-917e-541545b40510","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":55,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"b882f36c-8972-4ceb-9829-687d6bf5602a","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":55,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"c3ac9eb4-ec17-4ce4-abf9-60a4b816facb","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":55,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"13b00170-4e6e-4895-8c1e-de0ce1b097d2","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":55,"box":{"x":60,"y":127,"width":868,"height":12}},{"id":"9ffe624f-a35b-4d8b-b59c-c132b14086ae","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":55,"box":{"x":59,"y":142,"width":816,"height":13}},{"id":"3c421920-b67a-4b78-9b77-7516517c631b","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":55,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"19dcaa6a-3949-4cc8-ab75-c9828a964226","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":55,"box":{"x":59,"y":172,"width":572,"height":13}},{"id":"ce5055c3-ecb6-4916-ab23-ad3d05438344","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":55,"box":{"x":60,"y":199,"width":835,"height":12}},{"id":"8f025b2b-c44f-445c-9769-f99276bc7d9c","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":55,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"0e526f7b-39ee-4ae9-ab19-950ec5fb789a","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":55,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"8196fbdb-9fa4-4171-8673-957010db4b4c","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":55,"box":{"x":59,"y":244,"width":851,"height":13}},{"id":"d663a1cf-d740-409a-8bec-55fc5a78468a","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":55,"box":{"x":59,"y":259,"width":838,"height":13}},{"id":"edae4347-8d0c-4a65-928e-711d8576ccb5","block_type":"box","text":"BlackRock.","page_number":55,"box":{"x":60,"y":274,"width":73,"height":10}},{"id":"55180932-46eb-4489-abb8-99c9fcdcfc9d","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":55,"box":{"x":60,"y":301,"width":872,"height":12}},{"id":"f8dc3a1b-4a3f-4de8-ac1f-36a91dd51c67","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":55,"box":{"x":60,"y":316,"width":847,"height":12}},{"id":"fdd151ac-1ef0-4026-a624-f76891d9a200","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":55,"box":{"x":60,"y":331,"width":826,"height":13}},{"id":"ea9d0dfd-18ca-4a3a-8edd-92f73bb1d29a","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":55,"box":{"x":59,"y":346,"width":847,"height":13}},{"id":"42c466d6-6779-4f36-91fd-7c7a1bbbd1cc","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":55,"box":{"x":59,"y":361,"width":837,"height":13}},{"id":"efe8e41e-0a33-4d86-bf5b-22f8630f81d1","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":55,"box":{"x":59,"y":377,"width":856,"height":12}},{"id":"4af40e31-1705-4334-8d0f-101521fd291d","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":55,"box":{"x":60,"y":392,"width":870,"height":12}},{"id":"937e7683-a4f3-480c-b537-04f6f8f991c7","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":55,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"d77d7d4c-75ea-4e98-ab25-b748ff63e0c1","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":55,"box":{"x":59,"y":422,"width":859,"height":11}},{"id":"3fae30f7-e26e-49a3-9c8a-6f25fc2d4a3d","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":55,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"a91dd88e-a3b2-4ec3-a13e-5ae8c596081d","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":55,"box":{"x":59,"y":452,"width":816,"height":12}},{"id":"4cb1cde9-8514-4eb5-9fb2-a1be052fcfd3","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":55,"box":{"x":60,"y":467,"width":247,"height":13}},{"id":"49fd0948-f84a-466d-9a17-ee9a95729bff","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":55,"box":{"x":59,"y":494,"width":801,"height":12}},{"id":"878215cd-69ea-4add-98a7-a8863ddcad0e","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":55,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"900b8b98-2d31-46c1-9c8f-6b692d9511a3","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":55,"box":{"x":60,"y":524,"width":854,"height":12}},{"id":"db492060-8754-40b5-8753-3d99a9e22f6c","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":55,"box":{"x":59,"y":539,"width":855,"height":12}},{"id":"b85816a6-e693-4940-a2e6-9fdb7e6b57bb","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":55,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"6f015439-b5e1-4a39-9938-e8468c050df3","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":55,"box":{"x":59,"y":569,"width":858,"height":13}},{"id":"f7a3ada8-94ee-433e-8a6d-abfc931e9384","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":55,"box":{"x":59,"y":584,"width":821,"height":13}},{"id":"714f24b4-520c-41da-a054-602343bc679a","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":55,"box":{"x":59,"y":600,"width":330,"height":12}},{"id":"2cdfbd54-fe53-44a4-9fdc-e26ffe992ea3","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":55,"box":{"x":59,"y":626,"width":821,"height":12}},{"id":"27cda4ff-e4ea-4b4e-918a-148f009b4a19","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":55,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"1c8b8af7-f9fe-4659-bd48-8f882959f8f0","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":55,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"9bbffdab-7129-46a4-a996-3b89617f8f4c","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":55,"box":{"x":59,"y":671,"width":824,"height":13}},{"id":"58178e8c-c845-4413-b3b5-f0b58ce7ed0c","block_type":"box","text":"amounts.","page_number":55,"box":{"x":59,"y":688,"width":65,"height":8}},{"id":"cc5eca74-7cfa-483a-a5bd-fe32a44c534c","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":55,"box":{"x":59,"y":713,"width":858,"height":12}},{"id":"b3a2f79b-ef76-44ea-8e1c-4596a6e47ff0","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":55,"box":{"x":60,"y":728,"width":856,"height":12}},{"id":"3734d611-b702-427a-85da-23e38b2dff0a","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":55,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"b5e02580-216d-44ba-9621-392a252150c0","block_type":"box","text":"obligation to allow its credit to be used in connection with a Fund’s establishment of its business relationships, nor is it","page_number":55,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"f18a714c-2368-4107-a59d-3517d484e58b","block_type":"box","text":"expected that the Fund’s counterparties will rely on the credit of BlackRock in evaluating the Fund’s creditworthiness.","page_number":55,"box":{"x":59,"y":773,"width":821,"height":13}},{"id":"c65c5e3d-1a89-4c52-8bc5-a0e3a5ca78eb","block_type":"box","text":"BTC, an affiliate of BlackRock, pursuant to SEC exemptive relief, acts as securities lending agent to, and receives a share of","page_number":55,"box":{"x":60,"y":800,"width":851,"height":12}},{"id":"1ea997d5-39f9-466b-a991-fa08029ab11b","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":55,"box":{"x":59,"y":815,"width":870,"height":12}},{"id":"afd84c69-56d1-4d17-9360-aefe92e4745b","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":55,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"11b0e429-3ebd-4d3a-ad23-7200d0942cff","block_type":"box","text":"including but not limited to: (i) BlackRock as securities lending agent may have an incentive to, among other things, increase","page_number":55,"box":{"x":60,"y":845,"width":871,"height":13}},{"id":"9c26c107-4b99-4adb-9c49-85c4b1002095","block_type":"box","text":"or decrease the amount of securities on loan or to lend particular securities in order to generate additional risk-adjusted","page_number":55,"box":{"x":59,"y":860,"width":838,"height":13}},{"id":"ffe89bf3-18c2-480f-aa92-de3a8a2b1f98","block_type":"box","text":"revenue for BlackRock and its affiliates; and (ii) BlackRock as securities lending agent may have an incentive to allocate loans","page_number":55,"box":{"x":60,"y":875,"width":870,"height":13}},{"id":"f4690753-6cae-4211-a973-0382cdd319d3","block_type":"box","text":"38","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c06a5b47-ee90-4f9d-bcfc-7415beb5be01","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":56,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"9649fdde-d3fb-4c88-98ec-d19e99ffbe0c","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":56,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"e5d4deff-0fbe-4498-92a6-2ef84e733a38","block_type":"box","text":"allocation.","page_number":56,"box":{"x":59,"y":97,"width":71,"height":10}},{"id":"7c90dc31-275e-4f99-9511-252f5a8f6d3a","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":56,"box":{"x":59,"y":123,"width":863,"height":13}},{"id":"f7def09a-7519-4d20-8a24-bda554fbda7c","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":56,"box":{"x":59,"y":138,"width":881,"height":13}},{"id":"67834a10-d0a6-462f-8f74-663ba644d6b5","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":56,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"06c057f7-f216-427f-8a2e-e936b4b8be04","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":56,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"a8e58709-a06c-4ffe-9e49-b90a9016b1f5","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":56,"box":{"x":60,"y":184,"width":848,"height":12}},{"id":"b507442b-1a09-4d45-9d81-9a41bcc3c6b2","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":56,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"7cf58a04-b8ba-42c5-ad29-6cb04ab0f076","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":56,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"db0e9a42-eb57-4aaa-b3e8-685b45da5102","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":56,"box":{"x":59,"y":229,"width":866,"height":12}},{"id":"55e39388-49fe-49bb-b044-350f9b9d6514","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":56,"box":{"x":59,"y":244,"width":864,"height":13}},{"id":"03b99c3b-6d86-46fe-a168-a34ad2e808f1","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":56,"box":{"x":60,"y":259,"width":443,"height":13}},{"id":"52411441-aa2d-4a7e-8821-f59b74311193","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":56,"box":{"x":60,"y":286,"width":867,"height":12}},{"id":"88104206-64e4-4aa4-8460-8cd949295c60","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":56,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"e9241ca1-f4c0-41df-bcaa-413284a5af05","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":56,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"071b35fe-f81d-4b31-8ef5-f8589766590b","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":56,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"0d304e48-2333-4b97-acdf-08885487fa6f","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":56,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"88428596-0d03-43ed-bcf8-934b3e255ea3","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":56,"box":{"x":60,"y":361,"width":421,"height":13}},{"id":"b52a58ab-092e-4ba2-bb20-29b121dd2d21","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":56,"box":{"x":60,"y":388,"width":875,"height":12}},{"id":"efd212c2-cba8-46be-b91f-2ba65d379e03","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":56,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"6cac925e-77fa-4fe9-87d6-0cf1aa7c1b4d","block_type":"box","text":"(","page_number":56,"box":{"x":60,"y":418,"width":4,"height":12}},{"id":"52e51e8e-8c8e-4381-94e6-002260c1b465","block_type":"box","text":"i.e","page_number":56,"box":{"x":65,"y":419,"width":15,"height":9}},{"id":"9d702c2d-3747-4777-843b-c8fa1ae92097","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":56,"box":{"x":81,"y":418,"width":825,"height":12}},{"id":"843d06ce-cc7e-4e81-a127-638e66196113","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":56,"box":{"x":60,"y":433,"width":798,"height":13}},{"id":"ac937446-ea71-4d40-9755-a5b2a812bb0c","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":56,"box":{"x":59,"y":448,"width":861,"height":13}},{"id":"c97decc9-d654-4bd6-8887-10c24c61380b","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":56,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"6e7272c8-e395-4a2d-b16e-e24c5a47fe96","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":56,"box":{"x":59,"y":479,"width":836,"height":12}},{"id":"c8a58bc1-3bdf-4fe2-8b40-ae9476cecf1b","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":56,"box":{"x":60,"y":494,"width":858,"height":12}},{"id":"42ba3e32-1d4c-46db-bda5-a344f8264d05","block_type":"box","text":"the firm.","page_number":56,"box":{"x":59,"y":509,"width":58,"height":10}},{"id":"eca2954d-ce14-4cfe-a84d-e86b2e6bb650","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":56,"box":{"x":60,"y":535,"width":874,"height":13}},{"id":"92eb8173-368a-4a42-aa38-ba1cc941cf06","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":56,"box":{"x":59,"y":550,"width":849,"height":13}},{"id":"370bb6c9-d086-4ce9-830d-1d3b39c0f1fa","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":56,"box":{"x":60,"y":566,"width":867,"height":12}},{"id":"c066cc57-a436-4518-8769-9dc9adc5b6d9","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":56,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"8b5dc44e-18cd-4c43-b195-65842edeab25","block_type":"box","text":"required, or in cases involving client direction.","page_number":56,"box":{"x":60,"y":596,"width":318,"height":12}},{"id":"d982a0bf-444b-4cba-8b13-4919e9d9896e","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":56,"box":{"x":60,"y":622,"width":872,"height":13}},{"id":"277ccff0-71ec-4a7a-a0c2-5ce7dd2c66b2","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":56,"box":{"x":59,"y":637,"width":819,"height":13}},{"id":"dccccf9b-e0f7-4a4d-8044-43819031ac43","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":56,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"649fd44e-bc77-4ddd-9a8b-3bbfd8aad2f0","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":56,"box":{"x":59,"y":668,"width":843,"height":12}},{"id":"52bd1f1e-d7c1-4c21-9152-1fa418e2f093","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":56,"box":{"x":59,"y":683,"width":471,"height":12}},{"id":"6d1d42e5-b612-4f20-8095-41de49d1efb4","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":56,"box":{"x":60,"y":709,"width":847,"height":12}},{"id":"64687ec0-8b86-4050-9dab-7a32a08ec6b3","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":56,"box":{"x":60,"y":724,"width":864,"height":13}},{"id":"4f00db29-8545-4182-9fe9-6e55f22a37c3","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":56,"box":{"x":59,"y":739,"width":857,"height":13}},{"id":"060edd21-3f3a-467d-83f3-b5a2eba6278b","block_type":"box","text":"traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be","page_number":56,"box":{"x":59,"y":754,"width":843,"height":13}},{"id":"433c2b18-7e77-439b-a586-00efd3d331dc","block_type":"box","text":"used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by","page_number":56,"box":{"x":60,"y":770,"width":814,"height":12}},{"id":"0a0eb516-6d50-46d5-9c9f-42cf18ba4cfa","block_type":"box","text":"BlackRock.","page_number":56,"box":{"x":60,"y":785,"width":73,"height":9}},{"id":"f6def5e0-53bd-4036-ad60-a1f875124587","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":56,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"2637585e-1ba8-4d27-b8fe-69f418a4da8a","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":56,"box":{"x":59,"y":826,"width":841,"height":13}},{"id":"61e8cb90-5a8c-4194-a578-278747bd96d2","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":56,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"5f40ac2a-00b1-4bb3-986a-15860735ae00","block_type":"box","text":"futures, fixed-price offerings and OTC transactions). Such research or other services may include, to the extent permitted by","page_number":56,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"82b34e38-6bc8-473a-9314-e7463018daf2","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":56,"box":{"x":60,"y":872,"width":836,"height":12}},{"id":"afbe6704-19ec-4c89-bc8e-72ed8e09b05f","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":56,"box":{"x":59,"y":887,"width":816,"height":12}},{"id":"992a8e48-382c-43d3-9caa-e48b2f3dc16f","block_type":"box","text":"39","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f5273d26-2060-4518-93b9-27ebe3d2e9b6","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":57,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"7131bbdd-4f3c-442b-bf92-3dfe72b2c2df","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":57,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"10887850-623f-4108-9308-a7d2d38cd5ec","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":57,"box":{"x":60,"y":97,"width":839,"height":12}},{"id":"5ad63831-6460-4a60-8304-cfc915bbcf0d","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":57,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"24bdd16e-9c39-4d73-8be4-463ac9316e5d","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":57,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"1136b074-7f53-4109-bd2c-5f4b470ee1c6","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":57,"box":{"x":60,"y":142,"width":840,"height":13}},{"id":"bc67d42f-4d5e-4601-8535-0e56eb3a949b","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":57,"box":{"x":60,"y":157,"width":861,"height":13}},{"id":"04fcb907-4a44-491d-9534-662a388e96aa","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":57,"box":{"x":60,"y":172,"width":867,"height":13}},{"id":"842aca7a-00cb-4349-9be3-223b23918283","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":57,"box":{"x":59,"y":188,"width":400,"height":12}},{"id":"57325b06-69ba-4421-8018-559746f689cc","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":57,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"8f1b1071-01a1-4759-9c86-775630b9f999","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":57,"box":{"x":59,"y":229,"width":827,"height":12}},{"id":"1f27c4aa-9e67-42fb-9841-af0f54ea51e0","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":57,"box":{"x":60,"y":244,"width":844,"height":13}},{"id":"cdf4320e-a792-4932-9d33-2acf19341500","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":57,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"39ff1e16-e175-425b-9861-70c6920c839f","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":57,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"e9d02461-b7da-4b3b-9e0a-2ce36ddc098a","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":57,"box":{"x":60,"y":290,"width":844,"height":12}},{"id":"4d60c364-dc6e-478a-84c4-fac6708419a4","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":57,"box":{"x":60,"y":305,"width":825,"height":12}},{"id":"b9e291b0-6885-4c5c-863f-13bf4940df57","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":57,"box":{"x":59,"y":320,"width":361,"height":12}},{"id":"4fede840-66ce-4273-b1c8-2ab5db37f884","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":57,"box":{"x":60,"y":346,"width":868,"height":13}},{"id":"fda910f9-ad32-4cb4-b4d3-f8131bd46f33","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":57,"box":{"x":60,"y":361,"width":862,"height":13}},{"id":"cd725975-7971-4f07-8f2e-33401aa55db7","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":57,"box":{"x":59,"y":377,"width":846,"height":12}},{"id":"31f9ee1e-8078-4524-943f-97bd0a9d5a9f","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":57,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"cb1e4c22-87c3-4d90-9e02-985696759061","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":57,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"dc1e8bec-a73d-4654-ba4c-7b0effe7d4ed","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":57,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"005f23bd-f976-48d8-be0a-e25932e5e133","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":57,"box":{"x":60,"y":437,"width":805,"height":12}},{"id":"960db2b3-5ff2-440d-9b39-0f661725b3f1","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":57,"box":{"x":60,"y":452,"width":793,"height":12}},{"id":"760f3210-5096-43cd-be6b-0b54963e56b1","block_type":"box","text":"transactions.","page_number":57,"box":{"x":59,"y":468,"width":89,"height":9}},{"id":"a11e7055-22aa-4118-bbf3-8d1af47418a3","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":57,"box":{"x":60,"y":494,"width":821,"height":12}},{"id":"fd3bc8b7-6e50-4d51-9fb4-5d162360287e","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":57,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"be724720-7648-40a7-968d-0cb66f5fbd94","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":57,"box":{"x":59,"y":524,"width":870,"height":12}},{"id":"39d75971-ad32-4416-ba86-c401bec77981","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":57,"box":{"x":60,"y":539,"width":810,"height":12}},{"id":"c989a591-5c4a-45d7-ba89-e55133f75fb6","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":57,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"9b2cf99a-11f0-4d1f-868b-cb2710751037","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":57,"box":{"x":59,"y":581,"width":872,"height":12}},{"id":"8b8401d7-8fb0-483d-bbaa-bb62a8b37ded","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":57,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"225d180a-7c08-49c3-8872-8a56c87d4a45","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":57,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"f0e189af-a8ba-4838-8beb-4abdfd72335b","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":57,"box":{"x":60,"y":626,"width":801,"height":12}},{"id":"9b476e64-dc6a-4352-9b3b-6d0fcd4b74f4","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":57,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"3fadfefb-df5a-4a0b-a598-6c0d177ba508","block_type":"box","text":"Policies.”","page_number":57,"box":{"x":60,"y":656,"width":60,"height":10}},{"id":"d648334f-37bd-42e1-964d-a25210a60b1c","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":57,"box":{"x":60,"y":683,"width":819,"height":12}},{"id":"fb4a51fc-2125-48a2-9cc6-11fe917c52e5","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":57,"box":{"x":60,"y":698,"width":874,"height":12}},{"id":"cba64b8d-609d-4dba-b198-137f83e05baf","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":57,"box":{"x":59,"y":713,"width":861,"height":12}},{"id":"d754b0d6-818a-47ab-8db5-8d959270ed1a","block_type":"box","text":"the Fund’s expense ratio.","page_number":57,"box":{"x":59,"y":728,"width":174,"height":12}},{"id":"bc756114-45eb-4dc6-8d4e-6dcd3adeac72","block_type":"box","text":"BlackRock reserves the right, subject to compliance with applicable law, to sell into the market or redeem in Creation Units","page_number":57,"box":{"x":60,"y":754,"width":854,"height":13}},{"id":"f9950857-a7b9-4b10-b5cc-8f0b3e8454f1","block_type":"box","text":"through an Authorized Participant at any time some or all of the shares of the Fund acquired for its own accounts or the","page_number":57,"box":{"x":59,"y":770,"width":840,"height":12}},{"id":"fb5daa7f-529c-4f07-ad84-60b8ea136572","block_type":"box","text":"account of a BlackRock advisory client. A large sale or redemption of shares of the Fund by BlackRock itself or a BlackRock","page_number":57,"box":{"x":59,"y":785,"width":856,"height":12}},{"id":"68943093-b6f5-4854-9d07-91c0232901f6","block_type":"box","text":"advisory client could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s","page_number":57,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"2407ad10-1df7-47fd-97a8-d87506ea0564","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":57,"box":{"x":60,"y":815,"width":871,"height":12}},{"id":"9eaf6c08-eb09-43b9-b1ff-b684b1610e47","block_type":"box","text":"Fund.","page_number":57,"box":{"x":60,"y":830,"width":37,"height":10}},{"id":"90ecd9da-edbc-4e48-9a05-caa1242f6c40","block_type":"box","text":"It is possible that a Fund may invest in securities of, or engage in transactions with, companies in which BlackRock has","page_number":57,"box":{"x":60,"y":857,"width":828,"height":12}},{"id":"2b8e15c1-ec6e-4cd6-bda3-767707844de0","block_type":"box","text":"significant debt or equity investments or other interests. A Fund may also invest in issuances (such as structured notes) by","page_number":57,"box":{"x":59,"y":872,"width":858,"height":12}},{"id":"364bbe43-d83d-4d96-85cc-1c25a6a6d36d","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":57,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"ed73fc06-bcce-4db9-9298-064a4f09e16c","block_type":"box","text":"40","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"3970617e-bd5f-4083-9bc5-5f26099621b5","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":58,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"7c4e1332-0b0f-4785-82af-b50120cee587","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":58,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"0069eb94-de21-4e33-8a29-2c71ef90141f","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":58,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"68bcf0e6-f85c-486f-8a39-286af5bb9a91","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":58,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"52d6d267-f955-4415-85b0-ef9395d5f3d1","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":58,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"5b296367-9c71-4afc-a7ad-f203046aee78","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":58,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"d6a12cbd-0ef9-4e93-b74e-cca772dcd555","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":58,"box":{"x":59,"y":169,"width":863,"height":12}},{"id":"502838fb-9078-4b12-a14f-7bb0da10889d","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":58,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"58ebc41e-62ec-4809-bdf5-3dbfe6902f73","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":58,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"d2346f08-c511-4033-bfd2-80f148882834","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":58,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"620d8115-fdf4-4130-ab23-913fc7315974","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":58,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"d160107f-1604-467d-bebc-8d2e94cadd1d","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":58,"box":{"x":60,"y":244,"width":865,"height":13}},{"id":"756ef881-3ad0-4a40-8fd2-e283e26fb1e5","block_type":"box","text":"products.","page_number":58,"box":{"x":59,"y":259,"width":65,"height":13}},{"id":"af57408a-cb83-49f2-a78f-418f83b32ae7","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":58,"box":{"x":59,"y":286,"width":820,"height":12}},{"id":"b6a2c590-9b2e-4545-8961-8b4c17a80528","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":58,"box":{"x":60,"y":301,"width":832,"height":12}},{"id":"3c0857cc-4e13-436c-8627-f54dcc9af2b2","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":58,"box":{"x":60,"y":316,"width":845,"height":12}},{"id":"48f0f17d-3a01-42b5-8b6d-24dbddf78757","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":58,"box":{"x":60,"y":331,"width":876,"height":13}},{"id":"65bda034-e46b-44ac-868e-148467c45310","block_type":"box","text":"provide services to the Fund.","page_number":58,"box":{"x":59,"y":346,"width":200,"height":13}},{"id":"72931eb2-949e-460d-9dda-f5fd666e41af","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":58,"box":{"x":60,"y":373,"width":867,"height":12}},{"id":"baf1ddeb-4a38-4496-9c0b-ae20aa38b3e2","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":58,"box":{"x":59,"y":388,"width":821,"height":12}},{"id":"092d2475-fcef-4fd0-b7c6-44bd72fcf1a5","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":58,"box":{"x":60,"y":403,"width":854,"height":12}},{"id":"bb699603-4ede-457a-a4dc-83adfc70422b","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":58,"box":{"x":59,"y":418,"width":877,"height":12}},{"id":"a4ba7bbb-3a24-4424-8da5-4101238f0be3","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":58,"box":{"x":59,"y":433,"width":849,"height":13}},{"id":"dc684da9-152a-47e8-b4f0-d1681ccc2344","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":58,"box":{"x":59,"y":448,"width":821,"height":13}},{"id":"103d7e1c-82ff-4c0b-ac3a-e7c3511c1be2","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":58,"box":{"x":59,"y":463,"width":466,"height":13}},{"id":"30ac2f9d-0b33-474e-8d43-3bc9214776a2","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":58,"box":{"x":59,"y":490,"width":816,"height":12}},{"id":"a237f2b0-2eb6-45cf-baca-05f7386dc907","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":58,"box":{"x":59,"y":505,"width":869,"height":12}},{"id":"9058bc97-d50d-4f60-ae01-54d710f6bab7","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":58,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"39d74ddc-a3b6-419e-a772-5faad7610ce0","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":58,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"c74483c4-cfa8-4f81-830c-e67501447bc4","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":58,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"1bc634d4-dcbe-4cbd-b019-d1d2fe70ff5c","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":58,"box":{"x":59,"y":566,"width":878,"height":12}},{"id":"94e72b47-f1d2-47ce-8913-6cdeac6e85f5","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":58,"box":{"x":59,"y":581,"width":844,"height":12}},{"id":"3b4db268-cda7-4c49-b19b-d45afb29d219","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":58,"box":{"x":60,"y":596,"width":863,"height":12}},{"id":"041bff17-8da0-4b87-9727-f69c83723335","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":58,"box":{"x":59,"y":611,"width":835,"height":12}},{"id":"512a4069-df0e-4cec-8109-e8e1395468e6","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":58,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"229c49c5-c4c0-4bcf-bee7-dbbd1124278a","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":58,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"03435886-b433-44f0-a86e-eae24019dc73","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":58,"box":{"x":59,"y":656,"width":843,"height":13}},{"id":"cb5bb3b7-bc8e-455d-a3f5-dacdb3b85632","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":58,"box":{"x":59,"y":671,"width":865,"height":13}},{"id":"1fab13ee-18cb-4503-99a5-50873b557274","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":58,"box":{"x":60,"y":686,"width":873,"height":13}},{"id":"c9ebda26-c0b3-4098-b0c6-33f624241ccf","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":58,"box":{"x":59,"y":702,"width":832,"height":12}},{"id":"645ac52c-6b63-46a7-8b9f-732d6fbcb7e5","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":58,"box":{"x":60,"y":717,"width":522,"height":12}},{"id":"a34fa112-48e7-4ad2-8174-71ffe99102ef","block_type":"box","text":"To the extent permitted by applicable law, a Fund may invest all or some of its short term cash investments in any money","page_number":58,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"08b24655-d9a6-441c-8655-b1664142812b","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":58,"box":{"x":60,"y":758,"width":870,"height":13}},{"id":"ff102947-f8c8-4ac2-a8f4-db86f87a3395","block_type":"box","text":"a Fund, to the extent permitted by the Investment Company Act, may pay its share of expenses of a money market fund or","page_number":58,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"b7eedeef-04fa-4230-9bb0-88ee56cb2cbc","block_type":"box","text":"other similarly managed private fund in which it invests, which may result in a Fund bearing some additional expenses.","page_number":58,"box":{"x":59,"y":788,"width":832,"height":13}},{"id":"2d6fb9eb-484d-4ce3-80db-e0d1bb08dba5","block_type":"box","text":"BlackRock and its directors, officers and employees, may buy and sell securities or other investments for their own accounts","page_number":58,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"c7be54e8-d320-4d76-9265-38de53c7cff7","block_type":"box","text":"and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading and","page_number":58,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"a849b6c7-25af-478f-b9a5-697092e9989d","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":58,"box":{"x":60,"y":845,"width":855,"height":13}},{"id":"3d60543b-0079-4199-905c-c2a71f916399","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. 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Similar situations could arise if personnel of","page_number":59,"box":{"x":155,"y":350,"width":736,"height":12}},{"id":"5f746049-c5cd-4da4-bad3-321d8de25150","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. 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Certain BlackRock advisory personnel","page_number":59,"box":{"x":60,"y":467,"width":877,"height":13}},{"id":"69e66635-404a-4510-9f5e-fff9abffc0e8","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":59,"box":{"x":60,"y":482,"width":828,"height":13}},{"id":"da31cd24-851a-4656-ad56-09529a852420","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":59,"box":{"x":59,"y":497,"width":835,"height":13}},{"id":"79454b07-75cf-45d0-9d3d-148b698e0a42","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":59,"box":{"x":59,"y":513,"width":870,"height":12}},{"id":"8b1b4763-5e3f-4d48-b942-d074bfc7885e","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":59,"box":{"x":59,"y":528,"width":852,"height":12}},{"id":"fa642c67-ff0e-433d-be88-a037b4e7a7c5","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":59,"box":{"x":60,"y":543,"width":843,"height":12}},{"id":"817466c8-1409-412a-b7a7-59d56e283ccb","block_type":"box","text":"obligation or other duty to do so.","page_number":59,"box":{"x":59,"y":558,"width":230,"height":12}},{"id":"7839b274-b582-43fa-910c-02b3e857b38c","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":59,"box":{"x":60,"y":584,"width":838,"height":13}},{"id":"98ea6189-a8c0-433a-a3ae-d4671513f95b","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":59,"box":{"x":59,"y":600,"width":880,"height":12}},{"id":"fa8c1385-e657-4971-aa0b-de96e2ad67ed","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":59,"box":{"x":59,"y":615,"width":834,"height":12}},{"id":"fffbd16c-1047-40b9-b2a2-62e7b9525237","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":59,"box":{"x":60,"y":630,"width":875,"height":12}},{"id":"1e043b75-49d6-44e0-a7f3-2ec0fc049570","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":59,"box":{"x":60,"y":645,"width":858,"height":12}},{"id":"9f0e33e3-dc2d-481d-8e60-b106675e2e3d","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":59,"box":{"x":59,"y":660,"width":875,"height":12}},{"id":"d51bcddf-8398-4377-9845-bb503263b5c4","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":59,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"85e45884-492a-4ccd-970e-44476fab4579","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":59,"box":{"x":60,"y":690,"width":327,"height":13}},{"id":"9f46c88e-529a-404a-aa80-10ec3f95bb97","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":59,"box":{"x":60,"y":717,"width":875,"height":12}},{"id":"a87a082f-632b-47a4-9077-84b6c7470b86","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":59,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"f99b86d8-b537-4749-b719-2afffaa89c7a","block_type":"box","text":"were moved will no longer have access to the information and personnel from the side of the information barrier from which","page_number":59,"box":{"x":59,"y":747,"width":872,"height":12}},{"id":"2e8f53d0-ff4d-44ab-bedb-a5249769a19f","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":59,"box":{"x":59,"y":762,"width":844,"height":12}},{"id":"62d3d306-7089-455d-b70b-8b23720157e4","block_type":"box","text":"ability of BlackRock to engage in or otherwise effect transactions on behalf of the Funds (including purchasing or selling","page_number":59,"box":{"x":59,"y":777,"width":840,"height":13}},{"id":"da4bdf62-f57a-4bb8-b02d-64a81e6b7d43","block_type":"box","text":"securities that BlackRock may otherwise have purchased or sold for a client in the absence of a change to an information","page_number":59,"box":{"x":59,"y":792,"width":846,"height":13}},{"id":"57a071f5-46fb-42e1-83ef-9948f866df2e","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":59,"box":{"x":60,"y":807,"width":799,"height":13}},{"id":"11b74207-f127-4a64-8620-c84baa641e89","block_type":"box","text":"inadvertent crossings of the barriers, and actions by personnel on one side of a barrier may impact the potential actions of","page_number":59,"box":{"x":60,"y":823,"width":855,"height":12}},{"id":"98a25dd3-73c9-4222-9ce0-db98b342eaf4","block_type":"box","text":"personnel on the other side of a barrier.","page_number":59,"box":{"x":59,"y":838,"width":275,"height":12}},{"id":"e5ace42e-beb5-4964-b733-8bc401bb8485","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":59,"box":{"x":59,"y":864,"width":860,"height":12}},{"id":"82dfe20e-b321-48b4-b27e-c9a6b8a77fa6","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":59,"box":{"x":59,"y":879,"width":803,"height":13}},{"id":"c0c69f9e-e895-41e1-be46-8f1d67ecfb95","block_type":"box","text":"42","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"4c02ddef-ad7e-4399-8a95-420641b6bb52","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":60,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"67b1f442-4e72-4d2a-9fd4-66d468b85d2a","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":60,"box":{"x":60,"y":82,"width":845,"height":12}},{"id":"32785f0e-f4b5-42aa-873c-b3e50db8fdd0","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":60,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"7e8cc42b-5f0f-4d12-a0c4-40776129d613","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":60,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"d8c490ea-2058-474d-9a4e-187a47cc3890","block_type":"box","text":"e.g","page_number":60,"box":{"x":872,"y":115,"width":20,"height":9}},{"id":"782b28bd-a552-4000-9c22-cc037b5bacde","block_type":"box","text":".,","page_number":60,"box":{"x":893,"y":120,"width":6,"height":3}},{"id":"326c25a1-d20e-4f4f-a32b-32522c99847b","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":60,"box":{"x":60,"y":127,"width":848,"height":12}},{"id":"2720f602-615a-4b90-94d2-81acbf8ec67f","block_type":"box","text":"ownership restrictions (","page_number":60,"box":{"x":59,"y":142,"width":165,"height":13}},{"id":"6580ce12-f344-4bfa-9f72-422ea857b313","block_type":"box","text":"e.g","page_number":60,"box":{"x":226,"y":145,"width":20,"height":10}},{"id":"69c3129c-b6a1-4fe9-84a7-556ffa799f74","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":60,"box":{"x":247,"y":142,"width":688,"height":13}},{"id":"486ee8f9-a9fe-4649-abfc-5124b14435fb","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":60,"box":{"x":60,"y":157,"width":857,"height":13}},{"id":"54a9c27e-f1f6-41cd-9ec6-dc959152be5c","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":60,"box":{"x":59,"y":172,"width":815,"height":13}},{"id":"dbedb40e-881c-47a4-a1be-5e97b390c2a2","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":60,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"657ecf9d-a23d-4fd5-8962-cadf42ff26f1","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":60,"box":{"x":59,"y":203,"width":846,"height":12}},{"id":"f8aa48ad-249e-4c4b-bae7-62d73ebea8e2","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":60,"box":{"x":60,"y":218,"width":812,"height":12}},{"id":"3ede8fda-b5ca-4832-a6b5-896e1202c9db","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":60,"box":{"x":60,"y":233,"width":389,"height":12}},{"id":"3c4e9a16-0536-415d-82e6-7d53ab65d57a","block_type":"box","text":"e.g","page_number":60,"box":{"x":451,"y":236,"width":20,"height":9}},{"id":"76b8cab9-5e78-4a6a-bdf9-97110d3d6054","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":60,"box":{"x":472,"y":233,"width":450,"height":12}},{"id":"8c62c040-c443-4c4b-868d-fcaa6f8fc3d1","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":60,"box":{"x":59,"y":248,"width":855,"height":12}},{"id":"a8b606cd-9ffd-461d-bfcb-9aed89c760e0","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":60,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"ffb1370c-80b8-4909-9040-e788278bd7c0","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":60,"box":{"x":60,"y":278,"width":866,"height":13}},{"id":"674681d5-4fbc-42c0-9c18-eec7553b1d81","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":60,"box":{"x":59,"y":293,"width":832,"height":13}},{"id":"392ea392-4da9-413d-a569-35b132849288","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":60,"box":{"x":60,"y":308,"width":853,"height":13}},{"id":"7441c8c3-a1dd-4f27-b4f3-3828ec64bb7b","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":60,"box":{"x":60,"y":324,"width":546,"height":12}},{"id":"7df4b818-72e3-4ec3-a694-b94572f29aa6","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":60,"box":{"x":60,"y":350,"width":858,"height":12}},{"id":"4772c661-eed9-4403-942a-f0fa7a7b890e","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":60,"box":{"x":60,"y":365,"width":877,"height":13}},{"id":"526d391a-81bb-4855-ae78-b569bbb623ef","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":60,"box":{"x":59,"y":380,"width":794,"height":13}},{"id":"8647ac98-fe48-49cf-813f-05d4f1e44e0d","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":60,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"b48a2650-21f8-433d-a490-b64f85b1e532","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":60,"box":{"x":60,"y":411,"width":851,"height":12}},{"id":"b085f025-77c2-4934-9d6a-3c64b1194955","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":60,"box":{"x":60,"y":426,"width":876,"height":12}},{"id":"864a0a2f-7d72-42cd-8e58-258cd907912b","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":60,"box":{"x":60,"y":441,"width":810,"height":12}},{"id":"d276e086-aa6f-470f-9dba-191c40cd703b","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":60,"box":{"x":59,"y":456,"width":835,"height":12}},{"id":"0a79c6c7-27e7-46b3-81f8-7e7fe54581db","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":60,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"1603edde-543f-45bd-aee9-85d1b17a577a","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":60,"box":{"x":60,"y":486,"width":873,"height":12}},{"id":"8277dbe9-367c-4914-bf51-e96f21b8aaa5","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":60,"box":{"x":59,"y":501,"width":875,"height":13}},{"id":"a2aae45a-6b92-4237-b738-a83425732aa2","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":60,"box":{"x":59,"y":516,"width":878,"height":13}},{"id":"7d4148b4-230c-47c1-83a5-b5a0d90ffbc1","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":60,"box":{"x":59,"y":531,"width":812,"height":13}},{"id":"3f4358a6-67bf-40e3-97c2-a18ea023f9b4","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":60,"box":{"x":59,"y":558,"width":866,"height":12}},{"id":"149942ff-d585-4ef0-a876-ecda8509a930","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":60,"box":{"x":59,"y":573,"width":840,"height":12}},{"id":"eeb4749b-8def-4ebe-b818-be43fdda18c5","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":60,"box":{"x":59,"y":588,"width":868,"height":13}},{"id":"106f0773-9b2f-414d-9fc5-214e59964d7c","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":60,"box":{"x":60,"y":603,"width":829,"height":13}},{"id":"2de7ec51-603f-43f4-b1f8-8817270c3a2e","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":60,"box":{"x":59,"y":618,"width":877,"height":13}},{"id":"ec347b02-beec-497a-b945-457942bc77c7","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":60,"box":{"x":59,"y":634,"width":869,"height":12}},{"id":"5ffea03d-244e-47c0-a2f2-b1ad082f6bb7","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":60,"box":{"x":59,"y":649,"width":880,"height":12}},{"id":"7a79b4e3-e3ba-4379-8871-8b52b519f1f7","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":60,"box":{"x":59,"y":664,"width":863,"height":12}},{"id":"a7aa351a-53e7-4cdf-8ed8-1f37ae234ba9","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":60,"box":{"x":59,"y":679,"width":874,"height":12}},{"id":"c872b6f9-ee21-4e1a-bee7-b29fa57df739","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":60,"box":{"x":59,"y":694,"width":869,"height":12}},{"id":"5d4647d9-2786-4448-b4d1-4efef02988c7","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":60,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"64bbee7f-5b54-442f-ae86-3eb96af1cef0","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":60,"box":{"x":59,"y":724,"width":840,"height":13}},{"id":"a0b2d640-d301-4aae-b83f-14e48f6022ba","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":60,"box":{"x":60,"y":739,"width":871,"height":13}},{"id":"56b3ac37-c166-47bd-8441-26070531fd24","block_type":"box","text":"meet the applicable limitations and BlackRock or such client may be subject to regulatory actions. In these cases, the","page_number":60,"box":{"x":60,"y":754,"width":817,"height":13}},{"id":"dbccc0ea-d767-460a-ae7c-11496bcd1201","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":60,"box":{"x":60,"y":770,"width":613,"height":12}},{"id":"e87f5e4a-8a55-47be-9798-0b69cdec2f9e","block_type":"box","text":"Ownership limitations are highly complex. It is possible that, despite BlackRock’s intent to either comply with or be granted","page_number":60,"box":{"x":59,"y":796,"width":862,"height":12}},{"id":"eb4ae903-c930-48cb-b7ee-87775063d4b4","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":60,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"e3a3964f-99fe-4f6e-8de5-7590f69e70c4","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":60,"box":{"x":59,"y":826,"width":481,"height":13}},{"id":"44afb28c-5568-4459-b44a-172f47b704ee","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":60,"box":{"x":60,"y":853,"width":872,"height":12}},{"id":"3d66af8f-d487-4b9a-a465-eae2da78c44d","block_type":"box","text":"authorities, and such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect","page_number":60,"box":{"x":59,"y":868,"width":879,"height":12}},{"id":"0f961850-02fb-4f09-b92f-11ed97a9eb22","block_type":"box","text":"to such security or asset.","page_number":60,"box":{"x":59,"y":883,"width":173,"height":12}},{"id":"7830a536-f200-4602-8443-c92da5fc41c3","block_type":"box","text":"43","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"852b1a56-194c-4de8-a150-f0e9559fe7d4","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":61,"box":{"x":60,"y":67,"width":710,"height":12}},{"id":"9e93da05-a0d5-4505-b492-fd5e000ad370","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":61,"box":{"x":60,"y":93,"width":867,"height":12}},{"id":"702d7910-505f-4004-9387-03733a5a4077","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":61,"box":{"x":59,"y":108,"width":873,"height":13}},{"id":"02b04853-594a-4fcd-8be7-5cf0d9b911de","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":61,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"14239cd7-9eb6-4aca-a3a4-e089be8d9bf2","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":61,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"255468f9-1644-4321-9f18-975c891ebf2c","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":61,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"4cf86290-1fc9-46c2-a5ee-362a7f6f36db","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":61,"box":{"x":60,"y":169,"width":874,"height":12}},{"id":"fa9b44c7-546b-4d90-8660-9b26bc2562d7","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":61,"box":{"x":59,"y":184,"width":708,"height":12}},{"id":"7c3c570d-e562-436c-aa4f-2a17697f3ddb","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":61,"box":{"x":60,"y":210,"width":859,"height":13}},{"id":"f37e73b3-359c-4787-aad9-0b0546ea23f0","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":61,"box":{"x":59,"y":225,"width":809,"height":13}},{"id":"d91d96d2-5405-44e0-872d-d90754a3b5c2","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":61,"box":{"x":60,"y":240,"width":876,"height":13}},{"id":"71b7bbc5-a8ff-4bf6-af21-c1a99aa9ea70","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":61,"box":{"x":60,"y":256,"width":823,"height":12}},{"id":"2e4082e3-348e-4510-80fe-074630a7d8a1","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":61,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"9f9cf4ea-f520-4767-8d5e-63b7994e8328","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":61,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"5666d20e-054b-404f-ac46-95c7d971907c","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":61,"box":{"x":59,"y":301,"width":566,"height":12}},{"id":"a95e1b0a-80d7-4cb8-8500-e5304ae7ece4","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":61,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"d9ce515d-5f91-4b20-98d5-71e2fe18bd04","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":61,"box":{"x":59,"y":343,"width":860,"height":12}},{"id":"97823cb6-3541-4905-8588-d67610157496","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":61,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"8d4976ef-8fc0-4a2a-b63a-10a89aeff49f","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":61,"box":{"x":59,"y":373,"width":860,"height":12}},{"id":"38f19c6a-816d-4249-a7b5-33992016484f","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":61,"box":{"x":59,"y":388,"width":857,"height":12}},{"id":"405236f0-312f-4979-b2be-bc6598434454","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":61,"box":{"x":60,"y":403,"width":846,"height":12}},{"id":"27cad9e0-6239-477b-b132-11315e5ca71d","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":61,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"ebf91aa0-66a3-4cb3-9183-8d8e0b2a6bfa","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":61,"box":{"x":60,"y":433,"width":852,"height":13}},{"id":"2890cc16-5744-408a-8ae1-42c320bf08c0","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":61,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"e000a398-6932-4537-bf3d-d64b81ab4ebb","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":61,"box":{"x":60,"y":475,"width":681,"height":12}},{"id":"ea82039a-be07-4a8f-9ee2-763528051e8f","block_type":"box","text":"e.g","page_number":61,"box":{"x":742,"y":478,"width":20,"height":9}},{"id":"72a029cf-d0be-49be-b244-b8caa1329553","block_type":"box","text":"., custodians,","page_number":61,"box":{"x":763,"y":475,"width":90,"height":11}},{"id":"27661217-41d8-467b-9488-f4f08330f6ac","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":61,"box":{"x":59,"y":490,"width":847,"height":12}},{"id":"906a84f0-abd2-4e9d-afd4-bb076fda4835","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":61,"box":{"x":60,"y":505,"width":852,"height":12}},{"id":"83d83f49-3a13-40bc-8861-47ba3345b636","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":61,"box":{"x":59,"y":520,"width":859,"height":12}},{"id":"26897caf-6aa3-47a2-9bca-9212d8ea0309","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":61,"box":{"x":59,"y":535,"width":866,"height":13}},{"id":"04fdb95d-7d1d-487c-a7f2-ecb97a262b93","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":61,"box":{"x":59,"y":550,"width":874,"height":13}},{"id":"e2938489-e007-4118-b28a-e606841d6d36","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":61,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"8d7b57f1-9ace-460e-9793-82b70512ca4e","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":61,"box":{"x":59,"y":581,"width":843,"height":12}},{"id":"a00df908-0621-4637-a2fd-021ad7feebf3","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":61,"box":{"x":59,"y":596,"width":862,"height":12}},{"id":"05e8278c-00cb-4a96-9126-d31f94e0165d","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":61,"box":{"x":59,"y":611,"width":820,"height":12}},{"id":"6573ce4a-22d3-4eeb-8695-aeb7de1ed948","block_type":"box","text":"different fee structures.","page_number":61,"box":{"x":59,"y":626,"width":161,"height":10}},{"id":"f14879fd-7299-41c7-8918-76bbf4c44895","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":61,"box":{"x":59,"y":652,"width":818,"height":13}},{"id":"030f2d61-8746-40b5-a36c-2f8f6ad61352","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":61,"box":{"x":60,"y":668,"width":852,"height":12}},{"id":"a8c82674-00b9-4b62-a53a-e71f8dae0f12","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":61,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"bc628f8d-f35e-4ef7-87ac-68c64f182a00","block_type":"box","text":"client account over another.","page_number":61,"box":{"x":59,"y":698,"width":194,"height":10}},{"id":"f73666c6-89f5-4819-a385-9932feead351","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":61,"box":{"x":60,"y":724,"width":833,"height":13}},{"id":"91223eab-515f-4cae-8457-3caef868f652","block_type":"box","text":"systems used by Fund service providers. These systems are, or will be, used by a Fund service provider in connection with the","page_number":61,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"a6307380-ef92-4b5e-9b10-8066d90673f6","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":61,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"79bbe780-8073-4c23-b715-326980757775","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":61,"box":{"x":60,"y":770,"width":853,"height":12}},{"id":"90038d05-3e17-4370-9dc7-ed61e8a06cfc","block_type":"box","text":"use of the systems. A Fund service provider’s payments to BlackRock for the use of these systems may enhance the","page_number":61,"box":{"x":60,"y":785,"width":807,"height":12}},{"id":"327c4a6e-2d39-42e1-aacb-a851da12a538","block_type":"box","text":"profitability of BlackRock.","page_number":61,"box":{"x":59,"y":800,"width":177,"height":12}},{"id":"cefdf3ea-e61b-4183-9c6e-eed9a4545d9b","block_type":"box","text":"BlackRock’s receipt of fees from a service provider in connection with the use of systems provided by BlackRock may create","page_number":61,"box":{"x":60,"y":826,"width":863,"height":13}},{"id":"fbf3c1f3-f6f1-461b-8f6c-cb0dff0ae5ad","block_type":"box","text":"an incentive for BlackRock to recommend that a Fund enter into or renew an arrangement with the service provider.","page_number":61,"box":{"x":59,"y":841,"width":811,"height":13}},{"id":"5d1c2fa4-c8bc-429f-bcc1-4b713af52090","block_type":"box","text":"44","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b283e0c6-155f-4336-b209-cb6128c87e58","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":62,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"bc6f08fa-c11a-4285-abb0-12456ec805a1","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":62,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"df1c8e78-533e-419c-856b-ab65a3a52373","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":62,"box":{"x":59,"y":97,"width":335,"height":12}},{"id":"1677be91-e71a-4a98-bf77-487c9d4a4496","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":62,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"c472cab6-ab3f-4f2e-b630-7d61dbe70c6f","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":62,"box":{"x":59,"y":138,"width":384,"height":13}},{"id":"bb2be258-ba13-458e-a523-59b84dc357b9","block_type":"box","text":"Investment Advisory, Administrative and","page_number":62,"box":{"x":62,"y":169,"width":676,"height":30}},{"id":"caa6fa02-5a98-4c5d-af33-73d1c428c2d1","block_type":"box","text":"Distribution Services","page_number":62,"box":{"x":62,"y":199,"width":342,"height":24}},{"id":"0e14f409-6538-4fc9-b699-89c74a51828a","block_type":"box","text":"Investment Adviser.","page_number":62,"box":{"x":60,"y":240,"width":140,"height":10}},{"id":"fd9e8eef-aa25-4152-a8a2-07840258219c","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":62,"box":{"x":210,"y":240,"width":712,"height":13}},{"id":"cc4cda58-aefc-48c3-a29b-9d49af492bfb","block_type":"box","text":"the Trust, on behalf of the Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc. and","page_number":62,"box":{"x":59,"y":256,"width":877,"height":12}},{"id":"085a240c-2584-4cb1-9150-0bf0f7e1368e","block_type":"box","text":"is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":62,"box":{"x":60,"y":271,"width":819,"height":12}},{"id":"ade5ea52-a36a-48b3-aafd-c63eb343c3bf","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of the","page_number":62,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"a711fb45-5297-46c5-9055-f75b3f3b0160","block_type":"box","text":"Fund, manages and administers the Trust and the investment of the Fund’s assets. BFA is responsible for making investment","page_number":62,"box":{"x":60,"y":301,"width":871,"height":12}},{"id":"09de363d-c2be-4601-a802-8176a031d4c6","block_type":"box","text":"decisions for the Fund.","page_number":62,"box":{"x":59,"y":316,"width":158,"height":10}},{"id":"cf7cf381-e79f-4d41-b6ef-1d1b0fb29a89","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":62,"box":{"x":60,"y":343,"width":876,"height":12}},{"id":"68f11b95-3f7d-4280-adfe-253d7d614291","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":62,"box":{"x":60,"y":358,"width":850,"height":12}},{"id":"c174f2db-a977-468c-985d-d6f2835ecd54","block_type":"box","text":"advisory or other services with respect to the Fund. 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The Sub-Adviser is an SEC registered investment adviser","page_number":63,"box":{"x":59,"y":400,"width":863,"height":13}},{"id":"2d628c75-f086-45f4-aa39-b727506aaeb0","block_type":"box","text":"and a commodity pool operator organized in 1999","page_number":63,"box":{"x":59,"y":416,"width":352,"height":12}},{"id":"499d08e2-26c1-4baa-8560-e8be61f0d8ce","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and BFA, the Sub-Adviser will be","page_number":63,"box":{"x":60,"y":442,"width":860,"height":12}},{"id":"5f386ba5-9d87-43cf-8ffe-fd7e9c0a60ff","block_type":"box","text":"responsible for day-to-day management of specified assets in the Fund’s portfolio.","page_number":63,"box":{"x":60,"y":457,"width":576,"height":13}},{"id":"e3c61c39-204d-4c52-aee8-bd57d4323461","block_type":"box","text":"Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for services it provides a fee equal to 60% of the","page_number":63,"box":{"x":60,"y":484,"width":818,"height":12}},{"id":"6c917748-78e7-40d9-8f77-1bc268b32c66","block_type":"box","text":"management fee paid to BFA under the Investment Advisory Agreement. The Sub-Adviser also serves as Sub-Adviser to the","page_number":63,"box":{"x":60,"y":499,"width":865,"height":12}},{"id":"06e172cf-b049-4af6-83a6-9755a4a5056b","block_type":"box","text":"Subsidiary.","page_number":63,"box":{"x":59,"y":514,"width":74,"height":12}},{"id":"942d031a-ab75-4530-bb6b-65707adea92f","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect for an initial two year period and","page_number":63,"box":{"x":60,"y":540,"width":873,"height":13}},{"id":"f41941c4-5b18-4bc5-96c1-05862f1988a3","block_type":"box","text":"from year to year if approved annually (i) by the Board or by a vote of a majority of the applicable Fund’s outstanding voting","page_number":63,"box":{"x":59,"y":555,"width":864,"height":13}},{"id":"e8475627-43fd-4134-bef1-dadc63112e06","block_type":"box","text":"securities and (ii) by a majority of the Trustees who are not parties to such agreement or interested persons (as defined in the","page_number":63,"box":{"x":59,"y":571,"width":879,"height":12}},{"id":"32c40bbd-05e3-4daa-8563-22cd7ebcdc8a","block_type":"box","text":"1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of voting on such approval.","page_number":63,"box":{"x":61,"y":586,"width":806,"height":12}},{"id":"189f3ff2-153f-44cc-a2d4-93e9f3bd02a7","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’ notice, by the Board or by a","page_number":63,"box":{"x":60,"y":612,"width":848,"height":12}},{"id":"4bc49627-87e6-44ec-b759-f2c98e4a4f1d","block_type":"box","text":"vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). The Sub-Advisory","page_number":63,"box":{"x":59,"y":627,"width":862,"height":13}},{"id":"8af43da4-df77-4818-87f4-26a14272bca7","block_type":"box","text":"Agreement is also terminable on 60 days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory","page_number":63,"box":{"x":59,"y":642,"width":822,"height":13}},{"id":"53c6448f-a440-4e9d-b412-e5c2856f9dfa","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":63,"box":{"x":59,"y":657,"width":692,"height":13}},{"id":"173e07af-75e5-40d2-881c-4e375c4b1a53","block_type":"box","text":"The investment advisory agreement with respect to the Fund continues in effect for two years from its effective date, and","page_number":63,"box":{"x":59,"y":684,"width":847,"height":12}},{"id":"29bb0b85-a0a3-4a84-bbb6-d06a8b42f9c7","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":63,"box":{"x":59,"y":699,"width":864,"height":12}},{"id":"9f6c4e2f-701f-4733-a399-92df5782295f","block_type":"box","text":"defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the","page_number":63,"box":{"x":59,"y":714,"width":847,"height":13}},{"id":"59dbd5c5-95a6-47e7-bb8e-712f8e0c72b7","block_type":"box","text":"Board members who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a","page_number":63,"box":{"x":60,"y":729,"width":821,"height":13}},{"id":"a84e7c51-a799-4592-9e1f-ef32d42688a6","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":63,"box":{"x":60,"y":744,"width":408,"height":13}},{"id":"d4628d43-3228-4698-bc0f-7a3c01d492f5","block_type":"box","text":"Portfolio Managers.","page_number":63,"box":{"x":60,"y":771,"width":140,"height":12}},{"id":"4ad50ea9-de30-430b-9341-645b855b4f81","block_type":"box","text":"As of October 31, 2025, the individuals named as Portfolio Managers in the Fund’s Prospectus were also","page_number":63,"box":{"x":209,"y":771,"width":728,"height":12}},{"id":"e49817b0-7bed-4442-abb5-c5e9b3cc63e0","block_type":"box","text":"primarily responsible for the day-to-day management of other iShares funds and certain other types of portfolios and/or","page_number":63,"box":{"x":59,"y":786,"width":845,"height":12}},{"id":"fa89ffc1-71ba-4a57-9fdc-468677192734","block_type":"box","text":"accounts as follows:","page_number":63,"box":{"x":59,"y":801,"width":141,"height":10}},{"id":"5a376754-60aa-4cc9-afa2-7223c765e360","block_type":"box","text":"Erin Armstrong","page_number":63,"box":{"x":60,"y":831,"width":108,"height":11}},{"id":"5644a958-2fd2-43a0-99b3-88109e4e417e","block_type":"box","text":"Types of Accounts","page_number":63,"box":{"x":58,"y":847,"width":108,"height":10}},{"id":"9d8eebba-659c-49f9-aaef-52234eda3c8d","block_type":"box","text":"Number Total Assets","page_number":63,"box":{"x":656,"y":847,"width":262,"height":8}},{"id":"c8794fdf-8ce1-4536-81a2-083dd62477f3","block_type":"box","text":"Registered Investment Companies 16 $4,003,000,000","page_number":63,"box":{"x":60,"y":868,"width":878,"height":12}},{"id":"2ce33d97-f5aa-476c-be7f-fcb185d2e257","block_type":"box","text":"46","page_number":63,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6bfa8242-e508-42b5-afec-0add15092154","block_type":"box","text":"Erin Armstrong","page_number":64,"box":{"x":60,"y":67,"width":108,"height":12}},{"id":"dbb9edd4-29c9-41f5-8fb4-03e0fe5e856e","block_type":"box","text":"Types of Accounts","page_number":64,"box":{"x":58,"y":84,"width":108,"height":10}},{"id":"b6010ebe-25b4-49c6-8646-c58b30872c73","block_type":"box","text":"Number Total Assets","page_number":64,"box":{"x":656,"y":84,"width":262,"height":7}},{"id":"8197ed38-cfc9-49ed-aaa4-a9aee2ac0b92","block_type":"box","text":"Other Pooled Investment Vehicles 1 1,082,000,000","page_number":64,"box":{"x":59,"y":104,"width":875,"height":12}},{"id":"a736e873-6182-4035-83b4-b441df5a659a","block_type":"box","text":"Other Accounts 0 N/A","page_number":64,"box":{"x":59,"y":120,"width":875,"height":9}},{"id":"2dc9cc07-79c9-427f-ab89-2b3e0bd50c95","block_type":"box","text":"Richard Mejzak","page_number":64,"box":{"x":60,"y":155,"width":110,"height":12}},{"id":"3c7743bd-81ac-41a6-83ce-5bd329331010","block_type":"box","text":"Types of Accounts","page_number":64,"box":{"x":58,"y":172,"width":108,"height":10}},{"id":"677a0dfc-88b6-4013-9c16-eec78a306db0","block_type":"box","text":"Number Total Assets","page_number":64,"box":{"x":649,"y":172,"width":262,"height":8}},{"id":"69ff3962-621a-46c5-8687-589cee4a317b","block_type":"box","text":"Registered Investment Companies 9 $137,042,000,000","page_number":64,"box":{"x":60,"y":193,"width":878,"height":12}},{"id":"96ad15a2-e6f3-4eae-9dc4-d9795e094c76","block_type":"box","text":"Other Pooled Investment Vehicles 18 5,837,000,000","page_number":64,"box":{"x":59,"y":208,"width":879,"height":11}},{"id":"9f4a232b-fa45-493f-96f1-9caa5405c60d","block_type":"box","text":"Other Accounts 64 27,750,000,000","page_number":64,"box":{"x":59,"y":223,"width":879,"height":11}},{"id":"e63c0d9b-050f-44f5-a5ff-5f7cd8b19db2","block_type":"box","text":"Orlando Montalvo","page_number":64,"box":{"x":59,"y":258,"width":131,"height":10}},{"id":"b3a8d9ab-2488-4856-ae1e-a6389dbc4e1e","block_type":"box","text":"Types of Accounts","page_number":64,"box":{"x":58,"y":275,"width":108,"height":10}},{"id":"82b81e4f-86c5-4bbe-943d-0c8c4d0d5946","block_type":"box","text":"Number Total Assets","page_number":64,"box":{"x":648,"y":275,"width":262,"height":8}},{"id":"aa54d5d0-af51-4fdb-b7a7-0f11693ef55b","block_type":"box","text":"Registered Investment Companies 59 $146,334,000,000","page_number":64,"box":{"x":60,"y":296,"width":878,"height":12}},{"id":"6666a8cb-5740-4f2a-8548-52523de18b23","block_type":"box","text":"Other Pooled Investment Vehicles 25 3,416,000,000","page_number":64,"box":{"x":59,"y":311,"width":879,"height":11}},{"id":"0926c274-1f6b-437e-aa2b-7bdbf899fa23","block_type":"box","text":"Other Accounts 21 2,109,000,000","page_number":64,"box":{"x":59,"y":326,"width":879,"height":11}},{"id":"070aa394-e021-434e-8822-d316227d5d87","block_type":"box","text":"Pursuant to BFA’s and BIL’s policies, investment opportunities are allocated equitably among the Fund and other portfolios","page_number":64,"box":{"x":60,"y":359,"width":856,"height":12}},{"id":"7aa0f549-9c9d-4a1e-9356-10a6452bc3ec","block_type":"box","text":"and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply","page_number":64,"box":{"x":59,"y":374,"width":869,"height":12}},{"id":"3de13d0f-d9cd-435e-9f51-d967989c6beb","block_type":"box","text":"in the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":64,"box":{"x":60,"y":389,"width":874,"height":12}},{"id":"5933c95f-90c7-4566-b79d-26f8f1c6849f","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":64,"box":{"x":59,"y":404,"width":847,"height":13}},{"id":"047dd1c1-c190-49ba-a590-c1eda4bc2370","block_type":"box","text":"time the Fund may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers and","page_number":64,"box":{"x":59,"y":419,"width":876,"height":13}},{"id":"341ffb0d-e53d-4dcd-9d6e-9ec0ef6c739d","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":64,"box":{"x":60,"y":434,"width":458,"height":13}},{"id":"9e0ed1a6-afc1-4b18-aa4f-9088f07c166c","block_type":"box","text":"Like the Fund, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":64,"box":{"x":60,"y":461,"width":868,"height":12}},{"id":"9a1e4c64-7fad-42dd-8ea2-0f5c0d8d2091","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":64,"box":{"x":59,"y":476,"width":866,"height":12}},{"id":"9ef44063-ee3f-49d8-bdda-1188e9b819e0","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":64,"box":{"x":60,"y":491,"width":845,"height":13}},{"id":"e8552223-afed-4743-8a05-3e270782c20a","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":64,"box":{"x":59,"y":506,"width":867,"height":13}},{"id":"4d5cca8c-b801-4667-8cbb-63ba558656fd","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":64,"box":{"x":59,"y":521,"width":835,"height":13}},{"id":"2cacc2bc-6361-4340-85fb-7ac4db3aa44c","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":64,"box":{"x":59,"y":537,"width":879,"height":12}},{"id":"3d75fd6c-1b63-457d-ab9c-e48f7ad71f3b","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":64,"box":{"x":59,"y":552,"width":799,"height":12}},{"id":"662976ca-486a-4c9a-9069-4f4e0e39d3eb","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":64,"box":{"x":60,"y":567,"width":832,"height":12}},{"id":"8bca5626-9cef-4ee4-8680-b294280ef9e3","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":64,"box":{"x":59,"y":582,"width":844,"height":12}},{"id":"4a285b82-1d09-4dda-9b09-ba246938591f","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Fund should be aware that,","page_number":64,"box":{"x":59,"y":597,"width":866,"height":12}},{"id":"04b6b570-6009-4de8-ae19-ff910498d8e7","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":64,"box":{"x":59,"y":612,"width":866,"height":12}},{"id":"74f2c0c7-ffb7-49e4-a665-c14c3f38d536","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":64,"box":{"x":59,"y":627,"width":846,"height":13}},{"id":"77421f13-e3b2-4cf2-9591-a8fc10436d74","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":64,"box":{"x":60,"y":642,"width":791,"height":13}},{"id":"6191609f-211a-46d2-bbce-9372b24501ce","block_type":"box","text":"The tables below show, for each Portfolio Manager, the number of portfolios or accounts of the types set forth in the above","page_number":64,"box":{"x":59,"y":669,"width":861,"height":12}},{"id":"aa3f0d92-5eec-49d9-af3c-5fb51175bbcc","block_type":"box","text":"tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment management","page_number":64,"box":{"x":59,"y":684,"width":858,"height":12}},{"id":"67c3a6e5-0020-46b4-9cb1-8abb17249859","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":64,"box":{"x":59,"y":699,"width":629,"height":12}},{"id":"a7d3df92-59dc-4a46-97ce-59d34318fe11","block_type":"box","text":"Erin Armstrong","page_number":64,"box":{"x":60,"y":729,"width":108,"height":11}},{"id":"f63828ce-690f-4c50-a8f4-d86c448c1a62","block_type":"box","text":"Types of Accounts","page_number":64,"box":{"x":58,"y":765,"width":108,"height":10}},{"id":"71739b0c-ed60-4b98-b1dc-b63982ad6d7f","block_type":"box","text":"Number of Other Accounts","page_number":64,"box":{"x":613,"y":745,"width":156,"height":8}},{"id":"a7b38ffd-9bc4-4ff5-9696-50cc481022a6","block_type":"box","text":"with Performance Fees","page_number":64,"box":{"x":625,"y":755,"width":131,"height":8}},{"id":"2c56e32b-9623-49ca-9279-21021aae7e06","block_type":"box","text":"Managed by Portfolio Manager","page_number":64,"box":{"x":602,"y":765,"width":179,"height":10}},{"id":"ed9d632d-d2b7-426d-b9a5-735a88eb8830","block_type":"box","text":"Aggregate","page_number":64,"box":{"x":866,"y":756,"width":60,"height":9}},{"id":"bc38904f-740d-475c-ac3a-f9c906b20e80","block_type":"box","text":"of Total Assets","page_number":64,"box":{"x":854,"y":765,"width":84,"height":8}},{"id":"d2bece66-ea8b-41fa-9752-d4d6861a0353","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":64,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"8701fb9d-cc62-4d8b-a6a6-961ad804f626","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":64,"box":{"x":59,"y":801,"width":852,"height":10}},{"id":"b50c3e18-93c4-4a21-bb56-25679c51d6d1","block_type":"box","text":"Other Accounts 0 N/A","page_number":64,"box":{"x":59,"y":816,"width":852,"height":10}},{"id":"03d7df70-4993-47ba-b420-3440b9a4cd00","block_type":"box","text":"47","page_number":64,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e6bba6d6-9581-464b-82f8-b5c5c968be57","block_type":"box","text":"Richard Mejzak","page_number":65,"box":{"x":60,"y":67,"width":110,"height":12}},{"id":"82f45f34-eca3-4814-a969-1c3b3fffe6e7","block_type":"box","text":"Types of Accounts","page_number":65,"box":{"x":58,"y":104,"width":108,"height":10}},{"id":"51af6fe9-9385-4181-a2ab-2581f0aaba00","block_type":"box","text":"Number of Other Accounts","page_number":65,"box":{"x":613,"y":84,"width":156,"height":7}},{"id":"2c15062e-1029-47c4-92e6-71d889896833","block_type":"box","text":"with Performance Fees","page_number":65,"box":{"x":625,"y":94,"width":131,"height":8}},{"id":"18468169-b429-4d73-8dec-32326e139c08","block_type":"box","text":"Managed by Portfolio Manager","page_number":65,"box":{"x":602,"y":104,"width":179,"height":10}},{"id":"7083e7f6-ddc5-47c2-8c1e-e16043f6b087","block_type":"box","text":"Aggregate","page_number":65,"box":{"x":866,"y":94,"width":60,"height":10}},{"id":"ebd2c8ad-5875-4ae4-8b3e-a68a2c13749b","block_type":"box","text":"of Total Assets","page_number":65,"box":{"x":854,"y":104,"width":84,"height":8}},{"id":"c882dd50-a09c-4d1e-8aa6-4a6f826d7bb3","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":65,"box":{"x":60,"y":125,"width":851,"height":12}},{"id":"a605c23b-d130-42d8-93c4-d2c3ef079dd2","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":65,"box":{"x":59,"y":140,"width":852,"height":9}},{"id":"0192e59a-1afb-4f35-b15c-a56be923dce8","block_type":"box","text":"Other Accounts 0 N/A","page_number":65,"box":{"x":59,"y":155,"width":852,"height":10}},{"id":"8c4ebaf0-09fb-4acb-a0e2-045d22f88e8b","block_type":"box","text":"Orlando Montalvo","page_number":65,"box":{"x":59,"y":190,"width":131,"height":10}},{"id":"e61e8bb4-efb4-4c24-b277-91a3c3a86312","block_type":"box","text":"Types of Accounts","page_number":65,"box":{"x":58,"y":227,"width":108,"height":10}},{"id":"8320a702-1edc-44c9-97a5-2c87bb358854","block_type":"box","text":"Number of Other Accounts","page_number":65,"box":{"x":613,"y":207,"width":156,"height":8}},{"id":"2d8fdd2a-b047-4a2a-8d17-e4f9762e7afa","block_type":"box","text":"with Performance Fees","page_number":65,"box":{"x":625,"y":217,"width":131,"height":8}},{"id":"534b7979-2f9b-431a-a934-f9270e0dc760","block_type":"box","text":"Managed by Portfolio Manager","page_number":65,"box":{"x":602,"y":227,"width":179,"height":10}},{"id":"694865db-17f4-4aee-a757-51e83f9a50cf","block_type":"box","text":"Aggregate","page_number":65,"box":{"x":866,"y":218,"width":60,"height":9}},{"id":"a4d06134-37ee-47dd-bbf9-139943ae5842","block_type":"box","text":"of Total Assets","page_number":65,"box":{"x":854,"y":227,"width":84,"height":8}},{"id":"7966e5a4-2457-4ff0-8b6e-cd61bad88403","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":65,"box":{"x":60,"y":248,"width":851,"height":12}},{"id":"cd9c5a04-4ca8-4db2-9ff7-d324e6ce54ae","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":65,"box":{"x":59,"y":263,"width":852,"height":10}},{"id":"aa6630a1-51f3-4ead-8683-14a5ea6c9a35","block_type":"box","text":"Other Accounts 0 N/A","page_number":65,"box":{"x":59,"y":278,"width":852,"height":10}},{"id":"73221bb9-0edc-4106-a65e-27ffd8b850bb","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":65,"box":{"x":59,"y":311,"width":303,"height":12}},{"id":"185fd2d7-8f74-4bcb-b857-9cecb12e8a51","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":65,"box":{"x":59,"y":337,"width":660,"height":13}},{"id":"a63b64bd-108d-4d8b-9dfc-9f564915bc43","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":65,"box":{"x":60,"y":364,"width":824,"height":12}},{"id":"85e10764-d838-405a-94e0-79d817c0334d","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of","page_number":65,"box":{"x":59,"y":379,"width":862,"height":12}},{"id":"bf304b02-004a-418e-b029-926de95af880","block_type":"box","text":"components and may vary from year to year based on a number of factors. The principal components of compensation","page_number":65,"box":{"x":59,"y":394,"width":836,"height":13}},{"id":"7218fc73-2a19-4f19-ab06-39eef126236a","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":65,"box":{"x":60,"y":409,"width":865,"height":13}},{"id":"d82c51f5-07aa-4f3b-bdd9-100387d30c15","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":65,"box":{"x":59,"y":424,"width":497,"height":13}},{"id":"bda5db66-20eb-49b6-947c-604bbd722ac6","block_type":"box","text":"Each portfolio manager receives base compensation based on their position with the firm, as well as retirement and other","page_number":65,"box":{"x":60,"y":451,"width":850,"height":12}},{"id":"1a4fed89-98fd-4397-a96f-f02290f7ca90","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":65,"box":{"x":60,"y":466,"width":787,"height":12}},{"id":"cf5085d9-8596-4dc4-b563-ba935540f1b9","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":65,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"976b56bf-c830-4da9-a3b6-41ddef05f7d7","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":65,"box":{"x":59,"y":496,"width":855,"height":13}},{"id":"67ca8f97-14a1-4d5c-868e-4f3bbae01419","block_type":"box","text":"team relative to the portfolios’ investment objectives (which in the case of index ETFs would be how closely the ETF tracks its","page_number":65,"box":{"x":59,"y":511,"width":876,"height":13}},{"id":"16fbd803-67c0-489e-902a-b3d5f22fce4f","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":65,"box":{"x":60,"y":526,"width":834,"height":13}},{"id":"6215dab9-2349-496c-b9bd-95bffbfeb3df","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":65,"box":{"x":60,"y":542,"width":815,"height":12}},{"id":"5a60cae4-b7c5-49c4-84fd-24885f8b795b","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":65,"box":{"x":60,"y":557,"width":824,"height":12}},{"id":"f4a49090-ca6e-462a-a76b-257ba1a5d6b2","block_type":"box","text":"granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term","page_number":65,"box":{"x":59,"y":572,"width":848,"height":12}},{"id":"b58fc09e-3580-41ad-b949-ea2bd6d6b3cf","block_type":"box","text":"shareholders and motivate performance.","page_number":65,"box":{"x":59,"y":587,"width":285,"height":12}},{"id":"e09de6c8-2dc5-44e0-a29e-df0947b61002","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":65,"box":{"x":59,"y":613,"width":638,"height":13}},{"id":"4338b0b8-f0ae-47ca-82f3-ce3535dc2e15","block_type":"box","text":"Codes of Ethics.","page_number":65,"box":{"x":59,"y":640,"width":114,"height":10}},{"id":"ed2425f0-643c-47d1-b4d7-02559d3049a7","block_type":"box","text":"The Trust, BFA, the Sub-Adviser and the Distributor have adopted codes of ethics pursuant to Rule 17j-1","page_number":65,"box":{"x":182,"y":640,"width":725,"height":12}},{"id":"27e79879-0ced-4e9c-b474-e5f4f078aab1","block_type":"box","text":"under the 1940 Act. The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to","page_number":65,"box":{"x":60,"y":655,"width":841,"height":12}},{"id":"2cb1c9af-f78a-4588-bed4-650277e5fb5b","block_type":"box","text":"certain limitations, including securities that may be purchased or held by the Fund. Each code of ethics is available by","page_number":65,"box":{"x":59,"y":670,"width":820,"height":12}},{"id":"45907f32-e971-40af-bb87-a1c6fdaaf319","block_type":"box","text":"contacting BlackRock at the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR","page_number":65,"box":{"x":59,"y":685,"width":831,"height":13}},{"id":"8adbb2a5-0c86-42f6-a7fa-88591c79b416","block_type":"box","text":"Database on the SEC’s Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by","page_number":65,"box":{"x":60,"y":700,"width":849,"height":13}},{"id":"65671bbc-ae8d-42fa-ae98-64c53588806a","block_type":"box","text":"e-mail at publicinfo@sec.gov.","page_number":65,"box":{"x":59,"y":715,"width":206,"height":13}},{"id":"8c3a4ddd-e332-40f5-b052-0e089cd4d435","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":65,"box":{"x":59,"y":742,"width":281,"height":12}},{"id":"1d40a8de-83d1-403b-ad10-3da413ad191d","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":65,"box":{"x":349,"y":742,"width":570,"height":12}},{"id":"9947c80d-2d62-4ed6-aac4-976823a47015","block_type":"box","text":"intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities.","page_number":65,"box":{"x":60,"y":757,"width":877,"height":12}},{"id":"5095d21f-5164-4322-9bbe-5ac306f5fb50","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":65,"box":{"x":60,"y":772,"width":866,"height":12}},{"id":"ca098870-8f27-479c-886f-d2ef3adef3b2","block_type":"box","text":"to form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify","page_number":65,"box":{"x":59,"y":787,"width":878,"height":13}},{"id":"d8f7568e-62aa-4e4b-ac45-c1d47bcc9151","block_type":"box","text":"the identity of Authorized Participants or, in some cases, the status of financial professionals; it will be used only for","page_number":65,"box":{"x":59,"y":802,"width":807,"height":13}},{"id":"7474d4db-b8b7-4f3c-877d-c12846f80d78","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":65,"box":{"x":59,"y":817,"width":367,"height":13}},{"id":"4d03e3c1-9872-4fe0-9a6d-ad54e4bf72cf","block_type":"box","text":"The Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow","page_number":65,"box":{"x":59,"y":844,"width":859,"height":12}},{"id":"0cc8cf30-6428-4f79-bc44-f37cbf775a4a","block_type":"box","text":"the Fund to verify their identity. The Fund also reserves the right to redeem any amounts in the Fund from persons whose","page_number":65,"box":{"x":59,"y":859,"width":851,"height":12}},{"id":"e9476ec0-e1b4-4dac-97bb-2a9b6f2756ce","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Fund’s policy to cooperate fully with appropriate regulators in any","page_number":65,"box":{"x":60,"y":874,"width":839,"height":13}},{"id":"1527913a-4869-47d6-8119-f40e7b772ef3","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":65,"box":{"x":60,"y":889,"width":721,"height":13}},{"id":"ee510230-4579-4b5d-a74f-6f8a727e5fba","block_type":"box","text":"48","page_number":65,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fa5fb968-5768-420e-b10c-b345e46ac1d6","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":66,"box":{"x":59,"y":67,"width":328,"height":12}},{"id":"da45e558-b2cc-41ea-9a15-968bd61f32d5","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":66,"box":{"x":59,"y":93,"width":839,"height":12}},{"id":"819684c8-bea7-4d86-a884-f2898a3b1e69","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":66,"box":{"x":60,"y":108,"width":873,"height":13}},{"id":"fdbc682f-9ff0-4310-9376-20a1e976b8c1","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":66,"box":{"x":59,"y":123,"width":807,"height":13}},{"id":"1f6f831a-dd45-4d67-ab1e-5bde386e9294","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":66,"box":{"x":59,"y":138,"width":853,"height":13}},{"id":"bc172d4f-9fc3-4b81-b713-8f647fb2485d","block_type":"box","text":"reporting services for the maintenance and operations of the Trust and the Fund. In addition, State Street makes available the","page_number":66,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"ff821e9f-7e6b-45fc-b4cf-e91669ca7ab7","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":66,"box":{"x":59,"y":169,"width":824,"height":12}},{"id":"5aa0dd0a-d194-4764-ba6c-16d67193a2e4","block_type":"box","text":"Custodial Services with the Trust, State Street maintains, in separate accounts, cash, securities and other assets of the Trust","page_number":66,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"538695bf-45ff-45d2-8b62-ee0321aef231","block_type":"box","text":"and the Fund, keeps all necessary accounts and records and provides other services. State Street is required, upon the order","page_number":66,"box":{"x":59,"y":199,"width":866,"height":12}},{"id":"ceb9dc98-2c59-403f-9981-793f496ba3aa","block_type":"box","text":"of the Trust, to deliver securities held by State Street and to make payments for securities purchased by the Trust for the","page_number":66,"box":{"x":59,"y":214,"width":839,"height":12}},{"id":"8dd6e1e8-2778-424d-b350-38162d67e85c","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":66,"box":{"x":60,"y":229,"width":840,"height":12}},{"id":"c9eacddc-3704-44f4-93a4-243b6bec2878","block_type":"box","text":"outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Trust, State Street acts as a transfer","page_number":66,"box":{"x":59,"y":244,"width":853,"height":13}},{"id":"86d8c3ce-96e4-4154-a001-621b194fc5ac","block_type":"box","text":"agent for the Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As","page_number":66,"box":{"x":59,"y":259,"width":846,"height":13}},{"id":"4464696d-a704-4656-87be-acbd773fba29","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":66,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"60a7ac6b-0650-46d3-98e7-4eb817d08d41","block_type":"box","text":"which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these operating","page_number":66,"box":{"x":59,"y":290,"width":864,"height":12}},{"id":"769c17b2-e0f8-494a-a938-f2afee36902f","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":66,"box":{"x":59,"y":305,"width":516,"height":12}},{"id":"aa0143e6-39ad-4a40-8ad6-1da7c017aa21","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":66,"box":{"x":58,"y":331,"width":862,"height":13}},{"id":"3a2edf55-68b7-44e4-ae7b-64f367264763","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":66,"box":{"x":59,"y":346,"width":478,"height":13}},{"id":"aa35fcaa-d2f1-4cd6-9f1a-630661afb9dc","block_type":"box","text":"th","page_number":66,"box":{"x":541,"y":344,"width":10,"height":7}},{"id":"8c879cf6-c001-42b7-b70e-dbf6c5d49c34","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":66,"box":{"x":557,"y":346,"width":362,"height":13}},{"id":"bd1ba2cd-2429-4d3d-b422-ed8e4f0ec237","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":66,"box":{"x":59,"y":361,"width":863,"height":13}},{"id":"4a4c622b-d752-49b2-914c-4903c924214d","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":66,"box":{"x":60,"y":377,"width":817,"height":12}},{"id":"8b9db171-3606-4f3b-9cfe-17e29ebcbece","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":66,"box":{"x":59,"y":392,"width":868,"height":12}},{"id":"d0c10e58-ecac-4bed-a262-de1a4cd959e9","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":66,"box":{"x":58,"y":407,"width":862,"height":12}},{"id":"de06c477-8ee5-4062-964e-0674c7f855cd","block_type":"box","text":"Distributor.","page_number":66,"box":{"x":60,"y":433,"width":80,"height":10}},{"id":"9b45799e-49b0-4927-af5e-ad4f0bfc2540","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":66,"box":{"x":148,"y":433,"width":784,"height":13}},{"id":"8b17d312-acb2-4628-bb9f-57caf34a2e92","block_type":"box","text":"sale by the Fund through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the","page_number":66,"box":{"x":59,"y":448,"width":862,"height":13}},{"id":"e9dc3fad-0456-4b86-9441-0c1528d3586f","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":66,"box":{"x":59,"y":463,"width":300,"height":13}},{"id":"689b2d93-b155-49f0-abad-bee48228a389","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":66,"box":{"x":364,"y":463,"width":567,"height":13}},{"id":"acab1943-bc44-4bec-8260-7c253fc00e8f","block_type":"box","text":"not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the Prospectus and,","page_number":66,"box":{"x":60,"y":479,"width":867,"height":12}},{"id":"1062d7c5-7640-4138-ba0b-c61cfe10b48b","block_type":"box","text":"upon request, this SAI to persons purchasing Creation Units and will maintain records of both orders placed with it or its","page_number":66,"box":{"x":60,"y":494,"width":841,"height":12}},{"id":"5f785944-054a-48c3-99e2-86de83ea43ae","block_type":"box","text":"agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the","page_number":66,"box":{"x":59,"y":509,"width":865,"height":12}},{"id":"c0468ebb-bbf9-4b43-bcbe-27110e98cac4","block_type":"box","text":"Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority,","page_number":66,"box":{"x":59,"y":524,"width":875,"height":12}},{"id":"f1894c92-2f80-43d1-9e47-9b6be8e61e47","block_type":"box","text":"Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin","page_number":66,"box":{"x":60,"y":539,"width":869,"height":12}},{"id":"bd3bbcd0-a3a5-4ebb-8633-c673a68afef6","block_type":"box","text":"Islands and the District of Columbia.","page_number":66,"box":{"x":60,"y":554,"width":253,"height":10}},{"id":"aebda89d-b8bd-42ab-b6c1-28361704e410","block_type":"box","text":"The Distribution Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty,","page_number":66,"box":{"x":59,"y":581,"width":876,"height":12}},{"id":"07c1f17f-8ec2-411e-8993-76610d33db4b","block_type":"box","text":"on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or","page_number":66,"box":{"x":59,"y":596,"width":869,"height":12}},{"id":"7c99a82c-cf78-4643-9cf3-d6e4d673fbf8","block_type":"box","text":"(ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution","page_number":66,"box":{"x":60,"y":611,"width":831,"height":12}},{"id":"cb02935a-9e73-4197-9592-16613c690955","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":66,"box":{"x":59,"y":626,"width":692,"height":12}},{"id":"b00c2ca3-3e2d-419d-81b8-da71d74a1700","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":66,"box":{"x":59,"y":652,"width":847,"height":13}},{"id":"df578c74-6589-4233-824c-526b84bc8a76","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":66,"box":{"x":59,"y":668,"width":819,"height":12}},{"id":"5923fe48-66d2-4915-8ad4-87e61ebf17dc","block_type":"box","text":"participants and/or investor services organizations.","page_number":66,"box":{"x":59,"y":683,"width":358,"height":12}},{"id":"0948c60b-05af-4703-b052-9731197b9578","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":66,"box":{"x":60,"y":709,"width":846,"height":12}},{"id":"dbe783c7-6e9c-4c9c-a773-7da480dd9bc0","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":66,"box":{"x":60,"y":724,"width":742,"height":13}},{"id":"4e5c95ff-283b-45c3-ac1b-6c824afe3d3f","block_type":"box","text":"Securities Lending.","page_number":66,"box":{"x":59,"y":751,"width":136,"height":12}},{"id":"19badf94-f7e0-489d-b25a-e034984334f8","block_type":"box","text":"The Fund may engage in securities lending. To the extent that the Fund engages in securities lending,","page_number":66,"box":{"x":204,"y":751,"width":711,"height":12}},{"id":"228074f1-24f4-4bf8-b1de-ea48043a04c6","block_type":"box","text":"the Fund conducts its securities lending pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the","page_number":66,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"82911d05-a9f1-4359-b492-522846fe2507","block_type":"box","text":"Fund, subject to the overall supervision of BFA, pursuant to a written agreement (the “Securities Lending Agency","page_number":66,"box":{"x":60,"y":781,"width":789,"height":12}},{"id":"9319cb5b-1d7d-495b-88b3-27e1e22a794c","block_type":"box","text":"Agreement”).","page_number":66,"box":{"x":59,"y":796,"width":94,"height":12}},{"id":"d3eadd52-5202-42f9-be30-ed9c4319aea6","block_type":"box","text":"If the Fund were to engage in securities lending, it would retain a portion of the securities lending income and remit the","page_number":66,"box":{"x":60,"y":823,"width":835,"height":12}},{"id":"90f69e02-d818-45c9-9464-2491549a0e41","block_type":"box","text":"remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally","page_number":66,"box":{"x":60,"y":838,"width":867,"height":12}},{"id":"72b1e239-c4fb-43c3-a533-c4f6f684236f","block_type":"box","text":"equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees as","page_number":66,"box":{"x":59,"y":853,"width":834,"height":12}},{"id":"f2cff17e-5d3d-4ecb-a963-32ce0b2fe9a4","block_type":"box","text":"defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears","page_number":66,"box":{"x":59,"y":868,"width":861,"height":12}},{"id":"2cf02cfd-76df-48fe-911f-44b551472b50","block_type":"box","text":"all operational costs directly related to securities lending, including custodial costs of JPMorgan. To the extent that the Fund","page_number":66,"box":{"x":59,"y":883,"width":865,"height":12}},{"id":"350543a2-d498-4463-8d48-cf6e8e276727","block_type":"box","text":"49","page_number":66,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"06481724-a46f-4cf1-b1cc-ed54eed2ae6d","block_type":"box","text":"engages in securities lending, the Fund is responsible for fees in connection with the investment of cash collateral received","page_number":67,"box":{"x":59,"y":67,"width":857,"height":12}},{"id":"c7489602-3f90-4422-85a1-aa961f42dc1a","block_type":"box","text":"for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however, BTC has agreed to","page_number":67,"box":{"x":59,"y":82,"width":876,"height":12}},{"id":"80704858-3288-4f18-9a79-97bd7e641c6b","block_type":"box","text":"reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Fund","page_number":67,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"6188540a-eb93-4c6e-bf91-b4f152151d82","block_type":"box","text":"bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load, redemption fee,","page_number":67,"box":{"x":60,"y":112,"width":817,"height":12}},{"id":"cbbc9168-7e52-45d6-8467-efbabbabef22","block_type":"box","text":"distribution fee or service fee.","page_number":67,"box":{"x":59,"y":127,"width":205,"height":10}},{"id":"f6326066-3d20-4d51-ac5d-d896a6fe534e","block_type":"box","text":"To the extent that the Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":67,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"922b02fe-5b38-4e00-bf6c-22d0e072d40f","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":67,"box":{"x":59,"y":169,"width":859,"height":12}},{"id":"fe59d263-c9b1-42f2-82b7-a23004a831a6","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":67,"box":{"x":59,"y":184,"width":843,"height":12}},{"id":"e5498e5d-f887-41f3-9245-a7b369873706","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, the Fund will be subject","page_number":67,"box":{"x":59,"y":199,"width":864,"height":12}},{"id":"85a707e3-39a5-49f1-851a-668df682bfaa","block_type":"box","text":"to a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money","page_number":67,"box":{"x":59,"y":214,"width":830,"height":12}},{"id":"e96863d3-5522-49df-a662-62850ecaf748","block_type":"box","text":"market fund’s net assets, unless the liquidity costs are de minimis (","page_number":67,"box":{"x":60,"y":229,"width":467,"height":12}},{"id":"afca0ee3-37a8-49cc-84a2-bc8d9e47be3a","block_type":"box","text":"i.e","page_number":67,"box":{"x":529,"y":230,"width":14,"height":9}},{"id":"30f2a68a-014f-4536-ba63-52692082d3d1","block_type":"box","text":"., less than one basis point (0.01%)). The money market","page_number":67,"box":{"x":545,"y":229,"width":392,"height":12}},{"id":"6917f4b3-3d69-49c1-a7cd-ac55bd0f3d53","block_type":"box","text":"fund will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market","page_number":67,"box":{"x":59,"y":244,"width":880,"height":13}},{"id":"162bb190-9623-4513-967b-fe163c2b547e","block_type":"box","text":"fund would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions","page_number":67,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"3ef66401-01d8-40a5-8b0a-a680208c2978","block_type":"box","text":"on that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":67,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"cb7b79cb-d084-4995-8b60-60491d9f781d","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":67,"box":{"x":59,"y":290,"width":831,"height":12}},{"id":"0d1c737d-0ea7-4f4a-9143-90bbd6531511","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":67,"box":{"x":60,"y":305,"width":835,"height":12}},{"id":"60e79aa9-ac43-404c-b467-bd25a1f55aec","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":67,"box":{"x":60,"y":320,"width":464,"height":12}},{"id":"b295cdb8-c13a-475b-9767-18c6e478236c","block_type":"box","text":"Under the securities lending program, funds are categorized into one of several specific asset classes. 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and","page_number":67,"box":{"x":60,"y":811,"width":300,"height":13}},{"id":"43612b38-c7c0-430e-9bd1-a9ccab609736","block_type":"box","text":"(iv) each applicable fund-of-funds will receive 85% of securities lending income (which excludes collateral investment fees)","page_number":67,"box":{"x":60,"y":838,"width":863,"height":12}},{"id":"d529aca6-d6bd-4f6d-94ad-51f28a35f890","block_type":"box","text":"for the remainder of that calendar year and this amount can never be less than 70% of the sum of securities lending income","page_number":67,"box":{"x":59,"y":853,"width":869,"height":12}},{"id":"bff44fba-57fe-4f8e-bf65-0af478e68204","block_type":"box","text":"plus collateral investment fees.","page_number":67,"box":{"x":59,"y":868,"width":214,"height":12}},{"id":"24a276b9-fd6a-4b4a-8d8c-87fc78f12b98","block_type":"box","text":"50","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"445434b3-5ad0-40f5-b158-a6c4cd0ffd57","block_type":"box","text":"No services have been provided by BTC as the Fund’s securities lending agent, and the Fund had no income and","page_number":68,"box":{"x":60,"y":67,"width":781,"height":12}},{"id":"85d055ec-d59e-4a94-b958-1c8df6348b0c","block_type":"box","text":"fees/compensation related to securities lending activities for the fiscal year ended October 31, 2025.","page_number":68,"box":{"x":59,"y":82,"width":701,"height":12}},{"id":"703ab70b-f57a-4892-81ad-caaabe1c8d59","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":68,"box":{"x":60,"y":108,"width":247,"height":13}},{"id":"e35b90f3-279c-4664-b42d-9276bfee1bfa","block_type":"box","text":"BFA and/or its affiliates (“BFA Entities”) pay certain broker-dealers, registered","page_number":68,"box":{"x":317,"y":108,"width":539,"height":13}},{"id":"d34e16cb-0295-4007-8083-43c15259e9d1","block_type":"box","text":"investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Fund and","page_number":68,"box":{"x":60,"y":123,"width":869,"height":13}},{"id":"5513f7d5-deb3-4fd9-8151-0bea7e9dfe56","block_type":"box","text":"other funds or products sponsored and/or advised by BFA Entities (collectively for purposes of this section, the “Products”).","page_number":68,"box":{"x":59,"y":138,"width":866,"height":13}},{"id":"4993a151-26c2-451b-9f02-e134c9b22f6d","block_type":"box","text":"BFA Entities make these payments from their own assets and not from the assets of the Fund. Although a portion of BFA","page_number":68,"box":{"x":60,"y":154,"width":842,"height":12}},{"id":"3d0a1417-cf92-4dbe-bfea-1c37b4103300","block_type":"box","text":"Entities’ revenue comes directly or indirectly in part from fees paid by the Fund or other Products (including, if applicable, any","page_number":68,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"b2d3752d-2835-41f6-80df-0cf2e33c1d29","block_type":"box","text":"underlying Products held by the Fund), these payments do not increase the price paid by investors for the purchase of shares","page_number":68,"box":{"x":60,"y":184,"width":873,"height":12}},{"id":"66bd8784-c81e-4b52-b54b-240f40fb517b","block_type":"box","text":"of, or the cost of owning, the Fund or other Products. BFA Entities make payments for Intermediaries’ participation in","page_number":68,"box":{"x":59,"y":199,"width":817,"height":12}},{"id":"e67d6b4c-abfe-4619-924e-23ec100b8ac3","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":68,"box":{"x":59,"y":214,"width":786,"height":12}},{"id":"32d771e4-8566-4dc9-ade3-b580a0162d8b","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":68,"box":{"x":60,"y":229,"width":834,"height":12}},{"id":"53047603-98e6-4719-b4a0-9608e8f8ee9e","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":68,"box":{"x":59,"y":244,"width":837,"height":13}},{"id":"0d8db6d5-7db8-4a29-b050-42afc2872db5","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":68,"box":{"x":59,"y":259,"width":841,"height":13}},{"id":"9ff6892f-d140-4c32-b610-18240e2bccc1","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":68,"box":{"x":59,"y":274,"width":841,"height":13}},{"id":"faf07d1d-6609-4791-b03c-50e059e23f67","block_type":"box","text":"addition, BFA Entities make payments to Intermediaries that make shares of the Fund or other Products available to their","page_number":68,"box":{"x":59,"y":290,"width":844,"height":12}},{"id":"14122c17-c122-49a5-a981-e707ab7d6cf7","block_type":"box","text":"clients, in some cases at a waived or reduced commission rate or ticket charge, develop new products that feature iShares,","page_number":68,"box":{"x":59,"y":305,"width":857,"height":12}},{"id":"a32d69a0-5b82-417c-aa00-d93ea2ee6504","block_type":"box","text":"create educational content about the Fund or other Products that is featured on an Intermediary’s platform, or otherwise","page_number":68,"box":{"x":59,"y":320,"width":847,"height":12}},{"id":"c2421310-c6a5-48fc-8553-441d92b3ae64","block_type":"box","text":"promote the Fund or other Products. BFA Entities may also reimburse expenses or make payments from their own assets to","page_number":68,"box":{"x":59,"y":335,"width":865,"height":12}},{"id":"8ef5f963-1fa8-47ca-a5df-e771d0dc439a","block_type":"box","text":"Intermediaries or other persons in consideration of services or other activities that the BFA Entities believe may benefit the","page_number":68,"box":{"x":60,"y":350,"width":853,"height":12}},{"id":"1590ba55-2c9f-4382-923a-ba6e6d05a395","block_type":"box","text":"business of the BFA Entities or facilitate investment in the Fund or other Products. Payments of the type described above are","page_number":68,"box":{"x":60,"y":365,"width":867,"height":13}},{"id":"4b2cd859-4969-4e18-9088-8c2fc3c60c6c","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":68,"box":{"x":59,"y":380,"width":369,"height":13}},{"id":"7392281a-53c0-4748-b860-a872cfd4c450","block_type":"box","text":"Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your","page_number":68,"box":{"x":60,"y":407,"width":794,"height":12}},{"id":"a2a72250-df11-4b44-9db5-98963c3d175d","block_type":"box","text":"salesperson or other investment professional may also be significant for your salesperson or other investment professional.","page_number":68,"box":{"x":59,"y":422,"width":861,"height":12}},{"id":"2203f6b4-cc95-48d5-8015-12b5817bd023","block_type":"box","text":"Because an Intermediary may make decisions about which investment options it will recommend or make available to its","page_number":68,"box":{"x":60,"y":437,"width":845,"height":12}},{"id":"7095b3a6-8d42-4b4e-a110-d823fd42e484","block_type":"box","text":"clients, what services to provide for various products or what marketing content to make available to its clients based on","page_number":68,"box":{"x":59,"y":452,"width":843,"height":12}},{"id":"b6321ef6-5840-45c6-9922-0941a59eb92c","block_type":"box","text":"payments it receives or is eligible to receive, such payments may create conflicts of interest between the Intermediary and its","page_number":68,"box":{"x":59,"y":467,"width":872,"height":13}},{"id":"5f5ca4cf-035e-4db7-b7d5-3b373dcc5f5e","block_type":"box","text":"clients. These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":68,"box":{"x":59,"y":482,"width":827,"height":13}},{"id":"afb6c976-29d1-40d7-8f1c-9426f6d89a89","block_type":"box","text":"promote the Fund or other Products over other investments. The same conflicts of interest and financial incentives exist with","page_number":68,"box":{"x":59,"y":497,"width":874,"height":13}},{"id":"fac43411-9db7-450f-8400-28dc508caeed","block_type":"box","text":"respect to your salesperson or other investment professional if he or she receives similar payments from his or her","page_number":68,"box":{"x":60,"y":513,"width":798,"height":12}},{"id":"a2b03aff-43b7-48e7-a2f7-f2f58924de6c","block_type":"box","text":"Intermediary firm.","page_number":68,"box":{"x":60,"y":528,"width":124,"height":12}},{"id":"2cc5a7bd-3ea5-4125-a36c-dfaaf157ed9e","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":68,"box":{"x":60,"y":554,"width":802,"height":13}},{"id":"c88035b4-9566-4eb2-b5ed-7633bf93a010","block_type":"box","text":"interactive or digital content that is made available through the www.blackrock.com website at no additional cost to","page_number":68,"box":{"x":60,"y":569,"width":812,"height":13}},{"id":"71752707-6a98-4855-ab52-d4b466a1c939","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":68,"box":{"x":60,"y":584,"width":867,"height":13}},{"id":"62676c50-7796-41cb-b8b4-93ced1bacdc9","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":68,"box":{"x":59,"y":600,"width":581,"height":12}},{"id":"a831ba00-e629-4d38-8119-941a3f48eb79","block_type":"box","text":"As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition to payments for Education","page_number":68,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"bf567e08-9fe9-4139-b2e6-32146ba324ba","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":68,"box":{"x":59,"y":641,"width":795,"height":12}},{"id":"7f3d53f3-85df-404f-b238-a43a7f0a1dee","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":68,"box":{"x":60,"y":656,"width":847,"height":13}},{"id":"caa4637d-18dc-4a3e-abe7-4b5f14523c4c","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":68,"box":{"x":60,"y":671,"width":823,"height":13}},{"id":"8401de67-6071-4333-87d6-a5cdd8a34dca","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":68,"box":{"x":59,"y":686,"width":827,"height":13}},{"id":"9a9acdd3-75a5-4f82-82ec-67859517cece","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":68,"box":{"x":59,"y":702,"width":836,"height":12}},{"id":"80f0b547-d94d-4f20-9d20-208ba96d85ea","block_type":"box","text":"certain funds and Products in certain Fidelity platforms and investment programs, in some cases at a waived or reduced","page_number":68,"box":{"x":59,"y":717,"width":839,"height":12}},{"id":"63ab86c0-a983-4789-8ce7-6b078f7d15a8","block_type":"box","text":"commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the","page_number":68,"box":{"x":59,"y":732,"width":844,"height":12}},{"id":"3c0ec97c-8d1c-462a-ab69-06ca27ecee4f","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":68,"box":{"x":59,"y":747,"width":832,"height":12}},{"id":"fd5eee9a-b203-4e3c-b8bd-66fc02a63e08","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":68,"box":{"x":59,"y":762,"width":841,"height":12}},{"id":"dd7fcd15-931c-4abc-8f0d-be0c155cd27e","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":68,"box":{"x":59,"y":777,"width":857,"height":13}},{"id":"7f7ad8b9-ed49-476f-9c54-c9482e6c8c28","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":68,"box":{"x":59,"y":792,"width":529,"height":13}},{"id":"cf70715a-6c4c-42bc-ba97-e7864cd848bd","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":68,"box":{"x":60,"y":819,"width":872,"height":12}},{"id":"b4bcdcd4-6e4a-467c-b407-9ee30d3c66d8","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":68,"box":{"x":59,"y":834,"width":824,"height":12}},{"id":"72f80d84-acfb-4127-a17b-6d5b9ddf7b33","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":68,"box":{"x":60,"y":849,"width":867,"height":12}},{"id":"8ddfb140-ee24-41ee-8570-5e44dbfd4350","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":68,"box":{"x":59,"y":864,"width":844,"height":12}},{"id":"e7e5361c-498e-459a-9b4d-76cf317421ff","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":68,"box":{"x":59,"y":879,"width":872,"height":13}},{"id":"77d48819-9aca-4a5a-b006-2e1d5c6771eb","block_type":"box","text":"51","page_number":68,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"44b72a3d-c6ab-4c57-bd5d-53929e7bec89","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":69,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"eb23a996-73bd-4755-932b-1225b8b7dde1","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":69,"box":{"x":59,"y":82,"width":864,"height":12}},{"id":"61aaa2a0-1970-4a2d-b840-73b15676aaba","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":69,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"bf5069ee-7d78-41c1-add9-ff752a619e0a","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":69,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"31d08911-33f9-4c1a-8d83-6e7076c2c287","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":69,"box":{"x":59,"y":127,"width":807,"height":12}},{"id":"62f77b97-e2f8-425b-9d55-91c8e4de2492","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":69,"box":{"x":59,"y":142,"width":871,"height":13}},{"id":"fc379fd9-d359-4a5d-ab14-a62d1c90229f","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":69,"box":{"x":60,"y":157,"width":875,"height":13}},{"id":"f822df21-cce7-4b25-bf59-aa5834ef9e96","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":69,"box":{"x":60,"y":172,"width":851,"height":13}},{"id":"621e1cf9-408f-4306-85e9-fb66ba2b0dcc","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":69,"box":{"x":59,"y":188,"width":855,"height":12}},{"id":"4648610c-6461-49b4-911d-4065a3135006","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":69,"box":{"x":59,"y":203,"width":821,"height":12}},{"id":"b58afe9a-cc91-4651-91c6-5b529faffa84","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":69,"box":{"x":59,"y":218,"width":780,"height":12}},{"id":"da6b0486-b267-4e3d-b0cc-5fb45090bd8e","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":69,"box":{"x":59,"y":233,"width":840,"height":12}},{"id":"e04febff-62d1-4b71-937a-7647014c32ce","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":69,"box":{"x":59,"y":248,"width":822,"height":12}},{"id":"5c16da32-a552-4112-b7ac-65a6d207a809","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":69,"box":{"x":59,"y":263,"width":848,"height":12}},{"id":"db463915-8744-4b6f-92af-b2f86938c26e","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":69,"box":{"x":60,"y":278,"width":858,"height":13}},{"id":"737e40f4-195e-4cef-82da-d5b3c4afb0a7","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":69,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"1d66ac05-cbd7-4791-ba66-59860a344a77","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":69,"box":{"x":60,"y":308,"width":861,"height":13}},{"id":"a15ef600-697c-44ed-9b36-5f4ee8f6bca9","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":69,"box":{"x":59,"y":324,"width":877,"height":12}},{"id":"ca65df80-3a2f-4320-9f24-a87a89cc2dca","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":69,"box":{"x":59,"y":339,"width":841,"height":12}},{"id":"514cd087-4791-44c3-accd-cac69b695dff","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":69,"box":{"x":59,"y":354,"width":637,"height":12}},{"id":"cb8a73c7-626d-43dc-9a82-5d025f0dd95f","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":69,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"8d545c3f-b1c4-4008-9c4f-cd85887090c3","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":69,"box":{"x":60,"y":395,"width":870,"height":13}},{"id":"1e935bd1-7498-4cb6-b81c-e35529599bb2","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":69,"box":{"x":59,"y":411,"width":826,"height":12}},{"id":"462e725a-e1f6-4f6c-befb-af5273748ad0","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":69,"box":{"x":60,"y":426,"width":820,"height":12}},{"id":"ddd940d8-41e7-4b89-b429-01ccb88620d0","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":69,"box":{"x":60,"y":441,"width":805,"height":12}},{"id":"0c0cb7e1-c214-4a78-bd9a-f96667e61a06","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":69,"box":{"x":60,"y":456,"width":862,"height":12}},{"id":"2057210a-7e87-429d-b04e-1c70646c67be","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":69,"box":{"x":59,"y":471,"width":835,"height":12}},{"id":"4ce37b5a-30fa-485e-8534-b5d92a23538c","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":69,"box":{"x":59,"y":486,"width":824,"height":12}},{"id":"9b82dcad-242a-4a08-83dc-22f56ee8fb7f","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":69,"box":{"x":60,"y":501,"width":578,"height":13}},{"id":"aa4f2eb6-3eb9-486a-b966-187cb974f805","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":69,"box":{"x":59,"y":528,"width":864,"height":12}},{"id":"50a3b1e7-f01e-4540-8e27-802b9f8b82db","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":69,"box":{"x":59,"y":543,"width":815,"height":12}},{"id":"ed796967-f754-48b7-b740-a364c74ff643","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":69,"box":{"x":59,"y":558,"width":859,"height":12}},{"id":"a5a5155d-5b05-4e3e-b6da-12641fa81abd","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":69,"box":{"x":59,"y":573,"width":864,"height":12}},{"id":"e314e157-efe0-4ca1-9120-519fbecc8067","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":69,"box":{"x":59,"y":588,"width":847,"height":13}},{"id":"0dd138c8-44ac-4f5b-8a43-60f8416f1c05","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":69,"box":{"x":59,"y":603,"width":852,"height":13}},{"id":"84701694-1749-443c-83fd-d9df24e6b074","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":69,"box":{"x":60,"y":618,"width":721,"height":13}},{"id":"9484a46f-2d7a-48b8-937c-ac3b6b63826e","block_type":"box","text":"Determination of Net Asset Value","page_number":69,"box":{"x":62,"y":649,"width":558,"height":23}},{"id":"9de32827-7e40-4102-b12a-7c2e411ac68d","block_type":"box","text":"Valuation of Shares.","page_number":69,"box":{"x":59,"y":690,"width":143,"height":10}},{"id":"272bce01-af6e-40ed-9f04-3815fbd5ee6b","block_type":"box","text":"The NAV for the Fund is generally calculated as of the close of regular trading hours on the New York","page_number":69,"box":{"x":207,"y":690,"width":707,"height":13}},{"id":"35996ca6-63aa-423f-8f49-068a66ae9098","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":69,"box":{"x":59,"y":705,"width":876,"height":13}},{"id":"4d756cde-7e59-43a6-ba32-61a0b9b07e2c","block_type":"box","text":"by the Fund is as follows:","page_number":69,"box":{"x":60,"y":720,"width":173,"height":13}},{"id":"883d9505-4df4-4d29-8b85-a2f05230fe79","block_type":"box","text":"Equity Investments.","page_number":69,"box":{"x":60,"y":748,"width":139,"height":11}},{"id":"d62f24d4-ec09-432a-b76a-b362a9534f26","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":69,"box":{"x":205,"y":747,"width":430,"height":12}},{"id":"0d34dbad-f891-4b29-a6b6-d0a8013163bc","block_type":"box","text":"e.g.","page_number":69,"box":{"x":636,"y":750,"width":23,"height":9}},{"id":"bacc16bf-9f45-4586-95ee-f774a35371a3","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":69,"box":{"x":661,"y":747,"width":276,"height":12}},{"id":"9af40799-fede-4565-be6a-d9a49700709a","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":69,"box":{"x":59,"y":762,"width":854,"height":12}},{"id":"5dcda6da-92dd-4891-bc30-504b28e48a9c","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":69,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"00fbfb50-af3a-4894-8862-d39f634af50c","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":69,"box":{"x":59,"y":792,"width":875,"height":13}},{"id":"28a9ac98-6708-4952-8bf2-ef6b3de76ba9","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":69,"box":{"x":59,"y":807,"width":841,"height":13}},{"id":"17f569a7-5936-46b5-82a0-0d7e60530d6f","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":69,"box":{"x":60,"y":823,"width":872,"height":12}},{"id":"4a481e03-0d76-4891-b14e-214a43c4b458","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by the Fund on a day on","page_number":69,"box":{"x":59,"y":838,"width":852,"height":12}},{"id":"74bec31d-bd4e-4613-9125-e0bdac161aed","block_type":"box","text":"which the Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":69,"box":{"x":59,"y":853,"width":862,"height":12}},{"id":"361f4305-b5d6-48e5-8573-371f72c16fd2","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":69,"box":{"x":60,"y":868,"width":829,"height":12}},{"id":"ba874b31-3d42-4cca-9e36-5131278bef73","block_type":"box","text":"below).","page_number":69,"box":{"x":60,"y":883,"width":50,"height":12}},{"id":"3665d4f0-757d-4cdc-81f4-b6cdf8f38dbb","block_type":"box","text":"52","page_number":69,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1174a3dc-408f-4e9c-9dce-a79369dd2bbc","block_type":"box","text":"Fixed-Income Investments.","page_number":70,"box":{"x":60,"y":67,"width":193,"height":9}},{"id":"d4818b3f-796e-4f11-9922-dc38073971e5","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":70,"box":{"x":259,"y":67,"width":604,"height":12}},{"id":"8a148f69-352c-4e69-ac03-83da76ce352d","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":70,"box":{"x":59,"y":82,"width":847,"height":12}},{"id":"7505f8c4-7345-42b5-ba46-4a7cf6b2a3e2","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":70,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"cce7e9dc-8623-4de2-ba43-21ac4003d0f6","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":70,"box":{"x":59,"y":112,"width":737,"height":12}},{"id":"afcdadda-81ce-43f5-9821-f1ab542aa151","block_type":"box","text":"e.g.","page_number":70,"box":{"x":797,"y":115,"width":23,"height":9}},{"id":"7dbbe77d-c7ec-44e8-8679-b316c829a8c7","block_type":"box","text":", recent","page_number":70,"box":{"x":822,"y":113,"width":51,"height":10}},{"id":"5e22d5ff-1812-4849-825c-476e0841ecb2","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":70,"box":{"x":60,"y":127,"width":795,"height":12}},{"id":"5c44e148-d1b0-4e27-a8e7-5e203f1628d4","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":70,"box":{"x":60,"y":142,"width":841,"height":13}},{"id":"c0aeb6d7-27b3-431f-aeb1-5e926f9ebfdd","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":70,"box":{"x":59,"y":157,"width":878,"height":13}},{"id":"e105c1cf-308b-4516-af57-be61b5929558","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":70,"box":{"x":59,"y":172,"width":866,"height":13}},{"id":"53a68c65-6617-49b5-a1fc-bdf41a35bb10","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":70,"box":{"x":59,"y":188,"width":867,"height":12}},{"id":"b574054f-b550-46d3-91d4-4d7fe3fc43f5","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":70,"box":{"x":59,"y":203,"width":860,"height":12}},{"id":"bfc72472-8eb7-42a1-afb7-ebe4aa743673","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":70,"box":{"x":60,"y":218,"width":819,"height":12}},{"id":"92e6d893-5fcc-41f7-81da-97a69547debb","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":70,"box":{"x":60,"y":233,"width":844,"height":12}},{"id":"45929d4b-5326-4e36-a6b1-0af799d7fecb","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":70,"box":{"x":60,"y":248,"width":873,"height":12}},{"id":"539fc1a2-76e8-4434-ae5c-6956f92a2ac2","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":70,"box":{"x":59,"y":263,"width":829,"height":12}},{"id":"cd865bda-9ea0-496e-bb90-74026f8819f3","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":70,"box":{"x":59,"y":278,"width":655,"height":13}},{"id":"47bdf36d-ed81-4080-8ff0-378d61a1722b","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":70,"box":{"x":59,"y":305,"width":338,"height":12}},{"id":"52912e29-397a-44f2-8249-314562df8e81","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":70,"box":{"x":403,"y":305,"width":517,"height":12}},{"id":"d5a0a002-0a9b-4678-a329-22d1bd4ffff0","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":70,"box":{"x":59,"y":320,"width":875,"height":12}},{"id":"2ae4e4c9-66d7-40f2-b584-681cf87399c3","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":70,"box":{"x":59,"y":335,"width":869,"height":12}},{"id":"5e0689ac-4401-4b43-9548-b18afd4cbcf2","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":70,"box":{"x":59,"y":350,"width":854,"height":12}},{"id":"d1b03c21-b4dc-47d3-b6ac-7b0a2309f987","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":70,"box":{"x":60,"y":365,"width":848,"height":13}},{"id":"3afde273-a89a-4a7e-995c-8ea5f728fa6d","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":70,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"02aa9f77-56a4-4b51-a45c-a41e3220c7a9","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":70,"box":{"x":59,"y":395,"width":863,"height":13}},{"id":"ed53547a-4200-489f-9920-78de31e92c4e","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":70,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"5c9d34e2-8c12-4ae7-b6cb-081ceace91c8","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":70,"box":{"x":60,"y":426,"width":822,"height":12}},{"id":"7369d65d-380e-4033-89c6-dc6163977b32","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":70,"box":{"x":59,"y":441,"width":831,"height":12}},{"id":"2068f46c-a3db-413d-a3f7-18c36182a216","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":70,"box":{"x":59,"y":456,"width":872,"height":12}},{"id":"13c26225-63db-49a4-bd68-0d85266a69b7","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":70,"box":{"x":60,"y":471,"width":453,"height":12}},{"id":"1acd897b-4083-47e7-8cd2-2086398ed39b","block_type":"box","text":"Underlying Funds.","page_number":70,"box":{"x":60,"y":497,"width":130,"height":13}},{"id":"e08d6501-48be-45fa-b21b-35a5deece835","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":70,"box":{"x":195,"y":497,"width":693,"height":13}},{"id":"fe946cd7-687a-4f37-bf46-e8362c278c5d","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":70,"box":{"x":60,"y":513,"width":759,"height":12}},{"id":"b7e597a7-eac3-4d05-ab17-48edff895b09","block_type":"box","text":"General Valuation Information.","page_number":70,"box":{"x":59,"y":539,"width":222,"height":10}},{"id":"ed015d1c-2627-4f3b-87c4-3f4954f81384","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":70,"box":{"x":287,"y":539,"width":613,"height":12}},{"id":"e983202a-7b96-44a9-b010-a530aaca74af","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":70,"box":{"x":60,"y":554,"width":850,"height":10}},{"id":"1f45429c-8128-4d57-b2ef-ed001e8d7d82","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":70,"box":{"x":59,"y":569,"width":853,"height":13}},{"id":"e49f2cad-dafd-44d3-a209-f6f0d407a76c","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":70,"box":{"x":59,"y":584,"width":813,"height":13}},{"id":"4b637a56-2651-407c-ac1b-e8761ff491da","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":70,"box":{"x":59,"y":600,"width":701,"height":12}},{"id":"07eac29c-3a4e-4d23-b977-1af25453500f","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":70,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"e141fd1e-4409-4951-8939-ef18aedc85f0","block_type":"box","text":"the investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation","page_number":70,"box":{"x":59,"y":641,"width":794,"height":12}},{"id":"b0564ff3-7ec9-4a84-80a9-c45dd16649af","block_type":"box","text":"methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an","page_number":70,"box":{"x":60,"y":656,"width":819,"height":13}},{"id":"5d7fefc1-a0c2-4aac-8fa7-a048d30a842e","block_type":"box","text":"investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser","page_number":70,"box":{"x":60,"y":671,"width":846,"height":13}},{"id":"867767b6-90ad-412f-9f04-e195af3823dd","block_type":"box","text":"than expected gain upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by","page_number":70,"box":{"x":59,"y":686,"width":816,"height":13}},{"id":"9e283fa1-fe4f-48ed-807e-56a27337a7d8","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":70,"box":{"x":59,"y":702,"width":639,"height":12}},{"id":"f05b9f32-d262-4cbb-a047-a16ec0cc7828","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":70,"box":{"x":59,"y":728,"width":626,"height":12}},{"id":"ac5853ef-3f8d-433d-9859-48448ab4fc47","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":70,"box":{"x":60,"y":754,"width":871,"height":13}},{"id":"5860b3bb-eb11-491b-9e88-6af3a60d4751","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":70,"box":{"x":59,"y":770,"width":823,"height":12}},{"id":"aa3173bb-36a1-451e-975e-fc22cc70bad3","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":70,"box":{"x":59,"y":785,"width":833,"height":12}},{"id":"41f79fcf-da53-4521-b938-992dac976f62","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":70,"box":{"x":60,"y":800,"width":836,"height":12}},{"id":"0c127bed-5e17-4899-ab90-0021d5f3f350","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":70,"box":{"x":59,"y":815,"width":862,"height":12}},{"id":"b93e3c52-879c-4177-9b16-cbeb932db917","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":70,"box":{"x":60,"y":830,"width":804,"height":12}},{"id":"a1f6185c-3417-45a7-b4f6-a813233e6b30","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":70,"box":{"x":60,"y":857,"width":874,"height":12}},{"id":"dc60e16d-9dd5-43ec-8575-f00985fde633","block_type":"box","text":"the Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between the Fund’s","page_number":70,"box":{"x":59,"y":872,"width":856,"height":12}},{"id":"cc226c4d-45f8-4d2f-a4a8-50d49875c4f1","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":70,"box":{"x":59,"y":887,"width":414,"height":12}},{"id":"fbcb640e-b6c0-4b0d-a72f-ece9d7b5c815","block_type":"box","text":"53","page_number":70,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"8db348e7-ea95-4526-b2dc-08557ed587a0","block_type":"box","text":"Fair Value.","page_number":71,"box":{"x":60,"y":67,"width":73,"height":9}},{"id":"a02c7449-346d-48b3-8a65-e57798d48d0d","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":71,"box":{"x":138,"y":67,"width":796,"height":12}},{"id":"bda1d7f9-13a9-4253-91cd-51495c2f7fa6","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":71,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"f84d2377-d471-4a57-8a73-f91ca9f02d0b","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":71,"box":{"x":60,"y":97,"width":819,"height":12}},{"id":"1696a914-924a-42a3-902f-5abf12a2e575","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":71,"box":{"x":59,"y":112,"width":838,"height":12}},{"id":"4464b3da-dac0-44fb-9411-e131b8643b02","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":71,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"250e21ac-92e4-4e82-be7f-0c8584dbfb84","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":71,"box":{"x":59,"y":142,"width":851,"height":13}},{"id":"875fab67-2e9c-448f-9932-6c8587f304a5","block_type":"box","text":"unreliable (","page_number":71,"box":{"x":60,"y":157,"width":77,"height":13}},{"id":"536d651b-517e-4eb4-8e9f-f2c2b49096d8","block_type":"box","text":"e.g.","page_number":71,"box":{"x":138,"y":160,"width":23,"height":10}},{"id":"7638b455-3d25-476e-8818-664e5f53f3b4","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":71,"box":{"x":163,"y":157,"width":745,"height":13}},{"id":"698eb5d2-a31c-48ed-bdce-f80ae1d6b5bc","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":71,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"d2e514f4-6934-4d91-8897-9cff3be8ff39","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":71,"box":{"x":59,"y":188,"width":822,"height":12}},{"id":"47d2a273-ec17-41f2-98ed-0b7c7fb8a572","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":71,"box":{"x":59,"y":203,"width":861,"height":12}},{"id":"b59846db-d29b-4135-a775-f15a968ea85f","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":71,"box":{"x":59,"y":218,"width":863,"height":12}},{"id":"13488b96-28a2-4249-a97f-0692ae3c1141","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":71,"box":{"x":60,"y":233,"width":863,"height":12}},{"id":"ce3e9f56-65c7-40a3-b57d-480b5d20c225","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":71,"box":{"x":60,"y":248,"width":863,"height":12}},{"id":"901ed516-f0bf-46bd-85f0-c87f5d84f592","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":71,"box":{"x":60,"y":263,"width":857,"height":12}},{"id":"f0156926-36e6-42e7-8fb6-fd963405355c","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":71,"box":{"x":59,"y":278,"width":829,"height":13}},{"id":"ba41ca6c-bf44-4856-8266-57b318b249e4","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":71,"box":{"x":60,"y":293,"width":573,"height":13}},{"id":"1b4b9fe7-e124-4101-895e-39e8e05edeee","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":71,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"3a14359e-374a-4b4e-968e-88a10159745c","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":71,"box":{"x":59,"y":335,"width":787,"height":12}},{"id":"440e6997-47fa-41b9-a43e-2482e615621a","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":71,"box":{"x":60,"y":350,"width":866,"height":12}},{"id":"94fa6665-82d0-44fa-9ed9-79d78cd94291","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":71,"box":{"x":60,"y":365,"width":558,"height":13}},{"id":"921051bb-ea82-48ad-b7d5-a20e344c059c","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":71,"box":{"x":60,"y":392,"width":843,"height":12}},{"id":"113f9acb-f333-4a8c-bc57-2642c8e7aff4","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":71,"box":{"x":60,"y":407,"width":873,"height":12}},{"id":"bffc9a5e-ca0c-418a-83ce-decfec92d130","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":71,"box":{"x":59,"y":422,"width":848,"height":12}},{"id":"28de5a96-10c5-4733-8c3d-553667216cdc","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":71,"box":{"x":60,"y":437,"width":676,"height":12}},{"id":"f5ff8400-8025-4ac6-8468-70c815649034","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":71,"box":{"x":59,"y":463,"width":868,"height":13}},{"id":"ff449e47-9787-4c41-a5cb-43fb8d94285c","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":71,"box":{"x":59,"y":479,"width":838,"height":12}},{"id":"e7d273ef-1726-425c-81ed-c0068a902988","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":71,"box":{"x":60,"y":494,"width":846,"height":12}},{"id":"996f4412-8343-41d2-a1ca-a7c007a9d26d","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":71,"box":{"x":59,"y":509,"width":857,"height":12}},{"id":"2767716f-9d37-4804-b1bf-b749951babc4","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":71,"box":{"x":59,"y":524,"width":878,"height":12}},{"id":"f08a8a40-c22a-4839-b65a-8b4f288c43e4","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":71,"box":{"x":60,"y":539,"width":396,"height":12}},{"id":"09e44c1e-5cc0-46cd-9e9c-d1bb6cb0b10c","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":71,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"987c40bc-a622-48dc-b6fa-8c2ac8713b28","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":71,"box":{"x":60,"y":581,"width":865,"height":12}},{"id":"b3cd713e-cfed-4bf1-8aba-5395cef81dd2","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":71,"box":{"x":59,"y":596,"width":879,"height":12}},{"id":"e2443ab9-6c67-49cc-951e-0347e7a9e5f4","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":71,"box":{"x":59,"y":611,"width":796,"height":12}},{"id":"a630946f-826f-4471-906a-1e2b614dd3d4","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":71,"box":{"x":59,"y":626,"width":839,"height":12}},{"id":"7ca2dd8e-0ada-4e64-ab6c-ea6834f0ccc2","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":71,"box":{"x":59,"y":641,"width":801,"height":12}},{"id":"7e2722ea-d6bc-494d-80e4-31380e373ed9","block_type":"box","text":"investment.","page_number":71,"box":{"x":60,"y":657,"width":80,"height":9}},{"id":"13855d53-0c31-4f38-8114-bb2611f3ba16","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":71,"box":{"x":59,"y":683,"width":864,"height":12}},{"id":"cd2261db-5bd4-4b9a-9fe0-41541744d290","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":71,"box":{"x":60,"y":698,"width":842,"height":12}},{"id":"43a6b0c1-953f-4bf0-8c55-8de296e44cef","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":71,"box":{"x":60,"y":713,"width":849,"height":12}},{"id":"b001b5f2-f75f-44a9-826c-e280e8b830ba","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":71,"box":{"x":59,"y":728,"width":541,"height":12}},{"id":"3ad62b10-3640-4511-b0c2-571c55b4f088","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":71,"box":{"x":59,"y":754,"width":821,"height":13}},{"id":"075b09fe-b125-4015-94b3-d458f147c616","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":71,"box":{"x":59,"y":770,"width":795,"height":12}},{"id":"74e56268-33b4-44d8-bd4a-b98e73e5eb14","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":71,"box":{"x":59,"y":785,"width":837,"height":12}},{"id":"b8defc4b-8e8e-4539-bef9-e31adb35cf69","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":71,"box":{"x":60,"y":800,"width":835,"height":12}},{"id":"8f002592-5f76-435f-b331-268d6b9d8ab9","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":71,"box":{"x":59,"y":815,"width":499,"height":12}},{"id":"c44ce263-5268-49a5-85cd-a94e09835df4","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":71,"box":{"x":59,"y":841,"width":871,"height":13}},{"id":"5d066271-d333-47c5-a963-384c6729c40f","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":71,"box":{"x":59,"y":857,"width":839,"height":12}},{"id":"d8f62c96-e3fd-4743-8a70-e2d6258ebb2c","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":71,"box":{"x":59,"y":872,"width":862,"height":12}},{"id":"5fc3011c-f994-4bb9-b33e-ff74bcf03b1b","block_type":"box","text":"54","page_number":71,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e10fb356-70ee-4137-807e-2cf2749470bf","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":72,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"b4b74a94-5f28-46a7-9b64-6f6cac538249","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":72,"box":{"x":59,"y":82,"width":779,"height":12}},{"id":"c2bf8360-b586-4050-9cbc-ee4ab3f11797","block_type":"box","text":"Brokerage Transactions","page_number":72,"box":{"x":62,"y":112,"width":390,"height":30}},{"id":"b17a2f48-bd77-4e13-8304-0a6c7e0a1a9a","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of the Fund’s portfolio transactions","page_number":72,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"19de448e-d89f-4305-8baf-df1feafc5cff","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":72,"box":{"x":59,"y":169,"width":836,"height":12}},{"id":"caf69980-a6f3-4c4f-8468-29ca55e5ae31","block_type":"box","text":"obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage","page_number":72,"box":{"x":59,"y":184,"width":818,"height":12}},{"id":"5561973d-ae22-4b31-aab2-1c375fdaafa9","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":72,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"7b7c6348-950d-41ca-a0e6-c4a526207703","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":72,"box":{"x":60,"y":214,"width":875,"height":12}},{"id":"d0231b5b-7845-43e3-93e1-a5992765b3ea","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":72,"box":{"x":59,"y":229,"width":805,"height":12}},{"id":"d9aa2b08-dee2-4bbc-b568-29589d031981","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":72,"box":{"x":59,"y":244,"width":852,"height":13}},{"id":"10e427c6-c79a-4783-90cf-a114dfe47cd8","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including the Fund.","page_number":72,"box":{"x":60,"y":259,"width":873,"height":13}},{"id":"d1173027-f765-4560-bba7-788f5f6fd9ce","block_type":"box","text":"In return for such services, BFA may cause the Fund to pay a higher commission than other brokers would charge if BFA","page_number":72,"box":{"x":60,"y":274,"width":838,"height":13}},{"id":"b9f675de-23b5-4bd0-a297-0e59542b7c4d","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":72,"box":{"x":59,"y":290,"width":665,"height":12}},{"id":"4853bb98-3a25-48c3-b89f-b67895b56e89","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":72,"box":{"x":60,"y":316,"width":824,"height":12}},{"id":"18dad55e-0181-47c5-b569-719ac5babe5d","block_type":"box","text":"execution for the Fund and may take into account a variety of factors including: (i) the size, nature and character of the","page_number":72,"box":{"x":59,"y":331,"width":833,"height":13}},{"id":"a805a2bf-50ab-4ac8-97c2-dc95d9889ea2","block_type":"box","text":"security or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the","page_number":72,"box":{"x":59,"y":346,"width":792,"height":13}},{"id":"3662b23d-2e52-4420-9c85-9129524fa0af","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":72,"box":{"x":59,"y":361,"width":864,"height":13}},{"id":"e87ad661-8821-44f0-b845-0cf883a6c6c5","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":72,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"ae971c77-3fb3-4ba1-86e3-316fc07d7c4d","block_type":"box","text":"full range of brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research","page_number":72,"box":{"x":59,"y":392,"width":820,"height":12}},{"id":"18312506-fc4d-4cc5-8189-430749dd8469","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":72,"box":{"x":59,"y":407,"width":878,"height":12}},{"id":"f4030e44-468b-4288-a7be-f7f898d3272f","block_type":"box","text":"(ix) BFA’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected","page_number":72,"box":{"x":60,"y":422,"width":832,"height":12}},{"id":"76929b29-4df7-41e0-8bb0-fab208f7264d","block_type":"box","text":"because of their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded","page_number":72,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"ea6b0392-0de4-4202-89a8-df8ea08cf7ba","block_type":"box","text":"securities, or other circumstances.","page_number":72,"box":{"x":59,"y":452,"width":240,"height":11}},{"id":"634b3ee9-895d-4c0d-a83d-2247840f418b","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":72,"box":{"x":59,"y":479,"width":863,"height":12}},{"id":"bf80d5a7-abc8-4681-b055-15bb59546b8a","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":72,"box":{"x":59,"y":494,"width":845,"height":12}},{"id":"6984f44f-f274-417f-a895-08b2f6dc8ab0","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":72,"box":{"x":60,"y":509,"width":871,"height":12}},{"id":"5310943e-dc05-4426-8ae0-63c9e8cebdd2","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":72,"box":{"x":59,"y":524,"width":839,"height":12}},{"id":"8dbe0c3f-8cd5-4bdd-b607-0ad6fdb172de","block_type":"box","text":"under certain conditions.","page_number":72,"box":{"x":60,"y":539,"width":174,"height":10}},{"id":"0908f30d-d22a-4c66-a09c-690b01ec4d4a","block_type":"box","text":"From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker","page_number":72,"box":{"x":60,"y":566,"width":849,"height":12}},{"id":"df0da7a2-9bb2-44bc-9be6-569632badcf9","block_type":"box","text":"may be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":72,"box":{"x":60,"y":581,"width":878,"height":12}},{"id":"1eca7dfc-8230-4970-a583-5962bbb5c658","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":72,"box":{"x":59,"y":596,"width":831,"height":12}},{"id":"4fbb6889-cb8d-4e3d-bc65-ee7ed7cdbc9f","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":72,"box":{"x":59,"y":611,"width":807,"height":12}},{"id":"8f03d7f7-a91f-49bf-aab5-a017ca3120d9","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":72,"box":{"x":59,"y":626,"width":604,"height":12}},{"id":"968321e9-cefe-4f06-9048-61794adef5f4","block_type":"box","text":"The Fund anticipates that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":72,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"95fee382-e21a-4784-8e7a-f95d4e7a01c1","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Fund in the form of","page_number":72,"box":{"x":59,"y":668,"width":842,"height":12}},{"id":"11fae169-9fd7-460e-a7d4-02413f5e251c","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":72,"box":{"x":59,"y":683,"width":857,"height":12}},{"id":"c3d3419e-03a8-4b1b-870f-ff0c4657d296","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":72,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"a42907aa-1a3d-495f-a447-67cce9c1211a","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":72,"box":{"x":59,"y":713,"width":329,"height":12}},{"id":"ffdac1a9-d9b8-4675-af44-338f03acc16a","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":72,"box":{"x":59,"y":739,"width":842,"height":13}},{"id":"32da7e95-3b5e-406f-8c7b-b8936ac91f52","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":72,"box":{"x":59,"y":754,"width":861,"height":13}},{"id":"e107ee88-5f34-44fd-9332-32662ba9d77a","block_type":"box","text":"Fund will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution","page_number":72,"box":{"x":60,"y":770,"width":875,"height":12}},{"id":"b554c11d-6a87-4fe0-a475-603f1c8d43ce","block_type":"box","text":"could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally","page_number":72,"box":{"x":59,"y":785,"width":877,"height":12}},{"id":"f9038b16-214e-4f12-8be3-4f0364ba3582","block_type":"box","text":"include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific","page_number":72,"box":{"x":60,"y":800,"width":862,"height":12}},{"id":"758cd77f-5683-409d-a601-1fd148f733cd","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":72,"box":{"x":59,"y":815,"width":417,"height":12}},{"id":"dc335986-fc96-4d32-aa01-33e2c23e5f3d","block_type":"box","text":"Under the 1940 Act, persons affiliated with the Fund and persons who are affiliated with such affiliated persons are","page_number":72,"box":{"x":60,"y":841,"width":804,"height":13}},{"id":"fb0d5370-c947-4958-8f9e-dd8e1803c96d","block_type":"box","text":"prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing","page_number":72,"box":{"x":59,"y":857,"width":858,"height":12}},{"id":"8fc4a0f5-40ee-435f-ac19-c8eba0cd528d","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":72,"box":{"x":59,"y":872,"width":828,"height":12}},{"id":"e55d0ab4-ce15-4cf4-9de4-00cb262d361d","block_type":"box","text":"dealers acting as principal for their own accounts, the Fund will not deal with affiliated persons and affiliated persons of such","page_number":72,"box":{"x":59,"y":887,"width":874,"height":12}},{"id":"ac3f1b80-7853-4107-be0b-d6a850d0a3fd","block_type":"box","text":"55","page_number":72,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"fd01b094-c0a5-4710-96f6-9d89bb853c10","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":73,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"e79c7b13-304c-4bd8-a661-b88b91046b99","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":73,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"aa9b248b-e9ff-4d19-b626-ad3788f56b99","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":73,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"85515a0a-80fb-430e-bc87-00b90208c55e","block_type":"box","text":"Act.","page_number":73,"box":{"x":59,"y":113,"width":27,"height":9}},{"id":"be76c002-0559-4ae3-ade6-8b38557f3a27","block_type":"box","text":"Purchases of money market instruments by the Fund are made from dealers, underwriters and issuers. The Fund does not","page_number":73,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"28b34e48-7f1d-47b6-94ea-43844ad42b82","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":73,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"5f46e62f-05c6-458b-a6eb-44f040304a13","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":73,"box":{"x":59,"y":169,"width":856,"height":12}},{"id":"e216ec5d-5dbe-4310-8983-bf4256a32eff","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":73,"box":{"x":59,"y":184,"width":472,"height":12}},{"id":"812df104-a116-4eb3-9c33-200cd71edbfb","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or dealers that are","page_number":73,"box":{"x":60,"y":210,"width":823,"height":13}},{"id":"8a855537-6c44-43c2-8164-44817cf235f7","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":73,"box":{"x":59,"y":225,"width":866,"height":13}},{"id":"2ea7a9c4-655a-4cd1-bcc0-304fdea0ae37","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":73,"box":{"x":59,"y":240,"width":868,"height":13}},{"id":"0db49784-2b77-4acc-b3c0-175689bc5377","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":73,"box":{"x":59,"y":256,"width":365,"height":12}},{"id":"940bfa3e-fb4b-4085-9e33-ec04033847a6","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":73,"box":{"x":59,"y":282,"width":873,"height":12}},{"id":"f63f65d4-59eb-4be5-8aca-d03a42e5b5a8","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":73,"box":{"x":59,"y":297,"width":823,"height":13}},{"id":"5facb164-8bca-45b2-8ac9-64549156a5bf","block_type":"box","text":"commissions or discounts are paid.","page_number":73,"box":{"x":59,"y":312,"width":247,"height":13}},{"id":"47a8a15f-4ba3-436f-99d3-ae1cb6711b7b","block_type":"box","text":"Investment decisions for the Fund and for other investment accounts managed by BFA and the other Affiliates are made","page_number":73,"box":{"x":60,"y":339,"width":839,"height":12}},{"id":"d9727ccf-4678-424b-ad16-03d4ac664f84","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":73,"box":{"x":60,"y":354,"width":834,"height":12}},{"id":"d095714c-8077-48b6-98c1-02a6a046c985","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":73,"box":{"x":59,"y":369,"width":854,"height":12}},{"id":"8b68e26f-e2c6-4d13-af88-fda356983433","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":73,"box":{"x":59,"y":384,"width":854,"height":12}},{"id":"a369b2e7-f606-4db9-bf8d-3098ae13cede","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":73,"box":{"x":59,"y":399,"width":843,"height":13}},{"id":"a71d1b2f-3342-4235-a51d-7c4bdb66f27b","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":73,"box":{"x":59,"y":414,"width":846,"height":13}},{"id":"9c1d64e2-64ce-4f39-b789-d2b6cd3d640c","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":73,"box":{"x":59,"y":429,"width":812,"height":13}},{"id":"ad52d437-6028-4dbc-bac6-2e8dec2226b1","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":73,"box":{"x":59,"y":445,"width":877,"height":12}},{"id":"6a6913eb-e24f-4772-ac60-80d8615980b7","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":73,"box":{"x":60,"y":460,"width":866,"height":12}},{"id":"2fc5b46c-8684-41db-8d14-fce07be3e6b7","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":73,"box":{"x":59,"y":475,"width":843,"height":12}},{"id":"0ce43de4-b320-49f8-987d-91beadf8f19f","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":73,"box":{"x":59,"y":490,"width":871,"height":12}},{"id":"23f0ef1b-ba07-4fdf-83d5-1d19a129882a","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":73,"box":{"x":59,"y":505,"width":817,"height":12}},{"id":"a38e9383-cee0-4fe6-83ac-5dcff9598c51","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":73,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"5b89786a-851b-4a94-82b8-d5755358d51a","block_type":"box","text":"in which the Fund may invest.","page_number":73,"box":{"x":60,"y":535,"width":207,"height":13}},{"id":"f79bfa1a-dd0e-4f14-9aae-7b266f9657df","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":73,"box":{"x":60,"y":562,"width":861,"height":12}},{"id":"3abaabec-f6b2-4193-90a9-270e12da6500","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":73,"box":{"x":60,"y":577,"width":871,"height":12}},{"id":"4bf4070c-7425-47dd-a88d-86b3b9e024aa","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":73,"box":{"x":59,"y":592,"width":823,"height":10}},{"id":"f995230f-c72a-4e9d-8d51-fbf212602c7c","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":73,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"86c98808-9853-4134-91ea-4d6821895da3","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":73,"box":{"x":59,"y":622,"width":872,"height":13}},{"id":"95071b53-3a1a-406d-a94b-e85f2fa6d5cf","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":73,"box":{"x":59,"y":637,"width":855,"height":13}},{"id":"2588c043-1113-4176-9e07-1d3702c9a318","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":73,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"b877f2df-ba7d-4669-b92a-adf951126663","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":73,"box":{"x":59,"y":668,"width":863,"height":12}},{"id":"53284559-d8a5-4691-aa7c-698d66359fbc","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":73,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"44bc23dd-b133-45a6-8d2c-d33a20910363","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":73,"box":{"x":59,"y":698,"width":856,"height":12}},{"id":"4f6437a4-6769-45be-9c77-0c9c08f838a0","block_type":"box","text":"pro rata","page_number":73,"box":{"x":58,"y":714,"width":56,"height":11}},{"id":"f8b8bdb8-851b-4312-8ca9-29d68e47188f","block_type":"box","text":"basis. This","page_number":73,"box":{"x":119,"y":713,"width":71,"height":10}},{"id":"7a8269f8-4a78-4c2c-804a-55d6bf17fd51","block_type":"box","text":"pro rata","page_number":73,"box":{"x":195,"y":714,"width":55,"height":11}},{"id":"50c7ce42-8058-42b5-be86-8bab0f01f3ad","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":73,"box":{"x":255,"y":713,"width":671,"height":12}},{"id":"edf17fe5-ace4-4478-b319-96ed989f0479","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":73,"box":{"x":59,"y":728,"width":823,"height":12}},{"id":"5426f7e5-0f12-4a76-8d2c-c65ab6d90e72","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":73,"box":{"x":59,"y":743,"width":797,"height":12}},{"id":"109249da-480f-40d6-b707-12df32fb3e94","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":73,"box":{"x":60,"y":758,"width":873,"height":13}},{"id":"9284aceb-867a-47d2-acb4-b597f4eabac6","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":73,"box":{"x":59,"y":773,"width":813,"height":13}},{"id":"8dff3f2f-1861-4360-9e72-8a54bda67e6e","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":73,"box":{"x":59,"y":788,"width":510,"height":13}},{"id":"070b1222-76b2-4300-a519-731c3f50a68e","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":73,"box":{"x":60,"y":815,"width":861,"height":12}},{"id":"d7726332-b924-4df7-9256-1c0bd380f1a5","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":73,"box":{"x":59,"y":830,"width":812,"height":12}},{"id":"b7ff1c7c-3f59-4c93-ad83-f56b66a7ad0c","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":73,"box":{"x":59,"y":845,"width":851,"height":13}},{"id":"bec26af1-a514-4e4a-bf71-9c7e422e7be1","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":73,"box":{"x":59,"y":860,"width":878,"height":13}},{"id":"6d7c41af-a84f-40b6-8bec-4db9899dee24","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":73,"box":{"x":59,"y":875,"width":860,"height":13}},{"id":"35d3e31e-3765-4640-9df3-91d91104be90","block_type":"box","text":"56","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"88d372e0-cb7e-4f7e-a4f5-c9acd78dc363","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":74,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"e97fd696-a876-4b28-833e-c05f7e17e1de","block_type":"box","text":"may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. If","page_number":74,"box":{"x":60,"y":82,"width":843,"height":12}},{"id":"fcf00ef9-bbd8-4093-93c9-c5f033333e54","block_type":"box","text":"purchases or sales of securities arise for consideration at or about the same time that would involve the Fund or other clients","page_number":74,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"4649c487-00dd-40c0-b34f-81ceff8f8506","block_type":"box","text":"or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made, insofar as","page_number":74,"box":{"x":59,"y":112,"width":877,"height":12}},{"id":"05a31ed7-6428-445a-89b4-6ac58131c135","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":74,"box":{"x":59,"y":127,"width":566,"height":12}},{"id":"444b60e1-727e-4b41-a6a1-3ada4578bdf3","block_type":"box","text":"In certain instances, BFA may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”","page_number":74,"box":{"x":60,"y":154,"width":830,"height":12}},{"id":"41b35742-b13d-4547-9576-cb21882d6047","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":74,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"25a9324f-f2a0-4e69-9667-45c4eecbd6ca","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":74,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"a25aa4b0-b5c4-4810-80fc-cf4dd4f771fe","block_type":"box","text":"bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a","page_number":74,"box":{"x":60,"y":199,"width":871,"height":12}},{"id":"25787bc5-a542-4fab-8340-3a5ff6ccaa7f","block_type":"box","text":"more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared","page_number":74,"box":{"x":60,"y":214,"width":843,"height":12}},{"id":"fd90138c-294f-4bfe-a560-b9da8ecc1d39","block_type":"box","text":"pro","page_number":74,"box":{"x":907,"y":217,"width":24,"height":9}},{"id":"d6c3a94e-1182-4691-9802-323a44ed0fae","block_type":"box","text":"rata","page_number":74,"box":{"x":59,"y":230,"width":28,"height":9}},{"id":"48d0b96e-d7eb-4b52-9075-1a24161eb7eb","block_type":"box","text":"among the clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is","page_number":74,"box":{"x":92,"y":229,"width":837,"height":12}},{"id":"02ff2ab0-ce5b-4830-a3be-1d4281bcf628","block_type":"box","text":"filled at several different prices through multiple trades, all accounts participating in the order will receive the average price","page_number":74,"box":{"x":59,"y":244,"width":857,"height":13}},{"id":"dddc5cd2-ba87-4768-a60f-1122142f5050","block_type":"box","text":"(except in the case of certain international markets where average pricing is not permitted). While in some cases this practice","page_number":74,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"9706e6de-542f-4493-822f-67a94c8097fa","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it could","page_number":74,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"47340c0e-c7ac-4e08-b4ee-7fde29fd74cf","block_type":"box","text":"be beneficial to the Fund. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients during","page_number":74,"box":{"x":60,"y":290,"width":868,"height":12}},{"id":"b8aee115-6c35-43f9-ba74-deeb41a3e6a7","block_type":"box","text":"the same period may increase the demand for securities being purchased or the supply of securities being sold, causing an","page_number":74,"box":{"x":59,"y":305,"width":859,"height":12}},{"id":"12188018-bec7-44b2-bc60-1f63e8d8bafb","block_type":"box","text":"adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified as being able","page_number":74,"box":{"x":59,"y":320,"width":878,"height":12}},{"id":"24161cb4-9246-40b6-96e3-da554d0e8f5f","block_type":"box","text":"to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a reasonable amount","page_number":74,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"87bcf3c7-8674-4e2b-b716-d331cfb5c9a4","block_type":"box","text":"of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order.","page_number":74,"box":{"x":59,"y":350,"width":758,"height":12}},{"id":"caec6bee-aee5-4f7b-80e7-dc8676d619a2","block_type":"box","text":"The table below sets forth the brokerage commissions paid by the Fund for the fiscal years noted. Any differences in","page_number":74,"box":{"x":59,"y":377,"width":811,"height":12}},{"id":"451d3a17-adcf-45c2-b5ab-f3bd06031160","block_type":"box","text":"brokerage commissions paid by the Fund from year to year are principally due to increases or decreases in the Fund’s assets","page_number":74,"box":{"x":60,"y":392,"width":866,"height":12}},{"id":"ba57d5c1-1245-4b0d-bb04-fe90a6cfa32e","block_type":"box","text":"over those periods or changes to the allocation of equities and derivatives in the Fund’s portfolio:","page_number":74,"box":{"x":59,"y":407,"width":678,"height":12}},{"id":"0b87c55d-fe48-486a-b280-0fc2a0c74046","block_type":"box","text":"Brokerage","page_number":74,"box":{"x":292,"y":439,"width":58,"height":10}},{"id":"a165fead-6f61-41e8-ab3c-387af4f4d9d7","block_type":"box","text":"Commissions","page_number":74,"box":{"x":291,"y":449,"width":77,"height":8}},{"id":"10cfb93f-846e-427d-ba87-6a7b12e6f13d","block_type":"box","text":"Paid 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During","page_number":74,"box":{"x":611,"y":459,"width":66,"height":10}},{"id":"ca64de66-4a78-4e9e-baa2-923ca57f8837","block_type":"box","text":"Fiscal Year","page_number":74,"box":{"x":614,"y":469,"width":60,"height":8}},{"id":"a07962e1-8096-4b91-a9fc-24f834eba813","block_type":"box","text":"Ended October 31,","page_number":74,"box":{"x":591,"y":479,"width":106,"height":9}},{"id":"823a9f90-e27c-4ec0-b3b3-dd77ebc33f5d","block_type":"box","text":"2023","page_number":74,"box":{"x":630,"y":490,"width":27,"height":7}},{"id":"c917d0e4-d621-4040-8f55-c54706674fd8","block_type":"box","text":"$6,876 $8,781 $1,331","page_number":74,"box":{"x":292,"y":511,"width":372,"height":12}},{"id":"d801d9b1-5899-44d5-a672-8f0ef4a72b1c","block_type":"box","text":"The Fund did not pay any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of the","page_number":74,"box":{"x":59,"y":544,"width":869,"height":12}},{"id":"ea85d2cc-2bfe-4b2a-9b74-194909feeee8","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":74,"box":{"x":60,"y":559,"width":546,"height":13}},{"id":"9a0d6444-a503-42c7-bbe2-bbe367dea4b4","block_type":"box","text":"The following table sets forth the names of the Fund’s “regular broker dealers,” as defined under Rule 10b-1 of the 1940 Act,","page_number":74,"box":{"x":59,"y":586,"width":871,"height":12}},{"id":"d55397c0-b765-4417-be5e-c2822b171fe7","block_type":"box","text":"which derive more than 15% of their gross revenues from securities-related activities and in which the Fund invests, together","page_number":74,"box":{"x":59,"y":601,"width":876,"height":12}},{"id":"d9f454d7-7a72-4f93-ae4f-b7d5775db920","block_type":"box","text":"with the market value of each investment as of the Fund’s fiscal year ended October 31, 2025:","page_number":74,"box":{"x":59,"y":616,"width":656,"height":12}},{"id":"1f6227b5-0609-4919-998a-76fa65b7177a","block_type":"box","text":"Issuer","page_number":74,"box":{"x":297,"y":656,"width":34,"height":7}},{"id":"b9b2462d-0d59-4ad2-8a7b-a0b08c4b28b8","block_type":"box","text":"Market Value of","page_number":74,"box":{"x":610,"y":646,"width":92,"height":7}},{"id":"8bd41722-3abe-4db3-b8c5-edaf7b20f795","block_type":"box","text":"Investment","page_number":74,"box":{"x":624,"y":656,"width":63,"height":7}},{"id":"fc0c3dba-b6db-45d6-9003-ed5cb4cdff21","block_type":"box","text":"Citigroup, Inc. $250,110","page_number":74,"box":{"x":297,"y":678,"width":388,"height":12}},{"id":"24ac8266-95fe-43d8-b234-ebea4590b4cd","block_type":"box","text":"The Fund’s purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":74,"box":{"x":59,"y":710,"width":855,"height":13}},{"id":"7999bed6-5c55-458b-ad96-16380423bd56","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Fund and one or more other","page_number":74,"box":{"x":59,"y":726,"width":867,"height":12}},{"id":"6a139ff4-5332-4b86-9bfa-0f3c7ce203d6","block_type":"box","text":"accounts managed or advised by BlackRock are considered at or about the same time, transactions in such securities are","page_number":74,"box":{"x":59,"y":741,"width":846,"height":12}},{"id":"68cf397c-1ce6-41e1-9c52-65afc84130df","block_type":"box","text":"allocated among the Fund and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this","page_number":74,"box":{"x":59,"y":756,"width":844,"height":12}},{"id":"e2e7a37b-ccb3-4a5e-8979-ac43f1392acf","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in","page_number":74,"box":{"x":59,"y":771,"width":870,"height":12}},{"id":"a4128441-96b2-46b0-8c98-f05b5d859f23","block_type":"box","text":"other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be","page_number":74,"box":{"x":59,"y":786,"width":876,"height":12}},{"id":"6bca6052-fd37-490b-9260-c425d67d5abd","block_type":"box","text":"beneficial to the Fund. BlackRock may deal, trade and invest for its own account in the types of securities in which the Fund","page_number":74,"box":{"x":60,"y":801,"width":863,"height":12}},{"id":"d613e659-946e-460f-8690-802b89b12f8c","block_type":"box","text":"may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or","page_number":74,"box":{"x":60,"y":816,"width":839,"height":13}},{"id":"baa928bf-405d-4ba0-ba36-697e7856b8c4","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":74,"box":{"x":59,"y":831,"width":856,"height":13}},{"id":"b2afc812-b365-4858-80c4-de38d3bf5a13","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":74,"box":{"x":59,"y":846,"width":868,"height":13}},{"id":"ccadc117-ee1f-45b7-b620-7f8a17bea0c1","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":74,"box":{"x":59,"y":862,"width":844,"height":12}},{"id":"2ba30072-ec6b-4558-a428-d56d6c970563","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":74,"box":{"x":59,"y":877,"width":529,"height":12}},{"id":"3824747d-083d-4bd3-a7d3-fe41ec142c09","block_type":"box","text":"57","page_number":74,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d2155911-5765-4e42-bf77-97eb2b74275a","block_type":"box","text":"Portfolio turnover may vary from year to year, as well as within a year. High turnover rates may result in comparatively greater","page_number":75,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"cfb5dcc1-40d7-4135-a6b7-ac58d846b41d","block_type":"box","text":"brokerage expenses. The table below sets forth the portfolio turnover rates of the Fund for the fiscal years noted:","page_number":75,"box":{"x":60,"y":82,"width":787,"height":12}},{"id":"3d3f703b-2c1b-46cb-b2f7-00e130387d47","block_type":"box","text":"Fiscal Year ended Oct. 31, 2025 Fiscal Year ended Oct. 31, 2024","page_number":75,"box":{"x":320,"y":111,"width":397,"height":10}},{"id":"54d8ad2f-4d89-4ebb-bf83-6d64a3988183","block_type":"box","text":"0% 0%","page_number":75,"box":{"x":398,"y":134,"width":241,"height":9}},{"id":"ba341813-b790-4769-b657-372abfa99961","block_type":"box","text":"Additional Information Concerning the Trust","page_number":75,"box":{"x":59,"y":170,"width":749,"height":30}},{"id":"3433473f-e453-43ba-a554-a402f17b8802","block_type":"box","text":"Shares.","page_number":75,"box":{"x":59,"y":211,"width":52,"height":10}},{"id":"f1b0d3c1-66c2-4faf-88f2-d169cd429915","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":75,"box":{"x":119,"y":211,"width":790,"height":13}},{"id":"747b1657-e79a-4126-890e-4d3600c5968c","block_type":"box","text":"iShares funds.","page_number":75,"box":{"x":60,"y":227,"width":96,"height":9}},{"id":"11e9b975-56a2-4dbc-90e1-8b7e28b6d2a6","block_type":"box","text":"Each share issued by a fund has a","page_number":75,"box":{"x":60,"y":253,"width":233,"height":12}},{"id":"6cd0a5ed-2e6f-4498-838b-1840ee9ebe27","block_type":"box","text":"pro rata","page_number":75,"box":{"x":298,"y":254,"width":55,"height":11}},{"id":"90dfaadf-1bf4-457e-a777-1b0fd5b043cd","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":75,"box":{"x":359,"y":253,"width":506,"height":12}},{"id":"69b31f40-d345-4dc0-b217-c73cbba63f17","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":75,"box":{"x":59,"y":268,"width":843,"height":13}},{"id":"8be7f1af-17dc-4a43-9ef5-479c6e7e32a1","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":75,"box":{"x":59,"y":283,"width":836,"height":13}},{"id":"995c4452-e300-4444-96c1-d515c7f77b9c","block_type":"box","text":"liquidation.","page_number":75,"box":{"x":60,"y":298,"width":76,"height":13}},{"id":"0c98c21d-224a-48e6-ad48-c9131a3b2ee3","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":75,"box":{"x":60,"y":325,"width":858,"height":12}},{"id":"1bfa6575-50d1-42f0-a95e-9caa34a04191","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":75,"box":{"x":59,"y":340,"width":821,"height":12}},{"id":"d57faf86-603f-4886-8d1e-c0c5b9c182de","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":75,"box":{"x":59,"y":355,"width":863,"height":12}},{"id":"ca17341d-4960-4812-a619-3fc559491eab","block_type":"box","text":"one fund.","page_number":75,"box":{"x":59,"y":370,"width":66,"height":10}},{"id":"9cd00a41-df60-48eb-948f-5c78312432c4","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":75,"box":{"x":60,"y":397,"width":861,"height":12}},{"id":"bd1f2212-0b92-458c-97ff-33c73247ecd3","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":75,"box":{"x":61,"y":412,"width":856,"height":12}},{"id":"e118b409-d0bb-495b-80f0-1bd8b40ae570","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":75,"box":{"x":59,"y":427,"width":841,"height":12}},{"id":"31828c85-8130-4948-8e8b-c279fcfd5c88","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":75,"box":{"x":60,"y":442,"width":562,"height":12}},{"id":"dfb11aa0-3300-4751-89a9-0a205ff9908a","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":75,"box":{"x":60,"y":468,"width":837,"height":13}},{"id":"5ecfcd63-ae4f-4db8-8002-9709a5ce73de","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":75,"box":{"x":59,"y":484,"width":874,"height":12}},{"id":"be604529-fa54-4361-8ba5-26372aa2b35e","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":75,"box":{"x":59,"y":499,"width":862,"height":12}},{"id":"d04d66f3-dfe8-4054-a524-95f5d2c793db","block_type":"box","text":"Shareholders may make inquiries by writing to iShares U.S. ETF Trust, c/o BlackRock Investments, LLC, 1 University Square","page_number":75,"box":{"x":59,"y":525,"width":857,"height":13}},{"id":"734f8bfd-0740-4f38-8ecb-cfd38234c78a","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":75,"box":{"x":60,"y":541,"width":185,"height":11}},{"id":"03d3045f-c59e-430c-9794-aad9fec9ab01","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":75,"box":{"x":59,"y":567,"width":872,"height":12}},{"id":"5bdca21e-4302-45f9-bba1-4856e5adb09c","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":75,"box":{"x":59,"y":582,"width":875,"height":12}},{"id":"fbc455be-d7af-4a6a-b3f8-1212fbb54638","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":75,"box":{"x":59,"y":597,"width":876,"height":12}},{"id":"2811f435-141a-4b01-b5a8-e81fb55039c9","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":75,"box":{"x":59,"y":612,"width":866,"height":12}},{"id":"72a8ce2c-4f18-4fdc-8642-2be5ac9931f1","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":75,"box":{"x":59,"y":627,"width":865,"height":13}},{"id":"5bd2f2ac-fda5-4561-8bfc-40b112492498","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":75,"box":{"x":59,"y":642,"width":838,"height":13}},{"id":"f1bbaa9a-151d-44e7-af1c-46a47495b35f","block_type":"box","text":"guidance provided by the SEC staff.","page_number":75,"box":{"x":59,"y":657,"width":245,"height":13}},{"id":"1712850b-9b1b-484b-8ada-1fd4990599f1","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":75,"box":{"x":60,"y":684,"width":830,"height":12}},{"id":"220cf998-9e46-44fa-a867-a8cd9d9b9136","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":75,"box":{"x":59,"y":699,"width":843,"height":12}},{"id":"c24464e3-2663-47fe-b2a0-83b40a8360fb","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":75,"box":{"x":60,"y":714,"width":878,"height":13}},{"id":"ba1db8ac-098c-41a0-958c-5101908c33fb","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":75,"box":{"x":59,"y":729,"width":838,"height":13}},{"id":"9522a854-26ae-485a-87d6-9fb65d31f639","block_type":"box","text":"Board, or the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on termination;","page_number":75,"box":{"x":60,"y":744,"width":836,"height":13}},{"id":"d5c5dbd6-9a57-482f-a73e-c49ed92ab5c7","block_type":"box","text":"however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is required.","page_number":75,"box":{"x":60,"y":760,"width":813,"height":12}},{"id":"610d4c6a-52ab-49fd-ad1a-eec68109d5d5","block_type":"box","text":"Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of Trust","page_number":75,"box":{"x":59,"y":775,"width":853,"height":12}},{"id":"7b514f25-2bad-447f-9822-2ecdb7487729","block_type":"box","text":"provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in the","page_number":75,"box":{"x":59,"y":790,"width":849,"height":12}},{"id":"ec370266-e26a-47e9-a953-5670be14a7c2","block_type":"box","text":"event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":75,"box":{"x":59,"y":805,"width":838,"height":12}},{"id":"3a2f624f-a209-4abf-b70f-ccac2e721566","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":75,"box":{"x":60,"y":820,"width":878,"height":12}},{"id":"3959beba-ca15-4b3f-bea2-d86fb6e5b347","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":75,"box":{"x":59,"y":835,"width":877,"height":12}},{"id":"83d233c3-290e-48a5-9fa5-3a9f7a5ec747","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":75,"box":{"x":59,"y":850,"width":878,"height":13}},{"id":"d5b3c432-6921-42f3-81f5-03f26b8e44e3","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":75,"box":{"x":59,"y":865,"width":481,"height":13}},{"id":"4135af26-f231-4973-b5a7-2ded6dedc8d6","block_type":"box","text":"58","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"0e9618ae-4be9-4193-80cb-59128ae1e735","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":76,"box":{"x":60,"y":67,"width":375,"height":12}},{"id":"3e8a5819-d011-4e64-b82a-e1bb0829d009","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":76,"box":{"x":444,"y":67,"width":454,"height":12}},{"id":"48bd7587-de15-4361-b345-73199f96a833","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":76,"box":{"x":60,"y":82,"width":486,"height":12}},{"id":"582bb64f-22b8-47fc-9c53-80173dfbfa96","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":76,"box":{"x":60,"y":108,"width":836,"height":13}},{"id":"4defbe48-0695-4ef5-8e2a-c320e535b6c4","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":76,"box":{"x":60,"y":123,"width":790,"height":13}},{"id":"5e3a3034-2721-4cb2-bd02-8786d9ed09ee","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":76,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"5ba3bf59-4a9d-4932-8c3b-2f475d4d959e","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":76,"box":{"x":59,"y":154,"width":837,"height":12}},{"id":"007d3164-2de7-4e54-8b5f-d569df596dee","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":76,"box":{"x":59,"y":169,"width":865,"height":12}},{"id":"590d2d27-e252-4b4d-b759-837019b6fe53","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":76,"box":{"x":59,"y":184,"width":847,"height":12}},{"id":"5efb95d7-f7eb-4a85-906e-2922a35d8970","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":76,"box":{"x":59,"y":199,"width":833,"height":12}},{"id":"a198e790-cef8-430a-b8e8-353f99ea06a3","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":76,"box":{"x":60,"y":214,"width":439,"height":12}},{"id":"dfd0290f-35ab-414c-9918-a276fccf9022","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":76,"box":{"x":60,"y":240,"width":872,"height":13}},{"id":"ace0f08c-dd2a-48f5-94ca-9551a8a7b3ca","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":76,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"b9d66738-7367-4908-aff5-c96619f4e73f","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":76,"box":{"x":60,"y":271,"width":824,"height":12}},{"id":"1e11c27f-1733-46ef-ad3c-e26195290257","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":76,"box":{"x":60,"y":286,"width":822,"height":12}},{"id":"1f3b22c3-82b6-4b4f-8c6d-0b7d0bb9073f","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":76,"box":{"x":60,"y":301,"width":848,"height":12}},{"id":"095923d1-14fb-4f87-8355-2b85121aac76","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":76,"box":{"x":60,"y":316,"width":876,"height":12}},{"id":"a9189b3e-0d30-4a5e-955f-3d66aa98e3e7","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":76,"box":{"x":59,"y":331,"width":872,"height":13}},{"id":"976eef55-75eb-4e79-a1b7-6f7c58ec1bc7","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":76,"box":{"x":60,"y":346,"width":426,"height":13}},{"id":"3eae245f-c940-4890-8d68-e87b97cc476a","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":76,"box":{"x":59,"y":373,"width":874,"height":12}},{"id":"a20bae5d-3884-49d1-8780-5927d41c5b0e","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":76,"box":{"x":60,"y":388,"width":869,"height":12}},{"id":"83059097-525d-4a80-85ab-e412c4b532a2","block_type":"box","text":"to be charged to the Trust a listing of the shares of the Fund held by each DTC Participant. The Trust shall inquire of each","page_number":76,"box":{"x":59,"y":403,"width":845,"height":12}},{"id":"9d607a63-c802-4c98-b604-a87eda1589b7","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":76,"box":{"x":59,"y":418,"width":808,"height":12}},{"id":"1cace668-c865-4fb7-9ba7-e81eeab6a108","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":76,"box":{"x":60,"y":433,"width":877,"height":13}},{"id":"d4f1eecc-2d40-4f15-9e0f-30badbba66c6","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":76,"box":{"x":60,"y":448,"width":803,"height":13}},{"id":"a1f29766-e88c-4d2b-93d6-3ed7cd346174","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":76,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"be9ff3ba-513b-4ba7-ac72-8a37f4006209","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":76,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"dca75fb2-b8a2-4f70-a31f-99cf616d2d88","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":76,"box":{"x":59,"y":494,"width":653,"height":12}},{"id":"0e22637f-d476-461a-8a65-0e7d694ab066","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":76,"box":{"x":59,"y":520,"width":878,"height":12}},{"id":"e25385f1-9622-4fe1-ab6f-dd0460b1a3ad","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":76,"box":{"x":60,"y":535,"width":846,"height":13}},{"id":"6ffeb776-02da-4c82-ada3-bbb4ffe0fdd1","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of the Fund as shown on the records of DTC or its","page_number":76,"box":{"x":59,"y":550,"width":847,"height":13}},{"id":"acb65638-46f5-4ca8-8ee4-46f0e8533cd6","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":76,"box":{"x":60,"y":566,"width":836,"height":12}},{"id":"e088c041-d42a-4a88-a369-454dc353762d","block_type":"box","text":"Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the","page_number":76,"box":{"x":60,"y":581,"width":876,"height":12}},{"id":"b709fc54-4390-4825-818c-0302997d0c01","block_type":"box","text":"accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.","page_number":76,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"9924a9eb-5e7a-4842-a2c5-5b3a4b5c3804","block_type":"box","text":"The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or","page_number":76,"box":{"x":59,"y":622,"width":813,"height":13}},{"id":"9d9d705c-7af6-4503-9d22-95cd51bbee99","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":76,"box":{"x":59,"y":637,"width":875,"height":13}},{"id":"dd9c0588-a57b-485c-b17a-4688244165ac","block_type":"box","text":"records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC","page_number":76,"box":{"x":60,"y":652,"width":866,"height":13}},{"id":"afae6af6-6c32-4571-9104-a726621e2c8c","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":76,"box":{"x":60,"y":668,"width":855,"height":12}},{"id":"f8958642-f48f-4113-8f63-f1ed5e309197","block_type":"box","text":"through such DTC Participants. DTC may decide to discontinue providing its service with respect to shares of the Trust at any","page_number":76,"box":{"x":59,"y":683,"width":876,"height":12}},{"id":"83e04707-b02b-47d6-9f84-66bf253c11d1","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":76,"box":{"x":59,"y":698,"width":855,"height":12}},{"id":"57501ef2-c00e-4323-88d0-600b82a5f672","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":76,"box":{"x":60,"y":713,"width":873,"height":12}},{"id":"64caf42f-c393-4fa1-8adc-27fa6299f24a","block_type":"box","text":"cost.","page_number":76,"box":{"x":59,"y":729,"width":32,"height":9}},{"id":"334feb7b-be8a-4bd9-9729-b01fff9c462c","block_type":"box","text":"Distribution of Shares.","page_number":76,"box":{"x":60,"y":754,"width":160,"height":10}},{"id":"d96826c2-f954-4a19-8b0e-6bcceb3b96f5","block_type":"box","text":"In connection with the Fund’s launch, the Fund was seeded through the sale of one or more Creation","page_number":76,"box":{"x":230,"y":754,"width":706,"height":13}},{"id":"2eebacb1-ca8c-430f-aa92-a01bb127cca1","block_type":"box","text":"Units by the Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized Participants,","page_number":76,"box":{"x":60,"y":770,"width":875,"height":12}},{"id":"4bd4afdd-d8fb-45f5-ba6a-41795bc978c9","block_type":"box","text":"a lead market maker or other third party investor or an affiliate of the Fund or the Fund’s adviser. Each such initial investor","page_number":76,"box":{"x":59,"y":785,"width":852,"height":12}},{"id":"f057581d-6874-4faa-a1fc-a5820ce10a42","block_type":"box","text":"may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration statement for the","page_number":76,"box":{"x":60,"y":800,"width":873,"height":12}},{"id":"8acade03-1fc0-4dce-9f0d-afa80cda0d92","block_type":"box","text":"Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to time after","page_number":76,"box":{"x":60,"y":815,"width":809,"height":12}},{"id":"471f3126-985a-4ba7-8ef1-5f298399c5fd","block_type":"box","text":"purchase. The Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these shares.","page_number":76,"box":{"x":59,"y":830,"width":807,"height":12}},{"id":"55c97804-9352-4a4c-9e5f-0ebfcf9fc7e8","block_type":"box","text":"Selling Shareholders may sell shares owned by them directly or through broker-dealers, in accordance with applicable law, on","page_number":76,"box":{"x":59,"y":857,"width":877,"height":12}},{"id":"38b2f59a-cce6-4d95-a81a-14a17a991555","block_type":"box","text":"any national securities exchange on which the shares may be listed or quoted at the time of sale, through trading systems, in","page_number":76,"box":{"x":59,"y":872,"width":873,"height":12}},{"id":"145be0bf-af5e-4d8d-ab90-0b44d93e65f6","block_type":"box","text":"the OTC market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the","page_number":76,"box":{"x":59,"y":887,"width":878,"height":12}},{"id":"d34ec92c-c98f-439c-8ae1-055ff692163d","block_type":"box","text":"59","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"309cca1c-660f-4785-ac26-26b0968db861","block_type":"box","text":"time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected through","page_number":77,"box":{"x":59,"y":67,"width":876,"height":12}},{"id":"1f53ca9c-6b5d-483a-94b8-0ff08359f881","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":77,"box":{"x":60,"y":82,"width":821,"height":12}},{"id":"4a5445c0-f254-4a3e-936a-0f474b1a3dce","block_type":"box","text":"through any other means authorized by applicable law. Selling Shareholders may redeem the shares held in Creation Unit size","page_number":77,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"8c8d9763-51bd-48a5-9c08-162b529144e4","block_type":"box","text":"by them through an Authorized Participant.","page_number":77,"box":{"x":60,"y":112,"width":302,"height":12}},{"id":"07ea2ad1-3b36-4aab-8b4f-42e1c8cfe0cf","block_type":"box","text":"Any Selling Shareholder and any broker-dealer or agents participating in the distribution of shares may be deemed to be","page_number":77,"box":{"x":59,"y":138,"width":840,"height":13}},{"id":"77efeaf8-ab25-4484-a26e-7f4691c7686b","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":77,"box":{"x":59,"y":154,"width":712,"height":12}},{"id":"6bdc8b28-0b1d-4247-b899-f6682f8ea031","block_type":"box","text":"Any Selling Shareholder and any other person participating in such distribution will be subject to applicable provisions of the","page_number":77,"box":{"x":59,"y":180,"width":871,"height":12}},{"id":"1138cbe6-b1cd-4d6f-8bcf-1d0bba557aef","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":77,"box":{"x":61,"y":195,"width":353,"height":12}},{"id":"9dd008f3-58a4-41f2-872d-2394322a37bd","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":77,"box":{"x":60,"y":226,"width":722,"height":29}},{"id":"ae6321b8-61cd-47d3-8c27-f9580e885db0","block_type":"box","text":"General.","page_number":77,"box":{"x":59,"y":267,"width":59,"height":10}},{"id":"9cb5e9da-8854-4e2f-b3fb-8da56187ed45","block_type":"box","text":"The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor or","page_number":77,"box":{"x":127,"y":267,"width":812,"height":12}},{"id":"4a1933ca-38b4-47a2-b620-91ec477854db","block_type":"box","text":"its agent, without a sales load, at a price based on the Fund’s NAV next determined after receipt, on any Business Day (as","page_number":77,"box":{"x":60,"y":282,"width":845,"height":12}},{"id":"cddd508a-93a6-4e43-bca5-874c73e25a16","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the Listing Exchange closes","page_number":77,"box":{"x":59,"y":297,"width":873,"height":13}},{"id":"ab852ddb-6e3b-49b0-94cc-9f2e6b1338cc","block_type":"box","text":"earlier than normal, the Fund may require orders to be placed earlier in the day. The following table sets forth the number of","page_number":77,"box":{"x":59,"y":312,"width":868,"height":13}},{"id":"221c2660-0437-439b-86ad-57a509ff6cee","block_type":"box","text":"shares of the Fund that constitute a Creation Unit for the Fund and the approximate value of such Creation Unit as of October","page_number":77,"box":{"x":59,"y":327,"width":880,"height":13}},{"id":"5276d528-14bb-4793-93ec-410a25843401","block_type":"box","text":"31, 2025:","page_number":77,"box":{"x":59,"y":343,"width":62,"height":11}},{"id":"6373bae8-f406-42cc-9505-e75fd4950f02","block_type":"box","text":"Shares Per","page_number":77,"box":{"x":409,"y":392,"width":61,"height":8}},{"id":"52522e56-864b-4e14-939c-75110aa1bc0b","block_type":"box","text":"Creation Unit","page_number":77,"box":{"x":402,"y":403,"width":76,"height":7}},{"id":"13f19bf6-4e70-4427-8f62-65460c254ed7","block_type":"box","text":"Approximate","page_number":77,"box":{"x":519,"y":373,"width":75,"height":9}},{"id":"846ce8e6-c8e3-4411-8df6-c369c51528bd","block_type":"box","text":"Value Per","page_number":77,"box":{"x":530,"y":382,"width":54,"height":8}},{"id":"b72c76d9-2fe4-4b59-bb8e-1f67a664c77b","block_type":"box","text":"Creation","page_number":77,"box":{"x":532,"y":393,"width":48,"height":7}},{"id":"29ed2786-797f-40a5-9dea-7241182f64d3","block_type":"box","text":"Unit (U.S.$)","page_number":77,"box":{"x":524,"y":402,"width":65,"height":10}},{"id":"a6ac3cf9-7594-4691-9f5e-e0b1e36d2f38","block_type":"box","text":"100,000 $2,796,939","page_number":77,"box":{"x":413,"y":425,"width":182,"height":11}},{"id":"e28e91c3-a343-420d-9634-7e81078eefd3","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of the Fund’s shares that constitute a","page_number":77,"box":{"x":60,"y":457,"width":820,"height":13}},{"id":"e971d5d2-0f25-4a3f-b32f-18e696024659","block_type":"box","text":"Creation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the","page_number":77,"box":{"x":59,"y":472,"width":852,"height":13}},{"id":"4f7f888c-7817-4127-aaa4-402409df1911","block_type":"box","text":"Fund, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per","page_number":77,"box":{"x":60,"y":487,"width":850,"height":13}},{"id":"bbdc3909-29b4-47b7-b228-5aa3857aeef5","block_type":"box","text":"share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the","page_number":77,"box":{"x":59,"y":503,"width":845,"height":12}},{"id":"c5e90166-52e4-4ea5-9ecd-faefb4881b00","block_type":"box","text":"Board.","page_number":77,"box":{"x":60,"y":518,"width":42,"height":9}},{"id":"d6d7fabd-929b-43d7-b1fb-29a69370c6dd","block_type":"box","text":"A “Business Day” with respect to the Fund is any day the Fund is open for business, including any day when it satisfies","page_number":77,"box":{"x":59,"y":544,"width":827,"height":12}},{"id":"e5d5aebb-4a32-4019-82a5-e9f87f6807c0","block_type":"box","text":"redemption requests as required by Section 22(e) of the 1940 Act. The Fund is open for business any day on which the","page_number":77,"box":{"x":60,"y":559,"width":830,"height":13}},{"id":"86202015-f948-43b7-a21f-b8bebd84eaf3","block_type":"box","text":"Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange","page_number":77,"box":{"x":60,"y":574,"width":866,"height":13}},{"id":"bea355ab-39ac-4817-89fd-a3f87aab2503","block_type":"box","text":"observes the following holidays, as observed: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday,","page_number":77,"box":{"x":59,"y":589,"width":821,"height":13}},{"id":"d52338b0-6fd7-48a7-a584-ca4231a26519","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":77,"box":{"x":59,"y":605,"width":669,"height":12}},{"id":"1c88252a-f487-4583-affc-45f769daab44","block_type":"box","text":"Fund Deposit.","page_number":77,"box":{"x":60,"y":631,"width":98,"height":12}},{"id":"b5a954a7-2d0e-4fb1-84dc-abd6c7e70bdf","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund is generally cash. However, in some cases the","page_number":77,"box":{"x":167,"y":631,"width":747,"height":12}},{"id":"7bce0271-ec21-4dde-872e-9635b25f3bcc","block_type":"box","text":"consideration consists of a designated portfolio of securities, assets or other positions (including any portion of such","page_number":77,"box":{"x":59,"y":646,"width":816,"height":12}},{"id":"e1cadfa5-d664-4931-a0b4-17dc28f36887","block_type":"box","text":"securities for which cash may be substituted) (“Deposit Securities” or “Creation Basket”) and the Cash Component","page_number":77,"box":{"x":59,"y":661,"width":805,"height":13}},{"id":"36dd6dad-8016-45a4-8c5a-55515dcd2480","block_type":"box","text":"computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,”","page_number":77,"box":{"x":59,"y":676,"width":841,"height":13}},{"id":"fae46504-f780-4de0-9542-fa65a0ad7bc9","block_type":"box","text":"which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a collective","page_number":77,"box":{"x":59,"y":691,"width":820,"height":13}},{"id":"dd893664-b954-45cd-bab5-d8fb677bd414","block_type":"box","text":"investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and subsequent","page_number":77,"box":{"x":60,"y":707,"width":864,"height":12}},{"id":"51638166-bb5c-4412-a925-aea29cca576d","block_type":"box","text":"investment amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments as described","page_number":77,"box":{"x":60,"y":722,"width":874,"height":12}},{"id":"fe2dc9dd-1056-4a88-b05a-718d82f13df0","block_type":"box","text":"below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made","page_number":77,"box":{"x":60,"y":737,"width":845,"height":12}},{"id":"30a27925-bfb2-4730-b98a-fa19802df59b","block_type":"box","text":"available.","page_number":77,"box":{"x":59,"y":752,"width":63,"height":10}},{"id":"9a79b645-520a-4abb-9c26-e1e03b27024f","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":77,"box":{"x":59,"y":778,"width":838,"height":13}},{"id":"4dcee200-084b-4607-856e-ecc5ba469836","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":77,"box":{"x":59,"y":794,"width":879,"height":12}},{"id":"4340d557-329a-4458-b531-5e000d200773","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":77,"box":{"x":59,"y":809,"width":878,"height":12}},{"id":"e077f389-d39a-471e-a0a9-41356b07beb3","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":77,"box":{"x":59,"y":824,"width":872,"height":12}},{"id":"4e9fd0ea-e2c7-4e98-9630-3a5555d578be","block_type":"box","text":"Participant purchasing a Creation Unit.","page_number":77,"box":{"x":60,"y":839,"width":269,"height":12}},{"id":"1feb1695-e876-496e-adb1-34fc76d5989a","block_type":"box","text":"The Fund’s current policy is to accept cash in substitution for the Deposit Securities it might otherwise accept as in-kind","page_number":77,"box":{"x":59,"y":865,"width":841,"height":13}},{"id":"9a37d16e-abe6-43b5-b53e-902cee8e6456","block_type":"box","text":"consideration for the purchase of Creation Units. The Fund may, at times, elect to receive Deposit Securities (","page_number":77,"box":{"x":59,"y":880,"width":761,"height":13}},{"id":"65c8a22f-bcdb-4c94-b962-891183fd4d6c","block_type":"box","text":"i.e.","page_number":77,"box":{"x":821,"y":881,"width":18,"height":9}},{"id":"09fca66e-5cec-45f7-85d0-7377f57c74f0","block_type":"box","text":", the in-kind","page_number":77,"box":{"x":841,"y":880,"width":83,"height":12}},{"id":"af42f53b-424b-4169-808e-c930ff6bee12","block_type":"box","text":"60","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"40c4002c-db89-4e80-95ce-1c477b8ba986","block_type":"box","text":"deposit of a designated portfolio of securities and other instruments) and a Cash Component as consideration for the","page_number":78,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"4ffe39ae-a137-46b7-a5e6-68ff0380c8f2","block_type":"box","text":"purchase of Creation Units. If the Fund elects to accept Deposit Securities, a purchaser’s delivery of the Deposit Securities","page_number":78,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"5470f88a-b032-4554-b5e9-34bd75653c0e","block_type":"box","text":"together with the Cash Component will constitute the “Fund Deposit,” which will represent the consideration for a Creation","page_number":78,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"6f44abe1-990d-429d-b7f0-f26705c9295a","block_type":"box","text":"Unit of the Fund. Please see the","page_number":78,"box":{"x":60,"y":112,"width":219,"height":10}},{"id":"99e54c4a-8ef7-4a0d-9297-0bec0a3ae89b","block_type":"box","text":"Cash Purchase Method","page_number":78,"box":{"x":284,"y":112,"width":163,"height":10}},{"id":"aed9796b-25ac-4b8a-9cb3-6515cdeadcea","block_type":"box","text":"section below and the following discussion summarizing the Deposit","page_number":78,"box":{"x":451,"y":112,"width":481,"height":12}},{"id":"af252808-5896-4560-918f-0d5fe29f351c","block_type":"box","text":"Security method for further information on purchasing Creation Units of the Fund.","page_number":78,"box":{"x":59,"y":127,"width":576,"height":12}},{"id":"e5da7c01-852b-49e3-9cb7-2c5151719bd9","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of the Fund’s","page_number":78,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"55f3fb4a-bdb6-483e-a591-1c6d64e2d9c0","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":78,"box":{"x":59,"y":169,"width":860,"height":12}},{"id":"1b866cc1-61f1-47d2-82a7-c5a047e429a0","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":78,"box":{"x":59,"y":184,"width":875,"height":12}},{"id":"b73ff6b9-a237-4ac2-94c2-1a58fe80a8f7","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":78,"box":{"x":59,"y":199,"width":670,"height":12}},{"id":"c0749e01-d4d0-455c-a9c4-31f56ac78aa1","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":78,"box":{"x":59,"y":225,"width":876,"height":13}},{"id":"13302f92-de7c-4efe-9c3e-f08ea40d77c5","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":78,"box":{"x":59,"y":240,"width":824,"height":13}},{"id":"6647fa1e-4e5b-4600-912e-d811785f3c2a","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":78,"box":{"x":59,"y":256,"width":870,"height":12}},{"id":"2121a5f1-ecea-4715-af8f-2e3ef4dee6bb","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":78,"box":{"x":59,"y":271,"width":691,"height":12}},{"id":"b31ba8b7-7f60-40b8-a0cd-5fe15c873f94","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":78,"box":{"x":60,"y":297,"width":879,"height":13}},{"id":"aa917f6a-64ed-449c-96da-9c3478d9eac0","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":78,"box":{"x":60,"y":312,"width":294,"height":13}},{"id":"fd2a9a88-b0b3-4b09-bb97-ace08e788b06","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":78,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"14ef4835-b76b-4972-83ef-76398245a0c9","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":78,"box":{"x":60,"y":354,"width":869,"height":12}},{"id":"6d0668f3-5953-48b0-9a43-d9f11923a1e2","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":78,"box":{"x":60,"y":369,"width":822,"height":12}},{"id":"0136cf37-4a1c-4c40-9f2c-865f7baad9b4","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":78,"box":{"x":60,"y":384,"width":873,"height":12}},{"id":"24b66e9f-453d-4d97-843c-624178877221","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":78,"box":{"x":59,"y":399,"width":847,"height":13}},{"id":"3943dbf4-dc70-454a-b554-8fdbc2374fc6","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":78,"box":{"x":60,"y":414,"width":858,"height":13}},{"id":"9e27980f-6347-4275-9389-22076a4a035c","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by the Fund; or (vi) in certain other situations.","page_number":78,"box":{"x":60,"y":429,"width":759,"height":13}},{"id":"267ae70c-7939-4804-93fb-c32ae4055beb","block_type":"box","text":"Cash Purchase Method.","page_number":78,"box":{"x":59,"y":456,"width":170,"height":10}},{"id":"72074603-2faf-4860-a605-e3d967c201b7","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":78,"box":{"x":238,"y":456,"width":683,"height":12}},{"id":"894c1400-3dda-4138-90fc-b9826fab323a","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Fund are generally","page_number":78,"box":{"x":59,"y":471,"width":879,"height":12}},{"id":"3c0802b2-b6fc-4edb-aa3f-7757cc781f4d","block_type":"box","text":"offered solely for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a","page_number":78,"box":{"x":59,"y":486,"width":846,"height":12}},{"id":"f7602274-b912-4569-aafb-52cbf6944b62","block_type":"box","text":"partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would","page_number":78,"box":{"x":59,"y":501,"width":830,"height":13}},{"id":"2bff5eb8-b944-423b-b6aa-a1a5d05778fa","block_type":"box","text":"otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in","page_number":78,"box":{"x":59,"y":516,"width":865,"height":13}},{"id":"d51a250b-f887-41bd-8aaa-3f30d0b03176","block_type":"box","text":"kind purchaser.","page_number":78,"box":{"x":60,"y":531,"width":105,"height":13}},{"id":"1e3205ac-d984-48bf-8910-55aae0d486a5","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":78,"box":{"x":60,"y":558,"width":300,"height":10}},{"id":"712857be-6b45-4c3d-b5ab-6c7b98805a3b","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":78,"box":{"x":369,"y":558,"width":567,"height":12}},{"id":"ab8732ab-698c-4dbd-af68-3de9a20395ba","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":78,"box":{"x":59,"y":573,"width":377,"height":12}},{"id":"c19c1cea-7cde-483b-b826-ff8a96269f4b","block_type":"box","text":"i.e","page_number":78,"box":{"x":441,"y":574,"width":15,"height":9}},{"id":"79621a9a-bf05-4a49-ab9d-e17545fe59aa","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":78,"box":{"x":457,"y":573,"width":480,"height":12}},{"id":"6095800f-84c5-480c-a944-7b221baaf6ed","block_type":"box","text":"the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the","page_number":78,"box":{"x":59,"y":588,"width":848,"height":13}},{"id":"bdbe1993-7a2b-4917-9813-1335a4b29b31","block_type":"box","text":"SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations and","page_number":78,"box":{"x":59,"y":603,"width":832,"height":13}},{"id":"7ac06686-0a9b-4a60-a683-06cff9563380","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":78,"box":{"x":60,"y":618,"width":820,"height":13}},{"id":"545d42af-c7ca-4796-9ea6-a4c37e376d92","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Fund or one of its service providers that","page_number":78,"box":{"x":59,"y":634,"width":844,"height":12}},{"id":"a1681e17-4cf9-4815-b772-eccd600f5c0a","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":78,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"cc9b0499-142b-4f79-8fc7-266f7f52041b","block_type":"box","text":"“Authorized Participant.” All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede","page_number":78,"box":{"x":59,"y":664,"width":867,"height":12}},{"id":"2d878bd9-e6cc-416c-939a-21d88cb42fbb","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":78,"box":{"x":59,"y":679,"width":295,"height":12}},{"id":"6d3ac544-dae9-46ca-a860-282e3d731a93","block_type":"box","text":"Role of the Authorized Participant.","page_number":78,"box":{"x":60,"y":705,"width":247,"height":13}},{"id":"942bcebb-8196-42b2-a1d4-81472ab9d098","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":78,"box":{"x":316,"y":705,"width":571,"height":13}},{"id":"4d9590e6-84bc-4214-808a-d6941d3dbf9a","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that","page_number":78,"box":{"x":59,"y":720,"width":848,"height":13}},{"id":"fde39163-5b5c-400f-b540-fc4883685888","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":78,"box":{"x":59,"y":736,"width":823,"height":12}},{"id":"e13a986c-44cf-4f89-a7cd-acf14b163fd7","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":78,"box":{"x":60,"y":751,"width":875,"height":12}},{"id":"b82eecdf-ad46-4c7e-aef9-fd141e6301c3","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":78,"box":{"x":60,"y":766,"width":876,"height":12}},{"id":"02e07bf4-088e-4220-89dd-c7f08188d906","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":78,"box":{"x":60,"y":781,"width":848,"height":12}},{"id":"90fae3e4-146c-4851-88bd-a21b713a3e23","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":78,"box":{"x":60,"y":796,"width":854,"height":12}},{"id":"3c8fbe80-f203-41d9-a044-d7f102996655","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":78,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"cc6b1780-f40b-4177-8a74-ff7571287e08","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":78,"box":{"x":59,"y":826,"width":843,"height":13}},{"id":"c30c5ebd-35f5-4bcb-bed6-2806c70196d9","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":78,"box":{"x":60,"y":841,"width":878,"height":13}},{"id":"61ce6278-7d75-4031-8bb8-c4f9ba1543b7","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":78,"box":{"x":59,"y":857,"width":800,"height":12}},{"id":"2357e3ba-4162-47d0-aa05-8c1b7adc6707","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":78,"box":{"x":60,"y":872,"width":870,"height":12}},{"id":"495e7074-be06-4422-ac7c-8929806204f5","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":78,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"db30de66-b662-48fc-a440-c22c7a52862d","block_type":"box","text":"61","page_number":78,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"8c22f1c2-8ac5-450c-a84e-08a4c8200a7d","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":79,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"a9b7dd1b-7a3c-488f-8979-aa270acb1321","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":79,"box":{"x":59,"y":82,"width":819,"height":12}},{"id":"33e77004-8ee0-4afb-934d-42cf64dea3c7","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":79,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"8f096dbc-3336-42a1-905a-5ab4ddde319c","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":79,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"9f957aa8-06ad-4fa9-a72e-f568bbd64638","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":79,"box":{"x":59,"y":127,"width":872,"height":12}},{"id":"fdecd5ae-6475-4ccb-bce1-44b332b05c62","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":79,"box":{"x":60,"y":142,"width":820,"height":13}},{"id":"45556006-946e-4c7d-8709-1888b28cf5f3","block_type":"box","text":"Participant Agreement.","page_number":79,"box":{"x":60,"y":158,"width":160,"height":12}},{"id":"8050106d-b613-4f0a-8d28-900740e197e6","block_type":"box","text":"Purchase Orders.","page_number":79,"box":{"x":60,"y":184,"width":122,"height":10}},{"id":"075e4841-a138-4dad-ba22-654908804f66","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":79,"box":{"x":195,"y":184,"width":708,"height":12}},{"id":"c07be29b-6004-4c48-8465-2d88ee53931b","block_type":"box","text":"agent an irrevocable order to purchase shares of the Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":79,"box":{"x":59,"y":199,"width":852,"height":12}},{"id":"1c852c89-8bab-43d5-979d-ef95b0a6c2aa","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":79,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"50299cda-a564-49f6-986a-cd011d0fa969","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":79,"box":{"x":59,"y":229,"width":868,"height":12}},{"id":"f6f1d410-f02b-49df-bf82-01bad11b5342","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":79,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"85e633a1-6267-407f-abb9-31bb8c665ca1","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":79,"box":{"x":59,"y":259,"width":861,"height":13}},{"id":"be3dfacd-f366-43a6-9801-c279e7f42224","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":79,"box":{"x":60,"y":274,"width":841,"height":13}},{"id":"74a781bc-2d13-420d-8f2c-4d4a1cde4cc3","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":79,"box":{"x":60,"y":290,"width":878,"height":12}},{"id":"7b0759af-00f5-4439-995d-3afa21819475","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":79,"box":{"x":59,"y":305,"width":854,"height":12}},{"id":"d61d680a-81d1-4e3f-bbfb-4e9fd061d32e","block_type":"box","text":"such Business Day.","page_number":79,"box":{"x":59,"y":320,"width":131,"height":12}},{"id":"6ddd3d1f-4295-43e0-a4ed-850887a02e54","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":79,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"63b48653-2fde-435e-a7b1-f670e302398c","block_type":"box","text":"the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next","page_number":79,"box":{"x":59,"y":361,"width":860,"height":13}},{"id":"b122e242-585e-4728-9c73-de49fde30a6b","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":79,"box":{"x":59,"y":377,"width":851,"height":12}},{"id":"74f4fd74-311c-49b3-9ef6-06ea73d41918","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":79,"box":{"x":59,"y":392,"width":864,"height":12}},{"id":"7e3f3a7a-d2d7-46d2-83c2-017b7137ab96","block_type":"box","text":"institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff","page_number":79,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"7657af40-b2a1-4472-af2d-8749de831ff1","block_type":"box","text":"Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed","page_number":79,"box":{"x":59,"y":422,"width":878,"height":12}},{"id":"013a817a-1bf3-48a1-b957-4bfeae114717","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":79,"box":{"x":59,"y":437,"width":582,"height":12}},{"id":"1b0434f1-bf58-4cb7-8408-17028059b8ab","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable","page_number":79,"box":{"x":59,"y":463,"width":857,"height":13}},{"id":"7a18a75b-4716-4696-810a-1d98304f5435","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":79,"box":{"x":59,"y":479,"width":379,"height":12}},{"id":"2ff37bdf-7066-45a0-93b5-1d6feddecf61","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":79,"box":{"x":58,"y":505,"width":305,"height":12}},{"id":"e9ef458b-096b-4d63-a250-e83e687baa92","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":79,"box":{"x":372,"y":505,"width":554,"height":12}},{"id":"47676bd5-c648-4201-ac09-1290e4e71f90","block_type":"box","text":"of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":79,"box":{"x":59,"y":520,"width":865,"height":12}},{"id":"6769b5dd-acaa-4e98-81d6-bcddb29675c1","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Fund to the Distributor or its agent pursuant to","page_number":79,"box":{"x":60,"y":535,"width":870,"height":13}},{"id":"03ed6f2d-bc61-4a08-9808-453c0eb4e238","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":79,"box":{"x":59,"y":550,"width":860,"height":13}},{"id":"0df14db2-c903-41df-85d9-d42edfb7495a","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":79,"box":{"x":59,"y":566,"width":876,"height":12}},{"id":"774e5243-067f-499d-a7a2-ccf598d4587b","block_type":"box","text":"to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":79,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"e5f3ee3f-8aa1-4a99-b6d0-237985342ebe","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. The Fund’s deadline","page_number":79,"box":{"x":59,"y":596,"width":845,"height":12}},{"id":"bebedc77-d24a-4a86-ad02-9503431ce65d","block_type":"box","text":"specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":79,"box":{"x":59,"y":611,"width":870,"height":12}},{"id":"7c572cab-45ff-4cca-998f-b84f4241d4b5","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":79,"box":{"x":60,"y":626,"width":849,"height":12}},{"id":"8a1a216d-4f53-47fa-8036-cc9b4f44613c","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":79,"box":{"x":59,"y":641,"width":869,"height":12}},{"id":"ce35a8d9-07dd-4a7c-a8f2-cab9147f79cf","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":79,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"52d029bb-f8eb-40a0-bee8-f8a9ed4a8b12","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with the","page_number":79,"box":{"x":59,"y":671,"width":852,"height":13}},{"id":"595d968d-d3b5-4797-9e63-4f65cbf0a5bf","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":79,"box":{"x":60,"y":686,"width":690,"height":13}},{"id":"e574ec73-484d-48e5-824d-32f2f254c4f6","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":79,"box":{"x":59,"y":713,"width":293,"height":12}},{"id":"a4bc1750-18e3-4084-afe6-083c9a28696d","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":79,"box":{"x":365,"y":713,"width":506,"height":12}},{"id":"1bee4b9b-daa4-437d-b698-ac0864b28ad3","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":79,"box":{"x":59,"y":728,"width":872,"height":12}},{"id":"dd3eb175-d027-4693-8af2-82195e80f41d","block_type":"box","text":"the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, the Fund will","page_number":79,"box":{"x":59,"y":743,"width":843,"height":12}},{"id":"d2f68a0b-45bf-4f65-afbb-1f598f45c708","block_type":"box","text":"accept the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as","page_number":79,"box":{"x":59,"y":758,"width":874,"height":13}},{"id":"96849b1d-9d6d-40ba-a4ae-eaf1196516b1","block_type":"box","text":"set forth below.","page_number":79,"box":{"x":59,"y":773,"width":107,"height":10}},{"id":"4fe3fb96-4942-44f5-8f52-29bb0753c9c1","block_type":"box","text":"Once the Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":79,"box":{"x":59,"y":800,"width":831,"height":12}},{"id":"101bcdfe-2146-4c8f-9223-f5efb9eec13b","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":79,"box":{"x":60,"y":815,"width":812,"height":12}},{"id":"02189974-0465-4741-8dd2-08cedbce2cad","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":79,"box":{"x":59,"y":830,"width":552,"height":12}},{"id":"554bdcc0-16ca-43d5-97af-db7ce7b3ba1b","block_type":"box","text":"The Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that a","page_number":79,"box":{"x":59,"y":857,"width":876,"height":12}},{"id":"4439c2f1-174e-423a-930f-c56695101c04","block_type":"box","text":"rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, the","page_number":79,"box":{"x":60,"y":872,"width":862,"height":12}},{"id":"ea6c7cc1-2078-475c-a23e-908e1cd1e5b2","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":79,"box":{"x":60,"y":887,"width":877,"height":12}},{"id":"05a8e824-3a09-4521-ae15-d7e72d58f79c","block_type":"box","text":"62","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6c4f6755-789a-4c37-a4f5-dc075b79e55c","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":80,"box":{"x":60,"y":67,"width":853,"height":12}},{"id":"6b252a7c-7d24-4018-80b4-ba041abb5aed","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":80,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"dc1204c7-940f-45de-b831-b149ccd74891","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of the Trust, be unlawful; or (v)","page_number":80,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"7b1bf622-d59d-4e6e-a04f-e50b197af06b","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":80,"box":{"x":59,"y":112,"width":811,"height":12}},{"id":"a80a597f-639d-46bd-9522-366daad7729d","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":80,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"7e1abe66-441a-4f0a-b14f-973e1f64f71f","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Fund, State Street, the sub-custodian and","page_number":80,"box":{"x":60,"y":142,"width":852,"height":13}},{"id":"f06983f8-c65f-45e2-b974-6049c9589d7f","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":80,"box":{"x":59,"y":157,"width":853,"height":13}},{"id":"61ce6e3f-33fd-4f1e-b723-e641d64c8474","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":80,"box":{"x":60,"y":172,"width":622,"height":13}},{"id":"36e2a5d8-2dbb-4514-befb-4f2390ad4137","block_type":"box","text":"Issuance of a Creation Unit.","page_number":80,"box":{"x":60,"y":199,"width":197,"height":10}},{"id":"dab8f0c5-02a3-41b9-93e9-911985c6bd36","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit","page_number":80,"box":{"x":60,"y":225,"width":815,"height":13}},{"id":"fb1340cb-3ac1-4e94-9e0f-0fa4af0d3df8","block_type":"box","text":"Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed to the","page_number":80,"box":{"x":59,"y":240,"width":849,"height":13}},{"id":"05f61217-5d79-47ee-9ace-4f68b70dbd0e","block_type":"box","text":"custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the account of","page_number":80,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"4a2d3f61-79de-42a6-8239-097bb142c03c","block_type":"box","text":"the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such delivery and the","page_number":80,"box":{"x":59,"y":271,"width":861,"height":12}},{"id":"fd0c007f-ddb6-49c2-ac48-61992e3cfc9d","block_type":"box","text":"Fund will issue and cause the delivery of the Creation Unit.","page_number":80,"box":{"x":60,"y":286,"width":407,"height":12}},{"id":"d386e068-c945-4dd1-8cf1-27c9f6eff237","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+1 basis” (","page_number":80,"box":{"x":59,"y":312,"width":455,"height":13}},{"id":"07beadee-adad-4573-9d61-b0fec8758b5f","block_type":"box","text":"i.e","page_number":80,"box":{"x":515,"y":313,"width":15,"height":9}},{"id":"4bfab597-24c8-4f57-8aff-1d0ad4fd4faa","block_type":"box","text":"., one Business Day after trade date). However, the Fund","page_number":80,"box":{"x":531,"y":312,"width":390,"height":13}},{"id":"f65b3137-b954-4847-aaca-fdaea65c06fd","block_type":"box","text":"reserves the right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances","page_number":80,"box":{"x":60,"y":327,"width":878,"height":13}},{"id":"c267e9ba-f321-433c-b515-168849a2612b","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":80,"box":{"x":59,"y":343,"width":833,"height":12}},{"id":"34380859-d20b-4819-b473-58d92651d99d","block_type":"box","text":"holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex","page_number":80,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"f8dbc714-6339-4f36-892e-8ef70895b1f8","block_type":"box","text":"dividend dates (","page_number":80,"box":{"x":59,"y":373,"width":111,"height":12}},{"id":"0d75214e-88d5-43bf-9bc3-ff6c5f6487d7","block_type":"box","text":"i.e.","page_number":80,"box":{"x":171,"y":374,"width":18,"height":8}},{"id":"1ff1016a-bbae-4600-85ed-ef574c938e91","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable on the","page_number":80,"box":{"x":191,"y":373,"width":686,"height":12}},{"id":"b23efe31-15fe-4b7e-84c6-264032c4c75d","block_type":"box","text":"security).","page_number":80,"box":{"x":59,"y":388,"width":64,"height":12}},{"id":"fe2ff426-064b-4913-a337-a28313871042","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":80,"box":{"x":59,"y":414,"width":862,"height":13}},{"id":"4d6de7c9-8c94-48dd-a189-b83d50083a63","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":80,"box":{"x":59,"y":429,"width":847,"height":13}},{"id":"e9f1ee2a-f663-46d6-a5ce-60a087199215","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":80,"box":{"x":59,"y":445,"width":876,"height":12}},{"id":"d4174b91-98b6-4c1e-b357-5907eca270e4","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":80,"box":{"x":59,"y":460,"width":879,"height":12}},{"id":"08ee99bd-6f0d-4af5-898f-343a3dc8e10f","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":80,"box":{"x":59,"y":475,"width":873,"height":12}},{"id":"6afc5945-c09d-46aa-aa76-25338e221235","block_type":"box","text":"the Fund. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the contractual","page_number":80,"box":{"x":59,"y":490,"width":857,"height":12}},{"id":"9d6c62c8-e22d-438e-a8a2-13fb4e43e2f7","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":80,"box":{"x":59,"y":505,"width":860,"height":12}},{"id":"f5118714-fce1-4d9b-9123-b0638131d99b","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing","page_number":80,"box":{"x":59,"y":520,"width":845,"height":12}},{"id":"25818f02-994a-4c9e-afd1-ae27c8f4a3f5","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":80,"box":{"x":60,"y":535,"width":865,"height":13}},{"id":"b75e4821-4cf9-4c99-ac31-a0af0528945d","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":80,"box":{"x":60,"y":550,"width":867,"height":13}},{"id":"ffeee792-f5a5-47e8-9d5d-8df08ab8ea85","block_type":"box","text":"and other charges.","page_number":80,"box":{"x":59,"y":566,"width":130,"height":12}},{"id":"c816c66b-322b-435a-b73a-1caf3a3afe59","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":80,"box":{"x":60,"y":592,"width":809,"height":12}},{"id":"4ad4879b-f9bf-44be-a6af-0b4131fc76d3","block_type":"box","text":"instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the","page_number":80,"box":{"x":60,"y":607,"width":810,"height":12}},{"id":"6682a15e-f10d-4d13-8254-fbae276d79a5","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":80,"box":{"x":59,"y":622,"width":868,"height":13}},{"id":"f9fc1ea9-8c8d-4672-b272-be798ffd5b40","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":80,"box":{"x":59,"y":637,"width":875,"height":13}},{"id":"4c9821e2-c7b9-4027-ad54-01a9ede49ccf","block_type":"box","text":"any securities to be delivered shall be determined by the Fund and the Fund’s determination shall be final and binding.","page_number":80,"box":{"x":59,"y":652,"width":827,"height":13}},{"id":"766945ea-fc61-4199-83b2-9d865d9ec119","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":80,"box":{"x":59,"y":679,"width":325,"height":10}},{"id":"bd1be789-809c-4a90-966f-be8455a232a7","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":80,"box":{"x":397,"y":679,"width":504,"height":12}},{"id":"0c279d48-cba4-44a1-972b-ff23aeb54329","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":80,"box":{"x":59,"y":694,"width":855,"height":12}},{"id":"4176aaf1-6249-4034-9267-b4c342f25eaf","block_type":"box","text":"the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the","page_number":80,"box":{"x":59,"y":709,"width":866,"height":12}},{"id":"3b7e4c5b-013e-44ae-8c67-62b7fe69074e","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":80,"box":{"x":60,"y":724,"width":685,"height":13}},{"id":"799efab7-d211-4cb7-8d14-7f04a501df75","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":80,"box":{"x":60,"y":751,"width":800,"height":12}},{"id":"ea8027e3-fd33-408f-8e69-30c6eb6da254","block_type":"box","text":"transaction consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum","page_number":80,"box":{"x":59,"y":766,"width":869,"height":12}},{"id":"280ed08b-6050-41d0-9aef-eaf8503f4622","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":80,"box":{"x":59,"y":781,"width":832,"height":12}},{"id":"5ef03419-0ac8-4220-9d7e-c0442db85d4a","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of","page_number":80,"box":{"x":59,"y":796,"width":854,"height":12}},{"id":"23bf5826-806c-4250-83ed-d702b90ff732","block_type":"box","text":"transaction costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread","page_number":80,"box":{"x":59,"y":811,"width":873,"height":13}},{"id":"23dcfbd7-c950-4d07-a3e5-44144c5b6c7b","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":80,"box":{"x":60,"y":826,"width":873,"height":13}},{"id":"5f5b6618-4647-4370-8f6c-521da34698c2","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":80,"box":{"x":59,"y":841,"width":817,"height":13}},{"id":"6849c626-ab7d-441a-9648-d641d5ab8af9","block_type":"box","text":"expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge,","page_number":80,"box":{"x":59,"y":857,"width":825,"height":12}},{"id":"8292c389-a449-4c27-818e-14776e1c3553","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":80,"box":{"x":59,"y":872,"width":338,"height":12}},{"id":"97c42243-7bbf-4108-8d64-5e30a5e6292e","block_type":"box","text":"63","page_number":80,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"862bc1bf-92ff-4f9f-9a75-e87e6bf0ef08","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":81,"box":{"x":59,"y":67,"width":809,"height":12}},{"id":"b47db074-d44f-42fb-8474-d6131a2b3474","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":81,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"abfabee9-90be-4abf-b563-7fc01a043bdf","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":81,"box":{"x":59,"y":97,"width":637,"height":12}},{"id":"e47a5606-d7ce-4337-918d-9da7775eea9e","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":81,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"57db41f0-065f-4c06-bbbb-028c2dcd5a54","block_type":"box","text":"above):","page_number":81,"box":{"x":59,"y":138,"width":50,"height":13}},{"id":"bee2ca33-290e-4138-a076-eecbe7bfea76","block_type":"box","text":"Standard Creation","page_number":81,"box":{"x":366,"y":168,"width":104,"height":8}},{"id":"615517b8-1248-4b87-b836-7d03f803bc9c","block_type":"box","text":"Transaction Fee","page_number":81,"box":{"x":372,"y":179,"width":91,"height":7}},{"id":"0397592f-57ab-4ffd-8557-bfddc1e226c4","block_type":"box","text":"Maximum Additional","page_number":81,"box":{"x":510,"y":168,"width":121,"height":8}},{"id":"956baea0-6b3e-4c10-9644-f1856fd8623c","block_type":"box","text":"Charge*","page_number":81,"box":{"x":547,"y":178,"width":47,"height":10}},{"id":"886ccfd5-a878-4e7d-bcf9-cb291c03d31c","block_type":"box","text":"$225 7.0%","page_number":81,"box":{"x":401,"y":200,"width":194,"height":11}},{"id":"441091ef-d2ca-4f2a-b5da-37ec80aaf126","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":81,"box":{"x":89,"y":240,"width":328,"height":10}},{"id":"40e1fe00-4752-49d8-8766-f278dca2c0b6","block_type":"box","text":"Redemption of Creation Units.","page_number":81,"box":{"x":60,"y":263,"width":216,"height":12}},{"id":"96290d78-6c80-4f57-ad6e-56fb7f5bd6d8","block_type":"box","text":"Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":81,"box":{"x":59,"y":290,"width":850,"height":12}},{"id":"480465d3-9cbb-42df-89a8-3436404564ff","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Fund will not","page_number":81,"box":{"x":60,"y":305,"width":861,"height":12}},{"id":"0a0e2d19-180f-4402-ade2-740bd68bd27e","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":81,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"9536ac2b-549f-4009-a17e-b225de32cef9","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":81,"box":{"x":60,"y":335,"width":854,"height":12}},{"id":"e6cc6ff1-7883-4ca4-a531-10bb33143ae6","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":81,"box":{"x":59,"y":350,"width":879,"height":12}},{"id":"40897f8e-b66d-4ee5-ad1d-db8880b6034b","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":81,"box":{"x":60,"y":365,"width":649,"height":13}},{"id":"ed2f5a13-9aa4-485c-ab8d-f2dac0af7db8","block_type":"box","text":"The Fund generally redeems Creation Units solely for cash. However, the Fund reserves the right to distribute securities and","page_number":81,"box":{"x":59,"y":392,"width":862,"height":12}},{"id":"ee9e502c-3269-4857-9e9b-7ffcce2db271","block_type":"box","text":"other portfolio instruments in-kind as payment for Creation Units being redeemed. Please see the","page_number":81,"box":{"x":59,"y":407,"width":681,"height":12}},{"id":"71c584e5-082b-4bfc-aae5-c97fe4b7f337","block_type":"box","text":"Cash Redemption Method","page_number":81,"box":{"x":745,"y":407,"width":183,"height":12}},{"id":"1569d31f-98ae-4441-bc33-ff3fdd8a2568","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":81,"box":{"x":59,"y":422,"width":864,"height":12}},{"id":"ac4e556a-1a72-4b93-b84b-79438d76955c","block_type":"box","text":"Units of the Fund.","page_number":81,"box":{"x":60,"y":437,"width":123,"height":10}},{"id":"d93a0e97-92d1-4d34-8714-0cb093d337c3","block_type":"box","text":"The Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":81,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"97295faf-84a9-4098-83f3-e069f9064393","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":81,"box":{"x":59,"y":479,"width":849,"height":12}},{"id":"c0d36bfc-802e-4a41-aa6d-774bd3cd7e10","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":81,"box":{"x":59,"y":494,"width":840,"height":12}},{"id":"ad1ece1e-84e3-4fb3-93d4-83bd12ba8180","block_type":"box","text":"redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":81,"box":{"x":60,"y":509,"width":877,"height":12}},{"id":"61c70783-e7ad-4d0e-89fb-749d582ea7f7","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":81,"box":{"x":60,"y":524,"width":833,"height":12}},{"id":"bdc90bc9-3fa8-4c63-83ac-94d0461b6993","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":81,"box":{"x":59,"y":539,"width":854,"height":12}},{"id":"7e563fcb-5595-4625-895d-b712ecfa3434","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":81,"box":{"x":60,"y":554,"width":842,"height":13}},{"id":"cd3ae4b9-8035-4d03-a1a0-a8abf1b87cdf","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":81,"box":{"x":59,"y":569,"width":738,"height":13}},{"id":"4c62479b-e03e-4cfc-8b65-b1dda273b706","block_type":"box","text":"If redemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the","page_number":81,"box":{"x":60,"y":596,"width":875,"height":12}},{"id":"7a61bf4a-0360-46e9-8082-79b6078c6dfb","block_type":"box","text":"Cash Amount, which is an amount equal to the difference between the NAV of the shares being redeemed, as next","page_number":81,"box":{"x":59,"y":611,"width":801,"height":12}},{"id":"49b1485c-f067-435a-913f-36c543eba3d2","block_type":"box","text":"determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption","page_number":81,"box":{"x":59,"y":626,"width":839,"height":12}},{"id":"efe313ed-9a8e-4be5-acea-eecb7e492949","block_type":"box","text":"transaction fee (as described below).","page_number":81,"box":{"x":59,"y":641,"width":257,"height":12}},{"id":"f17707f7-a6bd-4a68-a9bb-3b0be155512e","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":81,"box":{"x":59,"y":668,"width":873,"height":12}},{"id":"3f707254-1628-45e6-9e73-bb682754b123","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":81,"box":{"x":60,"y":683,"width":825,"height":12}},{"id":"a4c92020-a3bc-4bdb-a235-af2630e127f1","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":81,"box":{"x":59,"y":698,"width":822,"height":12}},{"id":"5fb2c276-9c5a-4fa4-b719-d8b17733afa5","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":81,"box":{"x":60,"y":713,"width":863,"height":12}},{"id":"40d55155-8c0b-4baf-8bc7-c0728d0fe528","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":81,"box":{"x":59,"y":728,"width":880,"height":12}},{"id":"278bf43d-f544-4d6d-b898-46c76f62473d","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":81,"box":{"x":59,"y":743,"width":868,"height":12}},{"id":"a513c9cc-a94e-4043-9f88-5901d163d5a0","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":81,"box":{"x":60,"y":758,"width":867,"height":13}},{"id":"f36b5845-420a-494a-8d81-d56ba46d5278","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":81,"box":{"x":59,"y":773,"width":855,"height":13}},{"id":"bca80f2e-04d9-469d-a9f3-cfd9e74bd2a1","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":81,"box":{"x":59,"y":788,"width":815,"height":13}},{"id":"09ed6e20-6cf8-4945-8a00-2d404d90ae39","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Fund generally","page_number":81,"box":{"x":59,"y":804,"width":867,"height":12}},{"id":"38081e5e-7639-4ca9-84a1-df5a05cc0824","block_type":"box","text":"redeems Creation Units for cash. The Redemption Basket may also be modified to minimize the Cash Component by","page_number":81,"box":{"x":60,"y":819,"width":812,"height":12}},{"id":"558660c7-a037-4d5b-938b-04aaede2f477","block_type":"box","text":"redistributing the cash to the Fund Securities portion of the Redemption Basket through systematically rounding. The","page_number":81,"box":{"x":60,"y":834,"width":821,"height":12}},{"id":"ff8f9e4c-4fe4-463a-9196-ca42924a11ad","block_type":"box","text":"rounding methodology allows position sizes of securities in the Fund Securities to be “rounded up,” while limiting the","page_number":81,"box":{"x":60,"y":849,"width":820,"height":12}},{"id":"a86cfa99-1f6c-431b-ae2b-73551710ab02","block_type":"box","text":"maximum allowed percentage change in weight and share quantity of any given security in the Redemption Basket.","page_number":81,"box":{"x":60,"y":864,"width":807,"height":12}},{"id":"8781b162-dad3-4f1e-838f-c88973f54429","block_type":"box","text":"64","page_number":81,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"0caa71f3-3c22-4ec5-8bfa-84975fc08f0d","block_type":"box","text":"Redemption Baskets may also be modified to position a fund towards a forward index rebalance to reflect revisions that","page_number":82,"box":{"x":60,"y":67,"width":835,"height":12}},{"id":"cb694cdf-4134-4073-9776-ed7a855da95a","block_type":"box","text":"account for index additions, deletions, and re-weights.","page_number":82,"box":{"x":59,"y":82,"width":380,"height":12}},{"id":"3db79165-7da1-4246-a454-e2d88eeb345a","block_type":"box","text":"Cash Redemption Method.","page_number":82,"box":{"x":59,"y":108,"width":191,"height":13}},{"id":"1c0c38e4-a799-45da-84a3-b78ef565f2fd","block_type":"box","text":"Although the Trust does not generally permit full cash redemptions of Creation Units of its","page_number":82,"box":{"x":263,"y":108,"width":633,"height":13}},{"id":"e3682b91-3970-44e6-ac6d-de0dcfc65ac8","block_type":"box","text":"funds, when partial or full cash redemptions of Creation Units are available or specified (","page_number":82,"box":{"x":59,"y":123,"width":616,"height":13}},{"id":"e54049d8-67e8-4cd8-8978-3c91b2279e43","block_type":"box","text":"e.g.,","page_number":82,"box":{"x":677,"y":126,"width":26,"height":10}},{"id":"ad9e0e86-8240-4df5-a037-3bdd85d3afa0","block_type":"box","text":"Creation Units of the Fund are","page_number":82,"box":{"x":709,"y":123,"width":210,"height":10}},{"id":"404b1570-8359-4a70-9435-73d976f281d4","block_type":"box","text":"generally redeemed solely for cash), they will be effected in essentially the same manner as in-kind redemptions thereof. In","page_number":82,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"10c4db6d-bb7b-477e-9cb1-8aecce155812","block_type":"box","text":"the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it","page_number":82,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"e7de2e9f-7740-4db3-87c4-f1ec37d29c46","block_type":"box","text":"would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":82,"box":{"x":59,"y":169,"width":839,"height":12}},{"id":"78c1c986-9c36-40f7-82ab-967b0a72197c","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":82,"box":{"x":59,"y":195,"width":352,"height":12}},{"id":"d5be6be7-da09-4d9d-84fb-1f325260db54","block_type":"box","text":"A redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The","page_number":82,"box":{"x":59,"y":222,"width":874,"height":12}},{"id":"4c57de09-bad7-423a-af16-1fe721e0c0a6","block_type":"box","text":"standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems","page_number":82,"box":{"x":59,"y":237,"width":879,"height":12}},{"id":"8be30592-f7c6-4775-b021-99111eb34be4","block_type":"box","text":"a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the","page_number":82,"box":{"x":59,"y":252,"width":852,"height":12}},{"id":"f6ed7b5e-a560-4f2a-a08d-9281fe19b205","block_type":"box","text":"applicable Business Day.","page_number":82,"box":{"x":59,"y":267,"width":169,"height":12}},{"id":"1f427829-09d9-4641-b4c9-fa89973784c5","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":82,"box":{"x":60,"y":293,"width":824,"height":13}},{"id":"c2adf21d-d5e2-43bf-82a3-4dafe1637564","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":82,"box":{"x":59,"y":308,"width":869,"height":13}},{"id":"02d84bb9-be7e-46f4-ac2d-7ee0a938f73a","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":82,"box":{"x":59,"y":324,"width":832,"height":12}},{"id":"f41e737c-a0d9-40bb-9361-965c81630631","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":82,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"dd731054-3a03-4ee9-8946-38e314c9b62a","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":82,"box":{"x":59,"y":354,"width":873,"height":12}},{"id":"92673759-9bcd-495f-b33b-8c4480e921df","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":82,"box":{"x":60,"y":369,"width":873,"height":12}},{"id":"242ef87b-dec3-4561-868e-71a6ffa9b6c3","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":82,"box":{"x":59,"y":384,"width":817,"height":12}},{"id":"8ba58339-f379-4e76-9c3f-5c2a48afbe30","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":82,"box":{"x":59,"y":399,"width":825,"height":13}},{"id":"e2e54d9e-636b-4f55-821d-8aed395b1a8b","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":82,"box":{"x":59,"y":414,"width":338,"height":13}},{"id":"09315b51-bdd6-479f-97ff-5a5997f7d1e3","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their","page_number":82,"box":{"x":59,"y":441,"width":850,"height":12}},{"id":"5a2a1482-4409-498d-b4f2-3589e049952a","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":82,"box":{"x":59,"y":456,"width":852,"height":12}},{"id":"5d995064-b30d-4173-bbfb-bd941b7276e2","block_type":"box","text":"use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":82,"box":{"x":60,"y":471,"width":870,"height":12}},{"id":"79a10efb-1c45-4fce-8172-907706f78cdb","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":82,"box":{"x":59,"y":497,"width":808,"height":13}},{"id":"25895add-56da-41f2-baa1-80d9f650717d","block_type":"box","text":"described above):","page_number":82,"box":{"x":59,"y":513,"width":123,"height":12}},{"id":"b2e4485f-b950-481c-a48b-d061394bfec8","block_type":"box","text":"Standard Redemption","page_number":82,"box":{"x":355,"y":542,"width":125,"height":10}},{"id":"74593a2b-cb0c-40c0-9c77-ef9017ac1171","block_type":"box","text":"Transaction Fee","page_number":82,"box":{"x":372,"y":553,"width":91,"height":7}},{"id":"7fad2967-af6b-4140-ae13-9ab10af42611","block_type":"box","text":"Maximum Additional","page_number":82,"box":{"x":521,"y":542,"width":121,"height":8}},{"id":"a3005a96-16d7-4407-a1a4-5a1b9dbf08dc","block_type":"box","text":"Charge*","page_number":82,"box":{"x":558,"y":552,"width":47,"height":10}},{"id":"4b2c5e3f-217b-4dd4-aa4e-8eeba322b22e","block_type":"box","text":"$225 2.0%","page_number":82,"box":{"x":401,"y":574,"width":205,"height":11}},{"id":"30bdf594-858f-4e26-b9a3-049113956c5a","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":82,"box":{"x":89,"y":614,"width":628,"height":10}},{"id":"2a449712-d177-4496-be0b-72984731180e","block_type":"box","text":"Placement of Redemption Orders.","page_number":82,"box":{"x":60,"y":637,"width":243,"height":13}},{"id":"f43aa35d-5812-41a3-be81-736d361d50ae","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":82,"box":{"x":312,"y":637,"width":624,"height":13}},{"id":"085afd92-3c6a-4276-baf4-509031827e6f","block_type":"box","text":"or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem","page_number":82,"box":{"x":59,"y":652,"width":877,"height":13}},{"id":"f364917f-76d5-412f-bad1-94fbb1adc5a2","block_type":"box","text":"shares of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":82,"box":{"x":59,"y":668,"width":861,"height":12}},{"id":"ae1b816c-a9ec-449e-aea0-6552154b182b","block_type":"box","text":"when the Listing Exchange closes earlier than normal, the Fund may require orders to redeem Creation Units to be placed","page_number":82,"box":{"x":59,"y":683,"width":850,"height":12}},{"id":"13d08a54-0e3a-401e-8090-722336688e3f","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":82,"box":{"x":59,"y":698,"width":842,"height":12}},{"id":"f67a7a47-cc83-4988-b7bc-c45bd7a470c9","block_type":"box","text":"request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized","page_number":82,"box":{"x":60,"y":713,"width":851,"height":12}},{"id":"07988c50-247d-4c8f-bc3c-fda7bd257862","block_type":"box","text":"Participants upon request.","page_number":82,"box":{"x":60,"y":729,"width":182,"height":11}},{"id":"7017b5a1-b511-4219-9032-a5b174237bd6","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Fund to the Distributor or its","page_number":82,"box":{"x":59,"y":754,"width":879,"height":13}},{"id":"51df94ac-d92f-4bcc-86eb-491cce38253b","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":82,"box":{"x":59,"y":770,"width":870,"height":12}},{"id":"152a5abb-fe0e-45cc-992a-954aaae2666b","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":82,"box":{"x":59,"y":785,"width":825,"height":12}},{"id":"17996252-e719-4c03-9022-97a35e80a3df","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":82,"box":{"x":59,"y":800,"width":824,"height":12}},{"id":"390322c3-1970-4a5b-b927-2053f9e9b7cf","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":82,"box":{"x":59,"y":815,"width":861,"height":12}},{"id":"b17115a4-f846-49b1-b957-d9386a5441df","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":82,"box":{"x":59,"y":830,"width":876,"height":12}},{"id":"f9543739-2f1b-4194-9ca6-342becd6455a","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":82,"box":{"x":60,"y":845,"width":856,"height":13}},{"id":"878444e8-99bb-4eb1-b682-45ead1cb61f8","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Fund’s transfer agent; such","page_number":82,"box":{"x":59,"y":860,"width":858,"height":13}},{"id":"ae296c75-bd32-49c3-a397-02f5a281ce9c","block_type":"box","text":"65","page_number":82,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a379a3dd-a34d-4167-9f36-b44209dcae97","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":83,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"e68c3dfb-19f7-43af-9c83-1df7e0552ae0","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":83,"box":{"x":59,"y":82,"width":585,"height":12}},{"id":"4460e8f2-3064-4404-bd52-3b88c25db9ce","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":83,"box":{"x":59,"y":108,"width":850,"height":13}},{"id":"fa4d2955-18ec-4cdc-b555-306083bafa58","block_type":"box","text":"transferred to the Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":83,"box":{"x":59,"y":123,"width":829,"height":13}},{"id":"802235ad-d249-4dc4-95b8-2714a79d8b0e","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":83,"box":{"x":59,"y":138,"width":834,"height":13}},{"id":"f00a4de6-1ba7-4f40-a725-6e9322b89262","block_type":"box","text":"request in form satisfactory to the Fund is received by the Distributor or its agent from the Authorized Participant on behalf of","page_number":83,"box":{"x":60,"y":154,"width":880,"height":12}},{"id":"a11afa1f-09da-429e-b493-5f310f9fb5a9","block_type":"box","text":"itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the","page_number":83,"box":{"x":60,"y":169,"width":841,"height":12}},{"id":"c385c1ae-4926-47ae-9519-548ba1e6021b","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":83,"box":{"x":59,"y":184,"width":394,"height":12}},{"id":"ee8db53f-1551-4033-86a5-06df4535f389","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the Fund and the Fund’s transfer agent of such","page_number":83,"box":{"x":60,"y":210,"width":867,"height":13}},{"id":"cda9a067-66d6-4330-a701-9db931968031","block_type":"box","text":"redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or cash","page_number":83,"box":{"x":60,"y":225,"width":839,"height":13}},{"id":"476c5bd9-c0e0-4f59-ae63-f59444574baa","block_type":"box","text":"included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant","page_number":83,"box":{"x":60,"y":240,"width":873,"height":13}},{"id":"abe0fbd7-762d-470d-90ed-cd0ed77908a6","block_type":"box","text":"Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant","page_number":83,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"a6b25315-9b54-4dfa-9bf3-b051cdfb7aed","block_type":"box","text":"through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant","page_number":83,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"7bf7620c-ed2a-4cc9-8b86-209c4cbf6320","block_type":"box","text":"submitting the redemption request.","page_number":83,"box":{"x":59,"y":286,"width":248,"height":12}},{"id":"68c24909-ca86-4708-86ce-f3dd29818f22","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":83,"box":{"x":59,"y":312,"width":854,"height":13}},{"id":"eca640f6-8cf3-4ea1-a67e-c0af6a013fb6","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":83,"box":{"x":59,"y":327,"width":837,"height":13}},{"id":"e188a95e-0815-4617-84b9-ffe01527c05f","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":83,"box":{"x":59,"y":343,"width":836,"height":12}},{"id":"05c8f309-36dc-429f-a5ef-44f64213a602","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within one Business Day (","page_number":83,"box":{"x":60,"y":369,"width":648,"height":12}},{"id":"eb459a41-9ee5-4c1b-8508-d77cb83bf44c","block_type":"box","text":"i.e","page_number":83,"box":{"x":709,"y":370,"width":15,"height":9}},{"id":"9f448029-8c7e-408f-bf89-2fed822ca167","block_type":"box","text":"., “T+1”). However, the Fund","page_number":83,"box":{"x":725,"y":369,"width":196,"height":12}},{"id":"0164aced-8bad-4019-bda3-8e4029f49c6f","block_type":"box","text":"reserves the right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the","page_number":83,"box":{"x":60,"y":384,"width":826,"height":12}},{"id":"709739af-c339-41f5-8b1c-1a851008de9b","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":83,"box":{"x":59,"y":399,"width":858,"height":13}},{"id":"1addf44f-2c1f-4927-baf9-05f68762772b","block_type":"box","text":"U.S. market holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record","page_number":83,"box":{"x":60,"y":414,"width":855,"height":13}},{"id":"7afeb0b0-2bcb-4342-8360-55c57f116230","block_type":"box","text":"dates and dividend ex-dates (","page_number":83,"box":{"x":59,"y":429,"width":207,"height":13}},{"id":"c761cffa-fd4d-4427-9916-af639289c58c","block_type":"box","text":"i.e.","page_number":83,"box":{"x":267,"y":430,"width":17,"height":9}},{"id":"22b0f8fe-7827-4d06-9074-3f2010421063","block_type":"box","text":", the last date the holder of a security can sell the security and still receive dividends payable","page_number":83,"box":{"x":287,"y":429,"width":642,"height":13}},{"id":"4aa26bb0-3c4e-4229-ba63-853857c2045c","block_type":"box","text":"on the security).","page_number":83,"box":{"x":59,"y":445,"width":113,"height":12}},{"id":"b2b72357-87fa-4be6-977e-df20f4dee5e4","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":83,"box":{"x":60,"y":471,"width":826,"height":12}},{"id":"ca60b859-e75d-48e5-a7d3-cafe0ff8de91","block_type":"box","text":"appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to","page_number":83,"box":{"x":59,"y":486,"width":857,"height":12}},{"id":"4999e598-fe35-4cfe-a019-fc6b8f570b84","block_type":"box","text":"make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may","page_number":83,"box":{"x":60,"y":501,"width":875,"height":13}},{"id":"476b6142-c184-451b-b356-aaaee8011775","block_type":"box","text":"in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to","page_number":83,"box":{"x":60,"y":516,"width":846,"height":13}},{"id":"fc86fe38-c9c2-4a7c-bb24-4e99314b3c8f","block_type":"box","text":"receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of","page_number":83,"box":{"x":60,"y":531,"width":872,"height":13}},{"id":"45dc0a4a-c6f7-449a-aa78-1c7e89e6955a","block_type":"box","text":"its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a","page_number":83,"box":{"x":60,"y":547,"width":853,"height":12}},{"id":"43924404-02d2-415c-9d01-e9746b2e5d6d","block_type":"box","text":"redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs","page_number":83,"box":{"x":60,"y":562,"width":876,"height":12}},{"id":"934f5340-0482-40eb-b0be-0f315b97968e","block_type":"box","text":"associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance","page_number":83,"box":{"x":59,"y":577,"width":865,"height":12}},{"id":"05d6c9e9-ff07-40a9-92dc-247f1dddd67d","block_type":"box","text":"with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)","page_number":83,"box":{"x":59,"y":592,"width":856,"height":12}},{"id":"3fe4ff2b-c7f5-471c-b602-b7bc0f631a85","block_type":"box","text":"reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund","page_number":83,"box":{"x":60,"y":607,"width":811,"height":12}},{"id":"4c372d98-b817-46ea-8a48-117ee1237437","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":83,"box":{"x":59,"y":622,"width":746,"height":13}},{"id":"a6ffc739-370f-44d0-8bf2-4ce72e0bff1c","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units (except that, as noted above, Creation","page_number":83,"box":{"x":59,"y":649,"width":840,"height":12}},{"id":"2379dce5-41d1-42c6-bdd3-5af1b4eafdf9","block_type":"box","text":"Units of the Fund generally will be redeemed for cash), in the event that cash redemptions are permitted or required by the","page_number":83,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"13f2e70a-7f33-4ac7-a62c-78d90593ae07","block_type":"box","text":"Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of","page_number":83,"box":{"x":59,"y":679,"width":803,"height":12}},{"id":"0755446b-87fc-488d-912f-b2b9c2769e92","block_type":"box","text":"redemption (within seven calendar days thereafter). If the Fund includes a foreign investment in its basket, and if a local","page_number":83,"box":{"x":60,"y":694,"width":836,"height":12}},{"id":"a5c67535-5cb4-4288-8aa0-c6466abce047","block_type":"box","text":"market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to","page_number":83,"box":{"x":60,"y":709,"width":831,"height":12}},{"id":"6f0f01ac-f69e-488a-b338-5032515909f6","block_type":"box","text":"redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a redemption request,","page_number":83,"box":{"x":60,"y":724,"width":854,"height":13}},{"id":"618a7421-f05f-4d03-bc1a-ed636ec1d8d4","block_type":"box","text":"the Fund may delay delivery of the foreign investment more than seven days if the Fund delivers the foreign investment as","page_number":83,"box":{"x":59,"y":739,"width":853,"height":13}},{"id":"905ab141-ff40-4dac-b049-e95f0b124b67","block_type":"box","text":"soon as practicable, but in no event later than 15 days.","page_number":83,"box":{"x":59,"y":754,"width":381,"height":13}},{"id":"1d44d06c-34e7-410e-a9e9-3a25a8d97fd6","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":83,"box":{"x":59,"y":781,"width":824,"height":12}},{"id":"e85c821a-f5fe-40ef-bcaa-242df87f2989","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":83,"box":{"x":59,"y":796,"width":871,"height":12}},{"id":"a54f639f-a6af-4643-b962-dbc7e1790baa","block_type":"box","text":"Unit to be redeemed to the Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the","page_number":83,"box":{"x":60,"y":811,"width":861,"height":13}},{"id":"fdc5c001-8a5f-4fb2-a818-54291a4565eb","block_type":"box","text":"date of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on","page_number":83,"box":{"x":59,"y":826,"width":871,"height":13}},{"id":"dacb1c8e-dfdf-4710-88a2-246c4e4a38ab","block_type":"box","text":"the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":83,"box":{"x":59,"y":841,"width":852,"height":13}},{"id":"659b373e-b284-45e6-8aba-1fbaf0905fb4","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":83,"box":{"x":59,"y":857,"width":851,"height":12}},{"id":"cd66e7d1-eae8-48d3-b213-fd0d3214c0d2","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the Business","page_number":83,"box":{"x":60,"y":872,"width":857,"height":12}},{"id":"9fbdffd3-330d-4a7e-8c74-dfab07b1894a","block_type":"box","text":"Day after the date of submission of such redemption request and shall be held by State Street and marked-to-market daily.","page_number":83,"box":{"x":60,"y":887,"width":857,"height":12}},{"id":"771e903b-1410-45ce-ad3f-d67cdb7420cf","block_type":"box","text":"66","page_number":83,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"df33a2b8-bca0-4a30-9c6e-3d1ebde447a5","block_type":"box","text":"The fees of State Street and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall","page_number":84,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"66ee10ad-1d25-4eae-8423-5a70a68c0f38","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":84,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"89239834-a2bb-4a7e-ba01-3cd989dc944f","block_type":"box","text":"Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the","page_number":84,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"48394991-26e0-4a3c-8a46-86abefcaf778","block_type":"box","text":"Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for","page_number":84,"box":{"x":60,"y":112,"width":866,"height":12}},{"id":"d9437f65-65ba-4d45-93d8-dfb218c93272","block_type":"box","text":"related brokerage and other charges.","page_number":84,"box":{"x":60,"y":127,"width":256,"height":12}},{"id":"993d4322-3746-4800-a175-61e90128124b","block_type":"box","text":"Because the portfolio securities or other assets of the Fund may trade on exchange(s) on days that the Listing Exchange is","page_number":84,"box":{"x":60,"y":154,"width":855,"height":12}},{"id":"4fc942be-b8cf-4e29-ac66-9793786ddcca","block_type":"box","text":"closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund or","page_number":84,"box":{"x":59,"y":169,"width":866,"height":12}},{"id":"877b2068-8696-4a1e-93b5-eb2a53a44d5f","block_type":"box","text":"purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected","page_number":84,"box":{"x":59,"y":184,"width":878,"height":12}},{"id":"5e74eb48-77b2-46b6-9b96-41bf893559f6","block_type":"box","text":"by events in the relevant non-U.S. markets.","page_number":84,"box":{"x":60,"y":199,"width":297,"height":12}},{"id":"41e3e94b-c731-42e1-8043-94820d6df5be","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to the Fund: (i) for any period","page_number":84,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"f6bf2c46-c6fc-456f-a1f1-3a78a7260b7f","block_type":"box","text":"during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during","page_number":84,"box":{"x":59,"y":240,"width":868,"height":13}},{"id":"6e88836c-344a-4dcb-b922-3d6ec9980bcd","block_type":"box","text":"which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a","page_number":84,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"617c25cc-e992-4fc6-862f-dbd82f1fa909","block_type":"box","text":"result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":84,"box":{"x":60,"y":271,"width":809,"height":12}},{"id":"eaf20c56-71d5-4f2f-8f70-9b1cb290e3c9","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":84,"box":{"x":59,"y":286,"width":511,"height":12}},{"id":"de682b7f-fe2a-4f79-be86-299a7cc2b2c0","block_type":"box","text":"Custom Baskets.","page_number":84,"box":{"x":59,"y":312,"width":118,"height":10}},{"id":"4900a73a-9c51-4698-8f23-59ee7ddb09a8","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":84,"box":{"x":187,"y":312,"width":739,"height":13}},{"id":"c98d5e1f-6a0f-4a84-aaaa-aef2954c3c24","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of the Fund’s portfolio","page_number":84,"box":{"x":60,"y":327,"width":832,"height":13}},{"id":"6bcdbe2c-9548-48f0-b0f6-00c2bed5d275","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":84,"box":{"x":60,"y":343,"width":872,"height":12}},{"id":"f11c5831-3efb-480d-9b64-8f10a8e94bf9","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. The Fund has adopted policies and","page_number":84,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"8ccc03c7-db35-44b3-b34c-fac6f09b6ce5","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":84,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"4ba74f3c-aa66-4890-967a-967cfe236860","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":84,"box":{"x":59,"y":388,"width":824,"height":12}},{"id":"f0d460ac-4688-4a64-8ba9-840712bd8a6d","block_type":"box","text":"baskets that are in the best interests of the Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":84,"box":{"x":60,"y":403,"width":873,"height":12}},{"id":"93692eed-370d-488f-b7a4-5844c7bc8556","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":84,"box":{"x":59,"y":418,"width":872,"height":12}},{"id":"2ac5b4e7-3467-4906-aaf7-ae9be85939e0","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":84,"box":{"x":59,"y":433,"width":870,"height":13}},{"id":"dd77a3c9-502a-401a-9777-0930d6f04547","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":84,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"f5c69cb8-0309-4b43-b10e-19da9d93ce2d","block_type":"box","text":"be used for the Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":84,"box":{"x":60,"y":463,"width":845,"height":13}},{"id":"9688c160-8882-4690-9f89-18d8f7c0b0d4","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":84,"box":{"x":59,"y":479,"width":877,"height":12}},{"id":"1fc81409-0d53-408e-b54e-2e4e975377ae","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":84,"box":{"x":59,"y":494,"width":711,"height":12}},{"id":"4e16fc58-c185-4aeb-8442-8cfddeebd8b6","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":84,"box":{"x":58,"y":520,"width":419,"height":12}},{"id":"cd24f9cb-58e5-4497-87d5-ed3689dc0eb1","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":84,"box":{"x":490,"y":520,"width":445,"height":12}},{"id":"48175cd6-5eaa-4725-b34e-2554617828fe","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":84,"box":{"x":60,"y":535,"width":864,"height":13}},{"id":"e4423dfb-62df-4dec-a033-189895e4f0eb","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":84,"box":{"x":59,"y":550,"width":868,"height":13}},{"id":"24aeeeed-1b2a-42a0-b6b3-11b77651d831","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":84,"box":{"x":60,"y":566,"width":870,"height":12}},{"id":"7731cc87-ee49-4bda-bf3e-0761656e03ec","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":84,"box":{"x":59,"y":581,"width":752,"height":12}},{"id":"61758227-9a34-4ce9-86c5-c9be56bf9446","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":84,"box":{"x":59,"y":607,"width":830,"height":12}},{"id":"20e2bf5d-b827-45ff-b2a5-ba140d94bdd2","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":84,"box":{"x":59,"y":622,"width":862,"height":13}},{"id":"425e3f6d-f08e-4b79-9d03-5e1eec0b0bfd","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":84,"box":{"x":59,"y":637,"width":860,"height":13}},{"id":"88ccf769-38af-49cb-91c9-14f8ff8bd555","block_type":"box","text":"assets.","page_number":84,"box":{"x":59,"y":654,"width":46,"height":8}},{"id":"5ba237ca-98db-471a-ab33-c66d763553ea","block_type":"box","text":"67","page_number":84,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ce36a2d5-ea9a-4a99-b39b-27fce966e7f3","block_type":"box","text":"Taxes","page_number":85,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"d43626f3-0e97-4c48-984a-587fc107f1b9","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":85,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"ce92c02f-2706-42b8-a612-6663edc9d3c2","block_type":"box","text":"disposition of shares of the Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":85,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"0c919494-5958-4ae3-89d5-0525e19db1a9","block_type":"box","text":"that may be applicable to the Fund or to all categories of investors, some of which may be subject to special tax rules.","page_number":85,"box":{"x":59,"y":138,"width":823,"height":13}},{"id":"0660d5ec-1c50-4662-bc07-0271318f75aa","block_type":"box","text":"Current and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal,","page_number":85,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"8690bab0-9507-484a-92e4-1ff4fe86e043","block_type":"box","text":"state, local and non-U.S. tax consequences of investing in the Fund. The summary is based on the laws and judicial and","page_number":85,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"cfc340fa-1ac9-4130-9a6a-24b6ccc3f5e3","block_type":"box","text":"administrative interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with","page_number":85,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"33a175d0-9fd9-4ace-9175-c35a13750705","block_type":"box","text":"retroactive effect.","page_number":85,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"257c82a2-cf47-47a6-a72c-53e14ada9960","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":85,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"ca400165-6557-43b3-886a-53708e8494d1","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":85,"box":{"x":406,"y":225,"width":460,"height":13}},{"id":"33e4eb17-c817-42de-8985-aad68cd37884","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, the Fund must annually distribute at least 90%","page_number":85,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"d03fb3f0-0efe-4234-b464-c2e57c5eebbd","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":85,"box":{"x":59,"y":256,"width":851,"height":12}},{"id":"d0b1e015-1b1b-4679-a829-e1daa1bc8f68","block_type":"box","text":"several other requirements. Among such other requirements are the following: (i) at least 90% of the Fund’s annual gross","page_number":85,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"4ff5a52e-99fd-4048-9946-f104956802b6","block_type":"box","text":"income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other","page_number":85,"box":{"x":60,"y":286,"width":838,"height":12}},{"id":"897461de-ec92-48d0-988e-4d02c09d4740","block_type":"box","text":"disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":85,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"d9f3f7a0-bd45-4c25-8a6e-97d3da40a46c","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":85,"box":{"x":59,"y":316,"width":867,"height":12}},{"id":"f2a7527b-eaee-41e1-9724-8761a9ce17bd","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":85,"box":{"x":60,"y":331,"width":502,"height":13}},{"id":"ccede4e2-5267-48ba-8e4f-15c445b77455","block_type":"box","text":"i.e.,","page_number":85,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"ec56b71d-1834-45c9-a61e-45b90c0badec","block_type":"box","text":"partnerships that are traded on an established","page_number":85,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"13ae1211-7272-444f-adc7-4684c009e5cf","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":85,"box":{"x":59,"y":346,"width":858,"height":13}},{"id":"ab442d24-de1d-47d0-8a2a-7c18312d01b4","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of the","page_number":85,"box":{"x":60,"y":361,"width":845,"height":13}},{"id":"ea6be4dc-ffd8-4114-affc-ba0f96498662","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of the Fund’s total assets must be represented by cash and cash","page_number":85,"box":{"x":60,"y":377,"width":845,"height":12}},{"id":"bbe6b71f-b0cd-41ad-bc46-4699c6ecae18","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":85,"box":{"x":60,"y":392,"width":878,"height":12}},{"id":"df6be2bd-e098-4b21-af06-3823dc23e9ed","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":85,"box":{"x":59,"y":407,"width":854,"height":12}},{"id":"184f3276-5748-43f2-ab6e-7db4dd5a22b0","block_type":"box","text":"greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund’s","page_number":85,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"71b434cb-efd7-4c13-a131-418c44ebd10a","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":85,"box":{"x":59,"y":437,"width":851,"height":12}},{"id":"3dcd8f43-4b47-4edb-a624-56b451444c89","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":85,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"1ce05d04-2e1d-4ed1-8143-7b67f39bf626","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":85,"box":{"x":59,"y":467,"width":875,"height":13}},{"id":"17c881e9-fb27-4fcf-9c96-e2ee6d099e7d","block_type":"box","text":"partnerships.","page_number":85,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"a12286ad-fe91-4902-9a29-6c08506b75dd","block_type":"box","text":"The Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to","page_number":85,"box":{"x":59,"y":509,"width":852,"height":12}},{"id":"d5c1af33-b910-475a-9046-8f1cf19eafe7","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":85,"box":{"x":59,"y":524,"width":858,"height":12}},{"id":"a823ba94-a861-4cb2-a36c-5aabd5bf93be","block_type":"box","text":"year, the Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an","page_number":85,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"fafa2efd-f75c-44dc-b8a2-39da318a5927","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by the Fund in computing its taxable income.","page_number":85,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"38b19e45-6409-480c-9370-bf057b916a01","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":85,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"887666ce-cc7c-48fa-a77e-2505b5dfc0ed","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":85,"box":{"x":59,"y":596,"width":791,"height":12}},{"id":"39b171de-adbf-49ae-8d16-9ec0d454f38c","block_type":"box","text":"partnerships, including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non","page_number":85,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"b064d971-4122-4afd-82a4-31d385a0142a","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":85,"box":{"x":60,"y":626,"width":355,"height":12}},{"id":"a40c67ed-f676-4eb7-8efd-6d3d808a4fd8","block_type":"box","text":"Taxation of RICs.","page_number":85,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"049592e4-75eb-49cb-818c-8ca326577f29","block_type":"box","text":"As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":85,"box":{"x":188,"y":652,"width":725,"height":13}},{"id":"e623854d-86f3-4071-a385-7309e969229e","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":85,"box":{"x":60,"y":668,"width":870,"height":12}},{"id":"00828178-5628-429b-a038-b53ac3daae42","block_type":"box","text":"To satisfy the minimum distribution requirement, the Fund must distribute to its shareholders at least the sum of (i) 90% of","page_number":85,"box":{"x":59,"y":683,"width":867,"height":12}},{"id":"9d3555dd-1578-444f-982a-dbe1a27e7715","block_type":"box","text":"its “investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":85,"box":{"x":60,"y":698,"width":873,"height":12}},{"id":"bd59124b-26b3-4294-86a2-db248a98da51","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":85,"box":{"x":60,"y":713,"width":847,"height":12}},{"id":"aed287eb-88c1-4ab9-83ec-9c0f2b3a0789","block_type":"box","text":"taxable year. The Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":85,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"cf609bf4-abf2-4fd4-b549-354ed39dad46","block_type":"box","text":"distribute to its shareholders. If the Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":85,"box":{"x":59,"y":743,"width":807,"height":12}},{"id":"fc690470-0735-4465-ae0f-44ca5d5b9e0a","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":85,"box":{"x":60,"y":758,"width":858,"height":13}},{"id":"af86532c-eb4d-4440-a5b2-cfa0dfd3bbb5","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":85,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"ae0ab1bc-c566-4eab-9a74-0d23fc142ca0","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":85,"box":{"x":59,"y":788,"width":834,"height":13}},{"id":"901b293e-61cb-4e63-8b7b-3f88c7f35406","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":85,"box":{"x":59,"y":804,"width":874,"height":12}},{"id":"94333d55-e7fe-403b-875f-4ab64f729ffb","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":85,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"d7febac2-3221-4a9c-b7b3-fb21a058e160","block_type":"box","text":"its capital gains for each taxable year, the Fund may decide to retain a portion of its income or gains. The Fund will be subject","page_number":85,"box":{"x":60,"y":834,"width":876,"height":12}},{"id":"714c07c0-10b0-4bca-a56e-0c7cc4df8ccc","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":85,"box":{"x":59,"y":849,"width":874,"height":12}},{"id":"82b5f16a-fde2-4d29-a3b8-1f806d4e9d02","block_type":"box","text":"68","page_number":85,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b40f4be4-5012-47e2-a0c9-812c4ef6cb7f","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":86,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"40c91763-e4aa-4751-ad82-36bb16be2022","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":86,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"ddc2e906-c4e9-4e8d-ad92-ee485c980a5e","block_type":"box","text":"pay the tax on behalf of the Fund or reimburse the Fund for the tax. If the Fund fails to qualify as a RIC in any year, it must pay","page_number":86,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"bee59931-bc1f-4d20-a62f-8becc0d0ca1f","block_type":"box","text":"out its earnings and profits accumulated in that year in order to qualify again as a RIC. If the Fund fails to qualify as a RIC for a","page_number":86,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"cf39d4f0-c16c-4669-beb7-8aee7ca4478c","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":86,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"e8729699-4314-4902-93ea-573b7667c507","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":86,"box":{"x":60,"y":142,"width":839,"height":13}},{"id":"df0f6a62-e3cb-45ce-8950-0138379f7c7d","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":86,"box":{"x":60,"y":157,"width":774,"height":13}},{"id":"a2d27f8a-b16c-4aa4-82d8-a38c89ba6197","block_type":"box","text":"The Subsidiary will not be subject to U.S. federal income tax. The Subsidiary will, however, be considered a controlled foreign","page_number":86,"box":{"x":59,"y":184,"width":871,"height":12}},{"id":"c2c5d1c8-805d-436f-9043-6a5c7113da03","block_type":"box","text":"corporation, and the Fund will be required to include as income annually amounts earned by the Subsidiary during that year.","page_number":86,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"f1b0cfef-3110-4f81-a448-f533a65f6bba","block_type":"box","text":"The Fund will be subject to the distribution requirements described above on such Subsidiary income, whether or not the","page_number":86,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"49e62038-bb7c-4242-98b0-8bbc84278fcb","block_type":"box","text":"Subsidiary makes a distribution to the Fund during the taxable year. Based on final regulations issued by the IRS on which","page_number":86,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"c1fa5eab-5005-4dd8-a033-92606d5f1b80","block_type":"box","text":"taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with respect to the","page_number":86,"box":{"x":59,"y":244,"width":848,"height":13}},{"id":"14ecf5b7-6d11-4e7d-86dd-5655f3fc7b36","block_type":"box","text":"Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress enacts","page_number":86,"box":{"x":59,"y":259,"width":808,"height":13}},{"id":"4c4cfa0d-fc2a-46c9-9067-87694df32c7c","block_type":"box","text":"legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":86,"box":{"x":60,"y":274,"width":805,"height":13}},{"id":"3886220d-e6c3-4a87-b61e-1cedfedae86c","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":86,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"64496749-03ee-43c8-a1c4-9ee4995b462f","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":86,"box":{"x":59,"y":305,"width":832,"height":12}},{"id":"5119ab62-1212-490a-bd63-0a89c9ad58f9","block_type":"box","text":"circumstances.","page_number":86,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"d7b89572-2f89-4cb4-a8b4-c5acd133d896","block_type":"box","text":"In addition, the Fund’s income from the Subsidiary will be treated as ordinary income. If the Fund were able to invest directly","page_number":86,"box":{"x":60,"y":346,"width":870,"height":13}},{"id":"6ac41d3a-84c9-433d-839d-3fc2da4bbc22","block_type":"box","text":"in commodity-linked derivatives, its gains and losses would generally be treated as 60% long-term and 40% short-term gain","page_number":86,"box":{"x":60,"y":361,"width":870,"height":13}},{"id":"3f4f0135-eff6-4793-817a-42ad9e8b5d52","block_type":"box","text":"or loss, to the extent such derivatives are subject to the rules for Section 1256 futures contracts. See “Taxation of Certain","page_number":86,"box":{"x":59,"y":377,"width":844,"height":12}},{"id":"5aa8e023-0abe-4c5f-a04d-109de3df7b9d","block_type":"box","text":"Derivatives” below.","page_number":86,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"462fb61b-760e-4eb0-97d5-0f0442ef9c42","block_type":"box","text":"Excise Tax.","page_number":86,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"2488a8d2-146a-40ab-9ae3-11c6cda71bb7","block_type":"box","text":"The Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":86,"box":{"x":145,"y":418,"width":733,"height":12}},{"id":"6c691d91-b897-4655-8b97-9ef7cffb82bd","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":86,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"0f962dfb-2bf0-437b-911d-e1ca6391bc48","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":86,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"7923ad68-5808-45d1-9353-17c3fb5ddd92","block_type":"box","text":"gain net income retained by the Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":86,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"6bc71270-87fc-4152-b39c-3e4b6b61019e","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":86,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"03e0bdb3-de86-4e35-972f-614bc43ed171","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":86,"box":{"x":59,"y":494,"width":736,"height":12}},{"id":"b5939c49-78d3-4e0c-ae89-22d8a9516146","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":86,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"bf6aef9b-0a35-4bb5-af68-819d8194d1c2","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":86,"box":{"x":296,"y":520,"width":633,"height":12}},{"id":"4149d217-e26f-41b7-8241-b35a1255f392","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":86,"box":{"x":59,"y":535,"width":377,"height":13}},{"id":"1ee75387-0afc-43d6-af22-f2dcb44289c6","block_type":"box","text":"In the event that the Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":86,"box":{"x":60,"y":562,"width":845,"height":12}},{"id":"0a35a1c1-31e5-4657-a1cb-c673c830ba37","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":86,"box":{"x":59,"y":577,"width":671,"height":12}},{"id":"c7ef1ea9-a400-4ac6-b912-adc592ffcca2","block_type":"box","text":"The Fund did not have net capital loss carryforwards as of October 31, 2025, the tax year-end of the Fund.","page_number":86,"box":{"x":59,"y":603,"width":741,"height":13}},{"id":"add335db-21c1-44e0-b71d-efe9ed21e148","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":86,"box":{"x":58,"y":630,"width":216,"height":10}},{"id":"7e36e334-19c3-4cfa-a642-f07fe2956034","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":86,"box":{"x":288,"y":630,"width":597,"height":12}},{"id":"685cdea7-74c4-4e07-9bc6-76e336e86e59","block_type":"box","text":"Revenue Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or","page_number":86,"box":{"x":60,"y":645,"width":841,"height":12}},{"id":"40a1a19b-a9a8-4bc4-b588-0195cbd01788","block_type":"box","text":"distribution declared by the Fund in October, November or December of any calendar year and payable to shareholders of","page_number":86,"box":{"x":59,"y":660,"width":852,"height":12}},{"id":"54ac603c-eeb3-4a15-bbfb-8961a85c3bb8","block_type":"box","text":"record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of","page_number":86,"box":{"x":60,"y":675,"width":858,"height":12}},{"id":"dc9a016b-a30f-404e-a572-c3bd5b1b6e97","block_type":"box","text":"such calendar year and to have been paid by the Fund not later than such December 31, provided such dividend is actually","page_number":86,"box":{"x":59,"y":690,"width":857,"height":13}},{"id":"ddcc2633-85d6-4b44-bb3f-0011549d383c","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":86,"box":{"x":59,"y":705,"width":438,"height":13}},{"id":"b5186fe1-d2a5-439f-92f0-1599db523dd6","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":86,"box":{"x":59,"y":732,"width":854,"height":12}},{"id":"846438a4-a201-4a02-a4bc-8511af6fa293","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":86,"box":{"x":59,"y":747,"width":809,"height":12}},{"id":"fab0bb80-da90-4df2-b64e-60d841ee01f4","block_type":"box","text":"carryovers). However, if the Fund retains for investment an amount equal to all or a portion of its net long-term capital gains","page_number":86,"box":{"x":59,"y":762,"width":869,"height":12}},{"id":"dd1434d2-cee8-48f7-a18d-34c367b8d618","block_type":"box","text":"in excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a","page_number":86,"box":{"x":60,"y":777,"width":860,"height":13}},{"id":"db9dd80f-68bb-43f7-906f-97f40a1ca142","block_type":"box","text":"flat rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the","page_number":86,"box":{"x":59,"y":792,"width":824,"height":13}},{"id":"fa9a7e50-761e-419f-a02a-ffae4211ab52","block_type":"box","text":"applicable tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as","page_number":86,"box":{"x":59,"y":807,"width":840,"height":13}},{"id":"9b04de93-9c40-47ce-be34-62841f9899ab","block_type":"box","text":"undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income","page_number":86,"box":{"x":60,"y":823,"width":877,"height":12}},{"id":"0557554a-ecbb-403d-a646-56ada13464b9","block_type":"box","text":"tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit","page_number":86,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"0af883c7-0cac-4b94-8ff1-7b4fa6c71c47","block_type":"box","text":"their proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax","page_number":86,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"e1156617-7d7a-40ea-84b7-19355359f96c","block_type":"box","text":"liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to","page_number":86,"box":{"x":60,"y":868,"width":819,"height":12}},{"id":"774bc2cd-df3b-49f8-894a-5864a67c7fee","block_type":"box","text":"increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount","page_number":86,"box":{"x":60,"y":883,"width":871,"height":12}},{"id":"0213e64f-1f04-43ed-a0e8-dff804afb3e3","block_type":"box","text":"69","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"6750dac9-93d0-4dcd-9d20-60c22895d102","block_type":"box","text":"in clause (a) over the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital","page_number":87,"box":{"x":60,"y":67,"width":856,"height":12}},{"id":"7cef0f9e-7406-4212-8a0f-aec2342e5d47","block_type":"box","text":"gains will be entitled to a refund of their","page_number":87,"box":{"x":59,"y":82,"width":279,"height":12}},{"id":"3d7e2853-a0a7-4d4d-83ed-4969ca788e4f","block_type":"box","text":"pro rata","page_number":87,"box":{"x":342,"y":83,"width":55,"height":11}},{"id":"5f85a3b4-31a8-40ca-b1d5-5e296ade3e1c","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":87,"box":{"x":402,"y":82,"width":495,"height":12}},{"id":"b938505d-0713-426a-84da-4dd0c53f569e","block_type":"box","text":"claims for refund with the IRS.","page_number":87,"box":{"x":59,"y":97,"width":210,"height":10}},{"id":"8f49b10c-315f-4660-be76-8a4557b6baf7","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that the Fund reports as capital gains dividends are taxable as","page_number":87,"box":{"x":60,"y":123,"width":843,"height":13}},{"id":"b236942e-37eb-400b-80d5-68b04a24053d","block_type":"box","text":"long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the","page_number":87,"box":{"x":60,"y":138,"width":853,"height":13}},{"id":"fb43ab4b-4603-476a-a44b-afd2ffc33a98","block_type":"box","text":"Fund. All other dividends of the Fund (including dividends from short-term capital gains) from its current and accumulated","page_number":87,"box":{"x":60,"y":154,"width":862,"height":12}},{"id":"6c9f5717-1448-4e74-b1ce-3c1b38f8c918","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":87,"box":{"x":59,"y":169,"width":824,"height":12}},{"id":"c1966764-1a41-4e60-b538-3b73e7150f80","block_type":"box","text":"qualified dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non","page_number":87,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"69e7a3db-e4a8-4594-95c9-5554fafbafa2","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":87,"box":{"x":59,"y":199,"width":677,"height":12}},{"id":"542eec8d-33b1-472c-a4c6-6d0714af1c6f","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":87,"box":{"x":60,"y":225,"width":857,"height":13}},{"id":"c09ffa0b-342b-45b1-b470-43fdabb2f0c0","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":87,"box":{"x":59,"y":240,"width":847,"height":13}},{"id":"b7a6eb9e-6d49-4f9e-8c20-9b27b3f39253","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":87,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"1aae8cff-ebfd-4206-a4db-0f30e93e5032","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":87,"box":{"x":59,"y":271,"width":877,"height":12}},{"id":"2c3457f8-b2a0-44fe-b795-15c2ad7d6cfb","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":87,"box":{"x":59,"y":286,"width":840,"height":12}},{"id":"be5640f3-e920-4680-9c50-5de3e4274a3a","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":87,"box":{"x":59,"y":301,"width":864,"height":12}},{"id":"6b2cd6fa-a409-4c02-8969-e275a68a75c4","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":87,"box":{"x":59,"y":316,"width":559,"height":12}},{"id":"2066772e-e3a6-4d34-98a8-c48e7cf308b0","block_type":"box","text":"Distributions in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as","page_number":87,"box":{"x":60,"y":343,"width":870,"height":12}},{"id":"5d4b314e-2cf6-465e-84fd-9ecf9688f46d","block_type":"box","text":"a tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the","page_number":87,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"7814e617-09e6-4076-a6ba-45f7072641c7","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":87,"box":{"x":59,"y":373,"width":802,"height":12}},{"id":"b4fa193d-23ae-4d75-ac5a-8087b3b0fc11","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":87,"box":{"x":60,"y":388,"width":842,"height":12}},{"id":"845b9ad0-6a0a-47eb-8fac-759ca58c063d","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":87,"box":{"x":60,"y":403,"width":846,"height":12}},{"id":"5049b5dd-b1ab-4178-9f27-5b467e6d4e03","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":87,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"c364756b-6971-4eac-b829-52e06c4f6870","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":87,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"c27270ef-a11d-4664-9e7f-f57b119085f8","block_type":"box","text":"such amount. Dividends paid by the Fund that are attributable to dividends received by the Fund from domestic corporations","page_number":87,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"92df36b6-7bbe-4a38-b13f-d9ac3901bff5","block_type":"box","text":"may qualify for the federal dividends received deduction for corporations.","page_number":87,"box":{"x":60,"y":463,"width":511,"height":13}},{"id":"ad0fb628-af21-4493-9f46-3652ad6ba720","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":87,"box":{"x":59,"y":490,"width":854,"height":12}},{"id":"afd369db-93b8-4590-98df-ec371953697a","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":87,"box":{"x":59,"y":505,"width":858,"height":12}},{"id":"7b39a4d5-a3b3-4453-b7cf-4506d7b77d28","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":87,"box":{"x":59,"y":520,"width":268,"height":12}},{"id":"d89e5f4b-0ec6-4ad7-b1ad-05314ad6d916","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":87,"box":{"x":60,"y":547,"width":851,"height":12}},{"id":"0e264083-1405-4e43-83e6-069f11e6b54e","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":87,"box":{"x":59,"y":562,"width":865,"height":12}},{"id":"90a2e9ac-5b89-49a1-82f0-f152860d5824","block_type":"box","text":"may nevertheless be taxable to them. If the Fund is the holder of record of any security on the record date for any dividends","page_number":87,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"e3cf0e25-fd5d-4fa4-9999-d5adce14f24b","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":87,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"d42eef64-c046-493a-8b3e-569474e1db80","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":87,"box":{"x":60,"y":607,"width":698,"height":12}},{"id":"c63dab1a-3f62-4d04-a63c-b97fdd8af34e","block_type":"box","text":"i.e.","page_number":87,"box":{"x":759,"y":608,"width":18,"height":9}},{"id":"ddd85b1e-bddb-42b3-93fe-87d2bb2a0e16","block_type":"box","text":", the date on which a","page_number":87,"box":{"x":779,"y":607,"width":146,"height":11}},{"id":"2204a8b9-6a49-420f-b9c9-4f80f74f7e74","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":87,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"cf0e3ed7-67f2-44f8-9021-3f596bec110f","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends","page_number":87,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"9a429198-792d-447f-a2d9-f3932175ae70","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":87,"box":{"x":60,"y":652,"width":861,"height":13}},{"id":"618c7812-c835-4bff-bd2f-24ea012a491f","block_type":"box","text":"In certain situations, the Fund may, for a taxable year, defer all or a portion of its net capital loss (or if there is no net capital","page_number":87,"box":{"x":60,"y":679,"width":858,"height":12}},{"id":"1c184ba8-8e51-4757-8578-936cfa23eff3","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":87,"box":{"x":60,"y":694,"width":859,"height":12}},{"id":"c5948c6a-7bad-4791-b0ba-e8f50c05854a","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":87,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"9e562e2d-971b-4a81-9165-8ed8dddca1bc","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":87,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"4b930744-0acb-4d59-b58d-45a4da11bd9f","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":87,"box":{"x":60,"y":739,"width":844,"height":13}},{"id":"ad76e744-b311-4051-bc98-bb60f5d5f263","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":87,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"3ea72811-e60c-45ad-9d4a-502a797fe075","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":87,"box":{"x":60,"y":770,"width":504,"height":12}},{"id":"06e340df-476b-4771-935d-0fbc83256cd5","block_type":"box","text":"Sales of Shares.","page_number":87,"box":{"x":59,"y":796,"width":112,"height":10}},{"id":"db2d5750-a5a3-4096-9714-d5b876c45105","block_type":"box","text":"Upon the sale or exchange of shares of the Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":87,"box":{"x":181,"y":796,"width":757,"height":12}},{"id":"ea52792a-7b80-4433-958b-ce22eed63392","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by the","page_number":87,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"bc5fcbc4-4d3f-473b-9f71-66b64201d701","block_type":"box","text":"Fund will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital","page_number":87,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"edd4bea9-b8f6-4cee-ae56-d2313f2b7ebe","block_type":"box","text":"assets in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and","page_number":87,"box":{"x":59,"y":841,"width":867,"height":13}},{"id":"f615689f-1fbe-45f8-b72c-1f34ccef22fe","block_type":"box","text":"short-term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be","page_number":87,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"65bdab4f-26ad-4937-b1f8-51d4ffe0c572","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":87,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"3fc38d5a-3a7c-4456-82e4-a94034a31283","block_type":"box","text":"capital gains distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period","page_number":87,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"54e28060-6808-4e4b-866d-300a55139068","block_type":"box","text":"70","page_number":87,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"23fa2c67-0aed-4c73-8015-79da7b291a79","block_type":"box","text":"beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares","page_number":88,"box":{"x":60,"y":67,"width":828,"height":12}},{"id":"c1a5fd5c-1e83-4c8e-996c-87e641d6f559","block_type":"box","text":"acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by","page_number":88,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"8101a935-8b79-4553-8767-b95d47d261d9","block_type":"box","text":"the shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the","page_number":88,"box":{"x":59,"y":97,"width":859,"height":12}},{"id":"c6d77ecf-1eca-4485-ab89-f22de0974717","block_type":"box","text":"extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to","page_number":88,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"4738bd1b-f9a3-49df-b58f-a845c2135142","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":88,"box":{"x":59,"y":127,"width":672,"height":12}},{"id":"d2fb2636-0efd-4ac2-9ced-a634da2d2744","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of those shares within 90 days and then, on or","page_number":88,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"60b5500f-3664-4a68-aee0-a19327e07790","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":88,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"e3a30071-e35a-48fc-926c-9ccb2cc3c7d8","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":88,"box":{"x":59,"y":184,"width":368,"height":12}},{"id":"90bc8576-b2ed-4180-9490-93fa939b58a9","block_type":"box","text":"e.g.","page_number":88,"box":{"x":429,"y":187,"width":22,"height":9}},{"id":"111d4ef2-38d0-464f-96a7-bffdb9d3f837","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":88,"box":{"x":454,"y":184,"width":462,"height":12}},{"id":"74fea33c-5baf-4c0d-a3e7-ab309af3b242","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":88,"box":{"x":60,"y":199,"width":874,"height":12}},{"id":"a0dea0cd-4710-4a1a-8923-7c4e32983a51","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":88,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"95637f38-ea46-40f5-83c3-aa29722bb92d","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":88,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"83224f82-6406-4933-b1e4-95520e222b87","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":88,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"62743e02-dd3e-4dcf-8738-4a4873b139da","block_type":"box","text":"mutual funds.","page_number":88,"box":{"x":60,"y":259,"width":96,"height":10}},{"id":"103e25b0-2640-4984-878b-3f7fcb621c70","block_type":"box","text":"Backup Withholding.","page_number":88,"box":{"x":60,"y":286,"width":149,"height":12}},{"id":"efc7ad35-a7db-418a-a533-f8433f08a12c","block_type":"box","text":"In certain cases, the Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury","page_number":88,"box":{"x":219,"y":286,"width":685,"height":12}},{"id":"77739d1d-f984-43fe-8e87-a398a11833c8","block_type":"box","text":"such amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer","page_number":88,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"cf3007b9-7121-40b0-a55b-56620916ba7f","block_type":"box","text":"identification number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to the Fund that such","page_number":88,"box":{"x":60,"y":316,"width":807,"height":12}},{"id":"b8bd1820-edee-4ff1-a690-16fa2fcdeb7d","block_type":"box","text":"shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a","page_number":88,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"aa7e55bc-549f-4a9c-b0af-9e56646725d5","block_type":"box","text":"U.S. resident alien). Backup withholding is not an additional tax and any amount withheld may be credited against a","page_number":88,"box":{"x":60,"y":346,"width":810,"height":13}},{"id":"4e66c3a3-a9b5-4e7c-874c-efad35d52cc5","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":88,"box":{"x":59,"y":361,"width":314,"height":13}},{"id":"5551e6cd-d37e-456d-ab25-848f71eda31b","block_type":"box","text":"Sections 351 and 362.","page_number":88,"box":{"x":59,"y":388,"width":159,"height":10}},{"id":"298193ed-afae-4011-a40f-2df1909446c3","block_type":"box","text":"The Trust, on behalf of the Fund, has the right to reject an order for a purchase of shares of the Fund","page_number":88,"box":{"x":227,"y":388,"width":704,"height":12}},{"id":"b589a606-b047-41e9-b3f8-7f92c710a643","block_type":"box","text":"if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding","page_number":88,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"14ab0252-c772-4c6e-81ad-315c5b6ce4c6","block_type":"box","text":"shares of the Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, the Fund would have a basis in the","page_number":88,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"b96bb094-d282-4118-b693-43ad7f4f3884","block_type":"box","text":"securities different from the market value of such securities on the date of deposit. If the Fund’s basis in such securities on","page_number":88,"box":{"x":59,"y":433,"width":854,"height":13}},{"id":"a9adc641-3432-4122-b0a5-aedc2d09ec2d","block_type":"box","text":"the date of deposit was less than market value on such date, the Fund, upon disposition of the securities, would recognize","page_number":88,"box":{"x":59,"y":448,"width":854,"height":13}},{"id":"aaf25fac-64fc-4155-8f15-4d57156c1354","block_type":"box","text":"more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated","page_number":88,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"c14d1ae7-55ca-4806-af42-69f7992a55ac","block_type":"box","text":"that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting the order could","page_number":88,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"3ef0d2ee-0368-40b2-b15a-620f2b54637b","block_type":"box","text":"result in material adverse tax consequences to the Fund or its shareholders. The Trust also has the right to require","page_number":88,"box":{"x":60,"y":494,"width":796,"height":12}},{"id":"6ce2840c-ec2a-4483-a0b2-a3d439ace32a","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":88,"box":{"x":60,"y":509,"width":723,"height":12}},{"id":"f21b3e8f-e3a6-4b85-9b2e-e1673d49f407","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":88,"box":{"x":58,"y":535,"width":225,"height":10}},{"id":"943b675c-e3af-4730-b56b-9d7d1dea83e0","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":88,"box":{"x":292,"y":535,"width":628,"height":13}},{"id":"863322ac-9d40-4d6a-b0ac-d86306a95f61","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":88,"box":{"x":59,"y":550,"width":866,"height":13}},{"id":"bac6a320-e551-4aa3-ae37-887f05728223","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":88,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"a83d7ea3-d3fe-4f90-bc94-2e67c78690de","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":88,"box":{"x":59,"y":581,"width":790,"height":12}},{"id":"0f228eb4-c585-4f42-aca0-00667cb5fde0","block_type":"box","text":"i.e.","page_number":88,"box":{"x":850,"y":582,"width":17,"height":8}},{"id":"371e2021-c394-4240-9236-1df706aa52ae","block_type":"box","text":", may","page_number":88,"box":{"x":870,"y":584,"width":37,"height":9}},{"id":"b2580fc7-a616-490c-9f13-d349b3d7c59a","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":88,"box":{"x":59,"y":596,"width":857,"height":12}},{"id":"df443fc4-d555-4d95-82b1-d46e0aec2516","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":88,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"725957eb-a852-4e1a-95b1-6193a7c12cd7","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":88,"box":{"x":60,"y":626,"width":621,"height":12}},{"id":"577fc4ce-edc7-48e1-aac0-53eb281d33e0","block_type":"box","text":"i.e.","page_number":88,"box":{"x":682,"y":627,"width":18,"height":9}},{"id":"5bba7f60-beec-48ec-924b-308335e6d466","block_type":"box","text":", treat them as if they were closed","page_number":88,"box":{"x":702,"y":626,"width":235,"height":12}},{"id":"8cf3eaec-9751-4c1a-acea-c0cb09a6c589","block_type":"box","text":"out at the end of each year) and (b) may cause the Fund to recognize income without receiving cash with which to pay","page_number":88,"box":{"x":59,"y":641,"width":834,"height":12}},{"id":"0087f32f-8e50-4481-b297-063e735b695a","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":88,"box":{"x":59,"y":656,"width":876,"height":13}},{"id":"0b389b6e-0d46-4da7-ae8f-c981bd9f2dc4","block_type":"box","text":"taxes. The Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":88,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"d6007daa-3b52-4246-9493-9fb79cd5dbc3","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":88,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"b18cdb9f-731e-4597-8305-fe96e7515816","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":88,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"6bc7f0ae-6fab-44d6-a896-0c9bce34feaa","block_type":"box","text":"The Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":88,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"b412e531-31ba-41aa-9ac2-6e9c54c9c9e8","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":88,"box":{"x":59,"y":743,"width":854,"height":12}},{"id":"39cfc6eb-8721-4ffd-8bcd-2eae2deffe80","block_type":"box","text":"Section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and","page_number":88,"box":{"x":59,"y":758,"width":855,"height":13}},{"id":"da176f3a-536c-4c8c-9c62-8e82fb2f1f7b","block_type":"box","text":"any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its","page_number":88,"box":{"x":59,"y":773,"width":860,"height":13}},{"id":"94489197-b8f3-4ccc-9851-42832e22ae0c","block_type":"box","text":"fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by","page_number":88,"box":{"x":59,"y":788,"width":859,"height":13}},{"id":"c88ae5a7-768d-471b-bec3-f18fd421aa04","block_type":"box","text":"the Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as","page_number":88,"box":{"x":59,"y":804,"width":831,"height":12}},{"id":"93b56cbd-e4b9-491c-b2ac-fffd7e2cad4a","block_type":"box","text":"capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will","page_number":88,"box":{"x":59,"y":819,"width":867,"height":12}},{"id":"913e2d5f-5d64-482b-b29f-11e14f761899","block_type":"box","text":"be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or","page_number":88,"box":{"x":60,"y":834,"width":845,"height":12}},{"id":"28a63d05-85ba-4b74-b27c-2cef567acb08","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":88,"box":{"x":60,"y":849,"width":570,"height":12}},{"id":"834d7e32-6f10-44dc-897c-fd205e511e9d","block_type":"box","text":"71","page_number":88,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"2bf585f8-0474-450e-8ee3-31c857b712ba","block_type":"box","text":"As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or","page_number":89,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"5c209ab5-8503-478d-b308-a464cbc003c1","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":89,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"3d74c41f-3567-4892-b40d-65f98b60b8d0","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":89,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"613b47b4-e390-4c3f-ab46-9ce4958140cb","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to the swap","page_number":89,"box":{"x":59,"y":112,"width":869,"height":12}},{"id":"23d62eb4-aaa4-4f3b-82c1-cab04ec4c967","block_type":"box","text":"for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or","page_number":89,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"bd3e6826-efdb-4f02-a484-57209d7087dd","block_type":"box","text":"loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":89,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"55c2bfa5-4de4-47f1-b9f5-533d21241e72","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":89,"box":{"x":59,"y":157,"width":369,"height":13}},{"id":"fc1d8056-c91b-47e0-ab2b-a876e861778c","block_type":"box","text":"Qualified Dividend Income.","page_number":89,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"455545e1-d25e-486c-865d-80badf99fb8c","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":89,"box":{"x":265,"y":184,"width":641,"height":12}},{"id":"980e1c26-7f1e-4c56-b8d4-902e50730782","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":89,"box":{"x":59,"y":199,"width":862,"height":12}},{"id":"1c56be3c-dd96-4b1d-9555-3ca9ad2d49cb","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent the Fund receives qualified dividend income on the","page_number":89,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"0a7a0324-b23d-43b3-9741-fd80b0e61521","block_type":"box","text":"securities it holds and the Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":89,"box":{"x":59,"y":229,"width":876,"height":12}},{"id":"11578db5-80ef-407b-8515-d2b69c03e4f4","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from a U.S. REIT) and certain non-U.S. corporations (","page_number":89,"box":{"x":59,"y":244,"width":838,"height":13}},{"id":"f4e383d5-533f-4582-82a2-fd7960686b31","block_type":"box","text":"e.g.","page_number":89,"box":{"x":898,"y":247,"width":23,"height":10}},{"id":"0985ef9b-687f-49e0-89fc-e3f74161835e","block_type":"box","text":",","page_number":89,"box":{"x":923,"y":252,"width":2,"height":4}},{"id":"20d747a4-a8e4-47cf-b566-787d2f8ccc7e","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":89,"box":{"x":60,"y":259,"width":872,"height":13}},{"id":"65f85f52-83f6-464e-bb44-08079d0c4853","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":89,"box":{"x":59,"y":274,"width":849,"height":13}},{"id":"c7bfa272-0a2f-41c5-9324-9d197557df8d","block_type":"box","text":"U.S. (where the dividends are paid with respect to such stock)). Substitute payments received by the Fund for securities lent","page_number":89,"box":{"x":60,"y":290,"width":865,"height":12}},{"id":"c7134063-3f4d-4eae-ab11-47cd1718b162","block_type":"box","text":"out by the Fund will not be qualified dividend income.","page_number":89,"box":{"x":59,"y":305,"width":375,"height":12}},{"id":"28029d4d-de21-4535-98e8-cdb470da88ee","block_type":"box","text":"A dividend from the Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":89,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"dfccf39a-813b-4d15-a29e-7ea760e295a3","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":89,"box":{"x":59,"y":346,"width":838,"height":13}},{"id":"51d9ead2-50f0-4423-85be-eeab9a777a6d","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or the Fund fails to satisfy those","page_number":89,"box":{"x":60,"y":361,"width":837,"height":13}},{"id":"b8682bec-563d-4275-8014-eeba8017f717","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":89,"box":{"x":60,"y":377,"width":865,"height":12}},{"id":"feb4c30c-d406-475f-bb4a-e883190475dd","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":89,"box":{"x":60,"y":392,"width":860,"height":12}},{"id":"7cbd6f9b-8d21-44cc-959f-d20f98f3519e","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) the Fund or the","page_number":89,"box":{"x":59,"y":407,"width":861,"height":12}},{"id":"5fab370c-52f0-40f4-a671-a4fc812e7f71","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":89,"box":{"x":59,"y":422,"width":872,"height":12}},{"id":"0c3ffacd-5341-445f-a665-2d39e1674617","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":89,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"ac40a799-64af-4c7a-9ebc-bb21a59b59d7","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by the Fund from a REIT or another RIC may be","page_number":89,"box":{"x":59,"y":452,"width":827,"height":12}},{"id":"da899459-3399-4464-a53b-b2ee5daf2ec3","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":89,"box":{"x":59,"y":467,"width":823,"height":13}},{"id":"3b1e1c77-e05b-4106-a5db-0dea376f28f5","block_type":"box","text":"income received by such REIT or other RIC. It is expected that dividends received by the Fund from a REIT and distributed to a","page_number":89,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"aa0541b1-9953-4e8a-b314-e4602c8f52c6","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":89,"box":{"x":59,"y":497,"width":843,"height":13}},{"id":"77e7f36d-77f6-44d2-ac2e-69cf55d5acb6","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":89,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"5f2a4bc0-0da9-4ac2-84f2-500c639fa246","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":89,"box":{"x":60,"y":528,"width":876,"height":12}},{"id":"7fe83701-0863-4c1f-b863-76559ffd099b","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":89,"box":{"x":60,"y":543,"width":832,"height":12}},{"id":"c0ce94d9-6985-4b60-98a6-b172371cc4b1","block_type":"box","text":"applicable holding period requirements. Distributions by the Fund of its net short-term capital gains will be taxable as","page_number":89,"box":{"x":59,"y":558,"width":822,"height":12}},{"id":"5eb7392b-fbab-434a-99fe-49a7f42eb7ad","block_type":"box","text":"ordinary income.","page_number":89,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"4f51830b-318e-4e7f-b437-d3f9163dfce4","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":89,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"ed1dd616-cb20-4ec9-b01c-a54111257502","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":89,"box":{"x":369,"y":600,"width":533,"height":12}},{"id":"3e4ac42f-5ac8-43b8-ab69-055274d9d981","block_type":"box","text":"Fund from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day","page_number":89,"box":{"x":60,"y":615,"width":814,"height":12}},{"id":"d79dde93-af74-4e91-8605-bb53f6ff8eaf","block_type":"box","text":"minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding","page_number":89,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"de9ada08-920a-4984-a1ce-23305b050274","block_type":"box","text":"period during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk","page_number":89,"box":{"x":59,"y":645,"width":870,"height":12}},{"id":"303e1939-8e9d-4de4-bc5b-4943ba5fe8f7","block_type":"box","text":"of loss may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to","page_number":89,"box":{"x":59,"y":660,"width":863,"height":12}},{"id":"c860aa33-441e-4e2a-9734-8af42ad4812a","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":89,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"b0ffc0fc-470a-4264-9342-84aae3e2f23a","block_type":"box","text":"to the investment.","page_number":89,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"1553341d-a94d-4264-90ab-399157b9942e","block_type":"box","text":"Excess Inclusion Income.","page_number":89,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"ced2c0d1-aa10-4963-8029-f02e474e0ca4","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":89,"box":{"x":249,"y":717,"width":651,"height":12}},{"id":"e5c8ac04-8bf8-4e62-a548-9920c4353932","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":89,"box":{"x":60,"y":732,"width":878,"height":12}},{"id":"a83899bb-1fc0-48ce-97ce-31aaed3a5df7","block_type":"box","text":"virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt","page_number":89,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"fc033b18-f093-4b69-a90e-a6bd39f62085","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the","page_number":89,"box":{"x":59,"y":762,"width":840,"height":12}},{"id":"2550bd30-1e49-4623-a831-5e1b205a7007","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":89,"box":{"x":60,"y":777,"width":845,"height":13}},{"id":"e6c99ad2-63de-48bd-836a-973aaf100982","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":89,"box":{"x":60,"y":792,"width":837,"height":13}},{"id":"eb18dfc8-65dd-4c07-a428-145ab6da4163","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":89,"box":{"x":60,"y":807,"width":836,"height":13}},{"id":"a3c3a92b-25b5-4ef0-9079-4e8ed6f79cb3","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":89,"box":{"x":60,"y":823,"width":867,"height":12}},{"id":"82816e72-464a-487c-9b5e-43d531ec280e","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":89,"box":{"x":60,"y":838,"width":785,"height":12}},{"id":"b998eea4-6be4-45e0-8c2f-768c6e9fee85","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":89,"box":{"x":59,"y":853,"width":773,"height":12}},{"id":"93ad1659-ab13-4a2e-b3da-441970bfabac","block_type":"box","text":"72","page_number":89,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"c38ca9f1-297e-4b5c-b4fd-6e3d90f7dbd2","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":90,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"342f7a0d-1240-4f5c-8d3e-42966867ecad","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":90,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"19923b09-d0df-48cb-9b7a-f2cf0aa34059","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":90,"box":{"x":61,"y":97,"width":367,"height":12}},{"id":"37379b84-5c42-415f-b308-b3cbc1695f1d","block_type":"box","text":"The Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but the Fund may not","page_number":90,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"1fb9a948-339d-4b3d-9748-aee10ce1d8a7","block_type":"box","text":"always be successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or","page_number":90,"box":{"x":59,"y":138,"width":831,"height":13}},{"id":"92cc5191-b52e-43d8-85e6-bca6e5520530","block_type":"box","text":"because a REIT may change its investment program, the Fund may not be successful in avoiding the consequences described","page_number":90,"box":{"x":60,"y":154,"width":877,"height":12}},{"id":"a0eec7bc-1e32-485b-a98b-c7ab841c7045","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":90,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"568f7237-a93e-4192-bebf-c832eb00755c","block_type":"box","text":"attractive investment opportunities.","page_number":90,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"58747ee3-a448-4084-9927-e8476b84a140","block_type":"box","text":"Non-U.S. Investments.","page_number":90,"box":{"x":60,"y":211,"width":158,"height":9}},{"id":"b20b969f-03dd-4cf1-bbbd-3477988146ba","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":90,"box":{"x":228,"y":210,"width":656,"height":13}},{"id":"8ee5e2d9-fbe5-446b-bc67-22f005188d66","block_type":"box","text":"exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a","page_number":90,"box":{"x":59,"y":225,"width":855,"height":13}},{"id":"b4fc32a6-ab39-4741-8c51-27efc2b5293a","block_type":"box","text":"non-U.S. currency and the time the Fund actually collects such income or pays such liabilities are generally treated as","page_number":90,"box":{"x":60,"y":240,"width":819,"height":13}},{"id":"5a4255bf-497a-4e9e-866b-eca2ec07e145","block_type":"box","text":"ordinary income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988","page_number":90,"box":{"x":59,"y":256,"width":853,"height":12}},{"id":"5c29c976-1435-4745-970c-445d807ae86a","block_type":"box","text":"gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":90,"box":{"x":59,"y":271,"width":871,"height":12}},{"id":"bc0688ba-d1f9-432e-beb5-89b295504e59","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":90,"box":{"x":60,"y":286,"width":829,"height":12}},{"id":"04daca61-6110-4a02-af09-eafd8e83f0cc","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":90,"box":{"x":59,"y":301,"width":824,"height":12}},{"id":"9a82cdc2-0224-4f07-b179-694d4324bf4e","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":90,"box":{"x":59,"y":316,"width":841,"height":12}},{"id":"7eedbd37-707f-4938-9e58-3b55605d542d","block_type":"box","text":"unless the Fund were to elect otherwise.","page_number":90,"box":{"x":60,"y":331,"width":281,"height":10}},{"id":"8312dbf5-950f-40c2-81ff-5b69c1e4587c","block_type":"box","text":"The Fund may be subject to non-U.S. income taxes withheld at the source. The Fund, if permitted to do so, may elect to","page_number":90,"box":{"x":59,"y":358,"width":837,"height":12}},{"id":"66a5792d-0fcc-4af0-a782-5d0beaba3088","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":90,"box":{"x":59,"y":373,"width":826,"height":12}},{"id":"54646b41-7445-4d92-8935-4b6cafe6ccbc","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":90,"box":{"x":59,"y":388,"width":854,"height":12}},{"id":"c1c8ccb2-f30d-4515-b995-e5808571b606","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":90,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"698b20a3-cead-4d60-8c30-dcf39505653d","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":90,"box":{"x":59,"y":418,"width":645,"height":12}},{"id":"cdda1406-9dde-4735-84c3-d9e66db8fb81","block_type":"box","text":"pro rata","page_number":90,"box":{"x":708,"y":419,"width":56,"height":11}},{"id":"cd843d11-df0c-497b-b790-c1aecce6a1b9","block_type":"box","text":"share of the Fund’s","page_number":90,"box":{"x":769,"y":418,"width":133,"height":10}},{"id":"be324a21-7da3-448d-9389-085626f2d55b","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":90,"box":{"x":60,"y":433,"width":840,"height":13}},{"id":"d92ca2fc-fd0f-443d-a4d4-6390cdfc2a88","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":90,"box":{"x":59,"y":448,"width":722,"height":13}},{"id":"19e0bfb8-e71f-4b3b-a592-1a093bd92642","block_type":"box","text":"pro rata","page_number":90,"box":{"x":785,"y":450,"width":56,"height":11}},{"id":"af729e1b-0016-4579-b3cb-1314637e27f1","block_type":"box","text":"share of the","page_number":90,"box":{"x":846,"y":448,"width":82,"height":10}},{"id":"3b658fd6-3028-49c8-ac80-2decd8535784","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":90,"box":{"x":60,"y":463,"width":876,"height":13}},{"id":"8dc9c9a3-f724-48c6-b533-48435e449779","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":90,"box":{"x":60,"y":479,"width":877,"height":12}},{"id":"6462c5d1-c0b3-497c-9dc4-9a2d99aeb0a9","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in the Fund in a year that the Fund elects to “pass","page_number":90,"box":{"x":59,"y":494,"width":856,"height":12}},{"id":"467953c9-295c-4877-9344-f77503436ad8","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":90,"box":{"x":59,"y":509,"width":855,"height":12}},{"id":"83aa4709-236c-497b-ac1e-cb209576d079","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":90,"box":{"x":60,"y":524,"width":875,"height":12}},{"id":"6029932e-881a-469c-bb01-3849525525fa","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":90,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"d5dc8b2f-ca34-4f63-b0c6-1743a2a94200","block_type":"box","text":"non-U.S. taxes paid by the Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from","page_number":90,"box":{"x":60,"y":554,"width":850,"height":13}},{"id":"a4974d7d-b46d-4a5b-b677-4ef8b583e0af","block_type":"box","text":"non-U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain","page_number":90,"box":{"x":60,"y":569,"width":808,"height":13}},{"id":"d47ec1a8-8a10-4583-b6db-15da64e06f6f","block_type":"box","text":"limitations will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned","page_number":90,"box":{"x":60,"y":584,"width":841,"height":13}},{"id":"03104e0e-c4b0-4fbe-9597-f657ae04a934","block_type":"box","text":"pursuant to securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by the","page_number":90,"box":{"x":59,"y":600,"width":863,"height":12}},{"id":"f9c0546f-11b6-40c2-b0be-e04fa141daac","block_type":"box","text":"Fund or to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale","page_number":90,"box":{"x":60,"y":615,"width":878,"height":12}},{"id":"c3b751b5-7d37-4151-94ef-9da4d83bc3ed","block_type":"box","text":"with respect to shares of the Fund, substitute payments made to the lender of such shares may not be deductible under","page_number":90,"box":{"x":59,"y":630,"width":840,"height":12}},{"id":"6d193bcb-3db0-43db-8ea3-4d11c491bbe4","block_type":"box","text":"certain circumstances. Consult your financial intermediary or tax advisor.","page_number":90,"box":{"x":59,"y":645,"width":510,"height":12}},{"id":"4b06013c-71d7-4d40-800c-37a02edc6a78","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":90,"box":{"x":60,"y":672,"width":283,"height":12}},{"id":"f252f2fe-e785-4d1a-8081-0d2915e45379","block_type":"box","text":"If the Fund purchases shares in PFICs, it may be subject to U.S. federal income tax","page_number":90,"box":{"x":353,"y":671,"width":571,"height":13}},{"id":"84acad22-1a34-4834-9018-ea7f2d585fcd","block_type":"box","text":"on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":90,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"a250fd1c-6f32-4ba4-89c4-63ebb0e2a58a","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in","page_number":90,"box":{"x":59,"y":702,"width":869,"height":12}},{"id":"c0c894b6-d69e-4f40-8d2c-04a52706e48a","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":90,"box":{"x":60,"y":717,"width":454,"height":12}},{"id":"039a0b9f-5460-4a18-99be-dc52303281fd","block_type":"box","text":"If the Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code,","page_number":90,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"e55216cc-56b6-4e04-a081-934a96fc2d93","block_type":"box","text":"in lieu of the foregoing requirements, the Fund might be required to include in income each year a portion of the ordinary","page_number":90,"box":{"x":60,"y":758,"width":849,"height":13}},{"id":"28702f7d-b6d7-4f90-9c84-bc0a698340fe","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be","page_number":90,"box":{"x":59,"y":773,"width":870,"height":13}},{"id":"775e1acd-d8be-43f9-91b8-0899813d0737","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, the Fund would","page_number":90,"box":{"x":59,"y":788,"width":867,"height":13}},{"id":"10e201d3-a1cf-4e11-bba7-16c70f1339bc","block_type":"box","text":"be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":90,"box":{"x":60,"y":804,"width":853,"height":12}},{"id":"6e46efe5-41ef-4bc0-bba8-5dfec528689f","block_type":"box","text":"obtain.","page_number":90,"box":{"x":59,"y":819,"width":47,"height":9}},{"id":"faaeadd3-62f0-4401-8daf-60cfb0fd33e2","block_type":"box","text":"Alternatively, the Fund may make a mark-to-market election that would result in the Fund being treated as if it had sold and","page_number":90,"box":{"x":59,"y":845,"width":867,"height":13}},{"id":"5bba71fb-3211-4d49-a9f7-c88cfe0551f3","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income","page_number":90,"box":{"x":60,"y":860,"width":854,"height":13}},{"id":"3a4e96a4-d64b-4dbc-95e0-5c4e556bc02d","block_type":"box","text":"and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":90,"box":{"x":59,"y":875,"width":878,"height":13}},{"id":"04fa92af-f8af-482f-bfae-be588031fae6","block_type":"box","text":"73","page_number":90,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"4dc66bfd-c41c-4d48-95d6-bf9a2a7cb60e","block_type":"box","text":"separately for each PFIC owned by the Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":91,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"b734aa12-26f7-4d4a-bfd6-35825d551638","block_type":"box","text":"revoked with the consent of the IRS. By making the election, the Fund could potentially ameliorate the adverse tax","page_number":91,"box":{"x":60,"y":82,"width":797,"height":12}},{"id":"ef9d6365-17b4-4c5a-8e34-d83bafb4f63b","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":91,"box":{"x":59,"y":97,"width":830,"height":12}},{"id":"2305942d-a41e-4c17-b302-d03bdf8d9a9b","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. The Fund may","page_number":91,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"53721adf-015e-4e91-ba55-6893bbaed3ae","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":91,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"85f3d7d1-8276-47eb-b732-9a586e39bee9","block_type":"box","text":"4% excise tax.","page_number":91,"box":{"x":59,"y":143,"width":99,"height":9}},{"id":"25c51104-09ac-437c-8497-e09d83350a44","block_type":"box","text":"The Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":91,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"93094e1d-5558-4fd4-b2dc-d50a53a3afea","block_type":"box","text":"effects of these rules.","page_number":91,"box":{"x":59,"y":184,"width":147,"height":9}},{"id":"7182ebc3-ff64-449f-ac30-5ee939a12e03","block_type":"box","text":"Reporting.","page_number":91,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"6c5d3fd5-4f4b-49c5-b74c-6601b5586f2b","block_type":"box","text":"If a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual","page_number":91,"box":{"x":143,"y":210,"width":735,"height":13}},{"id":"73f93b22-194c-4575-a566-4b1157892885","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":91,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"ea600e79-8a74-4277-8357-2c0d9bb1e1b0","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":91,"box":{"x":59,"y":240,"width":856,"height":13}},{"id":"81336482-d99f-44a0-b2cd-a349ad2bccf3","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":91,"box":{"x":60,"y":256,"width":797,"height":12}},{"id":"05335958-0522-43d8-afae-b55355447b19","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":91,"box":{"x":60,"y":271,"width":850,"height":12}},{"id":"a03c6ff7-85f2-4e53-b0a5-224805fc5447","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":91,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"fbb450dd-1f8a-4d8d-b53e-fe471b6ffa03","block_type":"box","text":"Other Taxes.","page_number":91,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"14aed8ee-67e0-40eb-8403-ef029a5fb325","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":91,"box":{"x":158,"y":312,"width":759,"height":13}},{"id":"2c2ea8cf-ff0d-4e5e-9849-717d0495d4cd","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":91,"box":{"x":59,"y":327,"width":413,"height":13}},{"id":"dd289708-0388-45de-8edb-6425ff141ce4","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":91,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"cd0b6458-396c-49eb-a303-a841cab6582c","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":91,"box":{"x":321,"y":354,"width":534,"height":12}},{"id":"5d6d4fe1-9bde-4268-a8fc-4c9a4b18bc7f","block_type":"box","text":"withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from","page_number":91,"box":{"x":59,"y":369,"width":828,"height":12}},{"id":"4989c779-4543-45c4-853a-64a975b8fbdc","block_type":"box","text":"investment income and short-term capital gains. Dividends paid by the Fund from net tax-exempt income or long-term","page_number":91,"box":{"x":60,"y":384,"width":834,"height":12}},{"id":"e3c2aa45-18b9-4f04-b454-862c20320a13","block_type":"box","text":"capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S.","page_number":91,"box":{"x":59,"y":399,"width":857,"height":13}},{"id":"a2214f25-f61b-4759-af61-9e5567056d25","block_type":"box","text":"shareholder will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits","page_number":91,"box":{"x":59,"y":414,"width":839,"height":13}},{"id":"3852fe3a-dc47-4663-a4b8-6e0a3293b3a1","block_type":"box","text":"under a treaty. The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS","page_number":91,"box":{"x":60,"y":429,"width":860,"height":13}},{"id":"b957d9fa-f31d-42c1-a47e-7718c935986c","block_type":"box","text":"Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or","page_number":91,"box":{"x":60,"y":445,"width":853,"height":12}},{"id":"4d18d4d2-6b11-4caf-8112-fdc70899c945","block_type":"box","text":"business within the U.S. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non","page_number":91,"box":{"x":60,"y":460,"width":862,"height":12}},{"id":"4dede19e-c494-4b2c-98ac-b912d0a032cc","block_type":"box","text":"U.S. shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be","page_number":91,"box":{"x":60,"y":475,"width":829,"height":12}},{"id":"058d15f3-3b88-4043-9b07-12b6df93a582","block_type":"box","text":"subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to","page_number":91,"box":{"x":59,"y":490,"width":872,"height":12}},{"id":"4cabefe8-d910-437f-a2de-6f21743a5f2f","block_type":"box","text":"provide an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the","page_number":91,"box":{"x":59,"y":505,"width":844,"height":12}},{"id":"b1cfc5d6-cbed-493a-b96b-46373ccf7c28","block_type":"box","text":"appropriate rate.","page_number":91,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"2aedf5ae-12b4-46a8-b3ef-372f67099361","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":91,"box":{"x":60,"y":547,"width":860,"height":12}},{"id":"24d059ac-927e-4e88-b699-b59ca5b61487","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":91,"box":{"x":60,"y":562,"width":827,"height":12}},{"id":"027ba978-2bcf-4608-91af-2b017025caeb","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":91,"box":{"x":60,"y":577,"width":834,"height":12}},{"id":"e3e4cf12-53b0-43d2-b435-a2168f886f99","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term","page_number":91,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"3200524c-e4cd-4213-a7fe-614f790c4cb7","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":91,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"e8723c8d-5b0b-46fa-a23b-7ac79d046b5a","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":91,"box":{"x":59,"y":622,"width":837,"height":13}},{"id":"11080680-58a3-4c89-933c-e91a2e18c91a","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":91,"box":{"x":59,"y":637,"width":871,"height":13}},{"id":"92b35cef-c92b-4d82-a3da-701e22002d81","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":91,"box":{"x":59,"y":652,"width":857,"height":13}},{"id":"9b51028f-ea60-45fa-a6b5-e389620d0f9b","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":91,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"90c0c6f5-6a7f-44ed-98be-2a4fb529ff8f","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":91,"box":{"x":59,"y":683,"width":839,"height":12}},{"id":"c29dce9d-0be1-4ae6-a264-62a9a420ccd8","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":91,"box":{"x":60,"y":698,"width":818,"height":12}},{"id":"e1931545-c72f-4448-bed8-2fb1082d1a9a","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":91,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"78b47b23-1de5-4830-b3cf-c68a5269f9af","block_type":"box","text":"these rules to their accounts.","page_number":91,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"ed591098-918d-4497-ba9b-533c56305a6f","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":91,"box":{"x":59,"y":754,"width":862,"height":13}},{"id":"d63b826d-f5ed-441b-9f9a-6f0ad0fe0957","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":91,"box":{"x":60,"y":770,"width":864,"height":12}},{"id":"a2f860c2-4a52-4124-8e1f-0eee17def486","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":91,"box":{"x":60,"y":785,"width":849,"height":12}},{"id":"3d492f3d-042a-47e1-9847-9f3a78206a55","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":91,"box":{"x":60,"y":800,"width":870,"height":12}},{"id":"c3bf2ac6-97bf-4779-ae9a-ae10f585dd8a","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":91,"box":{"x":59,"y":815,"width":875,"height":12}},{"id":"17e35748-fbea-44ea-9f12-4ceef28cbad5","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":91,"box":{"x":59,"y":830,"width":835,"height":12}},{"id":"0b6f85f7-5530-490a-a6ca-2f7988374660","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":91,"box":{"x":60,"y":845,"width":822,"height":13}},{"id":"10174a39-1de2-4028-b3d3-0713deeb1254","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":91,"box":{"x":59,"y":860,"width":726,"height":13}},{"id":"c111a721-5150-488f-8752-c16615edf735","block_type":"box","text":"74","page_number":91,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"05112a96-c2f7-4b28-a857-ef068d568a8d","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":92,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"7f2bb5ec-3f0e-4cb8-ba19-616135b39531","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":92,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"886300af-532d-45f9-bcda-40b6f50320ac","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":92,"box":{"x":59,"y":97,"width":881,"height":12}},{"id":"e09ccde7-66ae-409e-ac5a-744421f9e76b","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":92,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"34aa301c-20cb-4e52-9d7a-8648c5200936","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":92,"box":{"x":59,"y":127,"width":871,"height":12}},{"id":"8efc2e17-a2df-499e-bc62-9ea3112b9262","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":92,"box":{"x":59,"y":142,"width":664,"height":13}},{"id":"0cda0784-7dab-4bc5-91c5-3d3b9e150f87","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":92,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"3d7110eb-d598-482d-bd59-7c35a252e02f","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":92,"box":{"x":59,"y":184,"width":539,"height":12}},{"id":"f75c9879-7bcb-42a1-be59-550434daf77e","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":92,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"bc8af146-8069-4de4-b911-15a2133a2d77","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":92,"box":{"x":59,"y":225,"width":451,"height":13}},{"id":"3bbbace1-3311-49d0-af88-ea577f171aa2","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":92,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"3e4c5e16-e85c-4587-b341-27c2d92f0f3f","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":92,"box":{"x":59,"y":267,"width":821,"height":12}},{"id":"1a94896d-9994-4f46-948e-ad18ba60617f","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":92,"box":{"x":60,"y":282,"width":866,"height":12}},{"id":"7fc12067-5a21-4745-89ab-f3188c781c16","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":92,"box":{"x":59,"y":297,"width":847,"height":13}},{"id":"5ba19992-f0a8-4824-8bbb-0325b3675fa9","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":92,"box":{"x":60,"y":312,"width":840,"height":13}},{"id":"31f6eb83-7a34-4a9f-bf9e-1ed353e66b33","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":92,"box":{"x":59,"y":327,"width":818,"height":13}},{"id":"60c88e47-9236-46b5-aa94-7fc79cc2e8c1","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":92,"box":{"x":59,"y":343,"width":830,"height":12}},{"id":"0e15a02a-9425-453a-a43c-a74f46e36715","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":92,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"bff16168-9244-4c4b-8422-3da23d13cd55","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":92,"box":{"x":59,"y":373,"width":835,"height":12}},{"id":"ce6a901a-52bf-49de-b5d3-7aa2f4f15102","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":92,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"4dfcfa57-92d9-4da5-ad44-5aaa2497d5ea","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":92,"box":{"x":60,"y":403,"width":849,"height":12}},{"id":"1a97dfd9-b7d0-4635-a1a3-cb281e60adc3","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":92,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"1b62c1c9-a641-4c42-9362-e4e4e2a4a3a5","block_type":"box","text":"unless certain exceptions apply.","page_number":92,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"b511daa7-8871-49d2-8aae-91976b9a34e3","block_type":"box","text":"Shares of the Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.","page_number":92,"box":{"x":59,"y":460,"width":871,"height":12}},{"id":"d0887d34-ffc8-42a6-9b99-824e41d1e7d5","block_type":"box","text":"estate tax.","page_number":92,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"db9aad12-d7c6-4a2e-a80c-b70e48a5565f","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":92,"box":{"x":59,"y":501,"width":872,"height":13}},{"id":"5dd2b027-20a4-4a0d-ac46-db146927445f","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":92,"box":{"x":59,"y":516,"width":864,"height":13}},{"id":"f39cd05f-eaaa-4a4d-a060-f378578fe721","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":92,"box":{"x":59,"y":531,"width":875,"height":13}},{"id":"8f114525-d95d-4c9c-ad52-120408168b44","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":92,"box":{"x":60,"y":547,"width":782,"height":12}},{"id":"8a5ce431-c9ec-47c4-a9e3-c44a9299320f","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":92,"box":{"x":60,"y":562,"width":826,"height":12}},{"id":"cc0ce524-68ea-45a2-b223-8ca9c2fcb310","block_type":"box","text":"discussed above, and such changes often occur.","page_number":92,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"47ae6be1-bb79-4c9b-8516-e4dd3ceb0f91","block_type":"box","text":"Financial Statements","page_number":92,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"9bc335e4-cf6a-4830-8751-f9f6fdb0c24e","block_type":"box","text":"The Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":92,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"148f3a72-4c85-4879-a16f-b831763d148c","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":92,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"50b24bb8-ddfc-4996-830e-b7fc08434755","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. The Fund’s Form N-CSR is located","page_number":92,"box":{"x":60,"y":679,"width":873,"height":12}},{"id":"85fbf76e-041b-4bf7-a594-2b928bb4f938","block_type":"box","text":"here. A copy of the Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements may be","page_number":92,"box":{"x":60,"y":694,"width":839,"height":12}},{"id":"37e9f779-d395-4939-b522-311fc011e5fc","block_type":"box","text":"obtained without charge as described on the cover page of this SAI.","page_number":92,"box":{"x":59,"y":709,"width":473,"height":12}},{"id":"1334276a-6f81-49d9-a341-0a8d74d63360","block_type":"box","text":"Miscellaneous Information","page_number":92,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"89d8c1fd-86be-4c23-84e0-84a19cfb4683","block_type":"box","text":"Counsel.","page_number":92,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"a4b00807-70b3-4253-8351-cb3b6231377f","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":92,"box":{"x":129,"y":781,"width":733,"height":12}},{"id":"e77f17e8-2a33-4558-af4a-ddc458fd6737","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":92,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"49c0736a-8234-41f1-9ec5-3f90e7009b4d","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":92,"box":{"x":419,"y":807,"width":488,"height":13}},{"id":"ad0bf449-a646-4195-861a-1c93b17d6af6","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Fund’s","page_number":92,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"04b442bb-2454-4327-a24c-b06326a81471","block_type":"box","text":"financial statements, and may perform other services.","page_number":92,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"f90e5d37-7b60-4232-a136-20a1f1a125e3","block_type":"box","text":"75","page_number":92,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"6cda166d-4b07-4a56-9148-564212e8a0bf","block_type":"box","text":"Shareholder Communications to the Board.","page_number":93,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"dcc1e56c-18af-4401-8f4d-63f4272f67ca","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":93,"box":{"x":380,"y":67,"width":555,"height":12}},{"id":"849f8053-b3b4-41a4-9559-c2d9e708c956","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":93,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"0078963a-28b9-40dc-b6ca-e2e61f10f744","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":93,"box":{"x":60,"y":97,"width":796,"height":11}},{"id":"d23d8456-1282-4f12-965a-d9b30550723e","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":93,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"b3f35193-74ae-4ede-b3e7-fb41ea971ca8","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":93,"box":{"x":60,"y":127,"width":863,"height":12}},{"id":"17e128de-54b4-4f49-8d73-a0d5ad274e5c","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":93,"box":{"x":59,"y":142,"width":814,"height":13}},{"id":"d5e14fae-876e-4c89-8c2d-f8837d5ab0fa","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":93,"box":{"x":60,"y":157,"width":866,"height":13}},{"id":"89256d50-fc6e-4dcb-ad9f-7a5794813884","block_type":"box","text":"Trust and reported to the Board.","page_number":93,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"6f957e31-537f-4eb2-9e31-3905541b85fc","block_type":"box","text":"Investors’ Rights.","page_number":93,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"51e2a8c8-65ca-4e87-97c1-6b52ad04fddd","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":93,"box":{"x":190,"y":199,"width":663,"height":12}},{"id":"f5c341e7-ebcc-41e1-8ed6-1aee37a40f11","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":93,"box":{"x":59,"y":214,"width":860,"height":12}},{"id":"b4f50ac4-77fd-4f24-b089-3aeed97be408","block_type":"box","text":"out in this SAI. Investors who acquire shares of the Fund are not parties to the relevant agreement with these service","page_number":93,"box":{"x":59,"y":229,"width":815,"height":12}},{"id":"bb37f486-dbd1-4ccd-9987-b808764107b2","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":93,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"c14df217-f273-46be-a972-c9e1d5263b66","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":93,"box":{"x":60,"y":259,"width":859,"height":13}},{"id":"52846d17-402d-4941-9411-d9cf6aad4b8c","block_type":"box","text":"the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law","page_number":93,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"adaf2e64-0b0e-4280-bb6b-660dcd161648","block_type":"box","text":"against the Fund or its service providers. In the event that an investor considers that it may have a claim against the Fund, or","page_number":93,"box":{"x":59,"y":290,"width":871,"height":12}},{"id":"56f9a21e-5f82-4463-a1d3-135c7b0451ed","block_type":"box","text":"against any service provider in connection with its investment in the Fund, such investor should consult its own legal advisor.","page_number":93,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"06ddac8b-10a8-4451-a9dc-f84a5870eac3","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":93,"box":{"x":60,"y":331,"width":872,"height":13}},{"id":"a6464089-0ff8-4e9e-bb9c-de13330a11b1","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":93,"box":{"x":59,"y":346,"width":830,"height":13}},{"id":"582aae73-d0c2-4dfd-8ab3-4bcb5fa033dd","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":93,"box":{"x":59,"y":361,"width":828,"height":13}},{"id":"a7232245-adac-405f-a3b6-3b4c12af1881","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":93,"box":{"x":59,"y":377,"width":568,"height":12}},{"id":"cecbde22-43ee-480a-be72-d913950adbbe","block_type":"box","text":"76","page_number":93,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"34077fb8-af70-4e51-b32d-9c6b3c2a1c87","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":94,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"4273afca-3a60-4014-91a1-535d7f6ba12d","block_type":"box","text":"A-1","page_number":94,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"a8546b43-c4a4-46cf-a03d-6176f46a4087","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":95,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"4c48d167-0c64-4bc0-ae2a-6a3334816f8a","block_type":"box","text":"Proxy Voting Policy","page_number":95,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"a7cda5ef-0000-4425-b384-f692fdbd3ecb","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":95,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"39634442-4afa-41b8-99e0-ec7211f10157","block_type":"box","text":"Effective Date: January 1, 2025","page_number":95,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"d637f2ca-b1cd-4a84-a2eb-98ed46be8dee","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":95,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"3ecbc92d-a35e-4e7b-a3e6-3e50c18f1e7e","block_type":"box","text":"________________________________________","page_number":95,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"382c12a2-cbd2-4601-b643-c038d8798abd","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":95,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"f865504e-bcce-443b-a74e-df6fbeaf05cf","block_type":"box","text":"□","page_number":95,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"87fb8a87-8cd6-492c-aaf1-2a782bb997dc","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":95,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"b60f33af-05c5-4b3a-8fc8-2d72f0a0ecbf","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":95,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"b5216998-8ef8-4633-b530-65ff7a18a927","block_type":"box","text":"□","page_number":95,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"77d6af65-b685-4a52-b895-1f2c0dc4cba2","block_type":"box","text":"Money Market Funds","page_number":95,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"66355a57-45eb-46be-9fd9-6945300a830a","block_type":"box","text":"□","page_number":95,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"e896ad04-c8a7-4b5f-b615-0db212d3a6a4","block_type":"box","text":"Closed-End 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BlackRock, subject to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":95,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"874aa6ca-e682-4169-9c60-e8fc0a9d2d4b","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":95,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"c8330e3f-8631-4a93-afbc-a75543943dd0","block_type":"box","text":"agreements.","page_number":95,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"a01a9c28-0a63-4575-a3e8-2528d6c30028","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":95,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"a8a4b994-f733-45b8-ab15-38930d4c949d","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":95,"box":{"x":59,"y":631,"width":821,"height":12}},{"id":"ad09b6c3-666b-4174-a452-5a238875c1c1","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":95,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"c1d13b79-2b67-487b-b80f-e7106294c6e9","block_type":"box","text":"any.","page_number":95,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"233996d5-fa56-48ed-86a5-540168ae765d","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":95,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"cb586846-f868-42ea-806e-ebe6e042356a","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":95,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"8dda71cb-b249-44b1-a856-48b2a2c3e84c","block_type":"box","text":"Conflicts Management","page_number":95,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"6d84c59a-f7be-4e26-bac1-d5eac0d669d0","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":95,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"87a9cf11-2902-4603-95b1-0ed83475be5d","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":95,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"d62f8c8e-fc9c-4fcf-9a38-ed1715925b09","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":95,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"8411bf35-c31d-4339-84cc-fbf694df8439","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":95,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"561340db-535b-406b-a1b9-a91cc996df84","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":95,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"d8de9063-9320-4c14-90b8-60de3c8b3783","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":95,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"c325577a-5450-435c-a159-fdc32aae26fa","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":95,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"a69df0e1-b24f-4c41-a6a6-de8503cb5bd1","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":95,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"19b45395-e89c-4fea-be30-a58f82742f66","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":95,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"d90192c8-dbfc-4e46-88b3-c02691082b47","block_type":"box","text":"A-2","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"7aaf84a0-dcdd-44b4-81d1-901e943f7dfd","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":96,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"74913730-051e-458b-856c-fa571fddd621","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":96,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"8eed9197-91ff-4cf1-96b0-aa9f9c207fe6","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":96,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"9f4f8d3e-16fa-45ef-b85e-3ff0ed606eb4","block_type":"box","text":"Reports to the Board","page_number":96,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"c4ab2777-73a8-4b16-a451-003ca207b27d","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":96,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"148eee8b-7caf-4efe-b7c2-89148c7ac738","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":96,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"b6cb0771-3e4a-407f-a9be-b5acc7b5db90","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":96,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"a4839431-4502-45a9-a2ca-bde4130605f2","block_type":"box","text":"that have not previously been reported.","page_number":96,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"f19ef87a-424a-4fc5-b8d7-a75b06c88136","block_type":"box","text":"Appendix A","page_number":96,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"a25a6e50-ba0b-4bb1-870b-e4213eec7f1a","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":96,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"37035a8f-b420-4855-891c-1a19f8739dfe","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":96,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"195443c1-6d9d-411c-8594-a095b4fd102b","block_type":"box","text":"A-3","page_number":96,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"92ddabfe-5d91-490d-9517-bd821fc44ad5","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":97,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"cfc908cb-19f1-443e-992b-3e7089c700e7","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":97,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"8e856589-7975-4816-b743-2efdeef8f4d2","block_type":"box","text":"Effective as of January 2026","page_number":97,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"7eb0f960-3b36-4a98-8191-57565db3c63c","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":97,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"92a105d9-a120-45e7-a2e1-37de645e93fb","block_type":"box","text":"Introduction to BlackRock","page_number":97,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"f5196b22-1d15-4e0e-8b54-0ca7a1893fed","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":97,"box":{"x":326,"y":218,"width":530,"height":10}},{"id":"4eb86497-2c98-4bb0-9ece-d7f7ea4b701b","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":97,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"518a6780-d011-42b3-b388-901dbf86acba","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":97,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"adc1cfc5-d034-4279-9556-d331af0e96e3","block_type":"box","text":"Our approach to stewardship within active equities","page_number":97,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"0941d3b6-15e0-4258-ad6c-5543754d2d79","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":97,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"0aa35f2e-8215-4124-8b74-768368d64dc7","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":97,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"ff6b45bb-eb8f-498b-88e8-b73e4b114bbd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":97,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"0115fd9e-457a-47ca-931f-35d9bf83bbb5","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":97,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"c7f94f0a-79b7-4e40-8bfb-61f949d8d540","block_type":"box","text":"Executive compensation","page_number":97,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"cf409e5d-f1e8-4636-841f-fe459e505786","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":97,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"500b872e-8ae3-420d-81d1-194d31e7257b","block_type":"box","text":"Non-executive director compensation","page_number":97,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"c4baa79f-94b9-451c-b8dd-5ed68cf41fac","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":97,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"16eee6b9-142a-4c1d-8325-1d1d0d6c323d","block_type":"box","text":"Capital structure","page_number":97,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"2cdcd718-36d6-45ae-b4af-e690d2a41da5","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":97,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"74d97065-5fe8-483e-87e6-7d328fff65e3","block_type":"box","text":"Transactions and special situations","page_number":97,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"cde815e5-53a6-405e-bc9b-d086af50d67f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":97,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"e4cf56ac-07d2-4320-adcc-d623fa8e30c4","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":97,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"6d435040-a940-4158-a977-3f3894f931b3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":97,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"d694c826-ecb8-4b71-b8c5-512425a53513","block_type":"box","text":"Shareholder rights and protections","page_number":97,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"d7172ef5-f4be-4fc4-8a66-602aa2236cbe","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":97,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"27b4dd6d-cad4-4924-b27e-3a9af9a4ec51","block_type":"box","text":"Shareholder proposals","page_number":97,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"08441957-25a0-433c-ba40-7bf26c41e7ef","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":97,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"cab3a5ff-7e00-4c00-8872-df8f2fdc85a3","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":97,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"4e6e911e-716d-42b2-acfd-c15d49975a81","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":97,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"3fb7dbee-90b3-427b-a15a-5d72e4c40e60","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":97,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"65a71386-bab1-4d87-9d89-43887ef89591","block_type":"box","text":"Key stakeholders","page_number":97,"box":{"x":141,"y":482,"width":116,"height":13}},{"id":"ca2bf4b4-7bd9-46cb-ae34-0c52e9ed32b9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":97,"box":{"x":261,"y":483,"width":596,"height":9}},{"id":"4d7c01cf-a09b-462f-b2f8-6cdcb8b42e1c","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":97,"box":{"x":141,"y":501,"width":356,"height":13}},{"id":"2d2e7a08-7d3b-4abb-8849-5d5beb177d56","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":97,"box":{"x":502,"y":502,"width":355,"height":9}},{"id":"6f3147ab-1e32-4f76-8656-784b03f3e338","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":97,"box":{"x":140,"y":520,"width":621,"height":12}},{"id":"7b0d4ada-84b3-4031-bded-91638dc5d06a","block_type":"box","text":". . . . . . . . . .A-15","page_number":97,"box":{"x":763,"y":521,"width":93,"height":9}},{"id":"da6c8189-bdd2-4efa-9477-a9bf16c0d64b","block_type":"box","text":"Overview","page_number":97,"box":{"x":59,"y":553,"width":67,"height":10}},{"id":"3c5740b8-84ac-41c3-8412-b5e0b5571c44","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":97,"box":{"x":59,"y":579,"width":828,"height":13}},{"id":"39663541-1d6c-4716-8289-8ba8e84e22c0","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers.","page_number":97,"box":{"x":59,"y":594,"width":764,"height":13}},{"id":"8695e265-763f-458e-97d7-996e40217e1f","block_type":"box","text":"(1)","page_number":97,"box":{"x":825,"y":592,"width":14,"height":9}},{"id":"10167479-5317-421b-b13f-346f439d90eb","block_type":"box","text":"BAIS works","page_number":97,"box":{"x":845,"y":594,"width":78,"height":10}},{"id":"2ead8e5f-0ee5-4cc9-ab78-f3ded0d0c05f","block_type":"box","text":"in partnership with BlackRock’s investment teams, excluding index equity","page_number":97,"box":{"x":60,"y":610,"width":514,"height":12}},{"id":"135146c9-b9ca-401b-82a0-ad4460037caf","block_type":"box","text":"(2)","page_number":97,"box":{"x":575,"y":608,"width":14,"height":8}},{"id":"6f51d2bf-9619-488e-b5ee-9d75b136c0e8","block_type":"box","text":", providing expertise on investment stewardship","page_number":97,"box":{"x":590,"y":610,"width":335,"height":12}},{"id":"55dc23d4-3694-4e92-aeb4-f8602200af6e","block_type":"box","text":"and engaging with companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":97,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"e90eb3fa-33e7-416c-b6f1-d7fade2ccaef","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":97,"box":{"x":59,"y":640,"width":851,"height":12}},{"id":"6839cab1-073a-4383-821e-03e9c882928d","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":97,"box":{"x":59,"y":655,"width":828,"height":12}},{"id":"7305241c-cf44-4b50-bc68-c74a1dd6a126","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. 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There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":97,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"f7f12a6a-ab53-4c98-acdd-acefa502bd69","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":97,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"041a77c1-179e-4109-bdf1-76a2bd67837e","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":97,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"eccb5916-7a58-4849-8a6f-ce7287cde618","block_type":"box","text":"uity","page_number":97,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"e32459cb-7d83-4e7e-b992-7f6add77331d","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":97,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"73c1bb01-415d-478d-9667-223111c09541","block_type":"box","text":"e","page_number":97,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"eb5f04ed-952b-48cb-9532-1e9e9849e5de","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":97,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"dc97a878-0c3e-446a-85d8-cab172c6c161","block_type":"box","text":"ers","page_number":97,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"9c2853df-3298-4e31-8ea4-1233defa4ba8","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":97,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"f5868ed1-a78d-4b27-9cc6-d74bc16f37bc","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":97,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"5b57081f-6a60-4600-baea-7dc4c47ee938","block_type":"box","text":"lock the","page_number":97,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"712a4002-bcb2-404c-934b-47d5dbcc09da","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. 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The money BlackRock manages is not its own — it belongs to","page_number":98,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"5b5ea75c-45eb-4718-a703-b6cc53c86850","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":98,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"de656412-8360-4ee3-bbe2-235a1566f8a0","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":98,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"e904a875-5ed3-4277-96cc-2fc59feedadf","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":98,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"9489192b-8b59-4d51-a0e1-61fd6f95e2d9","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":98,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"07d928e2-d64a-4798-8bd0-6fac72018338","block_type":"box","text":"analytics.","page_number":98,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"135eb7ff-ff17-458a-96a9-776fa6dce361","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":98,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"9006a1ed-efc8-41fa-b7b8-7ed509b6c5c6","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":98,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"d339045b-048f-4b12-bffe-fd8b4314ac20","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":98,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"e4eafeb9-fb3c-4ce6-afe5-2a02fc10a7dc","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":98,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"b70335bd-9c16-4bd2-bdb1-bd2cdbbb3ff8","block_type":"box","text":"which our clients are invested.","page_number":98,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"b20c19ed-cb73-4871-b8e7-0bd98b9ce388","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":98,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"0440b9af-1547-4657-a1b1-7b0cdf57af05","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":98,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"7ab6ea36-00a7-43fe-8d51-1a4442a20373","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":98,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"8859dcb7-f9d6-4104-bfa1-997185e77661","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":98,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"376df8a9-d2de-409f-9c33-28632091c391","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":98,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"0d0a130b-1726-4c9f-8784-3581cb748eda","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":98,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"0a7d03ab-21f9-4ed0-9eeb-ab71d3dfbd52","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":98,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"86865a2e-23cc-478e-9742-6441f94e2333","block_type":"box","text":"(3)","page_number":98,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"61928df8-e3b4-4cdc-86b8-ec32293bf20c","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":98,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"2771cac7-43f8-4d53-b928-8338baf4c0c0","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":98,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"d7c142a8-1bce-4ac9-b624-7aa32342d82d","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":98,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"e4ac63df-e2f8-4ed2-ae9e-7842b21372a6","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":98,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"d77e0d19-5218-4d25-befd-65f0debb4247","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":98,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"6c05bea1-fef5-4f01-9b8d-3dbf070d243d","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":98,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"39055f66-fab2-4e24-bf97-a24fc8ee4b1a","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":98,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"db27a430-8566-457f-a54e-78c8606f4a22","block_type":"box","text":"respect.","page_number":98,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"69921af6-fa0f-47a5-a16a-b09532db98a1","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":98,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"6a826d7b-2bbe-4669-9ddc-979e2f4eb043","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":98,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"21090004-68ad-4597-9161-4219c0305039","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":98,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"6a693271-e33b-4be5-a705-7366fbbd986d","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":98,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"584681b2-6ca1-4c0f-8778-a11da74b5a0c","block_type":"box","text":"strategy.","page_number":98,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"62baa765-9e91-4a52-8c71-1edef042ed44","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":98,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"08966c2c-b274-48fd-9b90-12aa3d03e79a","block_type":"box","text":"and board directors","page_number":98,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"52740dc1-f373-4e68-bf6c-35ed83b16a9f","block_type":"box","text":"(4)","page_number":98,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"48414e12-35c7-41b0-a258-0d85fc810872","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":98,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"24090046-67cb-441b-9d9d-1868867fb9c2","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":98,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"162c3f7e-b392-42f9-ae47-55b7ea99b37e","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":98,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"2b35a1b5-d0bf-4b10-8316-546b792af6ea","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":98,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"d9fe72ef-b7b2-407d-b998-ec567c00b4f7","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":98,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"b72a4a18-ef42-4619-8df8-254f8d0e1682","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":98,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"82e38fca-44fd-44df-b2e4-80fadc80ddea","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":98,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"a6349316-1d83-44c9-8b3d-57e3c56e367e","block_type":"box","text":"financial interests of their investors.","page_number":98,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"39b0244a-b64a-4e0a-aa03-d0b63507114e","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":98,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"8e04f53f-f5cd-4cfd-8a2e-c15bf5cad97d","block_type":"box","text":"lity","page_number":98,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"525f1e83-3bb2-4d4b-bfe6-5ad44afb38e5","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":98,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"5cf0c58d-2e27-48e7-8b3c-5a8693aff89a","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":98,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"a9357a26-ad49-41fe-a912-d9ecd6fc23a9","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":98,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"e011a942-dd3b-43c6-b432-bcf734130ec5","block_type":"box","text":"relevant.","page_number":98,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"c1544da4-42f0-439d-b3f8-1b9a519ca3af","block_type":"box","text":"A-5","page_number":98,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"123c571f-988e-4ae6-81b2-b72b877835af","block_type":"box","text":"Our approach to stewardship within active equities","page_number":99,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"9df624cc-f8e6-40f9-8581-9e4c360210ff","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":99,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"96be511f-6f9c-4dc2-bb6b-b6cd6569b6eb","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":99,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"6cf728c3-547c-4383-81c5-0937f5bb0b00","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":99,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"0f42a0e5-f36a-49e2-a9a2-e2f0ae034ff8","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":99,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"eb180fe4-d802-4f6e-ad73-c33480560348","block_type":"box","text":"clients and funds.","page_number":99,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"9bd8ae84-cb35-4b59-af82-5d427199b758","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":99,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"aee83910-e4c0-4b0e-b2c3-11b1b96f824e","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":99,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"dbf331eb-9c1a-45b9-940d-a955071d05e6","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":99,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"b1c6012f-4b75-4a6e-aa06-4a87b2a4ccc3","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":99,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"b35d7296-391a-4e84-b5ee-2af62c9eacde","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":99,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"752efd1a-9514-4769-be91-10e3d78516b1","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":99,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"3aab3bac-43f3-4267-a804-d2385648c7ce","block_type":"box","text":"(5)","page_number":99,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"3cf7519c-f868-41d7-ac48-d2303b025472","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":99,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"36f70218-9a9e-4990-a223-4a0aa55cd226","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":99,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"7364c6df-7f5a-48e3-8a81-d31baf23f1a3","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":99,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"61a9a8a4-bbe6-40b3-bb8d-27f1ede43a94","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":99,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"e58fbb71-25a7-4ffa-b108-be0bf92e6f73","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":99,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"03591722-56c0-4316-94ed-f97f4f632bbf","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":99,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"f645805d-f095-409f-b557-2bb3d0cb9458","block_type":"box","text":"and information in bond documentation.","page_number":99,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"329eb7cb-14f2-4db9-8b6b-5127ddcc06d5","block_type":"box","text":"Boards of Directors","page_number":99,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"17150269-565c-4acf-9b33-1675f40461f8","block_type":"box","text":"Roles and responsibilities","page_number":99,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"6dfc6311-2391-4b0d-a61f-a7fa22baaa46","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":99,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"92dc354a-8aff-4901-913c-36fe9d07b2dc","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":99,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"7cb6c871-7045-41e1-80e1-1359bb0af4eb","block_type":"box","text":"(6)","page_number":99,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"bc1d308f-a781-45d2-8955-5f4efdd99e68","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":99,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"fc4703d2-750a-46fb-8961-9e20ec3a5ce6","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":99,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"50ceb85f-2901-46de-9621-9319861e8dd1","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":99,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"34aa613d-da2d-4e63-b720-411ca98ecf22","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":99,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"f97b30d0-80db-4203-ba47-dc6570a326af","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":99,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"6886c1d4-6b58-40ec-8c61-33953f3e1a13","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":99,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"ed09ca13-f2a1-482b-a941-3d73f3cf52e3","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":99,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"f94651da-c69a-44e5-8a3e-7f1d9485733e","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":99,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"29300b74-31fb-4e27-988e-5b21001f17a3","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":99,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"0ffea80a-bb7a-4c44-80f4-f36ae52eae46","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":99,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"6f00c6e1-c9ef-43ec-baff-ad3650da9979","block_type":"box","text":"Composition and effectiveness","page_number":99,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"f6c4a806-1443-45a1-a137-d14eba34e941","block_type":"box","text":"Appointment process","page_number":99,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"af836f03-3023-4cdc-81fa-7a18920eb41f","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":99,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"a9a0e2af-9e10-4801-83c4-14a8e8304fe9","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":99,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"51a9db02-2ef0-4eef-98fd-47dc282d5b8a","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":99,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"e2794159-0431-4dcb-9e8c-e4287deb072c","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":99,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"8adb8131-da04-49ba-ab2b-2d715cbafb25","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":99,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"a012ddee-d1df-4568-ab59-dc9effae6f05","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":99,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"90ac74ed-a593-4622-80ce-9429546e5f67","block_type":"box","text":"rategies, as","page_number":99,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"c352c640-0069-482f-ad9a-cad2979d9f5a","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":99,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"d94baac1-3aba-41d2-83b5-f629b1eecac8","block_type":"box","text":"age","page_number":99,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"0ad636d3-4023-494e-8f77-53ec96dfb220","block_type":"box","text":"ments.","page_number":99,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"f5159353-b983-4724-b04f-3b062602c780","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":99,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"98b13338-ab9c-43bb-ab0d-4a08566fc29b","block_type":"box","text":"examples.","page_number":99,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"2ac65834-3a61-4946-8797-0c19bee142b9","block_type":"box","text":"A-6","page_number":99,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"b0e6c9d6-c11d-4d6b-ab33-1d7bd6fc9caa","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":100,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"470cfadc-88fe-48c1-a57b-eb579d2a4cd4","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":100,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"4f431e77-81b9-4edf-bc87-5b70eb7f8c8e","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":100,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"8331ab89-d505-4ed9-97c0-8ae2a2e0e19b","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":100,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"d3a37bb0-a03b-404c-b5cb-5f2aec64ebd6","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":100,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"09f2763b-6474-47cc-ab0e-d11db7046690","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":100,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"41078b43-f9b8-4c03-8cc7-943b98463e59","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":100,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"2cce1d01-f1cd-4ba4-94d4-411710bcfb53","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":100,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"d4c71186-3546-40ea-8e1a-030e570aeefa","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":100,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"32795e68-f5de-4e5c-9821-cd346f3b946f","block_type":"box","text":"Independence","page_number":100,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"4407a939-b0d8-4d1e-bd61-c0e6f8188f9d","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":100,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"f706add1-f679-46f8-bef8-a05f781f7f42","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":100,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"e7d27eeb-eeaf-4ec5-b3cb-b86d3d528d13","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":100,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"e967e694-216d-40b2-9325-c0a7bbc8e6a1","block_type":"box","text":"(7)","page_number":100,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"c5774ae9-699c-4390-99e1-ed8f0e7e7e0d","block_type":"box","text":"This","page_number":100,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"7a866235-63c0-414e-821e-5fc4a982c966","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":100,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"39e2d079-86ab-4b5f-8af9-89bd2b617320","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":100,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"5b937179-32a2-43dc-92fe-f307aa37b99a","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":100,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"2ebf2c4d-067a-40c5-8ed3-430a3358d2e1","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":100,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"2723b8e7-3472-4830-b841-82a8deaa7587","block_type":"box","text":"is a perennial issue.","page_number":100,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"da25fde5-945f-4f84-b60a-dc7aec3aec24","block_type":"box","text":"Independent board leadership","page_number":100,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"a07766aa-1f26-45a6-9074-0fd92341b846","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":100,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"84a34c82-4cf2-47df-a52b-1bb4ecb209c5","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":100,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"f0f6f22e-425e-40a6-a0e0-a58b5b2ba279","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":100,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"c9e85a8a-6459-4d28-85ef-1e4a44b46f99","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":100,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"4b04336a-da44-44cb-a961-49e842843351","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":100,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"ea84c399-8cc4-4bd6-ad3f-357b6ee0df2b","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":100,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"f5c80269-c9fd-42ab-84ca-483f42b6bb2c","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":100,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"f7f6fb69-256d-4606-ad4a-0aa37651fb94","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":100,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"ea237727-c8b9-4e80-b19e-d5d44ce4e270","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":100,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"f654a53a-1832-4917-9f99-f8ca7d1ffe2b","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":100,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"ee9dfac9-391f-42c2-acdb-df3aad40e9ff","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":100,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"0434bfed-1e9d-4d96-a9dd-925de9d1872d","block_type":"box","text":"Tenure and succession","page_number":100,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"99b55e97-3c35-4a13-b6e7-b05c9215c98d","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":100,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"ae324c93-4e22-4985-aad0-725c356e0eb6","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":100,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"7a204d7b-1d30-4313-a9a3-62c7925b3c57","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":100,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"cbb183f2-16ae-4981-bb07-ce6f4d1960fc","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":100,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"ba08daea-5b6e-4d06-b821-95aa69e7e957","block_type":"box","text":"management and involvement in past board decisions.","page_number":100,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"7d870fff-2ec9-4c0a-bb09-3900b4cd82c9","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":100,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"e7d2967c-9ade-4f84-98c9-dbfe2a9cc74e","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":100,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"3dbc0fa0-eb75-4db8-8ef8-8342ebc4724e","block_type":"box","text":"long-term knowledge of the board and company.","page_number":100,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"a545a192-a609-4190-8213-8524955651bb","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":100,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"3d5f1da8-806f-4dba-a27d-e10d1de5ad7c","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":100,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"a8dfa76f-0a0e-494b-a596-a6cebec93484","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":100,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"a2e168dc-b191-44db-a92e-ace4e6cfe5d4","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":100,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"d9caabc5-580e-4f2e-a260-14115d4b6e59","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":100,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"c2daee36-ea4f-44c2-9cac-361ad47c4013","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":100,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"4f2d0249-6caa-40d8-9837-04e8821fd75e","block_type":"box","text":"rest,","page_number":100,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"7448e581-da0d-48c0-b65d-09768c89f7cc","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":100,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"4d672abd-54a8-47fa-8f4f-a39a189061d4","block_type":"box","text":"terests","page_number":100,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"0746dec5-d304-48ee-aae1-d8d679076abe","block_type":"box","text":"of the company and shareholders.","page_number":100,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"85cbfa49-79f0-493a-9cb6-f8c5d6fd1abb","block_type":"box","text":"A-7","page_number":100,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"ca5311fa-f7c6-46f0-807e-538145e9f113","block_type":"box","text":"Capacity","page_number":101,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"78fbddd6-978d-43d0-be8c-98a7cad2e6e5","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":101,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"09b9ae2a-ea9f-4613-aa8d-1f169c396a1a","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":101,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"1f22d80f-db2b-4a54-803e-0d6dea94eb22","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":101,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"8a5f3d8e-424a-4e9f-8042-a662a159b7f7","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":101,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"21694ea5-c3ea-4e48-ac0e-c6e0fc6d316b","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":101,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"598c7f83-8bed-4708-bfe2-89eb35fd1a94","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":101,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"de07ac5c-bfe3-43d3-9b3d-c0280093083a","block_type":"box","text":"the board and company.","page_number":101,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"0c6b9000-1461-4250-88a4-92f65e07172c","block_type":"box","text":"Director elections","page_number":101,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"289b4793-fbc9-4b10-b788-d24579e55642","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":101,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"192d847f-a707-4366-9042-98d5e9e7bfbf","block_type":"box","text":"(8)","page_number":101,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"9e3363a2-a052-43f8-a7db-6a8815f2f64f","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":101,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"47cd089a-2ad7-40c5-bd1c-1905fc654993","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":101,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"8154a434-2fb5-40c5-ad30-52f54095dd3b","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":101,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"dd475d78-a421-4268-ac0a-3868b22f8398","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":101,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"430ab7c9-8f46-4d8f-87a0-b5a2c850a713","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":101,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"76eee9f0-7d42-420b-9f15-0cef48744452","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":101,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"8d5bd597-e043-483e-96af-97e6d55a8435","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":101,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"8e464845-02c3-46b1-995d-282c58c45bcd","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":101,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"4228bfe1-aa83-4101-8219-5ed6b8fccf76","block_type":"box","text":"best serves investors’ interests.","page_number":101,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"4d1e313a-62f3-43d7-8709-04cae3a41c3a","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":101,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"755f6b58-49b7-4674-9148-5cc8b5030fe8","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":101,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"b3d25fcb-505f-4af6-936a-6900b9e08a5b","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":101,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"4f3907c7-a2fb-45fe-8a40-9ca467dbcc6f","block_type":"box","text":"Committees","page_number":101,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"a9ab343f-8406-41cb-a2ba-0e8c9abab530","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":101,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"831911a3-ad09-4bd7-bf2b-e25ab892143e","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":101,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"0f825381-9eb8-4096-9d80-e0df6d125428","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":101,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"88d3b099-f45d-494c-b053-b8ae2d8c332b","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":101,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"598a4cfb-82fa-429a-bee0-90022d7faa80","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":101,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"b95d099d-7839-43ef-b26f-7b3259cea694","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":101,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"418943c1-3ece-48ea-bf00-7c79b3e67d02","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":101,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"84ddb480-df65-48bf-92ee-367b17e31479","block_type":"box","text":"most common committees include:","page_number":101,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"e4ba2fd6-fdc1-45fa-a1d7-2d82307ba938","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":101,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"dbb82b9e-8b16-409a-ab02-65338199bbce","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":101,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"8570fb9f-f3db-4a40-a35e-73f2f9bbc75e","block_type":"box","text":"whistleblowing mechanisms.","page_number":101,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"158ae8e1-760b-49ba-9825-1b3601b50d4c","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":101,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"93ce4709-0221-4bce-803f-81722e8bed9d","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":101,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"48fb7df4-b895-450d-82de-83f3e9e9510a","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":101,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"1e02f63b-4160-452d-b585-280889123cec","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":101,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"eeff66e5-7279-48b7-a5b7-4ed19cd8ba37","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":101,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"627e0ec1-31ca-4743-a67c-ed60bd7287c5","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":101,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"4cc1d18b-1b0f-4e2b-8357-12754902a189","block_type":"box","text":"wide compensation policies.","page_number":101,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"f4f1a3d5-2410-4ac8-a936-de87bff99d93","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":101,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"8da5167a-3461-426c-b58d-a3b0f695980f","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":101,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"bb9c9b66-b4c2-4901-8547-e03df1eca55a","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":101,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"f7a486a2-70e1-4545-b39d-3ff58c8d0a74","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":101,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"117cb0c5-ebc5-401f-b270-8b4841352f33","block_type":"box","text":"on in any","page_number":101,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"6db7bc6f-47e6-43ca-ba11-7f872f802c6e","block_type":"box","text":"one year.","page_number":101,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"fb3089cc-d0f9-411a-a4e2-9025edde1d7f","block_type":"box","text":"A-8","page_number":101,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"f868e924-9a5c-4b1b-8d76-5127e7c2e5c3","block_type":"box","text":"Board and director evaluation","page_number":102,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"efa47517-eaee-4cac-83c3-b50269a4e45b","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":102,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"1d8bdf90-ff94-453f-b868-6fc8de3f8f20","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":102,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"3b7dc7fc-4340-4faa-ac86-c4570685b5b4","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":102,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"cf17907b-3283-4d11-a4d0-2fa7aaa4f69e","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":102,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"5af080c4-a4c0-4a1d-9b22-92940cff6c53","block_type":"box","text":"Access to independent advice","page_number":102,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"dc6fe85c-1fc4-4bb4-8643-bd6f00a5a496","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":102,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"7b70438a-a63f-4ebb-b272-b1cd6008b17a","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":102,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"4d0e6801-fe72-443e-98e1-ac5cb2d754b0","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":102,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"c32737b0-41a7-4bfd-b783-24246320ff7c","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":102,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"e36652af-4f07-41e9-9973-cb9e91d4f19d","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":102,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"4e6302d9-cb0b-4782-b602-113240902298","block_type":"box","text":"succession planning.","page_number":102,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"1005b18f-d0a8-4f1e-89c4-144bb69374b3","block_type":"box","text":"Executive compensation","page_number":102,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"9cfc53da-274c-47fa-9b72-167d71c7d737","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":102,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"c28b1fff-3ad2-4932-8cca-f81ba4da0bea","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":102,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"b187048b-45f8-4d4a-a053-6e91328f9d4b","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":102,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"6e2d0d08-0b8c-4b6b-8663-650a45914cf7","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":102,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"cae51d0d-6a68-4bd6-9fb8-dd3ea2a58b8f","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":102,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"43ecc9bf-031f-41a1-a51b-f580e76ec388","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":102,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"de593883-5742-4838-8687-b7a49b17075a","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":102,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"d0e69715-a479-4978-9e8b-ae5f4bb286ef","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":102,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"3b5d694c-b6a8-4b1c-94b8-0c6d30e95547","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":102,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"8fd215eb-d905-4eb6-8195-984b7dec1c33","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":102,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"7c1044dc-420d-4e12-a86f-ee35b55ee5b8","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":102,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"47411e65-a440-4a77-a257-e111aa0df97e","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":102,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"4f99f32f-5970-4238-ad58-f563c2e4fcdc","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":102,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"83bcdbd6-7160-4487-9115-8a13cdc9318b","block_type":"box","text":"company’s size, sector and market.","page_number":102,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"aaa3e3a0-c078-4b74-bfd6-15e2cd8464f4","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":102,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"a5fdd26b-f9fc-4723-bf4a-c7ce7cf15de7","block_type":"box","text":"objectives.","page_number":102,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"688c21b7-3757-46ee-a878-744be6b33064","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":102,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"8e2ec665-21a3-4050-bd51-6978d2b896b9","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":102,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"4ca3adc9-5c64-401a-8528-fdf9248132f6","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":102,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"5d9a5c7a-f838-4640-b834-73b2c24732a5","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":102,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"c814483d-80e2-44db-93c3-bf38e3a0ec4c","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":102,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"b6c68ff2-9605-4c0a-a2f8-ac0068078908","block_type":"box","text":"transparently.","page_number":102,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"923d1c3f-8f27-4bd4-88e5-365d21ecbd19","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":102,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"1ad29da0-61e9-40b6-ae43-2dc066ecfdd4","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":102,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"491588bb-0e19-4999-86ac-4d745a0b0fa2","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":102,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"2ae05dae-f2ec-4ba3-b1f4-901d4a4a7ee0","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":102,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"a647adb3-4637-4b83-9860-e1ab1234895c","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":102,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"ec58bcc3-dcd8-410f-ab52-dd7daafdb7b3","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":102,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"7ba09293-f898-4583-b950-3344cba8dd73","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":102,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"2a8c8c8e-c976-42fb-932f-1de0e9e6171d","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":102,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"90346a79-9fd5-40cc-a53f-9f87fb373040","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":102,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"b50e9d6a-07e2-484c-8e92-d0c157c11eb9","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":102,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"f654d174-e2cf-49cd-8225-5cacacc4cbe5","block_type":"box","text":"independent director.","page_number":102,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"f257cc18-0119-429e-8649-23ba042d815d","block_type":"box","text":"A-9","page_number":102,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"041862fc-b29b-4d29-880f-5f30a9729afa","block_type":"box","text":"Non-executive director compensation","page_number":103,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"401be34d-2e3b-4c49-9699-a21eef2a510a","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":103,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"42514f1a-b9b0-4020-a48f-5f63a21d43e8","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":103,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"ead906ef-f80a-49f0-b45b-01b3b9a44323","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":103,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"323ca4ea-dfd7-4f45-83e4-6b111a554e6a","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":103,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"7f7ed026-9c80-498a-a555-519facce9cf5","block_type":"box","text":"Capital structure","page_number":103,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"0af8d061-a132-4c2f-89a6-8147895ddf4e","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":103,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"d3fe9ad4-3f80-4a06-973a-620556a81b4b","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":103,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"2782cd22-1cea-42c6-8bfc-4c2c29ef0b2a","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":103,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"4e4688c5-fae6-4a30-bf49-e624fa35f6ad","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":103,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"b3b39c5f-e553-4c60-8194-6e3c971da5b8","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":103,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"f637b300-510b-4a8b-9680-c439f01b198b","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":103,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"d232d062-b644-4511-b660-47207900bb29","block_type":"box","text":"Share issuance","page_number":103,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"787145d1-9ee5-49b4-beff-5e378f9268df","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":103,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"e900f78e-46f5-4710-baac-5da74969be0a","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":103,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"c501f4c9-977f-46c4-ba1c-01d664527510","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":103,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"c7c97c59-8c19-43ac-ab08-84786c20766f","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":103,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"b306fc62-d4f6-4e89-83a3-6e4abfcb286e","block_type":"box","text":"Share buybacks","page_number":103,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"4fd99b1a-0b8e-4a25-ae95-4618c08790e3","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":103,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"58ed9ea5-caa6-4e82-b0b0-cb0956c431e3","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":103,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"c7e744c0-2ead-409d-916e-3c3008c90dd2","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":103,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"e4806b23-271c-4e7b-b377-05eed6ce9845","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":103,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"db59fd52-6702-4e74-b710-8cca6b42e508","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":103,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"4daefe9a-9578-4cf5-9386-f32018b235c1","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":103,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"cfde3a86-72dd-484b-b3ed-51ede38750fa","block_type":"box","text":"environment.","page_number":103,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"7937f26d-6165-4c4c-8170-7cd67981f5c8","block_type":"box","text":"Dividends","page_number":103,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"44cb6bd8-9bb3-4a28-b344-d56e69dbeed7","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":103,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"a9c9f7a6-bbf6-4078-b279-90ca5b5da537","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":103,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"1858f11e-50d2-4665-926f-89022b32afbd","block_type":"box","text":"Differentiated voting rights","page_number":103,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"a1d59677-38a0-4157-aa8b-4b1f2bc20e67","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":103,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"cb579274-d3c0-4824-bf4c-3337cf11ca54","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":103,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"398dc41f-114b-4eee-a397-2c396461f858","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":103,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"0ee4a3c9-11b3-4a40-890a-62fef1be6feb","block_type":"box","text":"periodic basis.","page_number":103,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"c9741744-cc2f-4493-9c4e-1aa4704da700","block_type":"box","text":"Transactions and special situations","page_number":103,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"2c314b45-3908-42a0-b3a4-d29786ba3469","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":103,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"0003675f-e80b-418f-beea-6a58e9e883e4","block_type":"box","text":"proposals.","page_number":103,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"d37f7c91-2f57-45eb-942c-498fb400d66a","block_type":"box","text":"Mergers and acquisitions","page_number":103,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"115caac7-e66d-4508-87fc-0e03828272b7","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":103,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"bf1c663f-028e-4a97-9f9a-60c6a47adb1b","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":103,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"5feca4c0-7a70-4ac7-955d-4fc4e326d92e","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":103,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"6318545c-c618-48e4-8e67-c1d19773e9cf","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":103,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"0c54ca13-4127-4046-ae76-076067ac6074","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":103,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"83d28362-a1ad-42e2-a14b-54b2e1ffeef2","block_type":"box","text":"shareholders.","page_number":103,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"858e6d90-2f8e-4e1a-8e4a-ff1c67f6c859","block_type":"box","text":"A-10","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"32b0d1d7-da31-43b7-ab93-0ddd1c18091b","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":104,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"9fe3c52a-bcb1-4165-9dad-dde4d5eaaf8e","block_type":"box","text":"Anti-takeover defenses","page_number":104,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"4fc9f42e-f949-4856-9a25-6796819fca9f","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":104,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"b089a478-099a-4a68-9aa3-d1050e3f8c18","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":104,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"91339b64-9242-4308-8029-2491d40c4ab4","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":104,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"d3551067-6ed0-4d8f-a871-025540b6ff15","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":104,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"b1e95e50-5b21-431d-be16-6f69706f5c56","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":104,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"d7e636f6-e293-452c-b6f2-d91b9afcfc2d","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":104,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"bb54e00f-b171-4f1d-abd5-1a93baadd5ff","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":104,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"7b0e0979-c7dc-4037-af26-2383b86d3ec6","block_type":"box","text":"12 months.","page_number":104,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"49b9d123-02e7-47c7-ae23-9a674c53158f","block_type":"box","text":"Shareholder activism","page_number":104,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"ec316caa-7bae-45a9-8287-4a25eec2e9d0","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":104,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"158283c8-c50a-4124-9d4b-57a1ecbdf109","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":104,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"e3c7367d-f1c0-4932-a027-7c1dcb830d4e","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":104,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"330dc75c-a07d-446d-8ead-121063b70026","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":104,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"00df4864-c58c-412a-9b47-010aabfd2730","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":104,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"64267484-d987-4c8c-8dd9-47ecb3384d53","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":104,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"d0fec6f3-c043-47d3-b302-fed5ff6da8f7","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":104,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"582edde7-710b-4f90-96f3-c8f4da07d8ea","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":104,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"e47e3bdd-a95d-4ddd-a7df-9c618482c2ae","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":104,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"1b93ee72-72c5-4377-af76-01e9bf03074f","block_type":"box","text":"interests.","page_number":104,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"661a433c-5be3-49d1-be69-2bf2e1dc5e12","block_type":"box","text":"Significant shareholders and related party transactions","page_number":104,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"75e01c13-6fc4-4ec5-8192-13767f939ed5","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":104,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"974ced18-7103-409a-bf1b-0222fd056a7a","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":104,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"8af006ab-8e4d-48a8-9bf4-95f8e5b7c483","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":104,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"0d9c8ce6-44da-49b3-ac7d-cb6d6f6fa38b","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":104,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"4779dbbf-9575-43bb-96bd-90b7f1aa231c","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":104,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"57607338-97e3-4a4f-ab78-98d6fd02ac0e","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":104,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"51da39b5-f3a1-452d-928a-061796bb9001","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":104,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"bf93a51c-3c6c-4206-b6d6-1e7b881678c3","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":104,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"9648d72d-2a53-4596-b1f1-d98483b46f31","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":104,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"00e548fd-5ea4-49a4-9c0e-af757345967c","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":104,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"fc535d60-0a49-4977-89ee-50e5ef28011e","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":104,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"9865fa42-407c-4cde-bea5-ca583d9d1fe8","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":104,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"1e1dbae6-1a44-4322-b2ac-8ebf4dea323a","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":104,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"36bf49c7-c4a4-4467-8444-ffeaba5b0f73","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":104,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"487909cc-e7a5-44b7-b106-e80a41b5a56a","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":104,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"68890f7a-b977-4c28-a09c-db612f64f562","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":104,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"8cd09698-796e-42cd-985e-45c6d25c4dbe","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":104,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"dfd91435-a594-4ca4-8c62-c471504fdc41","block_type":"box","text":"and the implications of these, disclosed.","page_number":104,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"2927f41d-20cf-4fb0-9651-f32116f16772","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":104,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"8183d3a5-6dc5-432f-bde7-fedcd3222044","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":104,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"1be2aa1d-7731-4f51-8d38-75b0d1f027b7","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":104,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"c49f1c2f-8cae-4ac0-987f-6b6938e0dc05","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":104,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"6f1dc846-5239-418e-a181-9d8773bf318c","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":104,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"387c9f7a-a98c-48c1-a485-2b317be2b7f8","block_type":"box","text":"external audit process annually.","page_number":104,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"ee6cef34-2b87-4ac7-bafd-db970e374710","block_type":"box","text":"A-11","page_number":104,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"b2494471-3ab5-4149-a928-d999948350dc","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":105,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"bd20d21c-d7ab-42c4-b3f5-e2c5f816c53e","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":105,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"302be5ba-7062-4248-a0c7-a6f01144944e","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":105,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"abcb3708-c910-4d4d-bac4-4f061135db3a","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":105,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"8e9d806f-8227-4210-8965-b9a1f6dfa3a9","block_type":"box","text":"preparing such reports.","page_number":105,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"870c080d-b956-451a-90f8-e42cb6000f0a","block_type":"box","text":"(9)","page_number":105,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"c896c7ef-be45-4613-a35f-996c063c3979","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":105,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"4a33f793-140e-47f3-8da4-a2623e898121","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":105,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"6bf98871-0d4f-424f-bf21-e18a52babf69","block_type":"box","text":"(10)","page_number":105,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"40889f8e-7a96-4c46-8217-b274ce13855b","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":105,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"f70adb52-96cf-4a41-8f66-15e369b8a3b8","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":105,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"3a74e7b5-47b6-4f57-8de8-6befac35f942","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":105,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"7b2c80bc-d896-4753-9355-581a5192be18","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":105,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"106f11bd-6cf3-4d47-9559-196d02065c04","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":105,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"234b26dd-9b20-45c0-adce-3083a6c483f7","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":105,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"16f1cd8a-6669-4c6d-ad46-37bb386eca58","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":105,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"1b931319-95ce-4dd5-a173-9cc53d8f10aa","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":105,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"e530d18a-ee13-4445-863b-45219580fcda","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":105,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"d4c4122b-dfbf-4402-a5e6-c48214dc3b38","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":105,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"c8471279-cdea-4be6-a67a-0f87a48798f2","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":105,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"f9053d5a-b1e9-4cec-92f1-10c64c2ddc2c","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":105,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"093116dc-23b7-40c3-96e5-82ae92827e45","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":105,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"d5cd726d-595e-450c-9c3d-9bdb87dc5e39","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":105,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"2620f64c-cae6-484d-97dc-3927c8432b7b","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":105,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"81cf6227-e30f-4826-a4bd-6152ea284523","block_type":"box","text":"has not established reasonable remediation plans.","page_number":105,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"bc037c4c-fb72-47a6-a412-a3865358416f","block_type":"box","text":"Shareholder rights and protections","page_number":105,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"f572bf80-c1da-4d73-8d4c-fd2f2058c64a","block_type":"box","text":"General shareholder meetings","page_number":105,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"1dca1a93-3e83-486c-8d41-c17831a1edaa","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":105,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"4d6cdea8-2da1-47ae-8639-a5a886ba04db","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":105,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"de7d620f-29df-4773-8f4b-749b0699d075","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":105,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"e8d4c532-cf1f-42f4-97d5-b9bac70684b0","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":105,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"e4ea19a2-b824-49e2-9a25-fd2c039101df","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":105,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"b3cc1a8a-5196-4402-a0e1-8f0910e04934","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":105,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"7cc75731-8825-417a-9823-e3ce74431a37","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":105,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"3c3a012f-2d36-4294-8c69-076502a410eb","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":105,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"76121d20-874e-406f-bd49-77d392a68479","block_type":"box","text":"Bylaw amendments","page_number":105,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"dd4b8a03-3512-442c-bc6a-790939049940","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":105,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"a2d22a8b-030f-4393-9ed1-a7d010b11d8e","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":105,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"509db342-4245-4caa-a8b4-5d134f98b178","block_type":"box","text":"to a shareholder vote.","page_number":105,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"445af5f5-ab97-4ddc-acde-f33745f4f309","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":105,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"8a15de16-39d1-40a4-a1b9-5b5d8ee5c365","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":105,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"43048310-84da-4353-ac06-9378fd2d3dc8","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":105,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"aa857a73-d6d2-451b-955b-08dc6dc2be37","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":105,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"e57098ab-a00f-416a-9659-f75d06ee8db0","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":105,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"de5be0c7-553c-452e-b867-88fc78ce98f1","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":105,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"d141b154-dfed-4151-9848-e7314e4ef90c","block_type":"box","text":"IFRS","page_number":105,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"56cb1072-6b65-460b-8df6-2ed1ec3eaecf","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":105,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"f69101be-a54e-4384-b329-ffe57f816f69","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":105,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"eae369a5-3a8b-45e4-8ab1-ba36165a82f2","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":105,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"9019ad41-efd5-4db0-8755-f46f9d58c2ff","block_type":"box","text":"andards/ and","page_number":105,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"32f4d248-0d3e-4c16-a7de-40f0020569b6","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":105,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"930b5ff3-7eaf-4eed-83d8-dfb267f7a53e","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":105,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"b17df8ff-cc23-4c30-83fb-69b22d6df05f","block_type":"box","text":"A-12","page_number":105,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2c1d9327-2474-472e-aa12-335e0134d192","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":106,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"898b97c9-cf60-40a4-845c-f6be18e513b8","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":106,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"2c5af6ee-0399-43d0-9ab0-00a7737f73ef","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":106,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"d3fad5d0-cf26-4f6d-a4e0-82ceec00dfb5","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":106,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"f50e43cc-f0d9-45a2-a89e-2aff2b0cf463","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":106,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"536d651f-94c4-4b09-bd59-b4d53bc2d33e","block_type":"box","text":"Change of domicile","page_number":106,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"26d951dc-5cda-4ae8-a08c-9d1f633cfabf","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":106,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"71326819-16b2-4d35-b89b-7f7f63920f0b","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":106,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"4d81c720-0ca6-4026-a8f9-ded5e0139b50","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":106,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"88350571-8e7b-44b8-9e8d-3e4d32e3e0f0","block_type":"box","text":"financial interests.","page_number":106,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"f6fb8130-062c-4031-975e-6f743edc1294","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":106,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"1eec3829-d1a2-4340-b9fe-89de6ea76489","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":106,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"909c05e9-18cc-4525-8ba3-6e7ba2acf5d2","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":106,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"6fc673f0-ddc5-4e80-9b0a-c2b05a44cdaf","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":106,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"aa8346bf-3f34-43ca-ba61-d4c389f8ce92","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":106,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"cfae4f34-4481-4d6d-ba14-1a5cc87a38b7","block_type":"box","text":"not provided a credible argument for change.","page_number":106,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"677d98e9-dcf7-481a-9510-e5eff3819465","block_type":"box","text":"Shareholder proposals","page_number":106,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"2a0adef9-895b-4d32-8de9-a7347b3fac1d","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":106,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"840c7049-129c-47f4-901f-46ecc7419acf","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":106,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"7aa093eb-0ebb-4295-a56d-8a33a00a89a0","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":106,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"4d15e6b2-79f7-41fe-80fb-942cc6564d74","block_type":"box","text":"business.","page_number":106,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"bb19a592-75db-42c8-992d-73bc603353ae","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":106,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"32f812d4-4a7c-4865-8332-b2ea7fe8873d","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":106,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"0e1d49f0-9baa-413d-91c2-f39c9dbf4663","block_type":"box","text":"being acted upon might have on financial performance.","page_number":106,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"47ef749d-eb1f-4a9c-855e-a0bb105c5a28","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":106,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"dc1081a8-8204-490d-b844-af8967b5da6b","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":106,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"4f545d9b-77e1-448b-b7ac-d83fb1d6a603","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":106,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"4868c1c6-29e3-4146-9e4b-33ba6697291b","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":106,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"4146fc53-e9d3-4edb-91d4-73edb54a7e9a","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":106,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"c4cd2aac-9574-4404-aa14-468d35d16302","block_type":"box","text":"generates financial returns.","page_number":106,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"5307a088-d7ed-49cc-8024-51ee8d41c295","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":106,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"1261910f-4839-4eef-90b9-cad6a979112a","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":106,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"149bb631-ac43-4ed2-9e3a-72f6cd756dfd","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":106,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"ff13f15f-170c-4f3b-a5c9-db36802363b5","block_type":"box","text":"on proposals put forth by others.","page_number":106,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"af3b112d-959e-4e66-bb8b-b091b06efae3","block_type":"box","text":"Corporate political activities","page_number":106,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"b5a1032c-88e7-4024-9270-7d0859905b6e","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":106,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"92fc8306-600b-4c30-a474-43271a54c640","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":106,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"41f394d4-6029-41b6-a5ea-b7951293e770","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":106,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"3cb134a5-61c6-4054-ad41-0c8b5049d632","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":106,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"5ee6948f-5a60-4d8c-963e-9bcad139f7fd","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":106,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"a632cb2e-0d67-4243-a638-0e007fdc8eda","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":106,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"de648a64-28a8-4b4c-a9f1-c7cb473c1ecd","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":106,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"e7eda6be-77ce-43bc-bb7f-db8f3dfd6520","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":106,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"a1c46779-3da6-42db-b028-d764f27a8a5e","block_type":"box","text":"A-13","page_number":106,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"f68d22bf-116f-48bc-b06a-bada2633552c","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":107,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"94a591b5-87a5-45a8-b514-de332bc2e113","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":107,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"cabfbd35-5e3b-4921-ab1a-5003b1d5d64d","block_type":"box","text":"associations on behalf of members.","page_number":107,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"eb2f4344-95a8-4fd9-964c-ca7a82c4032f","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":107,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"17c65b2e-03db-47f1-b6d1-54e7f2007fde","block_type":"box","text":"address the material risk it has identified.","page_number":107,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"74885136-1621-433d-b690-0350b5b3c65a","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":107,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"2dee5027-5bb8-4237-b949-5bd0b4b3d5c8","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":107,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"00d33980-f3db-4e23-9e51-fb1ea1b4f8fb","block_type":"box","text":"our experience, sustainability-related factors","page_number":107,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"2ccaf7ad-475b-431b-be3f-c688751979a4","block_type":"box","text":"(11)","page_number":107,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"2972c423-7c8a-4960-8bab-4ef0ba838ac7","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":107,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"c653857b-54fe-4b2e-8581-01c62c8c4f45","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":107,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"830002d6-5d5c-43e3-a172-4555c2380300","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":107,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"ebd280b6-de5e-47c6-aec8-441a3cca86fb","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":107,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"f47d0298-754c-48af-aa18-1909898224d9","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":107,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"cbadb5ca-b54f-4568-abbf-a695191e9b55","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":107,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"0635523d-6736-4924-a8a9-a4ce6d8dd3f3","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":107,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"ef2081a0-49cd-4a2e-92df-8144e7bf53ad","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":107,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"ab878396-5ba3-485d-9e7b-feab576154a7","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":107,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"6ea2dbc5-1ccb-4e62-8397-06f29776f4bd","block_type":"box","text":"investment.","page_number":107,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"da4b6849-439b-4191-872b-896fdfdef51c","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":107,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"e4c8bfbf-81dd-4c2d-b6a4-df712a601783","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":107,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"3fed8bfa-b0ce-4ac4-a088-a48cd495cb8d","block_type":"box","text":"Key stakeholders","page_number":107,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"3dfdb27b-f818-4423-b143-ad8710bf0f8b","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":107,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"58506966-a008-4e33-b812-e99e08014f1d","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":107,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"6a6506c9-5ddf-4889-81f2-9fa9c0c4eeb0","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":107,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"1a3b9306-fbf6-405b-a7f6-12365a2a70b2","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":107,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"cf4649ef-c6ff-41b2-bfac-1b518294da1c","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":107,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"8f9e5f1c-1f48-492a-82ad-268163de9cba","block_type":"box","text":"be financially resilient over time.","page_number":107,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"d659f4d4-6089-4deb-9b8c-012fe331e47a","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":107,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"dbf7d6b5-74b3-42f6-a4b0-8f7fd25ef412","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":107,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"119392aa-6d65-4170-bcf7-8385160a330c","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":107,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"4c79bbb9-5cd0-40be-857c-2291e78a2a85","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":107,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"fda6aff4-2cc4-493b-a634-087f8a0bc66d","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":107,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"86df875e-6303-4afc-9161-f9b5950909de","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":107,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"e1162c21-b5a6-40eb-b43c-0262eefb632d","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":107,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"11a6ef72-0464-445a-838e-2df0f29ac58f","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":107,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"97e2fe4a-b69b-4c7a-b7c1-b27b35c9a842","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":107,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"07900d5b-79a1-4c9c-b10e-f543af7660ec","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":107,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"d38c5cee-e01a-4d90-8a11-6a3e59f3f5cd","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":107,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"074fbba8-96cc-4978-add0-7676b13dea76","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":107,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"dc3dafd0-aa10-4e04-adad-5a3cea46ee21","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":107,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"36a7adb1-5007-4b75-bd6d-c6bf07e695c2","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":107,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"51c60160-c0cd-4cf9-aaa7-504a808aa87e","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":107,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"cbad4a91-72ff-4f59-af55-284be5a5c344","block_type":"box","text":"del that","page_number":107,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"481162e7-081e-455b-8c41-15a26e6310fc","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":107,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"b269e5ba-e4d7-41e5-99be-b28c085ea15c","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":107,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"601b1bef-70a2-4b7d-8fa9-8feebe586c46","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":107,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"e9569a7d-36c3-43f8-bd9d-61e91f1183c9","block_type":"box","text":"e","page_number":107,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"803238a6-628a-4548-9768-5d9c2d11a6ee","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":107,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"f3591f04-ab06-45cd-b6d1-f3bead2c752a","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":107,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"7c48df32-3656-4705-83c9-db96db6f1191","block_type":"box","text":"onsider","page_number":107,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"e5ca0833-ddfc-4c49-86dd-ffb1cdecd0b5","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":107,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"d5aa6813-b968-4d97-a3eb-1ea4f71d1300","block_type":"box","text":"A-14","page_number":107,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"8016e899-6c47-42ac-9d0d-bc2992b01f21","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":108,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"4116ef84-6c8e-4250-9615-5d27646d1906","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":108,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"6ae13889-24bd-44f5-b9c5-9fb93440bec5","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":108,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"7d86223f-c0db-4ea6-80b2-2e390e92832b","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":108,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"c4037512-0d05-4f9f-b026-3ca6a4b5055d","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":108,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"448c11c7-d9db-441c-97bd-9ad850fc9201","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":108,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"d83559a9-e080-4c2b-89e2-c84c08c8fa62","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":108,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"38150858-cba6-4600-94ce-bae50d068242","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":108,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"658f387b-4fbf-4ff5-ad79-10edf5d76ed8","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":108,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"7e4525e7-32e0-4a25-9876-8f64daf2bc48","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":108,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"2671398e-bda0-4b60-b5c7-92c9450ea252","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":108,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"e9f4b9a8-9afd-4d06-a538-0fe7699331e6","block_type":"box","text":"guidelines.","page_number":108,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"124823d2-e3da-4978-8534-b0914b6457a7","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":108,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"f531593e-16a5-440f-ae3a-063dec363d8f","block_type":"box","text":"strategies","page_number":108,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"3d10fe18-10dc-4091-bb19-cc16113e99c5","block_type":"box","text":"Oversight","page_number":108,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"fe8656ea-af5a-4acd-bdf8-03c55818f8f9","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":108,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"eb0558e4-0c63-4292-8ed0-ce9fee893831","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":108,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"47e0ec97-565a-484b-bef2-6c90714a988b","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":108,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"49cfc6ac-800f-4dab-8cc1-a46cf40b9f3d","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":108,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"c872d035-86ce-4650-b64d-45c44d8a07d7","block_type":"box","text":"reporting lines, and oversight.","page_number":108,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"31e17f25-0ce7-494f-9b24-dfbaf3625d5e","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":108,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"ef5d4e20-845c-49cf-911d-9973f15f3fd7","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":108,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"04a4a9b5-c815-4817-97bb-9d190ee8bcc3","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":108,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"da7e0c4b-d0dc-4d11-8111-e12559999c89","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":108,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"d91d213c-031d-4108-ac9e-ea8293853a8e","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":108,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"5c04ed9c-64f0-4614-98bf-92ae324b565c","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":108,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"1d42dc5f-e223-458f-9679-dd28de6c7736","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":108,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"78a78b46-ec3d-4d64-a2e5-b4b1d2de1164","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":108,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"88e025d5-2977-490b-a880-203d323d5109","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":108,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"918c67bd-b6cd-46cd-92db-62f7384fe581","block_type":"box","text":"Voting guidelines and vote execution","page_number":108,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"da1eae4d-a312-4c4b-b367-4cd1ec1ca6b0","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":108,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"771fd122-74da-48e3-aeab-c4d822e227fb","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":108,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"a129d4ab-7bf6-4dbc-a2af-5593ecae6786","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":108,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"27b17e5d-92e7-4614-b5f5-37ae40009402","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":108,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"78117f0b-17e5-4561-a1b9-1df8c10b2aa5","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":108,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"9ea148c7-6f2e-4779-b53b-48a52d3a7d6b","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":108,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"d1b2a6df-8ee1-45ab-b18f-656ae3fef669","block_type":"box","text":"below).","page_number":108,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"b1af0d87-9c46-4b23-80bf-7cfcc2f498bc","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":108,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"fc42f1bf-1309-45eb-9cd3-68f5ceb298d8","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":108,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"f0bdce02-de8b-49b4-b2f6-8abe04354cfe","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":108,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"acc845e7-6427-4886-a6c6-06b7c69ea0fd","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":108,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"f4216d04-a383-4aa2-a3c0-80e0b96d82b2","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":108,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"0ccd059f-a781-4d3d-9208-28e616a38118","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":108,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"c5722895-c9a0-4e8f-950e-19115bea39ed","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":108,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"cdfd0fe8-12b9-4e38-9d92-253366e42187","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":108,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"779fe3d1-d2dd-4771-9f83-ac8626ab9643","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":108,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"4c6519be-6f62-457c-907d-a73c24453c70","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":108,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"4e5bb394-4caa-4447-aa28-e4d9b665bb4a","block_type":"box","text":"A-15","page_number":108,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d540b989-5813-4fed-84de-7cfc1fe8b35d","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":109,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"deef1001-5241-46ba-ad77-53a7fea66a4b","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":109,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"2c737803-8cbc-4a19-b6b8-933b6db3f18c","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":109,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"8308e3c0-0297-4e4e-829a-a05cc9c320fd","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":109,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"5d183fa0-915a-47b7-8f56-da86cc1a38ca","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":109,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"a907a2b1-c873-4bcb-9dd2-aa0b5cf5adb2","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":109,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"bef02440-1b64-4264-b57f-732a8df2e2b6","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":109,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"8012ad67-a4fe-459d-b84f-b1f4d3b0cbdc","block_type":"box","text":"burdensome administrative requirements.","page_number":109,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"1fcdfd61-cbf4-4b0b-829b-c1128a2034a3","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":109,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"452b07f1-8a7a-4879-af4c-46bbab939b41","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":109,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"8abb161e-ddc3-4a8b-992a-f3de93f8d023","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":109,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"e5ec9899-d748-4961-8677-61031b460fc6","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":109,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"3b33dd29-574f-47f5-9026-e4fd41c7b50d","block_type":"box","text":"Voting Choice","page_number":109,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"8eebc2de-492a-4891-8dd4-8724d71d9c52","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":109,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"8facda22-edba-4ab7-87b8-420d1a206202","block_type":"box","text":"voting process where legally and operationally viable.","page_number":109,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"a889a065-e264-4dae-b71e-b2ea3a0ad744","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":109,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"bc78bf0a-cefb-4877-bb23-9109f541fadd","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":109,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"93812441-8e53-49b6-8d94-e3721d491d52","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":109,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"a8503e86-0cd5-4f9d-80ac-859d87e49054","block_type":"box","text":"(12)","page_number":109,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"40ca8adb-a886-45e2-ab99-33aae25479b9","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":109,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"cbaee769-6e5a-4297-bf57-e9b54ba5d3fc","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":109,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"21eb130c-28ea-406e-9437-fa77edc4a4b8","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":109,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"ca5be637-6498-4812-a396-1f7c65cade5a","block_type":"box","text":"because of Voting Choice.","page_number":109,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"e906aaf5-3518-4098-b338-6ae5020f4596","block_type":"box","text":"(13)","page_number":109,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"531c83a2-3fa6-4bac-8740-08d47fc82c10","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":109,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"ecdd7b84-d7f5-4bd0-a3ee-0f003b2e3366","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":109,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"70c1bdce-003d-4575-b6a0-5abd25615f33","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":109,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"ccbae6ac-7cfa-4bff-b2a2-c89a7b896ef5","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":109,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"4716e6cb-09d8-4e2b-9a33-16b4de0aff95","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":109,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"ea93611d-44c4-4498-87d7-a3ae0e473817","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":109,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"ff3ab0f9-a820-4a7e-a4c0-02002e390135","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":109,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"84e4bd60-6cdc-4eac-9f11-e8b19c85a240","block_type":"box","text":"on behalf of clients.","page_number":109,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"4289d08b-2d8a-4651-8077-d8f086740e6d","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":109,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"693a5918-bf53-4dd3-9891-93154a1ca70a","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":109,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"f2205b57-e6b0-42ef-9dde-6c34fe720589","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":109,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"56ff30af-e89d-4c58-8bd9-d21063bbccce","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":109,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"41c4c575-f3dc-4b0d-92dd-c6c63027f1c4","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":109,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"346b8aad-55dc-41bf-a9f7-32acfdea26cb","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":109,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"937f0891-d699-47be-a9f1-74a03e625657","block_type":"box","text":"materials that may require a modification of votes.","page_number":109,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"640b0207-b4d9-4a55-822b-245f9a73ad53","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":109,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"a0a1cdbc-7fc2-47c6-a5dd-8cd4315df0f5","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":109,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"2723da19-9adf-43c2-93d4-192562de707d","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":109,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"c53c6e8f-b4f8-4a5b-86ab-93419df177d9","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":109,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"9028c432-02e8-4353-86d3-d865ceee7184","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":109,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"21c08c9f-2ef1-43d7-aa4c-8214ee39d6b1","block_type":"box","text":"heir","page_number":109,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"3130dcbe-847f-4e4b-8e6f-d8c2209e2345","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":109,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"9572c1cc-e4d1-4ee2-8e3f-2789e96cf272","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":109,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"62e160a9-4a9c-4de1-bb40-ce436ad5863e","block_type":"box","text":"A-16","page_number":109,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"78c24dda-a044-42eb-9dd4-6781996c5c1a","block_type":"box","text":"Conflicts management policies and procedures","page_number":110,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"099a1e46-395d-43e4-a9bf-781b73c68a06","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":110,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"1eee476c-f099-4527-a326-5b3a67e1322b","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":110,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"30a8ceb4-33aa-48d4-b4c0-59619df26042","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":110,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"ee39c1d0-92bf-4455-800b-326d1241b70c","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":110,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"0d2e0f80-08e4-4ffb-a9f6-b75b9e0c0e32","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":110,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"3d71771a-0091-4737-8602-2ea3a3c207cb","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":110,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"4a04a7a3-9042-4531-9fdc-cae6bf298bab","block_type":"box","text":"resolutions","page_number":110,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"2af753d0-f215-46c9-8824-caaa76585c20","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":110,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"b22e45fd-0dfd-46c3-becb-b8b220d10725","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":110,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"75af29af-1bf7-4540-9b35-12c35301452a","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":110,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"51ebf417-a32b-47f6-9d71-9ecc951b39ad","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":110,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"c79b5b03-bdd6-49c6-af7f-e19145b50f4a","block_type":"box","text":"managed by BlackRock","page_number":110,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"2040bd39-bc0e-4191-84fd-4012d91a9cae","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":110,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"0523c1ca-8f43-4c0e-8f47-d456cd81f848","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":110,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"48d0a6ca-1de1-49bd-8f7d-efb4c2804317","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":110,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"e22aaf51-5e74-4f72-9fb9-1ac53494e6ac","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":110,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"ce046a29-9d15-4b84-bd70-9ad91e1eb32e","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":110,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"93fbe9c9-b680-4ea2-aa92-3f242f9c948f","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":110,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"6712de56-5dd2-4b2d-be5e-5398081ad642","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":110,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"bf3b3546-03c9-429c-a030-63fcd04f17c8","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":110,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"29ed1168-a6cd-4993-b15d-80af0565fe9e","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":110,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"aee01713-15a0-49cc-b0fc-315d49a4043e","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":110,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"7ccbda7a-a539-450b-b8c7-d766bfe3dd3f","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":110,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"cc2246cf-9e35-487b-89b8-de979bd1d9d9","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":110,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"708cf7fc-6735-4467-85ae-c43cbebd0e56","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":110,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"6d6581c9-8861-48bb-908a-35f648e4a689","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":110,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"c85f4042-6620-4a84-8193-102cd215b448","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":110,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"5dcba7d2-5ad9-4a55-930d-6fdab3ce30d5","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":110,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"c2ef4479-4ff1-4261-88ba-550067d678df","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":110,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"4f533237-6661-42b4-88ea-c9bf6379a75c","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":110,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"809c0865-6837-4d51-bbc2-17f128363b9f","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. 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We may engage more than one independent third-party voting service","page_number":110,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"9bddf805-2457-42b7-a197-2211d15c14da","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":110,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"8daede0e-6e43-4624-9a1d-83899091b809","block_type":"box","text":"A-17","page_number":110,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"086ae4eb-945b-4616-a9b4-a9c33e679643","block_type":"box","text":"Securities lending","page_number":111,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"e28e75fa-0801-469b-8d1a-b6e021696c09","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":111,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"eaae304f-81f1-4325-a48c-3e44242676c1","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":111,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"962ebdd2-a70d-4837-9b34-29b7ea1c0388","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":111,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"3fb23748-3dae-4863-a0cf-54e0666e9344","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":111,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"ab3cdea9-caba-4458-9aab-4a41dff6d70a","block_type":"box","text":"determine to recall them to allow for voting. This decision is guided by our fiduciary duty as an asset manager to our clients","page_number":111,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"055de6c0-29b5-4053-b9df-467b4867a140","block_type":"box","text":"in helping them achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall","page_number":111,"box":{"x":60,"y":180,"width":853,"height":12}},{"id":"b015c36f-5ffa-4504-9b38-336873ae2df5","block_type":"box","text":"securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various","page_number":111,"box":{"x":59,"y":195,"width":837,"height":12}},{"id":"e9be717f-7fa7-4057-bb21-dd4433a5ba05","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":111,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"c774c47a-24f4-4785-a454-10432c23e3d3","block_type":"box","text":"financial value to clients of voting those securities (based on the information available at the time of recall consideration).","page_number":111,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"ebd433ab-7ede-42bd-b01d-51e60937a8d7","block_type":"box","text":"BAIS works with active portfolio managers, as well as colleagues in the Securities Lending team, to evaluate the costs and","page_number":111,"box":{"x":60,"y":240,"width":850,"height":13}},{"id":"d8064410-4a14-4ea3-b72b-d9e0404bb1e0","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":111,"box":{"x":60,"y":256,"width":313,"height":12}},{"id":"e5c21b53-e564-4a9f-8181-eeacc5d61be0","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would","page_number":111,"box":{"x":60,"y":282,"width":851,"height":12}},{"id":"67f5ca21-6215-4ec6-bd44-a8a5484ab897","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":111,"box":{"x":60,"y":297,"width":816,"height":13}},{"id":"0622e306-cf3e-45c1-b121-1af1f3886a0c","block_type":"box","text":"business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would","page_number":111,"box":{"x":60,"y":312,"width":866,"height":13}},{"id":"ebddcb43-a792-4a4f-99c7-adaf2b351819","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":111,"box":{"x":59,"y":327,"width":371,"height":10}},{"id":"86857191-26b3-4ec8-a022-c872b60739dd","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":111,"box":{"x":60,"y":354,"width":840,"height":12}},{"id":"788ef168-90d8-4553-a3cb-cd068d0c8ab4","block_type":"box","text":"modify it as necessary.","page_number":111,"box":{"x":60,"y":369,"width":156,"height":12}},{"id":"b02dc958-f64a-40bc-b6c3-b2e427e2623a","block_type":"box","text":"Reporting and vote transparency","page_number":111,"box":{"x":76,"y":395,"width":236,"height":13}},{"id":"3b182011-2cd0-4ee6-a0c6-4e18b859e42b","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":111,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"b1e1d62e-def5-4f05-837c-57e1c7ee6dc1","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":111,"box":{"x":59,"y":437,"width":758,"height":12}},{"id":"843ad6ed-eca8-407d-9e99-fb3d41a3d99c","block_type":"box","text":"Want to know more?","page_number":111,"box":{"x":59,"y":463,"width":149,"height":10}},{"id":"dfe52aed-a13b-4837-af01-d51aaa68e599","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":111,"box":{"x":60,"y":490,"width":511,"height":13}},{"id":"872a6e10-c39c-4a5c-a495-f4694f4f1656","block_type":"box","text":"The document is provided for information purposes only and is subject to change. Reliance upon this information is at the","page_number":111,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"dcf8b415-30c3-4607-a10b-dbca9ed1c4cd","block_type":"box","text":"sole discretion of the reader.","page_number":111,"box":{"x":59,"y":531,"width":197,"height":10}},{"id":"c3225aff-5687-48de-918a-97fff1f845ea","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":111,"box":{"x":60,"y":558,"width":190,"height":12}},{"id":"02cd7e05-6437-43a8-9246-4ce1f4c00fb3","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":111,"box":{"x":59,"y":584,"width":290,"height":13}},{"id":"6916e3fe-0132-4fa4-a101-18030915270c","block_type":"box","text":"BLACKROCK","page_number":111,"box":{"x":356,"y":585,"width":89,"height":9}},{"id":"8f3aeefc-03b1-48bc-b907-9f39711ac8f6","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":111,"box":{"x":450,"y":584,"width":449,"height":12}},{"id":"98695104-56c8-4a77-a82c-0f3072a70c9b","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":111,"box":{"x":59,"y":600,"width":558,"height":12}},{"id":"7ff6e321-6ed3-4d0a-9c0f-982f0e7f187e","block_type":"box","text":"A-18","page_number":111,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"658fb5ad-9220-4153-bc5e-5d2a76c446ae","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":112,"box":{"x":173,"y":67,"width":654,"height":30}},{"id":"4a553305-d993-4ef8-8af4-1f44ceded190","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":112,"box":{"x":60,"y":111,"width":483,"height":12}},{"id":"a0977ded-7ba9-4045-9aed-c5ce44fbdfd5","block_type":"box","text":"Effective Date: January 1, 2025","page_number":112,"box":{"x":76,"y":137,"width":218,"height":13}},{"id":"aa2765f2-55e9-407e-8e0a-443ff92046fb","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":112,"box":{"x":76,"y":164,"width":275,"height":12}},{"id":"ef5c9c44-5162-4cee-9020-28ad8b849d86","block_type":"box","text":"________________________________________","page_number":112,"box":{"x":58,"y":201,"width":327,"height":0}},{"id":"b4d8bcb2-9d37-484a-9387-3c01c47e66c2","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":112,"box":{"x":59,"y":217,"width":507,"height":12}},{"id":"a4f22aca-5749-4740-9ba7-ad044adb905d","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":112,"box":{"x":80,"y":243,"width":391,"height":12}},{"id":"39dbcb93-aab7-4c46-b2b3-9970b642dcf9","block_type":"box","text":"□","page_number":112,"box":{"x":59,"y":270,"width":15,"height":11}},{"id":"458c88a9-3ea4-4de5-b05d-1f71808f8ca1","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":112,"box":{"x":80,"y":269,"width":595,"height":13}},{"id":"4e2f47b3-f9ac-4bed-927c-dfa2b66e982c","block_type":"box","text":"□","page_number":112,"box":{"x":59,"y":297,"width":15,"height":11}},{"id":"7fcc4878-5f57-4bb6-87dd-395cc00ea41a","block_type":"box","text":"Money Market Funds","page_number":112,"box":{"x":80,"y":296,"width":148,"height":12}},{"id":"28818d46-96ae-4614-afe0-44cf52feeecc","block_type":"box","text":"□","page_number":112,"box":{"x":59,"y":323,"width":15,"height":11}},{"id":"e6f551fd-86d0-4be6-8e16-b6854bf541bd","block_type":"box","text":"Closed-End Funds","page_number":112,"box":{"x":80,"y":322,"width":126,"height":10}},{"id":"b4de0883-e783-4fef-a5b7-4516082eb612","block_type":"box","text":"□","page_number":112,"box":{"x":59,"y":349,"width":15,"height":12}},{"id":"9ca5b90c-4cab-4712-9378-5b0f4681ef51","block_type":"box","text":"Other","page_number":112,"box":{"x":80,"y":349,"width":39,"height":10}},{"id":"aa7f96cc-b143-45d9-8c33-dc9d33d6d6a6","block_type":"box","text":"________________________________________","page_number":112,"box":{"x":58,"y":386,"width":327,"height":0}},{"id":"b357e3ed-5218-4e11-bdf4-1227529533b9","block_type":"box","text":"Objective and Scope","page_number":112,"box":{"x":59,"y":402,"width":147,"height":12}},{"id":"e041642f-5d38-4d6f-a36b-2517e25ac8b6","block_type":"box","text":"Set forth below is the Index Equity Fund Proxy Voting Policy.","page_number":112,"box":{"x":59,"y":428,"width":418,"height":13}},{"id":"b375a005-2199-4134-97d4-21af24d28b30","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":112,"box":{"x":60,"y":455,"width":356,"height":12}},{"id":"36fb1b7c-315a-4de9-b14f-bed3a466ffe8","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":112,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"d5b0df04-0ecf-492a-8b8b-6c083c289771","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":112,"box":{"x":59,"y":496,"width":835,"height":13}},{"id":"eb7811b9-a919-45d1-ba92-1a42429125a9","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":112,"box":{"x":59,"y":511,"width":854,"height":13}},{"id":"5a5431fe-299a-4242-9446-0dac6191df61","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":112,"box":{"x":59,"y":526,"width":878,"height":13}},{"id":"78150e93-f0a5-48ee-aa8e-2f3e37e8a150","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":112,"box":{"x":59,"y":542,"width":849,"height":12}},{"id":"ecda7cc5-1f6d-4cd0-854a-779fba50aed7","block_type":"box","text":"agreements.","page_number":112,"box":{"x":59,"y":558,"width":86,"height":11}},{"id":"3701e48d-c238-4166-8ee5-eb85854b7aa5","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":112,"box":{"x":60,"y":583,"width":876,"height":12}},{"id":"337ee4e4-8c19-49b5-ad50-539cf3b33e4c","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the iShares","page_number":112,"box":{"x":59,"y":598,"width":843,"height":13}},{"id":"6eb3a0d4-b3d9-4f44-b035-a3b09e31b498","block_type":"box","text":"Core S&P 500 ETF. In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":112,"box":{"x":59,"y":613,"width":822,"height":13}},{"id":"344bffb5-cef7-42f8-b236-caf6e5411c20","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":112,"box":{"x":59,"y":628,"width":818,"height":13}},{"id":"d84f9a08-dd86-4b8b-b6e7-de66f3684296","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":112,"box":{"x":60,"y":644,"width":689,"height":12}},{"id":"c4065298-5336-49bd-959d-305b9d643feb","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":112,"box":{"x":60,"y":670,"width":876,"height":12}},{"id":"92af7922-f272-4232-946b-ba9ea61d5e75","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":112,"box":{"x":60,"y":685,"width":828,"height":13}},{"id":"b2cbadbd-a274-4efb-8fc3-ff24e16d81e6","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":112,"box":{"x":60,"y":700,"width":384,"height":13}},{"id":"83dd3457-38fe-4309-9788-5d452bac2229","block_type":"box","text":"Conflicts Management","page_number":112,"box":{"x":59,"y":727,"width":164,"height":12}},{"id":"ab0274f0-e97f-4ea6-8d22-f4ca5ee814ea","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":112,"box":{"x":60,"y":753,"width":823,"height":13}},{"id":"ae256637-0966-4d3f-96b3-7d5edae83eb2","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":112,"box":{"x":60,"y":768,"width":864,"height":13}},{"id":"c74e92fc-0793-4ce5-b084-46e39fae34ee","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":112,"box":{"x":60,"y":783,"width":830,"height":13}},{"id":"5a1c9e7f-2987-4657-9b09-5a6207c2f5a2","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":112,"box":{"x":60,"y":799,"width":802,"height":12}},{"id":"182092c1-30d6-4e44-a269-9a1dbb0a2178","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":112,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"5d6f47da-3be3-4c2c-89fd-763f430af654","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":112,"box":{"x":59,"y":829,"width":635,"height":12}},{"id":"7bfc7123-829c-4f24-9be5-4f6dc651808d","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":112,"box":{"x":60,"y":855,"width":757,"height":13}},{"id":"71f75579-96cb-4665-ba19-8366d05eb275","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":112,"box":{"x":60,"y":870,"width":783,"height":13}},{"id":"6256960b-cb26-4844-a02e-5b31a134e581","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":112,"box":{"x":60,"y":886,"width":451,"height":12}},{"id":"14d55038-08dc-49eb-8225-a3f203a7dda1","block_type":"box","text":"A-19","page_number":112,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"9c2bdd33-318d-4784-9579-bdcaa18f33df","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":113,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"097576c0-6b29-4fd1-ab1a-ea62a7a26f16","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":113,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"faf6c06b-614e-41a1-8c8e-4a949da940aa","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":113,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"804aa0be-a312-40e5-87c2-e7e8947b0f49","block_type":"box","text":"Reports to the Board","page_number":113,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"05cd164e-dbec-40c1-b87d-01dd53c29521","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":113,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"81ed2a6c-7252-47b1-8181-eb0e499740e4","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":113,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"c937cf7e-35d1-4b40-8dd9-b10c51f0d1db","block_type":"box","text":"Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, as applicable (2) any material changes 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":114,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"dbc6cbbc-bce9-41cf-9641-d7e77aeeec16","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":114,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"17cb5011-a901-46ea-b131-8cd20428261d","block_type":"box","text":"Key governance topics","page_number":114,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"d5ae64c5-d702-4dd1-af77-157e6c692c1b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":114,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"9bb6ece4-c174-41cf-bf28-736dbb706de2","block_type":"box","text":"Shareholder proposals","page_number":114,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"7817f221-4351-4c14-a878-aa5af05918b8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":114,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"80646053-1fd9-4ca9-925c-43751062a0b1","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":114,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"e980ecb7-38f0-4fca-88f1-888637c264ff","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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BlackRock offers a range of proxy voting","page_number":114,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"5d996d94-c8f2-4618-9ea2-f29f6296dfde","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":114,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"df3bcf07-05eb-4325-8704-803926a8e92b","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":114,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"9a84d662-77a0-4688-81f8-53ec8a64ff75","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":114,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"4b1ca276-c443-4fe4-ad00-fe727da421c8","block_type":"box","text":"majority of our clients. 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Reporting on our activities to inform clients","page_number":114,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"9ee8bbef-e7b2-498c-ba3d-15747c283597","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":114,"box":{"x":417,"y":713,"width":450,"height":12}},{"id":"1b9fa098-590d-44b1-8eca-cd80161fd81d","block_type":"box","text":"publications on our website and direct client communications.","page_number":114,"box":{"x":98,"y":728,"width":437,"height":12}},{"id":"59655596-3dde-4c77-b049-0fe774437521","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":114,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"5b5fdb5a-d141-401c-8cb1-9b38f23962d7","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. 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Our role, on behalf of clients as long-term investors, is to better understand how","page_number":115,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"7c78c78a-007d-433e-a796-91838658139b","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":115,"box":{"x":59,"y":237,"width":876,"height":12}},{"id":"6e7dbaf7-f414-4eb2-b7a3-0d1d2bc0665d","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":115,"box":{"x":59,"y":252,"width":306,"height":12}},{"id":"bfa23c13-0c5f-41da-b43a-0d6f4068c3fd","block_type":"box","text":"Stewardship in practice","page_number":115,"box":{"x":59,"y":278,"width":169,"height":13}},{"id":"770da55e-c80d-400b-8a9d-0bc7ef4f073f","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":115,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"b32f7cab-3721-455c-870b-cc5bb4e15a97","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":115,"box":{"x":60,"y":320,"width":871,"height":12}},{"id":"13ec6e18-0496-4602-a1f2-ebb66c12696e","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":115,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"47f3b87f-a4c7-4ff1-ba5c-469cc300d36f","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":115,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"f5fa93c5-fc4b-462a-9b5f-8a54bbbe20d7","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":115,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"10f74c26-7da4-45b2-944d-f84b43b3acd2","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":115,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"ff656593-344e-4ac5-80ca-e898df2104a4","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":115,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"f33e8eb7-547e-469e-872c-9a885bc14eab","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":115,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"d46fa5c4-9f7e-44f8-b185-9bbaf7bc737d","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":115,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"0ae2713c-8057-4e9c-8c98-515bf3129e1d","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":115,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"6e42fe6f-9bcf-4dfc-af14-d84ded17e311","block_type":"box","text":"goals.","page_number":115,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"8ab755cc-5d6a-4112-b658-fa8bb7f6a1da","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":115,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"264f4fec-e087-4db6-b456-bea4900848dd","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":115,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"808fedb8-9b45-4ec6-aaa2-b1187d0e5c9a","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":115,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"5a1461ee-2d2e-478b-96a8-5bfb814c3766","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":115,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"2f7901fd-a66b-415f-a890-6be74134b33b","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":115,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"02eae4bc-0022-445e-8c2e-29cb7a90244f","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":115,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"a657be49-867c-4fb7-b9e7-06e072fc91b6","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":115,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"65c2748b-10b5-48bb-b296-db04ef2ca1f7","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":115,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"6d2145a0-35de-4daf-ac19-a16208cfad0b","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":115,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"418888b8-9753-4cf6-8d00-d070a856ae0c","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":115,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"03ddc52f-fcdd-4361-a235-0007d9b3104e","block_type":"box","text":"proposal.","page_number":115,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"8165d908-1ee6-4314-a285-e1de85eedafb","block_type":"box","text":"Shareholder rights","page_number":115,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"af07697e-b823-4c32-8993-599e718be88c","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":115,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"eceb6642-4c27-4cf2-9cd7-1d40c803b03f","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":115,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"f2d2b5f9-442a-4e20-837c-8aecdb2f9508","block_type":"box","text":"(3)","page_number":115,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"37099465-5666-4764-bda4-0b89dc687101","block_type":"box","text":"For example, in most","page_number":115,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"21d3ae6a-2a1d-4bde-99d0-1dfea4060dfd","block_type":"box","text":"markets, shareholders have the right to:","page_number":115,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"db789ed5-f3b9-4239-a63e-79ef4559aaec","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":115,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"ae2b9363-d020-462e-8411-8bb6690e5787","block_type":"box","text":"or bylaws.","page_number":115,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"ec796972-f0d2-42d9-9738-6f10dbfb5123","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":115,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"d22fee2b-310c-4185-a52b-0aa77973103e","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":115,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"06c3d527-c607-4d25-8e0d-8f8b3d5117a4","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":115,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"7dc126be-1f2c-436d-bed4-5f50c6010828","block_type":"box","text":"st","page_number":115,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"00cc5caf-d1b8-4326-9c79-582c05d6eeb5","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":115,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"702fdbed-691b-469f-9d45-3c77e2bd0124","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":115,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"4eae5032-43ea-4b8d-b0b8-1f1e224561ff","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":115,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"21b38d23-7b9a-4adb-8b59-bc47824d2fb8","block_type":"box","text":"December 2025.","page_number":115,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"e5f20856-6199-4a95-9e18-67cd9b239a47","block_type":"box","text":"A-22","page_number":115,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b86f1e75-307f-44a1-b38d-0e9b9980d418","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":116,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"6f878dd6-04e9-434d-a712-75ae28c2d5bc","block_type":"box","text":"material — to make informed decisions.","page_number":116,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"1cfc9154-bfc5-4015-9901-4f7cb8128a04","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":116,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"290bb926-d47d-4830-b5f6-b72c25671ac0","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":116,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"e444cd4c-ec93-4141-9680-ad47c847ef36","block_type":"box","text":"Key governance topics","page_number":116,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"2230a5f6-0194-41a8-8f24-3bfa301046c1","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":116,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"d77b4d1b-ba3b-4cc9-83ff-f36112a84c26","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":116,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"ee044124-c00b-453a-8365-5eaacd8f0380","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":116,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"97896279-313d-425f-8c59-5efe32dbe12e","block_type":"box","text":"• Boards and directors","page_number":116,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"9a4e8ddb-2ac9-4f3e-a3b0-f02312636a0f","block_type":"box","text":"• Auditors and audit-related issues","page_number":116,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"06b1ea24-8278-4f47-9f64-6891949b76a7","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":116,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"3ed404f4-bea3-42ea-98b5-a9b29b20ffae","block_type":"box","text":"• Executive compensation","page_number":116,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"5b1c4850-1548-4769-b50b-18a5822438e6","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":116,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"d02f685f-ace3-435f-9756-ab8810bd1cdc","block_type":"box","text":"• Shareholder proposals","page_number":116,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"7bd21c48-1528-4b5b-859b-28cfb6aff881","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":116,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"5e86f648-4797-4ddc-a8be-a0314de7cc38","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":116,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"fd6857f0-dc2a-4fbb-8451-d02049de02c5","block_type":"box","text":"operate.","page_number":116,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"888429e1-3d08-4672-9149-afbb7215c383","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":116,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"3095101b-0bc8-4550-b288-e1c03007ef31","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":116,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"d22f2b17-ba43-4d5b-993c-fdebad1ce9db","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":116,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"59d31bc4-b54a-46e9-a55d-8ee3cecf26b5","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":116,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"4a109905-566b-411b-bb48-ff2c695c75bc","block_type":"box","text":"(4)","page_number":116,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"3588f63c-77b1-42a2-a29c-7f3bc921bf5f","block_type":"box","text":"Boards and directors","page_number":116,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"53c1c8c5-8517-40db-a5ff-c93fe2b8323e","block_type":"box","text":"Oversight role of the board","page_number":116,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"6e6be69d-562e-4a86-ab0a-64b0f5a177ed","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":116,"box":{"x":59,"y":552,"width":830,"height":12}},{"id":"c995abeb-9d9c-4db0-866c-21e0020c3ed9","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":116,"box":{"x":60,"y":567,"width":830,"height":12}},{"id":"26b92925-4f7e-46fe-8e6f-47dcf2b5433c","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":116,"box":{"x":59,"y":582,"width":866,"height":12}},{"id":"ad17df8b-a6ac-4cac-8b67-20d9d8e36534","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":116,"box":{"x":59,"y":597,"width":842,"height":12}},{"id":"7f969d69-d45f-43ce-a04f-3f41b989afa5","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":116,"box":{"x":60,"y":623,"width":823,"height":13}},{"id":"119c9607-37f9-456d-a9e3-1ff7ae9fe98d","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":116,"box":{"x":60,"y":639,"width":867,"height":12}},{"id":"d7811092-ca30-4f1f-867f-baf763edc61e","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":116,"box":{"x":59,"y":654,"width":843,"height":12}},{"id":"8ae05fde-3972-4826-aee3-1fc45e687c56","block_type":"box","text":"which a company is operating.","page_number":116,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"771fa532-4894-4cc3-b21c-e3c0cf946bbc","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":116,"box":{"x":59,"y":695,"width":840,"height":13}},{"id":"fac2b50f-46e9-4261-a414-2c8eeaa0f170","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":116,"box":{"x":60,"y":710,"width":852,"height":13}},{"id":"d4f4d69a-79ef-4f82-a82a-79b01ff4a610","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":116,"box":{"x":60,"y":726,"width":853,"height":12}},{"id":"17f67941-8b35-4daa-9374-2c97b55e318c","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":116,"box":{"x":60,"y":741,"width":841,"height":12}},{"id":"336b32ae-b549-4fbb-a7c9-0520e246d69e","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":116,"box":{"x":60,"y":756,"width":729,"height":12}},{"id":"6330eb61-b45d-40b2-9fc4-a283c1caab25","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":116,"box":{"x":60,"y":782,"width":777,"height":13}},{"id":"702fba87-8529-4ce3-93c5-6bfd5e823a87","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":116,"box":{"x":60,"y":797,"width":853,"height":13}},{"id":"31a469ee-b61d-4345-b4fb-32505a75de1c","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":116,"box":{"x":60,"y":812,"width":838,"height":13}},{"id":"780fb367-19bc-4526-ba78-a56f19cb246c","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":116,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"cdded3f6-2335-4c23-b29e-3ec44df2c147","block_type":"box","text":"rmed","page_number":116,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"dd0dc839-da68-4759-bbb5-77dfe9bf58ed","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":116,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"3bd894a2-c67e-4bd2-b0f8-fad58f2f5000","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":116,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"99e3e6f1-6fcd-491c-a058-77e62f3cad33","block_type":"box","text":"voting guidelines.","page_number":116,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"df89624f-e9e0-4ec0-bdf6-8206bd420499","block_type":"box","text":"A-23","page_number":116,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"3df1f185-ec78-4aba-b29c-bb91fca0e97d","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":117,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"61e40296-032d-4068-8433-f8127dca7b61","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":117,"box":{"x":60,"y":82,"width":663,"height":12}},{"id":"b408d10d-241d-4ab7-a83e-476ecbf61895","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":117,"box":{"x":59,"y":108,"width":870,"height":13}},{"id":"bae140e9-89fb-4d0a-a814-19b1c09e583a","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":117,"box":{"x":60,"y":123,"width":817,"height":13}},{"id":"687b84a9-b21b-4125-8dc6-c056003fd5bc","block_type":"box","text":"particular responsibility for the issues.","page_number":117,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"9bcf1710-91bc-426c-99ad-d530acaa9272","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":117,"box":{"x":59,"y":165,"width":853,"height":12}},{"id":"a2e619e5-6efc-4b0e-b658-162e2016959f","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":117,"box":{"x":59,"y":180,"width":875,"height":12}},{"id":"2fa5118d-8dd2-4e06-a9d1-00236c7e96f7","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":117,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"c9394eff-cae4-4322-879a-79ac8d03c5a7","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":117,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"1e36e626-7fb5-4045-9319-647b3c52b7bb","block_type":"box","text":"and business model.","page_number":117,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"0b69f348-e850-4e0c-99c4-d960f148499b","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":117,"box":{"x":60,"y":252,"width":789,"height":12}},{"id":"ef4384b3-df1b-4608-9392-835f19f5e4e8","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":117,"box":{"x":59,"y":267,"width":655,"height":12}},{"id":"c1b8fe87-4600-44bd-9ccf-606b0f1bef54","block_type":"box","text":"Regular accountability through director elections","page_number":117,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"66245df9-9ab8-4d69-a5ee-bda1e7864985","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":117,"box":{"x":59,"y":320,"width":869,"height":12}},{"id":"ae808856-fcf5-49d4-ba0b-ac184ced76d7","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":117,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"52ead0bc-71b2-4e5a-a95f-da717344186e","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":117,"box":{"x":59,"y":350,"width":584,"height":12}},{"id":"3fa0de40-5c09-441c-adb6-03e906df2517","block_type":"box","text":"(5)","page_number":117,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"18077feb-86b6-4a22-837c-6ae8b54f627d","block_type":"box","text":"Annual director elections allow","page_number":117,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"11b8ff95-855a-4b63-95f4-ef90a2c402ac","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":117,"box":{"x":59,"y":365,"width":843,"height":13}},{"id":"dd5a53ad-a9a2-42c5-a2aa-d74930fec1e8","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":117,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"2f34cae9-7d87-4fa7-96b4-4a824d430f04","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":117,"box":{"x":60,"y":395,"width":832,"height":13}},{"id":"55df09ec-8cd9-426c-a80a-3533d7973ad2","block_type":"box","text":"election at each shareholder meeting.","page_number":117,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"86d07afe-5c99-4e15-a8d1-60bbebb545a1","block_type":"box","text":"Board quality and effectiveness","page_number":117,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"98addde8-9dfc-4c9b-841a-a68a49617f58","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":117,"box":{"x":60,"y":463,"width":793,"height":13}},{"id":"8c6a9b2e-c07e-432b-8bca-341ed6f3d7be","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":117,"box":{"x":59,"y":479,"width":840,"height":12}},{"id":"958bfa8b-4077-4b75-a4c7-721f87eac6f4","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":117,"box":{"x":60,"y":494,"width":819,"height":12}},{"id":"e62c2868-9999-40a9-a52d-f05d1f2d7f30","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":117,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"dbdb5260-74fd-4321-ad68-cad78c5d70cd","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":117,"box":{"x":59,"y":524,"width":724,"height":12}},{"id":"ed120eee-d518-4bd8-8a1c-8da6f2eba8d7","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":117,"box":{"x":59,"y":550,"width":806,"height":13}},{"id":"5f49e138-dad1-4c02-b724-345692eb4007","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":117,"box":{"x":59,"y":566,"width":830,"height":12}},{"id":"28c748b6-5eb5-4516-9059-e8004ea54118","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":117,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"1ff5acf8-95fa-42f3-be3d-e679f7d1cad1","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":117,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"6f404394-619e-454d-9006-3e60076ec961","block_type":"box","text":"term financial returns.","page_number":117,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"bee8979b-f90f-4f03-acc0-e69cec040b3c","block_type":"box","text":"Director independence","page_number":117,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"3b85cadc-8b52-4469-a243-8c58bb01d88d","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":117,"box":{"x":60,"y":664,"width":865,"height":12}},{"id":"089a514a-0211-4841-aca6-6465d4a1103b","block_type":"box","text":"corporate governance across markets.","page_number":117,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"33324e3e-7e21-40b5-b58c-242b4a4d8e1e","block_type":"box","text":"(6)","page_number":117,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"9370f992-3558-4a6a-8e00-e4511bf9baed","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":117,"box":{"x":347,"y":679,"width":571,"height":12}},{"id":"ac85e1c9-860f-4888-bc99-b10ba68a1ac2","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":117,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"55681acf-7d47-445e-af2e-afff37ed93a6","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":117,"box":{"x":60,"y":709,"width":878,"height":12}},{"id":"8755e5ba-b615-474e-b6b8-6b42c2794339","block_type":"box","text":"of controlled companies, at least one-third.","page_number":117,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"9ea4f827-3328-477e-bd9a-613c46ffb4f0","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":117,"box":{"x":59,"y":751,"width":529,"height":12}},{"id":"dbe701f3-27cb-48c9-a278-a4dbdbba5d60","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":117,"box":{"x":59,"y":771,"width":466,"height":12}},{"id":"3365228d-8700-4eb4-9832-cae107408508","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":117,"box":{"x":59,"y":791,"width":627,"height":12}},{"id":"ae7a1c27-e41c-4aef-828b-e568cfb43dc5","block_type":"box","text":"• Interlocking directorates","page_number":117,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"b22f1f92-cf54-481c-9740-c80e1ab8fd30","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":117,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"5cd798b9-ba58-479b-83d4-3c23f92f9f15","block_type":"box","text":"est","page_number":117,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"3bfbdad6-2036-4c76-b120-74aaca804e18","block_type":"box","text":"practice.","page_number":117,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"9b423f0c-23c1-4f21-977a-999560ac095e","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":117,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"6730e0ad-8dea-4342-b29f-19c6d6b83e8c","block_type":"box","text":"ov","page_number":117,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"c32b37ae-c622-41bc-aa4c-bf6efb635515","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":117,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"d7d969c0-1c61-40f0-aba2-4ccb94f9ec46","block_type":"box","text":"A-24","page_number":117,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"f3783ef7-aadd-49f5-b8bf-26b6f39ff14d","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":118,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"f95318bb-d01e-4bc4-86b7-2dffdf1a3d46","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":118,"box":{"x":92,"y":82,"width":646,"height":12}},{"id":"bcac28f8-7bbe-43ca-8223-f0a087e0f28e","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":118,"box":{"x":60,"y":108,"width":847,"height":13}},{"id":"f9a9be81-be4c-42ee-b282-2905efb36435","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":118,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"2203d7d0-ecf5-4c2f-beb4-ba1da6390d31","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":118,"box":{"x":59,"y":138,"width":879,"height":13}},{"id":"c16a5304-9c05-4fcb-a6f8-73d44ca42add","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":118,"box":{"x":59,"y":154,"width":841,"height":12}},{"id":"8c64b9d8-f9da-430c-b7c8-32bc292a3a56","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":118,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"e2e3037f-b370-4b75-94bb-8f204edb58a9","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":118,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"733784f2-bdb9-450d-91cc-60254bbaad51","block_type":"box","text":"situation warrants.","page_number":118,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"d3c8f7a3-23b2-459d-a213-fa0d817eda0d","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":118,"box":{"x":60,"y":225,"width":871,"height":13}},{"id":"fb32dcb8-599c-42be-b574-9ffd043d8e5f","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":118,"box":{"x":59,"y":240,"width":827,"height":13}},{"id":"29e8f418-062b-4346-8dbf-a8f82172fdf5","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":118,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"6376cda9-e189-45b8-806a-37e8710ca98e","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":118,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"87c76ac4-4a35-40e4-9c20-cbd455422e3b","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":118,"box":{"x":60,"y":286,"width":827,"height":12}},{"id":"2eb1713b-601a-418c-8e1a-f09dbbb754a5","block_type":"box","text":"investigate a significant adverse event.","page_number":118,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"475bbe47-12ae-4288-af8a-7d8fc6c058b1","block_type":"box","text":"Sufficient capacity","page_number":118,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"f529e6ed-d5fb-4bab-8c8b-2dcc77f2cede","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":118,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"fdc2de56-eb9e-4cf8-9c7a-f441fbec8409","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":118,"box":{"x":59,"y":369,"width":806,"height":12}},{"id":"8d0f743a-85b5-428f-bc50-880f6e77039e","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":118,"box":{"x":60,"y":384,"width":872,"height":12}},{"id":"c72eac3e-066d-488f-8f17-3aae46144366","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":118,"box":{"x":59,"y":399,"width":613,"height":13}},{"id":"0fd20894-e9cd-45d0-8661-b3cb415ac1f0","block_type":"box","text":"Board composition","page_number":118,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"2fd39f29-a6a5-4bb5-ac04-91b517c7d34f","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":118,"box":{"x":60,"y":452,"width":780,"height":12}},{"id":"f7e9ed32-49fd-4794-a580-86144f843451","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":118,"box":{"x":59,"y":467,"width":822,"height":13}},{"id":"df850ed6-231e-4b03-b71d-5aa5ea6f83d0","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":118,"box":{"x":59,"y":482,"width":758,"height":13}},{"id":"05354c0a-9018-43b4-b2ca-dcd6e7831a03","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":118,"box":{"x":59,"y":509,"width":876,"height":12}},{"id":"bd62554e-e651-4ef9-9415-278462cb5905","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":118,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"19fa981c-5980-40cd-9de3-9c287945c82d","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":118,"box":{"x":59,"y":539,"width":827,"height":12}},{"id":"425e6762-9210-4f11-bd6b-9ce74ed6285c","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":118,"box":{"x":59,"y":554,"width":859,"height":13}},{"id":"70b5848a-2cdd-41a8-81c5-bb2d6caad4a4","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":118,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"0b39e38a-138a-4794-a4d4-d54a0c5c107f","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":118,"box":{"x":59,"y":584,"width":378,"height":10}},{"id":"e44b434f-b74b-40d3-8305-7da976c949a2","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":118,"box":{"x":60,"y":611,"width":860,"height":12}},{"id":"192aa34a-fe10-4c29-bc17-e8fe47cdf4a5","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":118,"box":{"x":59,"y":626,"width":849,"height":12}},{"id":"00e6946d-095a-432c-90e2-98430f4015c7","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":118,"box":{"x":60,"y":641,"width":829,"height":12}},{"id":"44ff156e-d7e3-47d4-ba72-c309d6d6b634","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":118,"box":{"x":59,"y":656,"width":500,"height":13}},{"id":"e666fb4f-aa14-4d42-9407-7e9e7a8874c1","block_type":"box","text":"Auditors and audit-related issues","page_number":118,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"80555366-c058-4a66-be26-7e8f8a0482f1","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":118,"box":{"x":60,"y":709,"width":856,"height":12}},{"id":"dd3669fa-5e40-40e2-a001-d8ece1e1cc7f","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":118,"box":{"x":59,"y":724,"width":810,"height":13}},{"id":"09466050-9b33-4b34-a8f5-6ad04154cc34","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":118,"box":{"x":59,"y":739,"width":458,"height":13}},{"id":"2be83e9a-93ff-4df3-810c-d0e801c1cb23","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":118,"box":{"x":59,"y":766,"width":854,"height":12}},{"id":"1dc46ab2-9816-4588-9206-1107958a97d8","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":118,"box":{"x":59,"y":781,"width":834,"height":12}},{"id":"e01346f7-c06c-4874-aaa4-fcdd45ee5a68","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":118,"box":{"x":59,"y":796,"width":847,"height":12}},{"id":"eec41900-e7cd-48ae-a78d-c5123c185ba4","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":118,"box":{"x":60,"y":811,"width":851,"height":12}},{"id":"6c6843ed-bc8c-4ad7-a5fe-38ef21080f75","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":118,"box":{"x":59,"y":826,"width":527,"height":13}},{"id":"b0c65e27-aca3-4b7c-87ce-7a282c2451aa","block_type":"box","text":"(7)","page_number":118,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"f092a108-290b-40c7-8564-819d9d7c92ee","block_type":"box","text":"In our view, effective audit committee","page_number":118,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"65a4d143-2dd8-4a09-9b91-83779f20427e","block_type":"box","text":"A-25","page_number":118,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"9940402f-a085-4b5d-a261-b0a14f0969ef","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":119,"box":{"x":59,"y":67,"width":831,"height":12}},{"id":"5fea930d-db28-4aa2-813e-d9443619396b","block_type":"box","text":"reassurance to shareholders.","page_number":119,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"a3bd52a9-b41b-4604-8c4a-7aa5d58ad766","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":119,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"8c4dd318-fba6-40c5-a66f-06563e8d8967","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":119,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"8d8fa82c-d149-43fc-8e20-a28b13004fa3","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":119,"box":{"x":60,"y":138,"width":807,"height":13}},{"id":"ad379cfa-a772-4921-ab36-8e5a5be3b022","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":119,"box":{"x":60,"y":154,"width":825,"height":12}},{"id":"e9d1f3f7-81cd-4ee5-afb3-0763290d248d","block_type":"box","text":"oversee the audit process and related activities.","page_number":119,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"848bb0a1-3f93-400f-b6e4-d4ea292777a5","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":119,"box":{"x":59,"y":195,"width":871,"height":12}},{"id":"811831d7-0a66-438f-8a73-31ba9c3fcc5f","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":119,"box":{"x":59,"y":210,"width":811,"height":13}},{"id":"e8f3b907-5084-431f-bd27-6b4c99a0c5c0","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":119,"box":{"x":59,"y":225,"width":827,"height":13}},{"id":"72c7dc49-0ecb-431c-be6b-23069210ce76","block_type":"box","text":"function.","page_number":119,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"7c78eee1-1306-49b8-89f3-fc29f3bcc3d5","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":119,"box":{"x":59,"y":267,"width":874,"height":12}},{"id":"bbb80150-7bfc-40b0-945c-0776d57011ba","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":119,"box":{"x":59,"y":282,"width":876,"height":12}},{"id":"cab329e2-1f4e-4680-9401-bbff583fce56","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":119,"box":{"x":59,"y":297,"width":849,"height":13}},{"id":"3023164c-d654-4bcc-80ac-02f4c97d8e17","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":119,"box":{"x":59,"y":312,"width":870,"height":13}},{"id":"db61a128-e037-41f3-8215-d5be3d95f254","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":119,"box":{"x":59,"y":327,"width":416,"height":13}},{"id":"e3d718ef-17a2-459f-be3d-e5d20edbaf8a","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":119,"box":{"x":59,"y":354,"width":791,"height":12}},{"id":"e3148c5b-c5e1-4ab3-a20b-807f6d77b361","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":119,"box":{"x":60,"y":369,"width":838,"height":12}},{"id":"3ace98d0-0a2e-4e1d-8d32-67c59b3cd885","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":119,"box":{"x":59,"y":384,"width":844,"height":12}},{"id":"aaf1a6c7-1122-4b97-80bb-8063fa7bd02a","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":119,"box":{"x":60,"y":399,"width":857,"height":13}},{"id":"31d40c2a-b516-427f-8339-0e3d4ee2b374","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":119,"box":{"x":59,"y":414,"width":731,"height":13}},{"id":"92dca364-56fe-44b4-aa96-993a20837c4e","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":119,"box":{"x":59,"y":441,"width":577,"height":12}},{"id":"53b0ab55-2438-49cf-9387-89763ee24071","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":119,"box":{"x":59,"y":467,"width":852,"height":13}},{"id":"430a1941-e682-4021-b4b8-db185187dd17","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":119,"box":{"x":59,"y":482,"width":841,"height":13}},{"id":"e7b415a2-edc8-4e79-b3a2-e2e0d1d4549c","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":119,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"cacc5d85-398d-49ab-91aa-41337f9556ce","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":119,"box":{"x":60,"y":524,"width":874,"height":12}},{"id":"e9e3cfc0-0cd3-4124-b07f-5d53f0174356","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":119,"box":{"x":60,"y":539,"width":821,"height":12}},{"id":"6786d4bb-ed9d-46c6-b086-3167fd783da5","block_type":"box","text":"registered shareholders.","page_number":119,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"3c9733c7-9998-46f5-b558-fe3ef527c1dc","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":119,"box":{"x":60,"y":581,"width":844,"height":12}},{"id":"2641c6e0-c8ac-414c-9516-5ce006a21b85","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":119,"box":{"x":59,"y":596,"width":808,"height":12}},{"id":"f2051a2e-2f4e-4917-80a2-a65fefd1f5ea","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":119,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"906b0978-c140-4b39-88ca-72dd451403d7","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":119,"box":{"x":59,"y":626,"width":858,"height":12}},{"id":"1c6c319e-7a9a-47c6-aea8-b61734182384","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":119,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"8a7ae577-0f2d-4d0b-80ef-5fc7754cc0e7","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":119,"box":{"x":59,"y":656,"width":629,"height":13}},{"id":"5aa099dc-f3cf-4a93-9a11-51f87cd0c667","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":119,"box":{"x":60,"y":683,"width":874,"height":12}},{"id":"f8eec8f9-a71d-443b-9339-ea22cb6abfaf","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":119,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"804de8dc-08a7-41ea-a684-c3bd67e1a60f","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":119,"box":{"x":59,"y":713,"width":875,"height":12}},{"id":"9fc3dfed-fcb8-4296-b9e9-108360420363","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":119,"box":{"x":60,"y":728,"width":867,"height":12}},{"id":"2c48eeef-388b-49d3-a764-4e78fb910c2b","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":119,"box":{"x":60,"y":743,"width":864,"height":12}},{"id":"9a6582bb-f3f7-4b17-b13c-b7e1a6053938","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":119,"box":{"x":59,"y":758,"width":826,"height":13}},{"id":"0785eb8b-dc67-48f2-82e9-d7d7e479b129","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":119,"box":{"x":59,"y":773,"width":862,"height":13}},{"id":"5207f21d-17b4-4c99-a04e-12fae16c480d","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":119,"box":{"x":60,"y":788,"width":873,"height":13}},{"id":"78c1770b-72fb-49e3-82dc-18801d9414f9","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":119,"box":{"x":60,"y":804,"width":423,"height":12}},{"id":"350570f4-85cf-462a-9c3c-e753e67a10a8","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":119,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"d19a4367-b3ed-4a4c-9b53-83bab3ee179a","block_type":"box","text":"ng and","page_number":119,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"56eac4e1-94f2-40eb-9a2d-21d0af2e2a12","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":119,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"b3657cdd-6943-4032-90c8-a19ea90504b0","block_type":"box","text":"son","page_number":119,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"1dc2ca21-6f6e-4887-bc76-b3951c27a08d","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":119,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"b047d3e1-290d-4014-8905-9cc547834e17","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":119,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"a3395379-8bb1-4c9b-85de-d5abf4ebf6be","block_type":"box","text":"A-26","page_number":119,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"bd7baf6c-55ad-4460-915a-45bda9a86964","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":120,"box":{"x":59,"y":67,"width":826,"height":12}},{"id":"2dc7bc3f-52dd-4cba-8260-9d10f8acd925","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":120,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"6a804d35-5bf2-4806-ab21-509ef7bd7aa5","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":120,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"a2938925-a4f0-4a8e-8109-4b2696d14bcf","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":120,"box":{"x":59,"y":112,"width":819,"height":12}},{"id":"09e40f9f-f0b9-45cb-9217-a78cb2d87a80","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":120,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"05ef5d76-73cc-420c-8d76-573b50b3a320","block_type":"box","text":"periodically thereafter.","page_number":120,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"19ccd3b4-f18d-4bd6-a184-fb3dc134fbe6","block_type":"box","text":"Executive compensation and benefits","page_number":120,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"afc27ab8-3b90-4e04-b839-55c0dd3ca9d5","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":120,"box":{"x":60,"y":195,"width":826,"height":12}},{"id":"9177842b-dd76-4443-a57d-e84d4728dd48","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":120,"box":{"x":59,"y":210,"width":867,"height":13}},{"id":"285093d1-c284-4927-add9-9d1fdb086595","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":120,"box":{"x":59,"y":225,"width":774,"height":13}},{"id":"e09c1ea5-21c7-47c5-b797-cd1a35f2e42d","block_type":"box","text":"(8)","page_number":120,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"d63d612e-7161-4986-9d4e-4022575b74fd","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":120,"box":{"x":59,"y":252,"width":839,"height":12}},{"id":"5eb51b33-4a47-4018-9c15-fe5ca9826613","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":120,"box":{"x":59,"y":267,"width":849,"height":12}},{"id":"b703c024-6d2c-4a58-b42a-dba57040bfe6","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":120,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"39e79378-2cd0-42e6-ba08-4a650a1c966b","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":120,"box":{"x":59,"y":297,"width":878,"height":13}},{"id":"c8df4864-ee11-40b6-919b-32b1c6077c9f","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":120,"box":{"x":60,"y":312,"width":853,"height":13}},{"id":"fab68c5b-2271-4102-ad1f-596b34c0e2b2","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":120,"box":{"x":60,"y":327,"width":854,"height":13}},{"id":"032e4439-d1ad-4416-aee8-15ff51668705","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":120,"box":{"x":60,"y":343,"width":608,"height":12}},{"id":"cbc8778b-554f-46fb-bc65-60facddce026","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":120,"box":{"x":59,"y":369,"width":877,"height":12}},{"id":"afb21a34-abe7-4ff5-a6c1-09bcba279689","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":120,"box":{"x":59,"y":384,"width":870,"height":12}},{"id":"47aa0664-6281-4470-a760-c2b002cf92fb","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":120,"box":{"x":60,"y":399,"width":871,"height":13}},{"id":"218f736e-4724-4eb8-8a4a-1dbd27a4d19a","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":120,"box":{"x":59,"y":414,"width":831,"height":13}},{"id":"612f4ea2-4b57-49cc-98b9-be26d7148eaf","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":120,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"609cb938-c939-4734-a402-8e6b6318a66e","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":120,"box":{"x":60,"y":445,"width":641,"height":12}},{"id":"6e63308d-959d-4ba4-8f6c-6df7bb399993","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":120,"box":{"x":59,"y":471,"width":861,"height":12}},{"id":"b91e6ba0-24aa-4835-9c7e-21e0566bf039","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":120,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"546223b4-a63a-450e-9206-9f6c46b5e546","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":120,"box":{"x":59,"y":501,"width":870,"height":13}},{"id":"eef7a2ac-79f4-4261-8c2f-9cc72dc8c79a","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":120,"box":{"x":60,"y":516,"width":817,"height":13}},{"id":"dfcbbbeb-6e74-4e80-ab7a-2311a4be5391","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":120,"box":{"x":59,"y":531,"width":863,"height":13}},{"id":"1bc61256-1c96-4484-b115-b1fc31090ce5","block_type":"box","text":"total compensation on peer benchmarking.","page_number":120,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"ddd13f44-5201-44a7-a530-739250073023","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":120,"box":{"x":59,"y":573,"width":826,"height":12}},{"id":"0e25a967-4a42-4b29-86b8-e328b1e6bba9","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":120,"box":{"x":60,"y":588,"width":832,"height":13}},{"id":"e9977b8c-be87-4a96-a308-df84c70a9f95","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":120,"box":{"x":59,"y":603,"width":864,"height":13}},{"id":"7a470855-6318-4e71-a1eb-3bf4a49e363e","block_type":"box","text":"or resulted in a criminal investigation.","page_number":120,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"4cdd8675-08ad-4212-90b9-5083b88de9a9","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":120,"box":{"x":60,"y":645,"width":839,"height":12}},{"id":"a678d9d1-1f56-4310-92b7-582ac61f7d5e","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":120,"box":{"x":59,"y":660,"width":833,"height":12}},{"id":"14ac5d59-2e76-48dd-954b-43206c2409a7","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":120,"box":{"x":59,"y":675,"width":869,"height":12}},{"id":"9b35304f-c5e9-462d-8e8c-8a3e35496bd5","block_type":"box","text":"charged with overseeing.","page_number":120,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"562f861b-a585-4479-94f9-04d6b3f79084","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":120,"box":{"x":59,"y":717,"width":872,"height":12}},{"id":"858f9681-adfd-4e5f-b144-0571005878d1","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":120,"box":{"x":59,"y":732,"width":879,"height":12}},{"id":"abd045ff-ac0b-4f2d-adba-730ef422fb8d","block_type":"box","text":"as well as local market and policy developments","page_number":120,"box":{"x":59,"y":747,"width":336,"height":12}},{"id":"ef81e3cf-1f05-471b-b1b1-1b38c49f918b","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":120,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"bcdb3ac2-2e0a-4de9-a3fb-5d34d8d2d96a","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":120,"box":{"x":60,"y":788,"width":877,"height":13}},{"id":"badb67d6-4dbe-42a8-b8f9-f075da502d12","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":120,"box":{"x":59,"y":804,"width":722,"height":12}},{"id":"7a6d5384-76c6-4b7b-8bbe-74a31898bfdf","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":120,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"da2ac1c0-6952-49dd-80a5-ddf70ab249e1","block_type":"box","text":"A-27","page_number":120,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"27d332d6-5652-4f26-b843-386e12ab9d57","block_type":"box","text":"Shareholder protections and other corporate","page_number":121,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"c9297a8f-0ba2-4e96-897e-2cda4eaace7b","block_type":"box","text":"governance matters","page_number":121,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"b5531154-1a58-4804-8650-0c404842070f","block_type":"box","text":"Corporate form","page_number":121,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"87f77ec0-d842-4e34-a7f1-64557c4fe5d1","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":121,"box":{"x":60,"y":170,"width":874,"height":12}},{"id":"469ac4c3-e1ab-413f-be54-f7de7b08829a","block_type":"box","text":"purpose and business model.","page_number":121,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"ef81c83d-3fcc-40e4-b315-5e7d789631f6","block_type":"box","text":"(9)","page_number":121,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"18597aab-8f15-4ea6-ac90-a94c84027660","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":121,"box":{"x":284,"y":185,"width":583,"height":12}},{"id":"20b93780-4da4-4925-9d30-0869a6cd138b","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":121,"box":{"x":59,"y":200,"width":811,"height":12}},{"id":"ca894489-9cf2-46a0-90c4-e86e7829bd50","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":121,"box":{"x":59,"y":215,"width":859,"height":13}},{"id":"898b3abc-4729-461d-870a-2a26122853ce","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":121,"box":{"x":59,"y":230,"width":852,"height":13}},{"id":"bb29bd5b-d300-444c-aea1-3cdbf2bad6f1","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":121,"box":{"x":59,"y":246,"width":844,"height":12}},{"id":"24206ec8-649e-4915-8856-2523eca2ba1e","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":121,"box":{"x":60,"y":261,"width":873,"height":12}},{"id":"2eeb761a-149d-4ec1-95d1-87da975d8e78","block_type":"box","text":"on a case-by-case basis.","page_number":121,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"56870e00-7877-44d7-a57b-ce2570ef7bb3","block_type":"box","text":"Shareholder proposals","page_number":121,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"e14e2eae-971d-41c9-9ff0-3c83d65d1594","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":121,"box":{"x":60,"y":329,"width":861,"height":12}},{"id":"953fee0e-7fe2-4f0f-b5ed-8d3aa59e3215","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":121,"box":{"x":60,"y":344,"width":783,"height":12}},{"id":"e694ecd5-eaf2-460a-90a5-714e1b2add10","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":121,"box":{"x":60,"y":359,"width":859,"height":12}},{"id":"405c6f04-4572-4486-9f62-391c07a75b22","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":121,"box":{"x":59,"y":374,"width":575,"height":12}},{"id":"12594021-29c4-4c89-be02-8519e7aa04cb","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":121,"box":{"x":60,"y":400,"width":834,"height":13}},{"id":"4d7f6363-60df-4561-a970-abfc53ee8bf4","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":121,"box":{"x":60,"y":416,"width":860,"height":12}},{"id":"9ab8e76e-9281-40a1-9024-6e0e58d8f5f8","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":121,"box":{"x":59,"y":431,"width":828,"height":12}},{"id":"bafe193e-d21f-427b-8b03-e8d66838ef37","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":121,"box":{"x":59,"y":446,"width":819,"height":12}},{"id":"c31d4765-772f-4d16-ac8a-d5b54bdd76bc","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":121,"box":{"x":60,"y":461,"width":833,"height":12}},{"id":"bd0b1715-c118-451f-a1b9-c3ef934bf90c","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":121,"box":{"x":59,"y":476,"width":874,"height":12}},{"id":"1a2991ef-25c6-4c0e-b9e1-dea3e3f11213","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":121,"box":{"x":59,"y":491,"width":834,"height":13}},{"id":"93763615-1b53-4557-b5d3-e50bf010757d","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":121,"box":{"x":59,"y":506,"width":811,"height":13}},{"id":"5f090aa2-a3e0-40ee-8fe7-d7fe33189a40","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":121,"box":{"x":59,"y":521,"width":813,"height":13}},{"id":"558aecbb-1bf0-4d84-916f-c6d478ce8702","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":121,"box":{"x":60,"y":548,"width":827,"height":12}},{"id":"1ee8863f-e314-4cb2-be2f-494b10fb5fe8","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":121,"box":{"x":60,"y":563,"width":828,"height":12}},{"id":"c971599f-6935-46b5-9676-21d81d61a86d","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":121,"box":{"x":59,"y":578,"width":864,"height":12}},{"id":"74f0d64b-b240-4af7-b730-d192732b0496","block_type":"box","text":"given jurisdiction.","page_number":121,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"a27b7b91-d37f-419f-93b2-e287c4a09906","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":121,"box":{"x":60,"y":620,"width":856,"height":12}},{"id":"c1aed3bd-341c-40a4-9ff1-03278fc7226b","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":121,"box":{"x":59,"y":635,"width":866,"height":12}},{"id":"3ba33e40-b2bf-4e28-bfd0-9ccf88c49a76","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":121,"box":{"x":59,"y":650,"width":847,"height":12}},{"id":"484f78ba-4d91-4346-b043-3995d68d07d6","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":121,"box":{"x":59,"y":665,"width":870,"height":12}},{"id":"200eb2fd-f240-4109-9a31-0302c82aab16","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":121,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"83c7f704-6df3-45d1-891d-83e9469d45de","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":121,"box":{"x":59,"y":695,"width":814,"height":13}},{"id":"66afdf85-2efb-4f82-b0ed-498a08845147","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":121,"box":{"x":59,"y":710,"width":677,"height":13}},{"id":"1ca90e4b-941f-4896-b282-3cb16825ad60","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":121,"box":{"x":60,"y":737,"width":856,"height":12}},{"id":"e40bff93-a6bb-4de1-9df0-e1f63b034e89","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":121,"box":{"x":60,"y":752,"width":852,"height":12}},{"id":"bbd0b91e-76a9-4f1d-b012-d2eefbce958b","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":121,"box":{"x":60,"y":767,"width":828,"height":12}},{"id":"0ac8615f-889f-497f-b849-9fbd106901e8","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":121,"box":{"x":60,"y":782,"width":582,"height":13}},{"id":"988b08c1-f5aa-49dc-b615-43d24ce64214","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":121,"box":{"x":59,"y":891,"width":462,"height":10}},{"id":"2c435107-2703-4798-9dfb-efa3052ea44c","block_type":"box","text":"A-28","page_number":121,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"f9cde501-cd55-45f8-b148-e8bf84aca64c","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":122,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"02c77669-69b8-4643-a830-4a6a685ff2c9","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":122,"box":{"x":59,"y":93,"width":868,"height":12}},{"id":"1cfbd17d-ab83-4c0a-a0cf-902b8189ab87","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":122,"box":{"x":59,"y":108,"width":836,"height":13}},{"id":"09aeafdf-f523-4508-a5b0-991f0fb61cdc","block_type":"box","text":"creation.","page_number":122,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"42735370-77e0-4ed2-94b8-6d1b9a0af50f","block_type":"box","text":"(10)","page_number":122,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"1a4953b0-82d3-4ede-bf2d-0fa8d402fb70","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":122,"box":{"x":59,"y":150,"width":834,"height":12}},{"id":"ed10351a-496e-4629-894c-646251994e71","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":122,"box":{"x":60,"y":165,"width":830,"height":12}},{"id":"11014213-f114-470f-9158-425fd22c43c0","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":122,"box":{"x":59,"y":180,"width":846,"height":12}},{"id":"f67c9f63-b095-4e4b-bac6-1fec9005b288","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":122,"box":{"x":59,"y":195,"width":781,"height":12}},{"id":"647dc675-19fa-41af-a8be-48c473b789fb","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":122,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"1797bea6-6323-4907-858f-765fa6fb3061","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":122,"box":{"x":59,"y":237,"width":878,"height":12}},{"id":"fafdc480-8e50-403b-b97c-65054a676d07","block_type":"box","text":"useful in our analysis.","page_number":122,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"48bd47ca-be1f-4d96-87c3-f6b204768e13","block_type":"box","text":"(11)","page_number":122,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"f13dc95d-34aa-4380-8d2e-65d1242058b9","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":122,"box":{"x":237,"y":252,"width":641,"height":12}},{"id":"566e0b9f-ee8c-415c-9c46-3d37b1407206","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":122,"box":{"x":60,"y":267,"width":869,"height":12}},{"id":"d6e135ea-fc7d-44d8-b0f8-cc666ebc1d83","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":122,"box":{"x":59,"y":282,"width":588,"height":12}},{"id":"1023aa24-b7fd-4e2a-ae4d-a551ba45eb0a","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":122,"box":{"x":59,"y":308,"width":855,"height":13}},{"id":"93b79f58-21f5-4bce-a7c9-5275d8327203","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":122,"box":{"x":59,"y":324,"width":874,"height":12}},{"id":"fc1e658d-8665-468b-8e64-b3b7ba3bf021","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":122,"box":{"x":60,"y":339,"width":850,"height":12}},{"id":"4581d103-1b0b-4ddc-ac35-9b3f99dbf82b","block_type":"box","text":"make informed voting decisions.","page_number":122,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"a8aee1b2-a693-472c-a75b-07ec6e4a9dfd","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":122,"box":{"x":60,"y":380,"width":863,"height":13}},{"id":"fc5f6bec-49ff-4615-914b-ea4ce3cf4193","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":122,"box":{"x":59,"y":395,"width":872,"height":13}},{"id":"109cdd00-e1da-4245-99a2-3a8c60826175","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":122,"box":{"x":59,"y":411,"width":872,"height":12}},{"id":"f6db51c2-8555-40bd-816d-fc51da9a5eac","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":122,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"8245339d-eba4-4f09-aee0-428b253fb700","block_type":"box","text":"responsible business practices.","page_number":122,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"1659530f-ca62-4174-a597-0439c7a3cfea","block_type":"box","text":"Climate and nature-related risk","page_number":122,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"77ae1200-3bcd-49ab-93f5-c74468e18785","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":122,"box":{"x":59,"y":494,"width":828,"height":12}},{"id":"8fd18b15-9984-4d97-ab44-9b946eaa51ab","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":122,"box":{"x":60,"y":509,"width":865,"height":12}},{"id":"ee00508a-f6c7-4b79-bd90-77aea68b63d2","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":122,"box":{"x":59,"y":524,"width":818,"height":12}},{"id":"27e54daf-0028-4482-bab0-867258b18f8e","block_type":"box","text":"transition, including where available, their transition plan.","page_number":122,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"46eff3ba-a759-4f17-b4e6-4f4635af9aef","block_type":"box","text":"(12), (13)","page_number":122,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"aa095872-1882-4f38-8e28-0a3b8da7f13e","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":122,"box":{"x":516,"y":539,"width":393,"height":12}},{"id":"d3a75f7e-36a5-4a7c-a8b7-6a7e13a23bcd","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":122,"box":{"x":60,"y":554,"width":820,"height":13}},{"id":"5e7d0568-d9b1-4cc8-afca-b5f1bd9e741c","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":122,"box":{"x":60,"y":569,"width":480,"height":13}},{"id":"bea53024-eb1b-434a-a73b-cb00a3c61401","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":122,"box":{"x":60,"y":596,"width":878,"height":12}},{"id":"18c2235c-7797-42f3-a6fc-5476466e1602","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":122,"box":{"x":59,"y":611,"width":848,"height":12}},{"id":"57c6cc80-fe91-401c-80d9-ef437989382a","block_type":"box","text":"market.","page_number":122,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"0dc2f388-7eb3-49b9-acb1-1136f0fd92a9","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":122,"box":{"x":59,"y":682,"width":825,"height":10}},{"id":"3eaa311a-0fc1-45a7-89df-c6afaa49039e","block_type":"box","text":"del that","page_number":122,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"a6bfc11a-1bd3-48c3-9811-e70ad864b652","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":122,"box":{"x":92,"y":695,"width":826,"height":10}},{"id":"82842670-30ba-4a21-bee8-6063bb95965d","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":122,"box":{"x":92,"y":707,"width":832,"height":10}},{"id":"ef6bd72c-807e-4e50-be10-bf7a0cc42be3","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":122,"box":{"x":91,"y":720,"width":443,"height":10}},{"id":"fadabacf-1b78-4720-b5e4-2cef1d715529","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":122,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"11a5ee9d-5fbe-466c-9b13-dc910d6cdd0e","block_type":"box","text":"ld on","page_number":122,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"aaa93a09-f772-45e9-9b70-748af36ababd","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":122,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"0797398d-d8ff-4463-bcf9-70c2476538e9","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":122,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"96d7a44f-5f52-4a45-92a9-99387b001a79","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":122,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"9c01a7d9-bf3b-46a5-a5d8-e3a85158c286","block_type":"box","text":"accessed in December 2025.","page_number":122,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"93bcbde5-ce62-4271-8cac-8681b5274bd2","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":122,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"169e5a60-f47b-4b71-a9c3-4ad1966312f3","block_type":"box","text":"uire","page_number":122,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"f87b9c63-8986-428f-99a4-d398c75afb0f","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":122,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"74f50d0d-33cc-48f6-b751-70a0c05c5823","block_type":"box","text":"for","page_number":122,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"e438bc36-3c21-4406-acd2-1c4a1e931d84","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":122,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"38768b72-2eb2-43ba-9ed6-74da67d2deeb","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":122,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"4d394d7d-0378-4184-8033-8c41818a3056","block_type":"box","text":"ins","page_number":122,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"b583616d-46e4-4118-a589-4e9b62056ae9","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":122,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"ce3bf36c-2244-4365-af66-c731f5aa5331","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":122,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"996fad7c-c3cc-42b6-9603-4d8c5f3ad21c","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":122,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"7b7c380c-3684-4a76-8d2a-bf1771bcab8b","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":122,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"18609507-20c2-4c4e-8ef0-873d066355a4","block_type":"box","text":"A-29","page_number":122,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"1594de3b-0515-461a-a643-f5cc22c6cf46","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":123,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"1b24d2a5-556d-4180-aa77-1d481df8bfe0","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":123,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"65a84908-8034-47b4-8543-7ec28abef56e","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":123,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"4443ee12-bb7a-4fc3-bde5-e575da1864f9","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":123,"box":{"x":59,"y":112,"width":491,"height":12}},{"id":"ce7cd297-7b0a-4ee5-828b-d814944fce2e","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":123,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"ac6543d2-d809-47b0-bf50-71d9017cd92f","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":123,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"384ad2e7-ccbe-4e69-884f-2f4a0a70482e","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":123,"box":{"x":60,"y":169,"width":832,"height":12}},{"id":"f007d22a-1af8-49e3-9e48-9ac14bd1c28e","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":123,"box":{"x":59,"y":195,"width":870,"height":12}},{"id":"9b4ff979-975b-4983-9489-02980e420cc2","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":123,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"600e1e49-62fa-4c39-a190-2232190dee1f","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":123,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"405e3610-cda0-47cf-9c70-d62fadb5e05a","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":123,"box":{"x":59,"y":240,"width":817,"height":13}},{"id":"cfd98126-723c-4e88-afae-e2d9bec52208","block_type":"box","text":"methodology develops.","page_number":123,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"a04164b4-866c-4d3f-9826-9c128de165c8","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":123,"box":{"x":60,"y":282,"width":826,"height":12}},{"id":"0dd60049-7627-4ee3-a2e7-7d8e3b3e2d45","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":123,"box":{"x":60,"y":297,"width":835,"height":13}},{"id":"482ba91a-519e-4c7e-9e22-9bb0c0938502","block_type":"box","text":"financial returns.","page_number":123,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"c658e17c-5ece-4c1d-a169-85700838f227","block_type":"box","text":"(14)","page_number":123,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"05da4713-b345-499f-b0bc-32e27d42722d","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":123,"box":{"x":203,"y":312,"width":722,"height":13}},{"id":"74dfe636-1cc2-461e-b1d3-693319cab08c","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":123,"box":{"x":60,"y":327,"width":538,"height":13}},{"id":"df4991c8-a05d-4d7d-8f57-72c72f0892a3","block_type":"box","text":"(15)","page_number":123,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"78d544f4-3ae2-4957-ac2c-4602b5ed6ae6","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":123,"box":{"x":76,"y":354,"width":519,"height":12}},{"id":"83b76c4e-bc03-4d20-9872-3fcb016bc5bd","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":123,"box":{"x":59,"y":380,"width":784,"height":13}},{"id":"195d6bb2-277c-47b2-8cc7-bbe3514973bb","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":123,"box":{"x":59,"y":395,"width":842,"height":13}},{"id":"08529c24-b7af-4108-b8e3-c54f2b48956c","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":123,"box":{"x":60,"y":411,"width":387,"height":12}},{"id":"54063106-7e81-4d75-8fe8-c5d46cbb2100","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":123,"box":{"x":60,"y":437,"width":847,"height":12}},{"id":"8be740ab-24b8-437c-8954-2bfa6b0b494c","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":123,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"21e2792d-dc7a-4797-8259-6cc5d18d7abc","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":123,"box":{"x":60,"y":467,"width":872,"height":13}},{"id":"16a87127-13fc-4e12-aca4-6db962de535c","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":123,"box":{"x":59,"y":482,"width":531,"height":13}},{"id":"8d4a2598-60e1-43af-9887-c1f2088d1d0f","block_type":"box","text":"(16)","page_number":123,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"1b17dc4c-fa3b-4a1b-9c06-e4b35e9cda82","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":123,"box":{"x":59,"y":509,"width":843,"height":12}},{"id":"ba67e19f-c0cf-47f1-b867-fa6d3a2ef5fd","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":123,"box":{"x":59,"y":524,"width":836,"height":12}},{"id":"9442137e-b653-4873-84a6-24a23c4954bc","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":123,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"f5f16b5a-9fe4-4ebe-b135-fcb4732a774c","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":123,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"e0fb3d95-836e-40e4-be54-1eb05f40cf14","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":123,"box":{"x":59,"y":569,"width":861,"height":13}},{"id":"fb9860d5-f685-4692-a590-de1647a13066","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":123,"box":{"x":59,"y":584,"width":837,"height":13}},{"id":"f218d2fe-faca-48f9-90b6-dfe2253be8e1","block_type":"box","text":"management and the board.","page_number":123,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"f4ad682a-a6f0-47d2-923f-1431dad7e3c3","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":123,"box":{"x":60,"y":626,"width":844,"height":12}},{"id":"d2349804-88b8-4eb8-9a90-0705ec8ee1fc","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":123,"box":{"x":59,"y":641,"width":830,"height":12}},{"id":"8e6a4226-fe81-4240-9407-77237f85b094","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":123,"box":{"x":60,"y":656,"width":833,"height":13}},{"id":"1422c12f-3df6-4fbc-99ce-70bac19cf630","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":123,"box":{"x":59,"y":671,"width":728,"height":13}},{"id":"feb88428-ebf1-4b74-8299-e0df6fcdb25a","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":123,"box":{"x":59,"y":698,"width":837,"height":12}},{"id":"7a03deba-3eb7-4af0-bf4d-02b373a146ca","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":123,"box":{"x":59,"y":713,"width":843,"height":12}},{"id":"b8172822-b759-43bd-93f9-ddc3f1d7dc3d","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":123,"box":{"x":59,"y":728,"width":726,"height":12}},{"id":"0e14ef28-c54c-4744-8ec2-0f3ee92997b6","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":123,"box":{"x":60,"y":754,"width":441,"height":13}},{"id":"0315641f-b6ac-44cd-9cbb-8792e34a0810","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":123,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"93b837e5-8860-49a5-a27a-b4b343face15","block_type":"box","text":"global and regional level.","page_number":123,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"a522797a-9f7f-440d-bc20-892caee52fd3","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":123,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"76c1a1c3-2ef8-49bb-8ac5-19fe19dfeb65","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":123,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"d4ee86eb-2da8-40ce-85fd-322b4d0eeacd","block_type":"box","text":"en","page_number":123,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"1503d4fc-bf90-45ae-8e18-913d7af516ae","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":123,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"dbb1a7b4-9ae7-4a78-9bbe-d722389e83b9","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":123,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"8163f2e8-2f5f-440a-bb70-681483dd6613","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":123,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"d37b9e97-00ee-4819-853b-6d94815d2d7b","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":123,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"4b8ddab9-ba62-456e-8b8e-ded9a9b5aa3c","block_type":"box","text":"A-30","page_number":123,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"160c9abc-5905-4965-8830-80e025950f05","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":124,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"e9940c38-8a56-46b2-a97d-9a0ff6260020","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":124,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"2936f819-3b38-4aad-b9b5-e64ed589c2f2","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":124,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"73ad7212-49b3-4af1-ac8a-6057d3f966db","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":124,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"7a990509-87e9-48e8-a0fb-a369fa553113","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":124,"box":{"x":60,"y":127,"width":860,"height":12}},{"id":"d16e5b06-93e5-4903-a72e-0c2727a8ba2e","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":124,"box":{"x":60,"y":142,"width":873,"height":13}},{"id":"5c0a35ec-36c7-478c-a690-04a4947db9f2","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":124,"box":{"x":60,"y":157,"width":824,"height":13}},{"id":"b02ce325-b58b-4803-8627-0824f469e95e","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":124,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"5eebba4f-1192-47d8-80d6-ba8cea985284","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":124,"box":{"x":59,"y":199,"width":845,"height":12}},{"id":"b20e9434-7190-46b5-aa2b-8938e1d88a1b","block_type":"box","text":"activities for their specific markets.","page_number":124,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"7b2092e8-0c40-4a2c-85ab-4a1ee9733b40","block_type":"box","text":"Vote execution","page_number":124,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"6bee4fcc-63fb-4875-86fa-16945a86d695","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":124,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"f08555e4-fb03-4cbf-862b-0acbc0c1e35b","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":124,"box":{"x":59,"y":282,"width":853,"height":12}},{"id":"68d52adb-70c9-499e-993f-b5d01ce5f96c","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":124,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"4fd73042-87dd-4cc9-95de-60cff485b0c8","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":124,"box":{"x":59,"y":312,"width":866,"height":13}},{"id":"1da98f55-3fda-49e8-b97c-8b583bf80bb1","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":124,"box":{"x":60,"y":327,"width":874,"height":13}},{"id":"b3053e7f-6805-4838-affd-a64359bcaaa0","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":124,"box":{"x":59,"y":343,"width":677,"height":12}},{"id":"288a321b-f4ef-4ff0-bb99-092e71fbec55","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":124,"box":{"x":60,"y":369,"width":843,"height":12}},{"id":"772233fe-51b9-4ea2-9177-285fff606cbc","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":124,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"692a03fd-07ae-4d68-83ad-cd1ff715c409","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":124,"box":{"x":59,"y":399,"width":819,"height":13}},{"id":"a47ca4c4-24a7-4edc-8a46-026a43a210e8","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":124,"box":{"x":60,"y":414,"width":877,"height":13}},{"id":"3a60c842-dab9-463d-b689-c249a79475d2","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":124,"box":{"x":59,"y":429,"width":859,"height":13}},{"id":"829a7b55-c223-4e27-a32f-74efb9126707","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":124,"box":{"x":59,"y":445,"width":863,"height":12}},{"id":"94e39f49-4bee-462c-9193-020ec17c4da7","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":124,"box":{"x":60,"y":460,"width":807,"height":12}},{"id":"8553dcc8-1d90-4e22-a1ec-b7a66fe26fe0","block_type":"box","text":"burdensome administrative requirements.","page_number":124,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"9c95aa8d-a214-4cae-89c3-6906821a6901","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":124,"box":{"x":60,"y":501,"width":817,"height":13}},{"id":"ad598f11-5278-43db-8141-112e3c609c81","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":124,"box":{"x":60,"y":516,"width":868,"height":13}},{"id":"f870df35-66c7-427e-b89e-17f7cb6571fb","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":124,"box":{"x":59,"y":531,"width":879,"height":13}},{"id":"ffb77a3c-069b-47bb-b88b-2d917277e176","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":124,"box":{"x":60,"y":547,"width":397,"height":12}},{"id":"985d6a07-6f95-4c03-a95c-d3418e494669","block_type":"box","text":"Conflicts management policies and procedures","page_number":124,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"c211ff44-8c94-40f2-aa9f-929185f98fda","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":124,"box":{"x":60,"y":600,"width":849,"height":12}},{"id":"1691250f-6ea4-497f-8c4d-1d8c1a7921f2","block_type":"box","text":"level vendor management activities.","page_number":124,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"610aeb3c-e882-44c3-860c-0c107a6b2319","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":124,"box":{"x":60,"y":641,"width":873,"height":12}},{"id":"d8590fc8-a604-462c-8b6b-fe2e590669b1","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":124,"box":{"x":60,"y":656,"width":829,"height":13}},{"id":"7962baed-59fd-4fb0-8bf1-868ab7435221","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":124,"box":{"x":59,"y":671,"width":730,"height":13}},{"id":"8feb70db-3588-46ba-95c3-952a97cdd837","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":124,"box":{"x":60,"y":698,"width":584,"height":12}},{"id":"66b209ae-3742-4ba6-bed3-c6dede34edfe","block_type":"box","text":"Securities lending","page_number":124,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"cdd42f01-171e-469f-9ffa-2f1ec453c0bc","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":124,"box":{"x":59,"y":751,"width":863,"height":12}},{"id":"d673ceaa-4387-4e32-a54c-6c7ed1361881","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":124,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"cb11b16c-d31d-450a-83b4-069c0ef33124","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":124,"box":{"x":59,"y":781,"width":845,"height":12}},{"id":"5e13703e-3162-4337-ba09-13666d18574a","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":124,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"809d01a4-ef3d-4982-8bf4-e41328e8495b","block_type":"box","text":"industry standard legal agreements.","page_number":124,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"74a904b5-acf4-4adf-bfcd-73f46294a493","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":124,"box":{"x":59,"y":838,"width":866,"height":12}},{"id":"9f0179d5-10e2-4ef0-ae00-7dc2032c38bd","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":124,"box":{"x":59,"y":853,"width":828,"height":12}},{"id":"60e438e9-96a0-47fa-8eb2-4ff9a36c563c","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":124,"box":{"x":59,"y":868,"width":866,"height":12}},{"id":"96f66507-2a50-4404-a774-f954fcb04ce8","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":124,"box":{"x":59,"y":883,"width":854,"height":12}},{"id":"7fa47541-7ff0-4210-acb6-5369706ed93a","block_type":"box","text":"A-31","page_number":124,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"2d9c032b-9c61-4620-9106-4f072978c545","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":125,"box":{"x":60,"y":67,"width":837,"height":12}},{"id":"8a3c3768-ab04-4785-9450-445152591d97","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":125,"box":{"x":59,"y":82,"width":726,"height":12}},{"id":"df333671-23ad-4e51-8806-d000582e7938","block_type":"box","text":"(17)","page_number":125,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"62dcbe29-7097-4907-b1d1-04f438821b52","block_type":"box","text":"BIS works with","page_number":125,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"5268d545-7786-47da-8a44-a9f0bc767218","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":125,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"a0805cfe-e06e-4fca-8f35-579e195e7f3b","block_type":"box","text":"recalling shares on loan.","page_number":125,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"ad3ed71a-f4b3-4af5-b7e5-85ec0d51d0ee","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":125,"box":{"x":60,"y":138,"width":872,"height":13}},{"id":"ec4c50dc-e25e-4f5f-8877-363c68990a80","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":125,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"f5b23aa8-c28c-49a5-a876-f3696fb38424","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":125,"box":{"x":60,"y":169,"width":831,"height":12}},{"id":"65337887-64e7-4fe7-8f64-f8e3c6704195","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":125,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"d5eac652-74ee-4709-9ce2-a016d99e36d8","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":125,"box":{"x":59,"y":199,"width":406,"height":12}},{"id":"a22a8907-16c9-40b3-9a3d-272568ca524f","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":125,"box":{"x":60,"y":225,"width":840,"height":13}},{"id":"d40ec1ec-3d50-43ae-9833-0bc2a6a28a38","block_type":"box","text":"modify it as necessary.","page_number":125,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"af631e7b-176f-463f-b49d-74603819c32a","block_type":"box","text":"Voting Choice","page_number":125,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"bc4f49b8-f9d7-44ea-9040-2192e10026ff","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":125,"box":{"x":60,"y":293,"width":855,"height":13}},{"id":"94a88b2b-1153-459e-b276-5f5238ba6642","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":125,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"987c9838-03a8-4e95-8392-e4d907149ce4","block_type":"box","text":"(18)","page_number":125,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"92bc5acc-7279-418e-8b40-3b0718706c83","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":125,"box":{"x":59,"y":335,"width":848,"height":12}},{"id":"3106de5d-5c1c-410c-bb7f-1fecbb203c8f","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":125,"box":{"x":59,"y":350,"width":828,"height":12}},{"id":"ad0b8cee-1df3-44bf-81ef-d75e3543e2a0","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":125,"box":{"x":59,"y":365,"width":811,"height":13}},{"id":"6e39c081-5ad1-496b-9697-4983cc80ee20","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":125,"box":{"x":60,"y":380,"width":877,"height":13}},{"id":"5d0e9980-fa47-4aca-8eb1-3d7f12c86872","block_type":"box","text":"their investment strategies.","page_number":125,"box":{"x":59,"y":395,"width":189,"height":13}},{"id":"274c76a1-52fa-4fe5-8669-c55cc1a5d349","block_type":"box","text":"(19)","page_number":125,"box":{"x":250,"y":393,"width":20,"height":8}},{"id":"fe5431d1-bc2c-4d95-aa61-eeae0fee0b05","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":125,"box":{"x":275,"y":395,"width":591,"height":13}},{"id":"b5c7c90a-93c7-40d2-985a-223c26070e56","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":125,"box":{"x":60,"y":411,"width":327,"height":12}},{"id":"6d3ea34d-2c6f-4958-a039-23bdc0819372","block_type":"box","text":"(20)","page_number":125,"box":{"x":389,"y":409,"width":21,"height":8}},{"id":"4df31cb6-7db4-4f1f-96f7-4fc969a0ec7d","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":125,"box":{"x":59,"y":437,"width":859,"height":12}},{"id":"e86f68e1-82a5-4bd7-be59-0b40abe24270","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":125,"box":{"x":59,"y":452,"width":864,"height":12}},{"id":"1ebb7242-161e-40c0-a2fd-39362aa72b61","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":125,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"66f85131-461c-41ba-96c6-937fe0430d39","block_type":"box","text":"because of Voting Choice.","page_number":125,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"1fe2d000-8e77-489c-b9ab-b18a926b8e31","block_type":"box","text":"(21)","page_number":125,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"decc47b3-0727-4dc7-b526-2b4c82feaaa5","block_type":"box","text":"Reporting and vote transparency","page_number":125,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"a1f3a84f-a9b6-4c2b-b07c-cf6d32df2b0b","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":125,"box":{"x":59,"y":535,"width":805,"height":13}},{"id":"dab057c9-03af-4636-85b8-85a5ff862239","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":125,"box":{"x":59,"y":550,"width":846,"height":13}},{"id":"453ec91b-63bf-4990-bdb4-d3b59bbf9ef0","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":125,"box":{"x":60,"y":566,"width":875,"height":12}},{"id":"e47dbcfd-62e4-49ac-b788-5974c09659d8","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":125,"box":{"x":59,"y":581,"width":840,"height":12}},{"id":"e217d7ac-a068-4a40-968a-e156b9a4502d","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":125,"box":{"x":60,"y":596,"width":425,"height":12}},{"id":"737cd5a9-1695-4c4f-8e2a-30f98808a6d5","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":125,"box":{"x":59,"y":743,"width":848,"height":9}},{"id":"44262db9-5cdb-4159-9bc6-feb330c08be1","block_type":"box","text":"ally","page_number":125,"box":{"x":909,"y":743,"width":18,"height":9}},{"id":"cb836cbb-ff42-4c20-8a21-6af44dce904c","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":125,"box":{"x":91,"y":755,"width":818,"height":10}},{"id":"85c429f1-8fb7-4ce6-9c5d-e5475349cc26","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":125,"box":{"x":92,"y":768,"width":831,"height":10}},{"id":"ef3e76f3-a6c9-4bb6-8d1b-0794e9e3ac0f","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":125,"box":{"x":92,"y":780,"width":810,"height":10}},{"id":"d9983be8-2564-406f-96b0-07bb0b03fba7","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":125,"box":{"x":92,"y":793,"width":831,"height":10}},{"id":"4149ce11-89c5-4a7b-b0bd-921e509725e5","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":125,"box":{"x":91,"y":806,"width":746,"height":9}},{"id":"251976d3-14bf-4310-bfd7-f50575e4e820","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":125,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"5373b766-3c5c-4c82-a46d-9548187eba57","block_type":"box","text":"nsider","page_number":125,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"19e0fbe3-453e-4431-8df8-e76db0e5922e","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":125,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"70907639-8eb3-444e-bb6b-f51a087fe47b","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":125,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"3a2f9286-a08e-4606-b286-b0a8ec648ffe","block_type":"box","text":"s from","page_number":125,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"e04b3cdd-6001-4857-b9e5-d0882fc59fdc","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":125,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"b6f0ef9b-457c-460e-9d04-9e47471b7ed1","block_type":"box","text":"icy.","page_number":125,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"2119f396-71df-46bc-afe3-fa5694a3de71","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":125,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"1fa1f023-fa97-4143-8f74-0be5f797f323","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":125,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"34e8d505-5e25-4cd8-be46-39f126686967","block_type":"box","text":"A-32","page_number":125,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"334c1ccc-8c4f-40d0-a8d8-30099c3d97bb","block_type":"box","text":"Want to know more?","page_number":126,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"af5f4fed-eb31-4fcb-b8bb-2e3c18b784f9","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":126,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"a03f0b5e-be05-4373-bc3f-349788d4dd00","block_type":"box","text":"This document is provided for information and educational purposes only. 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All rights reserved.","page_number":126,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"db02e290-facb-40a5-91e2-aea0327bf29a","block_type":"box","text":"BLACKROCK","page_number":126,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"6552dcc3-4c4e-4861-ae8c-1f8c278c45ab","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":126,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"b4246e64-769e-4305-bc90-db20c6de8af5","block_type":"box","text":"States and elsewhere. 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BlackRock offers a range of proxy voting","page_number":127,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"7cd23a12-5c20-4681-bbb3-0f22119b3818","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":127,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"4b0f6267-d377-45ee-b406-a75543e99860","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":127,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"f4d34bdc-7cf4-40e0-b38d-7b931307d484","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":127,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"ec8fb383-77fb-47c0-b963-be081ada7bdd","block_type":"box","text":"majority of our clients. 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economy:","page_number":129,"box":{"x":92,"y":155,"width":745,"height":12}},{"id":"253bcd8f-f906-4e34-9b69-e5afdab49e81","block_type":"box","text":"This includes","page_number":129,"box":{"x":842,"y":155,"width":91,"height":10}},{"id":"0befcd96-21b4-46c4-a989-afb4e9084912","block_type":"box","text":"companies which produce goods and services that contribute to real world decarbonization or have a carbon intensive","page_number":129,"box":{"x":92,"y":170,"width":830,"height":12}},{"id":"cebd4055-fb0a-49f9-be63-085f5566af82","block_type":"box","text":"business model and face outsized impacts from the low-carbon transition.","page_number":129,"box":{"x":92,"y":185,"width":519,"height":12}},{"id":"1d36c31f-d927-4761-ab16-0918364153b8","block_type":"box","text":"•","page_number":129,"box":{"x":59,"y":209,"width":4,"height":3}},{"id":"e5ccb62f-ff47-4150-8b22-fdf0fd5bc058","block_type":"box","text":"Apply a nuanced approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":129,"box":{"x":91,"y":205,"width":822,"height":13}},{"id":"018673a1-d4fd-4639-8fde-6ee876a21753","block_type":"box","text":"sectors and markets:","page_number":129,"box":{"x":92,"y":220,"width":149,"height":10}},{"id":"aa8b3763-03c0-4948-9bdc-6183d1204eeb","block_type":"box","text":"The Guidelines take into consideration the varying speeds at which sectors and markets are","page_number":129,"box":{"x":246,"y":220,"width":642,"height":13}},{"id":"f3308fa7-dc46-471e-a248-a40048e2d241","block_type":"box","text":"decarbonizing based on technological feasibility, consumer demand, government policy, regulatory frameworks and","page_number":129,"box":{"x":92,"y":235,"width":810,"height":13}},{"id":"84b8592a-5c9d-41d3-a3fd-dcfeaa5fe48e","block_type":"box","text":"other factors. 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It reflects a view that a smooth transition — where companies adapt","page_number":129,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"97ffd33f-3464-4fc7-aee8-961b60b35b0b","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":129,"box":{"x":91,"y":316,"width":845,"height":12}},{"id":"46321666-399b-43a0-950b-9591454a68ad","block_type":"box","text":"stakeholders than a disorderly transition. 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Under the Guidelines, the dedicated team makes","page_number":129,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"2248195d-f42f-438f-86c6-a9697d4f0ff5","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":129,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"11bdb13c-ec9f-4351-815c-3e4ee35f24dd","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":129,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"6c1d99d8-50a3-47dd-9465-6ca252865f7d","block_type":"box","text":"Voting approach under the Guidelines","page_number":129,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"d34c90bb-4f60-4826-bf9f-bc6efb067b1a","block_type":"box","text":"(12)","page_number":129,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"44a7dd24-cf9c-4d67-9587-73fec4be8a3f","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":129,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"5aa21046-b59b-4b68-a2ea-fe092445aad3","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":129,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"4f99afd3-1906-4b2a-9911-be20df300962","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":129,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"b0a3d59a-09d8-4f7f-a5af-8badd574660d","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":129,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"9fd84953-c1e3-4cea-9c21-91e0c872b168","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":129,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"32468fc0-6dfa-4cd7-afe8-06e7e34c3c1c","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":129,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"3d91894d-91cb-4fb1-859a-2ad84773a89b","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":129,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"847250bd-1627-4f2d-9ade-307a91ca770b","block_type":"box","text":"Corporate Disclosures","page_number":129,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"714b5ebf-6c89-4cf8-8c3e-91b11e1b186b","block_type":"box","text":"(13)","page_number":129,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"cf4d23b1-84ae-4785-b09e-bdf4cf2de0d4","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":129,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"0bb044a1-9031-47a0-b65b-2e3652f25451","block_type":"box","text":"the company’s strategy is aligned with the low-carbon transition. As a general point, the team looks to companies that are","page_number":129,"box":{"x":59,"y":700,"width":856,"height":13}},{"id":"8dfdc03e-4000-4402-b4b1-67ff181a887b","block_type":"box","text":"important to the transition to a low-carbon economy to explain the strategy and governance frameworks that they have","page_number":129,"box":{"x":60,"y":715,"width":840,"height":13}},{"id":"0012af44-c7cc-4602-9c7c-3a96ac595600","block_type":"box","text":"determined most appropriate, which may include:","page_number":129,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"04b459e0-1e1d-4ab1-9e64-e5ebeaab22b6","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":129,"box":{"x":60,"y":751,"width":865,"height":12}},{"id":"ccb8ecbd-38ec-4884-994e-43d1c754ef61","block_type":"box","text":"(11) Aladdin","page_number":129,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"6a85a87b-4c26-4d14-9202-b65eb79a9d38","block_type":"box","text":"®","page_number":129,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"785dc1b4-1328-4656-bd03-61b5cee5beaa","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. Aladdin","page_number":129,"box":{"x":144,"y":798,"width":689,"height":10}},{"id":"f74944d2-6188-4428-8032-6be4ccb44e58","block_type":"box","text":"®","page_number":129,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"12744e7c-13b0-4c3a-903d-77b17ad90350","block_type":"box","text":"is a proprietary","page_number":129,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"6d68b833-2e3b-4fc1-bedd-f7eae1bd0bfc","block_type":"box","text":"investment and risk management platform.","page_number":129,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"d61c5ebd-c748-4468-abf8-35aad71d12fc","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":129,"box":{"x":59,"y":826,"width":859,"height":10}},{"id":"521edcd3-e0d6-4190-a67c-04c57b625db0","block_type":"box","text":"ill","page_number":129,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"749668aa-679f-414b-b2eb-b3ffcdc945a4","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":129,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"530bcf87-6246-4b8b-b808-da4251abcd5f","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":129,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"4d8ec1e4-0775-4d8e-b0ec-6b660328897e","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":129,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"e6af8c41-5bf7-4b43-a626-af9a03488575","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":129,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"afc9c777-9c21-4154-a197-23acbf9774fd","block_type":"box","text":"d","page_number":129,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"a8554e17-6ef0-4431-a189-e46b3d54e018","block_type":"box","text":"looking statements.","page_number":129,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"d67a5550-3dae-4d62-a5e0-e1f910bc254b","block_type":"box","text":"A-36","page_number":129,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"39cc14a5-aa2a-44a1-8996-0b80f6bfe3d5","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":130,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"619ef1e9-37fa-4f3e-839f-21a257d9b40e","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":130,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"569be121-a6ef-40c2-83b9-f51bc938c90d","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":130,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"d4420f8e-051f-402a-aa74-c03e8c7a36f2","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":130,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"2d0fa271-754c-4708-8092-6301a79c182b","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":130,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"49b1d38c-d502-46fe-9630-24edb73468b1","block_type":"box","text":"(14), (15)","page_number":130,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"d4ea0247-312d-43e1-b4e6-d3526d4d0c7f","block_type":"box","text":"IFRS S1","page_number":130,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"0aa76d45-36bc-48bd-9a0d-ac9b1c004231","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":130,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"0fb04131-e19e-4d71-9068-08bf23c087a0","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":130,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"75661d7d-838c-4edc-aef3-56f6a61f31c1","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":130,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"4f81ca4a-88c5-4c69-bdc8-fb49549356bf","block_type":"box","text":"standards are developed.","page_number":130,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"1221308f-abb3-41fe-8c62-738297c5a6e6","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":130,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"f1527bdc-c6e8-4fec-8e34-f79996e39de5","block_type":"box","text":"(16), (17)","page_number":130,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"3476db5f-c10d-42a9-bfe8-51a1e69950f7","block_type":"box","text":"In addition, the dedicated team looks to","page_number":130,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"cf4f402c-9baf-4f51-a4cc-8e360aa7f46b","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":130,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"f4318951-554c-4826-aa7b-10e353f3e0be","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":130,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"b2fceca7-8f45-408d-a88f-c8e4faab9f35","block_type":"box","text":"reductions. Scope 3 information, including how a company is working with its value chain to accelerate reductions in","page_number":130,"box":{"x":99,"y":258,"width":818,"height":12}},{"id":"62aa95b3-383f-44de-97ab-e1c736ccc3f9","block_type":"box","text":"GHG intensity, provides useful insight to investors focused on investing in the low-carbon transition and understanding","page_number":130,"box":{"x":98,"y":273,"width":833,"height":13}},{"id":"d16b5f68-3127-4b37-a9c7-68a31f7d2275","block_type":"box","text":"the impact of their investments on their decarbonization goals.","page_number":130,"box":{"x":98,"y":288,"width":439,"height":13}},{"id":"ea540a26-d5d3-4c08-b8bc-5b2ec61990a7","block_type":"box","text":"(18)","page_number":130,"box":{"x":539,"y":286,"width":20,"height":8}},{"id":"f1ae6bc2-cb7b-4620-9d3c-e994db295373","block_type":"box","text":"However, the team recognizes that companies have","page_number":130,"box":{"x":565,"y":288,"width":358,"height":13}},{"id":"61aba221-f4e8-4502-a79d-411591418680","block_type":"box","text":"varying ability to influence the emissions across the different parts of their value chain and, therefore, it is helpful when","page_number":130,"box":{"x":98,"y":303,"width":831,"height":13}},{"id":"db258b6f-984c-424c-89b0-267d88b46787","block_type":"box","text":"disclosures explain the implications for the achievement of their decarbonization targets. For some companies that play","page_number":130,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"bc2e4b12-e0e8-42e9-9cbc-dd980c7dc702","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":130,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"4bad374f-4c36-4673-bd1d-16390a71dd62","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":130,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"206f0f13-a017-4710-ac66-bf0812d616cc","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":130,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"f1401540-eae5-429f-af99-abcbe231ad04","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":130,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"7e1466f1-86c7-4aed-a7ae-3a5819290b1a","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":130,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"699db593-d33d-4e5c-96ff-3529bf3651be","block_type":"box","text":"mitigate material transition risks.","page_number":130,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"321b81d9-f6e7-46db-a03a-cd61d057f033","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":130,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"b804b5c4-ccf4-4a2c-ba10-d2fdc4bc6afb","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":130,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"c11ad446-40a2-49bb-b360-bbc54e5e914b","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":130,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"2dd5391d-7095-4235-bbbb-f6137d5ee1da","block_type":"box","text":"Transition plans","page_number":130,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"d8abb3ec-cc7f-45e7-94d7-d2d0bb7e0737","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":130,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"5a5f5235-04be-4c1b-b380-2fddfb93004d","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":130,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"10bea29f-5120-4514-a43d-73c26af60c57","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":130,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"ba29fcb1-fc7f-4023-b742-e7edfd98edbc","block_type":"box","text":"(19)","page_number":130,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"bce4397e-84b6-4556-a824-6021dfb59dc4","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":130,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"2b384c26-5949-4e3f-88ba-9e85be939310","block_type":"box","text":"ld on","page_number":130,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"38f5a73c-d440-4033-9945-0f666a190226","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":130,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"4836e680-0ee9-494c-865d-36b0e77e8a9f","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":130,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"e1994ee4-4cdc-401d-9e78-c9fa02ee36f9","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":130,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"bc8e3941-0cc1-4bd5-9c04-23d70f1fe871","block_type":"box","text":"accessed in December 2025.","page_number":130,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"30ed1be3-fa52-4a6a-8745-1a92a79296e8","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":130,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"d1c128df-7256-414f-9d76-ac9bc0505c66","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":130,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"21779399-e441-4e95-88c3-c1f4cdee12b6","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":130,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"346c96bb-1a73-4fd5-9d70-80c06bc878a1","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":130,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"4c04e8fb-0e6d-4bda-8fe1-d19ceb65ef58","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":130,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"3ed9cead-bcac-45cc-b140-3df3daf00287","block_type":"box","text":"o","page_number":130,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"c745573c-94b5-4713-8e49-a3de27afa5a5","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":130,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"be5955af-659d-4809-8842-badb48c40bf6","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":130,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"dee46d42-2b17-45f8-b131-5bf1e8e3f327","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":130,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"dce8ef24-4654-497e-9ac7-0824fc9f01c5","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":130,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"a177b34f-2443-4862-9bfb-3b26c67e09ef","block_type":"box","text":"o","page_number":130,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"0ffdd01c-ff0d-4ab3-b1a3-8c948ac6eb1c","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":130,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"f73d6bd9-76a4-4059-9564-e394e9329445","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":130,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"250bd60e-3517-426f-9568-2d80cdeab3d9","block_type":"box","text":"December 2025.","page_number":130,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"8ccbc8d2-80a0-45d9-90cc-6aabf49aa525","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":130,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"56d7d2a9-89c8-4418-8ff6-d0c7b2178564","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":130,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"19c7fda0-77bd-4cb3-814b-f98ad06beb1e","block_type":"box","text":"by","page_number":130,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"ca5d3eac-5966-403b-9d4b-727f46c33d76","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":130,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"7d2d207b-0fd1-4d66-b7f2-5e90435d1ef9","block_type":"box","text":"ries that are material to their business models.","page_number":130,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"96871e0b-d706-48b9-92b2-993fce660c6d","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":130,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"45f6def0-e6c1-4f23-bc92-f8ccbb09c8e9","block_type":"box","text":"A-37","page_number":130,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"da109f30-bcbb-49b0-9b27-4eb3a17e0e68","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":131,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"ca8a2acd-1a04-468b-a241-f32adc91100f","block_type":"box","text":"plans.","page_number":131,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"e7b8a26d-6974-41bb-912e-cb4888cf796f","block_type":"box","text":"(20)","page_number":131,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"f4ab5f6a-acb0-49a3-83f0-c516a4856d0c","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":131,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"c50bb45d-ec57-480d-88ca-9a458becf6c6","block_type":"box","text":"approaches.","page_number":131,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"c79cf135-f353-4b8c-8208-20d5f4b8db83","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":131,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"cac8bbdc-5c3e-44be-a279-5cfe7b74c141","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":131,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"24c6ccb9-9d79-405d-a57d-06535d1646ef","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":131,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"3d988605-cfe2-40ec-a711-50306f39fae3","block_type":"box","text":"Boards and directors","page_number":131,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"d5a90ff3-ed7d-4571-a761-6fd818b9e6e5","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":131,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"0d4a2870-3d0f-4472-82ef-0ee19da6bf4c","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":131,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"87db65e1-4e46-4485-a760-95de795c0103","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":131,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"65ea9388-a711-4123-9136-407b2894f64f","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":131,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"d34cb7f9-ada5-4a66-967b-12638ab3498a","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":131,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"be19bb04-985a-478b-812e-d948aa5872c3","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":131,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"000974ca-6b9b-4b7f-bc05-c7accd8ee846","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":131,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"0ebb91f4-fc0b-4687-923a-f7275f2dc661","block_type":"box","text":"accountability for delivery by senior executives.","page_number":131,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"bbf5bf0c-55da-4082-88be-366d9e6c4f09","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":131,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"66c3f99f-eedc-470c-8208-e2b07daaabd1","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":131,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"5d3c0482-d194-4392-9b63-edf4511fd8a6","block_type":"box","text":"transition strategy.","page_number":131,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"3014599e-ab87-4bc5-8a77-bce4bec00211","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":131,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"3d32b63a-0259-448d-a25d-c7598de161aa","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":131,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"023e4166-b71a-41cc-945b-8244280ef415","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":131,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"646d4923-6ae9-40e8-a600-758d4eec2881","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":131,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"1b0f82cb-14d5-493b-9f64-37a96cab1c8b","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":131,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"b9c3fbec-75da-4e85-b12f-0097e304f8c2","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":131,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"211e051e-9ca9-4b46-b4ce-bc8d7fbd7666","block_type":"box","text":"low-carbon transition strategy.","page_number":131,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"5011823c-e26a-4e93-a51c-c9e318838799","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":131,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"aebeb103-0ff6-400a-a2e9-0d62a0380848","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":131,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"182d961c-21ee-4de9-921f-09b5f728ec77","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":131,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"08c048c2-d3c4-40af-a9c9-13c02a051cad","block_type":"box","text":"constituents in their value chain.","page_number":131,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"206fe3d4-e0ce-4186-aaf8-2f97cdff2559","block_type":"box","text":"(21)","page_number":131,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"a986ab30-4326-448c-89f9-1272f01c1c16","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":131,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"a5b31789-b9af-4040-a3a1-7a060dde51d4","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":131,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"d42d0c7a-4bb2-4321-b00b-935266d14d9e","block_type":"box","text":"(22)","page_number":131,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"09390ab2-bb49-46f3-afb3-7b4417b073c9","block_type":"box","text":"The dedicated team looks for public policy","page_number":131,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"99d438ed-c5a5-492b-be84-06cc77468619","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":131,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"6be82bc1-5a97-435d-abed-2448c5d098ed","block_type":"box","text":"carbon transition.","page_number":131,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"261a8a64-7ee3-4e19-a967-2ce9181016c1","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":131,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"118fb4bf-f99f-4697-af20-ac88a91ed389","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":131,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"917a9eba-805b-40cb-9cdd-a08c6eee66e7","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":131,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"7c654950-2b67-4ad4-b952-b02666e21fa1","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":131,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"976d52c2-65f5-4528-b72a-0532ba6a4f1d","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":131,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"3343e424-48d0-4d8a-8adb-078886509d24","block_type":"box","text":"ave","page_number":131,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"07bde6de-66ef-4bc1-aad5-7b11e642a26b","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":131,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"42fa034e-f6b1-43d3-89f0-e35f4d6636d0","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":131,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"b715c2c1-a68f-42b1-849e-93af27b301cb","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":131,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"76e4e288-2b7b-47da-9dca-04ec62f46b09","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":131,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"d044c7b2-3bc0-48d7-ba73-a124051e7407","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":131,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"04cdb949-22a0-4fe7-8a68-d0081f58686f","block_type":"box","text":"lv","page_number":131,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"ce2f52a9-9c43-4326-9699-49ba82156505","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":131,"box":{"x":92,"y":826,"width":819,"height":10}},{"id":"d808bf94-7ed3-4268-86af-82c64e062d02","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":131,"box":{"x":92,"y":838,"width":822,"height":10}},{"id":"77bef54b-5caa-408a-9d37-abca92d8c835","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":131,"box":{"x":92,"y":851,"width":832,"height":10}},{"id":"c67243ba-f5fc-4660-be9f-26781a324de6","block_type":"box","text":"n","page_number":131,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"ab0c3cd8-868f-413a-b475-fd2524bff350","block_type":"box","text":"December 2025.","page_number":131,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"0b4f7af0-5c9d-440c-90b3-3b8b384ddaed","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":131,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"a7a16965-1691-4929-abdf-5fda23dae312","block_type":"box","text":"hips), and","page_number":131,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"3d7c6753-f22b-4dfc-aa66-0d69a9e565e3","block_type":"box","text":"corporate political contributions.","page_number":131,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"910b9094-d23a-4f03-9088-2766cb6ee0c0","block_type":"box","text":"A-38","page_number":131,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"7cc42e80-e28c-4592-9fab-501df9a37ecf","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":132,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"5059c601-24ff-4755-8cb9-199a9d681886","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":132,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"27409d78-1fa3-4eb4-a75c-01557d0444a4","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":132,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"7fbb3594-8dd2-449e-acd4-cee731cee6d2","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":132,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"97b5214f-2075-45f3-a5c3-47f1f4cdea30","block_type":"box","text":"board or equivalent and/or board reports.","page_number":132,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"ca30cf02-a611-42f0-81de-53ddd91fb8b2","block_type":"box","text":"(23)","page_number":132,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"12ce6f8d-367e-48e1-8304-5cdef9817017","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":132,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"68c1924d-f5a8-45ad-b4e2-7f646d35b72f","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":132,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"58e793f9-2b5d-40b4-a28a-0d4eec29bf3c","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":132,"box":{"x":60,"y":184,"width":455,"height":12}},{"id":"cf1713ec-a899-4541-aed8-36ce0c04a918","block_type":"box","text":"(24)","page_number":132,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"ba3504f4-03e1-436f-83dc-a520946db5d1","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":132,"box":{"x":76,"y":210,"width":521,"height":13}},{"id":"cd7131dd-bac9-42cd-bc55-34fc62068b5a","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":132,"box":{"x":60,"y":237,"width":849,"height":12}},{"id":"63a37e57-7f9d-4969-8940-1028016e1f52","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":132,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"493f3eb0-4122-402d-ac92-5608772c3184","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":132,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"37382548-97a2-4a29-b2ae-7e8d1cb4baf4","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":132,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"cd89b68f-f999-4ed8-97cf-f7776d27c385","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":132,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"0b38bd54-ecef-48fc-aab3-2cf52d896848","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":132,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"604336a6-0d92-4827-a3db-bd0359d5a2e6","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":132,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"5b2ba12b-06b9-4998-ac5a-9a0f70b86ad7","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":132,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"167c008e-f6ae-4ebe-8c04-cb57e45f7b09","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":132,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"5ffee545-abe8-40ac-b7be-4f08cd4d1c28","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":132,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"64fb0d11-3639-4b40-aed6-fb67335d232b","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":132,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"41471519-8a80-4a33-ad70-4c60e6aeb598","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":132,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"60b9da94-aac1-4224-a46d-b4881bd48711","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":132,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"56793454-70eb-4d36-b6ae-9ffdae417e32","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":132,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"99869bf3-fe07-402d-a7ed-bf16e3c462d8","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":132,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"bb6b9df9-b6e6-4aa1-95d7-fafb4f5923b1","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":132,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"67f2e8a6-ff18-41c0-885d-7b12754bc427","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":132,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"b4a70454-b10e-42db-8a48-80b997e25adf","block_type":"box","text":"ask a company to:","page_number":132,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"a64fc6ec-8f98-41b8-871e-f1b20261fda1","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":132,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"35a604fb-26fd-4f99-baab-e7d8d3c54329","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":132,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"08c22d8a-d5b9-4d36-bdd2-40ec399b6862","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":132,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"a37a38e5-30af-49a5-8d62-71d54edafa7a","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":132,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"5e8686a9-e189-4470-b46d-01a23aef05b0","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":132,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"f21d6757-38f5-4da9-9fe4-ab275d358ce6","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":132,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"0cbbde50-4768-472b-976a-d363999fc1e6","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":132,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"41a8d536-35d7-42e2-a434-380b6a54638d","block_type":"box","text":"(25)","page_number":132,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"49f56e2d-995c-42a7-9cd3-050f1c751bcd","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":132,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"356bddaa-b985-4ce1-b338-6336a04b3432","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":132,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"43fc48e6-c866-4d6b-95be-cb96f9633ddf","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":132,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"0b822fb5-84bf-4957-a2bf-4844c4df50ab","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":132,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"b844db6c-affa-4d61-9771-52db211730f2","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":132,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"e3e7f3a4-041e-4759-ab1c-c27c24fe223b","block_type":"box","text":"not","page_number":132,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"f958999b-0b74-4c29-946c-d5c90393a25c","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":132,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"532fba49-c284-413d-8954-42808ed5db03","block_type":"box","text":"e","page_number":132,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"aa9efa11-f360-431b-81ad-99168b59491b","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":132,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"7da109f4-3d37-40c6-bdaf-c68b11e38fc4","block_type":"box","text":"lines.","page_number":132,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"e4d5db28-e25d-4e6e-8c30-4cd663bac173","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":132,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"23ff17e1-225c-4723-a54a-4ef7e4487187","block_type":"box","text":"hips), and","page_number":132,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"29ee9608-1f3c-4127-aa5d-6eb808cbcde8","block_type":"box","text":"corporate political contributions.","page_number":132,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"51c34d10-219f-45a3-aede-6db26eab233a","block_type":"box","text":"A-39","page_number":132,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"5597157f-7d45-4b4c-9579-c5470ddc030b","block_type":"box","text":"Related matters","page_number":133,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"3828d382-d8b2-4347-88c1-d0a35d4c2382","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":133,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"a1bef62d-baa1-4cb1-9d82-87e4edf28dac","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":133,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"d947668b-32ce-4e2c-9c6f-ce0aeac889f9","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":133,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"c6fc93f1-1e30-436d-a47f-953e3188df10","block_type":"box","text":"Policies.","page_number":133,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"da670898-ccab-4efa-9211-577183589cda","block_type":"box","text":"Executive compensation","page_number":133,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"1e181578-c972-480c-a358-5df8032685e5","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":133,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"5032ba7c-4e06-449e-bfd8-0d85bdcd45ee","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":133,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"e6e1ddf7-000e-433b-baae-f552086c7a3c","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":133,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"ecc8da7d-6b6d-49f1-821e-8222dec17945","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":133,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"b0db74db-b6f4-4a73-8b94-a8ce8b1f0378","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":133,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"43e184c5-b1c1-4c02-9ddb-782a0a793a81","block_type":"box","text":"Auditors and audit-related issues","page_number":133,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"9feddcbc-6d69-4b77-a363-eaed4c1019b0","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":133,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"af9d36e0-68dc-40fe-9a96-55a4fe7213b7","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":133,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"5f310fc2-bcd2-47f6-9f2a-d81ea78cca58","block_type":"box","text":"related risks in its financial statements, including if the company explains such risks within the context of its audit report. The","page_number":133,"box":{"x":60,"y":335,"width":876,"height":12}},{"id":"d20c8f69-1929-4b50-a303-6b7c8a1f5f25","block_type":"box","text":"team notes that assurance of corporate disclosures related to climate risk and the transition to a low-carbon economy is still","page_number":133,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"36b2f0f5-9d80-4c61-ada5-181478f51e6f","block_type":"box","text":"nascent.","page_number":133,"box":{"x":60,"y":366,"width":57,"height":9}},{"id":"8f732545-a9cd-4254-adca-4f42bec3fb33","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":133,"box":{"x":76,"y":392,"width":448,"height":12}},{"id":"2ac67432-7bbf-4aad-8326-daa995aa9b90","block_type":"box","text":"Special situations will be considered on their financial merits, but the dedicated team may engage on climate-related factors","page_number":133,"box":{"x":59,"y":418,"width":870,"height":12}},{"id":"1fe52b3c-5c4d-44fc-9035-485a58f35de5","block_type":"box","text":"under these Guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has","page_number":133,"box":{"x":60,"y":433,"width":871,"height":13}},{"id":"2f730548-b23a-4ea4-8c17-0fc55c4038d3","block_type":"box","text":"proposed governance, strategic or operational changes that may impact its climate strategy. The dedicated team does not","page_number":133,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"f2bd10fe-3d2a-4d4b-a704-adaafeef6c93","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":133,"box":{"x":59,"y":463,"width":512,"height":13}},{"id":"cbe7b6dc-202f-479f-81b5-60defe457f9e","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":133,"box":{"x":76,"y":490,"width":498,"height":12}},{"id":"a95f3eab-a862-4be8-9c77-4df3e28b48c5","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":133,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"b8477d1f-b903-45ce-8e4f-877a651b877c","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":133,"box":{"x":60,"y":531,"width":852,"height":13}},{"id":"05bc793c-d75c-4b78-bbb7-48ab9a4117e8","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":133,"box":{"x":59,"y":547,"width":651,"height":12}},{"id":"00b6343d-5ab4-4537-a880-9c81f7aaa037","block_type":"box","text":"(26)","page_number":133,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"1e5679ee-7131-4129-a89c-1d6bba90816b","block_type":"box","text":"In the context of these","page_number":133,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"cb7622f0-ceb2-456e-af10-c910d5ed88ed","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":133,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"5201082f-0d36-40a9-9f5e-58969aa8e8a5","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":133,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"71c22b17-ac00-4ae1-b16e-648f352cb4fe","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":133,"box":{"x":59,"y":592,"width":844,"height":12}},{"id":"09798bfd-4e92-4c66-a69e-1e59eb07f0eb","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":133,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"e9f832cb-6952-4089-85a6-6d82299d24ff","block_type":"box","text":"to a low-carbon economy.","page_number":133,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"af5b4812-5319-41f4-aab0-7f0ee8869d24","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":133,"box":{"x":59,"y":879,"width":872,"height":9}},{"id":"93f8db86-400f-4f34-b309-e58945651bb4","block_type":"box","text":"rights risks, December 2025.","page_number":133,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"7b3df7f0-bc30-4994-b54f-23d6c67a5b58","block_type":"box","text":"A-40","page_number":133,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"c14eb04c-fd3d-4348-b9dd-c6d205881008","block_type":"box","text":"Appendix 1","page_number":134,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"495ad4ba-567a-4687-a761-c98e2477e1b7","block_type":"box","text":"Terminology","page_number":134,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"9f356fae-a713-4b27-8dd8-cfb64e10c6d7","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":134,"box":{"x":59,"y":120,"width":552,"height":12}},{"id":"11464909-1a2e-4f3a-ab5e-4de52c59582a","block_type":"box","text":"Climate risk:","page_number":134,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"fe96cfb1-d54f-48b5-85d9-0c4f81c1587b","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":134,"box":{"x":154,"y":146,"width":742,"height":12}},{"id":"fb441371-e2ea-4cce-b490-292a139d4089","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":134,"box":{"x":59,"y":161,"width":817,"height":12}},{"id":"2d015a36-def6-4e43-b1fb-4841412d4e7f","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":134,"box":{"x":59,"y":176,"width":340,"height":13}},{"id":"1347378c-df5e-4652-9e05-d16b0f44f38c","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":134,"box":{"x":58,"y":203,"width":455,"height":12}},{"id":"8c798e78-4118-4ada-a702-f644e1ea635f","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":134,"box":{"x":518,"y":203,"width":401,"height":12}},{"id":"739d0613-87d0-4a62-afa4-d639b88403ce","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":134,"box":{"x":60,"y":218,"width":805,"height":12}},{"id":"1d5c6608-3016-43b3-b3e4-3c1aaa0a56d5","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":134,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"e8aeb1ce-72d0-42df-8ade-7a04c9af88eb","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":134,"box":{"x":59,"y":248,"width":567,"height":12}},{"id":"3a0ecc07-ea66-4668-bf44-b6a31a5f2b61","block_type":"box","text":"Decarbonization:","page_number":134,"box":{"x":60,"y":274,"width":121,"height":10}},{"id":"2c8f52f3-ca2d-4004-a1d0-e053510818bb","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":134,"box":{"x":186,"y":274,"width":498,"height":13}},{"id":"660b9162-9cca-41f5-a301-a3cd1721b5e3","block_type":"box","text":"2","page_number":134,"box":{"x":685,"y":281,"width":6,"height":6}},{"id":"878c1415-b8da-4de5-8960-4a6da7c7af57","block_type":"box","text":") from human activity and","page_number":134,"box":{"x":692,"y":274,"width":182,"height":13}},{"id":"da664549-c208-495f-970c-c411c35c97ae","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":134,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"305c62c2-6816-4724-935f-af44c85dec17","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":134,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"cdcda2ff-5add-4edb-90da-196fbc786c14","block_type":"box","text":"Climate-related risks and opportunities:","page_number":134,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"12f0ee74-e8f3-4339-bcb1-a3f2d3c352c9","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":134,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"266df4b9-953b-40ae-a1e8-f63a8e6ab2c7","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":134,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"28473d8f-5a25-49ed-9a4b-94cbf4bcefb4","block_type":"box","text":"climate change.","page_number":134,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"4d7cccb9-d450-4ca0-a0bf-a45e0e7462e4","block_type":"box","text":"Climate-related transition plan:","page_number":134,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"6c372ca6-2199-4dcf-a7e1-d601af34d412","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":134,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"645d1e35-06fb-41a7-afde-b2b49a968c22","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":134,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"b5af9766-67ff-4ec7-8d20-d9171fcc47c6","block_type":"box","text":"emissions.”","page_number":134,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"4a1a349a-9dae-40a4-9add-bd1df2f2abe0","block_type":"box","text":"(27)","page_number":134,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"2b33bbeb-4d61-447f-9a39-920ecef2460a","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":134,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"057351fb-21c9-47a1-bee9-997e32e8aa0c","block_type":"box","text":"Targets that “","page_number":134,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"87d2c688-0e05-41fa-9826-a795f8338a76","block_type":"box","text":"are in line with what the latest climate science deems","page_number":134,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"17538910-c5aa-4771-829d-6205cab327b3","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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