{"annotation_id":"55b015cb-a91c-4fea-9bf2-142a0182397c","file_hash":"a1e35d8439c602774f85b16ff4e3e7c8e5422374448006044c75eb5eb034588b","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"c3c35e30-bd54-4ffd-9108-6dcfa2ca0def","block_type":"box","text":"iShares Trust","page_number":1,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"69c8cfe4-bf45-4c21-b803-8d2364a43485","block_type":"box","text":"Supplement dated October 5, 2026","page_number":1,"box":{"x":367,"y":85,"width":269,"height":12}},{"id":"c0237506-d5dd-43d8-9426-a5624ba64337","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus,","page_number":1,"box":{"x":273,"y":100,"width":456,"height":13}},{"id":"b91e95ec-d67b-4b2a-98c7-6147748563c1","block_type":"box","text":"and Statement of Additional Information (the “SAI”)","page_number":1,"box":{"x":302,"y":116,"width":400,"height":12}},{"id":"691e92b8-2800-45f9-a4f2-7f0452c21a0f","block_type":"box","text":"for the iShares MSCI EAFE Growth ETF (EFG), iShares MSCI EAFE Value ETF (EFV), iShares MSCI USA","page_number":1,"box":{"x":123,"y":131,"width":757,"height":13}},{"id":"ee548941-5ebb-411c-9c62-e7dab6fbf04a","block_type":"box","text":"Momentum Factor ETF (MTUM), iShares MSCI USA Quality Factor ETF (QUAL) and iShares U.S.","page_number":1,"box":{"x":144,"y":147,"width":716,"height":12}},{"id":"3618bc61-aa6b-468d-b8ae-28c0747eeadf","block_type":"box","text":"Aerospace & Defense ETF (ITA) (each, a “Fund”)","page_number":1,"box":{"x":316,"y":162,"width":370,"height":13}},{"id":"210f0d45-0a39-42a0-88b0-7397dfa5715a","block_type":"box","text":"The Board of Trustees of iShares Trust has authorized a forward stock split for each Fund at the ratio set","page_number":1,"box":{"x":116,"y":185,"width":760,"height":13}},{"id":"69b2cd0f-06e9-4f51-a3f7-87fb21c41793","block_type":"box","text":"out below. 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At the annual reconstitution, qualifying","page_number":7,"box":{"x":150,"y":239,"width":700,"height":13}},{"id":"6f0d2b40-8b18-4d9a-b9be-ced3c6c96084","block_type":"box","text":"constituents are re-selected based on the eligibility criteria, and float-adjusted market capitalization","page_number":7,"box":{"x":150,"y":254,"width":724,"height":13}},{"id":"a520ebb1-e37c-4689-bd5c-c750c793ba74","block_type":"box","text":"weights are determined subject to the weighting exposure limits. The reference date for the input","page_number":7,"box":{"x":149,"y":268,"width":711,"height":13}},{"id":"a7e2ee67-7761-44af-a8dc-aa88a4ae2295","block_type":"box","text":"data used to determine security qualification is the last index business day of August, and the","page_number":7,"box":{"x":150,"y":283,"width":680,"height":13}},{"id":"77c0a261-bb31-4309-ab4c-ef07c4a1606c","block_type":"box","text":"reference date for the input data used to determine weights is the close of the last trading day of","page_number":7,"box":{"x":151,"y":298,"width":703,"height":12}},{"id":"3e0dde24-fc52-4bae-a162-0f35b48fe4b7","block_type":"box","text":"August. The announcement date is the close of the first Friday of September.","page_number":7,"box":{"x":150,"y":312,"width":562,"height":13}},{"id":"be228fe8-0ce3-4e7e-9bcd-6fa02319e98d","block_type":"box","text":"2) The following paragraph is added to the “Index Maintenance” section of the “NYSE Semiconductor","page_number":7,"box":{"x":117,"y":333,"width":754,"height":13}},{"id":"b3d0f80d-d370-4d1a-8492-74ed6c948fb3","block_type":"box","text":"Index” section in the SAI:","page_number":7,"box":{"x":151,"y":348,"width":184,"height":10}},{"id":"43e5bcf5-bd81-4e40-af4e-6737e50fea91","block_type":"box","text":"If the deletion of a constituent in between the","page_number":7,"box":{"x":151,"y":369,"width":325,"height":10}},{"id":"6eca1041-3b24-412e-8102-80f241fda4b1","block_type":"box","text":"annual reconstitutions leads to the Underlying Index","page_number":7,"box":{"x":477,"y":369,"width":374,"height":12}},{"id":"b7f9de3e-f697-4d1c-b293-a8c44cb26f9e","block_type":"box","text":"containing fewer than 30 constituents, then the de","page_number":7,"box":{"x":150,"y":383,"width":359,"height":13}},{"id":"80e8772d-b8ae-4153-81d9-0101b93044cd","block_type":"box","text":"leted constituent is replaced with the qualifying","page_number":7,"box":{"x":510,"y":383,"width":339,"height":13}},{"id":"46d2c859-ef61-485f-a98c-2f2bb9080899","block_type":"box","text":"non-constituent security with the next highest security","page_number":7,"box":{"x":151,"y":398,"width":388,"height":12}},{"id":"5c0352e6-a2dc-43e0-bd35-ca3de5473095","block_type":"box","text":"-level, non-float adjusted market capitalization","page_number":7,"box":{"x":539,"y":398,"width":333,"height":12}},{"id":"e2af97a5-f227-4fbf-8921-bf665b1dffc8","block_type":"box","text":"from the most recent reconstitution. The addition takes place at its security-level float-adjusted market","page_number":7,"box":{"x":150,"y":412,"width":734,"height":13}},{"id":"9fe4c657-6b52-4c4d-91a2-41f393fa19d5","block_type":"box","text":"capitalization as of the announcement date of the ch","page_number":7,"box":{"x":150,"y":427,"width":372,"height":13}},{"id":"b62d890c-97b5-4631-b283-ef478495ce3b","block_type":"box","text":"anges, with no additional capping rules applied. 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The Underlying Index incorporates a “Fast Entry” rule to allow for the expedited inclusion","page_number":7,"box":{"x":226,"y":498,"width":657,"height":13}},{"id":"a4ee425e-3bf5-403c-9ca4-d942f39d463c","block_type":"box","text":"of qualifying newly listed securities, such as IPOs, direct listings, spin-offs, or transfers from an","page_number":7,"box":{"x":150,"y":513,"width":688,"height":12}},{"id":"645390db-9554-4618-b7fb-ae57ba4eac16","block_type":"box","text":"ex-U.S. exchange or OTC market, between annual reconstitutions. 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If the newly listed security ranks within the top 15 securities, it is added","page_number":7,"box":{"x":151,"y":621,"width":735,"height":13}},{"id":"0c7119bc-24aa-4718-bc91-9bba2d1d63ef","block_type":"box","text":"to the Underlying Index as a Fast Entry addition after the close on the Fast Entry Effective Date. The","page_number":7,"box":{"x":149,"y":636,"width":722,"height":12}},{"id":"2a166795-fcae-48ac-9879-84c35721e424","block_type":"box","text":"addition takes place at its security-level float-adjusted market capitalization, with the addition","page_number":7,"box":{"x":150,"y":650,"width":682,"height":13}},{"id":"1cda397c-a41c-4c81-b8cf-e6d157895c1f","block_type":"box","text":"subject to an individual constituent weight cap of 4% and the Underlying Index subject to a","page_number":7,"box":{"x":150,"y":665,"width":661,"height":12}},{"id":"f38d4a45-5e1b-493f-94f3-14f82dc5d6e3","block_type":"box","text":"cumulative ADR weight cap of 10%. The constituent weight cap and ADR weight cap apply only","page_number":7,"box":{"x":150,"y":679,"width":697,"height":13}},{"id":"abaccc78-fd34-4cbf-8301-5b9b9bcd8669","block_type":"box","text":"until the next reconstitution or rebalance date, as applicable.","page_number":7,"box":{"x":150,"y":694,"width":437,"height":13}},{"id":"50f55157-51de-431c-9b78-2be38e5b08c4","block_type":"box","text":"Fast Entry additions that take place in the annual","page_number":7,"box":{"x":151,"y":715,"width":335,"height":13}},{"id":"2070ff13-b5bf-42a4-9ae1-c02b438a9b02","block_type":"box","text":"reconstitution and rebalance months are handled in","page_number":7,"box":{"x":491,"y":715,"width":358,"height":10}},{"id":"d20171a6-f442-4867-a246-c062f5d6c33a","block_type":"box","text":"accordance with the Fast Entry timeline except when the","page_number":7,"box":{"x":150,"y":729,"width":393,"height":13}},{"id":"c73faf96-7c40-4b5f-94d7-da5d5db9a240","block_type":"box","text":"Fast Entry Effective Date falls on or between the","page_number":7,"box":{"x":548,"y":729,"width":329,"height":13}},{"id":"0c615e3f-0820-44a7-99bc-5cddae81a004","block_type":"box","text":"announcement date and the first index business day","page_number":7,"box":{"x":150,"y":744,"width":363,"height":13}},{"id":"581bb7d5-075a-4802-a384-8be5beaedee5","block_type":"box","text":"following the effective date of the regularly","page_number":7,"box":{"x":517,"y":744,"width":296,"height":13}},{"id":"0fa39363-1eb6-42a9-85ae-f8f7b068da96","block_type":"box","text":"scheduled annual reconstitution or rebalance. In","page_number":7,"box":{"x":150,"y":759,"width":333,"height":10}},{"id":"24832e15-fb7c-4c39-83e3-1533ee403122","block_type":"box","text":"those cases, the respective newly listed Fast Entry","page_number":7,"box":{"x":488,"y":759,"width":343,"height":12}},{"id":"229e195b-24ac-43cf-bd47-af53e3df0c75","block_type":"box","text":"security is instead included in that current annual re","page_number":7,"box":{"x":150,"y":773,"width":357,"height":13}},{"id":"cb875798-9a1b-4235-b024-aade570b717a","block_type":"box","text":"constitution or rebalance at its security-level float","page_number":7,"box":{"x":508,"y":773,"width":347,"height":13}},{"id":"25808e8c-6452-4715-be53-f8b2f99b7f0c","block_type":"box","text":"adjusted market capitalization. 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In all cases, conditions with","page_number":12,"box":{"x":59,"y":505,"width":836,"height":12}},{"id":"ba5e5c8e-bb3c-4c47-b4a5-bfaf82725aee","block_type":"box","text":"respect to creations and redemptions of shares and fees will be limited in accordance with the requirements of SEC rules and","page_number":12,"box":{"x":60,"y":520,"width":873,"height":12}},{"id":"bb1feeb4-0e0d-4a08-870a-edffc74bbe4e","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":12,"box":{"x":60,"y":535,"width":651,"height":13}},{"id":"c8eaebdd-5dc7-4293-9c7f-75d854c5e61f","block_type":"box","text":"Exchange Listing and Trading","page_number":12,"box":{"x":62,"y":566,"width":491,"height":30}},{"id":"844cb69b-f12d-4893-9899-c07a58c53e90","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in each Fund is contained in the","page_number":12,"box":{"x":59,"y":607,"width":813,"height":12}},{"id":"57b2b455-63aa-4ccc-a18e-d8606066e7cd","block_type":"box","text":"Shareholder Information","page_number":12,"box":{"x":58,"y":622,"width":171,"height":11}},{"id":"747e1420-553c-4cd1-a5bd-bc5d8e314a4e","block_type":"box","text":"section of each Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":12,"box":{"x":234,"y":622,"width":652,"height":13}},{"id":"c80b2c5a-369a-49af-9aee-c5b8ee96bb02","block_type":"box","text":"conjunction with, that section of the applicable Prospectus.","page_number":12,"box":{"x":59,"y":637,"width":415,"height":13}},{"id":"d85eaa88-6d46-4d0a-bccd-7967c7b2fca7","block_type":"box","text":"Shares of each Fund are listed for trading, and trade throughout the day, on the applicable Listing Exchange and in other","page_number":12,"box":{"x":59,"y":664,"width":842,"height":12}},{"id":"9d1b76db-68a9-4285-91fe-13c2837770da","block_type":"box","text":"secondary markets. Shares of certain Funds may also be listed on certain non-U.S. exchanges. There can be no assurance","page_number":12,"box":{"x":59,"y":679,"width":850,"height":12}},{"id":"dafa8037-a36f-42b2-8733-2762fb385837","block_type":"box","text":"that the requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met.","page_number":12,"box":{"x":59,"y":694,"width":876,"height":12}},{"id":"fa052027-aafc-491d-bfae-6bd453562327","block_type":"box","text":"The Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i)","page_number":12,"box":{"x":59,"y":709,"width":810,"height":12}},{"id":"6e72c2cb-ee52-4e17-ae66-2d8e04a43299","block_type":"box","text":"following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50","page_number":12,"box":{"x":59,"y":724,"width":871,"height":13}},{"id":"5e99c383-4a21-43a8-95f6-5aabfe1ead17","block_type":"box","text":"record and/or beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11","page_number":12,"box":{"x":60,"y":739,"width":830,"height":13}},{"id":"33f8d089-3505-4aa7-ae68-53aefa21b4fd","block_type":"box","text":"under the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any","page_number":12,"box":{"x":60,"y":754,"width":852,"height":13}},{"id":"8d4a1d17-cb27-4435-b669-f37eb48d9f3b","block_type":"box","text":"event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing","page_number":12,"box":{"x":59,"y":770,"width":854,"height":12}},{"id":"28a60dd0-5e1b-41a5-b14a-796e7d44ee5a","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of","page_number":12,"box":{"x":60,"y":785,"width":859,"height":12}},{"id":"e0e0338b-f628-4a44-91b8-a4e353f7ea39","block_type":"box","text":"the Fund.","page_number":12,"box":{"x":59,"y":800,"width":65,"height":10}},{"id":"98fdf8e3-d8e9-4da7-9c0b-62c56f664fa7","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":12,"box":{"x":59,"y":826,"width":852,"height":13}},{"id":"e05dd57c-3e95-4090-a903-462d4d38f2d8","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":12,"box":{"x":60,"y":841,"width":524,"height":13}},{"id":"e40f0e39-2192-4543-938e-2aa22cad9ef1","block_type":"box","text":"1","page_number":12,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"69d5b160-043e-495b-9fdc-c08f4ab1a5ef","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":13,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"13f20bb2-d9dc-4ff1-9ac0-9428fe2cfa6a","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":13,"box":{"x":60,"y":82,"width":859,"height":12}},{"id":"cb7f6a22-dfe9-4648-aa40-a2ca2259bd66","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":13,"box":{"x":59,"y":97,"width":477,"height":12}},{"id":"2c7b2984-e752-4d89-87f8-4bd8e1d38e2f","block_type":"box","text":"Investment Strategies and Risks","page_number":13,"box":{"x":62,"y":128,"width":531,"height":29}},{"id":"be4fb6a8-e57b-4401-8022-60df59140151","block_type":"box","text":"Each Fund seeks to achieve its objective by investing primarily in securities issued by issuers that compose its relevant","page_number":13,"box":{"x":60,"y":169,"width":823,"height":12}},{"id":"4e226de6-8eda-45e4-856e-d22ce8d09ee0","block_type":"box","text":"Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying Index. Each","page_number":13,"box":{"x":60,"y":184,"width":853,"height":12}},{"id":"9618fe3d-34ea-4564-bd54-0ae0d8b733a0","block_type":"box","text":"Fund operates as an index fund and is not actively managed. Adverse performance of a security in a Fund’s portfolio will","page_number":13,"box":{"x":60,"y":199,"width":841,"height":12}},{"id":"4838cd64-3bc8-4c45-a10d-5ca3b06140ba","block_type":"box","text":"ordinarily not result in the elimination of the security from the Fund’s portfolio.","page_number":13,"box":{"x":59,"y":214,"width":550,"height":12}},{"id":"859fe6c3-4d71-47d1-a966-ce9c2c20f478","block_type":"box","text":"Each Fund engages in representative sampling, which is investing in a sample of securities selected by BFA to have a","page_number":13,"box":{"x":60,"y":240,"width":811,"height":13}},{"id":"e25fe8fa-1747-4588-919b-99b70d447551","block_type":"box","text":"collective investment profile similar to that of the Fund’s Underlying Index. Securities selected have aggregate investment","page_number":13,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"3ac40e67-49cf-4f2a-ae3e-3362479c1e52","block_type":"box","text":"characteristics (based on market capitalization and industry weightings), fundamental characteristics (such as return","page_number":13,"box":{"x":59,"y":271,"width":819,"height":12}},{"id":"ee250255-730e-4239-a034-479144718a06","block_type":"box","text":"variability, earnings valuation and yield) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that","page_number":13,"box":{"x":59,"y":286,"width":859,"height":12}},{"id":"fccd96ef-81cc-42cb-8fa9-9e4ddba0a779","block_type":"box","text":"uses representative sampling generally does not hold all of the securities that are in its underlying index.","page_number":13,"box":{"x":60,"y":301,"width":727,"height":12}},{"id":"29881e7b-5220-417c-aab9-4dcdaefd34d1","block_type":"box","text":"Although the Funds do not seek leveraged returns, certain instruments used by the Funds may have a leveraging effect as","page_number":13,"box":{"x":59,"y":327,"width":851,"height":13}},{"id":"2de3c50b-ae9e-43e5-9b7b-206bf1d80db1","block_type":"box","text":"described below.","page_number":13,"box":{"x":59,"y":343,"width":116,"height":9}},{"id":"7c83dff7-8175-4549-bf7e-808dad802b23","block_type":"box","text":"Borrowing.","page_number":13,"box":{"x":60,"y":370,"width":78,"height":11}},{"id":"3eb556eb-9641-4bdb-bd31-82726954a98e","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":13,"box":{"x":147,"y":369,"width":776,"height":12}},{"id":"fb4a9193-7b11-4f5a-b303-d240ef6d255d","block_type":"box","text":"or to facilitate the settlement of securities or other transactions. The iShares JPX-Nikkei 400 ETF, along with certain other","page_number":13,"box":{"x":59,"y":384,"width":845,"height":12}},{"id":"30ee691e-dc32-4409-ad64-f933c8abe010","block_type":"box","text":"iShares funds, has entered into a syndicated line of credit with the Bank of New York Mellon (“BNY”), which serves as","page_number":13,"box":{"x":60,"y":399,"width":818,"height":13}},{"id":"ec43ea5e-e8a9-463d-95fd-f907414abfca","block_type":"box","text":"administrative agent for itself and the other banks. The syndicated line of credit may be used for temporary or emergency","page_number":13,"box":{"x":59,"y":414,"width":851,"height":13}},{"id":"f0da7b50-efed-4f68-bf31-f3c011286f19","block_type":"box","text":"purposes, including redemption, settlement of trades and rebalancing of portfolio holdings.","page_number":13,"box":{"x":59,"y":429,"width":639,"height":13}},{"id":"19a7a79b-a9d5-40c9-9e9d-673c15b1f1a0","block_type":"box","text":"Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing Rate (“SOFR”) published","page_number":13,"box":{"x":60,"y":456,"width":864,"height":12}},{"id":"c6b27078-5909-4686-8da3-c901ba26df84","block_type":"box","text":"by the Federal Reserve Bank of New York plus a spread. Pursuant to the terms of the credit agreement, if SOFR were to cease","page_number":13,"box":{"x":60,"y":471,"width":870,"height":12}},{"id":"c7860f3d-c39f-4303-a46e-5258ae6173f7","block_type":"box","text":"being published or representative, it would be replaced by a rate based on an alternate benchmark selected by BNY.","page_number":13,"box":{"x":60,"y":486,"width":805,"height":12}},{"id":"8e2b9239-7961-4499-887c-0b79ad7eafba","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging a Fund. The incurrence of","page_number":13,"box":{"x":59,"y":513,"width":846,"height":12}},{"id":"fa1ebcbc-9818-4c1c-a866-4aad6b19f952","block_type":"box","text":"leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":13,"box":{"x":60,"y":528,"width":852,"height":12}},{"id":"edaadfcf-424d-41e1-b226-52e1258662fe","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":13,"box":{"x":60,"y":543,"width":870,"height":12}},{"id":"a3f69ce1-ebed-490c-ac83-a91c6d3655bd","block_type":"box","text":"NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings may exceed the","page_number":13,"box":{"x":60,"y":558,"width":873,"height":12}},{"id":"761bc5c4-0072-4335-81b4-4970555624d4","block_type":"box","text":"income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":13,"box":{"x":60,"y":573,"width":826,"height":12}},{"id":"a95bad60-1231-4737-87a8-5f89d7a3cf4f","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to a Fund’s","page_number":13,"box":{"x":59,"y":588,"width":872,"height":13}},{"id":"9d94addf-3128-4146-9b95-7f29d84fbae1","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":13,"box":{"x":59,"y":603,"width":382,"height":13}},{"id":"f81b09ca-d09e-4b12-abb1-87670e025cdf","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in a Fund being subject to covenants in","page_number":13,"box":{"x":59,"y":630,"width":835,"height":12}},{"id":"20aef617-6a09-425c-817c-67c9838bdb3e","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":13,"box":{"x":59,"y":645,"width":874,"height":12}},{"id":"018cf71e-e981-4ccf-bd9a-e85a3dbd762b","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with a Fund’s","page_number":13,"box":{"x":59,"y":660,"width":800,"height":12}},{"id":"83eb1ce3-36a4-4e1d-ad43-1bdfa875c61d","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":13,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"eb609fef-1f7e-4b22-95c8-b5ebcd01031c","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":13,"box":{"x":60,"y":690,"width":856,"height":13}},{"id":"cc498831-8deb-4393-b771-e4284c1ce203","block_type":"box","text":"may be disadvantageous to do so.","page_number":13,"box":{"x":60,"y":705,"width":237,"height":13}},{"id":"22ef0d35-6b2c-44c0-b04e-47ae12a01586","block_type":"box","text":"Currency Transactions.","page_number":13,"box":{"x":59,"y":732,"width":167,"height":12}},{"id":"9331e33f-c80b-46a9-934b-e6ecc8a4e52a","block_type":"box","text":"A currency forward contract is an over-the-counter (“OTC”) obligation to purchase or sell a specific","page_number":13,"box":{"x":234,"y":732,"width":697,"height":12}},{"id":"8b86a4bb-266a-47d0-b461-edb4950c34de","block_type":"box","text":"currency at a future date, which may be any fixed number of days greater than two days from the date on which the contract","page_number":13,"box":{"x":59,"y":747,"width":877,"height":12}},{"id":"c7834c67-da28-4d81-a30c-b08ea27c7101","block_type":"box","text":"is agreed upon by the parties, at a price set at the time of the contract. A non-deliverable currency forward is an OTC","page_number":13,"box":{"x":60,"y":762,"width":814,"height":12}},{"id":"94c4df40-5f0b-45d4-9868-d63c6384a9fd","block_type":"box","text":"currency forward settled in a specified currency, on a specified date, based on the difference between the agreed-upon","page_number":13,"box":{"x":59,"y":777,"width":829,"height":13}},{"id":"62cd0099-dd19-4b7d-b6a7-9f19ad75f274","block_type":"box","text":"exchange rate and the market exchange rate. A currency futures contract is a contract that trades on an organized futures","page_number":13,"box":{"x":59,"y":792,"width":854,"height":13}},{"id":"6604672f-813e-4e34-ba37-08e575f4855a","block_type":"box","text":"exchange involving an obligation to deliver or acquire a specified amount of a specific currency, at a specified price and at a","page_number":13,"box":{"x":59,"y":807,"width":863,"height":13}},{"id":"961e3486-ef67-490b-a8eb-2e3701ce0c46","block_type":"box","text":"specified future time. Currency futures contracts may be settled on a net cash payment basis rather than by the sale and","page_number":13,"box":{"x":59,"y":823,"width":841,"height":12}},{"id":"d40f059e-89d3-4abd-8893-0e00cdb02d05","block_type":"box","text":"delivery of the underlying currency. Certain of the Funds do not expect to engage in currency transactions for the purpose of","page_number":13,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"d007f62b-8766-4ac1-8c45-671e1ab03674","block_type":"box","text":"hedging against declines in the value of the Funds’ assets that are denominated in a non-U.S. currency. A Fund may enter","page_number":13,"box":{"x":60,"y":853,"width":849,"height":12}},{"id":"4e830c76-2286-47c6-9972-6035ef3fdddf","block_type":"box","text":"2","page_number":13,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"fe79613d-5b2c-44e0-bda4-0d1b1481a695","block_type":"box","text":"into non-U.S. currency forwards, non-deliverable currency forwards and non-U.S. currency futures transactions to facilitate","page_number":14,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"a203526f-bf06-4555-b903-3eac2dc456ce","block_type":"box","text":"local securities settlements or to protect against currency exposure in connection with its distributions to shareholders, but","page_number":14,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"0b3042f8-37b5-41b8-9254-209903e49118","block_type":"box","text":"may not enter into such contracts for speculative purposes.","page_number":14,"box":{"x":60,"y":97,"width":415,"height":12}},{"id":"7eb6ca4f-4eff-479d-ac70-74e817a4bd98","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":14,"box":{"x":60,"y":123,"width":878,"height":13}},{"id":"2a46c6c5-a13b-43fb-b080-c62457c47a06","block_type":"box","text":"effected may be highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":14,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"25e05e11-b321-43c4-81ef-4b8a542a126b","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. Foreign exchange trading risks","page_number":14,"box":{"x":59,"y":154,"width":843,"height":12}},{"id":"bd990478-f276-4254-a88f-2d3d70b83a98","block_type":"box","text":"include, but are not limited to, exchange rate risk, counterparty risk, maturity gap, interest rate risk, and potential interference","page_number":14,"box":{"x":60,"y":169,"width":877,"height":12}},{"id":"34d3343b-b046-403d-abff-62aa63079aac","block_type":"box","text":"by foreign governments through regulation of local exchange markets, foreign investment or particular transactions in non","page_number":14,"box":{"x":60,"y":184,"width":864,"height":12}},{"id":"34e640a7-c759-44ab-b922-091d0799813d","block_type":"box","text":"U.S. currency. If BFA utilizes foreign exchange transactions at an inappropriate time or judges market conditions, trends or","page_number":14,"box":{"x":60,"y":199,"width":852,"height":12}},{"id":"ca4ef62e-d81d-411c-b873-81d465ba3a9f","block_type":"box","text":"correlations incorrectly, foreign exchange transactions may not serve their intended purpose of improving the correlation of a","page_number":14,"box":{"x":59,"y":214,"width":877,"height":12}},{"id":"71e1fec8-8f8b-47f1-857d-ea5e7174771c","block_type":"box","text":"Fund’s return with the performance of its Underlying Index and may lower the Fund’s return. A Fund could experience losses","page_number":14,"box":{"x":60,"y":229,"width":872,"height":12}},{"id":"68ad1d92-c332-4837-a913-2cf9a46691ac","block_type":"box","text":"if the value of its currency forwards, options or futures positions were poorly correlated with its other investments or if it","page_number":14,"box":{"x":60,"y":244,"width":841,"height":13}},{"id":"85e90b97-fa11-49a9-bea6-c6b26b525947","block_type":"box","text":"could not close out its positions because of an illiquid market or otherwise. In addition, a Fund could incur transaction costs,","page_number":14,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"f1294f9c-70f0-4623-9bb8-db708d75f4d9","block_type":"box","text":"including trading commissions, in connection with certain non-U.S. currency transactions.","page_number":14,"box":{"x":60,"y":274,"width":631,"height":13}},{"id":"ae1fc82a-0b11-4ded-8614-a26a6b8b1001","block_type":"box","text":"Diversification Status.","page_number":14,"box":{"x":60,"y":301,"width":155,"height":10}},{"id":"f90b3523-1537-4483-8112-af5096ee9a40","block_type":"box","text":"The following table sets forth the diversification status of each Fund:","page_number":14,"box":{"x":224,"y":301,"width":480,"height":12}},{"id":"23faec6d-69c3-4515-8cce-0f34c1b3ca6e","block_type":"box","text":"Diversified Funds Non-Diversified Funds","page_number":14,"box":{"x":60,"y":331,"width":528,"height":7}},{"id":"03654f73-6379-4a4e-8470-1d88567a34ea","block_type":"box","text":"iShares Core S&P Mid-Cap ETF 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th","page_number":15,"box":{"x":103,"y":336,"width":805,"height":9}},{"id":"3af3d0ca-dfcc-4b2f-8694-c7e582226fac","block_type":"box","text":"eir","page_number":15,"box":{"x":909,"y":336,"width":14,"height":7}},{"id":"ecdf74e5-c38c-4bb6-952c-4171fb122d11","block_type":"box","text":"assets in components of each Underlying Index in approximately the same proportion as each component’s weighting in the Underlying Index. This","page_number":15,"box":{"x":103,"y":348,"width":827,"height":10}},{"id":"2a1661bf-1b5d-40b5-852d-e3cbbaa09272","block_type":"box","text":"diversification policy may limit the Fund’s ability to use representative sampling. The iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&","page_number":15,"box":{"x":103,"y":361,"width":823,"height":10}},{"id":"bc089a8e-9047-48eb-8523-cb46e7d20b4d","block_type":"box","text":"P","page_number":15,"box":{"x":928,"y":361,"width":6,"height":7}},{"id":"6bb271c3-4aac-4170-9519-5c58a61d7843","block_type":"box","text":"U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell 1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell","page_number":15,"box":{"x":103,"y":373,"width":818,"height":10}},{"id":"abee1f86-8d2d-4db7-b189-5df2f2386c87","block_type":"box","text":"Top 200 Growth ETF, iShares S&P 100 ETF and iShares S&P 500 Growth ETF may become non-diversified, as defined in the 1940 Act, solely as a","page_number":15,"box":{"x":103,"y":386,"width":805,"height":10}},{"id":"7a28c34c-25b4-42f6-aed5-0f26ec5c5457","block_type":"box","text":"result of a change in relative market capitalization or index weighting of one or more components of their Underlying Indexes. Shareholder approval","page_number":15,"box":{"x":103,"y":399,"width":827,"height":9}},{"id":"05d99377-624f-4dff-84fe-2b7fcda862aa","block_type":"box","text":"will not be sought if the iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell","page_number":15,"box":{"x":103,"y":411,"width":817,"height":10}},{"id":"588520d3-66af-4d23-bfb5-13c689625177","block_type":"box","text":"1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares S&P 100 ETF and iShares S&P","page_number":15,"box":{"x":104,"y":424,"width":824,"height":10}},{"id":"de219f25-2e55-4094-b86e-41911deaf05a","block_type":"box","text":"500 Growth ETF crosses from diversified to non-diversified status due solely to a change in its relative market capitalization or index weighting of","page_number":15,"box":{"x":103,"y":436,"width":814,"height":10}},{"id":"ce9e6642-5075-4915-945d-33ab14262922","block_type":"box","text":"one or more components of its Underlying Index. The Funds disclose their portfolio holdings and weightings at www.iShares.com.","page_number":15,"box":{"x":103,"y":449,"width":729,"height":10}},{"id":"d54d4dda-3fa5-4fbf-b860-65ac78b18b0a","block_type":"box","text":"A fund classified as “diversified” under the 1940 Act may not purchase securities of an issuer (other than (i) obligations","page_number":15,"box":{"x":59,"y":472,"width":835,"height":13}},{"id":"e4d59f33-2fa8-4ec5-825e-a56fc407a9a3","block_type":"box","text":"issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment","page_number":15,"box":{"x":60,"y":487,"width":812,"height":13}},{"id":"62b660c7-6d32-46a8-8779-dccdee8f451c","block_type":"box","text":"companies) if, with respect to 75% of its total assets, (a) more than 5% of the fund’s total assets would be invested in","page_number":15,"box":{"x":59,"y":503,"width":823,"height":12}},{"id":"0ad56134-1754-4aed-aaa6-2c3fe3f8f40f","block_type":"box","text":"securities of that issuer or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer. With","page_number":15,"box":{"x":59,"y":518,"width":854,"height":12}},{"id":"8b68e23d-26bf-44f5-a547-427c295cc056","block_type":"box","text":"respect to the remaining 25% of its total assets, the fund may invest more than 5% of its assets in one issuer. Under the 1940","page_number":15,"box":{"x":60,"y":533,"width":876,"height":12}},{"id":"d2c73986-33f1-4346-9252-986294f9ea33","block_type":"box","text":"Act, a fund cannot change its classification from diversified to non-diversified without shareholder approval. However, while","page_number":15,"box":{"x":59,"y":548,"width":867,"height":12}},{"id":"6ef6fa1b-4817-44c6-99c8-25c13e347513","block_type":"box","text":"the iShares Core S&P Total U.S. Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Russell 1000 ETF, iShares Russell","page_number":15,"box":{"x":59,"y":563,"width":878,"height":11}},{"id":"ce7f5a51-031e-4221-9319-5db4cd3b13e8","block_type":"box","text":"1000 Growth ETF, iShares Russell 3000 ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares S&P","page_number":15,"box":{"x":61,"y":578,"width":851,"height":12}},{"id":"3e63f765-7cd0-4b65-9ca0-e7a731574ac8","block_type":"box","text":"100 ETF and iShares S&P 500 Growth ETF are classified as “diversified,” under applicable no-action relief from the SEC staff,","page_number":15,"box":{"x":61,"y":593,"width":861,"height":13}},{"id":"4b5e2257-440a-46d2-9380-5113022f27b2","block_type":"box","text":"the funds may become non-diversified, as defined under the 1940 Act, solely as a result of a change in relative market","page_number":15,"box":{"x":59,"y":608,"width":825,"height":13}},{"id":"1de7573f-33c4-49f8-a43d-464ec313bd5c","block_type":"box","text":"capitalization or index weighting of one or more components of their Underlying Indexes, and such a change does not","page_number":15,"box":{"x":59,"y":623,"width":828,"height":13}},{"id":"fc212f0f-8d6b-45cf-b475-39bd354190dd","block_type":"box","text":"require shareholder approval.","page_number":15,"box":{"x":60,"y":639,"width":203,"height":12}},{"id":"67333bb1-3740-443a-87ab-699fe45e336f","block_type":"box","text":"A “non-diversified” fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be","page_number":15,"box":{"x":63,"y":665,"width":864,"height":12}},{"id":"1de3c5cc-f16a-4b38-b3b9-71d8160edf34","block_type":"box","text":"invested in the securities of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries)","page_number":15,"box":{"x":60,"y":680,"width":876,"height":12}},{"id":"d1fb63c3-e8a9-4a68-a135-71a984bb8518","block_type":"box","text":"may constitute a significant percentage of the underlying index of such a fund and, consequently, the fund’s investment","page_number":15,"box":{"x":60,"y":695,"width":840,"height":13}},{"id":"8fd12340-cffd-4de7-bc5c-82eb58982155","block_type":"box","text":"portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility than that","page_number":15,"box":{"x":59,"y":710,"width":840,"height":13}},{"id":"74daa165-421e-4b91-98d8-e89545f9b398","block_type":"box","text":"experienced by more diversified investment companies.","page_number":15,"box":{"x":59,"y":726,"width":388,"height":12}},{"id":"a95e7c27-6902-46a4-b41b-543195970c0c","block_type":"box","text":"Each Fund (whether diversified or non-diversified) intends to maintain the required level of diversification and otherwise","page_number":15,"box":{"x":60,"y":752,"width":840,"height":12}},{"id":"59cea373-273f-4440-b9f5-f859699dee27","block_type":"box","text":"conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue","page_number":15,"box":{"x":59,"y":767,"width":865,"height":12}},{"id":"8d7f246d-6d15-4723-9617-d6bd54d6f901","block_type":"box","text":"Code of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to","page_number":15,"box":{"x":59,"y":782,"width":879,"height":13}},{"id":"55e7da05-4901-4ffb-a30c-7866893cfa3d","block_type":"box","text":"the extent that its earnings are distributed to shareholders, provided that the Fund satisfies a minimum distribution","page_number":15,"box":{"x":59,"y":797,"width":805,"height":13}},{"id":"0ced2f4c-0aff-44ee-86b3-be3ea7f48956","block_type":"box","text":"requirement. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment","page_number":15,"box":{"x":60,"y":812,"width":823,"height":13}},{"id":"8e72f319-055b-4e12-80de-c12c6d4cf52b","block_type":"box","text":"flexibility of the Funds and may make it less likely that the Funds will meet their respective investment objectives.","page_number":15,"box":{"x":59,"y":828,"width":789,"height":12}},{"id":"16ce4660-c54b-4c7c-80c7-2ccfcaf60b9a","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":15,"box":{"x":60,"y":854,"width":371,"height":12}},{"id":"499d6db1-0755-405e-af69-64180957e93d","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":15,"box":{"x":441,"y":854,"width":472,"height":12}},{"id":"ed17e0f2-76a3-4ca9-9172-87583acbd11c","block_type":"box","text":"used by a Fund to simulate investment in its Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund","page_number":15,"box":{"x":60,"y":869,"width":866,"height":12}},{"id":"e9429016-ca24-4012-bc1e-371076e84e3b","block_type":"box","text":"may enter into futures contracts and options on futures that are traded on a U.S. or non-U.S. futures exchange. Each Fund","page_number":15,"box":{"x":60,"y":884,"width":853,"height":13}},{"id":"42131d13-2e25-44ed-bb1f-a368957eb83f","block_type":"box","text":"4","page_number":15,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"ff676445-81e7-491d-b1e4-c81241714068","block_type":"box","text":"will not use futures, options on futures or securities options for speculative purposes. Each Fund intends to use futures and","page_number":16,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"1cdda6aa-fff7-4f94-9179-88379e3a8090","block_type":"box","text":"options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”) promulgated","page_number":16,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"6707b1e7-7da5-449b-9459-a585a5a4354f","block_type":"box","text":"under the Commodity Exchange Act (“CEA”). BFA, with respect to certain Funds, has claimed an exclusion from the definition","page_number":16,"box":{"x":60,"y":97,"width":877,"height":12}},{"id":"b197c30d-b1ac-491b-a289-4b76e43b7696","block_type":"box","text":"of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to such Funds, is not subject to","page_number":16,"box":{"x":59,"y":112,"width":875,"height":12}},{"id":"b39c638d-6fef-4686-ad4e-74c909faa157","block_type":"box","text":"registration or regulation as a commodity pool operator under the CEA. See the","page_number":16,"box":{"x":60,"y":127,"width":554,"height":12}},{"id":"b9b6a78b-c2b3-4204-b3e8-e71b198e100e","block_type":"box","text":"Regulation Regarding Derivatives","page_number":16,"box":{"x":619,"y":127,"width":231,"height":12}},{"id":"0ffbae85-f935-4a65-9af1-fe5710a2c073","block_type":"box","text":"section of","page_number":16,"box":{"x":855,"y":127,"width":69,"height":10}},{"id":"7fc924ce-cf93-42d8-a7b4-6b98955a7013","block_type":"box","text":"this SAI for more information.","page_number":16,"box":{"x":59,"y":142,"width":207,"height":10}},{"id":"25adafcb-88e4-4682-9390-284017f40e12","block_type":"box","text":"Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific","page_number":16,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"227975e7-af12-4791-b919-1ceb117fb50e","block_type":"box","text":"instrument or index at a specified future time and at a specified price. Stock index contracts are based on investments that","page_number":16,"box":{"x":60,"y":184,"width":857,"height":12}},{"id":"f312b062-0fd2-4b49-9f7d-ffb94a86fe8d","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. Each Fund may enter into futures","page_number":16,"box":{"x":60,"y":199,"width":816,"height":12}},{"id":"c23057cd-1cbc-41e3-a060-7b4911994d80","block_type":"box","text":"contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will","page_number":16,"box":{"x":59,"y":214,"width":859,"height":12}},{"id":"d25b8fe8-0d3a-4314-b370-229228ec1253","block_type":"box","text":"rise before the purchase will be made. Upon entering into a futures contract, a Fund will be required to deposit with the","page_number":16,"box":{"x":60,"y":229,"width":834,"height":12}},{"id":"8bf08193-fb5c-448e-aed3-5a51cebb5736","block_type":"box","text":"broker an amount of cash or cash equivalents known as “initial margin,” which is similar to a performance bond or good faith","page_number":16,"box":{"x":60,"y":244,"width":878,"height":13}},{"id":"4ffa511b-c913-4c9b-8efa-587770a18465","block_type":"box","text":"deposit on the contract and is returned to the Fund upon termination of the futures contract if all contractual obligations","page_number":16,"box":{"x":59,"y":259,"width":846,"height":13}},{"id":"c10010f2-4487-4e18-aaff-da8753c74e7f","block_type":"box","text":"have been satisfied. Subsequent payments, known as “variation margin,” will be made to and from the broker daily as the","page_number":16,"box":{"x":60,"y":274,"width":848,"height":13}},{"id":"d0f56aab-932b-4bef-9915-df88e140d640","block_type":"box","text":"price of the instrument or index underlying the futures contract fluctuates, making the long and short positions in the futures","page_number":16,"box":{"x":59,"y":290,"width":878,"height":12}},{"id":"0bb5b849-bbbf-4520-92c8-f2f395c5ec91","block_type":"box","text":"contract more or less valuable, a process known as “marking-to-market.” At any time prior to the expiration of a futures","page_number":16,"box":{"x":59,"y":305,"width":840,"height":12}},{"id":"f172d294-e072-4f78-b183-c8050b84b6f9","block_type":"box","text":"contract, each Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s","page_number":16,"box":{"x":59,"y":320,"width":878,"height":12}},{"id":"41de27b1-4d2a-4be4-ad05-484fc884dac3","block_type":"box","text":"existing position in the contract. An option on a futures contract, as contrasted with a direct investment in such a contract,","page_number":16,"box":{"x":59,"y":335,"width":860,"height":12}},{"id":"ff384b7e-e6ec-48a7-9143-d57a5d836495","block_type":"box","text":"gives the purchaser the right, but no obligation, in return for the premium paid, to assume a position in the underlying","page_number":16,"box":{"x":59,"y":350,"width":826,"height":12}},{"id":"2f99771c-5c01-43cf-b726-1a4ba9650f2b","block_type":"box","text":"futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option,","page_number":16,"box":{"x":59,"y":365,"width":877,"height":13}},{"id":"d47f20ae-3d27-4b9a-87da-5bda0fe7aafe","block_type":"box","text":"the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of","page_number":16,"box":{"x":59,"y":380,"width":863,"height":13}},{"id":"7968ae4b-2389-4ddb-8635-e1552c44a392","block_type":"box","text":"the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the","page_number":16,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"411ee3b1-4213-42f7-a50d-ae1e1760076c","block_type":"box","text":"futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the","page_number":16,"box":{"x":59,"y":411,"width":842,"height":12}},{"id":"bdb9b878-6338-4644-8d15-1a6206556270","block_type":"box","text":"futures contract.","page_number":16,"box":{"x":59,"y":426,"width":115,"height":9}},{"id":"f23881e9-b2a9-4636-b629-2c019cb14aa8","block_type":"box","text":"The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option","page_number":16,"box":{"x":59,"y":452,"width":870,"height":12}},{"id":"1fccc768-8bde-485d-9d38-baff34d141c5","block_type":"box","text":"plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments by the","page_number":16,"box":{"x":59,"y":467,"width":856,"height":13}},{"id":"89e939bc-f0b4-4e6c-993a-a9ae319a1222","block_type":"box","text":"purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that","page_number":16,"box":{"x":59,"y":482,"width":868,"height":13}},{"id":"ac10e691-50b1-48bf-9f66-5cbd9d4dbba2","block_type":"box","text":"change would be reflected in the NAV of each Fund. The potential for loss related to writing call options is unlimited. The","page_number":16,"box":{"x":59,"y":497,"width":845,"height":13}},{"id":"8aa3e772-87ed-4a19-b7d5-9ccae18acb5c","block_type":"box","text":"potential for loss related to writing put options is limited to the agreed-upon price per share, also known as the “strike price,”","page_number":16,"box":{"x":59,"y":513,"width":875,"height":12}},{"id":"405204bd-fa22-4824-880d-db19020abe18","block_type":"box","text":"less the premium received from writing the put. Certain of the Funds may purchase and write put and call options on futures","page_number":16,"box":{"x":60,"y":528,"width":872,"height":12}},{"id":"6960b933-5ecb-4f88-b910-0861cbf57a8b","block_type":"box","text":"contracts that are traded on an exchange as a hedge against changes in value of their portfolio securities or in anticipation of","page_number":16,"box":{"x":59,"y":543,"width":877,"height":12}},{"id":"8fe5256f-f2bc-48c1-bf6c-06eb16f25754","block_type":"box","text":"the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing","page_number":16,"box":{"x":59,"y":558,"width":818,"height":12}},{"id":"eaa92965-c883-49a7-92a2-ab09fa2bdcc4","block_type":"box","text":"positions. There is no guarantee that such closing transactions can be effected.","page_number":16,"box":{"x":59,"y":573,"width":554,"height":12}},{"id":"dedc8ac5-0910-4b36-abe0-a88552c49450","block_type":"box","text":"Securities options may be used by a Fund to obtain access to securities in its Underlying Index or to dispose of securities in","page_number":16,"box":{"x":59,"y":600,"width":859,"height":12}},{"id":"c44363d6-25f5-44fe-83dd-cfc4a89be28e","block_type":"box","text":"its Underlying Index at favorable prices, to invest cash in a securities index that offers similar exposure to that provided by its","page_number":16,"box":{"x":60,"y":615,"width":869,"height":12}},{"id":"9f45f4c0-560a-4da5-8cbd-3977b3193025","block_type":"box","text":"Underlying Index or otherwise to achieve the Fund’s objective of tracking its Underlying Index. A call option gives a holder the","page_number":16,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"09b893b7-43f3-47bc-a41a-2046bfff5d9a","block_type":"box","text":"right to purchase a specific security at a specified price (“exercise price”) within a specified period of time. A put option gives","page_number":16,"box":{"x":60,"y":645,"width":872,"height":12}},{"id":"f61b11b9-a7a0-45ab-9d5c-03dd3f96b77e","block_type":"box","text":"a holder the right to sell a specific security at an exercise price within a specified period of time. The initial purchaser of a call","page_number":16,"box":{"x":59,"y":660,"width":872,"height":12}},{"id":"fa904728-f928-4f3e-bf06-5a09fa5f06dd","block_type":"box","text":"option pays the “writer” a premium, which is paid at the time of purchase and is retained by the writer whether or not such","page_number":16,"box":{"x":59,"y":675,"width":861,"height":12}},{"id":"9ed03c95-3eb0-4f6a-b122-b53b5eec1844","block_type":"box","text":"option is exercised. Each Fund may purchase put options to hedge its portfolio against the risk of a decline in the market","page_number":16,"box":{"x":59,"y":690,"width":843,"height":13}},{"id":"28402d57-13e1-49e7-9d5b-e04cc9f3c20c","block_type":"box","text":"value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed","page_number":16,"box":{"x":59,"y":705,"width":864,"height":13}},{"id":"2340d8f7-6388-466d-a413-c95ef132e592","block_type":"box","text":"to purchase. Each Fund may write put and call options along with a long position in options to increase its ability to hedge","page_number":16,"box":{"x":59,"y":720,"width":856,"height":13}},{"id":"552c2412-ba81-4757-8de6-cbd224272e14","block_type":"box","text":"against a change in the market value of the securities it holds or is committed to purchase. Each Fund may purchase or sell","page_number":16,"box":{"x":59,"y":736,"width":861,"height":12}},{"id":"eeb28f58-1670-4792-8e46-c244f84a15eb","block_type":"box","text":"securities options on a U.S. or non-U.S. securities exchange or in the OTC market through a transaction with a dealer. Options","page_number":16,"box":{"x":59,"y":751,"width":878,"height":12}},{"id":"17017255-b906-40e7-90e1-e93ed3a04f6f","block_type":"box","text":"on a securities index are typically settled on a net basis based on the appreciation or depreciation of the index level over the","page_number":16,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"ef081e65-115a-4af9-9e1a-758f3c581963","block_type":"box","text":"strike price. Options on single name securities may be cash- or physically-settled, depending upon the market in which they","page_number":16,"box":{"x":59,"y":781,"width":868,"height":12}},{"id":"5db352d5-4953-4e14-98b4-d81aae4e5fdd","block_type":"box","text":"are traded. Options may be structured so as to be exercisable only on certain dates or on a daily basis. Options may also be","page_number":16,"box":{"x":59,"y":796,"width":860,"height":12}},{"id":"9356f97d-5164-4012-9135-591d19eb704a","block_type":"box","text":"structured to have conditions to exercise (","page_number":16,"box":{"x":59,"y":811,"width":294,"height":13}},{"id":"0dc23ecb-5fa1-431b-a09a-b1c948768fce","block_type":"box","text":"i.e.","page_number":16,"box":{"x":354,"y":812,"width":18,"height":9}},{"id":"0e74b4f9-59d1-4187-8193-4303c9117a4d","block_type":"box","text":", “Knock-in Events”) or conditions that trigger termination (","page_number":16,"box":{"x":374,"y":811,"width":416,"height":13}},{"id":"7c84bb66-abc9-41db-9127-8fb5f1d99009","block_type":"box","text":"i.e.","page_number":16,"box":{"x":792,"y":812,"width":17,"height":9}},{"id":"3b075c7a-a17d-4555-845a-0e581cc8162f","block_type":"box","text":", “Knock-out","page_number":16,"box":{"x":811,"y":811,"width":88,"height":12}},{"id":"2a5d4f2d-f71d-46c3-883e-c0f24e03169a","block_type":"box","text":"Events”).","page_number":16,"box":{"x":60,"y":826,"width":60,"height":13}},{"id":"c161a8ed-fc71-445f-aa5e-b8b0365586b2","block_type":"box","text":"Lending Portfolio Securities.","page_number":16,"box":{"x":60,"y":853,"width":201,"height":12}},{"id":"832c2d5d-9420-4715-bdca-603ba64669de","block_type":"box","text":"Each Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":16,"box":{"x":271,"y":853,"width":609,"height":12}},{"id":"f5890c0c-dc3d-40ee-aa77-3e4092e51b57","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":16,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"b8bf2497-2918-4399-a6f0-cee615ea31e8","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a Fund if, as a","page_number":16,"box":{"x":60,"y":883,"width":858,"height":12}},{"id":"66797954-1675-47a0-85cc-7040c3fdcccd","block_type":"box","text":"5","page_number":16,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"839c65f6-fa2c-48df-979c-a7cdbb3e5dea","block_type":"box","text":"result, the aggregate value of all securities loans of the particular Fund exceeds one-third of the value of such Fund’s total","page_number":17,"box":{"x":60,"y":67,"width":849,"height":12}},{"id":"cff3f75a-b559-43db-b5a1-ea3044baf194","block_type":"box","text":"assets (including the value of the collateral received). A Fund may terminate a loan at any time and obtain the return of the","page_number":17,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"04df0fc0-3621-445b-8e13-76044510879d","block_type":"box","text":"securities loaned. Each Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":17,"box":{"x":59,"y":97,"width":794,"height":12}},{"id":"35b24c86-5061-4eae-9797-da7caebb01e8","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":17,"box":{"x":59,"y":112,"width":795,"height":12}},{"id":"4bb2a0d4-4db1-4cd4-986b-708c4da55704","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":17,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"23646088-4792-4c8e-b9f9-1153baab7ae8","block_type":"box","text":"cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of","page_number":17,"box":{"x":59,"y":154,"width":857,"height":12}},{"id":"c5aace63-d65b-49df-b3da-4571a26b04f3","block_type":"box","text":"cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid","page_number":17,"box":{"x":59,"y":169,"width":876,"height":12}},{"id":"6ff9fbcc-bf71-46c9-882c-62006e4ec658","block_type":"box","text":"by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund","page_number":17,"box":{"x":60,"y":184,"width":862,"height":12}},{"id":"f93774e4-74d6-4134-9305-007b96809a3b","block_type":"box","text":"for such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of each","page_number":17,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"b8e508e3-d2b1-41f4-be4f-a88347aa2840","block_type":"box","text":"Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments","page_number":17,"box":{"x":60,"y":214,"width":854,"height":12}},{"id":"edf1454a-5355-4575-bbe2-08d031b0e699","block_type":"box","text":"are subject to investment risk.","page_number":17,"box":{"x":59,"y":229,"width":209,"height":12}},{"id":"d19f530b-e233-46f6-a636-bc432aa26063","block_type":"box","text":"Each Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":17,"box":{"x":60,"y":256,"width":818,"height":12}},{"id":"01bfce5c-c881-44d3-8194-8f0e8008a4b0","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":17,"box":{"x":59,"y":271,"width":868,"height":12}},{"id":"36a141e0-a00f-45f0-ad2d-eccc1b5787db","block_type":"box","text":"extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":17,"box":{"x":59,"y":286,"width":832,"height":12}},{"id":"49bce1e7-ade1-4556-b6e2-c8345c146f19","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":17,"box":{"x":60,"y":301,"width":845,"height":12}},{"id":"5e68d9fc-11e2-419f-97b8-f956534cafed","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":17,"box":{"x":59,"y":316,"width":862,"height":12}},{"id":"af68b576-d3d4-4218-aad4-19c999a3c31f","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Funds in connection with certain securities lending activities.","page_number":17,"box":{"x":59,"y":331,"width":840,"height":13}},{"id":"6ea069b5-567e-408e-b683-2371d343ad77","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":17,"box":{"x":59,"y":358,"width":872,"height":12}},{"id":"29e20f6b-3f1a-4ceb-a10b-8d20ce97f2ac","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":17,"box":{"x":60,"y":373,"width":829,"height":12}},{"id":"9e24156b-9b26-4eac-b216-92cf437db62e","block_type":"box","text":"reinvestments and the fees a Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at default","page_number":17,"box":{"x":60,"y":388,"width":865,"height":12}},{"id":"1c2e9787-ce34-442b-bed2-186f3dc4bcdc","block_type":"box","text":"when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned due to","page_number":17,"box":{"x":59,"y":403,"width":852,"height":12}},{"id":"dd068d2f-1aa7-4791-8955-617fb0fc314d","block_type":"box","text":"movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market events,","page_number":17,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"a20a0e4a-fe7e-4fbc-a454-d7c6effa6cee","block_type":"box","text":"including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium due to","page_number":17,"box":{"x":60,"y":433,"width":848,"height":13}},{"id":"fcf8d52e-7142-4a1c-bebe-2703314ccd45","block_type":"box","text":"increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities lending","page_number":17,"box":{"x":60,"y":448,"width":852,"height":13}},{"id":"9ce35c18-af0a-442d-b372-a3406afd8faa","block_type":"box","text":"revenue). If a Fund were to lend out securities that are subject to a corporate action and commit to the borrower a particular","page_number":17,"box":{"x":60,"y":463,"width":870,"height":13}},{"id":"08b8eb7c-56b1-4ffc-9655-d6acbeb88b2b","block_type":"box","text":"election as determined by the Funds’ investment adviser, the benefit the Fund would receive in respect of committing to such","page_number":17,"box":{"x":59,"y":479,"width":876,"height":12}},{"id":"d8807d1e-28ca-43a8-9c3a-2061b4cb4766","block_type":"box","text":"election may or may not be less than the benefit the Fund would have received from making a different election in such","page_number":17,"box":{"x":59,"y":494,"width":834,"height":12}},{"id":"2c562bae-7ccc-42cd-866c-1b17368cb5bf","block_type":"box","text":"corporate action. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay","page_number":17,"box":{"x":59,"y":509,"width":864,"height":12}},{"id":"fcd6512e-6474-4140-8b79-03a125533819","block_type":"box","text":"in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a","page_number":17,"box":{"x":60,"y":524,"width":832,"height":12}},{"id":"93e28516-0717-4279-9566-71ce38ccd303","block_type":"box","text":"borrower does not return a Fund’s securities as agreed, the Fund’s ability to participate in a corporate action event may be","page_number":17,"box":{"x":60,"y":539,"width":853,"height":12}},{"id":"fcab9c49-b08b-40a3-8996-2023534ac25f","block_type":"box","text":"impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the","page_number":17,"box":{"x":60,"y":554,"width":870,"height":13}},{"id":"a31cb33b-0e97-4806-be7e-1c24212fd108","block_type":"box","text":"value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing","page_number":17,"box":{"x":59,"y":569,"width":806,"height":13}},{"id":"7ad857b7-8b24-4af9-9ba3-dabdac734786","block_type":"box","text":"replacement securities. This latter event could trigger adverse tax consequences for a Fund. A Fund could lose money if its","page_number":17,"box":{"x":60,"y":584,"width":856,"height":13}},{"id":"3894bd88-0aa7-43bd-b5ac-e00064fb8c4e","block_type":"box","text":"short-term investment of the collateral declines in value over the period of the loan. Substitute payments received by a Fund","page_number":17,"box":{"x":59,"y":600,"width":867,"height":12}},{"id":"f827bf98-40b5-4fcf-adc7-e147716f1030","block_type":"box","text":"representing dividends paid on securities loaned out by the Fund will not be considered qualified dividend income. BTC will","page_number":17,"box":{"x":60,"y":615,"width":858,"height":12}},{"id":"4b299e07-a7f4-4361-8c40-94909b24f11e","block_type":"box","text":"take into account the tax effects on shareholders caused by this difference in connection with a Fund’s securities lending","page_number":17,"box":{"x":59,"y":630,"width":844,"height":12}},{"id":"ac660858-8a1e-4454-8a25-0d13c5820638","block_type":"box","text":"program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also","page_number":17,"box":{"x":59,"y":645,"width":874,"height":12}},{"id":"71fbedfd-1c98-4de8-aa43-613d30e83fe6","block_type":"box","text":"be changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the","page_number":17,"box":{"x":60,"y":660,"width":841,"height":12}},{"id":"eeb0b6a0-f7cf-4f8d-839d-c7e7b0353569","block_type":"box","text":"regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment of dividend","page_number":17,"box":{"x":60,"y":675,"width":803,"height":12}},{"id":"c7b8d91a-78d3-4913-9f51-4112cef60be5","block_type":"box","text":"equivalent payments owed to a Fund (as permitted by applicable law).","page_number":17,"box":{"x":59,"y":690,"width":490,"height":13}},{"id":"29ab9c0c-c1a1-4333-995c-f8bc1a63fa3f","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":17,"box":{"x":60,"y":717,"width":824,"height":12}},{"id":"879ecc25-d7c6-464a-837d-df7977603da3","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":17,"box":{"x":59,"y":732,"width":859,"height":12}},{"id":"c1601e7c-ca64-4ad4-9aba-a34d9efc17d0","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":17,"box":{"x":59,"y":747,"width":878,"height":12}},{"id":"afd706cc-eb75-408d-b66f-b747ac8632d9","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":17,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"1de14428-2064-4388-b54c-149208521122","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":17,"box":{"x":59,"y":777,"width":846,"height":13}},{"id":"eddf339a-6d4c-4db5-b93f-1ab2ceb44456","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":17,"box":{"x":60,"y":792,"width":847,"height":13}},{"id":"f113144a-d0fb-4810-82e7-8b07c5145879","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":17,"box":{"x":60,"y":807,"width":824,"height":13}},{"id":"a4b748c7-c669-477e-baa2-fe9586d49b2a","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":17,"box":{"x":60,"y":823,"width":834,"height":12}},{"id":"313706b3-7bc6-4afd-8f2f-44f91bae5375","block_type":"box","text":"borrowers. Certain Funds expect to provide additional protections to borrowers, where permitted, pursuant to a Fund’s","page_number":17,"box":{"x":60,"y":838,"width":831,"height":12}},{"id":"473d6545-6635-4bf6-a407-a7ee8fc930c6","block_type":"box","text":"investment policies and if BFA believes doing so is in the best interest of the Fund.","page_number":17,"box":{"x":60,"y":853,"width":570,"height":12}},{"id":"314a4030-16eb-4676-8a12-0c48176aafae","block_type":"box","text":"6","page_number":17,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"9a990ea0-3100-4cf7-8235-8493088ef27f","block_type":"box","text":"Liquidity Risk Management.","page_number":18,"box":{"x":60,"y":67,"width":200,"height":12}},{"id":"d1bb7343-5433-4452-9e7b-29f06dab3e90","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":18,"box":{"x":270,"y":67,"width":662,"height":12}},{"id":"eb6fe0cb-2858-4dca-b6e7-15fd0ee080f4","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Funds, to establish a liquidity risk management program (the","page_number":18,"box":{"x":60,"y":82,"width":811,"height":12}},{"id":"0f00b536-0cd9-402e-a4fb-4bcb49dcac97","block_type":"box","text":"“Liquidity Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have","page_number":18,"box":{"x":59,"y":97,"width":838,"height":12}},{"id":"874143a0-bc39-4043-bd99-3f2dac4fd2e0","block_type":"box","text":"implemented a Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has","page_number":18,"box":{"x":60,"y":112,"width":807,"height":12}},{"id":"ca8aa228-3658-4706-b1d6-36c05d1977c6","block_type":"box","text":"appointed BFA as the administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and","page_number":18,"box":{"x":59,"y":127,"width":835,"height":12}},{"id":"8bc5b3f5-2212-483b-b87d-94aa2ff2536b","block_type":"box","text":"periodically reviews each Fund’s liquidity risk and classifies each investment held by a Fund as a “highly liquid investment,”","page_number":18,"box":{"x":59,"y":142,"width":859,"height":13}},{"id":"b6b6d1c1-6065-486c-8894-0fb5d6ef63c4","block_type":"box","text":"“moderately liquid investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as","page_number":18,"box":{"x":59,"y":157,"width":867,"height":13}},{"id":"5c4675ec-b40b-4e04-aa84-4f5cb8947d7e","block_type":"box","text":"the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of the remaining","page_number":18,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"74573a4a-06ab-4445-b2c6-30d13d60ede5","block_type":"box","text":"investors’ interest in a Fund. The liquidity of a Fund’s portfolio investments is determined based on relevant market, trading","page_number":18,"box":{"x":60,"y":188,"width":860,"height":12}},{"id":"e31dcad4-0140-4e03-8a84-7f8fbd8cf030","block_type":"box","text":"and investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the","page_number":18,"box":{"x":59,"y":203,"width":826,"height":12}},{"id":"d67f5d4b-ad2a-4918-943f-e87597f3525c","block_type":"box","text":"liquidity risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an","page_number":18,"box":{"x":60,"y":218,"width":849,"height":12}},{"id":"943f743e-a865-40ec-986f-dbd281770bb2","block_type":"box","text":"investment is deemed to be an illiquid investment or a less liquid investment, a Fund can expect to be exposed to greater","page_number":18,"box":{"x":60,"y":233,"width":844,"height":12}},{"id":"0ccb5daf-28c0-4981-8900-00687e8467ac","block_type":"box","text":"liquidity risk.","page_number":18,"box":{"x":60,"y":248,"width":86,"height":12}},{"id":"621075ad-49f8-41c5-803c-dee92c89086a","block_type":"box","text":"Non-U.S. Securities.","page_number":18,"box":{"x":60,"y":275,"width":141,"height":9}},{"id":"0500a255-f07c-4a6d-b433-01bdb6dc98e7","block_type":"box","text":"Certain Funds purchase publicly traded common stocks of non-U.S. issuers. To the extent a Fund","page_number":18,"box":{"x":210,"y":274,"width":679,"height":13}},{"id":"e39cdee0-7951-41f6-a45e-55f9f151a207","block_type":"box","text":"invests in stocks of non-U.S. issuers, certain of the Fund’s investments in such stocks may be in the form of American","page_number":18,"box":{"x":60,"y":290,"width":821,"height":12}},{"id":"894cc6ec-48ca-48d0-8c70-851f892cedf3","block_type":"box","text":"Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively,","page_number":18,"box":{"x":60,"y":305,"width":871,"height":12}},{"id":"b357a404-dc42-4c3d-9995-2725b4f012eb","block_type":"box","text":"“depositary receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of","page_number":18,"box":{"x":59,"y":320,"width":880,"height":12}},{"id":"17504464-473b-4651-9863-611e216adc41","block_type":"box","text":"underlying securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same","page_number":18,"box":{"x":60,"y":335,"width":826,"height":12}},{"id":"6714323a-51ad-4b66-a460-714c79770fdc","block_type":"box","text":"currency as their underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of","page_number":18,"box":{"x":59,"y":350,"width":872,"height":12}},{"id":"b48e1196-03b6-4a42-b432-7cdc6030f5bf","block_type":"box","text":"underlying securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts,","page_number":18,"box":{"x":60,"y":365,"width":858,"height":13}},{"id":"5a1c0b74-feb2-4c69-bd69-f9e3f7ae2f38","block_type":"box","text":"are receipts issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or","page_number":18,"box":{"x":59,"y":380,"width":850,"height":13}},{"id":"f0088524-aa85-48a6-9432-b68b443386c5","block_type":"box","text":"domestic underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an","page_number":18,"box":{"x":59,"y":395,"width":838,"height":13}},{"id":"46ba6033-1f6f-42c5-a268-f13b0d05815d","block_type":"box","text":"international basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs,","page_number":18,"box":{"x":60,"y":411,"width":862,"height":12}},{"id":"1f567cc9-80ce-4805-8cfb-b9b341eed777","block_type":"box","text":"issued in bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe","page_number":18,"box":{"x":60,"y":426,"width":864,"height":12}},{"id":"3325c392-821c-4a82-8e29-9cce19cad2af","block_type":"box","text":"and are designed for use throughout the world.","page_number":18,"box":{"x":59,"y":441,"width":331,"height":12}},{"id":"5130ced0-f408-45aa-aeb4-cca43195c6bf","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":18,"box":{"x":60,"y":467,"width":876,"height":13}},{"id":"50d5ec48-c98d-4040-b299-c17569713037","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose a Fund to","page_number":18,"box":{"x":60,"y":482,"width":839,"height":13}},{"id":"4eb5e3cb-dbfc-474f-9088-d79fcebbdc4c","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":18,"box":{"x":59,"y":497,"width":842,"height":13}},{"id":"803f1010-9794-46af-832f-135518df4602","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":18,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"53d8a6e2-5268-42e6-ba27-faa49750c8ee","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":18,"box":{"x":60,"y":528,"width":832,"height":12}},{"id":"de6ca984-8d4d-4225-bd9c-bc5b6b016e88","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":18,"box":{"x":59,"y":543,"width":796,"height":12}},{"id":"f6aac5ee-6d28-43e5-9d0d-07054d6cbd78","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":18,"box":{"x":59,"y":558,"width":571,"height":12}},{"id":"9aae1053-e778-46b4-ba65-d32b4fb89595","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":18,"box":{"x":60,"y":584,"width":868,"height":13}},{"id":"5e48bdc7-8aa6-4ff6-b236-44365d45c9a7","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":18,"box":{"x":60,"y":600,"width":808,"height":12}},{"id":"f61f6eaa-b92b-4ea6-8bad-0c2134abd78c","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":18,"box":{"x":59,"y":615,"width":853,"height":12}},{"id":"9ca1f1e7-3ff6-409e-82cc-485195ba1a6f","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":18,"box":{"x":59,"y":630,"width":873,"height":12}},{"id":"42e236c4-a0cb-45c9-92a6-2ed22535861c","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":18,"box":{"x":60,"y":645,"width":864,"height":12}},{"id":"29851c9c-2e55-4cdd-b245-48308492db84","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":18,"box":{"x":59,"y":660,"width":871,"height":12}},{"id":"184c94d3-7b81-48c2-a740-03871e83b321","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":18,"box":{"x":60,"y":675,"width":629,"height":12}},{"id":"1e41aeee-a9ee-4402-ae64-ce0591885dac","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":18,"box":{"x":60,"y":702,"width":242,"height":12}},{"id":"8743661e-df9b-461f-afa0-0f32688c96ad","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":18,"box":{"x":310,"y":702,"width":589,"height":12}},{"id":"f8eb0e5a-18b5-4e72-a688-26ecaf7dd003","block_type":"box","text":"CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly, more than a prescribed level of its","page_number":18,"box":{"x":59,"y":717,"width":812,"height":12}},{"id":"350d78f2-5da5-440e-8ec1-2143b2d173bc","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":18,"box":{"x":60,"y":732,"width":818,"height":12}},{"id":"4e5bc403-1cf0-4be2-9034-8b17cfc5f93a","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":18,"box":{"x":60,"y":747,"width":871,"height":12}},{"id":"4e3741a2-311a-4650-9d88-d71f8fa1c138","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. To the extent a Fund uses CFTC","page_number":18,"box":{"x":60,"y":762,"width":866,"height":12}},{"id":"f0f555d8-408b-4655-8ea1-76b38f2f973e","block_type":"box","text":"Derivatives, it intends to do so below such prescribed levels and intends not to market itself as a “commodity pool” or a","page_number":18,"box":{"x":60,"y":777,"width":834,"height":13}},{"id":"c79b7f84-22c1-487b-ade5-b37f5bbe373e","block_type":"box","text":"vehicle for trading such instruments.","page_number":18,"box":{"x":59,"y":792,"width":256,"height":13}},{"id":"b4b92ff9-e141-4d8b-b093-86c30bbcca78","block_type":"box","text":"BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5","page_number":18,"box":{"x":60,"y":819,"width":873,"height":12}},{"id":"3df9ed12-0af9-45b1-be67-abd2e0f4758a","block_type":"box","text":"under the CEA with respect to each of the Funds. BFA is not, therefore, subject to registration or regulation as a “commodity","page_number":18,"box":{"x":60,"y":834,"width":867,"height":12}},{"id":"14a9279a-efb2-4fcb-ad28-43ccec353e12","block_type":"box","text":"pool operator” under the CEA with respect to the Funds.","page_number":18,"box":{"x":59,"y":849,"width":394,"height":12}},{"id":"ab9e7830-7157-4ba2-a313-395116f048a8","block_type":"box","text":"7","page_number":18,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"799013ee-4a7d-44af-a45e-cfb127718b30","block_type":"box","text":"The iShares Biotechnology ETF, iShares Core S&P Mid-Cap ETF, iShares Core S&P Small-Cap ETF, iShares Core S&P Total U.S.","page_number":19,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"0ff2053c-0457-4b81-9c2f-0986ade8416f","block_type":"box","text":"Stock Market ETF, iShares Core S&P U.S. Growth ETF, iShares Core S&P U.S. Value ETF, iShares ESG Select Screened S&P Mid","page_number":19,"box":{"x":59,"y":82,"width":872,"height":11}},{"id":"b3928b2d-cf31-433a-9f67-9528de566115","block_type":"box","text":"Cap ETF, iShares ESG Select Screened S&P Small-Cap ETF, iShares Europe ETF, iShares International Developed Small Cap","page_number":19,"box":{"x":59,"y":97,"width":845,"height":12}},{"id":"8747209e-4045-4729-80ee-6019dd9c3aeb","block_type":"box","text":"Value Factor ETF, iShares Micro-Cap ETF, iShares Mortgage Real Estate ETF, iShares Preferred and Income Securities ETF,","page_number":19,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"329d9ac3-901e-4661-ae02-0d115f8b804e","block_type":"box","text":"iShares Residential and Multisector Real Estate ETF, iShares Russell 1000 ETF, iShares Russell 1000 Value ETF, iShares Russell","page_number":19,"box":{"x":60,"y":127,"width":867,"height":11}},{"id":"e4903c2a-1c6f-4f0d-a12f-5cd3d010c883","block_type":"box","text":"2000 ETF, iShares Russell 2000 Growth ETF, iShares Russell 2000 Value ETF, iShares Russell 3000 ETF, iShares Russell Mid","page_number":19,"box":{"x":59,"y":142,"width":853,"height":12}},{"id":"6bd9aca6-2431-4ba3-92b7-2ed6b342a459","block_type":"box","text":"Cap ETF, iShares Russell Mid-Cap Growth ETF, iShares Russell Mid-Cap Value ETF, iShares S&P Mid-Cap 400 Growth ETF,","page_number":19,"box":{"x":59,"y":157,"width":843,"height":13}},{"id":"a7b4c785-572d-40e4-847f-9bb1f5db0be6","block_type":"box","text":"iShares S&P Mid-Cap 400 Value ETF, iShares S&P Small-Cap 600 Growth ETF, iShares S&P Small-Cap 600 Value ETF, iShares","page_number":19,"box":{"x":60,"y":172,"width":863,"height":13}},{"id":"b42fcc18-19a2-4f33-b3a1-cff91fafb49a","block_type":"box","text":"Semiconductor ETF, iShares U.S. Broker-Dealers & Securities Exchanges ETF, iShares U.S. Digital Infrastructure and Real Estate","page_number":19,"box":{"x":59,"y":188,"width":879,"height":12}},{"id":"214877e6-0fa4-4ee7-af29-8e8d43836417","block_type":"box","text":"ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructure ETF, iShares U.S. Real Estate ETF and iShares US Small","page_number":19,"box":{"x":60,"y":203,"width":854,"height":11}},{"id":"3391a6b6-5cf8-44cb-b507-f4c85fe0412d","block_type":"box","text":"Cap Value Factor ETF (the “No-Action Letter Funds”) may also have investments in “underlying funds” (and such underlying","page_number":19,"box":{"x":59,"y":218,"width":870,"height":12}},{"id":"a24dc4ca-2fc7-44b0-9aad-280f17b92d5c","block_type":"box","text":"funds themselves may invest in underlying funds) not advised by BFA (the term “underlying fund” for purposes of the no","page_number":19,"box":{"x":59,"y":233,"width":851,"height":12}},{"id":"6d985f43-6c38-490e-a079-808fa3b84e5d","block_type":"box","text":"action letter referenced below may include, but is not limited to, certain securitized vehicles, mortgage or international real","page_number":19,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"ef8af6e5-e026-4394-b5f8-f11f8312991b","block_type":"box","text":"estate investment trusts (“REITs”), business development companies, and investment companies that may invest in CFTC","page_number":19,"box":{"x":59,"y":263,"width":850,"height":12}},{"id":"99f62eb5-6821-43cf-b8de-82a3567e6422","block_type":"box","text":"Derivatives or in any of the foregoing), and therefore may be viewed by the CFTC as commodity pools. BFA may not have","page_number":19,"box":{"x":60,"y":278,"width":844,"height":13}},{"id":"afe04e9d-7498-4623-8206-7fc100074fe6","block_type":"box","text":"transparency into the holdings of these underlying funds because they are not advised by BFA. To address this issue of lack of","page_number":19,"box":{"x":59,"y":293,"width":881,"height":13}},{"id":"f55a990e-3c94-483b-9820-84bee3844c03","block_type":"box","text":"transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in","page_number":19,"box":{"x":59,"y":308,"width":862,"height":13}},{"id":"74407f10-b02a-45d8-8ec0-78e44e36a027","block_type":"box","text":"such underlying funds and that would otherwise have filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay","page_number":19,"box":{"x":59,"y":324,"width":803,"height":12}},{"id":"11d549d0-52bd-474e-8e4d-7da516d3e69e","block_type":"box","text":"registration as a “commodity pool operator” until six months from the date on which the CFTC issues additional guidance on","page_number":19,"box":{"x":60,"y":339,"width":874,"height":12}},{"id":"7a18569f-8210-476c-9499-7340f2082402","block_type":"box","text":"the treatment of CFTC Derivatives held by underlying funds. BFA, the adviser of the No-Action Letter Funds, has filed a claim","page_number":19,"box":{"x":59,"y":354,"width":869,"height":12}},{"id":"a0a40158-2abd-4566-8e64-d6913144d588","block_type":"box","text":"with the CFTC for the Funds to rely on this no-action relief. Accordingly, BFA is not currently subject to registration or","page_number":19,"box":{"x":59,"y":369,"width":819,"height":12}},{"id":"31683f35-5157-49a8-8f5d-54cae015cbb9","block_type":"box","text":"regulation as a “commodity pool operator” under the CEA in respect of the Funds.","page_number":19,"box":{"x":60,"y":384,"width":572,"height":12}},{"id":"6e1b88c4-cd32-4fd1-b271-ae472097ddd5","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":19,"box":{"x":60,"y":411,"width":849,"height":12}},{"id":"7f479588-7b48-4863-a89d-b8f828090256","block_type":"box","text":"regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under","page_number":19,"box":{"x":60,"y":426,"width":872,"height":12}},{"id":"12c263c1-c5ca-4ec1-b784-7da5ca891504","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":19,"box":{"x":59,"y":441,"width":839,"height":12}},{"id":"ba600507-d7ab-4a1c-af02-9f98afefefce","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":19,"box":{"x":59,"y":456,"width":864,"height":12}},{"id":"321f8b6e-2154-4dea-b2b9-2accbf39cbb5","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":19,"box":{"x":60,"y":471,"width":867,"height":12}},{"id":"21903554-d2d7-46b0-a62b-74e40f395a85","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to a Fund of trading these instruments","page_number":19,"box":{"x":59,"y":486,"width":864,"height":12}},{"id":"d966431a-1bf3-457b-a63d-a75d0869cf58","block_type":"box","text":"and, as a result, may affect returns to investors in a Fund.","page_number":19,"box":{"x":59,"y":501,"width":399,"height":13}},{"id":"683878e8-36cd-4328-b370-803226c4f447","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into Derivatives Transactions (as defined below) and","page_number":19,"box":{"x":60,"y":528,"width":866,"height":12}},{"id":"5f8986c1-d494-4d6f-a685-5dcbe992a11c","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":19,"box":{"x":59,"y":543,"width":842,"height":12}},{"id":"be2cda24-4ca9-41ee-9e7f-031635045f3b","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":19,"box":{"x":60,"y":558,"width":822,"height":12}},{"id":"41cc2bc8-3382-4e50-8d88-24d2e8951c51","block_type":"box","text":"including the Funds, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":19,"box":{"x":60,"y":573,"width":878,"height":12}},{"id":"65647adf-485d-493c-a7fc-b34f0ed0d29e","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":19,"box":{"x":59,"y":588,"width":257,"height":13}},{"id":"b752eff9-7845-49b8-bb0d-523d2c6b61ac","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":19,"box":{"x":60,"y":615,"width":862,"height":12}},{"id":"cf684a11-624d-451a-8245-c6f5b8650e10","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":19,"box":{"x":59,"y":630,"width":871,"height":12}},{"id":"16d41e0f-9ebf-4097-9308-df9c5a94b245","block_type":"box","text":"or any similar instrument, under which a Fund is or may be required to make any payment or delivery of cash or other assets","page_number":19,"box":{"x":59,"y":645,"width":871,"height":12}},{"id":"ccc96e31-153e-4d1b-8ba9-74bfecd12ce7","block_type":"box","text":"during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise;","page_number":19,"box":{"x":59,"y":660,"width":867,"height":12}},{"id":"f3669920-41e2-4386-99ad-07fffa1693c8","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non","page_number":19,"box":{"x":60,"y":675,"width":864,"height":12}},{"id":"8fd3c3be-0bb4-4884-9b05-a1f51aa77fc5","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":19,"box":{"x":60,"y":690,"width":863,"height":13}},{"id":"86f8c6ee-7ce5-48cc-97d8-1c5c1582939e","block_type":"box","text":"under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be","page_number":19,"box":{"x":60,"y":705,"width":863,"height":13}},{"id":"13d36e12-22e9-4a65-8e8a-9e5313054635","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":19,"box":{"x":59,"y":720,"width":871,"height":13}},{"id":"03e52f69-0c3a-489d-823f-daf60639f3df","block_type":"box","text":"physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement","page_number":19,"box":{"x":59,"y":736,"width":834,"height":12}},{"id":"5da6af6d-f368-4de5-8817-3d9e2853285f","block_type":"box","text":"Securities Provision”).","page_number":19,"box":{"x":59,"y":751,"width":152,"height":12}},{"id":"8a580a05-bc61-4513-adc3-9bf1e71ea41d","block_type":"box","text":"Unless a Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4","page_number":19,"box":{"x":60,"y":777,"width":872,"height":13}},{"id":"191c3899-ebd7-43f1-89d9-a58a73819f57","block_type":"box","text":"with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires a Fund to adopt and implement a","page_number":19,"box":{"x":59,"y":792,"width":830,"height":13}},{"id":"4d2c4144-5b0a-48ea-8268-e697bdef6a9d","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":19,"box":{"x":59,"y":807,"width":875,"height":13}},{"id":"f0901876-5dd4-46d0-a636-86c0fd06dfd1","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":19,"box":{"x":60,"y":823,"width":846,"height":12}},{"id":"2636648b-f14b-47a3-8da4-23e6b6a9f3d1","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":19,"box":{"x":59,"y":838,"width":840,"height":12}},{"id":"d2e6c061-b8e5-4e59-abf1-6648c9c60a9b","block_type":"box","text":"reports to the Board.","page_number":19,"box":{"x":60,"y":853,"width":142,"height":12}},{"id":"c0925915-fdcf-4d82-822b-4732f31d9e02","block_type":"box","text":"8","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"90bbd9cb-2606-405e-9e84-284017c44347","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if a Fund’s “derivatives exposure”","page_number":20,"box":{"x":60,"y":67,"width":868,"height":12}},{"id":"0fb8b70f-59eb-4fa2-a320-5178abc45721","block_type":"box","text":"(as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund","page_number":20,"box":{"x":60,"y":82,"width":830,"height":12}},{"id":"0dcd2a05-9580-4bf5-9b52-17d6972e0c85","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":20,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"f6c8c006-36f0-431e-9db1-b8eac82f85ec","block_type":"box","text":"Derivatives User Exception”).","page_number":20,"box":{"x":60,"y":112,"width":200,"height":12}},{"id":"337ae9e4-b51c-4621-8511-8e619101f66c","block_type":"box","text":"Repurchase Agreements.","page_number":20,"box":{"x":60,"y":138,"width":179,"height":13}},{"id":"b954303d-fa98-4934-976f-cd4e541a9532","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":20,"box":{"x":248,"y":138,"width":495,"height":13}},{"id":"271da47c-5c3d-4383-80ee-8ab40cb0dcab","block_type":"box","text":"i.e.","page_number":20,"box":{"x":744,"y":139,"width":17,"height":9}},{"id":"2bfd091b-7858-4b1f-8c49-aa7802c396e5","block_type":"box","text":", a Fund) acquires a","page_number":20,"box":{"x":764,"y":138,"width":135,"height":13}},{"id":"4fbad57b-c740-4603-83ad-420cbc8f8472","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":20,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"60c79458-d1fa-47ac-b746-ccc0d3fcebac","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":20,"box":{"x":59,"y":169,"width":822,"height":12}},{"id":"96b15d8e-1857-43ba-8cc0-d71d61eada53","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":20,"box":{"x":59,"y":184,"width":828,"height":12}},{"id":"7dd3de7e-a750-46f9-9931-060f41c50fa2","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":20,"box":{"x":59,"y":199,"width":878,"height":12}},{"id":"93457f51-3e1a-413a-91b3-842a2412656a","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":20,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"83b0e9e6-8e20-4124-8773-5e8a21e1e4de","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":20,"box":{"x":59,"y":229,"width":760,"height":12}},{"id":"3d19dcf4-a5c2-493c-b514-d17d673c93e0","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":20,"box":{"x":60,"y":256,"width":875,"height":12}},{"id":"6b1fcd3f-ae2e-432d-93c7-3fdcbbbeda65","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":20,"box":{"x":59,"y":271,"width":841,"height":12}},{"id":"2e32e97a-d235-4145-a499-9919aef925dd","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":20,"box":{"x":59,"y":286,"width":811,"height":12}},{"id":"f2d0c903-a9c8-4493-8eba-e37c602233f5","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":20,"box":{"x":59,"y":301,"width":857,"height":12}},{"id":"1a68b735-6f01-4bd3-8352-e3ea8fde48c3","block_type":"box","text":"seven days.","page_number":20,"box":{"x":59,"y":316,"width":79,"height":12}},{"id":"571f9281-9277-40e9-a32a-5f9189136f86","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Funds,","page_number":20,"box":{"x":60,"y":343,"width":875,"height":12}},{"id":"886659ae-fefc-4134-be2d-78ef2e1bf679","block_type":"box","text":"but are inherent in repurchase agreements. A Funds seek to minimize such risks, but because of the inherent legal","page_number":20,"box":{"x":60,"y":358,"width":796,"height":12}},{"id":"23562d2d-f1c2-4fe2-bbd9-b34c022223bd","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":20,"box":{"x":60,"y":373,"width":872,"height":12}},{"id":"a533b486-1f6b-4dbd-856a-560f42b277f0","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":20,"box":{"x":59,"y":388,"width":836,"height":12}},{"id":"4a9670b0-b762-4f89-a721-877821e21af8","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":20,"box":{"x":60,"y":403,"width":870,"height":12}},{"id":"2cbb51eb-9a2f-47d9-9c53-441a6cebcde3","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":20,"box":{"x":59,"y":418,"width":840,"height":12}},{"id":"62cc243c-b3ba-4083-bfad-b1c23ec0a0d2","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":20,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"c60efc5d-2619-4b6c-bd75-accd9e1d9e19","block_type":"box","text":"i.e.","page_number":20,"box":{"x":905,"y":434,"width":18,"height":9}},{"id":"a0a7d604-3f92-4897-a4b4-36af7cdd87cb","block_type":"box","text":",","page_number":20,"box":{"x":925,"y":441,"width":2,"height":4}},{"id":"fc8798b5-28df-4dee-ac9d-147c2897a766","block_type":"box","text":"the position a Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":20,"box":{"x":59,"y":448,"width":814,"height":13}},{"id":"56fe84e5-bef7-4a5e-8d06-408b548218b3","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":20,"box":{"x":59,"y":463,"width":875,"height":13}},{"id":"24e168cf-0971-4473-8f3b-4cb0adfabda6","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":20,"box":{"x":60,"y":479,"width":597,"height":12}},{"id":"9f321efd-2c64-414a-a1eb-508c01d2f756","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":20,"box":{"x":60,"y":505,"width":240,"height":12}},{"id":"0abbd0cb-c246-4d84-971d-a13446eb1951","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":20,"box":{"x":309,"y":505,"width":578,"height":12}},{"id":"e07afb45-fde5-4b58-8f9b-52de76f94058","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":20,"box":{"x":60,"y":520,"width":838,"height":12}},{"id":"50df3ad5-3e85-42a6-93a0-8a87bc04640a","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":20,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"d3958bc0-f4f8-4d56-b837-7af0b99e24eb","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":20,"box":{"x":60,"y":550,"width":840,"height":13}},{"id":"67aae455-1580-4568-9d19-75741e2156c7","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":20,"box":{"x":60,"y":566,"width":853,"height":12}},{"id":"18e0a9b4-45b8-4f23-9897-91bbbd421217","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":20,"box":{"x":59,"y":581,"width":875,"height":12}},{"id":"730a2c22-7017-4eb6-b285-ce8427bf5299","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":20,"box":{"x":59,"y":596,"width":869,"height":12}},{"id":"15494c47-1ff3-463a-8ada-ba9dfa3ce83d","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":20,"box":{"x":59,"y":611,"width":878,"height":12}},{"id":"fd279175-7c7f-4058-a552-ceec7e914a97","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":20,"box":{"x":59,"y":626,"width":875,"height":12}},{"id":"9e0a0e8a-4a0e-446a-85db-0f30619fdd0d","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":20,"box":{"x":59,"y":641,"width":845,"height":12}},{"id":"1f823ca5-bf25-4e18-b3fb-e212dd985507","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":20,"box":{"x":60,"y":656,"width":602,"height":13}},{"id":"58cf1f6f-6d61-425d-8df5-c9767a265e21","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":20,"box":{"x":60,"y":683,"width":832,"height":12}},{"id":"480f9b0b-8007-4bb4-8374-4f0431a46663","block_type":"box","text":"financing transactions (","page_number":20,"box":{"x":59,"y":698,"width":165,"height":12}},{"id":"a694aeec-9b36-4b4c-a993-83d24dae134f","block_type":"box","text":"e.g.,","page_number":20,"box":{"x":225,"y":701,"width":27,"height":9}},{"id":"6b163dc6-0b7b-4b4f-ab9c-16063630852c","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":20,"box":{"x":258,"y":698,"width":614,"height":12}},{"id":"3176d3f2-ea56-4866-9e9a-33878037232f","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that a Fund either (i)","page_number":20,"box":{"x":60,"y":713,"width":855,"height":12}},{"id":"53951904-db00-4e72-a3f3-a4db811fa5a5","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":20,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"027345d5-646f-4988-8a5c-676f308fdee0","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":20,"box":{"x":60,"y":743,"width":556,"height":12}},{"id":"e8fe89cc-67e6-47ac-b86a-52b9228fb904","block_type":"box","text":"Regulation Regarding Derivatives","page_number":20,"box":{"x":617,"y":743,"width":231,"height":12}},{"id":"53bb34c2-9547-4b13-8405-7b7f3ab95488","block_type":"box","text":"” above.)","page_number":20,"box":{"x":849,"y":743,"width":61,"height":12}},{"id":"af31387f-643c-465c-8c99-3eb21ee98779","block_type":"box","text":"Securities of Investment Companies.","page_number":20,"box":{"x":59,"y":770,"width":263,"height":12}},{"id":"41b70af7-2556-4532-8415-c0d866434f62","block_type":"box","text":"Each Fund may invest in the securities of other investment companies (including","page_number":20,"box":{"x":332,"y":770,"width":563,"height":12}},{"id":"9b3aa801-2ebc-4a35-93a5-4c13597581ed","block_type":"box","text":"money market funds) to the extent permitted by law. Pursuant to the 1940 Act, a Fund’s investment in registered investment","page_number":20,"box":{"x":60,"y":785,"width":872,"height":12}},{"id":"1955e2f1-bae9-4110-a484-6d9a59827168","block_type":"box","text":"companies is generally limited to, subject to certain exceptions: (i) 3% of the total outstanding voting stock of any one","page_number":20,"box":{"x":59,"y":800,"width":828,"height":12}},{"id":"33d74043-45ff-4a3d-bff1-7737703ce9d8","block_type":"box","text":"investment company; (ii) 5% of a Fund’s total assets with respect to any one investment company; and (iii) 10% of a Fund’s","page_number":20,"box":{"x":60,"y":815,"width":865,"height":12}},{"id":"ad5759a5-b879-42af-96a3-551141979f6f","block_type":"box","text":"total assets with respect to investment companies in the aggregate. Other investment companies in which a Fund may invest","page_number":20,"box":{"x":59,"y":830,"width":877,"height":12}},{"id":"6355cf43-7f77-4983-8b60-71c662b37cb1","block_type":"box","text":"can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which","page_number":20,"box":{"x":59,"y":845,"width":833,"height":13}},{"id":"2f36b528-21b8-4073-8d5c-689532f6e802","block_type":"box","text":"would be in addition to those incurred by the Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of","page_number":20,"box":{"x":59,"y":860,"width":830,"height":13}},{"id":"aa9163b5-9a26-46d5-9674-50f6d927c54c","block_type":"box","text":"9","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"ca1de6b4-4d75-46aa-ac81-c10ff52fd003","block_type":"box","text":"money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund","page_number":21,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"ca792bc3-8e01-4f0e-bfb9-15cc59f3e351","block_type":"box","text":"Fees and Expenses, which reflect a Fund’s","page_number":21,"box":{"x":60,"y":82,"width":291,"height":12}},{"id":"5fb3af2c-1579-4e98-b934-10606450da12","block_type":"box","text":"pro rata","page_number":21,"box":{"x":355,"y":83,"width":56,"height":11}},{"id":"8357e35e-4bd5-4c00-8065-c1f4f1650459","block_type":"box","text":"share of the fees and expenses incurred by investing in other investment","page_number":21,"box":{"x":416,"y":82,"width":506,"height":12}},{"id":"73fd0869-63e7-48ba-a099-8e3174d863f0","block_type":"box","text":"companies (as disclosed in the Prospectus, as applicable).","page_number":21,"box":{"x":59,"y":97,"width":405,"height":12}},{"id":"22a8d3f7-8b21-4e1d-a91f-73eb03434fc0","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":21,"box":{"x":59,"y":123,"width":385,"height":13}},{"id":"c8aad907-3c75-4219-a063-e6b5e75d254a","block_type":"box","text":"Each Fund may invest in short-term instruments, including money","page_number":21,"box":{"x":454,"y":123,"width":464,"height":13}},{"id":"f046d778-b0f8-40f5-abbb-0d43a0c92f92","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":21,"box":{"x":60,"y":138,"width":858,"height":13}},{"id":"c2bd9920-abc7-4562-acf2-2338eea20542","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":21,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"6a85cb03-e00e-473c-ab3a-f7f6d3813640","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":21,"box":{"x":60,"y":169,"width":813,"height":12}},{"id":"2106e786-7242-45d4-a679-1fafe457172e","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":21,"box":{"x":60,"y":184,"width":839,"height":12}},{"id":"e8c4d2e9-ca43-4b18-aff3-ed9a071c6e8b","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":21,"box":{"x":59,"y":199,"width":871,"height":12}},{"id":"a06128d7-1a34-4738-b378-6a7a2ff1bcc2","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":21,"box":{"x":60,"y":214,"width":612,"height":12}},{"id":"9299b959-9be3-4462-8341-3298709345be","block_type":"box","text":"®","page_number":21,"box":{"x":673,"y":212,"width":9,"height":6}},{"id":"b1a52851-aa9e-42e9-a0fa-0d39fe354e0c","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":21,"box":{"x":688,"y":214,"width":213,"height":12}},{"id":"0041f632-823c-4999-a343-0d7c7dcfd99c","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by Standard & Poor’s","page_number":21,"box":{"x":60,"y":229,"width":336,"height":12}},{"id":"e574f79d-7f40-4d07-873a-28b52a0b2789","block_type":"box","text":"®","page_number":21,"box":{"x":397,"y":227,"width":9,"height":7}},{"id":"90abb6f0-8503-4302-a79d-10ac2207a1fc","block_type":"box","text":"Financial Services LLC, a subsidiary of S&P Global, Inc. (S&P Global","page_number":21,"box":{"x":412,"y":229,"width":463,"height":12}},{"id":"af4d0274-eb29-4e5d-ab59-31a097d154cc","block_type":"box","text":"Ratings), or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":21,"box":{"x":60,"y":244,"width":800,"height":13}},{"id":"accf9984-35f8-45d6-a5db-d2359648081f","block_type":"box","text":"e.g.","page_number":21,"box":{"x":862,"y":247,"width":22,"height":10}},{"id":"16a286b9-d1b0-4a45-a94a-bc0a1a87dac7","block_type":"box","text":", bonds","page_number":21,"box":{"x":886,"y":244,"width":51,"height":12}},{"id":"ab068cd1-6d1f-4419-9441-b3d6a8d1f626","block_type":"box","text":"and debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been","page_number":21,"box":{"x":59,"y":259,"width":795,"height":13}},{"id":"d49e74e7-5711-4645-b534-f3fcdd627edb","block_type":"box","text":"determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act;","page_number":21,"box":{"x":59,"y":274,"width":857,"height":13}},{"id":"0821ae29-0310-45ba-8d31-c5bf39014bb7","block_type":"box","text":"(vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S.","page_number":21,"box":{"x":60,"y":290,"width":830,"height":12}},{"id":"f7564d5d-9a4b-4604-92fa-718601ce1562","block_type":"box","text":"branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by a","page_number":21,"box":{"x":60,"y":305,"width":836,"height":12}},{"id":"4e85b006-984e-4cbe-b51a-7e47925e1d6d","block_type":"box","text":"Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable","page_number":21,"box":{"x":60,"y":320,"width":856,"height":12}},{"id":"96fe151d-c4b3-4ffc-9338-bbf50eaf4216","block_type":"box","text":"deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are","page_number":21,"box":{"x":59,"y":335,"width":849,"height":12}},{"id":"774213e3-5330-4cc8-b6ac-b90f4400f8ff","block_type":"box","text":"time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.","page_number":21,"box":{"x":59,"y":350,"width":755,"height":12}},{"id":"3f1a9740-4dd5-473d-a6ec-22971785f2eb","block_type":"box","text":"Swap Agreements.","page_number":21,"box":{"x":59,"y":377,"width":134,"height":12}},{"id":"7df7fd03-3ff7-4339-b6a0-9033b2e9635c","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":21,"box":{"x":202,"y":377,"width":735,"height":12}},{"id":"76e7be6b-bc85-486a-a9ab-c65149d9bfe3","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":21,"box":{"x":59,"y":392,"width":850,"height":12}},{"id":"1e4f511e-78a5-4006-96b5-2bcceb178b9c","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":21,"box":{"x":60,"y":407,"width":843,"height":12}},{"id":"29edad41-0e85-4785-a759-936dd0b0cf3b","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with a Fund receiving","page_number":21,"box":{"x":60,"y":422,"width":869,"height":12}},{"id":"751d28ff-3fcc-4e9f-aa32-686f79d6be81","block_type":"box","text":"or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its","page_number":21,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"2bf5a023-b698-4ddc-a727-695108d143c4","block_type":"box","text":"entitlements with respect to each swap is accrued on a daily basis.","page_number":21,"box":{"x":59,"y":452,"width":465,"height":12}},{"id":"8bd01313-91db-44ef-b276-4c61e59c0645","block_type":"box","text":"Certain of the Funds may enter into swap agreements, including currency swaps, interest rate swaps and index swaps, or","page_number":21,"box":{"x":59,"y":479,"width":848,"height":12}},{"id":"02079b66-816a-42bc-8efd-319f7cdffd2e","block_type":"box","text":"total return swaps (some of which may be referred to as contracts for difference or “CFDs”). The use of swaps is a highly","page_number":21,"box":{"x":59,"y":494,"width":845,"height":12}},{"id":"5461a184-728a-4035-85ea-e3a5bb4b1848","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":21,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"401e5d9b-6596-473f-aff4-4ee432c79e1b","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":21,"box":{"x":59,"y":524,"width":821,"height":12}},{"id":"741d6e7b-3aa3-4ffb-b196-ab09b43edc47","block_type":"box","text":"Tracking Stocks.","page_number":21,"box":{"x":58,"y":550,"width":119,"height":13}},{"id":"9a2ce79e-4bc3-4c9c-b186-a3b15a051cda","block_type":"box","text":"A tracking stock is a separate class of common stock whose value is linked to a specific business unit or","page_number":21,"box":{"x":186,"y":550,"width":728,"height":13}},{"id":"3faa33ea-dc0f-46ae-ab2d-982c47d4fe9d","block_type":"box","text":"operating division within a larger company and is designed to “track” the performance of such business unit or division. The","page_number":21,"box":{"x":59,"y":566,"width":870,"height":12}},{"id":"88bbb9fc-7407-4145-943f-d1bd88f38d6b","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":21,"box":{"x":59,"y":581,"width":866,"height":12}},{"id":"e6783e57-99b4-4691-a5f4-0c1ec27ec9e8","block_type":"box","text":"business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the","page_number":21,"box":{"x":60,"y":596,"width":851,"height":12}},{"id":"95af5acf-7e70-4d95-944a-f73874bdedf5","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":21,"box":{"x":59,"y":611,"width":396,"height":12}},{"id":"a9bcff3f-1f80-4db2-a20a-65e1352e6e72","block_type":"box","text":"Future Developments.","page_number":21,"box":{"x":60,"y":637,"width":157,"height":13}},{"id":"236eb104-caf2-410e-a384-e4b276ee30e7","block_type":"box","text":"The Board may, in the future, authorize each Fund to invest in securities contracts and investments,","page_number":21,"box":{"x":226,"y":637,"width":694,"height":13}},{"id":"090adf59-c246-4895-86b0-bb320965fd36","block_type":"box","text":"other than those listed in this SAI and in the applicable Prospectus, provided they are consistent with each Fund’s investment","page_number":21,"box":{"x":59,"y":652,"width":877,"height":13}},{"id":"4f11c0b2-debf-4ef6-b537-69d6d1602629","block_type":"box","text":"objective and do not violate any of its investment restrictions or policies.","page_number":21,"box":{"x":59,"y":668,"width":505,"height":12}},{"id":"2693881b-6bc2-4fa2-8ab8-a0222c7b914d","block_type":"box","text":"General Considerations and Risks","page_number":21,"box":{"x":60,"y":698,"width":559,"height":24}},{"id":"d12f8642-08f9-4704-aa8f-71ccd43dc594","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in a Fund is contained in the applicable Prospectus.","page_number":21,"box":{"x":59,"y":739,"width":875,"height":13}},{"id":"b2efd599-2cba-469f-a51d-6676b3d838f6","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":21,"box":{"x":59,"y":766,"width":816,"height":12}},{"id":"4aa788e6-b91d-4399-a33f-e7fc850e9c18","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of preferred","page_number":21,"box":{"x":59,"y":781,"width":876,"height":12}},{"id":"90551a4b-53d7-42ac-bf33-1d650f9d6f61","block_type":"box","text":"or common stocks in general, and other factors that affect the market. The order of the below risk factors does not indicate","page_number":21,"box":{"x":59,"y":796,"width":864,"height":12}},{"id":"923ccb07-dc70-42c8-9190-3f1a09d72534","block_type":"box","text":"the significance of any particular risk factor.","page_number":21,"box":{"x":59,"y":811,"width":304,"height":13}},{"id":"3aea90ab-1d02-482c-8318-cd2c6e6a9a64","block_type":"box","text":"Borrowing Risk.","page_number":21,"box":{"x":60,"y":838,"width":112,"height":12}},{"id":"62bc895c-6dcc-4d88-bbc1-6a93510e17b5","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":21,"box":{"x":182,"y":838,"width":711,"height":12}},{"id":"17cb768f-2d18-4104-a275-dc580bdac5f2","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":21,"box":{"x":60,"y":853,"width":849,"height":12}},{"id":"e0a0be95-61c0-47fc-a578-b8d4be3f06b1","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":21,"box":{"x":60,"y":868,"width":831,"height":12}},{"id":"ae03d861-ac1f-4268-b3ff-259608f5e63e","block_type":"box","text":"10","page_number":21,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"c552b122-69cf-4b1a-83e5-56cf09001540","block_type":"box","text":"Custody Risk.","page_number":22,"box":{"x":59,"y":67,"width":97,"height":12}},{"id":"8eb652b8-a768-4822-83f2-ed31026e7048","block_type":"box","text":"Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of","page_number":22,"box":{"x":165,"y":67,"width":742,"height":12}},{"id":"e1c81dea-948e-49a5-a4af-4177fd359f4f","block_type":"box","text":"securities, cash and other assets by local banks, agents and depositories. Low trading volumes and volatile prices in less","page_number":22,"box":{"x":59,"y":82,"width":838,"height":12}},{"id":"74073815-bc77-4aa1-be6c-2a49a3e5274a","block_type":"box","text":"developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to","page_number":22,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"296273d9-21b1-4217-84a3-4eda0a38e66b","block_type":"box","text":"hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to","page_number":22,"box":{"x":60,"y":112,"width":857,"height":12}},{"id":"0116d0a8-4bd9-4587-b8fa-584ac60825f3","block_type":"box","text":"the standards of care of their local markets, and thus may be subject to limited or no government oversight. Communications","page_number":22,"box":{"x":59,"y":127,"width":879,"height":12}},{"id":"a1952f9d-ad6e-460c-908b-bb4ca8187471","block_type":"box","text":"between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of","page_number":22,"box":{"x":60,"y":142,"width":854,"height":13}},{"id":"64b25f05-8607-4aa6-80f2-415bc09000b3","block_type":"box","text":"security certificates. In general, the less developed a country’s securities market is, the greater the likelihood of custody","page_number":22,"box":{"x":59,"y":157,"width":834,"height":13}},{"id":"2b76f3f8-f7c3-4c08-b0d7-6ac03dc95e72","block_type":"box","text":"problems. Practices in relation to the settlement of securities transactions in emerging markets involve higher risks than","page_number":22,"box":{"x":59,"y":172,"width":838,"height":13}},{"id":"634951f8-5332-4d86-9d55-1ad38b7abe07","block_type":"box","text":"those in developed markets, in part because of the use of brokers and counterparties that are often less well capitalized, and","page_number":22,"box":{"x":59,"y":188,"width":867,"height":12}},{"id":"63c0410c-f71d-48ef-a7a4-09dd5ea74309","block_type":"box","text":"custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence or undue","page_number":22,"box":{"x":59,"y":203,"width":815,"height":12}},{"id":"5375537a-af52-48ca-b367-2f3b62143d24","block_type":"box","text":"influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with","page_number":22,"box":{"x":60,"y":218,"width":845,"height":12}},{"id":"440ef1bf-6eae-4a00-a21f-305706962ce5","block_type":"box","text":"other factors, could result in ownership registration being lost. In addition, the laws of certain countries may put limits on a","page_number":22,"box":{"x":59,"y":233,"width":861,"height":12}},{"id":"43245574-5f7f-47e3-9309-c35c5d920bf1","block_type":"box","text":"Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing","page_number":22,"box":{"x":60,"y":248,"width":851,"height":12}},{"id":"d4c9de9e-2998-41a8-a45d-5f4e431b4139","block_type":"box","text":"goes bankrupt. A Fund would absorb any loss resulting from such custody problems and may have no successful claim for","page_number":22,"box":{"x":59,"y":263,"width":858,"height":12}},{"id":"6eef82d0-efef-4626-99f4-4ef0e0e51cd2","block_type":"box","text":"compensation.","page_number":22,"box":{"x":59,"y":279,"width":103,"height":12}},{"id":"5c0ec9df-cb54-4ace-bde4-7faed4f4c9c0","block_type":"box","text":"Dividend-Paying Stock Risk.","page_number":22,"box":{"x":60,"y":305,"width":201,"height":12}},{"id":"1ea43fdf-8928-42f2-8471-df408ff0054a","block_type":"box","text":"Investing in dividend-paying stocks involves the risk that such stocks may fall out of favor with","page_number":22,"box":{"x":271,"y":305,"width":659,"height":12}},{"id":"46a193cb-e10e-449c-aae2-755a6d65dd9c","block_type":"box","text":"investors and underperform the broader market. Companies that issue dividend-paying stocks are not required to pay or","page_number":22,"box":{"x":60,"y":320,"width":842,"height":12}},{"id":"1ea1987b-2199-4094-a130-8ed7290cd660","block_type":"box","text":"continue paying dividends on such stocks. It is possible that issuers of the stocks held by a Fund will not declare dividends in","page_number":22,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"b19a9dba-67fb-493d-8a95-ebbf683213a6","block_type":"box","text":"the future or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or","page_number":22,"box":{"x":59,"y":350,"width":879,"height":12}},{"id":"c87b67ea-58b7-44f6-b59b-adaa1e5f19c9","block_type":"box","text":"increases in the payment of dividends) in the future.","page_number":22,"box":{"x":60,"y":365,"width":363,"height":13}},{"id":"0766eaea-ef16-48be-abe6-8690bed6accf","block_type":"box","text":"Illiquid Investments Risk.","page_number":22,"box":{"x":60,"y":392,"width":178,"height":12}},{"id":"10a0f462-ea86-4dc3-9774-62dbb80743df","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":22,"box":{"x":247,"y":392,"width":651,"height":12}},{"id":"a0bfefa8-1c19-4d72-ac9a-96b8c2c4c794","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":22,"box":{"x":59,"y":407,"width":856,"height":12}},{"id":"d1a7db59-b53a-465c-ad63-81a09340ace4","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":22,"box":{"x":60,"y":422,"width":859,"height":12}},{"id":"11849df9-ba17-4c3d-8822-fdb505d63463","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":22,"box":{"x":59,"y":437,"width":820,"height":12}},{"id":"c3fcd15a-2d70-4a4f-b4c0-4762d0debbb8","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":22,"box":{"x":60,"y":452,"width":817,"height":12}},{"id":"29568301-26ee-426f-a3c9-07b441763e6e","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":22,"box":{"x":60,"y":467,"width":856,"height":13}},{"id":"fc56e6f2-a816-4fbc-ac60-c0a49ab1bbba","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":22,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"1863fade-a1e7-4535-8dc1-e0942b033175","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":22,"box":{"x":60,"y":497,"width":790,"height":13}},{"id":"8814d622-31f4-41dc-853a-600f03d57433","block_type":"box","text":"Infectious Illness Risk.","page_number":22,"box":{"x":60,"y":524,"width":158,"height":10}},{"id":"735a08dc-2816-47c2-bab4-2106374a2e28","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":22,"box":{"x":227,"y":524,"width":708,"height":12}},{"id":"9008f0b2-f64b-4791-a2fd-e156ee702f18","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":22,"box":{"x":59,"y":539,"width":868,"height":12}},{"id":"7fcdec63-0d62-4a13-9f43-23cf2b1cdb5a","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":22,"box":{"x":59,"y":554,"width":872,"height":13}},{"id":"e8835be1-35bf-46da-8a29-5febd6735d5f","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":22,"box":{"x":60,"y":569,"width":838,"height":13}},{"id":"3aca7ee8-20e6-433f-873f-4eea97a2bec4","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":22,"box":{"x":59,"y":584,"width":851,"height":13}},{"id":"b2108458-a8ce-4764-bc1f-8ec1f53bfe11","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":22,"box":{"x":59,"y":600,"width":865,"height":12}},{"id":"988e4670-4370-4198-9589-fa49a1146c05","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":22,"box":{"x":59,"y":615,"width":864,"height":12}},{"id":"0ded4ec7-d2d3-4b33-ab33-3f26f3d9f9f9","block_type":"box","text":"could be present for an extended period of time.","page_number":22,"box":{"x":59,"y":630,"width":337,"height":12}},{"id":"d4540219-b776-4595-bbe7-5ffc8c3cfcf9","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":22,"box":{"x":60,"y":656,"width":845,"height":13}},{"id":"5ed5737b-a058-4837-9087-9e7ab41a61d7","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":22,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"07fb89ee-4424-4f75-a93e-5023e3f67174","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":22,"box":{"x":59,"y":686,"width":861,"height":13}},{"id":"e160e9e6-6773-4ba1-ac20-0d6bbdbe17dc","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":22,"box":{"x":59,"y":702,"width":854,"height":12}},{"id":"f02d9e2f-59ae-4cbd-a329-fe5ec0ee612f","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":22,"box":{"x":59,"y":717,"width":832,"height":12}},{"id":"60fb1fb8-61e8-4f45-b19c-eaf5896f58d3","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":22,"box":{"x":59,"y":732,"width":820,"height":12}},{"id":"4b862381-9222-43d5-8c1e-5abf6947a9ad","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":22,"box":{"x":59,"y":747,"width":846,"height":12}},{"id":"420e9d83-86df-4105-8506-28af871bdd62","block_type":"box","text":"investments.","page_number":22,"box":{"x":60,"y":763,"width":87,"height":9}},{"id":"a3634e6c-ab1b-44d0-a5f2-68411dae3d0f","block_type":"box","text":"Money Market Instruments Risk.","page_number":22,"box":{"x":59,"y":788,"width":235,"height":13}},{"id":"768103df-125a-4f66-990b-56aac104f28a","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":22,"box":{"x":302,"y":788,"width":629,"height":13}},{"id":"df0dc150-16af-43ab-ba14-8a65212f9769","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":22,"box":{"x":59,"y":804,"width":843,"height":12}},{"id":"ae82f9e1-36ae-4a30-a78c-839b01a644ee","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":22,"box":{"x":60,"y":819,"width":835,"height":12}},{"id":"4e405921-ef63-417c-8213-71e812e2ab0e","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":22,"box":{"x":60,"y":834,"width":873,"height":12}},{"id":"0c0c6eb9-0dfc-421d-a367-f41b31ad858e","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":22,"box":{"x":59,"y":849,"width":880,"height":12}},{"id":"517246c0-09e2-4bc0-988f-649d96736b3f","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":22,"box":{"x":59,"y":864,"width":708,"height":12}},{"id":"71780ec8-e83f-45a5-a3f9-380283be7edd","block_type":"box","text":"11","page_number":22,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"457d8439-6151-4a2f-8fc1-d114c9db7c49","block_type":"box","text":"National Closed Market Trading Risk.","page_number":23,"box":{"x":60,"y":67,"width":265,"height":12}},{"id":"fc53bdcc-88c4-4f9b-92e3-de0fe5724e46","block_type":"box","text":"To the extent that the underlying securities held by a Fund trade on foreign exchanges","page_number":23,"box":{"x":334,"y":67,"width":604,"height":12}},{"id":"ef451b45-7b66-4cdd-a9b8-c8739638421b","block_type":"box","text":"or in foreign markets that are closed when the securities exchange on which a Fund’s shares trade is open, there are likely to","page_number":23,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"89cbb049-9626-4a8e-a3d2-3d7732835f8c","block_type":"box","text":"be deviations between the current price of such an underlying security and the last quoted price for the underlying security","page_number":23,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"e3a76719-dfee-4d46-b6ad-789f4dcce23a","block_type":"box","text":"(","page_number":23,"box":{"x":60,"y":112,"width":4,"height":12}},{"id":"26a7c4cf-bab8-4047-888d-466a2bf07437","block_type":"box","text":"i.e.","page_number":23,"box":{"x":65,"y":113,"width":18,"height":9}},{"id":"082b6e2f-f06e-4325-b97d-2f90962489c9","block_type":"box","text":", a Fund’s quote from the closed foreign market). The impact of a closed foreign market on a Fund is likely to be greater","page_number":23,"box":{"x":85,"y":112,"width":836,"height":12}},{"id":"35651bd3-22d6-49c8-8cca-d93281f4ea2f","block_type":"box","text":"where a large portion of a Fund’s underlying securities and/or other assets trade on that closed foreign market or when the","page_number":23,"box":{"x":59,"y":127,"width":864,"height":12}},{"id":"03061c88-9a16-4e4c-8649-d1f082537452","block_type":"box","text":"foreign market is closed for unscheduled reasons. These deviations may result in premiums or discounts to a Fund’s NAV","page_number":23,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"8a5e4bec-9d74-4263-89a3-ac9234756b39","block_type":"box","text":"that may be greater than those experienced by other ETFs.","page_number":23,"box":{"x":59,"y":157,"width":409,"height":13}},{"id":"7bfee637-dfed-4856-a30c-f39e5d10f9da","block_type":"box","text":"Operational and Technology Risks.","page_number":23,"box":{"x":59,"y":184,"width":251,"height":12}},{"id":"56a512a9-f7fe-434b-a6d7-0d769b1d8bdf","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":23,"box":{"x":318,"y":184,"width":594,"height":12}},{"id":"19d496bc-c27c-4cd9-b760-f47e4c2ad2bc","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":23,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"7f81e3ff-f47a-4e7d-a95e-f22f5bffecb8","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":23,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"f1a596db-7e3c-47d1-8d63-c85415dec6da","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":23,"box":{"x":59,"y":229,"width":839,"height":12}},{"id":"00261e72-9e03-41d3-875b-f9911712e4f9","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":23,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"2b91ab54-acfe-4e39-be48-445317e7c29a","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":23,"box":{"x":59,"y":259,"width":853,"height":13}},{"id":"73699963-8cea-4b22-8aac-9a9851b1eacc","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":23,"box":{"x":59,"y":274,"width":859,"height":13}},{"id":"900c3c69-ed68-47ef-8d24-5ade91844ef5","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":23,"box":{"x":60,"y":290,"width":852,"height":12}},{"id":"0e558199-8021-4768-97c6-53ecd8f922b2","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":23,"box":{"x":60,"y":305,"width":770,"height":12}},{"id":"ad50e5b0-764c-436d-80ff-375eda82cb31","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":23,"box":{"x":59,"y":331,"width":863,"height":13}},{"id":"cc565b25-d2ee-45aa-a924-0800c4fe7c88","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":23,"box":{"x":59,"y":346,"width":815,"height":13}},{"id":"8aa7fa07-96e4-4dee-9ca1-179363cb0996","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":23,"box":{"x":60,"y":361,"width":807,"height":13}},{"id":"27d37524-5343-4727-9fda-8ef974ea970a","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":23,"box":{"x":59,"y":377,"width":863,"height":12}},{"id":"46398227-a2c9-4847-9f03-c2d2204711ad","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":23,"box":{"x":59,"y":392,"width":798,"height":12}},{"id":"1793c91f-ab07-4d9a-8630-8694ce49e362","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":23,"box":{"x":60,"y":407,"width":815,"height":12}},{"id":"c06c3bf9-18f4-4198-bae0-7132803bbcae","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":23,"box":{"x":59,"y":422,"width":831,"height":12}},{"id":"c7b0b605-a710-449d-8227-12729a1170f0","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":23,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"f4634c79-cbdd-4746-80d6-f055e85ad984","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":23,"box":{"x":59,"y":452,"width":876,"height":12}},{"id":"c9b3f436-01b4-4b55-983c-dff7250a05a8","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":23,"box":{"x":60,"y":467,"width":857,"height":13}},{"id":"ba71be66-8751-46c7-9f90-c33e79fc7bf5","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":23,"box":{"x":60,"y":482,"width":863,"height":13}},{"id":"48cb358b-c51b-4620-ad3c-1b22d334eeaf","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":23,"box":{"x":59,"y":497,"width":872,"height":13}},{"id":"6dcc5614-b7c8-4566-91fb-f67d1846889b","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":23,"box":{"x":60,"y":513,"width":849,"height":12}},{"id":"90426a5b-c6aa-4f8d-b2bd-f5d4f21b918d","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":23,"box":{"x":60,"y":528,"width":821,"height":12}},{"id":"1f1d2aed-e9e3-4f20-8365-e3c3e19255b4","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":23,"box":{"x":60,"y":543,"width":863,"height":12}},{"id":"726a8520-c246-45e8-a797-8fccb2ba673b","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":23,"box":{"x":59,"y":558,"width":838,"height":12}},{"id":"4abdc44f-3659-428b-877a-84c8097cc8f0","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":23,"box":{"x":59,"y":573,"width":847,"height":12}},{"id":"5a172e29-fc46-4bbb-b774-4143f688b909","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":23,"box":{"x":59,"y":588,"width":875,"height":13}},{"id":"81d40eb9-8840-4385-880c-8a59723556da","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":23,"box":{"x":59,"y":603,"width":798,"height":13}},{"id":"5c5f8339-3b4e-489a-b107-c9ac7dce2435","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":23,"box":{"x":60,"y":618,"width":807,"height":13}},{"id":"4047b8d8-875e-4a5c-8641-680c8261a304","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":23,"box":{"x":59,"y":634,"width":832,"height":12}},{"id":"6e7c3d14-a9b7-412c-94da-81c4d825b247","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":23,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"bbfb7819-a0af-46c4-a58e-cfb8e3f86a60","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":23,"box":{"x":59,"y":664,"width":381,"height":12}},{"id":"23d900e6-b04f-4ae4-a95a-6c99bb8381af","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":23,"box":{"x":59,"y":690,"width":846,"height":13}},{"id":"cc049f5a-1c1c-42d3-88b8-d6668820d3a9","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":23,"box":{"x":60,"y":705,"width":872,"height":13}},{"id":"a1b1285f-ad00-441d-a490-6a2e44c13cd6","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":23,"box":{"x":59,"y":720,"width":853,"height":13}},{"id":"604fb329-b4fd-4be8-8e25-908b58fae1b5","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":23,"box":{"x":60,"y":736,"width":836,"height":12}},{"id":"0f626104-3d47-465a-b4b7-0021b7e63582","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":23,"box":{"x":60,"y":751,"width":828,"height":12}},{"id":"93a49a7e-b7a0-432b-83c3-2153a8b00131","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":23,"box":{"x":59,"y":766,"width":862,"height":12}},{"id":"57fc4f09-4a4a-4106-917e-b710728a794b","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":23,"box":{"x":60,"y":781,"width":864,"height":12}},{"id":"6b0df73a-0527-4d90-a026-ab2b273d1622","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":23,"box":{"x":59,"y":796,"width":824,"height":12}},{"id":"8085a3e5-ef9f-4f66-b26e-d26efdf41077","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":23,"box":{"x":60,"y":811,"width":868,"height":13}},{"id":"8269f66a-ec53-4d98-baff-d4579d1480d8","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":23,"box":{"x":59,"y":826,"width":661,"height":13}},{"id":"9c1b2378-1176-4500-a7f5-7e3c51a2ed4c","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":23,"box":{"x":60,"y":853,"width":858,"height":12}},{"id":"7f241edc-7dcd-49a6-90ef-28869488e05d","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":23,"box":{"x":59,"y":868,"width":852,"height":12}},{"id":"feda8c78-9f81-4a21-a9c3-b1f3f27784ee","block_type":"box","text":"12","page_number":23,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"d63da474-334e-4674-98d2-b5849f0043d4","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":24,"box":{"x":59,"y":67,"width":807,"height":12}},{"id":"abc52f97-a0d6-44fd-acb2-00be65db2e8c","block_type":"box","text":"implement required changes.","page_number":24,"box":{"x":60,"y":82,"width":203,"height":12}},{"id":"3cb0fc51-225f-4d98-92c6-2d486491601c","block_type":"box","text":"Risk of Derivatives.","page_number":24,"box":{"x":60,"y":108,"width":135,"height":10}},{"id":"f0e5045b-5947-4186-9828-8f0db2680bd2","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":24,"box":{"x":204,"y":108,"width":700,"height":13}},{"id":"96eb3242-ce81-4f1d-a180-5bc8d4c8d089","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":24,"box":{"x":60,"y":123,"width":877,"height":13}},{"id":"f92d71a4-b85b-409c-8154-9dcfe2152c15","block_type":"box","text":"such as the S&P 500","page_number":24,"box":{"x":59,"y":138,"width":143,"height":10}},{"id":"1067beeb-9d47-4b9d-81f6-2729e997b171","block_type":"box","text":"®","page_number":24,"box":{"x":203,"y":137,"width":9,"height":6}},{"id":"fde99879-b9e7-47de-a6fd-dba0b28c666a","block_type":"box","text":"or the prime lending rate). A Fund may invest in futures contracts, securities options, CFDs and other","page_number":24,"box":{"x":217,"y":138,"width":708,"height":13}},{"id":"cd2ca3c6-ff3b-4f3a-8da1-1949945789eb","block_type":"box","text":"derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in","page_number":24,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"76a93230-9c05-432d-8fca-df59fafebbde","block_type":"box","text":"market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional","page_number":24,"box":{"x":60,"y":169,"width":813,"height":12}},{"id":"3865d334-4001-4533-b404-ffdeb5a2fb6a","block_type":"box","text":"securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not","page_number":24,"box":{"x":59,"y":184,"width":852,"height":12}},{"id":"4a9121bb-8704-4249-b939-6f83a0826fe3","block_type":"box","text":"fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":24,"box":{"x":59,"y":199,"width":615,"height":12}},{"id":"05b1540a-a338-453c-86a4-4919a5e87cfe","block_type":"box","text":"When a derivative is used as a hedge against a position that a Fund holds or is committed to purchase, any loss generated by","page_number":24,"box":{"x":59,"y":225,"width":875,"height":13}},{"id":"5acf0ae8-9148-4cd6-86ca-1823a59f0e7d","block_type":"box","text":"the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can","page_number":24,"box":{"x":59,"y":240,"width":866,"height":13}},{"id":"266ab8fe-2bd6-4aff-aa56-d0de771f0b8a","block_type":"box","text":"reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are not","page_number":24,"box":{"x":60,"y":256,"width":851,"height":12}},{"id":"5b3f27c6-f433-4525-8c80-573de2d475f0","block_type":"box","text":"offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject to","page_number":24,"box":{"x":59,"y":271,"width":863,"height":12}},{"id":"bac73e79-f52f-48b0-9e66-1315729ed5b9","block_type":"box","text":"imperfect matching between the derivative and the underlying security, and there can be no assurance that a Fund’s hedging","page_number":24,"box":{"x":60,"y":286,"width":874,"height":12}},{"id":"d8ae84fb-e2aa-4ef9-b3da-4f899ca905fe","block_type":"box","text":"transactions, which entail additional transaction costs, will be effective.","page_number":24,"box":{"x":59,"y":301,"width":496,"height":11}},{"id":"b80947b9-6cc2-4e2b-8207-f382c5d3753f","block_type":"box","text":"Risk of Equity Securities.","page_number":24,"box":{"x":60,"y":327,"width":175,"height":13}},{"id":"73256dee-c9f3-46ea-8f8c-46722a937b80","block_type":"box","text":"An investment in a Fund should be made with an understanding of the risks inherent in an","page_number":24,"box":{"x":244,"y":327,"width":633,"height":13}},{"id":"9a957c93-d24a-42ef-a8c6-dacbd1cb2f4f","block_type":"box","text":"investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the","page_number":24,"box":{"x":60,"y":343,"width":843,"height":12}},{"id":"3cb07648-5e45-4e5a-897a-015e04dca190","block_type":"box","text":"general condition of stock markets may deteriorate (either of which may cause a decrease in the value of the portfolio","page_number":24,"box":{"x":59,"y":358,"width":825,"height":12}},{"id":"c610a2b2-f645-4d85-8726-b794502cae51","block_type":"box","text":"securities and thus in the value of shares of the Fund). Common stocks are susceptible to general stock market fluctuations","page_number":24,"box":{"x":59,"y":373,"width":865,"height":12}},{"id":"b5513c38-cee3-4693-8b3e-068828303bdd","block_type":"box","text":"and to increases and decreases in value as market confidence and perceptions of their issuers change. These investor","page_number":24,"box":{"x":59,"y":388,"width":822,"height":12}},{"id":"39c4ba17-0e54-4b7c-9db1-cb1b6b4cfd34","block_type":"box","text":"perceptions are based on various and unpredictable factors, including expectations regarding government, economic,","page_number":24,"box":{"x":59,"y":403,"width":824,"height":12}},{"id":"bbc286a7-5a01-489c-839d-1437a2a91f96","block_type":"box","text":"monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,","page_number":24,"box":{"x":60,"y":418,"width":866,"height":12}},{"id":"f442e6bd-4f1e-47d7-8140-94bbee5543fe","block_type":"box","text":"economic or banking crises. Common stocks may experience extreme price volatility due to actions taken by particular","page_number":24,"box":{"x":59,"y":433,"width":832,"height":13}},{"id":"46d0e060-a811-4800-9ebc-9937b0fc9608","block_type":"box","text":"investors or groups of investors (for example, retail investors influenced by social media activity or other media coverage or","page_number":24,"box":{"x":60,"y":448,"width":861,"height":13}},{"id":"1db2868f-d095-4ca9-859a-fa40f3e9b73e","block_type":"box","text":"significant “short” positions taken by institutional investors).","page_number":24,"box":{"x":59,"y":463,"width":423,"height":13}},{"id":"60004d48-b60b-4223-88d0-e0daa9ed2e5e","block_type":"box","text":"Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common","page_number":24,"box":{"x":60,"y":490,"width":811,"height":12}},{"id":"b2f623b9-f20f-46b3-a5f2-c0d3a9b638d2","block_type":"box","text":"stockholders generally have rights to receive payments from stock issuers that are inferior to the rights of creditors, or","page_number":24,"box":{"x":59,"y":505,"width":826,"height":12}},{"id":"9d006e3c-b506-48d7-a60f-f09f81b7dc31","block_type":"box","text":"holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount","page_number":24,"box":{"x":60,"y":520,"width":871,"height":12}},{"id":"f0a45e2a-3df2-41ab-a6fe-b01b5970e938","block_type":"box","text":"payable at maturity (the value of which, however, is subject to market fluctuations prior to maturity), or preferred stocks,","page_number":24,"box":{"x":59,"y":535,"width":844,"height":13}},{"id":"3fc16dff-f180-4b6d-9654-3402b637cff9","block_type":"box","text":"which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions,","page_number":24,"box":{"x":59,"y":550,"width":834,"height":13}},{"id":"ef1922ff-570a-4d4a-b99b-48e321940cbb","block_type":"box","text":"common stocks have neither a fixed principal amount nor a maturity date. In addition, issuers may, in times of distress or at","page_number":24,"box":{"x":59,"y":566,"width":865,"height":12}},{"id":"1e47b465-ff28-46c4-9c86-be96dd0c49de","block_type":"box","text":"their own discretion, decide to reduce or eliminate dividends, which may also cause their stock price to decline.","page_number":24,"box":{"x":59,"y":581,"width":778,"height":12}},{"id":"84e636a2-f69a-417e-9c1f-550d7adbdd4d","block_type":"box","text":"The iShares Preferred and Income Securities ETF invests a significant portion of its assets in preferred stock, although all of","page_number":24,"box":{"x":59,"y":607,"width":860,"height":12}},{"id":"9f44ba43-89c4-47ff-8351-26817755be12","block_type":"box","text":"the Funds may invest in preferred stock. A Fund that invests in preferred stock may be exposed to certain risks not typically","page_number":24,"box":{"x":59,"y":622,"width":862,"height":13}},{"id":"f5fc20e9-7a66-4960-9858-02531ffc1be6","block_type":"box","text":"encountered by investing in common stock. Many preferred stocks pay dividends at a fixed rate, therefore, a preferred stock’s","page_number":24,"box":{"x":59,"y":637,"width":876,"height":13}},{"id":"b41ad114-02bc-433a-938c-c1e7daaf8df2","block_type":"box","text":"market price may be sensitive to changes in interest rates in a manner similar to bonds — that is, as interest rates rise, the","page_number":24,"box":{"x":60,"y":652,"width":852,"height":13}},{"id":"48e15df2-c811-4a27-ab68-78f764fbab6f","block_type":"box","text":"value of the preferred stock is likely to decline. Many preferred stocks also allow holders to convert the preferred stock into","page_number":24,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"0467d13b-7f0f-413a-9622-84b41bd54531","block_type":"box","text":"common stock of the issuer; the market price of such preferred stocks may be sensitive to changes in the value of the","page_number":24,"box":{"x":59,"y":683,"width":823,"height":12}},{"id":"525df76b-fc86-4844-847b-87c94a533146","block_type":"box","text":"issuer’s common stock. In addition, the ability of an issuer of preferred stock to pay dividends may deteriorate or the issuer","page_number":24,"box":{"x":60,"y":698,"width":859,"height":12}},{"id":"baf1bcd8-b1d0-4799-9170-c92a2f73e245","block_type":"box","text":"may default (","page_number":24,"box":{"x":60,"y":713,"width":91,"height":12}},{"id":"d24e74e2-c5c4-4e19-afdb-b0b90af37c1a","block_type":"box","text":"i.e.","page_number":24,"box":{"x":152,"y":714,"width":18,"height":9}},{"id":"150139d3-5d6a-402f-9220-9b586aad5f9d","block_type":"box","text":", fail to make scheduled dividend payments on the preferred stock or scheduled interest payments on other","page_number":24,"box":{"x":172,"y":713,"width":750,"height":12}},{"id":"dd2bcc2c-6429-45fc-9f9f-71efce77c882","block_type":"box","text":"obligations of the issuer), which would negatively affect the value of any such holding. Dividend payments on a preferred","page_number":24,"box":{"x":59,"y":728,"width":846,"height":12}},{"id":"128c5176-a19e-451f-b55a-e5aa6bc6194b","block_type":"box","text":"stock typically must be declared by the issuer’s board of directors. An issuer’s board of directors is generally not under any","page_number":24,"box":{"x":59,"y":743,"width":856,"height":12}},{"id":"6c1cbd23-004f-4fdc-8e5f-acdbfe1cbb65","block_type":"box","text":"obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on preferred","page_number":24,"box":{"x":59,"y":758,"width":840,"height":13}},{"id":"70db3bb5-258c-48ad-9451-2cd7b1fa76ed","block_type":"box","text":"stock at any time. Preferred stock is also subject to market volatility and the price of preferred stock will fluctuate based on","page_number":24,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"5d17c004-31b5-40d0-b7ae-0f855761691e","block_type":"box","text":"market demand. Preferred stock often has a call feature which allows the issuer to redeem the security at its discretion.","page_number":24,"box":{"x":60,"y":788,"width":832,"height":13}},{"id":"f5896e29-f281-48d1-ba05-53d2fc394ffc","block_type":"box","text":"Therefore, preferred stocks having a higher than average yield may be called by the issuer, which may cause a decrease in the","page_number":24,"box":{"x":59,"y":804,"width":876,"height":12}},{"id":"95e0d190-76c6-481b-99d3-9aeb12d760ad","block_type":"box","text":"yield of a Fund that invested in the preferred stock.","page_number":24,"box":{"x":59,"y":819,"width":354,"height":12}},{"id":"1a642eb1-5f8d-45e8-88b5-179780d4ecd9","block_type":"box","text":"From time to time, a Fund may invest in shares of companies through initial public offerings (“IPOs”). Securities issued in","page_number":24,"box":{"x":60,"y":845,"width":845,"height":13}},{"id":"fb03fe7a-e2f8-4c70-9f89-c1274b65f74e","block_type":"box","text":"IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in","page_number":24,"box":{"x":60,"y":860,"width":870,"height":13}},{"id":"db754632-6f5a-4b12-a5b2-ba096c7e43d7","block_type":"box","text":"13","page_number":24,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"49ed0feb-5c61-4aa4-9188-ebeb07d62fa0","block_type":"box","text":"IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the","page_number":25,"box":{"x":60,"y":67,"width":869,"height":12}},{"id":"7f123b21-b58d-42b7-925b-51a14f8fb59e","block_type":"box","text":"prices of securities sold in IPOs may be highly volatile or may decline shortly after the initial public offering.","page_number":25,"box":{"x":59,"y":82,"width":747,"height":12}},{"id":"5cfb628d-dca5-4089-8807-c978a0215a14","block_type":"box","text":"Although most of the securities in each Underlying Index are listed on a securities exchange, the principal trading market for","page_number":25,"box":{"x":59,"y":108,"width":871,"height":13}},{"id":"b007aa92-73ff-4a3e-b73e-996eb4cfe16c","block_type":"box","text":"some of the securities may be in the OTC market. The existence of a liquid trading market for certain securities may depend","page_number":25,"box":{"x":59,"y":123,"width":865,"height":13}},{"id":"d3e56837-0650-4c31-8063-a24cd0bbe2bf","block_type":"box","text":"on whether dealers will make a market in such securities. There can be no assurance that a market will be made or","page_number":25,"box":{"x":59,"y":138,"width":803,"height":10}},{"id":"c2e12f13-a7ab-4bbe-a883-7aab1b6c156f","block_type":"box","text":"maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a","page_number":25,"box":{"x":60,"y":154,"width":839,"height":12}},{"id":"e2509a2b-debb-4d19-a9e4-acac5e8e055a","block_type":"box","text":"Fund’s shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if","page_number":25,"box":{"x":60,"y":169,"width":824,"height":12}},{"id":"1402d09a-6236-431c-862c-5f304423c688","block_type":"box","text":"bid/ask spreads are wide.","page_number":25,"box":{"x":60,"y":184,"width":178,"height":12}},{"id":"7c50205c-8776-4f65-a9d2-489ff54df952","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":25,"box":{"x":60,"y":210,"width":381,"height":13}},{"id":"f2b1fbca-e29f-4337-af68-71a4efe3f0dd","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":25,"box":{"x":450,"y":210,"width":433,"height":13}},{"id":"0ee822c2-2e10-4402-b4fb-d7e4acf627d0","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":25,"box":{"x":59,"y":225,"width":859,"height":13}},{"id":"64fad53a-a8f8-4b91-9f0e-9cfa4421d206","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While each Fund plans to utilize futures","page_number":25,"box":{"x":59,"y":240,"width":829,"height":13}},{"id":"5fc7a105-1bc6-4ed1-8b7d-132a3e7c261a","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":25,"box":{"x":59,"y":256,"width":821,"height":12}},{"id":"85d81592-70cf-4960-85a8-de7e6e0781af","block_type":"box","text":"contract at a specified time. Futures contracts, by definition, project price levels in the future and not current levels of","page_number":25,"box":{"x":59,"y":271,"width":821,"height":12}},{"id":"00562332-4081-4297-925c-165708141405","block_type":"box","text":"valuation; therefore, market circumstances may result in a discrepancy between the price of the future and the movement in","page_number":25,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"36426b92-81e1-48b7-bcd8-01505023a8d7","block_type":"box","text":"a Fund’s Underlying Index. In the event of adverse price movements, a Fund would continue to be required to make daily","page_number":25,"box":{"x":59,"y":301,"width":845,"height":12}},{"id":"b0960650-9ff0-4a36-9d0c-fa8937e980b1","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio","page_number":25,"box":{"x":59,"y":316,"width":872,"height":12}},{"id":"598faecb-2bff-459f-a49b-b27f820e6847","block_type":"box","text":"securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be","page_number":25,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"133536e0-795e-4514-9a57-e3ad818d53f8","block_type":"box","text":"required to deliver the instruments underlying the futures contracts it has sold.","page_number":25,"box":{"x":60,"y":346,"width":550,"height":13}},{"id":"57ec459d-c770-4ad9-adfc-8f9d1320d74d","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":25,"box":{"x":59,"y":373,"width":623,"height":12}},{"id":"972b816d-8fdc-444a-91a9-b5b113d7464d","block_type":"box","text":"e.g.","page_number":25,"box":{"x":683,"y":376,"width":23,"height":9}},{"id":"f352e65a-2f34-4539-a8f3-9621bca5fd8d","block_type":"box","text":", selling uncovered stock index","page_number":25,"box":{"x":708,"y":373,"width":214,"height":12}},{"id":"12b99b2f-e0b8-46ae-936a-c9486f145247","block_type":"box","text":"futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts in this way. The risk of","page_number":25,"box":{"x":59,"y":388,"width":875,"height":12}},{"id":"ccbf8108-9a94-48c4-b2fc-04bd01269057","block_type":"box","text":"a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":25,"box":{"x":59,"y":403,"width":833,"height":12}},{"id":"8359a1d6-8b95-4f64-befc-ecec7f0089d5","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":25,"box":{"x":60,"y":418,"width":842,"height":12}},{"id":"1018ca4e-c29c-4239-8206-6dcdc07ae5e0","block_type":"box","text":"relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a","page_number":25,"box":{"x":60,"y":433,"width":832,"height":13}},{"id":"cafa5d66-0824-4d36-bc96-9f186c1f17ee","block_type":"box","text":"manner designed to limit their risk exposure to levels comparable to a direct investment in the types of stocks in which they","page_number":25,"box":{"x":60,"y":448,"width":866,"height":13}},{"id":"6c6ae302-d723-4120-8f2a-a6bb0040d620","block_type":"box","text":"invest.","page_number":25,"box":{"x":60,"y":464,"width":42,"height":9}},{"id":"237164b3-c4da-4f0a-823b-d10aadfe8505","block_type":"box","text":"Utilization of futures and options on futures by a Fund involves the risk of imperfect or even negative correlation to its","page_number":25,"box":{"x":60,"y":490,"width":821,"height":12}},{"id":"b7f50a75-baba-4485-853a-029c5454721c","block_type":"box","text":"Underlying Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss of","page_number":25,"box":{"x":60,"y":505,"width":879,"height":12}},{"id":"86fd4f7d-0693-4f9f-a2c5-09d4f0aee3d4","block_type":"box","text":"margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or","page_number":25,"box":{"x":60,"y":520,"width":847,"height":12}},{"id":"ee374878-11f1-48f9-aa1f-cc5b09e99197","block_type":"box","text":"option. The purchase of put or call options will be based upon predictions by BFA as to anticipated trends, which predictions","page_number":25,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"d6a54965-3f8d-4d7b-8670-8026942cd058","block_type":"box","text":"could prove to be incorrect.","page_number":25,"box":{"x":59,"y":550,"width":191,"height":13}},{"id":"93ba085a-6a02-4fd6-92ea-c8eec08e0a18","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":25,"box":{"x":60,"y":577,"width":809,"height":12}},{"id":"7c06fe10-8eca-4fc4-9e01-9efd25f56d15","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":25,"box":{"x":60,"y":592,"width":844,"height":12}},{"id":"6c5628c0-0331-4025-9354-c82cf8507486","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":25,"box":{"x":59,"y":607,"width":863,"height":12}},{"id":"01e48d5d-6b68-4130-8721-482bd85e1018","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":25,"box":{"x":60,"y":622,"width":815,"height":13}},{"id":"fa3b54bf-9605-42ca-b380-77a0e17c3321","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":25,"box":{"x":59,"y":637,"width":859,"height":13}},{"id":"829616dc-6e6b-4990-aa9e-8eb0aa69e9a1","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":25,"box":{"x":59,"y":652,"width":840,"height":13}},{"id":"fecea22f-52ea-4b35-9fc3-099a3a98dd7b","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":25,"box":{"x":60,"y":668,"width":869,"height":12}},{"id":"e991b3f9-c4e3-4770-82d6-b4b7e9095202","block_type":"box","text":"futures positions and subjecting each Fund to substantial losses. In the event of adverse price movements, each Fund would","page_number":25,"box":{"x":59,"y":683,"width":870,"height":12}},{"id":"2ce5f163-166a-4dc2-b0a0-c23918e9fc67","block_type":"box","text":"be required to make daily cash payments of variation margin.","page_number":25,"box":{"x":60,"y":698,"width":426,"height":12}},{"id":"caa99560-5161-446f-ad83-e2a507e2bb00","block_type":"box","text":"Risk of Investing in Non-U.S. Equity Securities.","page_number":25,"box":{"x":60,"y":724,"width":331,"height":13}},{"id":"cb108eee-c3b9-44b3-a072-7a8e1b37c88e","block_type":"box","text":"An investment in any of the Funds that invest, directly or indirectly, in non","page_number":25,"box":{"x":400,"y":724,"width":521,"height":13}},{"id":"3700e8b1-6329-4a35-b12f-8f865b18f677","block_type":"box","text":"U.S. equity securities involves risks similar to those of investing in portfolios of equity securities traded on non-U.S.","page_number":25,"box":{"x":60,"y":739,"width":799,"height":13}},{"id":"829b834d-88ed-4c91-9a23-d5e66ef47b2d","block_type":"box","text":"exchanges. These risks include market fluctuations caused by such factors as economic and political developments in those","page_number":25,"box":{"x":59,"y":754,"width":868,"height":13}},{"id":"290c3d08-d1e6-403e-a9c2-acf439a177b9","block_type":"box","text":"foreign countries, changes in interest rates and perceived trends in stock prices. Investing in securities issued by issuers","page_number":25,"box":{"x":59,"y":770,"width":834,"height":12}},{"id":"a7126051-1151-431f-9a1d-0f65fd552412","block_type":"box","text":"domiciled in countries other than the domicile of the investor and denominated in currencies other than an investor’s local","page_number":25,"box":{"x":59,"y":785,"width":857,"height":9}},{"id":"a33ff5a4-38c8-4f3e-a297-915a59d26734","block_type":"box","text":"currency entails certain considerations and risks not typically encountered by the investor in making investments in its home","page_number":25,"box":{"x":59,"y":800,"width":873,"height":12}},{"id":"9265b67f-01fe-4e5d-a99b-25470a50fbd0","block_type":"box","text":"country and in that country’s currency. These considerations include favorable or unfavorable changes in interest rates,","page_number":25,"box":{"x":59,"y":815,"width":833,"height":12}},{"id":"a956f4ff-c45f-48f1-b984-5ece904a349c","block_type":"box","text":"currency exchange rates, exchange control regulations and the costs that may be incurred in connection with conversions","page_number":25,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"26338ab9-0128-4181-a8d0-f46949db26ca","block_type":"box","text":"between various currencies. Investing in any of these Funds also involves certain risks and considerations not typically","page_number":25,"box":{"x":60,"y":845,"width":825,"height":13}},{"id":"8f5515d6-91dd-47a7-9e12-1dfedfcb4faf","block_type":"box","text":"associated with investing in a fund whose portfolio contains exclusively securities of U.S. issuers. These risks include","page_number":25,"box":{"x":59,"y":860,"width":814,"height":13}},{"id":"e179a93d-314e-4500-86fb-79ffa0bfb76c","block_type":"box","text":"generally less liquid and less efficient securities markets; generally greater price volatility; less publicly available information","page_number":25,"box":{"x":59,"y":875,"width":860,"height":13}},{"id":"baf368d3-d44d-4ee2-9499-58489f749faf","block_type":"box","text":"14","page_number":25,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"107b82bf-d491-4840-97e9-9d4f81a3c20c","block_type":"box","text":"about issuers; the imposition of withholding or other taxes; the imposition of restrictions on the expatriation of funds or","page_number":26,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"586ceae0-00f5-4888-8f71-77f5baf2a82e","block_type":"box","text":"other assets of the Funds; higher transaction and custody costs; delays and risks attendant in settlement procedures;","page_number":26,"box":{"x":59,"y":82,"width":819,"height":12}},{"id":"1e2973e2-80fd-4f1e-8bd3-19e8ff9d8969","block_type":"box","text":"difficulties in enforcing contractual obligations; lower liquidity and significantly smaller market capitalization; different","page_number":26,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"37fc4eaf-bffc-4c75-a89a-32c9be6ce083","block_type":"box","text":"accounting and disclosure standards; lower levels of regulation of the securities markets; more substantial government","page_number":26,"box":{"x":59,"y":112,"width":833,"height":12}},{"id":"3d018875-0860-4351-8e5c-7cff5388357f","block_type":"box","text":"interference with the economy and businesses; higher rates of inflation; greater social, economic, and political uncertainty;","page_number":26,"box":{"x":60,"y":127,"width":857,"height":12}},{"id":"92a39ae5-ba43-4430-80ab-a56ea38e8c61","block_type":"box","text":"the risk of nationalization or expropriation of assets; and the risk of war.","page_number":26,"box":{"x":59,"y":142,"width":501,"height":13}},{"id":"dba21c22-815c-409c-a966-c7f23b3b646d","block_type":"box","text":"Risk of Investing in Mid-Capitalization Companies.","page_number":26,"box":{"x":60,"y":169,"width":361,"height":12}},{"id":"b71f1234-704f-4b8a-95af-5929df79b727","block_type":"box","text":"Stock prices of mid-capitalization companies may be more volatile than","page_number":26,"box":{"x":431,"y":169,"width":500,"height":12}},{"id":"cbfa717b-2667-41c5-b63f-b22c5af66790","block_type":"box","text":"those of large-capitalization companies, and, therefore, a Fund’s share price may be more volatile than that of funds that","page_number":26,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"fce0ab31-9ba9-4e89-a2f4-164485011008","block_type":"box","text":"invest a larger percentage of their assets in stocks issued by large-capitalization companies. Stock prices of mid-capitalization","page_number":26,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"9f913943-4952-4da6-b9a0-90c916d930a3","block_type":"box","text":"companies are also more vulnerable than those of large-capitalization companies to adverse business or economic","page_number":26,"box":{"x":59,"y":214,"width":803,"height":12}},{"id":"776b9f99-827f-45b4-a3b9-7638daa9c372","block_type":"box","text":"developments, and the stocks of mid-capitalization companies may be less liquid than those of large-capitalization","page_number":26,"box":{"x":59,"y":229,"width":802,"height":12}},{"id":"42e10a82-53bd-42ec-a389-4eff323ea82e","block_type":"box","text":"companies, making it more difficult for the Funds to buy and sell shares of mid-capitalization companies. In addition, mid","page_number":26,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"d39fee3a-e37f-439c-a709-a1abbd29530d","block_type":"box","text":"capitalization companies generally have less diverse product lines than large-capitalization companies and are more","page_number":26,"box":{"x":59,"y":259,"width":810,"height":13}},{"id":"9911932e-0e52-4060-a5fe-083c30009555","block_type":"box","text":"susceptible to adverse developments related to their products.","page_number":26,"box":{"x":59,"y":274,"width":436,"height":13}},{"id":"0fe7ef56-d8e0-4686-a174-877baaf34340","block_type":"box","text":"Risk of Investing in Small-Capitalization Companies.","page_number":26,"box":{"x":60,"y":301,"width":373,"height":12}},{"id":"8814db36-253a-4fbd-88f1-642391868b16","block_type":"box","text":"Stock prices of small-capitalization companies may be more volatile","page_number":26,"box":{"x":443,"y":301,"width":474,"height":12}},{"id":"ebc94a54-49af-483c-8a6f-a9ffe0cfd490","block_type":"box","text":"than those of larger companies, and, therefore, a Fund’s share price may be more volatile than that of funds that invest a","page_number":26,"box":{"x":59,"y":316,"width":843,"height":12}},{"id":"7cc6e99d-95a2-4dc9-b9e2-2e6981a94b81","block_type":"box","text":"larger percentage of their assets in stocks issued by large-capitalization or mid-capitalization companies. Stock prices of","page_number":26,"box":{"x":60,"y":331,"width":840,"height":13}},{"id":"d692c329-bda5-41c4-9504-4939f7acea5c","block_type":"box","text":"small-capitalization companies are generally more vulnerable than those of large-capitalization or mid-capitalization","page_number":26,"box":{"x":59,"y":346,"width":813,"height":13}},{"id":"2f7276fe-ebde-4fa3-b0a9-8344ef7c4f37","block_type":"box","text":"companies to adverse business and economic developments. The stocks of small-capitalization companies may be thinly","page_number":26,"box":{"x":59,"y":361,"width":848,"height":13}},{"id":"7638a94c-a932-4595-8639-b3055c56b17f","block_type":"box","text":"traded, making it difficult for the Funds to buy and sell them. In addition, small-capitalization companies are typically less","page_number":26,"box":{"x":59,"y":377,"width":847,"height":12}},{"id":"0fe0fce6-f424-4b8d-9438-aca94523f207","block_type":"box","text":"financially stable than larger, more established companies and may depend on a small number of essential personnel,","page_number":26,"box":{"x":59,"y":392,"width":823,"height":12}},{"id":"63acbff3-c8cd-4565-b082-936b4b88a373","block_type":"box","text":"making them more vulnerable to loss of personnel. Small-capitalization companies also normally have less diverse product","page_number":26,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"91873bb1-7cac-4496-9375-0593d9667cfa","block_type":"box","text":"lines than large-capitalization companies and are more susceptible to adverse developments concerning their products.","page_number":26,"box":{"x":60,"y":422,"width":836,"height":12}},{"id":"2ca39463-eb0d-46b9-94be-65fcc6cbb9a1","block_type":"box","text":"Risk of Non-U.S. Preferred Stock.","page_number":26,"box":{"x":60,"y":448,"width":235,"height":10}},{"id":"2da50002-417e-422b-8e69-47c5df419879","block_type":"box","text":"A Fund that invests in preferred stock may be exposed to certain risks not typically","page_number":26,"box":{"x":304,"y":448,"width":578,"height":13}},{"id":"8061eeff-80ad-4624-b30c-420729e755f6","block_type":"box","text":"encountered by investing in common stock. Many preferred stocks pay dividends at a fixed rate, therefore, a preferred stock’s","page_number":26,"box":{"x":59,"y":463,"width":876,"height":13}},{"id":"f4f12d7c-d858-4613-92d3-69654d071f75","block_type":"box","text":"market price may be sensitive to changes in interest rates in a manner similar to bonds — that is, as interest rates rise, the","page_number":26,"box":{"x":60,"y":479,"width":852,"height":12}},{"id":"69ea7b01-f251-4a77-9398-e2c508880862","block_type":"box","text":"value of the preferred stock is likely to decline. Many preferred stocks also allow holders to convert the preferred stock into","page_number":26,"box":{"x":59,"y":494,"width":857,"height":12}},{"id":"26a57b08-e8e9-4f3f-9a14-4b5ae87d449b","block_type":"box","text":"common stock of the issuer; the market price of such preferred stocks can be sensitive to changes in the value of the issuer’s","page_number":26,"box":{"x":59,"y":509,"width":875,"height":12}},{"id":"5f0f69f9-8dcb-45ea-a413-d81eafdf62a3","block_type":"box","text":"common stock. In addition, the ability of an issuer of preferred stock to pay dividends may deteriorate or the issuer may","page_number":26,"box":{"x":59,"y":524,"width":838,"height":12}},{"id":"aff3c13e-9a57-48db-94ac-4ebebf03f2aa","block_type":"box","text":"default (","page_number":26,"box":{"x":59,"y":539,"width":58,"height":12}},{"id":"a304c9d2-8e01-4b28-a8c8-fb8515daaeec","block_type":"box","text":"i.e","page_number":26,"box":{"x":118,"y":540,"width":15,"height":9}},{"id":"4ea20d8a-037c-4bca-bd68-f66271f30d6a","block_type":"box","text":"., fail to make scheduled dividend payments on the preferred stock or scheduled interest payments on other","page_number":26,"box":{"x":134,"y":539,"width":754,"height":12}},{"id":"df39595f-d7ad-40ca-9581-523dab46f531","block_type":"box","text":"obligations of the issuer), which would negatively affect the value of any such holding. Dividend payments on a preferred","page_number":26,"box":{"x":59,"y":554,"width":846,"height":13}},{"id":"8fec1e58-de0e-4291-b680-6fd013fad788","block_type":"box","text":"stock typically must be declared by the issuer’s board of directors. An issuer’s board of directors is generally not under any","page_number":26,"box":{"x":59,"y":569,"width":856,"height":13}},{"id":"079a2e93-8ceb-48c7-beb6-22d9380194d5","block_type":"box","text":"obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on preferred","page_number":26,"box":{"x":59,"y":584,"width":840,"height":13}},{"id":"b0adf0ab-0883-40b7-acf8-8b393ff5607f","block_type":"box","text":"stock at any time. Preferred stock is also subject to market volatility and the price of preferred stock will fluctuate based on","page_number":26,"box":{"x":59,"y":600,"width":857,"height":12}},{"id":"dc8fc1ea-c665-4eee-af01-c1ef07b4974f","block_type":"box","text":"market demand. Preferred stock often has a call feature which allows the issuer to redeem the security at its discretion.","page_number":26,"box":{"x":60,"y":615,"width":832,"height":12}},{"id":"1d6c082f-4a35-4cf0-bce6-f1958a0596ef","block_type":"box","text":"Therefore, preferred stocks having a higher than average yield may be called by the issuer, which may cause a decrease in the","page_number":26,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"d4192b17-8942-4368-9675-ced3bf2b15b9","block_type":"box","text":"yield of a fund that invested in the preferred stock. Also, non U.S. preferred stock may have different rights or privileges than","page_number":26,"box":{"x":59,"y":645,"width":866,"height":12}},{"id":"9778f4ae-61be-4bfb-9398-a79c4c2c35d6","block_type":"box","text":"those commonly associated with U.S. preferred stock. In addition to the risks listed above, investors in non U.S. preferred","page_number":26,"box":{"x":59,"y":660,"width":843,"height":12}},{"id":"6f617bc2-3759-49f9-843e-edb2566c69fc","block_type":"box","text":"stock may experience difficulty or uncertainty in determining and enforcing their rights related to preferred stock.","page_number":26,"box":{"x":59,"y":675,"width":793,"height":12}},{"id":"e81d9cc5-73d1-4509-93af-b814623819eb","block_type":"box","text":"Risk of Swap Agreements.","page_number":26,"box":{"x":60,"y":702,"width":186,"height":12}},{"id":"9b55e48d-250a-4da5-8c92-e603649c70b2","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":26,"box":{"x":255,"y":702,"width":665,"height":12}},{"id":"1aa13ff4-f5cf-4409-8393-7cffe2327467","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":26,"box":{"x":60,"y":717,"width":862,"height":12}},{"id":"b1771f58-7c48-48af-b530-fe16e5be13a7","block_type":"box","text":"its obligations to pay a Fund and the risk that a Fund will not be able to meet its obligations to pay the other party to the","page_number":26,"box":{"x":60,"y":732,"width":839,"height":12}},{"id":"461ec39f-3a44-48b9-bc55-cf937b11a5bf","block_type":"box","text":"agreement. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":26,"box":{"x":59,"y":747,"width":818,"height":12}},{"id":"f2c0dceb-44ce-497e-90d5-eaadc7eca64d","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":26,"box":{"x":59,"y":762,"width":878,"height":12}},{"id":"4bf2927e-00bf-4803-80f2-30c00f89d27a","block_type":"box","text":"a creditor (","page_number":26,"box":{"x":59,"y":777,"width":76,"height":13}},{"id":"9ef891fa-bee0-430f-abfa-0fdf9b75216b","block_type":"box","text":"e.g.","page_number":26,"box":{"x":136,"y":780,"width":23,"height":10}},{"id":"1b8b2679-6269-47c6-be61-7c1ce469c1e3","block_type":"box","text":", a Fund may not receive the net amount of payments that it is contractually entitled to receive). Swap","page_number":26,"box":{"x":161,"y":777,"width":712,"height":13}},{"id":"0f724d18-6e87-4602-a7e4-e44ebc1d4465","block_type":"box","text":"agreements may also involve the risk that there is an imperfect correlation between the return on the Fund’s obligation to its","page_number":26,"box":{"x":59,"y":792,"width":871,"height":13}},{"id":"28c9ef46-6595-461e-b6b1-92a44e6fc7e3","block_type":"box","text":"counterparty and the return on the referenced asset. In addition, swap agreements are subject to market and liquidity risk,","page_number":26,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"a90e972e-05d8-4c93-95e8-5445a5aff491","block_type":"box","text":"leverage risk and hedging risk.","page_number":26,"box":{"x":60,"y":823,"width":210,"height":12}},{"id":"5a91f59e-92dd-45fe-b179-73e94ce1c798","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":26,"box":{"x":59,"y":849,"width":863,"height":12}},{"id":"db6f8952-9ded-4452-a552-0ce7ead87850","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for a Fund’s investment in swaps.","page_number":26,"box":{"x":60,"y":864,"width":876,"height":12}},{"id":"3b93cb14-21f8-43c0-841f-7893767b37c7","block_type":"box","text":"15","page_number":26,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"4dbc4229-6925-49f4-ba5a-fc676bb2c4ba","block_type":"box","text":"Tracking Error Risk.","page_number":27,"box":{"x":58,"y":67,"width":142,"height":12}},{"id":"0405a04c-4e6d-4edc-a77b-c05bf9dbaada","block_type":"box","text":"A Fund may be subject to tracking error, which is the divergence of a Fund’s performance from that of","page_number":27,"box":{"x":209,"y":67,"width":716,"height":12}},{"id":"7faab560-da67-4d03-b169-32619f8be0a5","block_type":"box","text":"the applicable underlying index. Tracking error may occur because of differences between the securities and other","page_number":27,"box":{"x":59,"y":82,"width":799,"height":12}},{"id":"c842df32-7024-4968-b83f-5d29cc44b80b","block_type":"box","text":"instruments held in a Fund’s portfolio and those included in its applicable underlying index, pricing differences, transaction","page_number":27,"box":{"x":60,"y":97,"width":858,"height":12}},{"id":"57de22c5-c695-4ece-8a00-7a062e5c25c1","block_type":"box","text":"costs incurred by a Fund, a Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of","page_number":27,"box":{"x":59,"y":112,"width":835,"height":12}},{"id":"cc2710cb-7140-44e0-8a41-dda90111ee78","block_type":"box","text":"dividends or interest received by a Fund or distributions paid to a Fund’s shareholders, the requirements to maintain pass","page_number":27,"box":{"x":59,"y":127,"width":853,"height":12}},{"id":"092143e2-a129-442a-8e71-ac29ef949765","block_type":"box","text":"through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders,","page_number":27,"box":{"x":59,"y":142,"width":820,"height":13}},{"id":"fc444fcc-cd3c-435d-880d-73df16ea1729","block_type":"box","text":"acceptance of custom baskets, changes to the applicable underlying index or the costs to a Fund of complying with various","page_number":27,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"226eb35e-4050-478b-9eec-87ff297ad430","block_type":"box","text":"new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other","page_number":27,"box":{"x":60,"y":172,"width":845,"height":13}},{"id":"ec14ffea-f58f-4084-8995-21e8dea415da","block_type":"box","text":"unusual market conditions. Tracking error also may result because a Fund incurs fees and expenses, while its applicable","page_number":27,"box":{"x":60,"y":188,"width":837,"height":12}},{"id":"77c9cb3a-e4b8-4cbd-b694-d8b82a98a795","block_type":"box","text":"underlying index does not. Tracking error may occur due to differences between the methodologies used in calculating the","page_number":27,"box":{"x":60,"y":203,"width":859,"height":12}},{"id":"c6dc0560-79ab-494c-a3aa-55b22f7b5cbf","block_type":"box","text":"value of the applicable Underlying Index and determining a Fund’s NAV.","page_number":27,"box":{"x":59,"y":218,"width":501,"height":12}},{"id":"f2b5aca2-6b3a-42cf-a2cf-1ee40fdf600c","block_type":"box","text":"When an issuer is introduced by an index provider into an index tracked by a Fund, BFA may conduct an analysis on such","page_number":27,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"7e7b94f8-6e9c-4a40-a1a2-dd008788d944","block_type":"box","text":"issuer’s securities to identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not","page_number":27,"box":{"x":60,"y":259,"width":853,"height":13}},{"id":"17dd6cc2-a331-45d9-9102-7d062f31d3fd","block_type":"box","text":"appear to be supported by publicly available information on the business and assets of the issuer, unusual or significant short","page_number":27,"box":{"x":59,"y":274,"width":877,"height":13}},{"id":"6434868e-c1af-417d-bf90-25922f258350","block_type":"box","text":"interest or lending activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be","page_number":27,"box":{"x":60,"y":290,"width":818,"height":12}},{"id":"acdab3d5-cb8e-4f79-82c4-f40d65f51d0a","block_type":"box","text":"indicators of possible irregularities, miscalculations or even fraud). If it identifies such behavior, BFA may, where appropriate,","page_number":27,"box":{"x":60,"y":305,"width":867,"height":12}},{"id":"517e88f4-24cc-4920-993c-ccf96f2c8ade","block_type":"box","text":"alert the index provider as to the alleged issue. The index provider has sole discretion for the determination as to whether to","page_number":27,"box":{"x":59,"y":320,"width":867,"height":12}},{"id":"8b6e845f-19d5-43e4-a42a-2485cc3a927e","block_type":"box","text":"continue to include the issuer’s securities in the rebalancing of its index. If the securities continue to be included in the index,","page_number":27,"box":{"x":59,"y":335,"width":874,"height":12}},{"id":"e0be2b23-2bc1-4a2d-93f8-8bd569f37d9c","block_type":"box","text":"BFA may underweight or exclude such securities from a Fund’s portfolio and, if it does so, such a fund will be subject to","page_number":27,"box":{"x":60,"y":350,"width":835,"height":12}},{"id":"50bc39a7-a481-4e9c-833d-9c0e0eb5960d","block_type":"box","text":"increased tracking error due to the divergence in the securities included in its portfolio from its underlying index. The","page_number":27,"box":{"x":60,"y":365,"width":817,"height":13}},{"id":"382fae09-6bc5-4354-b2fe-7a2a6d9abd47","block_type":"box","text":"application of the abovementioned analysis and screening to a Fund and its Underlying Index is in the sole discretion of BFA","page_number":27,"box":{"x":59,"y":380,"width":867,"height":13}},{"id":"d096fdc1-bbd2-41bd-bfe6-39d24da053d3","block_type":"box","text":"and its affiliates (without any guarantees). The analysis and screening may not exclude any or all high risk securities from an","page_number":27,"box":{"x":59,"y":395,"width":870,"height":13}},{"id":"990a5110-506c-4dc5-9707-ac49a306298a","block_type":"box","text":"Underlying Index or a Fund’s portfolio, and the inclusion of such securities will result in an adverse impact to a Fund’s net","page_number":27,"box":{"x":60,"y":411,"width":848,"height":12}},{"id":"d36dea74-2a59-435d-ab1a-4ac0c16c7277","block_type":"box","text":"asset value if one or more such securities declines in value.","page_number":27,"box":{"x":59,"y":426,"width":411,"height":9}},{"id":"10dbf990-c621-4ae2-92f5-93da673821b8","block_type":"box","text":"Volatility Risk.","page_number":27,"box":{"x":59,"y":452,"width":100,"height":12}},{"id":"2ebcedab-0b62-44d7-9953-cd138fd09034","block_type":"box","text":"The value of a security may fluctuate due to factors affecting markets generally or particular industries. This","page_number":27,"box":{"x":168,"y":452,"width":755,"height":12}},{"id":"8004ed8f-8262-469f-959f-6a1f6fe10bf5","block_type":"box","text":"volatility may affect a Fund’s NAV. Securities in the funds’ portfolios may be subject to price volatility and their prices may not","page_number":27,"box":{"x":59,"y":467,"width":877,"height":13}},{"id":"dafb69d0-e208-49c0-8150-920ccfd6caf6","block_type":"box","text":"be any less volatile than the market as a whole and could be more volatile. Events or financial circumstances affecting","page_number":27,"box":{"x":60,"y":482,"width":821,"height":13}},{"id":"a2e54a95-a323-4678-a865-462e0a051f9c","block_type":"box","text":"individual securities or sectors may increase the volatility of the funds.","page_number":27,"box":{"x":60,"y":497,"width":489,"height":13}},{"id":"89e00dda-06fa-4aad-a3d2-ba1d6d9ac270","block_type":"box","text":"Risk of Investing in Asia.","page_number":27,"box":{"x":60,"y":524,"width":174,"height":12}},{"id":"210796c9-cb59-47cc-9e7c-b056517d2efb","block_type":"box","text":"Investments in securities of issuers in certain Asian countries involve risks not typically associated","page_number":27,"box":{"x":248,"y":524,"width":682,"height":12}},{"id":"64901e70-23f7-4111-b4bd-96099996192b","block_type":"box","text":"with investments in securities of issuers in other regions. Such heightened risks include, among others, expropriation and/or","page_number":27,"box":{"x":59,"y":539,"width":873,"height":12}},{"id":"647d20e5-4020-491f-912d-bfcaad54e848","block_type":"box","text":"nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of","page_number":27,"box":{"x":60,"y":554,"width":872,"height":13}},{"id":"453d9d6e-e3b4-4c88-863a-58d8ee5643cc","block_type":"box","text":"data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision","page_number":27,"box":{"x":59,"y":569,"width":870,"height":13}},{"id":"ca5c4397-2f22-4bee-982b-596eeca5251b","block_type":"box","text":"making, armed conflict and social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian","page_number":27,"box":{"x":60,"y":584,"width":836,"height":13}},{"id":"e1ff6460-e6b5-4906-a1ca-97d5f2589102","block_type":"box","text":"economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance","page_number":27,"box":{"x":59,"y":600,"width":868,"height":12}},{"id":"bdfb6fea-a596-4285-86c6-6f296e9ded94","block_type":"box","text":"that these rates of economic growth and industrialization will be maintained.","page_number":27,"box":{"x":59,"y":615,"width":538,"height":12}},{"id":"0b13c611-3333-45a2-b82a-bbe5b1579bb5","block_type":"box","text":"Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability.","page_number":27,"box":{"x":59,"y":641,"width":853,"height":12}},{"id":"f230f42c-496a-49fc-98c0-38f680ebeae4","block_type":"box","text":"These countries have faced political and military unrest, and further unrest could present a risk to their local economies and","page_number":27,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"859bf192-7cd4-403c-a4b7-3f8fe395ad4a","block_type":"box","text":"securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively","page_number":27,"box":{"x":59,"y":671,"width":821,"height":13}},{"id":"12ad90ed-559d-4ef2-a413-e53627b827ae","block_type":"box","text":"impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions","page_number":27,"box":{"x":60,"y":686,"width":854,"height":13}},{"id":"125045cc-f988-4512-8dee-f47c02ba28a2","block_type":"box","text":"between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of","page_number":27,"box":{"x":60,"y":702,"width":825,"height":12}},{"id":"9dd2a1ba-3b76-47a5-a922-a030df6e8dd1","block_type":"box","text":"hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on","page_number":27,"box":{"x":60,"y":717,"width":854,"height":11}},{"id":"eb251d93-6e74-4459-85eb-95275698d118","block_type":"box","text":"the entire Asian region. Certain Asian countries have also developed increasingly strained relationships with the U.S., and if","page_number":27,"box":{"x":59,"y":732,"width":860,"height":12}},{"id":"f04308f5-1d4d-4e8a-815f-4e05217ba11e","block_type":"box","text":"these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. Political, religious, and","page_number":27,"box":{"x":59,"y":747,"width":875,"height":12}},{"id":"5c00ee08-9d9e-4aa7-9412-e979f15aafa5","block_type":"box","text":"border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities","page_number":27,"box":{"x":60,"y":762,"width":846,"height":12}},{"id":"c8f49c3f-287e-4f15-8437-9c2460fc757d","block_type":"box","text":"with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect","page_number":27,"box":{"x":59,"y":777,"width":880,"height":13}},{"id":"87f3d6c2-3e72-4fce-ae22-c758379994c0","block_type":"box","text":"the performance of investments in this region.","page_number":27,"box":{"x":59,"y":792,"width":323,"height":13}},{"id":"afac5a99-c20d-4510-89f1-ffa9e658e46c","block_type":"box","text":"Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their","page_number":27,"box":{"x":59,"y":819,"width":823,"height":12}},{"id":"aa873dcd-6e8c-4f30-b62f-5e39a6b7fb66","block_type":"box","text":"respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their","page_number":27,"box":{"x":60,"y":834,"width":872,"height":12}},{"id":"58954355-db7c-4b5c-b84e-62126ba8fb33","block_type":"box","text":"respective countries and may own or control many companies. Future government actions could have a significant effect on","page_number":27,"box":{"x":60,"y":849,"width":868,"height":12}},{"id":"15e729b6-977b-446b-a45a-cf6d16b626a8","block_type":"box","text":"the economic conditions in this region, which in turn could have a negative impact on private sector companies. There is also","page_number":27,"box":{"x":59,"y":864,"width":877,"height":12}},{"id":"7248bc1d-f109-4d42-95ad-bb4e5c766b6f","block_type":"box","text":"the possibility of diplomatic developments adversely affecting investments in the region.","page_number":27,"box":{"x":59,"y":879,"width":617,"height":13}},{"id":"86664664-d42e-4508-8482-c87aa2a071f7","block_type":"box","text":"16","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"0a059067-1202-40bf-a9e8-260bf8d9a85a","block_type":"box","text":"Corruption and the perceived lack of a rule of law in dealings with international companies in certain Asian countries may","page_number":28,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"e3edad98-638f-43c8-a795-f4f4a6882b8e","block_type":"box","text":"discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In","page_number":28,"box":{"x":59,"y":82,"width":839,"height":12}},{"id":"0179d697-c4ba-4f8f-87bf-efd34a71c4a7","block_type":"box","text":"addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking","page_number":28,"box":{"x":59,"y":97,"width":831,"height":12}},{"id":"1dac2aaa-2c94-4730-a62e-c50a294089b7","block_type":"box","text":"sectors.","page_number":28,"box":{"x":59,"y":113,"width":53,"height":9}},{"id":"52d591e4-e527-4888-8fdc-e61d153c4b8c","block_type":"box","text":"Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly,","page_number":28,"box":{"x":59,"y":138,"width":852,"height":13}},{"id":"e1d66364-d432-46b2-9582-274490e637c5","block_type":"box","text":"they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand","page_number":28,"box":{"x":59,"y":154,"width":866,"height":12}},{"id":"8164a9b7-b0c2-4d0e-8410-c96a85dd505a","block_type":"box","text":"for these products. The market for securities in this region may also be directly influenced by the flow of international capital,","page_number":28,"box":{"x":59,"y":169,"width":875,"height":12}},{"id":"093ea00e-0dfe-4b09-a21b-9af5f96752e2","block_type":"box","text":"and by the economic and market conditions of neighboring countries. China is a key trading partner of many Asian countries","page_number":28,"box":{"x":59,"y":184,"width":875,"height":12}},{"id":"c8536800-186c-4af1-93e3-f5668f9bfdd6","block_type":"box","text":"and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Adverse","page_number":28,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"a57fa55b-ea29-41da-85df-0c6162d85a44","block_type":"box","text":"economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in","page_number":28,"box":{"x":59,"y":214,"width":868,"height":12}},{"id":"225d936d-b286-4440-9d9f-7922f6dea871","block_type":"box","text":"the region as a whole, which may adversely impact the market value of the securities issued by companies in the region.","page_number":28,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"a78e4524-badd-401c-a6ee-3047b4743834","block_type":"box","text":"Risk of Investing in Australasia.","page_number":28,"box":{"x":60,"y":256,"width":224,"height":12}},{"id":"b8ec5fff-b8df-4d93-8c89-26da7f7e8329","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":28,"box":{"x":293,"y":256,"width":637,"height":12}},{"id":"2c870623-3a22-48df-82e3-c74642c45559","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":28,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"17c237c9-47bd-4b9a-86a2-61c0f481e24c","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":28,"box":{"x":59,"y":286,"width":805,"height":12}},{"id":"9f8b1aa4-bd11-4a93-be8e-4e659fd91c86","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":28,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"f92b9347-6185-40c5-9778-9ddcbd88baa7","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":28,"box":{"x":59,"y":316,"width":842,"height":12}},{"id":"1ad5a365-9391-4aa5-a135-5a2dec93c54a","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by a Fund. The economies of Australia and New Zealand are","page_number":28,"box":{"x":59,"y":331,"width":878,"height":13}},{"id":"d230c58b-9b03-41ab-8d33-a74812036390","block_type":"box","text":"dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or in","page_number":28,"box":{"x":59,"y":346,"width":855,"height":13}},{"id":"e1fe5294-61bb-4289-ae1e-dc3074010915","block_type":"box","text":"other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":28,"box":{"x":59,"y":361,"width":818,"height":13}},{"id":"da8502b7-0d32-4f7d-ae27-5d2e7eeed00a","block_type":"box","text":"Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":28,"box":{"x":59,"y":377,"width":805,"height":12}},{"id":"6807dcb2-4670-459b-8735-bf92ebb994aa","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":28,"box":{"x":59,"y":392,"width":832,"height":12}},{"id":"4fc477ea-40b6-409b-80f3-3255a6768a6f","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which a Fund has exposure.","page_number":28,"box":{"x":59,"y":407,"width":731,"height":12}},{"id":"3d3d14ff-2f7a-4aa3-b9c0-2c2b1b6d72a3","block_type":"box","text":"Risk of Investing in Canada.","page_number":28,"box":{"x":60,"y":433,"width":198,"height":13}},{"id":"d45400f8-4251-429e-9aef-4637c770b90b","block_type":"box","text":"The U.S. is Canada’s largest trading and investment partner, and the Canadian economy is","page_number":28,"box":{"x":266,"y":433,"width":630,"height":13}},{"id":"22d98ba6-fa47-41b2-a43b-cf1d936161f4","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade","page_number":28,"box":{"x":59,"y":448,"width":839,"height":13}},{"id":"a12fb8eb-f27f-44c3-8f7d-9979cedcc9eb","block_type":"box","text":"Agreement (“NAFTA”) in 1994 among Canada, the U.S. and Mexico, total two-way merchandise trade between the U.S. and","page_number":28,"box":{"x":59,"y":463,"width":864,"height":13}},{"id":"4e50966b-f3e0-4e9b-a1e6-c2fe180537bd","block_type":"box","text":"Canada has more than doubled. Any downturn in U.S. or Mexican economic activity is likely to have an adverse impact on the","page_number":28,"box":{"x":59,"y":479,"width":879,"height":12}},{"id":"bd517314-1e3c-44b5-a577-54b03d03a7fa","block_type":"box","text":"Canadian economy. Political developments, including the implementation of tariffs by the U.S. and the renegotiation of","page_number":28,"box":{"x":59,"y":494,"width":831,"height":12}},{"id":"ad677993-b86d-4da4-9a11-660367194134","block_type":"box","text":"NAFTA in the form of the United States-Mexico-Canada Agreement (“USMCA”), which replaced NAFTA on or around July 1,","page_number":28,"box":{"x":60,"y":509,"width":864,"height":12}},{"id":"fc4c8408-bd25-4efc-9a8c-75b021da9d40","block_type":"box","text":"2020, could have an adverse impact on Canadian securities. The Canadian economy is also dependent upon external trade","page_number":28,"box":{"x":59,"y":524,"width":857,"height":12}},{"id":"987da39d-ef62-48e8-a7a1-bf244cc2e3cf","block_type":"box","text":"with other key trading partners, specifically China and the United Kingdom (the “U.K.”). As a result, Canada is dependent on","page_number":28,"box":{"x":59,"y":539,"width":865,"height":12}},{"id":"475b33ce-2862-45b8-863f-85ae844077e0","block_type":"box","text":"the economies of these other countries. In addition, Canada is a large supplier of natural resources (","page_number":28,"box":{"x":59,"y":554,"width":699,"height":13}},{"id":"bea6abaf-eb78-46ee-8a86-debaada731cb","block_type":"box","text":"e.g.","page_number":28,"box":{"x":759,"y":557,"width":23,"height":10}},{"id":"f3766be6-f51b-4220-b037-c1301298aabe","block_type":"box","text":", oil, natural gas and","page_number":28,"box":{"x":784,"y":554,"width":140,"height":13}},{"id":"3fc1d62a-f732-4c83-b489-1f91785c2b43","block_type":"box","text":"agricultural products). As a result, the Canadian economy is sensitive to fluctuations in certain commodity prices.","page_number":28,"box":{"x":59,"y":569,"width":793,"height":13}},{"id":"4b605d3c-0e69-4504-a66c-addb0512519d","block_type":"box","text":"Risk of Investing in China.","page_number":28,"box":{"x":60,"y":596,"width":185,"height":12}},{"id":"8c4d9dc4-cf42-4095-8350-c4fc24ac5c2b","block_type":"box","text":"Investments in securities of companies domiciled in China involve a high degree of risk and","page_number":28,"box":{"x":255,"y":596,"width":635,"height":12}},{"id":"66037539-faa5-4200-9e68-e5b26eeeedab","block_type":"box","text":"special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include,","page_number":28,"box":{"x":59,"y":611,"width":853,"height":12}},{"id":"b92061be-4790-4782-84ca-9081cc9296f9","block_type":"box","text":"among others, an authoritarian government, popular unrest associated with demands for improved political, economic and","page_number":28,"box":{"x":59,"y":626,"width":864,"height":12}},{"id":"71a26cc0-14f3-40d5-b4ba-49c074fc4d6e","block_type":"box","text":"social conditions, the impact of regional conflict on the economy and hostile relations with other countries.","page_number":28,"box":{"x":59,"y":641,"width":750,"height":12}},{"id":"e359d629-8d98-4d38-ab80-57eab5890533","block_type":"box","text":"Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic","page_number":28,"box":{"x":59,"y":668,"width":821,"height":12}},{"id":"9877013f-0cdd-445b-abb7-df2037310f51","block_type":"box","text":"development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes","page_number":28,"box":{"x":59,"y":683,"width":863,"height":12}},{"id":"82b74b05-7697-43da-bdf6-e6dbec56b098","block_type":"box","text":"with Tibet and the Xinjiang region. Since 1997, there have been tensions between the Chinese government and many people","page_number":28,"box":{"x":59,"y":698,"width":870,"height":12}},{"id":"cace3a5b-d3c0-4703-9923-e34ede3fcb26","block_type":"box","text":"in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal,","page_number":28,"box":{"x":60,"y":713,"width":875,"height":12}},{"id":"47e379b3-8b57-4276-b026-fcb2f84b4b64","block_type":"box","text":"and social framework. Protests and unrest have increased tensions even further. Due to the interconnected nature of the","page_number":28,"box":{"x":59,"y":728,"width":842,"height":10}},{"id":"5683ca51-810a-4fd7-b638-e902bd3f17e4","block_type":"box","text":"Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese","page_number":28,"box":{"x":60,"y":743,"width":834,"height":12}},{"id":"24ff7a90-9f16-4f8f-bab4-44a0daccaf44","block_type":"box","text":"markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion.","page_number":28,"box":{"x":60,"y":758,"width":830,"height":13}},{"id":"02d23248-e7ef-41ce-85dc-7a6334acc8ef","block_type":"box","text":"Taiwan-based companies and individuals are significant investors in China. The continuing hostility between China and","page_number":28,"box":{"x":59,"y":773,"width":834,"height":13}},{"id":"82ab3811-9b24-4300-a9a2-01812b225396","block_type":"box","text":"Taiwan may have an adverse impact on the value of the value of the Fund’s investments in China or Taiwan, may cause a","page_number":28,"box":{"x":59,"y":788,"width":844,"height":13}},{"id":"9847ee8d-dad0-4b95-9c53-f5adbd39cbd8","block_type":"box","text":"suspension in a Fund’s ability to trade in certain securities or other assets, or may otherwise make such investments","page_number":28,"box":{"x":59,"y":804,"width":812,"height":12}},{"id":"465de83c-6653-4d49-9e8d-de8298157aec","block_type":"box","text":"impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse","page_number":28,"box":{"x":60,"y":819,"width":845,"height":12}},{"id":"6b12cb6e-6f14-434b-9e40-3159480cea37","block_type":"box","text":"impact on the value of the Fund’s investments in both countries and the region. In addition, China has strained international","page_number":28,"box":{"x":60,"y":834,"width":866,"height":12}},{"id":"333a6788-94d4-4a99-bdf3-c06b6011641c","block_type":"box","text":"relations with Japan, India, the Philippines and other neighbors due to territorial disputes, historical animosities and other","page_number":28,"box":{"x":60,"y":849,"width":847,"height":12}},{"id":"e34a1942-d440-472f-b0f7-506d16e93723","block_type":"box","text":"defense concerns. Frictions between China and the Philippines in the South China Sea pose a risk of escalation potentially","page_number":28,"box":{"x":59,"y":864,"width":852,"height":12}},{"id":"a2d5e54a-bf80-4481-8343-32811bf4c9a2","block_type":"box","text":"leading to military conflict. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign","page_number":28,"box":{"x":60,"y":879,"width":870,"height":13}},{"id":"17bd84fa-63bf-495a-a53b-853c0ae69f30","block_type":"box","text":"17","page_number":28,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"b4ebd598-2b5a-4a3c-a51f-74e0d31e2835","block_type":"box","text":"companies and foreign governments. Actual and threatened responses to such activity and strained international relations,","page_number":29,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"98fde303-5283-4fc2-8526-7a3db4ae9066","block_type":"box","text":"including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may","page_number":29,"box":{"x":60,"y":82,"width":860,"height":12}},{"id":"1564fcbb-9c09-478b-a5b5-42f2486bd118","block_type":"box","text":"impact China’s economy and Chinese issuers of securities in which a Fund invests. China could be affected by military events","page_number":29,"box":{"x":60,"y":97,"width":872,"height":12}},{"id":"a7bd779c-3264-4efb-9401-2a687663858e","block_type":"box","text":"on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese","page_number":29,"box":{"x":59,"y":112,"width":844,"height":12}},{"id":"bcfb61b8-4745-44b7-be94-89b7b9b566ba","block_type":"box","text":"market and may adversely affect the performance of the Chinese economy.","page_number":29,"box":{"x":60,"y":127,"width":524,"height":12}},{"id":"d7146553-2a5a-402b-9ae7-0ec51c2a6513","block_type":"box","text":"The Chinese government has implemented economic reforms in order to liberalize trade policy, promote foreign investment","page_number":29,"box":{"x":59,"y":154,"width":865,"height":12}},{"id":"4f227b20-a529-42f9-820a-f86d7fe02257","block_type":"box","text":"in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese","page_number":29,"box":{"x":60,"y":169,"width":816,"height":12}},{"id":"1f2a5aa0-4988-4804-a8fb-872080af8d7c","block_type":"box","text":"government still exercises substantial influence over many aspects of the private sector and may own or control many","page_number":29,"box":{"x":59,"y":184,"width":826,"height":12}},{"id":"e8a5adfd-e8d4-4637-87a9-4ac5a6e4e5fc","block_type":"box","text":"companies. Chinese companies, such as those in the financial services or technology sectors, and potentially other sectors in","page_number":29,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"9df28bb3-7f62-4a1c-a9d7-2968fa81decf","block_type":"box","text":"the future, are subject to the risk that Chinese authorities can intervene in their operations and structure. The Chinese","page_number":29,"box":{"x":59,"y":214,"width":823,"height":12}},{"id":"20c936f5-20cf-4ce8-bfb8-ccd4ce4e2248","block_type":"box","text":"government continues to maintain a major role in economic policymaking, and investing in China involves risk of loss due to","page_number":29,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"4ae2d2c8-d059-4a1e-b0d0-8755fd83b1af","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":29,"box":{"x":59,"y":244,"width":850,"height":13}},{"id":"b4e5e838-55f6-4190-ad54-e054cc4b558f","block_type":"box","text":"and on repatriation of capital invested.","page_number":29,"box":{"x":59,"y":259,"width":268,"height":13}},{"id":"3e7731e8-5b3f-4cf4-897b-e9ca1910409d","block_type":"box","text":"In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and","page_number":29,"box":{"x":60,"y":286,"width":861,"height":12}},{"id":"554397cf-593a-4d51-883a-821e7ac344f5","block_type":"box","text":"other participants than in the U.S. Accordingly, issuers of securities in China, including Chinese companies that are listed on","page_number":29,"box":{"x":59,"y":301,"width":864,"height":12}},{"id":"51743d4d-796d-4682-8f06-e7825bed04df","block_type":"box","text":"U.S. exchanges, are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider","page_number":29,"box":{"x":60,"y":316,"width":855,"height":12}},{"id":"253bbe1d-f459-4df2-985a-29716f6a3f5c","block_type":"box","text":"trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the","page_number":29,"box":{"x":59,"y":331,"width":845,"height":13}},{"id":"ba156887-8c44-4f04-bcbc-dd0aa61a8d28","block_type":"box","text":"requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of","page_number":29,"box":{"x":60,"y":346,"width":841,"height":13}},{"id":"5070fd85-f472-4237-9828-a68df6e476b4","block_type":"box","text":"change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions","page_number":29,"box":{"x":59,"y":361,"width":872,"height":13}},{"id":"b47fe453-4b37-43ae-a603-251ff3b52ad6","block_type":"box","text":"and difficulty in interpreting and applying the relevant regulation.","page_number":29,"box":{"x":59,"y":377,"width":455,"height":12}},{"id":"5e8f0986-591f-472f-8cc8-ff69bd3442b8","block_type":"box","text":"There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese","page_number":29,"box":{"x":59,"y":403,"width":848,"height":12}},{"id":"a4cedb83-3f71-44bc-bd4e-ef0b2cbcfb0e","block_type":"box","text":"companies, and shareholders may have limited legal remedies. The Funds do not select investments based on investor","page_number":29,"box":{"x":59,"y":418,"width":828,"height":12}},{"id":"441f561f-d761-4d4a-adcb-c25ab1206491","block_type":"box","text":"protection considerations.","page_number":29,"box":{"x":59,"y":433,"width":182,"height":13}},{"id":"f5b40885-fc54-464f-8470-1fc4443f78fe","block_type":"box","text":"Many Chinese companies listed on U.S. exchanges use variable interest entities or “VIEs” in their structure as a result of","page_number":29,"box":{"x":59,"y":460,"width":835,"height":12}},{"id":"1e26913b-8cc3-4f7a-ba0c-fa394fba2622","block_type":"box","text":"foreign ownership restrictions. In a VIE structure, a Chinese operating company establishes a shell company in another","page_number":29,"box":{"x":59,"y":475,"width":830,"height":12}},{"id":"2fb9d008-a3a5-4dcf-ae79-fe937c3ad066","block_type":"box","text":"jurisdiction to issue stock to public shareholders. When a VIE structure is used by a Chinese company to list its stock in the","page_number":29,"box":{"x":58,"y":490,"width":859,"height":12}},{"id":"89f3fb22-d01c-48d7-8ebe-f5a0fe0adbd8","block_type":"box","text":"U.S., instead of owning the equity securities of the Chinese company, the U.S.-listed shell company directly or indirectly enters","page_number":29,"box":{"x":60,"y":505,"width":878,"height":12}},{"id":"a9973636-849a-4443-9f84-93e6381449cf","block_type":"box","text":"into contracts with the Chinese operating company under Chinese law. These contracts provide the U.S.-listed shell company","page_number":29,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"d0242c13-4cf2-4de8-ba61-0dd30a202f2b","block_type":"box","text":"with only economic exposure to the Chinese company and do not represent equity ownership in the operating company.","page_number":29,"box":{"x":59,"y":535,"width":844,"height":13}},{"id":"b961ed3d-b236-4db3-b84d-d090dabaa62d","block_type":"box","text":"While VIEs are a longstanding practice that is well known to Chinese officials and regulators, they have not been formally","page_number":29,"box":{"x":59,"y":562,"width":846,"height":12}},{"id":"a2a97f0d-1aef-458a-9af6-47f82e980880","block_type":"box","text":"recognized under Chinese law. The Chinese government has provided guidance to and placed restrictions on Chinese-based","page_number":29,"box":{"x":60,"y":577,"width":866,"height":12}},{"id":"b248f86d-ffba-4d27-80ac-cc7e0924233e","block_type":"box","text":"companies raising capital offshore, including through VIEs. In 2023, the China Securities Regulatory Commission (“CSRC”)","page_number":29,"box":{"x":59,"y":592,"width":855,"height":12}},{"id":"d3ac1414-4be9-44d1-9a3e-eb663a4652ea","block_type":"box","text":"released new rules that permit the use of VIE structures, provided they abide by Chinese laws and register with the CSRC. The","page_number":29,"box":{"x":60,"y":607,"width":876,"height":12}},{"id":"c9a04541-e08f-4112-89fa-ea35b316aa54","block_type":"box","text":"rules, however, may cause Chinese companies to undergo greater scrutiny and add costs to VIE structures. Intervention,","page_number":29,"box":{"x":60,"y":622,"width":838,"height":13}},{"id":"f2375a38-54dc-45a2-a57d-45ba0b91148b","block_type":"box","text":"rulemaking or guidance by the Chinese government with respect to VIE structures or the non-enforcement of VIE-related","page_number":29,"box":{"x":60,"y":637,"width":847,"height":13}},{"id":"9d274212-2b8a-4605-9332-edd2dfd024ab","block_type":"box","text":"contractual rights could significantly affect the operating company’s business in China, the enforceability of the U.S.-listed","page_number":29,"box":{"x":59,"y":652,"width":853,"height":13}},{"id":"96d086bb-4006-4635-80d9-3dcf99304f65","block_type":"box","text":"shell company’s contractual arrangements with the Chinese company and the value of the U.S.-listed stock. Further, the VIE","page_number":29,"box":{"x":59,"y":668,"width":865,"height":12}},{"id":"e30e2707-2b58-4a38-bf5e-ad4ca9759922","block_type":"box","text":"contractual arrangement would likely be subject to Chinese law and jurisdiction, and remedies available to the U.S.-listed","page_number":29,"box":{"x":59,"y":683,"width":844,"height":12}},{"id":"da96a37f-64e4-413d-afb4-16498e0ce938","block_type":"box","text":"shell company are uncertain and could be ineffective. In addition to the risk of government intervention, investments through","page_number":29,"box":{"x":59,"y":698,"width":876,"height":12}},{"id":"f905e320-2fdf-4027-bf5c-893101799593","block_type":"box","text":"a VIE structure are subject to the risk that the China-based company (or its officers, directors, or Chinese equity owners) may","page_number":29,"box":{"x":59,"y":713,"width":876,"height":12}},{"id":"c7621ef0-8e11-4eff-8982-498ef8e74034","block_type":"box","text":"breach those contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of these","page_number":29,"box":{"x":60,"y":728,"width":851,"height":12}},{"id":"9bf230e7-40ca-4ab0-9c71-08a0f0201538","block_type":"box","text":"arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case the Fund may suffer","page_number":29,"box":{"x":59,"y":743,"width":828,"height":12}},{"id":"dcf92d63-23a5-482a-a1ab-2057bda1aa86","block_type":"box","text":"significant losses on its investments through a VIE structure with little or no recourse available. Any change in the operations","page_number":29,"box":{"x":59,"y":758,"width":873,"height":13}},{"id":"659439f8-711a-453b-949b-f0467ce4e335","block_type":"box","text":"of entities in a VIE structure, the status of VIE contractual arrangements or the legal or regulatory environment in China,","page_number":29,"box":{"x":59,"y":773,"width":838,"height":13}},{"id":"7305e6d6-766f-492a-b629-5888ae6cae01","block_type":"box","text":"generally or with respect to specific industries, could result in significant, and possibly permanent and/or total, losses to a","page_number":29,"box":{"x":59,"y":788,"width":853,"height":13}},{"id":"3605aa28-c766-4655-91ca-bc157de1630a","block_type":"box","text":"Fund.","page_number":29,"box":{"x":60,"y":804,"width":37,"height":9}},{"id":"08bb58ff-b25f-4d15-b7c9-d25f57f3ffaf","block_type":"box","text":"While the Chinese economy has experienced past periods of rapid growth, there is no assurance that such growth rates will","page_number":29,"box":{"x":59,"y":830,"width":863,"height":12}},{"id":"c2a51d7f-5676-4426-9165-763be06104bd","block_type":"box","text":"recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a","page_number":29,"box":{"x":60,"y":845,"width":819,"height":13}},{"id":"5674f605-4f3d-4a2e-8aec-01dd509cf86f","block_type":"box","text":"negative effect on the economy and securities market. China’s economy is heavily dependent on export growth. Reduction in","page_number":29,"box":{"x":60,"y":860,"width":873,"height":13}},{"id":"eb416eee-c27b-42ac-bb8a-47af18728b44","block_type":"box","text":"spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other","page_number":29,"box":{"x":59,"y":875,"width":855,"height":13}},{"id":"edfdf2ff-57dd-4aa0-91dd-2793dcace044","block_type":"box","text":"18","page_number":29,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"502d34cb-b0b5-4641-87f4-9d21f06ee85e","block_type":"box","text":"trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or","page_number":30,"box":{"x":59,"y":67,"width":835,"height":12}},{"id":"5e8c29fe-b7f0-4075-afba-16a950574a56","block_type":"box","text":"alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse","page_number":30,"box":{"x":59,"y":82,"width":859,"height":12}},{"id":"0f1509e4-146b-4e35-b7ba-5a8d68cc3ce6","block_type":"box","text":"impact on the Chinese economy and the companies in which a Fund invests. Certain Chinese companies (which may change","page_number":30,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"8541cea2-519a-4c5a-b47a-8f3a501c53c3","block_type":"box","text":"from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other","page_number":30,"box":{"x":59,"y":112,"width":790,"height":12}},{"id":"5553f5a3-fba7-42db-96e9-6d0e7c101d25","block_type":"box","text":"governments due to national security, human rights or other concerns of such government. For example, certain foreign","page_number":30,"box":{"x":59,"y":127,"width":841,"height":12}},{"id":"4bd8cf8f-9cf7-4326-85b6-dd88b523358e","block_type":"box","text":"technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The","page_number":30,"box":{"x":59,"y":142,"width":877,"height":13}},{"id":"45e68d7d-c783-47bf-836f-09bf6ba4802f","block_type":"box","text":"U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about","page_number":30,"box":{"x":60,"y":157,"width":875,"height":13}},{"id":"56d33b0e-a553-4542-8a03-6d45c090579e","block_type":"box","text":"forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any","page_number":30,"box":{"x":59,"y":172,"width":845,"height":13}},{"id":"1d76471c-3d30-4853-867d-0e6f144087b7","block_type":"box","text":"action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or","page_number":30,"box":{"x":59,"y":188,"width":873,"height":12}},{"id":"16ace7f3-4189-46b9-922b-6064fb4289be","block_type":"box","text":"cause market disruptions. The Underlying Index of a Fund may include companies that are subject to economic or trade","page_number":30,"box":{"x":59,"y":203,"width":840,"height":12}},{"id":"e5e200b1-d576-4349-84f0-d3201e1d82ce","block_type":"box","text":"restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not","page_number":30,"box":{"x":60,"y":218,"width":865,"height":12}},{"id":"3ddc76cb-fc30-48e6-8cc1-371fb4d31abd","block_type":"box","text":"include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective","page_number":30,"box":{"x":60,"y":233,"width":867,"height":12}},{"id":"4577eba3-b665-4393-9e01-c333a9238ec0","block_type":"box","text":"to track the performance of its Underlying Index.","page_number":30,"box":{"x":59,"y":248,"width":340,"height":12}},{"id":"73fc7c0a-5d4d-450d-a7d6-54f7c9216af1","block_type":"box","text":"The tax laws and regulations in the People’s Republic of China (“PRC”) are subject to change, including the issuance of","page_number":30,"box":{"x":59,"y":274,"width":832,"height":13}},{"id":"f58e1f80-ab0a-4ae3-8d76-6a962fe26f39","block_type":"box","text":"authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of","page_number":30,"box":{"x":59,"y":290,"width":863,"height":12}},{"id":"b5e2cff5-0e36-40bd-8bb7-ab452a8f3e49","block_type":"box","text":"such laws by PRC tax authorities are not as consistent and transparent as those of more developed nations, and may vary","page_number":30,"box":{"x":59,"y":305,"width":849,"height":12}},{"id":"8f55013c-b3ac-4e5f-92a1-d9fb21d11193","block_type":"box","text":"over time and from region to region. The application and enforcement of PRC tax rules could have a significant adverse effect","page_number":30,"box":{"x":59,"y":320,"width":877,"height":12}},{"id":"004cf9ca-ae66-420f-b4e8-84b298708557","block_type":"box","text":"on a Fund and its investors, particularly in relation to capital gains withholding tax imposed upon non-residents. In addition,","page_number":30,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"b3b622f1-f949-4ecb-a35a-f550e693b2b7","block_type":"box","text":"the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less","page_number":30,"box":{"x":59,"y":350,"width":826,"height":12}},{"id":"daf63e4e-c651-40d1-9075-d6c34b1db37a","block_type":"box","text":"rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting","page_number":30,"box":{"x":60,"y":365,"width":874,"height":13}},{"id":"b3cbcd50-2337-40c4-8b66-a5f481545202","block_type":"box","text":"standards and practice and those prepared in accordance with international accounting standards.","page_number":30,"box":{"x":59,"y":380,"width":691,"height":13}},{"id":"747e85ba-f11d-42de-a0f8-948feb66251d","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":30,"box":{"x":60,"y":407,"width":294,"height":12}},{"id":"b7a99668-9249-46c4-896d-ca25d1fcb6aa","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":30,"box":{"x":364,"y":407,"width":544,"height":12}},{"id":"f5fbc655-eafb-4a4d-a1fc-392ec01bd415","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":30,"box":{"x":59,"y":422,"width":585,"height":12}},{"id":"a9ba17c2-8e2a-4954-9a78-1a9f5e9d4437","block_type":"box","text":"e.g.","page_number":30,"box":{"x":646,"y":425,"width":22,"height":9}},{"id":"f72e2133-1928-42ad-b842-4ea11ffc847d","block_type":"box","text":", the financial services sector) as the","page_number":30,"box":{"x":670,"y":422,"width":253,"height":12}},{"id":"35f8887f-a12f-4dbf-912b-fb289988ad21","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":30,"box":{"x":59,"y":437,"width":879,"height":12}},{"id":"8fe08072-9846-403e-8abd-bcb083d2ce18","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":30,"box":{"x":60,"y":452,"width":846,"height":12}},{"id":"832793b3-f83c-4c2e-b9bd-6090a1a97da4","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":30,"box":{"x":59,"y":467,"width":798,"height":13}},{"id":"a8890a55-2590-4805-a4e4-f3fa6ee829db","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":30,"box":{"x":60,"y":482,"width":876,"height":13}},{"id":"827c1bc2-1be2-4fb7-a923-121d7784cb1e","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":30,"box":{"x":59,"y":497,"width":848,"height":13}},{"id":"6c7ba72b-baff-4dc2-bcfa-965c41b98914","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":30,"box":{"x":59,"y":513,"width":832,"height":12}},{"id":"7120d3d9-d552-4b2e-8a97-6c36733e8ed5","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":30,"box":{"x":59,"y":528,"width":829,"height":12}},{"id":"40f7b602-c2d5-4dd6-a798-87d7a983d6b5","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":30,"box":{"x":59,"y":543,"width":876,"height":12}},{"id":"1aa15dec-57b1-4732-9ff2-6b34a29aef0a","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":30,"box":{"x":59,"y":558,"width":870,"height":12}},{"id":"4b3366ec-e8a5-4536-83f4-70b83525f9c6","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":30,"box":{"x":59,"y":573,"width":855,"height":12}},{"id":"635c14df-bb99-4758-bfb3-139d44f02913","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":30,"box":{"x":60,"y":588,"width":864,"height":13}},{"id":"ec1fd15c-1946-4dc8-aeaa-d5245083bdc0","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":30,"box":{"x":59,"y":603,"width":833,"height":13}},{"id":"e82c9354-cd3b-4bc0-89af-f5c32fb9a091","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":30,"box":{"x":59,"y":618,"width":867,"height":13}},{"id":"c141946e-6a62-44c2-b6de-09869e1f0fb5","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":30,"box":{"x":60,"y":634,"width":834,"height":12}},{"id":"0aa20240-ed05-41fa-b2f1-2950183eff04","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":30,"box":{"x":59,"y":649,"width":848,"height":12}},{"id":"0f8a8a4e-3e0e-45d1-8cfc-9379b7ecacec","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":30,"box":{"x":59,"y":664,"width":812,"height":12}},{"id":"ed6d67be-960c-4d0e-a514-97ab5f7a4f1b","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":30,"box":{"x":59,"y":679,"width":861,"height":12}},{"id":"b9c4a4ae-9ade-438d-becf-4937dbf22c7b","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":30,"box":{"x":59,"y":694,"width":819,"height":12}},{"id":"7902c2ec-fde5-4566-9c04-96772576a2b8","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":30,"box":{"x":59,"y":709,"width":862,"height":12}},{"id":"093c65f3-0bfe-42cf-845c-496faf832c84","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":30,"box":{"x":59,"y":724,"width":856,"height":13}},{"id":"9d537b8e-620c-4f0d-afae-24a7b6171187","block_type":"box","text":"risks, among others, may adversely affect the value of a Fund’s investments.","page_number":30,"box":{"x":60,"y":739,"width":530,"height":13}},{"id":"c75d1f68-05e7-4a84-8d87-12e9a01ba312","block_type":"box","text":"Risk of Investing in Emerging Markets.","page_number":30,"box":{"x":60,"y":766,"width":275,"height":12}},{"id":"b377a2d5-b82a-4486-8fe8-fc8f40643c54","block_type":"box","text":"Investments in emerging market countries may be subject to greater risks than","page_number":30,"box":{"x":345,"y":766,"width":551,"height":12}},{"id":"c7fb3991-4a09-41ed-833b-35a6262768ef","block_type":"box","text":"investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity","page_number":30,"box":{"x":60,"y":781,"width":865,"height":12}},{"id":"a156ced2-5ada-414b-898b-955d7e663c1c","block_type":"box","text":"and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes;","page_number":30,"box":{"x":59,"y":796,"width":869,"height":12}},{"id":"47ed05f9-bd4e-46d5-b5f5-0587a9c6105b","block_type":"box","text":"(iii) companies, custodians, clearinghouses, foreign exchanges and broker-dealers may be subject to less scrutiny and","page_number":30,"box":{"x":60,"y":811,"width":823,"height":13}},{"id":"e62b70c6-7826-4420-a8d5-e35a8a307d17","block_type":"box","text":"regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors","page_number":30,"box":{"x":60,"y":826,"width":853,"height":13}},{"id":"247ad604-ed27-4a0e-bab8-5f1a41fa7b57","block_type":"box","text":"and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local","page_number":30,"box":{"x":59,"y":841,"width":865,"height":13}},{"id":"a1a39263-bc48-45b9-95b0-6a290939d5f3","block_type":"box","text":"governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be","page_number":30,"box":{"x":59,"y":857,"width":844,"height":12}},{"id":"87bc7f20-2351-4c6c-a422-106925ffcb80","block_type":"box","text":"subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on standard payments imposed by","page_number":30,"box":{"x":59,"y":872,"width":857,"height":12}},{"id":"713fade3-26f2-4ef1-9712-975b8f8c208a","block_type":"box","text":"local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) there","page_number":30,"box":{"x":60,"y":887,"width":861,"height":12}},{"id":"7c8a0f04-cb39-41af-9ff9-ad2d6ec92508","block_type":"box","text":"19","page_number":30,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"c59606ab-8ec0-403e-8ed0-fcbd28ca193a","block_type":"box","text":"may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and","page_number":31,"box":{"x":60,"y":67,"width":854,"height":12}},{"id":"21f54dbe-8b63-4d02-9a70-565ed2571a57","block_type":"box","text":"investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the","page_number":31,"box":{"x":60,"y":82,"width":824,"height":12}},{"id":"8f8e22d0-ff68-4f31-b8ff-28dfe6d0be5a","block_type":"box","text":"interests of the issuer over those of foreign parties; (ix) bankruptcy judgments may only be permitted to be paid in the local","page_number":31,"box":{"x":60,"y":97,"width":861,"height":12}},{"id":"3d23b6ad-a5ec-4b69-8da8-b14e494821df","block_type":"box","text":"currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations","page_number":31,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"48c09440-d084-4a58-b0ba-2e671f8eb60a","block_type":"box","text":"of the securities; and (xi) lack of financial reporting on a regular basis, substandard disclosure and differences in accounting","page_number":31,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"8ba8c5de-8798-47d7-9f89-c394ed5a91ca","block_type":"box","text":"standards may make it difficult to ascertain the financial health of an issuer. The Funds are not actively managed and do not","page_number":31,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"aed6e477-b6c0-40a2-b3b5-e5232104b962","block_type":"box","text":"select investments based on investor protection considerations.","page_number":31,"box":{"x":59,"y":157,"width":444,"height":13}},{"id":"084b861b-9d92-4633-88c2-c059aa6ee931","block_type":"box","text":"Emerging market securities markets are typically marked by a high concentration of market capitalization and trading volume","page_number":31,"box":{"x":60,"y":184,"width":877,"height":12}},{"id":"1e834a7d-5f99-402e-ae8e-90621e9141c4","block_type":"box","text":"in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of","page_number":31,"box":{"x":60,"y":199,"width":844,"height":12}},{"id":"f9ac805b-0625-48f4-96af-0515f3141b16","block_type":"box","text":"such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in","page_number":31,"box":{"x":59,"y":214,"width":829,"height":12}},{"id":"7df73f0f-d375-48b5-95bc-8776a715b1be","block_type":"box","text":"emerging market securities can be higher, sometimes significantly, than similar costs incurred in securities markets in","page_number":31,"box":{"x":59,"y":229,"width":821,"height":12}},{"id":"c50e90ab-48fd-4e63-bc6d-850a05ae6645","block_type":"box","text":"developed countries. Although some emerging markets have become more established and tend to issue securities of higher","page_number":31,"box":{"x":59,"y":244,"width":875,"height":13}},{"id":"844e73e4-0f93-4b92-9f03-9e8384c55490","block_type":"box","text":"credit quality, the markets for securities in other emerging market countries are in the earliest stages of their development,","page_number":31,"box":{"x":59,"y":259,"width":856,"height":13}},{"id":"c0ae7c0d-9cb7-41ec-9c42-a7763c8c46d6","block_type":"box","text":"and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in","page_number":31,"box":{"x":59,"y":274,"width":844,"height":13}},{"id":"1027fa9c-fe1d-4939-8c46-d235f997c343","block_type":"box","text":"emerging market countries may not be able to absorb, without price disruptions, a significant increase in trading volume or","page_number":31,"box":{"x":59,"y":290,"width":864,"height":12}},{"id":"1d1ec218-6aad-4870-b22a-b65708e19820","block_type":"box","text":"trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited","page_number":31,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"bae8e74a-a721-4509-85c8-a320924e920d","block_type":"box","text":"size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the","page_number":31,"box":{"x":59,"y":320,"width":803,"height":12}},{"id":"68d7570d-6904-4393-9951-415e25768bb7","block_type":"box","text":"soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who","page_number":31,"box":{"x":59,"y":335,"width":831,"height":12}},{"id":"bea51f5c-7bdf-40e6-a582-9e81852bb017","block_type":"box","text":"control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in","page_number":31,"box":{"x":59,"y":350,"width":855,"height":12}},{"id":"c6896653-2682-4ab5-b83b-c2bd119bd55e","block_type":"box","text":"such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of","page_number":31,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"041d5537-f04e-45d1-97f1-075301364582","block_type":"box","text":"emerging market country securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or","page_number":31,"box":{"x":59,"y":380,"width":872,"height":13}},{"id":"a66c8a12-aec5-4c7a-97ad-f84447131ef4","block_type":"box","text":"dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.","page_number":31,"box":{"x":59,"y":395,"width":707,"height":13}},{"id":"e66861e0-9d57-4b3b-a2aa-cde09d79f4c7","block_type":"box","text":"Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be","page_number":31,"box":{"x":59,"y":422,"width":826,"height":12}},{"id":"e0c7f735-6d42-460b-ac5a-b98a2d5bc42a","block_type":"box","text":"difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and","page_number":31,"box":{"x":59,"y":437,"width":835,"height":12}},{"id":"086f4e3c-d00c-4722-a1ef-d6700b0b94b8","block_type":"box","text":"private property may be weak or non-existent. Sudden changes in governments may result in policies which are less","page_number":31,"box":{"x":59,"y":452,"width":813,"height":12}},{"id":"1ab2fff6-71c2-422e-914c-b6326af655ea","block_type":"box","text":"favorable to investors such as policies designed to expropriate or nationalize “sovereign” assets. Certain emerging market","page_number":31,"box":{"x":59,"y":467,"width":849,"height":13}},{"id":"eee0ca07-2a08-48c2-9139-29e03e55390f","block_type":"box","text":"countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and","page_number":31,"box":{"x":59,"y":482,"width":868,"height":13}},{"id":"4e4cc133-2882-4468-b532-64d45d66a919","block_type":"box","text":"there can be no assurance that such expropriation will not occur in the future.","page_number":31,"box":{"x":59,"y":497,"width":546,"height":13}},{"id":"9a748809-9788-40bd-8311-8ee8cdb8d790","block_type":"box","text":"Investment in the securities markets of certain emerging market countries is restricted or controlled to varying degrees.","page_number":31,"box":{"x":60,"y":524,"width":834,"height":12}},{"id":"0a3a02eb-4dd1-477d-8f14-8535c018be9b","block_type":"box","text":"These restrictions may limit a Fund’s investment in certain emerging market countries and may increase the expenses of the","page_number":31,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"8cc3f2b3-111c-4de2-a890-8b0459ea1ca7","block_type":"box","text":"Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons or limit","page_number":31,"box":{"x":60,"y":554,"width":840,"height":13}},{"id":"c583217e-df3b-4684-b367-2a7e032b05cd","block_type":"box","text":"investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of","page_number":31,"box":{"x":60,"y":569,"width":827,"height":13}},{"id":"0233d63b-97b1-454e-b231-2ce695fc9b96","block_type":"box","text":"securities which may have less advantageous terms (including price) than securities of the company available for purchase","page_number":31,"box":{"x":59,"y":584,"width":860,"height":13}},{"id":"01428a50-3b8a-420a-aa44-6073e85d4bca","block_type":"box","text":"by nationals.","page_number":31,"box":{"x":60,"y":600,"width":86,"height":12}},{"id":"c690ae74-6761-4c9e-9aad-08def7ef4683","block_type":"box","text":"Many emerging market countries lack the social, political, and economic stability characteristic of the U.S. Political instability","page_number":31,"box":{"x":59,"y":626,"width":871,"height":12}},{"id":"d9f9f58d-e4b4-447f-9cac-2a52f06203ef","block_type":"box","text":"among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest,","page_number":31,"box":{"x":59,"y":641,"width":855,"height":12}},{"id":"afa4752b-0548-464f-a0a7-9cbc90fb60fa","block_type":"box","text":"labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i)","page_number":31,"box":{"x":60,"y":656,"width":870,"height":13}},{"id":"b8b594c7-6db6-4a5a-a350-ec2504122ac7","block_type":"box","text":"high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or","page_number":31,"box":{"x":60,"y":671,"width":742,"height":13}},{"id":"c6fce165-fcc0-46ec-9d9c-d4d88119f649","block_type":"box","text":"underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v)","page_number":31,"box":{"x":60,"y":686,"width":799,"height":13}},{"id":"aeefe680-1982-428a-b389-023b58d3a2c2","block_type":"box","text":"imposition of trade barriers.","page_number":31,"box":{"x":60,"y":702,"width":192,"height":12}},{"id":"e3c0d691-de45-46ba-a1dc-8c22e6c4c4c1","block_type":"box","text":"A Fund’s income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of","page_number":31,"box":{"x":59,"y":728,"width":861,"height":12}},{"id":"f9924150-eed0-44fd-ae65-6ee4d42e4fda","block_type":"box","text":"the emerging market countries in which it invests, and treaties between the U.S. and such countries may not be available in","page_number":31,"box":{"x":59,"y":743,"width":861,"height":12}},{"id":"90af2bbc-7838-4f6c-bbec-a90e102290ee","block_type":"box","text":"some cases to reduce the otherwise applicable tax rates.","page_number":31,"box":{"x":59,"y":758,"width":395,"height":13}},{"id":"06d1120a-ebc2-4b6b-823a-d87541e43181","block_type":"box","text":"Emerging markets also have different clearance and settlement procedures, and in certain of these emerging markets there","page_number":31,"box":{"x":60,"y":785,"width":859,"height":12}},{"id":"9a1b621c-693a-4c89-8e21-5b2575ba1158","block_type":"box","text":"have been times when settlements have been unable to keep pace with the volume of securities transactions, making it","page_number":31,"box":{"x":60,"y":800,"width":834,"height":12}},{"id":"e7de10ef-332f-41b2-bd78-f64b5cc35268","block_type":"box","text":"difficult to conduct such transactions.","page_number":31,"box":{"x":59,"y":815,"width":264,"height":10}},{"id":"808609e7-6ff6-4e0f-a4b6-ed3ed5a36f69","block_type":"box","text":"In the past, certain governments in emerging market countries have become overly reliant on the international capital","page_number":31,"box":{"x":60,"y":841,"width":821,"height":13}},{"id":"49aad21f-d257-4bef-a93e-926e086d596a","block_type":"box","text":"markets and other forms of foreign credit to finance large public spending programs, which in the past have caused huge","page_number":31,"box":{"x":60,"y":857,"width":848,"height":12}},{"id":"1ca4e420-3b4a-4d44-97c3-193480c96f07","block_type":"box","text":"budget deficits. Often, interest payments have become too overwhelming for a government to meet, representing a large","page_number":31,"box":{"x":60,"y":872,"width":845,"height":12}},{"id":"63a7848b-9101-4f77-8c31-bc3be6c7a81e","block_type":"box","text":"percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political","page_number":31,"box":{"x":59,"y":887,"width":872,"height":12}},{"id":"0b2116b6-3450-4800-88c0-894b57c42267","block_type":"box","text":"20","page_number":31,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1e09cb49-58f5-4c44-a99e-3a504042a6a7","block_type":"box","text":"parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these","page_number":32,"box":{"x":59,"y":67,"width":878,"height":12}},{"id":"d858c0e8-7349-43c0-9c6f-3509c30e95c5","block_type":"box","text":"funds for, among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign","page_number":32,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"414606f7-401b-48f5-a473-97c447da8120","block_type":"box","text":"governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary","page_number":32,"box":{"x":59,"y":97,"width":838,"height":12}},{"id":"56bfef61-8c39-4990-862b-35d5cceaf449","block_type":"box","text":"suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by","page_number":32,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"a45534c7-294c-4198-8626-9b65bfe313d4","block_type":"box","text":"foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of","page_number":32,"box":{"x":59,"y":127,"width":828,"height":12}},{"id":"92bfb6e6-7445-4431-9bf5-02683e80d9f5","block_type":"box","text":"borrowing, but their ability to borrow in the future as well.","page_number":32,"box":{"x":60,"y":142,"width":404,"height":13}},{"id":"50a1308e-83e9-4150-8284-037d08409a90","block_type":"box","text":"Risk of Investing in Europe.","page_number":32,"box":{"x":60,"y":169,"width":194,"height":12}},{"id":"a33b3252-5c49-4feb-8bac-b66ef6dff375","block_type":"box","text":"Investing in European countries exposes a Fund to the economic and political risks associated","page_number":32,"box":{"x":264,"y":169,"width":656,"height":12}},{"id":"e01c0ecd-7831-4e79-bcc6-a2db7848d3c4","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":184,"width":837,"height":12}},{"id":"d9d86f9b-0b10-4920-8890-c0e84a194c09","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":199,"width":865,"height":12}},{"id":"219c68e2-43b4-43b9-b9d8-dbbe444de34b","block_type":"box","text":"on other European countries. A Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":32,"box":{"x":59,"y":214,"width":822,"height":12}},{"id":"5553d1c0-6413-4c70-87c0-0e685436fd6e","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":229,"width":878,"height":12}},{"id":"602a7167-e577-4493-8685-97f6f8eba5ec","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":244,"width":824,"height":13}},{"id":"86f95e50-70fd-4c94-953f-ae4fd7cf77fd","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":259,"width":852,"height":13}},{"id":"fc384172-8aa5-4eea-a9aa-b3a8225e55ba","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":274,"width":822,"height":13}},{"id":"d15c3d57-9c87-456a-8f52-4cf2f8e9113c","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":290,"width":858,"height":12}},{"id":"6d90bd2a-f519-4e7c-a776-e882131941e5","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":305,"width":873,"height":12}},{"id":"52025f5f-6f8c-4851-bef5-990e6eec31df","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":320,"width":835,"height":12}},{"id":"1fad3303-da3a-41c9-ba64-a3faf12ebeb6","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":335,"width":877,"height":12}},{"id":"954ec2ab-b34c-4f77-9f6e-9ede91a47bf0","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":350,"width":803,"height":12}},{"id":"c7e4436d-998d-4e69-8615-76d8b2ee3f61","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":377,"width":870,"height":12}},{"id":"58a3b2c2-0795-450a-ae2c-17e9b5514f57","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":392,"width":832,"height":12}},{"id":"436a8000-a70b-4411-9cad-a03287018c91","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":407,"width":851,"height":12}},{"id":"091352e6-95e3-4cf1-8bc6-efa7ac9d6df7","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":422,"width":812,"height":12}},{"id":"29e40c5b-5afe-47d4-afcd-bd7e86ca404a","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":437,"width":814,"height":12}},{"id":"61cfbc52-559b-489f-bcf4-78380a25e1b9","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect a Fund’s investments. A default","page_number":32,"box":{"x":60,"y":452,"width":870,"height":12}},{"id":"358429b0-62ef-46c6-9e99-727fd33b3198","block_type":"box","text":"or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of credit","page_number":32,"box":{"x":59,"y":467,"width":849,"height":13}},{"id":"496d172c-371b-4a70-ab12-6c7d3b2b29a0","block_type":"box","text":"default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed above. In","page_number":32,"box":{"x":59,"y":482,"width":862,"height":13}},{"id":"4a35271d-ec6f-4286-a6ce-412b81eba8df","block_type":"box","text":"addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely affected","page_number":32,"box":{"x":59,"y":497,"width":872,"height":13}},{"id":"f4a5b90e-cd5b-42dc-bb7e-b7c6de806c2f","block_type":"box","text":"the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe,","page_number":32,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"5e8dcfb7-f8a0-463d-948c-09800d62e34f","block_type":"box","text":"including countries that do not use the euro and non-EU member states. Responses to the financial problems by European","page_number":32,"box":{"x":60,"y":528,"width":856,"height":12}},{"id":"de8f4ca1-ef16-4caa-ad9d-a519bf564966","block_type":"box","text":"governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may","page_number":32,"box":{"x":59,"y":543,"width":872,"height":12}},{"id":"4021945e-3044-46d9-963b-0906bd5d5ac5","block_type":"box","text":"result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further","page_number":32,"box":{"x":60,"y":558,"width":863,"height":12}},{"id":"63fe52e4-1e6a-46f5-87ec-e1ef5fdca18b","block_type":"box","text":"defaults or restructurings by governments and other entities of their debt could have additional adverse effects on","page_number":32,"box":{"x":59,"y":573,"width":797,"height":12}},{"id":"530cb6ff-155b-4358-b72a-b2b3a916367e","block_type":"box","text":"economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the","page_number":32,"box":{"x":59,"y":588,"width":851,"height":13}},{"id":"b465ff3c-4b87-4081-a077-36cd158e931a","block_type":"box","text":"euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear","page_number":32,"box":{"x":59,"y":603,"width":856,"height":13}},{"id":"c0f5064a-c72d-426e-a0dc-010fb50c659c","block_type":"box","text":"but could be significant and far-reaching and could adversely impact the value of a Fund’s investments in the region.","page_number":32,"box":{"x":60,"y":618,"width":815,"height":13}},{"id":"e14d3cd1-2671-445d-aa20-ae34b8226dcc","block_type":"box","text":"The U.K. left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory,","page_number":32,"box":{"x":59,"y":645,"width":860,"height":12}},{"id":"7a47c176-22db-4424-bfa3-1766d51dfd95","block_type":"box","text":"economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and","page_number":32,"box":{"x":59,"y":660,"width":842,"height":12}},{"id":"421894e8-3c5e-44cb-9e53-f360769962eb","block_type":"box","text":"financial markets.","page_number":32,"box":{"x":59,"y":675,"width":123,"height":10}},{"id":"e962598f-bf71-43b1-9975-538ee828a7c3","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":32,"box":{"x":59,"y":702,"width":864,"height":12}},{"id":"b7cda3ef-532b-45f9-a73f-bf0507a48e74","block_type":"box","text":"to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in","page_number":32,"box":{"x":59,"y":717,"width":849,"height":12}},{"id":"18cd7484-548c-4eaf-a96e-85ed7d527a38","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":32,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"84e6111d-15f2-45cf-8315-9a277ec5ffd1","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":32,"box":{"x":59,"y":747,"width":819,"height":12}},{"id":"b1e3c26b-96f2-421e-9f69-0c2e611e0b66","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":32,"box":{"x":59,"y":762,"width":845,"height":12}},{"id":"1a2e4e81-4b0e-4468-8839-91f42a2cd0ab","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":32,"box":{"x":59,"y":777,"width":873,"height":13}},{"id":"d2d1ff2b-0f6b-4bd2-8ec7-e812d1350577","block_type":"box","text":"financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect","page_number":32,"box":{"x":59,"y":792,"width":875,"height":13}},{"id":"e7e7f718-4a43-4552-9d33-96600de3bdf5","block_type":"box","text":"the value and liquidity of a Fund’s investments.","page_number":32,"box":{"x":59,"y":807,"width":328,"height":13}},{"id":"47b80ace-c21b-4361-abc9-40ea4ef7c906","block_type":"box","text":"Russian Invasion of Ukraine","page_number":32,"box":{"x":59,"y":834,"width":191,"height":11}},{"id":"0f80ed3d-8654-4089-8eaa-2dbe24a8d2ec","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":32,"box":{"x":251,"y":834,"width":681,"height":12}},{"id":"84d162aa-e15b-41fe-be12-6b61599bd16b","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":32,"box":{"x":59,"y":849,"width":870,"height":12}},{"id":"06cb866c-5e2e-4e97-8e3b-5d77e7443034","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":32,"box":{"x":59,"y":864,"width":879,"height":12}},{"id":"324c6d9b-f1f5-46f0-8d79-481ac479217e","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":32,"box":{"x":60,"y":879,"width":869,"height":13}},{"id":"94a87b33-83c4-4a8d-a663-459a25e83a34","block_type":"box","text":"21","page_number":32,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"dd2496d6-a82d-4863-9eb7-37c569c35a86","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":67,"width":811,"height":12}},{"id":"d62a61be-08e1-4dc1-9d93-b1f094f45c75","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":82,"width":863,"height":12}},{"id":"bb1a2c10-1ce8-4f23-815c-751082c00569","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which a Fund invests, or the","page_number":33,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"a2393bde-0c31-4694-8f30-bd5ee98065e3","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":112,"width":879,"height":12}},{"id":"3701d298-f863-48c1-8b23-bd59ea9a63b5","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":127,"width":858,"height":12}},{"id":"883ef5a3-cff7-43ab-b0cf-db50ded68a0c","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":33,"box":{"x":60,"y":142,"width":467,"height":13}},{"id":"7157c508-1359-4d4f-8696-cf016bc104e4","block_type":"box","text":"Risk of Investing in Japan.","page_number":33,"box":{"x":60,"y":169,"width":183,"height":12}},{"id":"805c9d14-cea4-445c-83d4-4e68166dfc57","block_type":"box","text":"Japan may be subject to political, economic, labor and other risks. Any of these risks, individually","page_number":33,"box":{"x":252,"y":169,"width":676,"height":12}},{"id":"8ffd7c32-2e61-486c-a2a4-005469bde0f2","block_type":"box","text":"or in the aggregate, can impact an investment made in Japan.","page_number":33,"box":{"x":59,"y":184,"width":429,"height":12}},{"id":"36f055c0-ac36-498a-ae94-3ec411d9bb03","block_type":"box","text":"Currency Risk","page_number":33,"box":{"x":59,"y":210,"width":96,"height":13}},{"id":"1f7997cf-08ed-4a47-b784-1bb6c9aaecc4","block_type":"box","text":". The Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports","page_number":33,"box":{"x":155,"y":210,"width":763,"height":13}},{"id":"0749e6f4-fe72-4514-a60e-ac9997af11ba","block_type":"box","text":"that could weaken the Japanese economy. Japan has, in the past, intervened in the currency markets to attempt to maintain","page_number":33,"box":{"x":59,"y":225,"width":862,"height":13}},{"id":"e8f979ba-1fd0-49ec-ab95-5c53bad8f78a","block_type":"box","text":"or reduce the value of the yen. Japanese intervention in the currency markets could cause the value of the yen to fluctuate","page_number":33,"box":{"x":59,"y":240,"width":852,"height":13}},{"id":"538e91e7-a4e5-4e24-a30d-62c5d14c1ceb","block_type":"box","text":"sharply and unpredictably and could cause losses to investors.","page_number":33,"box":{"x":59,"y":256,"width":436,"height":12}},{"id":"3ca4487e-ce11-444f-b281-50e76112f8c1","block_type":"box","text":"Economic Risk","page_number":33,"box":{"x":59,"y":282,"width":101,"height":10}},{"id":"9a07c570-fdb8-46de-8f40-3277fde0c28f","block_type":"box","text":". The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed","page_number":33,"box":{"x":160,"y":282,"width":753,"height":12}},{"id":"52e68db2-3838-4f9b-9d14-3ca40989f4cc","block_type":"box","text":"economies. Since 2000, Japan’s economic growth rate has generally remained low relative to other advanced economies, and","page_number":33,"box":{"x":59,"y":297,"width":877,"height":13}},{"id":"58d3cd96-dfb8-412b-b023-675a14a63743","block_type":"box","text":"it may remain low in the future. The Japanese economy is heavily dependent on international trade and has been adversely","page_number":33,"box":{"x":60,"y":312,"width":857,"height":13}},{"id":"9b64e7bb-e003-44c6-ad12-990d7c2d7a29","block_type":"box","text":"affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic conditions","page_number":33,"box":{"x":59,"y":327,"width":864,"height":13}},{"id":"4316bb01-b496-4eb3-b75d-67dbe7db62a2","block_type":"box","text":"of its trading partners. Japan is also heavily dependent on oil imports, and higher commodity prices could therefore have a","page_number":33,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"9124999a-01ef-4776-b402-bac7c6065103","block_type":"box","text":"negative impact on the Japanese economy.","page_number":33,"box":{"x":60,"y":358,"width":297,"height":12}},{"id":"d835331a-35fb-4b7a-a8c9-837934fb6672","block_type":"box","text":"Geographic Risk","page_number":33,"box":{"x":59,"y":384,"width":113,"height":12}},{"id":"68d86f00-4d45-4c56-ac0e-2b8f66f56e7d","block_type":"box","text":". Natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could occur in Japan or","page_number":33,"box":{"x":173,"y":384,"width":756,"height":12}},{"id":"a384d449-9195-41df-84da-fe0e3589890b","block_type":"box","text":"surrounding areas and could negatively affect the Japanese economy, and, in turn, could negatively affect a Fund.","page_number":33,"box":{"x":59,"y":399,"width":791,"height":13}},{"id":"c0332ef3-520c-4b3a-8f7e-8bd4b67f05ec","block_type":"box","text":"Labor Risk","page_number":33,"box":{"x":59,"y":426,"width":73,"height":9}},{"id":"7d9d2a92-5415-437a-b083-d7057b6e43d9","block_type":"box","text":". Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor","page_number":33,"box":{"x":132,"y":426,"width":791,"height":12}},{"id":"3e41feaf-b6dc-4da2-be37-d54bc34bf7a9","block_type":"box","text":"market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime","page_number":33,"box":{"x":60,"y":441,"width":844,"height":12}},{"id":"f0122e1a-958d-43b6-ba28-d635c615611b","block_type":"box","text":"employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic","page_number":33,"box":{"x":59,"y":456,"width":786,"height":12}},{"id":"1bac96da-aed6-470b-8b2b-60af8d536893","block_type":"box","text":"competitiveness.","page_number":33,"box":{"x":59,"y":472,"width":117,"height":11}},{"id":"c2c2dc21-0b9d-4e7e-9825-47f9a19bfc74","block_type":"box","text":"Large Government and Corporate Debt Risk","page_number":33,"box":{"x":59,"y":497,"width":306,"height":13}},{"id":"afdf578e-688f-4548-86c4-93ff734c1904","block_type":"box","text":". The Japanese economy faces several concerns, including a financial system with","page_number":33,"box":{"x":365,"y":497,"width":568,"height":13}},{"id":"e6d3c2c5-79af-4ec1-9376-39c37770babb","block_type":"box","text":"large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major","page_number":33,"box":{"x":60,"y":513,"width":799,"height":12}},{"id":"3eb732e8-5252-45ae-bb6b-8f2441a12ed3","block_type":"box","text":"corporations, a changing corporate governance structure, and large government deficits. These issues may cause a","page_number":33,"box":{"x":59,"y":528,"width":807,"height":12}},{"id":"5818ed5e-e39e-47e7-90d2-8624a297caa2","block_type":"box","text":"slowdown of the Japanese economy.","page_number":33,"box":{"x":59,"y":543,"width":254,"height":12}},{"id":"edcfe494-26bb-467e-9c72-311207a69e62","block_type":"box","text":"Political Risk","page_number":33,"box":{"x":59,"y":569,"width":88,"height":10}},{"id":"bb72643d-2c97-4c22-9dbd-db5fff38fd0b","block_type":"box","text":". Historically, Japan has had unpredictable national politics and may experience frequent political turnover. Future","page_number":33,"box":{"x":147,"y":569,"width":789,"height":13}},{"id":"5cb6c60e-7e65-4673-b88e-d9287c2e459c","block_type":"box","text":"political developments may lead to changes in policy that might adversely affect a Fund’s investments. In addition, China has","page_number":33,"box":{"x":59,"y":584,"width":874,"height":13}},{"id":"72042f92-296a-46dd-9002-50f082ba5f9e","block_type":"box","text":"become an important trading partner with Japan. Japan’s political relationship with China, however, has been strained. Should","page_number":33,"box":{"x":60,"y":600,"width":876,"height":12}},{"id":"9a2cfaa3-7b82-4bb9-a395-a882799432f0","block_type":"box","text":"political tension increase, it could adversely affect the Japanese economy and destabilize the region as a whole.","page_number":33,"box":{"x":59,"y":615,"width":774,"height":12}},{"id":"78b8ff50-9d39-41f6-bbd6-86fdd03f81a4","block_type":"box","text":"Security Risk.","page_number":33,"box":{"x":58,"y":641,"width":92,"height":12}},{"id":"39a7f1b5-8e0f-487a-8b23-d58e9040fe69","block_type":"box","text":"Japan’s relations with its neighbors, particularly China, North Korea, South Korea and Russia, have at times been","page_number":33,"box":{"x":155,"y":641,"width":780,"height":12}},{"id":"63d6a1ca-7fab-4013-9c0c-f3734b637636","block_type":"box","text":"strained due to territorial disputes, historical animosities and defense concerns. Most recently, the Japanese government has","page_number":33,"box":{"x":59,"y":656,"width":870,"height":13}},{"id":"9c9cad5c-96ca-484e-ac40-98a95b48d21e","block_type":"box","text":"shown concern over the increased nuclear and military activity by North Korea and China. Strained relations may cause","page_number":33,"box":{"x":59,"y":671,"width":832,"height":13}},{"id":"a87cd1d3-b732-4101-89f9-d829268b411e","block_type":"box","text":"uncertainty in the Japanese markets and adversely affect the overall Japanese economy, particularly in times of crisis.","page_number":33,"box":{"x":60,"y":686,"width":812,"height":13}},{"id":"eb07f397-486a-43dc-8adc-20479afa46f8","block_type":"box","text":"Risk of Investing in North America.","page_number":33,"box":{"x":60,"y":713,"width":249,"height":12}},{"id":"7bcfd75f-917b-4373-a574-8f86760e8d0d","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations or an economic recession","page_number":33,"box":{"x":318,"y":713,"width":619,"height":12}},{"id":"49bbf786-118d-462b-b5b4-4cd93435854c","block_type":"box","text":"in any North American country can have a significant economic effect on the entire North American region and on some or","page_number":33,"box":{"x":60,"y":728,"width":862,"height":12}},{"id":"a5675e06-476c-4d42-a0c1-f72fb6638356","block_type":"box","text":"all of the North American countries in which a Fund invests.","page_number":33,"box":{"x":59,"y":743,"width":418,"height":10}},{"id":"6b6045c7-9bb6-4b82-a9dc-c013264e642b","block_type":"box","text":"The U.S. is Canada’s and Mexico’s largest trading and investment partner. The Canadian and Mexican economies are","page_number":33,"box":{"x":59,"y":770,"width":817,"height":12}},{"id":"b88d31dd-0069-4585-b342-6b7734048b7b","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of NAFTA in 1994 among Canada, the","page_number":33,"box":{"x":59,"y":785,"width":869,"height":12}},{"id":"a18005c1-e843-4c0c-9f78-b058ff90e5dd","block_type":"box","text":"U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments","page_number":33,"box":{"x":60,"y":800,"width":812,"height":12}},{"id":"925c8b0e-f3bb-4465-ac89-895d258f1877","block_type":"box","text":"including the implementation of tariffs by the U.S., and the renegotiation of NAFTA in the form of the United States-Mexico","page_number":33,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"15415725-ee38-4db8-9aa3-265c1d5a08da","block_type":"box","text":"Canada Agreement (“USMCA”), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic","page_number":33,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"8e7abce3-b7b9-4d2d-b23b-de6e2629589d","block_type":"box","text":"outlook and, as a result, the value of securities held by a Fund. Policy and legislative changes in one country may have a","page_number":33,"box":{"x":59,"y":845,"width":835,"height":13}},{"id":"0eae4948-8ed9-49c4-9ba4-86ca6f8c9e6f","block_type":"box","text":"significant effect on North American markets generally, as well as on the value of certain securities held by a Fund.","page_number":33,"box":{"x":59,"y":860,"width":798,"height":13}},{"id":"bd433d58-9e38-412f-a353-897a03814189","block_type":"box","text":"22","page_number":33,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"159c5e67-1aac-4e04-955d-4b1aaa2d8707","block_type":"box","text":"Risk of Investing in the United Kingdom.","page_number":34,"box":{"x":60,"y":67,"width":288,"height":12}},{"id":"c1c9369a-c1ba-4065-b6fe-f6b1384965b6","block_type":"box","text":"Investment in U.K. issuers will subject a Fund to regulatory, political, currency,","page_number":34,"box":{"x":358,"y":67,"width":540,"height":12}},{"id":"577c00fe-45aa-43dd-a36c-30b7150781dd","block_type":"box","text":"security, and economic risks specific to the U.K. The U.K. economy relies heavily on the export of financial services to the U.S.","page_number":34,"box":{"x":59,"y":82,"width":873,"height":12}},{"id":"a3250669-710d-488a-8641-965967a2a113","block_type":"box","text":"and other European countries. A prolonged slowdown in the financial services sector may have a negative impact on the","page_number":34,"box":{"x":59,"y":97,"width":843,"height":12}},{"id":"f3de8371-8921-4817-bcb1-bcd0582b27a0","block_type":"box","text":"U.K.’s economy. In the past, the U.K. has been a target of terrorism. Acts of terrorism in the U.K. or against U.K. interests","page_number":34,"box":{"x":60,"y":112,"width":833,"height":12}},{"id":"997f199d-920b-4420-bca4-fd4078c2bb0e","block_type":"box","text":"abroad may cause uncertainty in the U.K. financial markets and adversely affect the performance of the issuers to which a","page_number":34,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"f41a05a8-2b1f-4a63-b89d-1d9fb2f7bcc3","block_type":"box","text":"Fund has exposure. Secessionist movements, such as the Catalan movement in Spain and the independence movement in","page_number":34,"box":{"x":60,"y":142,"width":854,"height":13}},{"id":"5594abc2-0a55-4c1d-8de4-adc56516184f","block_type":"box","text":"Scotland, may have an adverse effect on the U.K. economy.","page_number":34,"box":{"x":59,"y":157,"width":410,"height":13}},{"id":"4080deb0-35e3-4d07-af97-abf4100a092c","block_type":"box","text":"On January 31, 2020, the U.K. officially left the EU (Brexit), subject to a transitional period that ended December 31, 2020. The","page_number":34,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"301bfcfb-be3e-45eb-bdab-18dca968b1cf","block_type":"box","text":"U.K. and EU have reached an agreement on the terms of their future trading relationship effective January 1, 2021, which","page_number":34,"box":{"x":60,"y":199,"width":839,"height":12}},{"id":"bf6b3d20-41c5-415c-bb69-500473cc25dd","block_type":"box","text":"principally relates to the trading of goods rather than services, including financial services. Further discussions are to be held","page_number":34,"box":{"x":59,"y":214,"width":871,"height":12}},{"id":"89aead77-bb1c-4158-a1d5-2b9b06b261e8","block_type":"box","text":"between the U.K. and the EU in relation to matters not covered by the trade agreement, such as financial services. A Fund will","page_number":34,"box":{"x":60,"y":229,"width":874,"height":12}},{"id":"5d56f862-3fb7-4e5c-a732-96798211fbb1","block_type":"box","text":"face risks associated with the potential uncertainty and consequences that may follow Brexit, including with respect to","page_number":34,"box":{"x":59,"y":244,"width":831,"height":13}},{"id":"740a14a1-89c0-44da-9ac9-827d2322521a","block_type":"box","text":"volatility in exchange rates and interest rates. Brexit could adversely affect European or worldwide political, regulatory,","page_number":34,"box":{"x":59,"y":259,"width":824,"height":13}},{"id":"afbb250d-fef7-4756-ab5a-28ed54ff58e0","block_type":"box","text":"economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and","page_number":34,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"1dea447c-4b3f-4108-9b12-5c04a956bc2d","block_type":"box","text":"financial markets. Brexit has also led to legal uncertainty and could lead to politically divergent national laws and regulations","page_number":34,"box":{"x":59,"y":290,"width":870,"height":12}},{"id":"0e305724-efad-4bbd-a4ae-63c0c9d372d2","block_type":"box","text":"as a new relationship between the U.K. and EU is defined and the U.K. determines which EU laws to replace or replicate. Any","page_number":34,"box":{"x":59,"y":305,"width":866,"height":12}},{"id":"8246f4f5-f603-4533-8f8c-35323d441209","block_type":"box","text":"of these effects of Brexit could adversely affect any of the companies to which a Fund has exposure and any other assets that","page_number":34,"box":{"x":59,"y":320,"width":876,"height":12}},{"id":"ece1bbaa-f401-4e69-ab79-275e9d167ab0","block_type":"box","text":"a Fund invests in. The political, economic and legal consequences of Brexit are not yet known. In the short term, financial","page_number":34,"box":{"x":59,"y":335,"width":846,"height":12}},{"id":"7a9fb2f4-fd0a-476e-9da9-44cd7fab443e","block_type":"box","text":"markets may experience heightened volatility, particularly those in the U.K. and Europe, but possibly worldwide. The U.K. and","page_number":34,"box":{"x":60,"y":350,"width":871,"height":12}},{"id":"65fd05bc-8967-45b5-bc14-179ca3a8a539","block_type":"box","text":"Europe may be less stable than they have been in recent years, and investments in the U.K. and the EU may be difficult to","page_number":34,"box":{"x":60,"y":365,"width":842,"height":13}},{"id":"4f39259a-2a8d-4818-a16d-9793a0c26981","block_type":"box","text":"value or subject to greater or more frequent volatility. In the longer term, there is likely to be a period of significant political,","page_number":34,"box":{"x":59,"y":380,"width":859,"height":13}},{"id":"b9b19cab-fea6-4bed-b0ef-b176a78db8d2","block_type":"box","text":"regulatory and commercial uncertainty as the U.K. continues to negotiate the terms of its future trading relationships.","page_number":34,"box":{"x":60,"y":395,"width":822,"height":13}},{"id":"2c101325-9ab0-47d7-8e80-2f7dcac05f9a","block_type":"box","text":"Recently, the U.K.’s real estate sector has experienced significant volatility and declines in the value of many real estate","page_number":34,"box":{"x":60,"y":411,"width":826,"height":12}},{"id":"adc1836e-9c23-423b-a380-138c9d5971b6","block_type":"box","text":"securities, including real estate funds, real estate investment trusts (“REITs”) and real estate holding companies. Increased","page_number":34,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"b8ca0329-cb8d-4778-9b20-da6e2f490a3c","block_type":"box","text":"volatility and investor redemption requests in real estate funds may result in the continued decline in the value and liquidity","page_number":34,"box":{"x":59,"y":441,"width":862,"height":12}},{"id":"7771bb34-5c50-44ea-bf7b-a7251e03bf2b","block_type":"box","text":"of real estate securities, which may impair the ability of a Fund to buy, sell, receive or deliver those securities.","page_number":34,"box":{"x":59,"y":456,"width":758,"height":12}},{"id":"6043fc16-3301-4428-b5cf-ddd19476cf17","block_type":"box","text":"U.S. Economic Trading Partners Risk.","page_number":34,"box":{"x":60,"y":482,"width":264,"height":13}},{"id":"febe8914-bce1-4994-b22a-3deb352362fb","block_type":"box","text":"The U.S. is a significant, and in some cases the most significant, trading partner of, or","page_number":34,"box":{"x":333,"y":482,"width":596,"height":13}},{"id":"0d305485-5539-4439-833b-c09119bb283b","block_type":"box","text":"foreign investor in, certain countries in which a Fund invests. As a result, economic conditions of such countries may be","page_number":34,"box":{"x":59,"y":497,"width":838,"height":13}},{"id":"681710ec-0b38-4d84-9ef5-2fad4229e065","block_type":"box","text":"particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial","page_number":34,"box":{"x":59,"y":513,"width":804,"height":12}},{"id":"340721b4-8a44-470b-aae8-22ae92683c5a","block_type":"box","text":"regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material","page_number":34,"box":{"x":60,"y":528,"width":838,"height":12}},{"id":"6d9c1e2a-ca43-42ec-ad17-8da95417840b","block_type":"box","text":"adverse effect on a country’s economic conditions and, as a result, securities to which a Fund has exposure. Circumstances","page_number":34,"box":{"x":59,"y":543,"width":863,"height":12}},{"id":"ae95a787-8f82-490b-86a5-9d6cc6e7204f","block_type":"box","text":"could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the","page_number":34,"box":{"x":59,"y":558,"width":838,"height":12}},{"id":"8a29a1e5-0c4a-4766-9ca4-f3dad4c28b4d","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the","page_number":34,"box":{"x":60,"y":573,"width":873,"height":12}},{"id":"c7988e57-649c-4e4c-9c86-0dddcdf98a62","block_type":"box","text":"global financial system.","page_number":34,"box":{"x":59,"y":588,"width":163,"height":13}},{"id":"c5fb2a1b-9abf-4097-92af-642a8ef53e5a","block_type":"box","text":"There are strained relations between the U.S. and a number of foreign countries. If these relations were to worsen, it could","page_number":34,"box":{"x":59,"y":615,"width":854,"height":12}},{"id":"46e0b272-7f7a-46a9-b703-5fce489f7acf","block_type":"box","text":"adversely affect U.S. issuers as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased","page_number":34,"box":{"x":59,"y":630,"width":874,"height":12}},{"id":"ff9107bc-ff5f-4386-9e3a-a2b8f62dcfba","block_type":"box","text":"internal unrest and discord. If this trend were to continue, it may have an adverse impact on the U.S. economy and many of","page_number":34,"box":{"x":60,"y":645,"width":862,"height":12}},{"id":"5a54639a-e7f4-47ea-a8d5-d69d7995730f","block_type":"box","text":"the issuers in which a Fund invests.","page_number":34,"box":{"x":59,"y":660,"width":246,"height":10}},{"id":"ee45fe73-5d19-46b8-b356-9c9022b81564","block_type":"box","text":"Risk of Investing in the Aerospace and Defense Industry.","page_number":34,"box":{"x":60,"y":686,"width":406,"height":13}},{"id":"6e8fd625-fe08-4e2b-8681-7d84b8be7b63","block_type":"box","text":"The aerospace and defense industry can be significantly affected","page_number":34,"box":{"x":474,"y":686,"width":453,"height":13}},{"id":"32bdd06a-026c-49cb-a0f2-972b54267585","block_type":"box","text":"by government defense and aerospace regulation and spending policies. The aerospace industry in particular has recently","page_number":34,"box":{"x":60,"y":702,"width":851,"height":12}},{"id":"37ef329c-285a-4949-a3eb-145e6aacdaf9","block_type":"box","text":"been affected by adverse economic conditions and consolidation within the industry.","page_number":34,"box":{"x":60,"y":717,"width":592,"height":12}},{"id":"527343a1-4ee3-46d2-b8bf-7d42c29ae853","block_type":"box","text":"Risk of Investing in the Automotive Sub-Industry.","page_number":34,"box":{"x":60,"y":743,"width":353,"height":12}},{"id":"0a2a20e8-0eb5-48da-a53f-59e7a9fc534b","block_type":"box","text":"The automotive sub-industry can be highly cyclical, and companies in the","page_number":34,"box":{"x":422,"y":743,"width":516,"height":12}},{"id":"d3b98e1c-0c33-41af-a527-ac1348be6d25","block_type":"box","text":"automotive sub-industry may suffer periodic losses. The automotive sub-industry is also highly competitive and there may","page_number":34,"box":{"x":59,"y":758,"width":858,"height":13}},{"id":"f7d2d5e8-9e31-41ff-99f5-c39d5265b065","block_type":"box","text":"be, at times, excess capacity in the global and domestic automotive sub-industry. Over the last several decades, the U.S.","page_number":34,"box":{"x":60,"y":773,"width":836,"height":13}},{"id":"62373d64-558f-4fcd-80cc-ed880cac72d6","block_type":"box","text":"automotive sub-industry has experienced periodic downturns; certain automotive companies required stimulus from the U.S.","page_number":34,"box":{"x":59,"y":788,"width":877,"height":13}},{"id":"ee9652fb-3f84-43ca-a69e-c08428b7145d","block_type":"box","text":"government, while others formed strategic industry alliances in order to weather the substantially difficult market conditions.","page_number":34,"box":{"x":59,"y":804,"width":875,"height":12}},{"id":"054759f1-5740-4412-97ae-a7106207a861","block_type":"box","text":"In general, the automotive sub-industry is susceptible to labor disputes, product defect litigation, patent expiration, increased","page_number":34,"box":{"x":60,"y":819,"width":875,"height":12}},{"id":"57e2081e-7864-4a5c-98e6-166fcde5813d","block_type":"box","text":"pension liabilities, rise in material or component prices and changing consumer tastes.","page_number":34,"box":{"x":59,"y":834,"width":606,"height":12}},{"id":"272ba86b-1be2-495f-9ffd-65875f465979","block_type":"box","text":"23","page_number":34,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ae82f5bd-6a06-42c8-a9ce-f40c8be0e759","block_type":"box","text":"Risk of Investing in the Basic Materials Industry.","page_number":35,"box":{"x":60,"y":67,"width":343,"height":12}},{"id":"0b7ec309-7a43-434a-89b0-2627258a5b8e","block_type":"box","text":"Issuers in the basic materials industry could be adversely affected by","page_number":35,"box":{"x":413,"y":67,"width":478,"height":12}},{"id":"6178e68c-b2ce-4294-9188-87d48406e7ee","block_type":"box","text":"commodity price volatility, inflation, exchange rate fluctuations, social and political unrest, import controls and increased","page_number":35,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"87058b94-5c27-4cda-b677-43e5b36bc130","block_type":"box","text":"competition. Companies in the basic materials industry may be subject to swift fluctuations in supply and demand.","page_number":35,"box":{"x":59,"y":97,"width":805,"height":12}},{"id":"577a0509-cc5d-43fe-aed4-e8dfd3ff3285","block_type":"box","text":"Fluctuations may be caused by events relating to political and economic developments, the environmental impact of basic","page_number":35,"box":{"x":60,"y":112,"width":854,"height":12}},{"id":"1b489106-3728-448f-8a9b-1f15e120d0e6","block_type":"box","text":"materials operations, and the success of exploration projects. Production of industrial materials often exceeds demand as a","page_number":35,"box":{"x":60,"y":127,"width":862,"height":12}},{"id":"a2f457ee-9b4f-4b52-b0a0-afb093040d3a","block_type":"box","text":"result of over-building or economic downturns, leading to poor investment returns. Issuers in the basic materials industry are","page_number":35,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"7d7f48e7-8c85-4e22-9cb3-f3bcb0e408ec","block_type":"box","text":"at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, delays","page_number":35,"box":{"x":59,"y":157,"width":874,"height":13}},{"id":"3b7ed776-5745-4426-829d-c71073ddecdd","block_type":"box","text":"in technical progress, labor relations, tax and government regulations related to changes to, among other things, energy and","page_number":35,"box":{"x":60,"y":172,"width":870,"height":13}},{"id":"ff5ef374-702e-4044-820f-b12d32680350","block_type":"box","text":"environmental policies.","page_number":35,"box":{"x":59,"y":188,"width":161,"height":12}},{"id":"84fec246-eec0-49fa-a4b4-d793899eec9d","block_type":"box","text":"Risk of Investing in the Biotechnology Industry.","page_number":35,"box":{"x":60,"y":214,"width":339,"height":12}},{"id":"c61680c2-5285-47e1-b917-4c81d7d4a1b1","block_type":"box","text":"Biotechnology companies depend on the successful development of new","page_number":35,"box":{"x":409,"y":214,"width":512,"height":12}},{"id":"faaac338-7ae5-462f-8188-c644f554036f","block_type":"box","text":"and proprietary technologies. There can be no assurance that the development of new technologies will be successful or that","page_number":35,"box":{"x":59,"y":229,"width":878,"height":12}},{"id":"c510146f-65f7-4acc-8b05-02f546a953ca","block_type":"box","text":"intellectual property rights will be obtained with respect to new technologies. The loss or impairment of intellectual property","page_number":35,"box":{"x":60,"y":244,"width":871,"height":13}},{"id":"f6a5530d-8815-4f32-ac9c-07b95c388bed","block_type":"box","text":"rights may adversely affect the profitability of biotechnology companies. In addition, companies in the biotechnology","page_number":35,"box":{"x":60,"y":259,"width":818,"height":13}},{"id":"7525ede0-8fea-41fd-9578-d8e5ad9e415b","block_type":"box","text":"industry spend heavily on research and development and their products or services may not prove commercially successful","page_number":35,"box":{"x":60,"y":274,"width":861,"height":13}},{"id":"3872f8d1-beb8-4517-b097-f9ad58ebca31","block_type":"box","text":"or may become obsolete quickly. The risks of high development costs may be exacerbated by the inability to raise prices as a","page_number":35,"box":{"x":59,"y":290,"width":872,"height":12}},{"id":"7608755c-364b-4093-9d5c-47811457645c","block_type":"box","text":"result of managed care pressure, government regulation or price controls. Biotechnology companies can suffer persistent","page_number":35,"box":{"x":60,"y":305,"width":849,"height":12}},{"id":"7eef1e41-324a-4318-989e-3100601dd729","block_type":"box","text":"losses during the transition of new products from development to production or when products are or may be subject to","page_number":35,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"349bd8e0-8956-4eca-ab6e-b6c17d2c6232","block_type":"box","text":"regulatory approval processes or regulatory scrutiny and, as a consequence, the earnings of biotechnology companies may","page_number":35,"box":{"x":60,"y":335,"width":861,"height":12}},{"id":"64f26ad7-ed95-4ff1-89e8-525f1710e640","block_type":"box","text":"be erratic. Companies in the biotechnology industry are also exposed to the risk that they will be subject to products liability","page_number":35,"box":{"x":60,"y":350,"width":867,"height":12}},{"id":"d0c76913-5777-4eb1-856a-df137a42f9fa","block_type":"box","text":"claims. Companies involved in the biotechnology industry may be subject to extensive government regulations by the U.S.","page_number":35,"box":{"x":59,"y":365,"width":852,"height":13}},{"id":"d4995c41-94d6-4599-bed1-2603d017d05c","block_type":"box","text":"Food and Drug Administration, the U.S. Environmental Protection Agency and the U.S. Department of Agriculture, among","page_number":35,"box":{"x":60,"y":380,"width":849,"height":13}},{"id":"e1125cbb-6bec-4590-a322-8c807422d15e","block_type":"box","text":"other foreign and domestic regulators. Such regulation may significantly affect and limit biotechnology research, product","page_number":35,"box":{"x":59,"y":395,"width":848,"height":13}},{"id":"9c3f1042-7efb-4db9-b0f3-944effebb107","block_type":"box","text":"development and approval of products.","page_number":35,"box":{"x":59,"y":411,"width":275,"height":12}},{"id":"11f683f0-f5dc-4825-94f1-1ff163510776","block_type":"box","text":"Risk of Investing in the Communication Services Sector.","page_number":35,"box":{"x":60,"y":437,"width":400,"height":12}},{"id":"c0b49a89-4900-4487-8b4f-06036ba94fcf","block_type":"box","text":"The communication services sector consists of both companies in","page_number":35,"box":{"x":469,"y":437,"width":463,"height":12}},{"id":"090e252f-8305-442b-bc74-d385ec218cf1","block_type":"box","text":"the telecommunication services industry as well as those in the media and entertainment industry. Examples of companies in","page_number":35,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"03b77954-ff31-4f23-b47c-f2bec4dc9e67","block_type":"box","text":"the telecommunication services industry group include providers of fiber-optic, fixed-line, cellular and wireless","page_number":35,"box":{"x":59,"y":467,"width":773,"height":13}},{"id":"dc5caf6c-538e-4e3f-8cfb-0a7027243ebc","block_type":"box","text":"telecommunications networks. Companies in the media and entertainment industry group encompass a variety of services","page_number":35,"box":{"x":59,"y":482,"width":860,"height":13}},{"id":"bc2067bf-429c-4e0d-81c1-737cdc2d7caf","block_type":"box","text":"and products including television broadcasting, gaming products, social media, networking platforms, online classifieds,","page_number":35,"box":{"x":59,"y":497,"width":842,"height":13}},{"id":"6b82560a-f2d0-48d8-85f4-9c7910e7fecd","block_type":"box","text":"online review websites, and Internet search engines. Companies in the communication services sector may be affected by","page_number":35,"box":{"x":59,"y":513,"width":852,"height":12}},{"id":"76ba5bb7-7ffe-4d31-be31-b425012eb88a","block_type":"box","text":"industry competition, substantial capital requirements, government regulation, and obsolescence of communications","page_number":35,"box":{"x":60,"y":528,"width":822,"height":12}},{"id":"9933fda6-88ef-4581-b0b2-611896365f8e","block_type":"box","text":"products and services due to technological advancement. Fluctuating domestic and international demand, shifting","page_number":35,"box":{"x":59,"y":543,"width":803,"height":12}},{"id":"13011205-bdcf-4bac-b1a7-60532e79d803","block_type":"box","text":"demographics and often unpredictable changes in consumer tastes can drastically affect a communication services","page_number":35,"box":{"x":59,"y":558,"width":809,"height":12}},{"id":"690d57e4-81c9-4ed3-be2c-fe51d1a782fd","block_type":"box","text":"company’s profitability. In addition, while all companies may be susceptible to network security breaches, certain companies","page_number":35,"box":{"x":59,"y":573,"width":871,"height":12}},{"id":"9367262a-203c-4155-9edc-66c0a3a5fadb","block_type":"box","text":"in the communication services sector may be particular targets of hacking and potential theft of proprietary or consumer","page_number":35,"box":{"x":60,"y":588,"width":848,"height":13}},{"id":"6642b058-e30b-457d-9175-072f8f01782a","block_type":"box","text":"information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":35,"box":{"x":60,"y":603,"width":701,"height":13}},{"id":"b9d7aac3-fc17-42d9-9f11-6231c20e1c09","block_type":"box","text":"The communication services sector of a country’s economy is often subject to extensive government regulation. The costs of","page_number":35,"box":{"x":59,"y":630,"width":879,"height":12}},{"id":"a201102e-7819-4b6c-8a2c-5bf04ee62466","block_type":"box","text":"complying with governmental regulations, delays or failure to receive required regulatory approvals, or the enactment of new","page_number":35,"box":{"x":59,"y":645,"width":876,"height":12}},{"id":"895cdee2-f094-415e-98ee-01a712e817a7","block_type":"box","text":"regulatory requirements may negatively affect the business of communications companies. Government actions around the","page_number":35,"box":{"x":60,"y":660,"width":866,"height":12}},{"id":"6fa38740-ef3d-4eab-a09e-e95dccf91fbe","block_type":"box","text":"world, specifically in the area of pre-marketing clearance of products and prices, can be arbitrary and unpredictable. The","page_number":35,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"c7167810-2c0b-43c9-81a0-0b6ce444100b","block_type":"box","text":"communications services sector can also be significantly affected by intense competition for market share, including","page_number":35,"box":{"x":59,"y":690,"width":815,"height":13}},{"id":"cf22a275-555e-44e5-9b7f-33dd4ebe4518","block_type":"box","text":"competition with alternative technologies such as wireless communications, product compatibility and standardization,","page_number":35,"box":{"x":59,"y":705,"width":838,"height":13}},{"id":"2663b9c6-9e3f-4546-a360-3eb3acaca381","block_type":"box","text":"consumer preferences, rapid product obsolescence, research and development of new products, lack of standardization or","page_number":35,"box":{"x":59,"y":720,"width":858,"height":13}},{"id":"7b7d9e72-5153-4575-9626-1ac9cda8b7a6","block_type":"box","text":"compatibility with existing technologies, and a dependency on patent and copyright protections. Companies in the","page_number":35,"box":{"x":59,"y":736,"width":803,"height":12}},{"id":"41ccfaec-1a5c-47b2-a4d2-0f7eabe0979c","block_type":"box","text":"communication services sector may encounter distressed cash flows due to the need to commit substantial capital to meet","page_number":35,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"4000a211-12e8-4653-85b9-d085f54c5d40","block_type":"box","text":"increasing competition, particularly in developing new products and services using new technology. Technological","page_number":35,"box":{"x":60,"y":766,"width":799,"height":12}},{"id":"053e0a99-2012-40b4-9ebd-1e64e894af30","block_type":"box","text":"innovations may make the products and services of certain communications companies obsolete.","page_number":35,"box":{"x":60,"y":781,"width":683,"height":12}},{"id":"d8a76a9a-7da3-4e10-89d3-53c47fa23903","block_type":"box","text":"Telecommunications providers with exposure to the U.S. are generally required to obtain franchises or licenses in order to","page_number":35,"box":{"x":59,"y":807,"width":850,"height":13}},{"id":"da157fe1-f91b-47d8-90c1-eaf01af3a86f","block_type":"box","text":"provide services in a given location. Licensing and franchise rights in the telecommunications sector are limited, which may","page_number":35,"box":{"x":59,"y":823,"width":865,"height":12}},{"id":"ec4b7b6d-bae7-4928-a20c-8a78a02479f6","block_type":"box","text":"provide an advantage to certain participants. Limited availability of such rights, high barriers to market entry and regulatory","page_number":35,"box":{"x":59,"y":838,"width":863,"height":12}},{"id":"e77a6e27-281c-475a-89f1-e378a22f5bce","block_type":"box","text":"oversight, among other factors, have led to consolidation of companies within the sector, which could lead to further","page_number":35,"box":{"x":59,"y":853,"width":819,"height":12}},{"id":"ff39b6be-b278-4c89-8e99-fcdaee30d9f0","block_type":"box","text":"regulation or other negative effects in the future. Telecommunications providers investing in non-U.S. countries may be","page_number":35,"box":{"x":60,"y":868,"width":833,"height":12}},{"id":"d0d9936b-d0d1-4292-9b38-0929fecf853f","block_type":"box","text":"24","page_number":35,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"8d113e41-c488-42a1-a280-d8968b793e81","block_type":"box","text":"subject to similar risks. Additional risks include those related to competitive challenges in the U.S. from non-U.S. competitors","page_number":36,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"75f6c28b-3b44-4407-803d-6b0600bf33fd","block_type":"box","text":"engaged in strategic joint ventures with U.S. companies and in non-U.S. markets from both U.S. and non-U.S. competitors.","page_number":36,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"c7ef9383-f1ed-4025-bad5-efbd57380466","block_type":"box","text":"Companies in the media and entertainment industries can be significantly affected by several factors, including competition,","page_number":36,"box":{"x":59,"y":108,"width":869,"height":13}},{"id":"8ab9833b-22f2-4241-a966-1158aa4c6195","block_type":"box","text":"particularly in formulation of products and services using new technologies, cyclicality of revenues and earnings, a potential","page_number":36,"box":{"x":59,"y":123,"width":867,"height":13}},{"id":"fce459dd-1289-4b00-9fd1-b20d4ec3423c","block_type":"box","text":"decrease in the discretionary income of targeted individuals, changing consumer tastes and interests, and the potential","page_number":36,"box":{"x":59,"y":138,"width":834,"height":13}},{"id":"5bc32693-0510-407f-8396-63ab7a588814","block_type":"box","text":"increase in government regulation. Companies in the media and entertainment industries may become obsolete quickly.","page_number":36,"box":{"x":60,"y":154,"width":840,"height":12}},{"id":"2424a641-c919-461d-9e5b-dad591cecf49","block_type":"box","text":"Advertising spending can be an important revenue source for media and entertainment companies. During economic","page_number":36,"box":{"x":59,"y":169,"width":823,"height":12}},{"id":"7f7b5da6-20b7-4996-bdb3-9992911bd56a","block_type":"box","text":"downturns advertising spending typically decreases and, as a result, media and entertainment companies tend to generate","page_number":36,"box":{"x":59,"y":184,"width":859,"height":12}},{"id":"5cf3ded7-56ea-40fd-b303-3b0e08ce3237","block_type":"box","text":"less revenue.","page_number":36,"box":{"x":60,"y":199,"width":88,"height":10}},{"id":"9e242243-b682-4ffa-ae67-3b9890b5884e","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":36,"box":{"x":60,"y":225,"width":396,"height":13}},{"id":"b5bb18db-1406-48a5-b50f-b0043e5c1b58","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":36,"box":{"x":466,"y":225,"width":446,"height":13}},{"id":"ad395060-2010-4cf7-bba5-1a60aecf9ec0","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":36,"box":{"x":59,"y":240,"width":862,"height":13}},{"id":"8f9cd4f6-3b0e-4991-81e8-e63ae69b43b4","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":36,"box":{"x":60,"y":256,"width":871,"height":12}},{"id":"b1bd9341-59e0-441e-844d-cd3af58178ef","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":36,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"6c2dba75-d597-4d7d-93cd-fe33083c45d7","block_type":"box","text":"related services, automobiles, hotels and motels, and fast food and other restaurants) are subject to the risk that their","page_number":36,"box":{"x":60,"y":286,"width":822,"height":12}},{"id":"a16948e9-5fd2-436d-9c80-9d199a5e54bd","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":36,"box":{"x":59,"y":301,"width":827,"height":12}},{"id":"b458b2ad-e23a-4f7e-a918-4c0a66b7b1ee","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":36,"box":{"x":60,"y":316,"width":850,"height":12}},{"id":"8f181b2f-baa2-460e-8052-ea29e688b884","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":36,"box":{"x":60,"y":331,"width":838,"height":13}},{"id":"5bdc9131-1e00-4c97-8bab-439d62e1f4dc","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":36,"box":{"x":59,"y":346,"width":870,"height":13}},{"id":"9a5941e1-4dd4-422f-9c66-0bc17ef4bf09","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":36,"box":{"x":59,"y":361,"width":824,"height":13}},{"id":"534742e0-82f8-4999-867b-eb79d04b9ba7","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":36,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"d0b99d3b-9909-49aa-84e8-62400c852219","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":36,"box":{"x":60,"y":392,"width":741,"height":12}},{"id":"9904ca5a-2aaa-4652-997d-84ca85a3247d","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":36,"box":{"x":60,"y":418,"width":351,"height":12}},{"id":"c07b6496-291d-435e-b549-9cade8ea74c5","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":36,"box":{"x":421,"y":418,"width":504,"height":12}},{"id":"4bf995a6-f6cc-426a-8d89-d7b49d591a23","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":36,"box":{"x":59,"y":433,"width":873,"height":13}},{"id":"c01c33dc-2e25-4b68-b3fc-90466ed8b374","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":36,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"fc99d26a-a456-4f27-aec8-1402074c73d0","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":36,"box":{"x":59,"y":463,"width":868,"height":13}},{"id":"2bec37a4-9be3-4161-bfbd-6294c12d20de","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":36,"box":{"x":60,"y":479,"width":850,"height":12}},{"id":"f3816979-5f08-4fbb-8620-7d18b5ceec26","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":36,"box":{"x":59,"y":494,"width":849,"height":12}},{"id":"7664735d-f662-4537-aff4-ec2af06fc1e9","block_type":"box","text":"adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks","page_number":36,"box":{"x":59,"y":509,"width":870,"height":12}},{"id":"1c4a3fdc-e2ac-403a-b521-e24a049a426b","block_type":"box","text":"pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a","page_number":36,"box":{"x":59,"y":524,"width":848,"height":12}},{"id":"333f970a-6e77-44f0-865e-71fc410cbf43","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":36,"box":{"x":60,"y":539,"width":838,"height":12}},{"id":"d69a3c5b-83de-49e2-8aa1-f63816207a11","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":36,"box":{"x":60,"y":554,"width":864,"height":13}},{"id":"812cf03a-97eb-4cae-8154-8bd291ffa302","block_type":"box","text":"Companies in the consumer staples sector may be subject to severe competition, which may also have an adverse impact on","page_number":36,"box":{"x":59,"y":569,"width":873,"height":13}},{"id":"360f44a5-fc2b-49c3-8042-fc61a7857169","block_type":"box","text":"their profitability.","page_number":36,"box":{"x":59,"y":584,"width":117,"height":13}},{"id":"f4653e19-98f1-420e-a627-3022cff5668c","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":36,"box":{"x":60,"y":611,"width":270,"height":12}},{"id":"99d346ba-14a7-48a6-a8c3-55a148c2241f","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":36,"box":{"x":339,"y":611,"width":591,"height":12}},{"id":"35f65d60-809e-4e41-a7fb-9154492f0a28","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":36,"box":{"x":59,"y":626,"width":789,"height":12}},{"id":"348c65ed-59fa-4e23-b80f-66ca9da851d7","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":36,"box":{"x":59,"y":641,"width":854,"height":12}},{"id":"eb048ef4-e0c2-4e4a-802d-88dda2fb383c","block_type":"box","text":"control. Energy companies may have relatively high levels of debt and may be more likely to restructure their businesses if","page_number":36,"box":{"x":59,"y":656,"width":853,"height":13}},{"id":"e09270b7-6bc0-4dfc-819a-0a2b93e32012","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in a Fund’s portfolio becomes","page_number":36,"box":{"x":59,"y":671,"width":821,"height":13}},{"id":"94681d84-48ad-4ba1-a399-24864f2ccbe3","block_type":"box","text":"distressed, a Fund could lose all or a substantial portion of its investment. The energy sector is cyclical and is highly","page_number":36,"box":{"x":59,"y":686,"width":807,"height":13}},{"id":"14c578f3-099b-46e2-9bca-36cc9c36d421","block_type":"box","text":"dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long periods of","page_number":36,"box":{"x":59,"y":702,"width":847,"height":12}},{"id":"01b982cd-f728-4252-a41c-ae5cc6de165b","block_type":"box","text":"time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries","page_number":36,"box":{"x":59,"y":717,"width":874,"height":12}},{"id":"c831ae9e-a16d-4037-be9f-eccdf916a1ba","block_type":"box","text":"(“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the","page_number":36,"box":{"x":60,"y":732,"width":820,"height":12}},{"id":"fd23af2c-29a1-42ba-aeab-13938734e752","block_type":"box","text":"regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical conflicts,","page_number":36,"box":{"x":60,"y":747,"width":863,"height":12}},{"id":"23fda581-0ea8-4f53-9f7f-ef189f959751","block_type":"box","text":"and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by","page_number":36,"box":{"x":59,"y":762,"width":824,"height":12}},{"id":"21c760f2-6ecb-488b-bb76-e7c34d5394d5","block_type":"box","text":"terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability from","page_number":36,"box":{"x":59,"y":777,"width":870,"height":13}},{"id":"99850906-f781-46b3-925a-9bd32107fa51","block_type":"box","text":"accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and gas","page_number":36,"box":{"x":59,"y":792,"width":859,"height":13}},{"id":"b8d5faf4-8179-4cb4-82b5-8af36f09355b","block_type":"box","text":"deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition to","page_number":36,"box":{"x":59,"y":807,"width":860,"height":13}},{"id":"d32605b6-8be3-49b7-81fe-7473e4d36b98","block_type":"box","text":"the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":36,"box":{"x":59,"y":823,"width":860,"height":12}},{"id":"5a01fba3-dd41-4cf1-b7bc-d84d2bfbd379","block_type":"box","text":"may operate, has experienced conflict and unrest. Companies in the energy sector may also be adversely affected by changes","page_number":36,"box":{"x":60,"y":838,"width":876,"height":12}},{"id":"fac8a8f6-093b-4ee6-9f31-aae33b642041","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":36,"box":{"x":60,"y":853,"width":835,"height":12}},{"id":"ff67020f-44a1-4a47-9ae4-ff04b86d353f","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":36,"box":{"x":59,"y":868,"width":755,"height":12}},{"id":"ddbbc3a5-5a8a-4905-af4d-4cfecd0a4540","block_type":"box","text":"e.g","page_number":36,"box":{"x":816,"y":871,"width":20,"height":9}},{"id":"fbc5504f-036f-4a2e-87e2-c8c96338417d","block_type":"box","text":".,","page_number":36,"box":{"x":837,"y":876,"width":6,"height":3}},{"id":"63d7b815-5a24-4470-a076-742283c84bd4","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":36,"box":{"x":59,"y":883,"width":850,"height":12}},{"id":"1869b350-2279-4dcd-8c64-03cc88d3552c","block_type":"box","text":"25","page_number":36,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"28199605-f969-4663-b9b7-f219cf50a1ca","block_type":"box","text":"and repatriation of capital, military coups, social unrest, violence or labor unrest). Because a significant portion of revenues of","page_number":37,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"7d3db546-2dd8-4d00-968c-c0abe27ee4c2","block_type":"box","text":"companies in this sector is derived from a relatively small number of customers that are largely composed of governmental","page_number":37,"box":{"x":59,"y":82,"width":861,"height":12}},{"id":"9ebc5514-dc26-4038-be6b-0a9ee24c0970","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":37,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"55085d2f-7355-41be-86a8-9858eec14d88","block_type":"box","text":"sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every aspect of","page_number":37,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"826fd3fe-14a2-4710-bccc-256680a8adde","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":37,"box":{"x":59,"y":127,"width":839,"height":12}},{"id":"5d8df066-02a1-434d-b018-c42142ee30b2","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":37,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"704a4588-93e9-4cd5-b630-931bcf6a8a3c","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":37,"box":{"x":60,"y":157,"width":610,"height":13}},{"id":"db7d85a0-a319-4109-a2db-aeb99d130f6c","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":37,"box":{"x":59,"y":184,"width":831,"height":12}},{"id":"e047eed7-5dc2-4aa1-8377-2704cc3d778c","block_type":"box","text":"February 24, 2022 led to further disruptions and increased volatility in the energy and commodity futures markets due to","page_number":37,"box":{"x":60,"y":199,"width":843,"height":12}},{"id":"de24804e-1eb2-46c8-a99b-b38c8f67dbbb","block_type":"box","text":"actual and potential disruptions in the supply and demand for certain commodities, including oil and natural gas. The U.S.","page_number":37,"box":{"x":59,"y":214,"width":854,"height":12}},{"id":"38ac6823-1bed-44c1-a9d9-704af96a8f73","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":37,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"93248050-d2f2-46bf-9df5-ee15d3f401a4","block_type":"box","text":"on imports of oil, natural gas and coal. The effect of the current sanctions and restrictions, as well as the extent and duration","page_number":37,"box":{"x":59,"y":244,"width":871,"height":13}},{"id":"6430bd4a-0cec-4277-ab6b-3a59a3991b96","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":37,"box":{"x":59,"y":259,"width":874,"height":13}},{"id":"2372816a-ef0c-491b-bf25-e29c89a9a51e","block_type":"box","text":"predict and depend on a number of factors. The effect of these events or any related developments could be significant and","page_number":37,"box":{"x":59,"y":274,"width":865,"height":13}},{"id":"61ef23da-7c49-4303-99e8-f23936141b64","block_type":"box","text":"may have a severe adverse effect on the performance of a Fund.","page_number":37,"box":{"x":60,"y":290,"width":445,"height":12}},{"id":"83123188-6086-47e0-b5e8-c9c108918e18","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":37,"box":{"x":60,"y":316,"width":292,"height":12}},{"id":"fea324c1-4d05-4c76-aa1d-d2669c4d263d","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":37,"box":{"x":361,"y":316,"width":534,"height":12}},{"id":"d93989e1-54c0-4e1b-8e57-377cbc314151","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":37,"box":{"x":60,"y":331,"width":836,"height":13}},{"id":"49ed8dac-402e-4f98-a2f4-c7f930838159","block_type":"box","text":"companies (","page_number":37,"box":{"x":59,"y":346,"width":86,"height":13}},{"id":"b64a20ef-611c-4036-9b68-dc7f676dae40","block_type":"box","text":"e.g.","page_number":37,"box":{"x":146,"y":349,"width":23,"height":10}},{"id":"25474b9d-19cb-4a3f-920e-24135893fcb9","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":37,"box":{"x":171,"y":346,"width":706,"height":13}},{"id":"478fdc89-c5dd-4090-8d3c-e44eaa43e9cc","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":37,"box":{"x":59,"y":361,"width":491,"height":13}},{"id":"5b166449-6680-45fc-8295-784dcd182d00","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":37,"box":{"x":59,"y":388,"width":865,"height":12}},{"id":"b9c567af-ed89-446b-817d-e75921cc29e7","block_type":"box","text":"ability to earn a profit from a given line of business. Government regulation may change frequently and may have significant","page_number":37,"box":{"x":59,"y":403,"width":870,"height":12}},{"id":"318aaa07-b902-434b-a789-92a0d7e2147c","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":37,"box":{"x":59,"y":418,"width":814,"height":12}},{"id":"28254ed0-398c-4c92-9d33-3ceb4f8c5441","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":37,"box":{"x":59,"y":433,"width":878,"height":13}},{"id":"89a1e723-af2b-443d-af08-99db495db45b","block_type":"box","text":"the companies in which a Fund invests, including legislation in many countries that may increase government regulation,","page_number":37,"box":{"x":59,"y":448,"width":847,"height":13}},{"id":"2a30b61b-c15b-4dba-ba00-f20955e7c817","block_type":"box","text":"repatriation and other intervention. The impact of governmental intervention and legislative changes on any individual","page_number":37,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"8fe68f7d-a153-4c24-a03b-8315ff10889f","block_type":"box","text":"financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies has been","page_number":37,"box":{"x":59,"y":479,"width":870,"height":12}},{"id":"824e2c0f-0d04-407f-b4d7-eaf51de56740","block_type":"box","text":"and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including interest","page_number":37,"box":{"x":59,"y":494,"width":854,"height":12}},{"id":"5029f3d5-168d-4aaa-a49a-74993eddb699","block_type":"box","text":"rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including","page_number":37,"box":{"x":60,"y":509,"width":833,"height":12}},{"id":"86270683-525d-4345-9a9d-a9a5160e0167","block_type":"box","text":"market share and price competition. Financial companies in foreign countries are subject to market-specific and general","page_number":37,"box":{"x":60,"y":524,"width":839,"height":12}},{"id":"76a4f96f-2a03-4bf9-8441-8d2159cd124f","block_type":"box","text":"regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and","page_number":37,"box":{"x":60,"y":539,"width":871,"height":12}},{"id":"3d3ffe4b-e073-432d-8e18-95cb94f20478","block_type":"box","text":"controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices and","page_number":37,"box":{"x":59,"y":554,"width":810,"height":13}},{"id":"bdaf5984-1d01-4388-b1ad-65348af088de","block_type":"box","text":"restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and potential","page_number":37,"box":{"x":60,"y":569,"width":870,"height":13}},{"id":"cf07b985-86e2-4c2c-a06b-a2f3236e74ef","block_type":"box","text":"theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their","page_number":37,"box":{"x":59,"y":584,"width":846,"height":13}},{"id":"50a4c493-2292-49c2-97df-55b341501c74","block_type":"box","text":"businesses.","page_number":37,"box":{"x":60,"y":600,"width":78,"height":9}},{"id":"a66858c2-3f18-4e03-b125-bf4e8494b25c","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":37,"box":{"x":59,"y":626,"width":879,"height":12}},{"id":"10ee4190-992a-47fc-8f5d-cc8bb8d093e5","block_type":"box","text":"and cost of capital funds and can fluctuate significantly when interest rates change; for instance, when interest rates go up,","page_number":37,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"fb0e7f4e-5677-4dce-b5d6-5fcda0a48fb5","block_type":"box","text":"the value of securities issued by many types of companies in the financials sector generally goes down. In other words,","page_number":37,"box":{"x":59,"y":656,"width":830,"height":13}},{"id":"d1fe6f3e-737e-4573-a00f-7101187d4164","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":37,"box":{"x":59,"y":671,"width":872,"height":13}},{"id":"6961021b-ddba-48d0-891b-4c7daf94a03c","block_type":"box","text":"interest rates, which may restrict the availability and increase the cost of capital, and during periods of declining economic","page_number":37,"box":{"x":60,"y":686,"width":855,"height":13}},{"id":"3ec17bb0-7fc7-4b05-ab58-a3f7b8d6a433","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":37,"box":{"x":59,"y":702,"width":730,"height":12}},{"id":"3e1b1383-1b12-4e36-a2cb-073ae3cdcc23","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":37,"box":{"x":60,"y":728,"width":844,"height":12}},{"id":"5d03be08-bbf1-4ba7-a324-4f9b3928cff7","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":37,"box":{"x":60,"y":743,"width":834,"height":12}},{"id":"0a268e60-b584-4ede-ba8b-e49521cc8979","block_type":"box","text":"exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree,","page_number":37,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"c77bf466-4407-499b-9db7-cb4e4e5d43b1","block_type":"box","text":"including through swaps and other derivatives products, and who at times may be unable to meet their obligations to the","page_number":37,"box":{"x":60,"y":773,"width":850,"height":13}},{"id":"8af995b3-97f9-43d3-b54f-4ff6bfb2ef02","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":37,"box":{"x":59,"y":788,"width":820,"height":13}},{"id":"c96d01ef-67ef-4e40-8766-7626318c8a6e","block_type":"box","text":"counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect","page_number":37,"box":{"x":59,"y":804,"width":876,"height":12}},{"id":"a20bdfc0-257f-4200-be55-ea214e7f396f","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":37,"box":{"x":59,"y":819,"width":836,"height":12}},{"id":"57d02293-d8be-4ed3-b386-0c83a118ef58","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":37,"box":{"x":59,"y":834,"width":842,"height":12}},{"id":"faa558cf-b56b-4b9b-b6f4-1af46c00ecaa","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":37,"box":{"x":59,"y":849,"width":815,"height":12}},{"id":"a8399f67-2e4a-4676-985d-31f3a71de6e2","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":37,"box":{"x":59,"y":864,"width":828,"height":12}},{"id":"ff9b5dd6-1aa0-4a2f-b3e9-361cea2f70e8","block_type":"box","text":"access, such as adverse overall economic conditions or a negative perception in the capital markets of a financial company’s","page_number":37,"box":{"x":59,"y":879,"width":870,"height":13}},{"id":"8010d29c-6375-4fab-8479-9d5bb3819d6b","block_type":"box","text":"26","page_number":37,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"897bb6b8-1ed5-4c56-bfb8-e436ea36b537","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":38,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"0811c160-4e09-4e3a-a4a5-f4ae7a65a9e8","block_type":"box","text":"impact on a broad range of financial markets, causing certain financial companies to incur large losses. In these conditions,","page_number":38,"box":{"x":60,"y":82,"width":861,"height":12}},{"id":"a3f6ca34-cbf6-4ac1-8516-d324de2fa31e","block_type":"box","text":"companies in the financials sector may experience significant declines in the valuation of their assets, take actions to raise","page_number":38,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"eb6dde9f-1f1a-4eb8-89db-ea1b92e90463","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":38,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"4ecd3dcc-695a-4595-bce3-5d8fef5c5eb4","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":38,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"f9f9f496-222a-472d-a4a3-f1c842db95c8","block_type":"box","text":"government intervention. In addition, there is no guarantee that governments will provide any such relief in the future. These","page_number":38,"box":{"x":59,"y":142,"width":873,"height":13}},{"id":"84242f73-62b1-4656-ac5c-fa3c1f42a467","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":38,"box":{"x":59,"y":157,"width":665,"height":13}},{"id":"ca4dfa81-ec3e-4396-a7bd-2963f367a890","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":38,"box":{"x":60,"y":184,"width":299,"height":12}},{"id":"9164d874-8a6c-489f-ae84-891481485dd6","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":38,"box":{"x":368,"y":184,"width":557,"height":12}},{"id":"56932d7f-78ee-436b-85db-df09fac107d2","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":38,"box":{"x":59,"y":199,"width":839,"height":12}},{"id":"a0a467ee-9ae9-4741-a155-b5c967b0fcd2","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":38,"box":{"x":59,"y":214,"width":834,"height":12}},{"id":"7fc6ea37-1e39-4d63-afaf-39dfccaf19f7","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":38,"box":{"x":60,"y":229,"width":816,"height":12}},{"id":"027d6b2c-3a82-4b2a-bc9b-7ddc68f985a4","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":38,"box":{"x":59,"y":244,"width":850,"height":13}},{"id":"273a1485-ce71-447b-a9c5-55fe7c305c1f","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":38,"box":{"x":60,"y":271,"width":862,"height":12}},{"id":"0f23fcba-2d99-4019-9f3a-a1470fb54e21","block_type":"box","text":"that are typically sold at a lower price than the patented product, which can cause the original developer of the product to","page_number":38,"box":{"x":59,"y":286,"width":854,"height":12}},{"id":"21aaea9e-c7f2-488d-b332-071631fb98e6","block_type":"box","text":"lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a","page_number":38,"box":{"x":60,"y":301,"width":860,"height":12}},{"id":"14780377-ffb2-45a4-aaf8-c8716cf5421b","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":38,"box":{"x":60,"y":316,"width":620,"height":12}},{"id":"d893e724-ba32-4d1f-860d-5fd7b6e4f8be","block_type":"box","text":"In addition, because the products and services of many companies in the healthcare sector affect the health and well-being","page_number":38,"box":{"x":60,"y":343,"width":861,"height":12}},{"id":"57959518-d773-40da-9f50-c27895427846","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":38,"box":{"x":59,"y":358,"width":860,"height":12}},{"id":"a3ca237e-7507-4ece-b4c6-36199913115a","block_type":"box","text":"claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may","page_number":38,"box":{"x":59,"y":373,"width":843,"height":12}},{"id":"d83f2060-10b6-4271-89bb-1bd6d812e1fa","block_type":"box","text":"result in price discounting. Many new products in the healthcare sector may be subject to regulatory approvals. The process","page_number":38,"box":{"x":60,"y":388,"width":867,"height":12}},{"id":"9d48be6c-1e04-497d-bc2f-2670ed9259dd","block_type":"box","text":"of obtaining such approvals may be long and costly, which can result in increased development costs, delayed cost recovery","page_number":38,"box":{"x":59,"y":403,"width":868,"height":12}},{"id":"7eee51c7-e4a2-42f1-b6ed-c1d0c58e4100","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":38,"box":{"x":59,"y":418,"width":845,"height":12}},{"id":"a4edcfe3-ffd2-4252-95e9-ad28648c32a1","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":38,"box":{"x":59,"y":433,"width":858,"height":13}},{"id":"3f849c92-2632-464b-9862-9b77fc3a5372","block_type":"box","text":"diminish the opportunity for a company to profit from a new product or to bring a new product to market, which could have","page_number":38,"box":{"x":59,"y":448,"width":870,"height":13}},{"id":"990a1d9b-a697-4855-95ee-b9ccfbab50bf","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":38,"box":{"x":59,"y":463,"width":811,"height":13}},{"id":"de71e199-8a5a-4add-9340-6227be11bf56","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":38,"box":{"x":60,"y":479,"width":834,"height":12}},{"id":"e419be8d-18b3-4a4a-a4b8-a0406627f44d","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":38,"box":{"x":59,"y":494,"width":879,"height":12}},{"id":"161ee528-39d0-4295-baab-8a7da1f4f237","block_type":"box","text":"in governmental policies or laws. Changes in governmental policies or laws may span a wide range of topics, including cost","page_number":38,"box":{"x":60,"y":509,"width":861,"height":12}},{"id":"ecb0e956-3d03-4d0e-9180-c8145938bd7f","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":38,"box":{"x":59,"y":524,"width":845,"height":12}},{"id":"def1cd59-54e3-41c1-9c87-ba37cae9187f","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":38,"box":{"x":59,"y":539,"width":846,"height":12}},{"id":"d2db5504-ff06-4bf1-a0c5-77df96299b25","block_type":"box","text":"legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what","page_number":38,"box":{"x":60,"y":554,"width":841,"height":13}},{"id":"d51014b8-d7e5-4811-b14b-908287222c2b","block_type":"box","text":"proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.","page_number":38,"box":{"x":59,"y":569,"width":793,"height":13}},{"id":"8746475d-f5a8-4c37-bf81-f59e06bd9740","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":38,"box":{"x":59,"y":596,"width":872,"height":12}},{"id":"343981aa-60a0-4808-8b3e-4b35d78e07b9","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":38,"box":{"x":59,"y":611,"width":861,"height":12}},{"id":"349e5695-b943-4390-a520-c5f53c79d8ef","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":38,"box":{"x":60,"y":626,"width":828,"height":12}},{"id":"e17dce00-31f1-462f-8b05-fa25fd840792","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":38,"box":{"x":59,"y":641,"width":789,"height":12}},{"id":"25517581-5b1c-4086-8585-c5a4decd1db2","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":38,"box":{"x":59,"y":656,"width":822,"height":13}},{"id":"9e242e60-24f8-4aea-bd6c-1874c050bd88","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":38,"box":{"x":59,"y":671,"width":787,"height":13}},{"id":"b1a7d499-a942-4147-b67d-2f599e0e02fd","block_type":"box","text":"Risk of Investing in the Home Construction Industry.","page_number":38,"box":{"x":60,"y":698,"width":376,"height":12}},{"id":"5f69e51d-2295-4738-944d-3b41cd4993ea","block_type":"box","text":"The home construction industry may be significantly affected by","page_number":38,"box":{"x":445,"y":698,"width":452,"height":12}},{"id":"4cf6578f-137b-4dd4-95d1-346e62b54dfd","block_type":"box","text":"changes in government spending, zoning laws, economic conditions, interest rates, commodity prices, consumer confidence","page_number":38,"box":{"x":59,"y":713,"width":874,"height":12}},{"id":"0b76f61d-867c-40f4-8c7d-6df21f4b890d","block_type":"box","text":"and spending, taxation, demographic patterns, real estate values, overbuilding, housing starts, and new and existing home","page_number":38,"box":{"x":59,"y":728,"width":858,"height":12}},{"id":"9bc9e549-7b6f-4a24-a25b-22019d2e118d","block_type":"box","text":"sales. Rising interest rates, reductions in mortgage availability to consumers, increasing foreclosure rates or increases in the","page_number":38,"box":{"x":59,"y":743,"width":863,"height":12}},{"id":"57b29eec-e612-4549-b7f8-8819c427001b","block_type":"box","text":"costs of owning a home could reduce the market for new homes and adversely affect the profitability of home construction","page_number":38,"box":{"x":59,"y":758,"width":864,"height":13}},{"id":"c8953f91-96b0-4031-bf28-1a9a3d54ba83","block_type":"box","text":"companies. Different segments of the home construction industry can be significantly affected by environmental clean-up","page_number":38,"box":{"x":59,"y":773,"width":854,"height":13}},{"id":"ded71447-79b9-4c19-99a2-683fcff24cdb","block_type":"box","text":"costs and catastrophic events such as earthquakes, hurricanes and terrorist acts. 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The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":38,"box":{"x":59,"y":875,"width":849,"height":13}},{"id":"c6abf52e-474b-4e11-a119-4c1248c5d227","block_type":"box","text":"27","page_number":38,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ca6d0554-45fa-4a31-b739-498993c78931","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":39,"box":{"x":59,"y":67,"width":844,"height":12}},{"id":"726b3123-be2e-418f-ae53-a8f27e50ab7c","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":39,"box":{"x":59,"y":82,"width":824,"height":12}},{"id":"064f4448-3709-4f1a-9174-b2ceca791801","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. Aerospace and defense","page_number":39,"box":{"x":59,"y":97,"width":803,"height":12}},{"id":"f064dec1-66ff-476b-8dff-a7f232c76b10","block_type":"box","text":"companies, a component of the industrials sector, can be significantly affected by government spending policies because","page_number":39,"box":{"x":59,"y":112,"width":848,"height":12}},{"id":"3846a611-64ee-44c6-8edc-310920592bcb","block_type":"box","text":"companies involved in this industry rely, to a significant extent, on government demand for their products and services. Thus,","page_number":39,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"61370723-09d7-41d7-92bb-2b62abb7957c","block_type":"box","text":"the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental","page_number":39,"box":{"x":59,"y":142,"width":869,"height":13}},{"id":"d7fa08b8-3a4c-4a31-8293-7474e440fa0b","block_type":"box","text":"defense spending policies, which are typically under pressure from efforts to control government budgets. Transportation","page_number":39,"box":{"x":59,"y":157,"width":850,"height":13}},{"id":"9b6d5c71-681b-4119-95c9-c4d7864076db","block_type":"box","text":"stocks, a component of the industrials sector, are cyclical and can be significantly affected by economic changes, fuel prices,","page_number":39,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"a4d3a088-2b0c-4e40-ad63-eb91181588e4","block_type":"box","text":"labor relations and insurance costs. 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Furthermore, companies in the industrials sector may be subject to liability for environmental damage, product","page_number":39,"box":{"x":59,"y":233,"width":827,"height":12}},{"id":"27431c87-7742-4880-af34-a417d2a917a4","block_type":"box","text":"liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":39,"box":{"x":60,"y":248,"width":691,"height":12}},{"id":"e6b9f82c-e262-41fd-b99a-77102d1c31ab","block_type":"box","text":"Risk of Investing in the Infrastructure Industry.","page_number":39,"box":{"x":60,"y":274,"width":335,"height":13}},{"id":"6a737b90-4e3e-42e6-9ed5-e20f26145a18","block_type":"box","text":"Companies in the infrastructure industry may be subject to a variety of","page_number":39,"box":{"x":404,"y":274,"width":495,"height":13}},{"id":"bcbe7bba-eba4-4b12-8c8f-df68376d8eef","block_type":"box","text":"factors that could adversely affect their business or operations, including high interest costs in connection with capital","page_number":39,"box":{"x":59,"y":290,"width":827,"height":12}},{"id":"d682b249-8a3a-40a6-a34a-85875042f9ac","block_type":"box","text":"construction programs, high degrees of leverage, costs associated with governmental, environmental and other regulations,","page_number":39,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"f9db564c-b16e-4784-9a0c-35013caeb7e8","block_type":"box","text":"the effects of economic slowdowns, increased competition from other providers of services, uncertainties concerning costs,","page_number":39,"box":{"x":59,"y":320,"width":866,"height":12}},{"id":"23a7c5e3-f29e-460d-b68e-ab0b58107671","block_type":"box","text":"the level of government spending on infrastructure projects, and other factors. Infrastructure companies may be adversely","page_number":39,"box":{"x":59,"y":335,"width":856,"height":12}},{"id":"0fc1fbce-576a-4e5d-891d-b93c6a131c83","block_type":"box","text":"affected by commodity price volatility, changes in exchange rates, import controls, depletion of resources, technological","page_number":39,"box":{"x":59,"y":350,"width":838,"height":12}},{"id":"c42c4d10-a57f-4178-b452-7e6d2653deda","block_type":"box","text":"developments, and labor relations. There is also the risk that corruption may negatively affect publicly funded infrastructure","page_number":39,"box":{"x":59,"y":365,"width":865,"height":13}},{"id":"0b00ccdd-1500-40e8-aa8f-59bca32d52a1","block_type":"box","text":"projects, especially in emerging markets, resulting in delays and cost overruns. Infrastructure issuers can be significantly","page_number":39,"box":{"x":59,"y":380,"width":841,"height":13}},{"id":"2d8469f3-7c0c-4b5f-83c2-2e9348530805","block_type":"box","text":"affected by government spending policies because companies involved in this industry rely to a significant extent on U.S. and","page_number":39,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"ac3d991f-85b0-4c10-8734-c7645bc5c988","block_type":"box","text":"other government demand for their products.","page_number":39,"box":{"x":59,"y":411,"width":319,"height":12}},{"id":"cb8a1887-4220-4a76-91c6-f81328ce4572","block_type":"box","text":"Infrastructure companies in the oil and gas industry may be adversely affected by government regulation or world events in","page_number":39,"box":{"x":60,"y":437,"width":861,"height":12}},{"id":"fb7f1dca-0ba9-493b-a2e6-a9307ab6d318","block_type":"box","text":"the regions where the companies operate (","page_number":39,"box":{"x":59,"y":452,"width":301,"height":12}},{"id":"1e5557b2-c312-4bab-b5c8-cadacc0518bb","block_type":"box","text":"e.g.","page_number":39,"box":{"x":361,"y":455,"width":23,"height":9}},{"id":"dfd015ee-55f1-4cfb-8a4b-3d1c4bbd9ece","block_type":"box","text":", expropriation, nationalization, confiscation of assets and property or the","page_number":39,"box":{"x":386,"y":452,"width":512,"height":12}},{"id":"eabcac05-67e8-4a40-9ab3-a321ae1d08cc","block_type":"box","text":"imposition of restrictions on foreign investments and repatriation of capital, military coups, social unrest, violence or labor","page_number":39,"box":{"x":60,"y":467,"width":853,"height":13}},{"id":"f3a038a6-db60-4c93-bcaa-3359692bfe6a","block_type":"box","text":"unrest). Infrastructure companies may have significant capital investments in, or engage in transactions involving, emerging","page_number":39,"box":{"x":60,"y":482,"width":866,"height":13}},{"id":"8955806a-28b8-45e9-b309-7ad0464df06d","block_type":"box","text":"market countries, which may heighten these risks.","page_number":39,"box":{"x":60,"y":497,"width":350,"height":13}},{"id":"bc3b1608-6ddf-489d-a9a8-0b094ebbc10c","block_type":"box","text":"Operations Risk.","page_number":39,"box":{"x":59,"y":524,"width":112,"height":12}},{"id":"1621ece9-dad9-420f-bd5c-749d09c5b874","block_type":"box","text":"The failure of an infrastructure company to carry adequate insurance or to operate its assets appropriately","page_number":39,"box":{"x":177,"y":524,"width":744,"height":12}},{"id":"8b77a9bb-a690-4ff6-8feb-e3348f44a75b","block_type":"box","text":"could lead to significant losses. Infrastructure may be adversely affected by environmental clean-up costs and catastrophic","page_number":39,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"2e524781-eded-4e18-b219-4da9c0475f59","block_type":"box","text":"events such as earthquakes, hurricanes and terrorist acts.","page_number":39,"box":{"x":59,"y":554,"width":402,"height":13}},{"id":"2bac9e55-781e-4023-bfaa-93eaeda56965","block_type":"box","text":"Customer Risk.","page_number":39,"box":{"x":59,"y":581,"width":103,"height":9}},{"id":"ab897aac-d62b-4fa0-a309-2917d8fb3c55","block_type":"box","text":"Infrastructure companies can be dependent upon a narrow customer base. Additionally, if these customers","page_number":39,"box":{"x":169,"y":581,"width":748,"height":12}},{"id":"404145b4-eb54-461f-a3bf-23b31886a781","block_type":"box","text":"fail to pay their obligations, significant revenues could be lost and may not be replaceable.","page_number":39,"box":{"x":59,"y":596,"width":629,"height":12}},{"id":"47ffba89-d876-4545-afb4-6dc2e29772b6","block_type":"box","text":"Regulatory Risk.","page_number":39,"box":{"x":59,"y":622,"width":110,"height":13}},{"id":"1f8b88b5-4b89-4e1e-b306-a9000ab74894","block_type":"box","text":"Infrastructure companies may be subject to significant regulation by various governmental authorities and","page_number":39,"box":{"x":176,"y":622,"width":743,"height":13}},{"id":"5f5b06f5-9e23-4565-9b5e-298252867c4b","block_type":"box","text":"also may be affected by regulation of rates charged to customers, service interruption due to environmental, operational or","page_number":39,"box":{"x":59,"y":637,"width":860,"height":13}},{"id":"0f554575-b465-4207-bf6e-280feb123606","block_type":"box","text":"other events, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.","page_number":39,"box":{"x":59,"y":652,"width":811,"height":13}},{"id":"41a861d3-1de4-44eb-9cfa-af12f2de2464","block_type":"box","text":"Strategic Asset Risk.","page_number":39,"box":{"x":58,"y":679,"width":140,"height":12}},{"id":"a8733cc8-1a96-4bdd-bb00-410ccd087105","block_type":"box","text":"Infrastructure companies may control significant strategic assets (","page_number":39,"box":{"x":205,"y":679,"width":463,"height":12}},{"id":"0c374797-90c7-40cb-82a1-0ef25f266fda","block_type":"box","text":"e.g.","page_number":39,"box":{"x":669,"y":682,"width":23,"height":9}},{"id":"7054444f-3315-42fe-90f6-d44d126f7221","block_type":"box","text":", major pipelines or highways),","page_number":39,"box":{"x":694,"y":679,"width":213,"height":12}},{"id":"ac6f8534-5671-4aed-bf74-e3f24d4977b2","block_type":"box","text":"which are assets that have a national or regional profile, and may have monopolistic characteristics. Given their national or","page_number":39,"box":{"x":59,"y":694,"width":858,"height":12}},{"id":"f8628f61-b76a-450a-b946-8dd50461ae10","block_type":"box","text":"regional profile or irreplaceable nature, strategic assets could generate additional risk not common in other industry sectors","page_number":39,"box":{"x":60,"y":709,"width":865,"height":12}},{"id":"fad70b32-fd00-4227-a933-e4d5c375014d","block_type":"box","text":"and they may be targeted for terrorist acts or adverse political actions.","page_number":39,"box":{"x":59,"y":724,"width":490,"height":13}},{"id":"66f87b17-c4aa-42dd-9241-63436f3aef01","block_type":"box","text":"Interest Rate Risk.","page_number":39,"box":{"x":59,"y":751,"width":123,"height":9}},{"id":"9506b729-6090-4237-93fe-b0b60035cf15","block_type":"box","text":"Rising interest rates could result in higher costs of capital for infrastructure companies, which could","page_number":39,"box":{"x":189,"y":751,"width":697,"height":12}},{"id":"73233be5-daf3-4322-b42b-f9adfdd101b2","block_type":"box","text":"negatively impact their ability to meet payment obligations.","page_number":39,"box":{"x":60,"y":766,"width":414,"height":12}},{"id":"aca51705-1f85-4941-87db-8b44045c129b","block_type":"box","text":"Leverage Risk.","page_number":39,"box":{"x":59,"y":792,"width":97,"height":13}},{"id":"e1bd078a-2813-49dc-8228-d81b97844d6d","block_type":"box","text":"Infrastructure companies can be highly leveraged, which increases investments risk and other risks normally","page_number":39,"box":{"x":163,"y":792,"width":758,"height":13}},{"id":"d91ddfaa-290f-4396-8724-68777146c357","block_type":"box","text":"associated with debt financing and could adversely affect an infrastructure company’s operations and market value in","page_number":39,"box":{"x":59,"y":807,"width":824,"height":13}},{"id":"2fc344f1-b9be-4478-a8f5-00146745f60a","block_type":"box","text":"periods of rising interest rates.","page_number":39,"box":{"x":59,"y":823,"width":211,"height":12}},{"id":"7c80df23-0e21-43e1-a4e6-4ffd7f67cb99","block_type":"box","text":"Inflation Risk.","page_number":39,"box":{"x":59,"y":849,"width":92,"height":11}},{"id":"e0ad3479-b0cb-4e49-8641-1a0bca2eba33","block_type":"box","text":"Many infrastructure companies may have fixed income streams. Consequently, their market values may decline","page_number":39,"box":{"x":158,"y":849,"width":777,"height":12}},{"id":"dd9fe679-ef8a-4140-8b27-55b062136077","block_type":"box","text":"in times of higher inflation. Additionally, the prices that an infrastructure company is able to charge users of its assets may be","page_number":39,"box":{"x":60,"y":864,"width":875,"height":12}},{"id":"1ed369a7-2e7a-4680-97b8-ccf8cd81f2b1","block_type":"box","text":"28","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"88a4a9f9-75b9-4b62-8eac-610afbe727cd","block_type":"box","text":"linked to inflation, whether by government regulation, contractual arrangement or other factors. In this case, changes in the","page_number":40,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"859178a0-200e-41b1-bc7a-514c893d2804","block_type":"box","text":"rate of inflation may affect the company’s profitability.","page_number":40,"box":{"x":60,"y":82,"width":376,"height":12}},{"id":"ef4b7cb8-9e07-424d-95ff-a68c5e912333","block_type":"box","text":"Transportation Risk.","page_number":40,"box":{"x":60,"y":108,"width":137,"height":13}},{"id":"724dc6ac-8d27-46ac-b1bb-8bc5b30fd69e","block_type":"box","text":"The stock prices of companies in the transportation industry group are affected by both supply and","page_number":40,"box":{"x":203,"y":108,"width":695,"height":13}},{"id":"6ebced85-921d-4488-9b71-94d5bbeafcfd","block_type":"box","text":"demand for their specific product. Government regulation, world events and economic conditions may affect the","page_number":40,"box":{"x":59,"y":123,"width":789,"height":13}},{"id":"ddf315c6-9b3d-4fcd-aa51-891042e547cc","block_type":"box","text":"performance of companies in the transportation industry group.","page_number":40,"box":{"x":59,"y":138,"width":448,"height":13}},{"id":"fff270c7-5f89-4433-91ae-18d8151ba0dc","block_type":"box","text":"Oil and Gas Risk.","page_number":40,"box":{"x":59,"y":165,"width":115,"height":10}},{"id":"8721a519-6702-45b4-a617-50cc2a9f55ab","block_type":"box","text":"The profitability of oil and gas companies is related to worldwide energy prices, exploration, and production","page_number":40,"box":{"x":180,"y":165,"width":754,"height":12}},{"id":"7030d353-d97e-4835-a656-a217be6a774a","block_type":"box","text":"spending.","page_number":40,"box":{"x":59,"y":180,"width":67,"height":12}},{"id":"7732fd30-f918-46b0-855c-fc3c51f01be5","block_type":"box","text":"Utilities Risk.","page_number":40,"box":{"x":60,"y":206,"width":86,"height":10}},{"id":"77fd6c3d-0505-48d0-a618-6a666d2bb479","block_type":"box","text":"Utilities companies face intense competition, both domestically and internationally, which may have an adverse","page_number":40,"box":{"x":152,"y":206,"width":779,"height":13}},{"id":"bd0d5531-b38a-4b9e-971b-e42f7757afa7","block_type":"box","text":"effect on their profit margins. The rates charged by regulated utility companies are subject to review and limitation by","page_number":40,"box":{"x":59,"y":222,"width":822,"height":12}},{"id":"73f5cd42-ac81-4dd9-87ee-2bf4819b50a3","block_type":"box","text":"governmental regulatory commissions.","page_number":40,"box":{"x":59,"y":237,"width":274,"height":12}},{"id":"e83d7408-2aea-4c96-ac74-e683c5886e13","block_type":"box","text":"Risk of Investing in the Insurance Industry.","page_number":40,"box":{"x":60,"y":263,"width":306,"height":12}},{"id":"945aea6d-060e-4615-9f73-9d66a19b4335","block_type":"box","text":"The insurance industry is subject to extensive government regulation in some","page_number":40,"box":{"x":375,"y":263,"width":544,"height":12}},{"id":"d226e08f-e3ba-4785-9e7d-84aea72c0535","block_type":"box","text":"countries and can be significantly affected by changes in interest rates, general economic conditions, price and marketing","page_number":40,"box":{"x":59,"y":278,"width":851,"height":13}},{"id":"2467093c-1dd5-4920-a2c4-222266e5ed75","block_type":"box","text":"competition, the imposition of premium rate caps or other changes in government regulation or tax law. Different segments","page_number":40,"box":{"x":59,"y":293,"width":867,"height":13}},{"id":"eae71916-f3d3-4f8d-a452-402568c7484d","block_type":"box","text":"of the insurance industry can be significantly affected by changes in mortality and morbidity rates, environmental clean-up","page_number":40,"box":{"x":59,"y":308,"width":859,"height":13}},{"id":"bdf25eef-80ef-49b8-97a2-779ab3f44c73","block_type":"box","text":"costs and catastrophic events such as earthquakes, hurricanes and terrorist acts.","page_number":40,"box":{"x":59,"y":324,"width":565,"height":12}},{"id":"1734e6a8-4125-4aee-a96e-405988a54d7b","block_type":"box","text":"Risk of Investing in the Life Science and Tools Industry.","page_number":40,"box":{"x":60,"y":350,"width":395,"height":12}},{"id":"7a0eb86b-03ae-45ea-83cb-74f0a74ee6ca","block_type":"box","text":"The profitability of companies in the Life Science and Tools Industry","page_number":40,"box":{"x":463,"y":350,"width":475,"height":12}},{"id":"7e0c7db3-6636-4c9e-9d87-cde8ac955b2f","block_type":"box","text":"may be affected by limited product focus, rapidly changing technology, product development costs, product liability risks,","page_number":40,"box":{"x":60,"y":365,"width":848,"height":13}},{"id":"833f5d7b-1e74-4fef-bb15-0a616f67b37e","block_type":"box","text":"extensive government regulation, intellectual property rights, and intense competition, any of which may have a material","page_number":40,"box":{"x":59,"y":380,"width":845,"height":13}},{"id":"951a1332-d62f-4706-8ea0-fe8cb7997bc2","block_type":"box","text":"adverse effect on securities prices of a company in which the Fund has invested.","page_number":40,"box":{"x":59,"y":395,"width":560,"height":13}},{"id":"a5bac1cc-59ed-40e6-94b7-0167a93a4626","block_type":"box","text":"Cost containment measures already implemented by the federal government, state governments and the private sector have","page_number":40,"box":{"x":63,"y":422,"width":871,"height":12}},{"id":"85db80ca-1f75-4e83-84e2-8b72c4a91417","block_type":"box","text":"adversely affected certain sectors of companies related to healthcare. If not repealed, the continued implementation or","page_number":40,"box":{"x":59,"y":437,"width":831,"height":12}},{"id":"c5dacf6e-eb70-45ed-9c79-418c89a28ba8","block_type":"box","text":"expansion of the ACA may create increased demand for healthcare products and services but also may have an adverse","page_number":40,"box":{"x":59,"y":452,"width":837,"height":12}},{"id":"46ab9a4b-4c36-4049-ba83-0e209a9e8b5b","block_type":"box","text":"effect on some companies in the life sciences and tools industry. Increased emphasis on managed care in the United States","page_number":40,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"72fd984f-dd3a-4018-ba90-94ba6d7b0d30","block_type":"box","text":"may put pressure on the price and usage of products sold by life sciences and tools companies in which the Fund may invest","page_number":40,"box":{"x":60,"y":482,"width":872,"height":13}},{"id":"9ec02e73-d283-4b99-8663-43474eea3abe","block_type":"box","text":"and may adversely affect the sales and revenues of these companies. In addition, the restructuring or repeal of the ACA may","page_number":40,"box":{"x":59,"y":497,"width":868,"height":13}},{"id":"495e3319-5799-46cd-9050-45aec13a07a9","block_type":"box","text":"result in lower utilization of life science and tools products and services. A reduction in the research budget of the National","page_number":40,"box":{"x":60,"y":513,"width":855,"height":12}},{"id":"737ac8a3-26c2-4e96-9cb0-d58afcacb640","block_type":"box","text":"Institutes of Health may also result in reduced annual research outlays and adversely impact the demand for life science and","page_number":40,"box":{"x":60,"y":528,"width":868,"height":12}},{"id":"aa4e1059-19bb-459e-8b5e-9ccb3d59a44c","block_type":"box","text":"tools products and services.","page_number":40,"box":{"x":59,"y":543,"width":195,"height":12}},{"id":"f3846f60-0d45-4bb6-94c5-db4dc67da4f6","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":40,"box":{"x":60,"y":569,"width":287,"height":13}},{"id":"4eccff1a-00d0-4851-84ff-b2aeccbbdf87","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":40,"box":{"x":356,"y":569,"width":569,"height":13}},{"id":"fe250498-a5f3-4ab1-bfbc-26a6d90cfca4","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":40,"box":{"x":59,"y":584,"width":823,"height":13}},{"id":"a5739150-9867-4cf0-9394-5e4968804a28","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":40,"box":{"x":59,"y":600,"width":879,"height":12}},{"id":"3b89a7d0-7cba-4861-ae49-20ef78bfd423","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which a Fund has exposure.","page_number":40,"box":{"x":59,"y":615,"width":823,"height":12}},{"id":"51ee9fbf-140f-4235-8374-968d8050c4be","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":40,"box":{"x":59,"y":630,"width":802,"height":12}},{"id":"fdca4dc6-3818-49c7-a78f-78175af1d6fa","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":40,"box":{"x":60,"y":645,"width":832,"height":12}},{"id":"aec010a6-2e6a-425a-874e-43f5340e73e7","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":40,"box":{"x":60,"y":660,"width":782,"height":12}},{"id":"05da7c4b-ff40-4ddc-ad17-823f10c02919","block_type":"box","text":"Risk of Investing in the Medical Equipment Industry.","page_number":40,"box":{"x":60,"y":686,"width":374,"height":13}},{"id":"b4c99471-8d5a-4988-a4fb-ee28f97cb978","block_type":"box","text":"Many companies in the medical equipment industry are heavily","page_number":40,"box":{"x":443,"y":686,"width":443,"height":13}},{"id":"015dbaae-6141-493c-90f0-17886388aeac","block_type":"box","text":"dependent on patent protection, and the expiration of patents may adversely affect the profitability of these companies.","page_number":40,"box":{"x":59,"y":702,"width":837,"height":12}},{"id":"2f270bdd-8423-4002-8cf4-bee68bcd1497","block_type":"box","text":"Companies in the medical equipment industry may be subject to extensive litigation based on product liability and similar","page_number":40,"box":{"x":59,"y":717,"width":850,"height":12}},{"id":"aebce06b-ee61-4555-83b6-d93faa4ed80c","block_type":"box","text":"claims as well as competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. The","page_number":40,"box":{"x":59,"y":732,"width":870,"height":12}},{"id":"7009e31c-7d56-4143-ae4f-29b53dbe59d6","block_type":"box","text":"profitability of some medical equipment companies may be dependent on a relatively limited number of products. In","page_number":40,"box":{"x":59,"y":747,"width":815,"height":12}},{"id":"eee027a2-7d7f-4d86-babb-a2b3dd14156f","block_type":"box","text":"addition, their products can become obsolete due to industry innovation, changes in technologies or other market","page_number":40,"box":{"x":59,"y":762,"width":800,"height":12}},{"id":"7d911c44-4fa4-4c99-a83e-62d3b5cd5dac","block_type":"box","text":"developments. Many new products in the medical equipment industry are subject to regulatory approvals, and the process of","page_number":40,"box":{"x":59,"y":777,"width":878,"height":13}},{"id":"eba0c190-57fe-4ba9-b1f2-5055183d3395","block_type":"box","text":"obtaining such approvals is long and costly.","page_number":40,"box":{"x":59,"y":792,"width":304,"height":13}},{"id":"5abf6021-bb47-49c1-a38a-9bc9663742bf","block_type":"box","text":"Risk of Investing in Mortgage Real Estate Investment Trusts.","page_number":40,"box":{"x":60,"y":819,"width":430,"height":12}},{"id":"e1fc1f10-0fde-4fd8-b2b6-ed988af88e6a","block_type":"box","text":"Mortgage REITs lend money to developers and owners of","page_number":40,"box":{"x":500,"y":819,"width":402,"height":12}},{"id":"e2ea0111-009e-472b-ab5b-19dfd593433d","block_type":"box","text":"properties and invest primarily in mortgages and similar real estate interests. The mortgage REITs receive interest payments","page_number":40,"box":{"x":59,"y":834,"width":865,"height":12}},{"id":"637b057b-1d7c-40a6-8a19-c58818f76511","block_type":"box","text":"from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to","page_number":40,"box":{"x":59,"y":849,"width":866,"height":12}},{"id":"da122ab4-52d5-44e9-8eab-0d777a675ddc","block_type":"box","text":"whom they extend funds. Credit risk is the risk that the borrower will not be able to make timely interest and principal","page_number":40,"box":{"x":59,"y":864,"width":822,"height":12}},{"id":"ce108f34-bd9d-4330-a536-425b75779fd9","block_type":"box","text":"29","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"9ebce2bf-da2e-435d-8e33-bd12d85c0beb","block_type":"box","text":"payments on the loan to the REIT. Mortgage REITs also are subject to the risk that the value of mortgaged properties may be","page_number":41,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"7903eea5-39a9-49d9-8ff0-aba6ca0b752c","block_type":"box","text":"less than the amounts owed on the properties. If a mortgage REIT is required to foreclose on a borrower, the amount","page_number":41,"box":{"x":60,"y":82,"width":816,"height":12}},{"id":"bdefb5e7-8a49-4fc2-a9d1-e6fda49e3d30","block_type":"box","text":"recovered in connection with the foreclosure may be less than the amount owed to the mortgage REIT.","page_number":41,"box":{"x":60,"y":97,"width":719,"height":12}},{"id":"8a2a92ca-b4fe-4f21-8ad1-614a15b232b4","block_type":"box","text":"Mortgage REITs are subject to significant interest rate risk. During periods when interest rates are declining, mortgages are","page_number":41,"box":{"x":63,"y":123,"width":859,"height":13}},{"id":"48a03f8d-1984-4a8f-85b2-ccc225694e04","block_type":"box","text":"often refinanced or prepaid. Refinancing or prepayment of mortgages may reduce the yield of mortgage REITs. When interest","page_number":41,"box":{"x":59,"y":138,"width":877,"height":13}},{"id":"51ab114d-19cb-4932-8dcf-f79be47ea8cc","block_type":"box","text":"rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates","page_number":41,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"6ae5dea6-7d03-46fb-b76c-ad13f7537d5f","block_type":"box","text":"rise, the value of a REIT’s investment in fixed rate obligations can be expected to decline. In addition, rising interest rates","page_number":41,"box":{"x":60,"y":169,"width":839,"height":12}},{"id":"8e28bb16-6ff7-4259-a8fe-84dbaf2ef0e3","block_type":"box","text":"generally increase the costs of obtaining financing, which could cause the value of a mortgage REIT’s investments to decline.","page_number":41,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"74f07022-dc1e-4648-95f1-b5862f02a125","block_type":"box","text":"A REIT’s investment in adjustable rate obligations may react differently to interest rate changes than an investment in fixed","page_number":41,"box":{"x":59,"y":199,"width":858,"height":12}},{"id":"eb73a68f-5603-4865-9259-0313891503d1","block_type":"box","text":"rate obligations. As interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT’s investment in","page_number":41,"box":{"x":60,"y":214,"width":848,"height":12}},{"id":"0951b96a-aef3-4eae-8b72-28160e7e7b4f","block_type":"box","text":"such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments","page_number":41,"box":{"x":59,"y":229,"width":864,"height":12}},{"id":"7891297c-d89e-4bef-a133-270f586c76c0","block_type":"box","text":"to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.","page_number":41,"box":{"x":59,"y":244,"width":825,"height":13}},{"id":"34c4bdbc-ee07-4902-bc93-0ec6da4fb9b0","block_type":"box","text":"Mortgage REITs typically use leverage (and in many cases, may be highly leveraged), which increases investment risk and","page_number":41,"box":{"x":63,"y":271,"width":849,"height":12}},{"id":"12d3af6f-1d92-4290-91c1-7cb79f299bc9","block_type":"box","text":"could adversely affect a REIT’s operations and market value in periods of rising interest rates, increased interest rate volatility,","page_number":41,"box":{"x":59,"y":286,"width":873,"height":12}},{"id":"320041ed-63c1-4e68-8591-46222e137fc6","block_type":"box","text":"downturns in the economy and reductions in the availability of financing or deterioration in the conditions of the REIT’s","page_number":41,"box":{"x":59,"y":301,"width":835,"height":12}},{"id":"30bd5f11-078c-447e-be83-66e6ea5fe052","block_type":"box","text":"mortgage-related assets.","page_number":41,"box":{"x":60,"y":316,"width":173,"height":12}},{"id":"cac362cf-2173-4f3a-8682-2a58338d440e","block_type":"box","text":"Risk of Investing in the Natural Resources Industry.","page_number":41,"box":{"x":60,"y":343,"width":366,"height":12}},{"id":"55f07624-6831-486e-83ef-7b38dd7b4e97","block_type":"box","text":"The profitability of companies in the natural resources industry can be","page_number":41,"box":{"x":435,"y":343,"width":491,"height":12}},{"id":"c208230f-138c-461d-9704-1f958d1b69d5","block_type":"box","text":"affected by worldwide energy prices, limits on exploration, and production spending. Companies in the natural resources","page_number":41,"box":{"x":59,"y":358,"width":845,"height":12}},{"id":"31c6f37a-867f-4b66-a103-da91866f36a1","block_type":"box","text":"industry are affected by government regulation, world events and economic conditions. Companies in the natural resources","page_number":41,"box":{"x":60,"y":373,"width":864,"height":12}},{"id":"2a3accb7-ed40-47eb-a9b5-5cab9531f32b","block_type":"box","text":"industry are at risk for environmental damage claims. Companies in the natural resources industry could be adversely","page_number":41,"box":{"x":60,"y":388,"width":821,"height":12}},{"id":"66709a1e-6d01-471d-962c-73158431ca5d","block_type":"box","text":"affected by commodity price volatility, changes in exchange rates, imposition of import controls and increased competition.","page_number":41,"box":{"x":59,"y":403,"width":864,"height":12}},{"id":"ec633cda-903f-4124-bcb2-3b9fdbb25ddd","block_type":"box","text":"Companies in the natural resources industry may be adversely affected by depletion of natural resources, technological","page_number":41,"box":{"x":59,"y":418,"width":831,"height":12}},{"id":"34ebe0d9-cf20-43e9-8cc0-fd23ed2d5b98","block_type":"box","text":"developments, and labor relations.","page_number":41,"box":{"x":59,"y":433,"width":241,"height":13}},{"id":"db269233-1757-455b-8451-8319242f3a36","block_type":"box","text":"Risk of Investing in the Pharmaceuticals Industry.","page_number":41,"box":{"x":60,"y":460,"width":355,"height":12}},{"id":"50604565-7799-4487-a335-945296ed4c12","block_type":"box","text":"Companies in the pharmaceuticals industry are subject to competitive","page_number":41,"box":{"x":424,"y":460,"width":490,"height":12}},{"id":"d94c437f-ed7b-4df7-9871-da91ae621cc3","block_type":"box","text":"forces that may make it difficult to raise prices and, in fact, may result in price discounting. The profitability of some","page_number":41,"box":{"x":59,"y":475,"width":808,"height":12}},{"id":"00e3c513-92e1-4402-979e-73a5cdc73466","block_type":"box","text":"companies in the pharmaceuticals industry may be dependent on a relatively limited number of products. In addition, their","page_number":41,"box":{"x":59,"y":490,"width":859,"height":12}},{"id":"7bbd9253-69b1-4390-a6dd-5ddd8738afc2","block_type":"box","text":"products can become obsolete due to industry innovation, changes in technologies or other market developments. Many","page_number":41,"box":{"x":59,"y":505,"width":849,"height":12}},{"id":"d2ac23ca-9f38-42be-807b-c9f676d5c6dd","block_type":"box","text":"new products in the pharmaceuticals industry are subject to government approvals, regulation and reimbursement rates","page_number":41,"box":{"x":60,"y":520,"width":842,"height":12}},{"id":"7d376a18-3c58-4c3e-9adf-fe94a9c5756d","block_type":"box","text":"which may affect companies’ profitability. The process of obtaining government approvals may be long and costly. Many","page_number":41,"box":{"x":59,"y":535,"width":843,"height":13}},{"id":"cf881b96-da13-4209-b63d-c7cf022d3409","block_type":"box","text":"companies in the pharmaceuticals industry are heavily dependent on patents and intellectual property rights. The loss or","page_number":41,"box":{"x":59,"y":550,"width":845,"height":13}},{"id":"04e84fcd-229d-4f1c-a775-4901d33a9376","block_type":"box","text":"impairment of these rights may adversely affect the profitability of these companies. Companies in the pharmaceutical","page_number":41,"box":{"x":60,"y":566,"width":828,"height":12}},{"id":"6014aeec-c4b8-46cc-b39c-05385a02dc98","block_type":"box","text":"industry may be subject to extensive litigation based on product liability and similar claims.","page_number":41,"box":{"x":60,"y":581,"width":635,"height":12}},{"id":"056aff3f-506f-4e71-951e-84029e5159ea","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":41,"box":{"x":60,"y":607,"width":313,"height":12}},{"id":"5d448eea-95f9-4633-b753-25c1d2fe1d6e","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":41,"box":{"x":382,"y":607,"width":519,"height":12}},{"id":"974a15f2-9b42-4abc-a19d-e4ead9f94028","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":41,"box":{"x":59,"y":622,"width":867,"height":13}},{"id":"85f402f7-3fa8-4c6b-8b6e-de0752d136c4","block_type":"box","text":"Estate Companies”). Investing in Real Estate Companies exposes investors to the risks of owning real estate directly, as well","page_number":41,"box":{"x":60,"y":637,"width":859,"height":13}},{"id":"8f7941ad-2d36-4828-8d05-1eb045e6e27c","block_type":"box","text":"as to risks that relate specifically to the way in which Real Estate Companies are organized and operated. The real estate","page_number":41,"box":{"x":59,"y":652,"width":838,"height":13}},{"id":"7d44ef09-6680-4fbc-bc0a-79f98e7dcdd2","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":41,"box":{"x":60,"y":668,"width":818,"height":12}},{"id":"01bb2773-0694-4160-9263-73226c84a6d0","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":41,"box":{"x":59,"y":683,"width":869,"height":12}},{"id":"c33c347f-6df8-480c-aeca-f9bd95cc0332","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":41,"box":{"x":59,"y":698,"width":439,"height":12}},{"id":"cf6dba27-7a4b-4e48-adaf-fdd8d296195a","block_type":"box","text":"Concentration Risk.","page_number":41,"box":{"x":59,"y":724,"width":134,"height":10}},{"id":"7a172c9f-5fc5-435c-8f48-da7c625d8f08","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":41,"box":{"x":200,"y":724,"width":718,"height":13}},{"id":"8bc1e6f5-bccd-481a-b435-e73b03c935c1","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":41,"box":{"x":59,"y":739,"width":855,"height":13}},{"id":"4d41a231-aa38-4da9-bd88-f88f119ff6d7","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":41,"box":{"x":60,"y":754,"width":416,"height":13}},{"id":"527c1951-8115-436e-84a3-556fe7e1ef4a","block_type":"box","text":"Distressed Investment Risk.","page_number":41,"box":{"x":59,"y":781,"width":189,"height":10}},{"id":"7dfd35cf-ab4b-4e70-846d-a925d03d6a3f","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":41,"box":{"x":254,"y":781,"width":595,"height":12}},{"id":"fd77ead2-97b9-4d1b-908e-7216f976f9da","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":41,"box":{"x":60,"y":796,"width":858,"height":12}},{"id":"72894f58-4dd6-4e10-b74c-bc51542a63b3","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":41,"box":{"x":59,"y":811,"width":806,"height":13}},{"id":"9440fad7-2aac-43c6-8034-c6c09081ad51","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":41,"box":{"x":60,"y":826,"width":856,"height":13}},{"id":"28cb6d7a-29ed-4904-bd07-60b9bae9e8d9","block_type":"box","text":"the securities of companies with higher credit and market risk due to financial or operational difficulties. Higher risk securities","page_number":41,"box":{"x":59,"y":841,"width":879,"height":13}},{"id":"d665f822-9dca-44ca-85b3-05a6e3b9bff5","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":41,"box":{"x":60,"y":857,"width":587,"height":12}},{"id":"63a34e25-5c4c-420d-afdf-33344f8c94b7","block_type":"box","text":"30","page_number":41,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"76c1e7cd-ea5e-4aab-b09e-079f5be5118f","block_type":"box","text":"Illiquidity Risk.","page_number":42,"box":{"x":59,"y":67,"width":98,"height":12}},{"id":"eb2ed8bc-0d22-4c26-8c73-ec819e4b8141","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":42,"box":{"x":163,"y":67,"width":723,"height":12}},{"id":"69dedb04-a9e1-4b06-85b9-3a0b6f5a9cc6","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":42,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"8ca6b7b2-ec16-4b91-87f1-f12610666cce","block_type":"box","text":"volatile than, and perform differently from, shares of large-capitalization companies. There may be less trading in Real Estate","page_number":42,"box":{"x":59,"y":97,"width":869,"height":12}},{"id":"8f0fa13d-0158-41bc-8567-e765ce457c5f","block_type":"box","text":"Company shares, which means that buy and sell transactions in those shares could have a magnified impact on share price,","page_number":42,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"9de5d083-8feb-45d7-bb9c-07707806d107","block_type":"box","text":"resulting in abrupt or erratic price fluctuations. In addition, real estate is relatively illiquid, and, therefore, a Real Estate","page_number":42,"box":{"x":60,"y":127,"width":819,"height":12}},{"id":"30666629-c5cb-471e-87cc-9e4ccb213676","block_type":"box","text":"Company may have a limited ability to vary or liquidate properties in response to changes in economic or other conditions.","page_number":42,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"fe7b07e3-1d9c-436e-b6a3-dbbcd6bbf30d","block_type":"box","text":"Interest Rate Risk.","page_number":42,"box":{"x":59,"y":169,"width":123,"height":9}},{"id":"f78baf99-52f3-403e-9a8d-e480fd95f88a","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":42,"box":{"x":189,"y":169,"width":679,"height":12}},{"id":"dbe8ef0d-4051-409e-ab0d-7ef0356db4dd","block_type":"box","text":"negatively impact a Real Estate Company’s ability to meet its payment obligations. Declining interest rates could result in","page_number":42,"box":{"x":60,"y":184,"width":842,"height":12}},{"id":"e1275f6d-1484-49cd-a467-d4c2afda05d1","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":42,"box":{"x":60,"y":199,"width":679,"height":12}},{"id":"5074f02f-2229-413f-b2fd-f4f211219b49","block_type":"box","text":"Leverage Risk.","page_number":42,"box":{"x":59,"y":225,"width":97,"height":13}},{"id":"8055a8e4-015a-4617-a30f-b6cec88e1d24","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":42,"box":{"x":163,"y":225,"width":774,"height":13}},{"id":"bb4a528a-912b-4d21-b247-f0cafaeed033","block_type":"box","text":"and could adversely affect a Real Estate Company’s operations and market value in periods of rising interest rates. Real Estate","page_number":42,"box":{"x":59,"y":240,"width":875,"height":13}},{"id":"c51dbbcd-6c98-44f8-81c7-4b85b754ffc7","block_type":"box","text":"Companies are also exposed to the risks normally associated with debt financing. Financial covenants related to a Real Estate","page_number":42,"box":{"x":59,"y":256,"width":876,"height":12}},{"id":"62399d12-cc86-4918-957e-10c49a3af690","block_type":"box","text":"Company’s leverage may affect the ability of the Real Estate Company to operate effectively. In addition, real property may be","page_number":42,"box":{"x":59,"y":271,"width":872,"height":12}},{"id":"64a03f7b-4928-4a6e-a128-a400f9ae8ba2","block_type":"box","text":"subject to the quality of credit extended and defaults by borrowers and tenants. If the properties do not generate sufficient","page_number":42,"box":{"x":59,"y":286,"width":857,"height":12}},{"id":"3412c811-34ec-46af-9727-753986f4b927","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":42,"box":{"x":60,"y":301,"width":876,"height":12}},{"id":"9289ed99-7158-4442-b214-e6b467a5ab10","block_type":"box","text":"third-party leasing commissions and other capital expenditures, the income and ability of a Real Estate Company to make","page_number":42,"box":{"x":59,"y":316,"width":851,"height":12}},{"id":"fd182820-f854-410e-ac34-004fa790b313","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":42,"box":{"x":59,"y":331,"width":600,"height":13}},{"id":"42759304-3286-41d7-8840-2400a0aa31af","block_type":"box","text":"Loan Foreclosure Risk.","page_number":42,"box":{"x":59,"y":358,"width":154,"height":9}},{"id":"184d0a15-16e9-4da5-baec-a1296f44f28d","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":42,"box":{"x":219,"y":358,"width":664,"height":12}},{"id":"aa464087-a16d-4fee-a4b3-486309eb454d","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":42,"box":{"x":59,"y":373,"width":871,"height":12}},{"id":"42520343-a806-4252-a5e6-627874233d41","block_type":"box","text":"the length and expense of such proceedings, the validity of the terms of the applicable loan may not be recognized in","page_number":42,"box":{"x":59,"y":388,"width":819,"height":12}},{"id":"71783b5f-2a97-48f9-bb37-233201f7cef9","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":42,"box":{"x":59,"y":403,"width":868,"height":12}},{"id":"59d74b0b-11d2-48ea-952a-ec51073df76f","block_type":"box","text":"rights by a Real Estate Company. Parallel proceedings, such as bankruptcy, may also delay resolution and limit the amount of","page_number":42,"box":{"x":60,"y":418,"width":871,"height":12}},{"id":"ce6db6bd-6b4e-4b79-b768-019a686b8117","block_type":"box","text":"recovery on a foreclosed loan by a Real Estate Company even where the property underlying the loan is liquidated.","page_number":42,"box":{"x":60,"y":433,"width":796,"height":13}},{"id":"8b495bb1-375c-469f-8a53-d71d507a44e3","block_type":"box","text":"Management Risk.","page_number":42,"box":{"x":59,"y":460,"width":130,"height":12}},{"id":"61ecfe92-d7be-482b-b752-199959a8f6d8","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":42,"box":{"x":195,"y":460,"width":734,"height":12}},{"id":"fb31c2ed-49dd-4d72-93ff-1acc1920b7cd","block_type":"box","text":"Real Estate Companies are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers","page_number":42,"box":{"x":60,"y":475,"width":872,"height":12}},{"id":"0a637d51-ec57-412e-ac7a-fb19699392b9","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":42,"box":{"x":59,"y":490,"width":838,"height":12}},{"id":"6db73100-6c77-43dc-a78a-9a59eabe7850","block_type":"box","text":"conflicts of interest, which may adversely affect a Real Estate Company’s shareholders. A Real Estate Company may also have","page_number":42,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"63026e97-9e52-4fea-a7a5-15a9417f1e05","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":42,"box":{"x":58,"y":520,"width":822,"height":12}},{"id":"a3769add-93ce-4c4a-8505-7609a41541fd","block_type":"box","text":"properties may be limited.","page_number":42,"box":{"x":59,"y":535,"width":181,"height":13}},{"id":"7bd98e66-7685-4da7-bd73-a754b2cb9adc","block_type":"box","text":"Property Risk.","page_number":42,"box":{"x":59,"y":562,"width":94,"height":12}},{"id":"efe2eb52-5a55-4c2d-9cc1-d26ef98b5252","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":42,"box":{"x":160,"y":562,"width":752,"height":12}},{"id":"eb0b2fca-b7c3-4938-ba0b-830254658bfb","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":42,"box":{"x":59,"y":577,"width":794,"height":12}},{"id":"cb784236-e06d-4310-906e-b90239e6a283","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":42,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"de1e34cd-7bd2-41a4-bbfc-ba86db32c1b5","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":42,"box":{"x":59,"y":607,"width":819,"height":12}},{"id":"0c3d3b17-f973-4271-ae57-16afa05158ba","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":42,"box":{"x":60,"y":622,"width":859,"height":13}},{"id":"99095492-20ec-4b9a-8920-521a0c22b5ad","block_type":"box","text":"Regulatory Risk.","page_number":42,"box":{"x":59,"y":649,"width":110,"height":12}},{"id":"34256129-40c1-4759-a31b-b4565293c830","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":42,"box":{"x":176,"y":649,"width":754,"height":12}},{"id":"8b5c41e6-f9ee-4246-afab-c383725ab405","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":42,"box":{"x":60,"y":664,"width":828,"height":12}},{"id":"89146c05-c251-4915-ad3e-d2a939f7811b","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":42,"box":{"x":59,"y":679,"width":844,"height":12}},{"id":"24cb88cf-2ec1-404e-958d-5dffa481763d","block_type":"box","text":"addition, quarterly compliance with regulations limiting the proportion of asset types held by a U.S. REIT may force certain","page_number":42,"box":{"x":59,"y":694,"width":855,"height":12}},{"id":"08c01b0c-6435-4a85-9994-fe96f24baf3b","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":42,"box":{"x":60,"y":709,"width":867,"height":12}},{"id":"db25683c-7e56-4a79-a19f-2f491aa9966e","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":42,"box":{"x":59,"y":724,"width":433,"height":13}},{"id":"debaf5a3-d9b2-4a20-9472-87246b5fbee9","block_type":"box","text":"Underlying Investment Risk.","page_number":42,"box":{"x":60,"y":751,"width":191,"height":12}},{"id":"fc1e89e4-61e4-4f19-a30b-2bb7a9b71b2c","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":42,"box":{"x":258,"y":751,"width":625,"height":12}},{"id":"32f3b2ca-d40e-4c67-9fb3-ec3ddec977bc","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":42,"box":{"x":59,"y":766,"width":848,"height":12}},{"id":"8706a015-440e-47f6-98d8-8f2785a7ac4b","block_type":"box","text":"that have higher risks of delinquency and foreclosure than loans on single family homes due to a variety of factors associated","page_number":42,"box":{"x":59,"y":781,"width":876,"height":12}},{"id":"88838a59-5eb9-4357-9cc9-4bf82411fbda","block_type":"box","text":"with commercial property, including the tie between income available to service debt and productive use of the property. Real","page_number":42,"box":{"x":59,"y":796,"width":876,"height":12}},{"id":"9dc79b1a-8761-46b0-8467-687c99558088","block_type":"box","text":"Estate Companies may also invest in debt instruments and preferred equity that are junior in an issuer’s capital structure and","page_number":42,"box":{"x":60,"y":811,"width":871,"height":13}},{"id":"dbf18b50-243a-445e-9a13-f0e8302626b7","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":42,"box":{"x":59,"y":826,"width":868,"height":13}},{"id":"f8777808-10d7-4db3-bc52-428bfe32f844","block_type":"box","text":"greater credit risk of default due to the need to service more senior debt of the issuer. Similarly, preferred equity investments","page_number":42,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"a215eca8-e48a-42f3-be1e-5b50a87c8f3e","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":42,"box":{"x":60,"y":857,"width":820,"height":12}},{"id":"619ee2ec-32f6-4e95-8cf6-0f90e753b5a9","block_type":"box","text":"ranking. Investments in commercial mortgage-backed securities may also be junior in priority in the event of bankruptcy or","page_number":42,"box":{"x":60,"y":872,"width":861,"height":12}},{"id":"a8cb5aba-1eb7-4377-a06d-029f6d6f7fdb","block_type":"box","text":"similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral.","page_number":42,"box":{"x":59,"y":887,"width":850,"height":12}},{"id":"593f43c5-42aa-4a9c-ab45-0f0123056892","block_type":"box","text":"31","page_number":42,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"cf659c59-a5fd-4296-8266-cbefad72001e","block_type":"box","text":"The ability of a holder of junior claims to proceed against a defaulting issuer is circumscribed by the terms of the particular","page_number":43,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"707d9e8f-5d7c-4f31-8244-95a5b0aeb305","block_type":"box","text":"contractual arrangement, which vary considerably from transaction to transaction.","page_number":43,"box":{"x":59,"y":82,"width":579,"height":12}},{"id":"b657f886-6555-4595-8554-b8695fd87f39","block_type":"box","text":"U.S. Tax Risk.","page_number":43,"box":{"x":60,"y":108,"width":89,"height":10}},{"id":"4e78f212-5c71-4f16-8201-270e3fba9799","block_type":"box","text":"Certain U.S. Real Estate Companies are subject to special U.S. federal tax requirements. A REIT that fails to","page_number":43,"box":{"x":155,"y":108,"width":739,"height":13}},{"id":"cdba5d68-06ba-4fad-9a93-ade1526c792a","block_type":"box","text":"comply with such tax requirements may be subject to U.S. federal income taxation, which may affect the value of the REIT","page_number":43,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"1140b2ca-d8e4-4dc7-bd8d-03fe2f5d75f2","block_type":"box","text":"and the characterization of the REIT’s distributions. The U.S. federal tax requirement that a REIT distribute substantially all of","page_number":43,"box":{"x":59,"y":138,"width":871,"height":13}},{"id":"247a143c-4beb-4253-bfbc-e112baa47f82","block_type":"box","text":"its net income to its shareholders may result in a REIT having insufficient capital for future expenditures. A REIT that","page_number":43,"box":{"x":60,"y":154,"width":810,"height":12}},{"id":"190fa478-d1e7-4ed9-9d93-63ab5c84187c","block_type":"box","text":"successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise,","page_number":43,"box":{"x":59,"y":169,"width":822,"height":12}},{"id":"a05c9b83-4ef6-494b-97c4-e41db700e7c1","block_type":"box","text":"penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.","page_number":43,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"88da8b7f-f715-4c7b-ade4-63675e7fa03e","block_type":"box","text":"Because REITs often do not provide complete tax information until after the calendar year-end, a Fund may at times need to","page_number":43,"box":{"x":60,"y":199,"width":866,"height":12}},{"id":"54a8a134-ecb0-495c-8e2d-73f83670ecba","block_type":"box","text":"request permission to extend the deadline for issuing your tax reporting statement or supplement the information otherwise","page_number":43,"box":{"x":60,"y":214,"width":871,"height":12}},{"id":"6956c655-a46c-495f-9afb-ebfef1d4693a","block_type":"box","text":"provided to you.","page_number":43,"box":{"x":59,"y":229,"width":112,"height":12}},{"id":"36b1190c-ff7d-435f-bc72-8fa4512c3d1d","block_type":"box","text":"Risk of Investing in the Residential and Residential-Related REIT Sub-Industry.","page_number":43,"box":{"x":60,"y":256,"width":560,"height":12}},{"id":"db35e931-c724-4c7f-ac1b-100b3834d90d","block_type":"box","text":"The Residential and Residential-Related","page_number":43,"box":{"x":629,"y":256,"width":275,"height":9}},{"id":"7dd834c2-abec-41fd-b448-5ec22ca22f83","block_type":"box","text":"REIT Sub-Industry consists of REITs with exposure to residential real estate and certain types of commercial real estate that","page_number":43,"box":{"x":60,"y":271,"width":862,"height":12}},{"id":"e0f48d61-479c-4e72-9395-32d592eecd65","block_type":"box","text":"complements residential real estate, including properties operated by healthcare providers and self-storage companies. In","page_number":43,"box":{"x":59,"y":286,"width":851,"height":12}},{"id":"54dc06c6-68de-4a08-8b43-268eea5cc9d1","block_type":"box","text":"addition to the risks related to REITs generally, investments in these REITs are subject to additional subsector-specific risks.","page_number":43,"box":{"x":59,"y":301,"width":858,"height":12}},{"id":"78989050-6706-46a7-bef7-c6ad4acc43fa","block_type":"box","text":"Residential real estate may be affected by unique supply and demand factors that do not apply to other REIT sub-sectors. In","page_number":43,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"d084fc36-13fb-452f-a8da-621ce43f8683","block_type":"box","text":"addition, certain investors may already have exposure to residential real estate through ownership of a primary residence or","page_number":43,"box":{"x":59,"y":331,"width":865,"height":13}},{"id":"51b06866-43be-4a7d-b7b5-3269be962d14","block_type":"box","text":"direct ownership of rental property. The value of healthcare-focused REITs may be affected by changes in federal or state","page_number":43,"box":{"x":59,"y":346,"width":844,"height":13}},{"id":"2d5facf8-8a75-45f3-a1a1-69c9d07baf0b","block_type":"box","text":"regulation of healthcare providers and reimbursement rates to healthcare providers under Medicare, Medicaid and other","page_number":43,"box":{"x":60,"y":361,"width":842,"height":13}},{"id":"82f9f1e1-613d-4df8-9217-dd01b8480dae","block_type":"box","text":"public or private health insurance plans. Unlike less specialized commercial real estate, when tenants vacate healthcare","page_number":43,"box":{"x":59,"y":377,"width":837,"height":12}},{"id":"3ba29a66-b4c2-483d-9e57-e56fb8a12066","block_type":"box","text":"related properties, the ability of property management to find replacement tenants may be impaired by the properties’","page_number":43,"box":{"x":60,"y":392,"width":825,"height":12}},{"id":"91e38394-af6a-4f14-9898-6b678ce2e8e6","block_type":"box","text":"specialized healthcare uses. Investments in self-storage REITs are subject to changes in demand levels for self-storage. In","page_number":43,"box":{"x":59,"y":407,"width":845,"height":12}},{"id":"5ba277d1-481e-4acb-aabd-0a72adfd49f5","block_type":"box","text":"addition, self-storage operators may be liable for unplanned environmental and hazardous waste compliance costs","page_number":43,"box":{"x":59,"y":422,"width":804,"height":12}},{"id":"257da755-30ed-456e-a178-844279d21549","block_type":"box","text":"associated with operating self-storage locations.","page_number":43,"box":{"x":59,"y":437,"width":339,"height":12}},{"id":"eb48666e-964d-4683-b139-71e29e7ab237","block_type":"box","text":"Risk of Investing in the Semiconductor Industry.","page_number":43,"box":{"x":60,"y":463,"width":345,"height":13}},{"id":"12a2cce8-8257-457f-a522-4983480bbe23","block_type":"box","text":"Semiconductor companies face intense competition, both domestically","page_number":43,"box":{"x":414,"y":463,"width":500,"height":13}},{"id":"d855bae0-acf4-4aea-a1d6-1a2bd485e9cf","block_type":"box","text":"and internationally; such competition may have an adverse effect on profit margins. Semiconductor companies may have","page_number":43,"box":{"x":59,"y":479,"width":849,"height":12}},{"id":"6a3ade99-30ba-4d7f-97df-3f5597e84c55","block_type":"box","text":"limited product lines, markets, financial resources or personnel. The products of semiconductor companies may face","page_number":43,"box":{"x":60,"y":494,"width":817,"height":12}},{"id":"edc4418f-592c-48d3-a78b-c38d20eba961","block_type":"box","text":"obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in","page_number":43,"box":{"x":59,"y":509,"width":848,"height":12}},{"id":"7c9270a7-e162-4902-a116-5803b2d0ee01","block_type":"box","text":"growth rates and competition for the services of qualified personnel. Capital equipment expenditures could be substantial","page_number":43,"box":{"x":59,"y":524,"width":852,"height":12}},{"id":"99129245-95d0-4cf1-9cfc-af62186ffb00","block_type":"box","text":"and equipment generally suffers from rapid obsolescence. Companies in the semiconductor industry are heavily dependent","page_number":43,"box":{"x":59,"y":539,"width":863,"height":12}},{"id":"ffe56f11-dc7b-4163-9ff7-40d059779ee6","block_type":"box","text":"on patent and intellectual property rights. The loss or impairment of these rights would adversely affect the profitability of","page_number":43,"box":{"x":59,"y":554,"width":854,"height":13}},{"id":"0ea470f5-525f-4d0f-b509-c74c95d270e3","block_type":"box","text":"these companies.","page_number":43,"box":{"x":59,"y":569,"width":121,"height":13}},{"id":"983008f9-a7e7-425f-aca4-b879cffbf145","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":43,"box":{"x":60,"y":596,"width":313,"height":12}},{"id":"6ae17719-ab0d-46f8-8d28-f4afd33df98e","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":43,"box":{"x":382,"y":596,"width":508,"height":12}},{"id":"87a2c4e7-ceef-4615-8676-50777bcaf77c","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":43,"box":{"x":59,"y":611,"width":830,"height":12}},{"id":"435f043a-8dfe-458f-a563-a51607a990a9","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":43,"box":{"x":59,"y":626,"width":803,"height":12}},{"id":"9d793ac9-9183-4937-918c-dd56ce04a6d4","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":43,"box":{"x":59,"y":641,"width":838,"height":12}},{"id":"c7be522c-ce9b-44e2-99f7-0a7288f10a7e","block_type":"box","text":"disruptions to supply chains and distribution networks as well as issues at third-party partners. They are heavily dependent","page_number":43,"box":{"x":59,"y":656,"width":861,"height":13}},{"id":"16f63cc1-f2e9-418e-b7aa-6e4defad4d91","block_type":"box","text":"on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their","page_number":43,"box":{"x":59,"y":671,"width":815,"height":13}},{"id":"9f1982ee-d999-4422-b872-1b494c36542d","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":43,"box":{"x":59,"y":686,"width":864,"height":13}},{"id":"490b1562-688f-4cf4-85eb-3c5c5dd54a44","block_type":"box","text":"legal action. These companies also may be adversely affected by, among other things, actual or perceived security","page_number":43,"box":{"x":60,"y":702,"width":796,"height":12}},{"id":"619966cd-5f0d-48a7-aef2-24819b0bd0c7","block_type":"box","text":"vulnerabilities or other defects in their products and services, which may result in lawsuits, government enforcement actions","page_number":43,"box":{"x":59,"y":717,"width":871,"height":12}},{"id":"ba6c58bb-c30a-4c36-a53d-dce8fab3661b","block_type":"box","text":"and other remediation costs.","page_number":43,"box":{"x":59,"y":732,"width":201,"height":10}},{"id":"0546c229-d3bb-4e7a-8db7-34ae3a23c72a","block_type":"box","text":"Risk of Investing in the Telecommunications Sector.","page_number":43,"box":{"x":60,"y":758,"width":371,"height":13}},{"id":"7032df96-17b2-4591-969c-47166250fccd","block_type":"box","text":"The telecommunications sector of a country’s economy is often","page_number":43,"box":{"x":440,"y":758,"width":447,"height":13}},{"id":"9e748bd4-35b5-4bfd-b4d9-12922380c0d2","block_type":"box","text":"subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to","page_number":43,"box":{"x":59,"y":773,"width":832,"height":13}},{"id":"0cfe0607-fe96-47fb-85c4-16d6fc825d7b","block_type":"box","text":"receive required regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of","page_number":43,"box":{"x":60,"y":788,"width":878,"height":13}},{"id":"6c0b3a09-e502-4031-a022-a525ef8c913d","block_type":"box","text":"telecommunications companies. Government actions around the world, specifically in the area of pre-marketing clearance of","page_number":43,"box":{"x":59,"y":804,"width":877,"height":12}},{"id":"7d120364-03eb-4b81-9843-886a119425d9","block_type":"box","text":"products and prices, can be arbitrary and unpredictable. Companies in the telecommunications sector may experience","page_number":43,"box":{"x":59,"y":819,"width":829,"height":12}},{"id":"94cd1dae-316c-475b-8767-a31b23d87769","block_type":"box","text":"distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in","page_number":43,"box":{"x":59,"y":834,"width":799,"height":12}},{"id":"d7451588-4f5a-4c30-a52f-fcb5f0b23474","block_type":"box","text":"developing new products and services using new technology. Technological innovations may make the products and services","page_number":43,"box":{"x":59,"y":849,"width":878,"height":12}},{"id":"3be65522-e8c8-41a9-9677-c08475faba59","block_type":"box","text":"32","page_number":43,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"53c1a128-69a2-4f11-8181-18006dd77070","block_type":"box","text":"of certain telecommunications companies obsolete. Finally, while all companies may be susceptible to network security","page_number":44,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"62a8ba93-472a-4946-8780-40465ae2eb78","block_type":"box","text":"breaches, certain companies in the telecommunications sector may be particular targets of hacking and potential theft of","page_number":44,"box":{"x":60,"y":82,"width":850,"height":12}},{"id":"15249dda-fbc2-42de-b50e-202ecd32d823","block_type":"box","text":"proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":44,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"14cdc2a2-1ad3-4d34-a160-c98c36aa0aaf","block_type":"box","text":"Risk of Investing in the Utilities Sector.","page_number":44,"box":{"x":60,"y":123,"width":274,"height":13}},{"id":"2759b7d0-e22b-47e7-bbca-5e7169c278c2","block_type":"box","text":"The utilities sector may be adversely affected by changing commodity prices,","page_number":44,"box":{"x":343,"y":123,"width":539,"height":13}},{"id":"b749f292-b835-4c38-b305-2c9d57635626","block_type":"box","text":"government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest rate fluctuations","page_number":44,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"7fffd9d6-94c4-4e53-9254-90baaa7cfe99","block_type":"box","text":"and changes in the cost of providing specific utility services. The utilities industry is also subject to potential terrorist attacks,","page_number":44,"box":{"x":59,"y":154,"width":872,"height":12}},{"id":"0f66e0db-ffcf-4ab9-b41d-d1c36f1d789e","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":44,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"5217dc81-c4b3-4333-b32e-e995da3ebe15","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":44,"box":{"x":59,"y":184,"width":858,"height":12}},{"id":"df45c41b-f41e-46fa-81fc-486c27fead6c","block_type":"box","text":"may limit utility profits. Federal legislation may facilitate the construction of electric transmission lines not only by public","page_number":44,"box":{"x":60,"y":199,"width":841,"height":12}},{"id":"a08bbf83-2985-49e5-b9f8-5255ec9aa937","block_type":"box","text":"utilities but also by independent transmission developers, which could increase competition in the wholesale electricity","page_number":44,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"b678ae8c-a942-4f03-8039-d3799eb54bad","block_type":"box","text":"markets. 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The dissemination of position-level liquidity metrics","page_number":47,"box":{"x":92,"y":710,"width":817,"height":13}},{"id":"841339d7-3235-42fe-bc30-7482b0edc6f6","block_type":"box","text":"data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted","page_number":47,"box":{"x":92,"y":726,"width":831,"height":12}},{"id":"388dd809-6ca5-48fd-8d88-e05ddfeba205","block_type":"box","text":"unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end","page_number":47,"box":{"x":92,"y":741,"width":828,"height":12}},{"id":"f5ced6db-d8ba-4add-9471-5b67fbaadb8c","block_type":"box","text":"requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio","page_number":47,"box":{"x":92,"y":756,"width":822,"height":12}},{"id":"9f11faff-b488-46e3-a4fe-17a6e0ae2237","block_type":"box","text":"level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of","page_number":47,"box":{"x":92,"y":771,"width":811,"height":12}},{"id":"e9e8a220-3be3-4efa-9710-a18a13a62742","block_type":"box","text":"portfolio management and must be disclosed to all parties requesting the information if disclosed to any party.","page_number":47,"box":{"x":92,"y":786,"width":773,"height":12}},{"id":"bcae3d42-3892-448b-a637-e411c51cbceb","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":47,"box":{"x":59,"y":812,"width":862,"height":13}},{"id":"f88eeed9-fe48-4a06-923c-96665d21a632","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":47,"box":{"x":59,"y":828,"width":873,"height":12}},{"id":"274f94e2-bb2f-4252-ac91-c0acc7f75757","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":47,"box":{"x":59,"y":843,"width":634,"height":12}},{"id":"3b23c954-63cb-429d-8d9d-33bc19fde5d3","block_type":"box","text":"36","page_number":47,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"88affdc5-2135-488e-9d10-94cf257a4ccc","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":48,"box":{"x":60,"y":67,"width":822,"height":30}},{"id":"392c5bdb-45a9-47d4-a92d-357d9de7b65f","block_type":"box","text":"Indexes","page_number":48,"box":{"x":62,"y":97,"width":124,"height":24}},{"id":"e673129d-c49b-4fdd-97b3-0bcd963410ac","block_type":"box","text":"Descriptions of the Underlying Indexes are provided below.","page_number":48,"box":{"x":60,"y":138,"width":410,"height":13}},{"id":"f50c83f6-795d-4efb-b3d1-702e51287f35","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":48,"box":{"x":59,"y":165,"width":870,"height":12}},{"id":"8a91b89c-5d77-41a9-b4f4-f2757068efbd","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":48,"box":{"x":60,"y":180,"width":837,"height":12}},{"id":"b7d735f4-aed1-4803-9817-78c3ac5df673","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":48,"box":{"x":60,"y":195,"width":877,"height":12}},{"id":"f07afa54-0e54-42be-ae5c-dfe87eac389a","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":48,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"be659917-fb30-40ec-9a42-3efe1fe45fe4","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":48,"box":{"x":60,"y":225,"width":868,"height":13}},{"id":"692374ef-aa1f-4ff4-8cf3-e9680954128b","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":48,"box":{"x":60,"y":240,"width":857,"height":13}},{"id":"0455e18f-80ed-49a3-be52-1429c6c0c276","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":48,"box":{"x":59,"y":256,"width":864,"height":12}},{"id":"c5a4e90d-6a59-444d-8150-4b5a982fe61d","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":48,"box":{"x":59,"y":271,"width":829,"height":12}},{"id":"07bb82e1-ce1f-44cb-b67c-9015023ab9d9","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":48,"box":{"x":59,"y":286,"width":583,"height":12}},{"id":"9e2eb33f-17c1-43c2-bbb1-959fdcee886c","block_type":"box","text":"The Dow Jones Indexes","page_number":48,"box":{"x":59,"y":316,"width":390,"height":27}},{"id":"3dbf498f-ab33-44a5-a539-ac0e60307195","block_type":"box","text":"Issue Changes.","page_number":48,"box":{"x":60,"y":358,"width":107,"height":12}},{"id":"90690d23-013b-4d0e-a655-af2cd1dc1057","block_type":"box","text":"Each Underlying Index is reviewed and rebalanced quarterly to maintain accurate representation of the","page_number":48,"box":{"x":173,"y":358,"width":718,"height":12}},{"id":"e069d1dd-87ec-4911-98ef-0c6c226312a3","block_type":"box","text":"market segment represented by the Underlying Index. Securities that are removed from an Index between reconstitution","page_number":48,"box":{"x":60,"y":373,"width":840,"height":12}},{"id":"786f9586-f8a6-4be3-b71e-08c361dbb1ca","block_type":"box","text":"dates are not replaced.","page_number":48,"box":{"x":59,"y":388,"width":158,"height":12}},{"id":"7574d3dc-2275-409f-91dc-fd70aa8fc2ab","block_type":"box","text":"Index Maintenance.","page_number":48,"box":{"x":60,"y":414,"width":141,"height":10}},{"id":"ff198972-dd5a-4707-bb7a-390acc2f58bc","block_type":"box","text":"Maintaining the Underlying Indexes includes monitoring and completing the adjustments for additions","page_number":48,"box":{"x":207,"y":414,"width":720,"height":13}},{"id":"e21dcca9-1ffe-49df-9451-5ca3230b1cdd","block_type":"box","text":"and deletions to each Underlying Index, share changes, stock splits, stock dividends, and stock price adjustments due to","page_number":48,"box":{"x":59,"y":429,"width":842,"height":13}},{"id":"5af96d72-157e-46f5-ac98-61d9846ddc9d","block_type":"box","text":"restructuring and spin-offs.","page_number":48,"box":{"x":60,"y":445,"width":190,"height":12}},{"id":"abf73574-b668-49d3-82ba-46cdcbe6207e","block_type":"box","text":"Weighting.","page_number":48,"box":{"x":59,"y":471,"width":77,"height":12}},{"id":"31133753-0889-4c70-b3b3-236ddd2621bc","block_type":"box","text":"The component stocks are weighted according to the float-adjusted market capitalization. The impact of a","page_number":48,"box":{"x":141,"y":471,"width":747,"height":12}},{"id":"4e70ffeb-f00b-45a9-a102-4b6632f5b383","block_type":"box","text":"component’s price change is proportional to the issue’s total market value, which is the share price multiplied by the number","page_number":48,"box":{"x":59,"y":486,"width":875,"height":12}},{"id":"6a0616f8-b4c2-4af2-966a-6b27dd926146","block_type":"box","text":"of shares outstanding. Each Underlying Index is adjusted to reflect changes in capitalization resulting from mergers,","page_number":48,"box":{"x":59,"y":501,"width":809,"height":13}},{"id":"ce7fe6e2-09f4-4299-9e5e-1a71542cf5cb","block_type":"box","text":"acquisitions, stock rights, substitutions and other capital events. Each of the Underlying Indexes (subject to any applicable","page_number":48,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"59dd7a4c-ac93-43b5-bfb7-78a48d68b4bd","block_type":"box","text":"capping as described below) is a free-float adjusted market capitalization-weighted index, so the impact of a component’s","page_number":48,"box":{"x":59,"y":531,"width":856,"height":13}},{"id":"1ec0e253-2b35-4692-88fd-41ad867f5435","block_type":"box","text":"price change is proportional to the component’s free-float adjusted market value, which is the share price multiplied by the","page_number":48,"box":{"x":59,"y":547,"width":861,"height":12}},{"id":"75ac2f54-4874-4f90-8c64-35f512b7babc","block_type":"box","text":"number of float-adjusted shares outstanding. S&P Dow Jones Indices LLC (“SPDJI”) defines the free-float of a security as the","page_number":48,"box":{"x":60,"y":562,"width":866,"height":12}},{"id":"d3ea2bdd-8adf-477e-af1c-c550e5f5a796","block_type":"box","text":"proportion of shares outstanding that are deemed to be available for purchase in the public equity markets by investors. 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Under SPDJI’s free-float adjustment","page_number":48,"box":{"x":60,"y":622,"width":809,"height":13}},{"id":"8286e9f6-b3bf-422c-be9e-6bb9a686f1ee","block_type":"box","text":"methodology, a company’s outstanding shares are adjusted if, and only if, an entity in any of the four qualified categories","page_number":48,"box":{"x":60,"y":637,"width":844,"height":13}},{"id":"54b3e290-b557-4386-814e-928ad4872e8e","block_type":"box","text":"listed above owns 5% or more of the company. The company’s shares will not be adjusted if the block ownership is less than","page_number":48,"box":{"x":60,"y":652,"width":871,"height":13}},{"id":"652bd13b-d5c6-472e-b84d-9d5d5b434cfc","block_type":"box","text":"5%. A constituent’s inclusion factor is equal to its estimated percentage of free-float shares outstanding. For example, a","page_number":48,"box":{"x":59,"y":668,"width":839,"height":12}},{"id":"5bbb63b1-91f9-40d2-bca7-45d4e8a2a7bf","block_type":"box","text":"constituent security with a free-float of 67% will be included in the index at 67% of its market capitalization. However, a","page_number":48,"box":{"x":59,"y":683,"width":837,"height":12}},{"id":"02ea3da3-cad0-4ebe-86ab-ba8a242b12fe","block_type":"box","text":"company’s outstanding shares are not adjusted by institutional investors’ holdings, which include, but are not limited to, the","page_number":48,"box":{"x":59,"y":698,"width":868,"height":12}},{"id":"715dba08-448d-4af4-a008-7b5d9f1f8006","block_type":"box","text":"following categories: custodian nominees, trustee companies, mutual funds (open-end and closed-end funds), and other","page_number":48,"box":{"x":59,"y":713,"width":849,"height":12}},{"id":"0c425dbf-c3a1-405f-8f08-ab25ebdcc3df","block_type":"box","text":"investment companies.","page_number":48,"box":{"x":60,"y":729,"width":160,"height":11}},{"id":"fb0e4588-3d75-49c7-aca8-b8b313ce7e00","block_type":"box","text":"Index Availability.","page_number":48,"box":{"x":60,"y":754,"width":125,"height":13}},{"id":"55a660ee-12e9-41a9-8882-1eee12ef2571","block_type":"box","text":"The Underlying Indexes are calculated continuously and are available from major data vendors.","page_number":48,"box":{"x":190,"y":754,"width":665,"height":13}},{"id":"d8cb7459-661b-4d55-a2f6-a820ade98b8c","block_type":"box","text":"The starting universe for several underlying indexes is the Dow Jones U.S. Total Stock Market Index (“TSM”). To be eligible for","page_number":48,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"950c4e1e-59be-4e17-859d-0859ca23667e","block_type":"box","text":"inclusion, issuers must have, among other things, an investable weight factor (“IWF”) of at least 0.10, as calculated by the","page_number":48,"box":{"x":60,"y":796,"width":850,"height":12}},{"id":"734c3964-e693-4781-9411-b309f6e12f53","block_type":"box","text":"Index Provider, or a float-adjusted market capitalization greater than or equal to 10% of the total company-level market","page_number":48,"box":{"x":60,"y":811,"width":834,"height":13}},{"id":"edfa395c-d5e1-4584-9c4d-0f904e5c7a5a","block_type":"box","text":"capitalization of the 100th largest company in the index, ranked by total market capitalization as of a reference date","page_number":48,"box":{"x":59,"y":826,"width":807,"height":13}},{"id":"6b7c7c3e-e00e-4ead-ae78-3983a2224ddb","block_type":"box","text":"(together, the “IWF Requirements”). The IWF is the percentage of a company’s available float shares divided by total shares","page_number":48,"box":{"x":60,"y":841,"width":859,"height":13}},{"id":"140b2202-f125-47ff-a802-143723b8f3a6","block_type":"box","text":"outstanding.","page_number":48,"box":{"x":59,"y":857,"width":88,"height":12}},{"id":"c85e81a1-ebf2-438e-a090-9ed5034ab31b","block_type":"box","text":"37","page_number":48,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"47912e7d-2711-4fd9-a5a8-7cb4aa93e97f","block_type":"box","text":"IPO Fast Entry.","page_number":49,"box":{"x":60,"y":67,"width":102,"height":12}},{"id":"13bc0b10-e9a9-4082-949d-3364636d4457","block_type":"box","text":"Certain large initial public offerings (“IPOs”) may be eligible for fast track entry into the TSM (“fast track","page_number":49,"box":{"x":167,"y":67,"width":726,"height":12}},{"id":"0698d39a-43fa-4583-b51c-98367d52d83d","block_type":"box","text":"IPOs”). Only newly public IPOs and IPO direct placement listings are eligible for fast track entry. A newly public IPO must have","page_number":49,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"1b5228cd-228f-4e4a-8793-8545a8e285d5","block_type":"box","text":"a float-adjusted market capitalization of at least $2 billion, calculated using the shares offered and the closing price on the","page_number":49,"box":{"x":59,"y":97,"width":853,"height":12}},{"id":"23c1a178-51c6-45cd-8ab0-c3a9752650ff","block_type":"box","text":"first day of trading on an eligible exchange. A direct placement listing IPO must have a float-adjusted market capitalization of","page_number":49,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"e1286b56-169e-4317-bd5c-76642de9aa1d","block_type":"box","text":"at least $2 billion, calculated using the shares available to the public as determined by its IWF and its closing price on the first","page_number":49,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"454fd405-b27b-4f67-b902-ef60b121555a","block_type":"box","text":"day of trading on an eligible exchange. A fast track IPO must meet all other applicable index eligibility rules (including the","page_number":49,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"76fe88eb-d81d-49c5-9414-c507898dee4f","block_type":"box","text":"IWF Requirements), except for the liquidity requirement. Once the Index Provider announces that an IPO is eligible for fast","page_number":49,"box":{"x":60,"y":157,"width":852,"height":13}},{"id":"945c3c6b-9b8d-4993-821b-597882b2cf6f","block_type":"box","text":"track entry, the security will be added to the index with five business days’ lead time. However, if a fast track IPO would be","page_number":49,"box":{"x":59,"y":172,"width":851,"height":13}},{"id":"e6d2c87e-5c5e-4087-8375-b20d2131dffb","block_type":"box","text":"added during a quarterly rebalance freeze period, it may instead be added on the rebalance effective date at the discretion of","page_number":49,"box":{"x":59,"y":188,"width":871,"height":12}},{"id":"c2f062cd-95e3-40d5-a838-d36639f4e7b4","block_type":"box","text":"the Index Provider.","page_number":49,"box":{"x":59,"y":203,"width":129,"height":9}},{"id":"1dcd146d-a9d1-4ce2-953e-a59c3b76324d","block_type":"box","text":"Component Selection Criteria.","page_number":49,"box":{"x":59,"y":229,"width":217,"height":12}},{"id":"a37776ba-6d6b-493a-ae55-f8f24901e9d3","block_type":"box","text":"The following indexes are collectively referred to herein as the “Dow Jones U.S. Select Sectors","page_number":49,"box":{"x":281,"y":229,"width":650,"height":12}},{"id":"477e0b4c-3aa9-4972-8be8-55a26c9eec05","block_type":"box","text":"Specialty Indexes”: Dow Jones U.S. Select Aerospace & Defense Index, Dow Jones U.S. Select Health Care Providers Index,","page_number":49,"box":{"x":59,"y":244,"width":845,"height":13}},{"id":"fdf5125d-fccf-4f6d-84d6-0690fecdd7f3","block_type":"box","text":"Dow Jones U.S. Select Home Construction Index, Dow Jones U.S. Select Insurance Index, Dow Jones U.S. Select Investment","page_number":49,"box":{"x":60,"y":259,"width":853,"height":12}},{"id":"009428a9-e385-48dc-9c28-5d5554d2783b","block_type":"box","text":"Services Index, Dow Jones U.S. Select Medical Equipment Index, Dow Jones U.S. Select Oil Equipment & Services Index, Dow","page_number":49,"box":{"x":59,"y":274,"width":865,"height":13}},{"id":"85768327-27b5-4dc3-a5aa-df869982be56","block_type":"box","text":"Jones U.S. Select Oil Exploration & Production Index, Dow Jones U.S. Select Pharmaceuticals Index and Dow Jones U.S. Select","page_number":49,"box":{"x":58,"y":290,"width":871,"height":12}},{"id":"cfc0c5c0-c3ae-42bf-9c03-e008e0074a8f","block_type":"box","text":"Regional Banks Index. The Dow Jones U.S. Real Estate Capped Index is part of the Dow Jones Global Indices family. On a","page_number":49,"box":{"x":60,"y":305,"width":833,"height":12}},{"id":"12a1be56-fc43-4bd0-8bf8-93a761e2b252","block_type":"box","text":"quarterly basis, SPDJI conducts reviews of the float-adjusted market capitalizations and weightings of the securities in the","page_number":49,"box":{"x":59,"y":320,"width":850,"height":12}},{"id":"ca7898e6-3649-4b29-9574-7e2f26722515","block_type":"box","text":"Underlying Indexes.","page_number":49,"box":{"x":60,"y":335,"width":136,"height":12}},{"id":"44c363ca-3e2c-4676-8fd1-49b9c38b023e","block_type":"box","text":"Securities of companies listed on a major U.S. exchange (such as the New York Stock Exchange, Inc. (“NYSE”), the NYSE MKT","page_number":49,"box":{"x":59,"y":361,"width":877,"height":13}},{"id":"9fc8a235-13ce-4636-8774-1a2e4fdf1b2f","block_type":"box","text":"Equities or the Nasdaq) are considered for inclusion in the Underlying Indexes, with the following general rules and","page_number":49,"box":{"x":60,"y":377,"width":802,"height":12}},{"id":"52543958-6fa0-4fbd-9db1-46dd99685688","block_type":"box","text":"exceptions. Foreign issues, including ADRs and GDRs, non-common equity issues such as preferred stocks, convertible notes,","page_number":49,"box":{"x":59,"y":392,"width":879,"height":12}},{"id":"0c8adbff-7137-4866-9bcf-2d282c3561a2","block_type":"box","text":"warrants, rights, closed-end funds, trust receipts, limited liabilities companies, royalty trusts, units, limited partnerships, OTC","page_number":49,"box":{"x":59,"y":407,"width":869,"height":12}},{"id":"dee58e2e-7d3d-4217-ae04-f76fed1fd82e","block_type":"box","text":"bulletin boards and pink sheet stocks generally are not eligible for inclusion in the indexes.","page_number":49,"box":{"x":60,"y":422,"width":629,"height":12}},{"id":"3386e790-d5d5-49ff-85a5-bd9ecf86cce8","block_type":"box","text":"Other than the Dow Jones U.S. Select Home Construction Index and the Dow Jones U.S. Select Regional Banks Index on the","page_number":49,"box":{"x":59,"y":448,"width":860,"height":13}},{"id":"ee4a84c3-b06a-4295-aaf6-3df6aa628466","block_type":"box","text":"last business day of the month prior to the quarterly review, a security must have a $500 million float-adjusted market","page_number":49,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"6a022f02-bcd6-4df2-8aa9-7d7e65825194","block_type":"box","text":"capitalization to be added to a Dow Jones U.S. Select Sector Specialty Index or the Dow Jones U.S. Real Estate Capped Index;","page_number":49,"box":{"x":59,"y":479,"width":866,"height":12}},{"id":"26e1cb8f-e737-4ccd-aa8e-b5d6f6a6d934","block_type":"box","text":"securities with a float-adjusted market capitalization below $250 million will be removed from the applicable Underlying","page_number":49,"box":{"x":59,"y":494,"width":839,"height":12}},{"id":"cc2e9306-fca6-4853-82ba-154a4d816dcb","block_type":"box","text":"Index.","page_number":49,"box":{"x":60,"y":509,"width":40,"height":10}},{"id":"c3328ca7-9833-407f-b6bc-f0baeaa9ee50","block_type":"box","text":"On the last business day of the month prior to the quarterly review, a security must have a $500 million float-adjusted market","page_number":49,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"c7ea704b-af68-411a-89a5-54edd60e31ce","block_type":"box","text":"capitalization to be added to the Dow Jones U.S. Select Home Construction Index; securities with a float-adjusted market","page_number":49,"box":{"x":59,"y":550,"width":844,"height":13}},{"id":"267f4f2d-33b2-4029-9162-7fedd67df6c4","block_type":"box","text":"capitalization below $100 million will be removed from the Dow Jones U.S. Select Home Construction Index.","page_number":49,"box":{"x":59,"y":566,"width":753,"height":12}},{"id":"8af2af5f-4375-4df3-b24d-4d7089bdc4ab","block_type":"box","text":"The Underlying Indexes are rebalanced quarterly, effective at the open of trading on the Monday following the third Friday of","page_number":49,"box":{"x":59,"y":592,"width":871,"height":12}},{"id":"48cbc282-ecfd-4fc7-a3c9-a75acf254e07","block_type":"box","text":"March, June, September and December. Component eligibility is determined as of the last trading day of the month prior to","page_number":49,"box":{"x":59,"y":607,"width":861,"height":12}},{"id":"1680fcac-9872-4a1f-b26f-b084b70fc3f8","block_type":"box","text":"rebalancing.","page_number":49,"box":{"x":60,"y":622,"width":83,"height":13}},{"id":"714842a6-6147-41fd-bf9f-1f53fa150ccc","block_type":"box","text":"With respect to the Dow Jones U.S. Select Specialty Sector Indexes, at each quarterly rebalance,","page_number":49,"box":{"x":59,"y":649,"width":665,"height":12}},{"id":"7d5c950c-217c-45a2-a47b-11cd3b42a27f","block_type":"box","text":"• no single Underlying Index component may have a weight greater than 22.5% of the Index; and","page_number":49,"box":{"x":59,"y":669,"width":702,"height":12}},{"id":"41d5f35a-43bd-46d7-9a4e-f898db75344b","block_type":"box","text":"• the sum of the weights of the Index components that are individually greater than 4.5% may not be greater than 45% of","page_number":49,"box":{"x":59,"y":689,"width":878,"height":12}},{"id":"a799ffbc-ad00-473b-9a23-998e59d2e0cd","block_type":"box","text":"the Index.","page_number":49,"box":{"x":91,"y":704,"width":69,"height":10}},{"id":"48df354e-69c4-44d2-ae08-83b749429aeb","block_type":"box","text":"Dow Jones U.S. Real Estate Capped Index","page_number":49,"box":{"x":60,"y":731,"width":294,"height":12}},{"id":"c294598f-2aa6-4ac6-bbb6-ace408c91bf7","block_type":"box","text":"Number of Components: approximately 61","page_number":49,"box":{"x":60,"y":749,"width":305,"height":13}},{"id":"eca168cf-e592-4d1b-8029-ab3c984ef408","block_type":"box","text":"Index Description.","page_number":49,"box":{"x":60,"y":772,"width":130,"height":12}},{"id":"d773050b-36bb-438d-a6f5-00f1919a5991","block_type":"box","text":"The Dow Jones U.S. Real Estate Capped Index is a subset of the Dow Jones U.S. Index. The Underlying","page_number":49,"box":{"x":195,"y":772,"width":708,"height":12}},{"id":"472e7882-634e-4286-8af7-fbf37165a16f","block_type":"box","text":"Index includes only companies in the real estate sector of the Dow Jones U.S. Index.","page_number":49,"box":{"x":60,"y":787,"width":583,"height":13}},{"id":"be5ab14d-2831-443c-869b-20a92be3fbcc","block_type":"box","text":"The Underlying Index uses a capping methodology to limit the weight of the securities of any single issuer to a maximum of","page_number":49,"box":{"x":59,"y":814,"width":869,"height":12}},{"id":"c7a32280-4980-48fe-b52a-640209bfa3df","block_type":"box","text":"10% of the Underlying Index. Additionally, the Underlying Index constrains at each quarterly review: (i) the weight of any","page_number":49,"box":{"x":61,"y":829,"width":842,"height":12}},{"id":"021aa2a6-c916-4876-a876-3f1c43043895","block_type":"box","text":"single issuer to a maximum of 10%, and (ii) the aggregate weight of all issuers that individually exceed 4.50% of the index","page_number":49,"box":{"x":59,"y":844,"width":856,"height":12}},{"id":"b3c31681-5e1c-497d-b5a6-d4c7f1071fed","block_type":"box","text":"weight to a maximum of 22.50%. Between scheduled quarterly index reviews, the Underlying Index is rebalanced at the end","page_number":49,"box":{"x":59,"y":859,"width":868,"height":12}},{"id":"6f7a67ff-b6bb-4f1e-9dfe-7b8ca3533324","block_type":"box","text":"of any day on which all issuers that individually constitute more than 5% of the weight of the Underlying Index constitute","page_number":49,"box":{"x":59,"y":874,"width":850,"height":13}},{"id":"65e77200-bd45-4c90-87a6-2647a580b19e","block_type":"box","text":"38","page_number":49,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"49f27b91-e4de-4112-8a6c-fa9bb9811d13","block_type":"box","text":"more than 25% of the weight of the Underlying Index in the aggregate. In implementing this capping methodology, SPDJI","page_number":50,"box":{"x":60,"y":67,"width":848,"height":12}},{"id":"d0e55465-1915-401d-9a18-dc4cbc85d9f3","block_type":"box","text":"may consider two or more companies as belonging to the same issuer where there is reasonable evidence of common","page_number":50,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"a9f2035a-8a28-4abe-b665-8ad59d66eaa4","block_type":"box","text":"control.","page_number":50,"box":{"x":59,"y":97,"width":52,"height":10}},{"id":"f1063977-e756-40fb-a1af-421ac8391400","block_type":"box","text":"Dow Jones U.S. Select Aerospace & Defense Index","page_number":50,"box":{"x":60,"y":123,"width":359,"height":13}},{"id":"50ba1d38-74b7-4021-98fa-cee73faf8cbd","block_type":"box","text":"Number of Components: approximately 44","page_number":50,"box":{"x":60,"y":142,"width":308,"height":13}},{"id":"e7196982-d6a5-4308-b03b-f7199a54f93a","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":165,"width":130,"height":12}},{"id":"10388920-2ceb-43dc-a35e-5bb99e085ad0","block_type":"box","text":"The Dow Jones U.S. Select Aerospace & Defense Index is designed to measure the performance of U.S.","page_number":50,"box":{"x":195,"y":165,"width":716,"height":12}},{"id":"f99494a0-265c-42e9-b776-e072992600a5","block_type":"box","text":"companies in the aerospace and defense sector.","page_number":50,"box":{"x":59,"y":180,"width":334,"height":12}},{"id":"5d00c5ac-d301-4eec-a483-4f14bdc9b303","block_type":"box","text":"Dow Jones U.S. Select Health Care Providers Index","page_number":50,"box":{"x":60,"y":206,"width":360,"height":12}},{"id":"42befc83-734c-44ef-8c96-829c0de6a1b2","block_type":"box","text":"Number of Components: approximately 60","page_number":50,"box":{"x":60,"y":225,"width":308,"height":13}},{"id":"c27b0031-d86c-4bd3-b9d8-41c1831bdad9","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":248,"width":130,"height":12}},{"id":"6449f80c-79ff-476a-8a19-3782c37a537a","block_type":"box","text":"The Dow Jones U.S. Select Health Care Providers Index is designed to measure performance of U.S.","page_number":50,"box":{"x":195,"y":248,"width":691,"height":12}},{"id":"00f1edda-0a80-46db-b625-1ffa959c82da","block_type":"box","text":"companies in the health care sector.","page_number":50,"box":{"x":59,"y":263,"width":251,"height":12}},{"id":"99d3cc24-b61d-4efc-91d9-37da5ab99d58","block_type":"box","text":"Dow Jones U.S. Select Home Construction Index","page_number":50,"box":{"x":60,"y":290,"width":346,"height":11}},{"id":"9f927b65-1dfd-4c9c-b28f-c9bb6bda540d","block_type":"box","text":"Number of Components: approximately 46","page_number":50,"box":{"x":60,"y":308,"width":308,"height":13}},{"id":"c5a7bced-9ad2-4bb2-9708-e0429b4b9377","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":331,"width":130,"height":13}},{"id":"5a8bc1fa-072b-4295-bdb2-4a9fdd806455","block_type":"box","text":"The Dow Jones U.S. Select Home Construction Index measures the performance of constructors of","page_number":50,"box":{"x":195,"y":331,"width":693,"height":13}},{"id":"c11f7625-246b-40b2-ae60-4c09c31d6184","block_type":"box","text":"residential homes, including manufacturers of mobile and prefabricated homes intended for use in one place; manufacturers","page_number":50,"box":{"x":60,"y":346,"width":872,"height":13}},{"id":"67ed7b1d-f182-451d-b124-4f09c7f4c4c4","block_type":"box","text":"and distributors of furniture, including chairs, tables, desks, carpeting, and wallpaper; retailers and wholesalers concentrating","page_number":50,"box":{"x":59,"y":361,"width":876,"height":13}},{"id":"c51ab3b9-c45c-44d5-818a-194078078628","block_type":"box","text":"on the sale of home improvement products, including garden equipment, carpets, wallpaper, paint, home furniture, blinds","page_number":50,"box":{"x":59,"y":377,"width":852,"height":12}},{"id":"5c186f7e-7eda-44eb-b82c-021eaff1c54b","block_type":"box","text":"and curtains, and building materials; producers of materials used in the construction and refurbishment of buildings and","page_number":50,"box":{"x":59,"y":392,"width":844,"height":12}},{"id":"bf4c5924-399e-495f-8c4e-30208eb310d6","block_type":"box","text":"structures, including cement and other aggregates, wooden beams and frames, paint, glass, roofing and flooring materials","page_number":50,"box":{"x":59,"y":407,"width":858,"height":12}},{"id":"255f7778-a469-4a33-b91a-76502b065ddb","block_type":"box","text":"other than carpets. Companies classified as Building Materials & Fixtures, Furnishings, and Home Improvement Retailers are,","page_number":50,"box":{"x":59,"y":422,"width":871,"height":12}},{"id":"45ae52ed-aae9-4c49-a9ab-2b97ea726d6e","block_type":"box","text":"in aggregate, capped at 35% of the index.","page_number":50,"box":{"x":60,"y":437,"width":290,"height":12}},{"id":"de766c10-c4b8-46b5-975b-6341bb84beeb","block_type":"box","text":"Dow Jones U.S. Select Insurance Index","page_number":50,"box":{"x":60,"y":463,"width":276,"height":12}},{"id":"403ce6ee-e1c2-4eb5-b518-e86786564504","block_type":"box","text":"Number of Components: approximately 57","page_number":50,"box":{"x":60,"y":482,"width":308,"height":13}},{"id":"9b363055-de9d-4950-b749-67bcf9d957ae","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":505,"width":130,"height":12}},{"id":"22049d73-388b-4a91-9307-174ddf79a86b","block_type":"box","text":"The Dow Jones U.S. Select Insurance Index is designed to measure full-line insurance companies, property","page_number":50,"box":{"x":195,"y":505,"width":743,"height":12}},{"id":"4fbbdd20-e985-44f5-8b61-4a8dd2f2f36c","block_type":"box","text":"and casualty insurance companies and life insurance companies.","page_number":50,"box":{"x":59,"y":520,"width":453,"height":12}},{"id":"6aea629e-225b-484d-99f6-66b406cfa498","block_type":"box","text":"Dow Jones U.S. Select Investment Services Index","page_number":50,"box":{"x":60,"y":547,"width":348,"height":11}},{"id":"aec9ec44-0e4a-47f7-bc32-0272e3061ca2","block_type":"box","text":"Number of Components: approximately 34","page_number":50,"box":{"x":60,"y":566,"width":308,"height":12}},{"id":"2e21b4ce-85de-4cbd-8ed4-bce36f9beee5","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":588,"width":130,"height":13}},{"id":"b2e484da-7693-4ab6-8c75-fa685a9f092a","block_type":"box","text":"The Dow Jones U.S. Select Investment Services Index is designed to measure the performance of U.S.","page_number":50,"box":{"x":195,"y":588,"width":706,"height":13}},{"id":"610091d8-131a-44ad-ba1f-a113b9904026","block_type":"box","text":"companies in the investment services sector.","page_number":50,"box":{"x":59,"y":603,"width":312,"height":13}},{"id":"15ce310d-44c7-4e55-823e-65e5ca3bfee9","block_type":"box","text":"Dow Jones U.S. Select Medical Equipment Index","page_number":50,"box":{"x":60,"y":630,"width":343,"height":12}},{"id":"cb5c826d-72bd-40f4-a053-8eb747bac661","block_type":"box","text":"Number of Components: approximately 47","page_number":50,"box":{"x":60,"y":649,"width":307,"height":12}},{"id":"59d39d3c-f64f-436e-9ded-59d1f3ac0ae7","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":671,"width":130,"height":13}},{"id":"310cbffa-89af-4ed3-a4bc-a7ec4a09f8ae","block_type":"box","text":"The Dow Jones U.S. Select Medical Equipment Index is designed to measure manufacturers and","page_number":50,"box":{"x":195,"y":671,"width":669,"height":13}},{"id":"2599de67-187c-4673-af90-39e08b3d2265","block_type":"box","text":"distributors of medical devices such as MRI scanners, prosthetics, pacemakers, X-ray machines and other non-disposable","page_number":50,"box":{"x":59,"y":686,"width":852,"height":13}},{"id":"faf59893-2ae2-4273-bace-2ff7e5def109","block_type":"box","text":"medical devices.","page_number":50,"box":{"x":60,"y":702,"width":113,"height":9}},{"id":"d37eb775-9e84-407b-b42a-48f76278d5a5","block_type":"box","text":"Dow Jones U.S. Select Oil Equipment & Services Index","page_number":50,"box":{"x":60,"y":728,"width":385,"height":12}},{"id":"54e48121-7a2b-4612-82fc-567f1fd6725a","block_type":"box","text":"Number of Components: approximately 31","page_number":50,"box":{"x":60,"y":747,"width":304,"height":12}},{"id":"2ad04a46-e84b-4bdf-bd23-627e0f13ec1d","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":770,"width":130,"height":12}},{"id":"8e2e40ec-55ad-4d8a-88e3-48fec3f3af54","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Oil Equipment & Services Index are classified as oil","page_number":50,"box":{"x":195,"y":770,"width":675,"height":12}},{"id":"bffad4a0-b623-437d-b4d5-e6ff37ed2752","block_type":"box","text":"equipment and services companies within the Dow Jones U.S. Broad Stock Market Index.","page_number":50,"box":{"x":59,"y":785,"width":620,"height":12}},{"id":"d0235b0f-7798-416c-a6fd-098cee95f53e","block_type":"box","text":"Dow Jones U.S. Select Oil Exploration & Production Index","page_number":50,"box":{"x":60,"y":811,"width":410,"height":13}},{"id":"f99bebff-aba6-4aab-a466-87295d98b5e3","block_type":"box","text":"Number of Components: approximately 46","page_number":50,"box":{"x":60,"y":830,"width":308,"height":12}},{"id":"aacce574-8d17-4c97-9df7-e9eda627be91","block_type":"box","text":"Index Description.","page_number":50,"box":{"x":60,"y":853,"width":130,"height":12}},{"id":"3133b327-213c-4fb7-9478-e5e2ca847e84","block_type":"box","text":"The Dow Jones U.S. Select Oil Exploration & Production Index is designed to measure companies engaged","page_number":50,"box":{"x":195,"y":853,"width":741,"height":12}},{"id":"b0783a08-f2ac-4c57-9123-4d2264b5f46e","block_type":"box","text":"in the exploration for drilling, production, refining and supply of oil and gas products.","page_number":50,"box":{"x":60,"y":868,"width":594,"height":12}},{"id":"68f8a682-f619-47ec-8800-6b8d8ebeb2d5","block_type":"box","text":"39","page_number":50,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"394a4e14-ae0a-44e0-82a6-936825c1f308","block_type":"box","text":"Dow Jones U.S. Select Pharmaceuticals Index","page_number":51,"box":{"x":60,"y":67,"width":324,"height":11}},{"id":"de9288df-b666-4a71-ae37-c6cbd2574f34","block_type":"box","text":"Number of Components: approximately 56","page_number":51,"box":{"x":60,"y":86,"width":308,"height":12}},{"id":"4ee7c2cf-6733-4337-8357-967ac5474022","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":108,"width":130,"height":13}},{"id":"e07a6816-6796-406d-afe5-c00f65140ff8","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Pharmaceuticals Index are classified as pharmaceutical","page_number":51,"box":{"x":195,"y":108,"width":708,"height":13}},{"id":"c279936c-65a3-4cd0-ab3a-0702b6f7651f","block_type":"box","text":"companies within the Dow Jones U.S. Broad Stock Market Index.","page_number":51,"box":{"x":59,"y":123,"width":449,"height":13}},{"id":"bc5e1eff-b182-4b85-9919-8080969ecee2","block_type":"box","text":"Dow Jones U.S. Select Regional Banks Index","page_number":51,"box":{"x":60,"y":150,"width":314,"height":12}},{"id":"b973066e-378a-41ed-b122-e5292566f194","block_type":"box","text":"Number of Components: approximately 31","page_number":51,"box":{"x":60,"y":169,"width":304,"height":12}},{"id":"15d857e4-3ffb-4580-9ab4-fa7bcc748f52","block_type":"box","text":"Index Description.","page_number":51,"box":{"x":60,"y":191,"width":130,"height":13}},{"id":"37015660-b5c4-4414-9626-932b10c0298d","block_type":"box","text":"The constituents in the Dow Jones U.S. Select Regional Banks Index are banks that provide a broad range","page_number":51,"box":{"x":195,"y":191,"width":733,"height":13}},{"id":"61b4d0c1-797d-4df5-84db-d73a9a48b9a7","block_type":"box","text":"of financial services and that individually account for less than 5% of banking industry assets.","page_number":51,"box":{"x":59,"y":206,"width":655,"height":13}},{"id":"64c341d9-3314-46d6-83ae-0194e97355d4","block_type":"box","text":"Component Selection Criteria.","page_number":51,"box":{"x":59,"y":233,"width":217,"height":12}},{"id":"398096b8-02c2-4f7b-a070-705e576663fc","block_type":"box","text":"The index composition is reconstituted annually as part of the June rebalancing. However, if a","page_number":51,"box":{"x":281,"y":233,"width":652,"height":12}},{"id":"460392da-a5a0-4637-8993-1192d2619660","block_type":"box","text":"constituent is deleted from the Dow Jones U.S. Banks Index (","page_number":51,"box":{"x":59,"y":248,"width":423,"height":12}},{"id":"0e1c118f-64da-4911-b3a4-8043d6f5e6e7","block_type":"box","text":"i.e.","page_number":51,"box":{"x":483,"y":249,"width":18,"height":9}},{"id":"876f85f1-e93e-476b-983c-762359c9efaa","block_type":"box","text":"the index selection universe) during a quarterly rebalancing,","page_number":51,"box":{"x":507,"y":248,"width":419,"height":12}},{"id":"af605cdb-02f8-40db-99af-50e227669529","block_type":"box","text":"it is also deleted from the Dow Jones U.S. Select Regional Banks Index at that quarter’s rebalancing. A company is excluded","page_number":51,"box":{"x":60,"y":263,"width":857,"height":12}},{"id":"cd720344-8874-488c-884f-4b6311028e31","block_type":"box","text":"from the Dow Jones U.S. Select Regional Banks Index if its three-year average total assets account for more than 5% of the","page_number":51,"box":{"x":59,"y":278,"width":856,"height":13}},{"id":"178369f3-e3b1-47c1-98ed-e2cbf3c2336f","block_type":"box","text":"three-year average total assets of the index selection universe. Any company that failed this asset screen during the previous","page_number":51,"box":{"x":59,"y":293,"width":871,"height":13}},{"id":"780bcb13-3cc3-426a-bc4d-a2f7b9721ab2","block_type":"box","text":"annual reconstitution and that accounts for at least 4% of the selection universe’s three-year average total assets at the next","page_number":51,"box":{"x":59,"y":308,"width":872,"height":13}},{"id":"f64cafae-cbcb-4b04-998c-c6f35b7b3525","block_type":"box","text":"review will continue to be excluded from the index.","page_number":51,"box":{"x":60,"y":324,"width":356,"height":9}},{"id":"85212ab1-0cde-408b-95f5-36b5ce972705","block_type":"box","text":"The FTSE Nareit Indexes","page_number":51,"box":{"x":59,"y":354,"width":406,"height":24}},{"id":"71c15725-8606-4412-8657-e86a9ba827f2","block_type":"box","text":"Component Selection Criteria.","page_number":51,"box":{"x":59,"y":395,"width":217,"height":13}},{"id":"ce8f8c7c-6e64-4506-8806-8d0c3219c678","block_type":"box","text":"The FTSE Nareit U.S. Real Estate Indexes (“FTSE Nareit Indexes”) are primarily rule-based, but","page_number":51,"box":{"x":281,"y":395,"width":652,"height":13}},{"id":"43bf3754-0f80-421d-9724-cb18114739b4","block_type":"box","text":"are also monitored by the FTSE Nareit Index Advisory Committee. All tax-qualified REITs that are listed on the NYSE, the NYSE","page_number":51,"box":{"x":59,"y":411,"width":877,"height":12}},{"id":"612f6c77-9798-49b3-a671-8d5593370a04","block_type":"box","text":"Amex Equities or the Nasdaq are eligible for inclusion in the FTSE Nareit Indexes. Potential constituents for the FTSE Nareit All","page_number":51,"box":{"x":59,"y":426,"width":877,"height":12}},{"id":"113953cb-5d5f-4b66-b119-5c7b8a0a398d","block_type":"box","text":"Mortgage Capped Index and the FTSE Nareit All Residential Capped Index are determined by sector classifications of","page_number":51,"box":{"x":59,"y":441,"width":816,"height":12}},{"id":"3e0571f0-e5dd-4bc8-ad19-1a394efe82f2","block_type":"box","text":"constituents in the FTSE Nareit Composite Index. The FTSE Nareit Indexes are reviewed for changes in free-float on a","page_number":51,"box":{"x":59,"y":456,"width":816,"height":12}},{"id":"67332375-f3dc-4fc7-9ad0-0c11748618e1","block_type":"box","text":"quarterly basis in March, June, September and December for companies which do not qualify for fast entry, but which meet","page_number":51,"box":{"x":59,"y":471,"width":863,"height":12}},{"id":"fd275177-8e80-434a-96e7-66aeae169f5f","block_type":"box","text":"the criteria for eligible securities set out in the index rules. Meetings to review the constituents will be held on the Thursday","page_number":51,"box":{"x":59,"y":486,"width":863,"height":12}},{"id":"876ffd96-ddf2-4d0e-9eef-75247033c8f5","block_type":"box","text":"following the first Friday of March, June, September and December. The review is based on data at the close of business on","page_number":51,"box":{"x":59,"y":501,"width":859,"height":13}},{"id":"9216aa63-e924-4f3b-b7a2-bb7907bb0364","block_type":"box","text":"the last trading day of February, May, August and November. The FTSE Nareit Index Advisory Committee meets quarterly, in","page_number":51,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"7033cae2-31c3-4c1c-8ec3-4a50be6db393","block_type":"box","text":"March, June, September and December or more frequently, if required.","page_number":51,"box":{"x":59,"y":531,"width":491,"height":13}},{"id":"5cebae4c-702a-4086-9090-a74e0ed770e0","block_type":"box","text":"When calculating index component weights, component companies’ shares are adjusted for available free-float. In general,","page_number":51,"box":{"x":59,"y":558,"width":860,"height":12}},{"id":"2fa4514c-9a1d-4a2d-a102-c894906c9871","block_type":"box","text":"shares held by governments, corporations, strategic partners, or other control groups are excluded from a constituent","page_number":51,"box":{"x":59,"y":573,"width":825,"height":12}},{"id":"1f806636-6f20-4095-a34f-6fdce2884d2e","block_type":"box","text":"company’s outstanding shares.","page_number":51,"box":{"x":59,"y":588,"width":218,"height":13}},{"id":"df2f32df-3c4d-4dec-b66d-ad34ce33b2f0","block_type":"box","text":"Index Maintenance.","page_number":51,"box":{"x":60,"y":615,"width":141,"height":9}},{"id":"d1a8fe3e-e611-48df-8c4c-3fb042cfa222","block_type":"box","text":"FTSE International Limited (“FTSE”) is responsible for the daily operation of the FTSE Nareit Indexes.","page_number":51,"box":{"x":208,"y":615,"width":698,"height":12}},{"id":"04ca813b-8965-454d-b043-32dcdca7935a","block_type":"box","text":"FTSE will maintain records of the market capitalization of all constituents, and will make changes to the constituents and","page_number":51,"box":{"x":60,"y":630,"width":844,"height":12}},{"id":"95bbc8e3-a1be-498d-9227-c09886d22d9e","block_type":"box","text":"their weightings in accordance with index rules. FTSE will also carry out the periodic company reviews of the FTSE Nareit","page_number":51,"box":{"x":59,"y":645,"width":846,"height":12}},{"id":"70d43b5a-20e5-4924-a4b0-1fac20cb7986","block_type":"box","text":"Indexes and implement the resulting constituent changes as required by index rules.","page_number":51,"box":{"x":60,"y":660,"width":589,"height":12}},{"id":"00f867fa-001c-4968-a241-b41cd27b0771","block_type":"box","text":"Issue Changes.","page_number":51,"box":{"x":60,"y":686,"width":107,"height":13}},{"id":"f34bea8a-b641-4af1-9d81-898e7895cfb0","block_type":"box","text":"New issues of companies that do not qualify for “Fast Entry” but meet the criteria for eligible securities and","page_number":51,"box":{"x":173,"y":686,"width":746,"height":13}},{"id":"2202a189-85b0-4cfc-9b87-c586a7ec361c","block_type":"box","text":"have been listed for over 20 business trading days will be eligible for inclusion in the FTSE Nareit Indexes. The data will be","page_number":51,"box":{"x":60,"y":702,"width":846,"height":12}},{"id":"4206718b-2d88-467d-8c26-948d314d7e3d","block_type":"box","text":"compiled as of the close of business on the last business day in February, May, August and November. The changes will be","page_number":51,"box":{"x":59,"y":717,"width":855,"height":12}},{"id":"4d843ef9-039e-4d6b-b68f-3562592a4603","block_type":"box","text":"effective after the close of business on the third Friday in March, June, September and December.","page_number":51,"box":{"x":59,"y":732,"width":677,"height":12}},{"id":"24d8b5d4-c1dd-47bb-9c75-fec200a5e96f","block_type":"box","text":"If a constituent is delisted, or ceases to have a firm quotation, or is subject to a takeover offer which has been declared wholly","page_number":51,"box":{"x":60,"y":758,"width":878,"height":13}},{"id":"add247e3-7753-4d9c-a0c9-4d447f43dcf6","block_type":"box","text":"unconditional, it will be removed from the indexes of which it is a constituent.","page_number":51,"box":{"x":60,"y":773,"width":542,"height":12}},{"id":"e1195fc4-5456-4fdc-8a3d-aef5554a757e","block_type":"box","text":"Index Availability.","page_number":51,"box":{"x":60,"y":800,"width":125,"height":12}},{"id":"566bb470-5e4a-4db6-8f74-bdd25f36325b","block_type":"box","text":"The FTSE Nareit Indexes are calculated continuously during normal trading hours of the Nasdaq, NYSE","page_number":51,"box":{"x":190,"y":800,"width":717,"height":12}},{"id":"661283f4-97a9-4b3a-8da7-9b171c64e234","block_type":"box","text":"Amex Equities and NYSE, and are closed on U.S. holidays.","page_number":51,"box":{"x":59,"y":815,"width":400,"height":12}},{"id":"0eaf846a-8435-4158-b07c-73c20624a45e","block_type":"box","text":"Exchange Rates and Pricing.","page_number":51,"box":{"x":60,"y":841,"width":202,"height":13}},{"id":"89c70081-278f-43bc-9f2e-0b17b5dda75b","block_type":"box","text":"The prices used to calculate the FTSE Nareit Indexes are the Reuters daily closing prices or","page_number":51,"box":{"x":267,"y":841,"width":632,"height":13}},{"id":"466fa1b1-4a68-4bdf-95b6-a5247d2820c3","block_type":"box","text":"those figures accepted as such. FTSE Nareit reserves the right to use an alternative pricing source on any given day. For end","page_number":51,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"0de1b19e-87ab-4955-b827-010f74c184b8","block_type":"box","text":"of-day alternative currency calculations, FTSE Nareit uses the WM/Reuters Closing Spot Rates.","page_number":51,"box":{"x":59,"y":872,"width":662,"height":12}},{"id":"5c58aee2-d932-4945-8bc9-87dfb040ee32","block_type":"box","text":"40","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"570c442b-e9d8-4243-87b2-da710e2eb80a","block_type":"box","text":"FTSE Developed ex US ex Korea Small Cap Focused Value Index","page_number":52,"box":{"x":60,"y":67,"width":456,"height":12}},{"id":"7a185ab3-bd90-4d13-a084-6fb3ef864005","block_type":"box","text":"Number of Components: approximately 499","page_number":52,"box":{"x":60,"y":93,"width":317,"height":12}},{"id":"f22c5987-7ac4-468b-b40b-7673e91cb331","block_type":"box","text":"Index Description.","page_number":52,"box":{"x":60,"y":120,"width":130,"height":12}},{"id":"9f2e534e-3995-4ba6-b72e-831febe49764","block_type":"box","text":"The FTSE Developed ex US ex Korea Small Cap Focused Value Index measures the performance of","page_number":52,"box":{"x":195,"y":120,"width":687,"height":12}},{"id":"7e749b1c-c405-4cd4-98fa-7ead0fecdeb6","block_type":"box","text":"international developed small-capitalization companies, excluding the U.S. and Korea, with prominent value factor","page_number":52,"box":{"x":60,"y":135,"width":797,"height":12}},{"id":"2a115468-0ac0-49c5-bf05-d37e94f5c027","block_type":"box","text":"characteristics, as determined by FTSE International Limited. The Underlying Index is a subset of the FTSE Developed ex US","page_number":52,"box":{"x":59,"y":150,"width":861,"height":12}},{"id":"69fcabf1-29ff-4c62-b6c4-71a898df7862","block_type":"box","text":"ex Korea Small Cap Index (the “Parent Index”), which measures the performance of the small-capitalization segment of the","page_number":52,"box":{"x":59,"y":165,"width":861,"height":12}},{"id":"0d1d11c8-e9ef-4855-b9a6-48df78a12a4b","block_type":"box","text":"international developed equity market, excluding the U.S. and Korea, as defined by FTSE International Limited.","page_number":52,"box":{"x":60,"y":180,"width":767,"height":12}},{"id":"cba3f163-14f1-4e67-95e8-f2f7a2da4fe3","block_type":"box","text":"Eligibility. The eligible universe of securities for the Underlying Index includes all issuers within the Parent Index, subject to","page_number":52,"box":{"x":60,"y":206,"width":852,"height":13}},{"id":"30d357a6-420f-4020-aefa-fdade1732b3e","block_type":"box","text":"the following rules and exceptions:","page_number":52,"box":{"x":59,"y":222,"width":243,"height":12}},{"id":"6001fe31-8ab7-46e9-8427-f18405f1bb1e","block_type":"box","text":"• If a company has issued multiple lines of equity capital, only one eligible line is included. The eligible line is the line","page_number":52,"box":{"x":92,"y":242,"width":831,"height":12}},{"id":"1ac13d33-d4c9-4c17-9317-8d8a5a659ca3","block_type":"box","text":"with the highest 60 days average daily dollar trading volume (“ADDTV”). A minimum of 30 days of daily","page_number":52,"box":{"x":124,"y":257,"width":726,"height":12}},{"id":"1a8e523a-5040-4fc6-82df-581513370f62","block_type":"box","text":"observations are required to calculate ADDTV. If a line has missing ADDTV, the line is excluded. If all lines have no","page_number":52,"box":{"x":124,"y":272,"width":794,"height":12}},{"id":"6b836419-3bab-47a6-b19e-ab22d47d88f9","block_type":"box","text":"ADDTV, the line with the highest free float market cap is selected.","page_number":52,"box":{"x":124,"y":287,"width":458,"height":12}},{"id":"bb60806b-f82f-45ed-8aa8-09697e4d532e","block_type":"box","text":"• Securities ranked within the least liquid 20% by count based on 60-day ADDTV are excluded.","page_number":52,"box":{"x":92,"y":307,"width":683,"height":13}},{"id":"bbce8e82-9f88-42f3-a4bc-add66efa29d6","block_type":"box","text":"• Securities ranked within the top 20% highest risk or with missing data are excluded. Risk is defined as the 1-year","page_number":52,"box":{"x":92,"y":327,"width":820,"height":13}},{"id":"31f36db3-ab5b-4e0e-a521-f92eb8df0a26","block_type":"box","text":"trailing realized volatility of daily total returns. A minimum of 200 days of daily return observations are required to","page_number":52,"box":{"x":124,"y":343,"width":794,"height":12}},{"id":"e05e5d0a-0aab-4fa5-8495-e667d6147773","block_type":"box","text":"calculate volatility.","page_number":52,"box":{"x":124,"y":358,"width":127,"height":12}},{"id":"6a6fd843-6421-49fe-bbad-c533a64e5e0c","block_type":"box","text":"• Securities ranked within the top 20% highest leverage or with missing data are excluded. Leverage is defined as","page_number":52,"box":{"x":92,"y":378,"width":812,"height":12}},{"id":"0d199040-7f31-4e30-bcba-91c2ca05a3a3","block_type":"box","text":"total debt to total assets sourced from a third party data provider.","page_number":52,"box":{"x":124,"y":393,"width":457,"height":12}},{"id":"4f877f68-ec55-4144-a8b8-2c4206ac484d","block_type":"box","text":"• Also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares,","page_number":52,"box":{"x":92,"y":413,"width":796,"height":12}},{"id":"b66292b0-2ff2-42a3-91c7-2074285194bc","block_type":"box","text":"warrants and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks,","page_number":52,"box":{"x":124,"y":428,"width":805,"height":13}},{"id":"2f3f3542-0999-4b7d-a68c-4487d75e0602","block_type":"box","text":"mutual funds, and limited partnerships.","page_number":52,"box":{"x":125,"y":443,"width":275,"height":13}},{"id":"c8ef0746-d411-45af-bd67-44fb1b8f9cad","block_type":"box","text":"A sentiment score is calculated using estimates for earnings per share sourced from third party data providers. The","page_number":52,"box":{"x":59,"y":470,"width":805,"height":12}},{"id":"915f6423-98e0-46d7-8986-1f6b0bc286d7","block_type":"box","text":"sentiment score is calculated as follows:","page_number":52,"box":{"x":59,"y":485,"width":280,"height":10}},{"id":"778f80e4-e186-408f-a329-b4492f534146","block_type":"box","text":"(Number of upgrades for earnings per share for current and next fiscal year - Number of downgrades for earnings per share","page_number":52,"box":{"x":60,"y":511,"width":865,"height":13}},{"id":"7c57d439-f14d-472f-8514-efaa453814c9","block_type":"box","text":"for current and next fiscal year)/ Total number of estimates for earnings per share for current and next fiscal year.","page_number":52,"box":{"x":59,"y":526,"width":795,"height":13}},{"id":"00247ac8-5dca-4526-b4fe-db5507da1066","block_type":"box","text":"Negative price momentum is determined based on monthly price returns over the trailing 12 months, excluding the latest","page_number":52,"box":{"x":60,"y":553,"width":850,"height":12}},{"id":"c26167ed-e761-4c04-8c79-17b0d151add6","block_type":"box","text":"month. Securities with both a negative sentiment score and negative price momentum are excluded.","page_number":52,"box":{"x":60,"y":568,"width":704,"height":12}},{"id":"e47eb717-d7fe-4988-a40d-389afdcad5d3","block_type":"box","text":"Eligible securities are ranked by a weighted composite score of three value metrics (price-to-book (10%), price-to-earnings","page_number":52,"box":{"x":60,"y":594,"width":860,"height":13}},{"id":"b3303fe9-7b8c-42ac-ac63-5e0f24c44a12","block_type":"box","text":"(30%) and price-to-cash flow from operations (60%)) (the “Composite Score”). The top ranked stocks are selected until the","page_number":52,"box":{"x":60,"y":610,"width":869,"height":12}},{"id":"81efe1cd-4f5b-4983-ac4a-b337c28cb532","block_type":"box","text":"number of securities is 25% of the Parent Index by count to form the Target Index (the “Target Index”), which is re-evaluated","page_number":52,"box":{"x":60,"y":625,"width":874,"height":12}},{"id":"b5899ae7-30f0-47d7-b1c8-e4fc0023e48a","block_type":"box","text":"each month. Each security included in the Target Index is weighted in proportion to their float adjusted market capitalization","page_number":52,"box":{"x":59,"y":640,"width":870,"height":12}},{"id":"0ce8fec6-1984-4ba9-abc8-6b5134d58773","block_type":"box","text":"with a country cap that is +/- 10% relative to the Parent Index.","page_number":52,"box":{"x":59,"y":655,"width":436,"height":12}},{"id":"ac7409b9-4ae8-425d-90b0-c84104297e32","block_type":"box","text":"Index Maintenance and Issue Changes.","page_number":52,"box":{"x":60,"y":681,"width":282,"height":13}},{"id":"4d890318-6584-47b8-bbef-056ae4e8cdfc","block_type":"box","text":"The Underlying Index will be reviewed monthly, with changes arising from review","page_number":52,"box":{"x":347,"y":681,"width":569,"height":13}},{"id":"91828663-baa6-4937-bf91-c6e9f8ef1115","block_type":"box","text":"being announced after the close of business on the fifth business day preceding the implementation after the close of","page_number":52,"box":{"x":60,"y":697,"width":825,"height":12}},{"id":"512b1bcb-1e8b-4c39-8a75-759395598e8d","block_type":"box","text":"business on the third Friday of the month. The Underlying Index is rebalanced to the Target Index if any of the following","page_number":52,"box":{"x":60,"y":712,"width":835,"height":12}},{"id":"c0d717d3-1e54-468c-a314-a16a3c91c723","block_type":"box","text":"conditions are met:","page_number":52,"box":{"x":59,"y":727,"width":134,"height":9}},{"id":"cad40b85-0fca-472a-aba5-22a086cbecfe","block_type":"box","text":"• The Underlying Index’s Composite Score is less than 90% of the Target Index’s Composite Score.","page_number":52,"box":{"x":92,"y":747,"width":710,"height":12}},{"id":"062506d6-2353-47e4-b36d-0c44cf8690de","block_type":"box","text":"• The number of securities in the Underlying Index is fewer than 20% of the Parent Index securities by count.","page_number":52,"box":{"x":92,"y":767,"width":782,"height":12}},{"id":"8cb882cf-ebe0-41d0-aad8-1c333b045dc1","block_type":"box","text":"If no rebalance is triggered, the index weights and constituents remain unchanged.","page_number":52,"box":{"x":60,"y":794,"width":579,"height":12}},{"id":"4cdea058-b804-4a7c-9452-d29ca1a13f05","block_type":"box","text":"A constituent will be removed from the Underlying Index if it is also removed from the Parent Index. The deletion will be","page_number":52,"box":{"x":59,"y":820,"width":838,"height":12}},{"id":"8a15657d-16eb-40e3-9098-68a72a955b86","block_type":"box","text":"concurrent with the deletion from the Parent Index and its weight will be distributed pro-rata amongst the remaining","page_number":52,"box":{"x":59,"y":835,"width":818,"height":12}},{"id":"fc8930b8-e7d4-45eb-9ee4-6ff5219e8946","block_type":"box","text":"constituents. Thus, the number of securities in the Underlying Index over the year will fluctuate according to corporate","page_number":52,"box":{"x":59,"y":850,"width":831,"height":13}},{"id":"40fdca41-6ba3-4fc3-ae33-d8892dd55e54","block_type":"box","text":"activity.","page_number":52,"box":{"x":59,"y":866,"width":52,"height":12}},{"id":"1d35a8d7-a516-4fcd-a052-b48bb1a3b3af","block_type":"box","text":"41","page_number":52,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"8e706559-3571-4807-9018-053f566a36a2","block_type":"box","text":"Additions to the Parent Index will be considered for inclusion in the Underlying Index at the next review.","page_number":53,"box":{"x":59,"y":67,"width":725,"height":12}},{"id":"7b5ee5c1-146b-4669-913d-2197bc0f033b","block_type":"box","text":"FTSE Nareit All Mortgage Capped Index","page_number":53,"box":{"x":60,"y":93,"width":285,"height":12}},{"id":"74c5ea79-56e1-483b-b83f-4f2b3c74d422","block_type":"box","text":"Number of Components: approximately 32","page_number":53,"box":{"x":60,"y":112,"width":308,"height":12}},{"id":"f65ca769-7935-4a7e-9bff-e81e24395332","block_type":"box","text":"Index Description.","page_number":53,"box":{"x":60,"y":135,"width":130,"height":12}},{"id":"77685290-56c2-46c5-aa9c-dfbb66ac08f1","block_type":"box","text":"The FTSE Nareit All Mortgage Capped Index is a free float-adjusted market capitalization weighted index","page_number":53,"box":{"x":195,"y":135,"width":732,"height":12}},{"id":"ffe0902f-943f-43c5-8280-48c25024c0fe","block_type":"box","text":"that measures the performance of the residential and commercial mortgage real estate, mortgage finance and savings","page_number":53,"box":{"x":59,"y":150,"width":829,"height":12}},{"id":"a73c0bee-1849-42f2-b39e-5594fb5573d7","block_type":"box","text":"associations sectors of the U.S. equity market. The FTSE Nareit All Mortgage Capped Index generally measures the","page_number":53,"box":{"x":59,"y":165,"width":801,"height":12}},{"id":"ce35a900-c53e-44ef-b07e-e64375e2b285","block_type":"box","text":"performance of the residential and commercial mortgage real estate sector and generally invests all of its assets in REITs. If","page_number":53,"box":{"x":59,"y":180,"width":860,"height":12}},{"id":"17834c91-de8e-4a9e-a060-50081e408b75","block_type":"box","text":"the number of constituents in the FTSE Nareit All Mortgage Capped Index would otherwise fall below 20, FTSE will consider","page_number":53,"box":{"x":59,"y":195,"width":866,"height":12}},{"id":"7d75d277-6beb-4b52-9a38-d08106f0b3df","block_type":"box","text":"companies from the mortgage finance and savings associations sectors for inclusion in the FTSE Nareit All Mortgage Capped","page_number":53,"box":{"x":59,"y":210,"width":876,"height":13}},{"id":"79468f62-5aa7-4f0d-9b23-c5b90acfb51b","block_type":"box","text":"Index and each company in the mortgage finance and savings associations sector will be capped at 3%, and in aggregate not","page_number":53,"box":{"x":60,"y":225,"width":878,"height":13}},{"id":"91a48c3f-f94b-4e6f-aed5-a7a7e30f569f","block_type":"box","text":"exceed 30%. FTSE caps the weight of the constituent securities in the Underlying Index.","page_number":53,"box":{"x":59,"y":240,"width":614,"height":13}},{"id":"7c4ff59d-57ea-44d2-bea6-e04be907f36f","block_type":"box","text":"FTSE Nareit All Residential Capped Index","page_number":53,"box":{"x":60,"y":267,"width":293,"height":12}},{"id":"5d4a418c-9a05-43a4-8772-47f14dbaa5fc","block_type":"box","text":"Number of Components: approximately 91","page_number":53,"box":{"x":60,"y":286,"width":305,"height":12}},{"id":"88412388-4f12-4b82-9641-faa76421fd38","block_type":"box","text":"Index Description.","page_number":53,"box":{"x":60,"y":308,"width":130,"height":13}},{"id":"2a0f3dbe-207a-4ead-bf30-93465a483a95","block_type":"box","text":"The FTSE Nareit All Residential Capped Index is a free float-adjusted market capitalization weighted index","page_number":53,"box":{"x":195,"y":308,"width":738,"height":13}},{"id":"de4a930d-27e8-4964-b577-a1d6084f5709","block_type":"box","text":"that measures the performance of the residential, healthcare and self-storage real estate sectors of the U.S. equity market.","page_number":53,"box":{"x":59,"y":324,"width":854,"height":12}},{"id":"bfc54557-8253-4030-b4ca-b21a90613860","block_type":"box","text":"FTSE caps the weight of the constituent securities in the Underlying Index.","page_number":53,"box":{"x":60,"y":339,"width":519,"height":12}},{"id":"f0d6d393-ade9-4208-bb77-ed17249dee14","block_type":"box","text":"The ICE","page_number":53,"box":{"x":59,"y":369,"width":128,"height":24}},{"id":"fe6ad5b2-e5d7-44dc-ac5f-c7487e60946c","block_type":"box","text":"®","page_number":53,"box":{"x":189,"y":366,"width":21,"height":14}},{"id":"8a842d7e-d14c-4f4b-bafa-1d411fc1372a","block_type":"box","text":"Securities Indexes","page_number":53,"box":{"x":222,"y":369,"width":300,"height":24}},{"id":"35433ff6-7f9c-46f7-8936-7094aa7fe6f5","block_type":"box","text":"ICE Exchange-Listed Preferred & Hybrid Securities Index","page_number":53,"box":{"x":60,"y":411,"width":406,"height":12}},{"id":"7f07afea-cf66-4f03-aab6-1b9aa58af24c","block_type":"box","text":"Number of Components: approximately 457","page_number":53,"box":{"x":60,"y":437,"width":317,"height":12}},{"id":"4ba20300-a5e9-4d00-9b23-719675867f23","block_type":"box","text":"Index Description.","page_number":53,"box":{"x":60,"y":463,"width":130,"height":13}},{"id":"2f3d50c6-20ca-4596-825d-9a06194eef97","block_type":"box","text":"The ICE Exchange-Listed Preferred & Hybrid Securities Index tracks the performance of a select group of","page_number":53,"box":{"x":195,"y":463,"width":732,"height":13}},{"id":"7b398893-6164-4951-8e52-09f5efce7de4","block_type":"box","text":"exchange-listed, U.S. dollar-denominated preferred securities, hybrid securities and convertible preferred securities.","page_number":53,"box":{"x":59,"y":479,"width":806,"height":12}},{"id":"91706324-847c-4e34-866c-604f8a3bc7da","block_type":"box","text":"Index Methodology.","page_number":53,"box":{"x":60,"y":505,"width":143,"height":12}},{"id":"667c7155-cbb7-475a-b12a-e38e4750c9d0","block_type":"box","text":"Qualifying securities must be exchange listed and have either the Nasdaq or NYSE as their primary","page_number":53,"box":{"x":208,"y":505,"width":688,"height":12}},{"id":"1ed8625a-7a53-48f0-abe1-503ec9d3ae0e","block_type":"box","text":"exchange in order to be included in the Underlying Index. The Underlying Index constituents must also meet minimum","page_number":53,"box":{"x":59,"y":520,"width":831,"height":12}},{"id":"e7af5af2-3baa-48fb-96ff-ffdcac031b1c","block_type":"box","text":"maturity and other applicable requirements, as determined by ICE Data Indices, LLC. The total allocation to an individual","page_number":53,"box":{"x":60,"y":535,"width":839,"height":13}},{"id":"5394fe07-b9e3-4d29-8cb1-fd458474ce03","block_type":"box","text":"issuer across the entire index is limited to 4.75%. The Underlying Index is market capitalization-weighted subject to certain","page_number":53,"box":{"x":60,"y":550,"width":858,"height":13}},{"id":"e6ee90d5-6249-4405-8aaf-f23e9b044c3c","block_type":"box","text":"constraints, and the securities in the Underlying Index are updated on the last calendar date of each month.","page_number":53,"box":{"x":59,"y":566,"width":753,"height":12}},{"id":"d823885f-7435-4796-a225-4b3dd6f41c02","block_type":"box","text":"Component Selection Criteria.","page_number":53,"box":{"x":59,"y":592,"width":217,"height":12}},{"id":"f28cbe7c-2afe-47ba-bc9d-44c414d9891a","block_type":"box","text":"Hybrid corporate debt issued in $1,000 or greater par amounts must have a coupon deferral","page_number":53,"box":{"x":282,"y":592,"width":642,"height":12}},{"id":"254e6317-61b1-4287-8149-32d9eef77b66","block_type":"box","text":"feature, at least $250 million face amount outstanding and at least 18 months to final maturity at the time of issuance to","page_number":53,"box":{"x":59,"y":607,"width":845,"height":12}},{"id":"a79602c9-862a-4a9e-a1cd-41a0daee3bbb","block_type":"box","text":"qualify. Fixed-to-floating rate securities are included provided they are callable within the fixed rate period and are at least","page_number":53,"box":{"x":59,"y":622,"width":851,"height":13}},{"id":"bce1be11-829c-4e9b-9bfa-427e7b850569","block_type":"box","text":"one month from the last call prior to the date the bond transitions from a fixed to a floating rate security. Contingent capital","page_number":53,"box":{"x":59,"y":637,"width":864,"height":13}},{"id":"e1afacb6-c503-4d5f-b9df-8b99b8a5da98","block_type":"box","text":"securities (“cocos”) are excluded, but capital securities where conversion can be mandated by a regulatory authority, but","page_number":53,"box":{"x":59,"y":652,"width":844,"height":13}},{"id":"9745e6c0-f56e-4883-82b3-f7143614c8d0","block_type":"box","text":"which have no specified trigger, are included. Other hybrid capital securities, such as those issues that potentially convert into","page_number":53,"box":{"x":59,"y":668,"width":879,"height":12}},{"id":"8e35c27f-bfe8-4d45-87dd-f707fc7362fb","block_type":"box","text":"preference shares, those with both cumulative and noncumulative coupon deferral provisions, and those with alternative","page_number":53,"box":{"x":59,"y":683,"width":845,"height":12}},{"id":"2e944446-d772-4381-b420-fc0e7554a448","block_type":"box","text":"coupon satisfaction mechanisms, are also included in the index. 144A securities (both with and without registration rights)","page_number":53,"box":{"x":59,"y":698,"width":861,"height":12}},{"id":"1e4d5d4c-721b-4952-98c4-15675614944c","block_type":"box","text":"and corporate pay-in-kind securities (including toggle notes) are included. Securities in legal default, securitized debt and","page_number":53,"box":{"x":59,"y":713,"width":849,"height":12}},{"id":"8b8ce754-6023-4c23-9ec7-4698c39fc071","block_type":"box","text":"Eurodollar bonds (USD securities not issued in the U.S. domestic market) are excluded.","page_number":53,"box":{"x":60,"y":728,"width":606,"height":12}},{"id":"7472dec9-3bf4-4468-aa57-d3fa8f91ea12","block_type":"box","text":"Preferred stock and notes issued in $25, $50, or $100 par/liquidation preference increments, must have a minimum amount","page_number":53,"box":{"x":60,"y":754,"width":868,"height":13}},{"id":"a8ba7e54-2426-4f3a-ae64-c1ee906996c9","block_type":"box","text":"outstanding of $100 million. In addition, qualifying securities must have an investment grade rated country of risk (based on","page_number":53,"box":{"x":59,"y":770,"width":868,"height":12}},{"id":"07551b79-180d-4b12-a332-ffd652da6228","block_type":"box","text":"an average of Moody’s, S&P and Fitch foreign currency long-term sovereign debt ratings). Both fixed and adjustable rate","page_number":53,"box":{"x":59,"y":785,"width":841,"height":12}},{"id":"48be4a5b-d3b7-446e-a05e-87cc65e002b5","block_type":"box","text":"preferred stock and notes are included in the index. Preference shares (perpetual preferred securities), American Depository","page_number":53,"box":{"x":59,"y":800,"width":867,"height":12}},{"id":"26d62b15-64bd-4514-95e2-fd782ce9446b","block_type":"box","text":"Shares/Receipts (ADS/R), domestic and Yankee trust preferreds, are included. Auction market securities, purchase units,","page_number":53,"box":{"x":59,"y":815,"width":845,"height":12}},{"id":"67b9372e-9dec-492a-a5a4-0ef0a92148d1","block_type":"box","text":"purchase contracts, securities issued by closed end funds and derivative instruments such as repackaged securities and","page_number":53,"box":{"x":59,"y":830,"width":837,"height":12}},{"id":"772faa5a-4e32-4ed0-9841-9c4a48eeca2e","block_type":"box","text":"credit default swaps are excluded.","page_number":53,"box":{"x":59,"y":845,"width":237,"height":13}},{"id":"8f52d2be-e781-42b9-8853-45fbe17f1dd4","block_type":"box","text":"Convertible preferred stock must have at least $50 million face amount outstanding. The underlying equity of qualifying","page_number":53,"box":{"x":59,"y":872,"width":838,"height":12}},{"id":"d259f435-b7f8-4366-8893-dc2ac38defbd","block_type":"box","text":"securities must be publicly listed and actively trading. Convertible securities where the underlying is a basket of equities, and","page_number":53,"box":{"x":59,"y":887,"width":869,"height":12}},{"id":"e7ce7a2c-391a-4dd9-91bf-90586804109e","block_type":"box","text":"42","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"14e0bcf5-5117-46bf-9c11-a22e46b82297","block_type":"box","text":"mandatory convertibles are included in the index. Securities in legal default, synthetic and reverse convertibles, pay-in-kind","page_number":54,"box":{"x":60,"y":67,"width":858,"height":12}},{"id":"071a2cce-3f5e-4ab5-805e-d0199c045182","block_type":"box","text":"convertibles, and convertibles with suspended or inactive underlying equities are excluded from the index.","page_number":54,"box":{"x":59,"y":82,"width":742,"height":12}},{"id":"410dd487-6876-4397-b490-7c661247ecd2","block_type":"box","text":"NYSE","page_number":54,"box":{"x":60,"y":109,"width":36,"height":9}},{"id":"a5f89ae7-d7ce-4ef4-ae65-facb6dba97ae","block_type":"box","text":"®","page_number":54,"box":{"x":97,"y":105,"width":6,"height":4}},{"id":"26a3ff39-7d48-421f-8783-1c3d0ec6ca62","block_type":"box","text":"FactSet U.S. Infrastructure Index","page_number":54,"box":{"x":109,"y":108,"width":233,"height":10}},{"id":"2c191233-1126-47b6-b1d6-e82afbc165eb","block_type":"box","text":"TM","page_number":54,"box":{"x":342,"y":107,"width":17,"height":5}},{"id":"539f2e58-5a46-428d-8078-985ac5900243","block_type":"box","text":"Number of Components: approximately 162","page_number":54,"box":{"x":60,"y":135,"width":317,"height":12}},{"id":"45cdecd3-9477-4989-8c7e-21c008701a16","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":60,"y":161,"width":130,"height":12}},{"id":"3f3b57b3-ebc2-4bbd-b66b-29d86f3c9731","block_type":"box","text":"The NYSE","page_number":54,"box":{"x":195,"y":161,"width":68,"height":10}},{"id":"12aab943-9ecd-48fe-850c-a90eb62ced84","block_type":"box","text":"®","page_number":54,"box":{"x":264,"y":158,"width":6,"height":4}},{"id":"18b2db9d-5ed1-4b60-92f8-69f8e18eeaf0","block_type":"box","text":"FactSet U.S. Infrastructure Index","page_number":54,"box":{"x":276,"y":161,"width":224,"height":10}},{"id":"c2e38f0f-c1a7-4cf5-8d3c-6bfce46740bd","block_type":"box","text":"TM","page_number":54,"box":{"x":500,"y":159,"width":17,"height":6}},{"id":"45dd810e-8ce0-455f-8a25-439e862b3870","block_type":"box","text":"is designed to measure the performance of equity","page_number":54,"box":{"x":523,"y":161,"width":348,"height":12}},{"id":"d12a0591-cc0d-4f56-9377-d0f1ea979159","block_type":"box","text":"securities of U.S. companies involved in U.S. focused infrastructure activities (as determined by the index provider of the","page_number":54,"box":{"x":59,"y":176,"width":838,"height":13}},{"id":"e2724387-81bf-4d6c-b1d8-1f545e47b6f4","block_type":"box","text":"Underlying Index).","page_number":54,"box":{"x":60,"y":191,"width":127,"height":13}},{"id":"f56bffd8-5b92-408f-9a5d-5f6eae0aa390","block_type":"box","text":"Companies are eligible to be included in the Underlying Index if they are classified to be under one of the 95 infrastructure","page_number":54,"box":{"x":59,"y":218,"width":859,"height":12}},{"id":"df06ee00-00d6-4594-8efd-d651dc6084e7","block_type":"box","text":"related industries as defined by FactSet Revere Business Industry Classification System (“RBICS”). Each company in the","page_number":54,"box":{"x":60,"y":233,"width":829,"height":12}},{"id":"d8c38cd9-6a17-424a-80da-eca559896740","block_type":"box","text":"Underlying Index is classified as either Category 1 or Category 2, where Category 1 companies are infrastructure enablers","page_number":54,"box":{"x":60,"y":248,"width":848,"height":12}},{"id":"885ca690-8b44-44b3-95e7-6014404aac3b","block_type":"box","text":"and Category 2 are infrastructure asset owners and operators.","page_number":54,"box":{"x":59,"y":263,"width":434,"height":12}},{"id":"d5882990-84ca-4920-a578-c90a6676ae8a","block_type":"box","text":"Infrastructure enablers are potential beneficiaries of infrastructure investment in the U.S. Category 1 companies in the","page_number":54,"box":{"x":60,"y":290,"width":823,"height":12}},{"id":"567001cc-a1d8-4859-bb85-37126899ff8d","block_type":"box","text":"Underlying Index include companies in construction and engineering services, machineries, materials, and certain railroad","page_number":54,"box":{"x":60,"y":305,"width":852,"height":12}},{"id":"40c7dd95-4dbe-4305-8506-807b50ec1796","block_type":"box","text":"transportation industries. Infrastructure asset owners and operators are companies associated with traditional equity","page_number":54,"box":{"x":59,"y":320,"width":820,"height":12}},{"id":"0b2c328e-466f-4065-8a7c-e0730c25ee30","block_type":"box","text":"infrastructure investing, which generally exhibit characteristics such as having stable cash flows, a high barrier to entry, and","page_number":54,"box":{"x":60,"y":335,"width":863,"height":12}},{"id":"4778c513-0aa5-4252-a5b2-acf52e34e4d0","block_type":"box","text":"being an inflation hedge. Category 2 companies in the Underlying Index include companies in energy transportation and","page_number":54,"box":{"x":60,"y":350,"width":842,"height":12}},{"id":"38da7622-973a-478a-b206-17a2bd7fb71d","block_type":"box","text":"storage, and utilities.","page_number":54,"box":{"x":59,"y":365,"width":144,"height":13}},{"id":"93903e34-6fb7-4caa-96bc-4fbe3700ff48","block_type":"box","text":"At the time of inclusion, eligible companies must derive 50% or more of their annual revenues from the U.S. The Underlying","page_number":54,"box":{"x":59,"y":392,"width":865,"height":12}},{"id":"2bc6bcbe-bb9b-47bd-9842-496c261eb638","block_type":"box","text":"Index applies a 50% weighting to Category 1 and Category 2, and within each category, constituent weights are determined","page_number":54,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"ce033c70-5ee7-4fe9-aeb8-37b84c50eec4","block_type":"box","text":"based on security-level float-adjusted market capitalization, subject to an individual constituent cap of 4%, with any excess","page_number":54,"box":{"x":60,"y":422,"width":861,"height":12}},{"id":"29405dce-3863-41aa-a3c0-1797ad123017","block_type":"box","text":"weight redistributed among the remaining constituents in their respective Category on a pro rata basis.","page_number":54,"box":{"x":59,"y":437,"width":721,"height":12}},{"id":"17935265-2dd6-472a-a96c-4beef08ecc97","block_type":"box","text":"The Underlying Index will be reviewed and reconstituted annually in March each year. Constituent weights of the Underlying","page_number":54,"box":{"x":59,"y":463,"width":869,"height":13}},{"id":"b6d6a82a-dc7e-49d0-9216-d60aa1cb5a33","block_type":"box","text":"Index are rebalanced quarterly in March, June, September and December.","page_number":54,"box":{"x":60,"y":479,"width":510,"height":12}},{"id":"260f2c78-1c13-49d5-b838-a37595480255","block_type":"box","text":"Eligibility.","page_number":54,"box":{"x":60,"y":505,"width":67,"height":12}},{"id":"aee9ccdc-47df-49f0-995a-2872a8e6a0bf","block_type":"box","text":"The following rules are used for the initial constituent selection and ongoing reconstitution:","page_number":54,"box":{"x":132,"y":505,"width":640,"height":12}},{"id":"a2bd2180-11f7-40b4-8dcb-a52dadf81913","block_type":"box","text":"• Underlying Index eligibility is limited to common stocks traded primarily on the New York Stock Exchange (“NYSE”),","page_number":54,"box":{"x":59,"y":525,"width":843,"height":13}},{"id":"8ff78baa-821b-4af1-9255-9babf23db8f8","block_type":"box","text":"NYSE American and Nasdaq, excluding master limited partnerships (MLPs), royalty trusts, business development","page_number":54,"box":{"x":92,"y":540,"width":789,"height":13}},{"id":"efd2923d-019b-4b4b-a667-9423d383de93","block_type":"box","text":"companies (BDCs), and American depository receipts (ADRs).","page_number":54,"box":{"x":92,"y":555,"width":433,"height":13}},{"id":"dcb8f206-5aa6-4943-af29-1a6114add197","block_type":"box","text":"• Initial Public Offering (“IPO”) securities that have been trading for less than 3 months prior to the reconstitution day are","page_number":54,"box":{"x":59,"y":576,"width":869,"height":12}},{"id":"4f28bc8b-387d-4e72-aea4-8ea88a293f33","block_type":"box","text":"excluded.","page_number":54,"box":{"x":92,"y":591,"width":65,"height":9}},{"id":"ff1eabcc-26a5-4c70-bdf8-7dc60da20c5e","block_type":"box","text":"• The securities must have a minimum float-adjusted market capitalization of U.S. $300 million or greater, and three","page_number":54,"box":{"x":59,"y":611,"width":838,"height":12}},{"id":"fdf7392b-fb49-4f1b-89c7-9ee6b6a85c2a","block_type":"box","text":"month Average Daily Trading Value (“ADTV”) of U.S. $1 million or greater on selection day.","page_number":54,"box":{"x":92,"y":626,"width":631,"height":12}},{"id":"55c8afdb-29db-4ff2-967e-641052618d72","block_type":"box","text":"Existing constituents may remain in the Underlying Index if they have a minimum float-adjusted market capitalization of","page_number":54,"box":{"x":92,"y":646,"width":842,"height":12}},{"id":"6fe454f7-eea7-489e-b3f0-7bfe9a7fbb0b","block_type":"box","text":"U.S. $225 million or greater, and a three-month ADTV of U.S. $0.75 million or greater on selection day.","page_number":54,"box":{"x":92,"y":661,"width":713,"height":13}},{"id":"7c3da54e-6278-41a7-81fa-b1a3cf0202c6","block_type":"box","text":"• The securities must be classified as having a focus (deriving 50% or more revenues) in one of the 95 infrastructure","page_number":54,"box":{"x":59,"y":681,"width":841,"height":13}},{"id":"7846c801-1dd5-47fb-8d0f-f0214d0b8f1b","block_type":"box","text":"related industries as defined by RBICS in either Category 1 or 2, where Category 1 companies are infrastructure enablers","page_number":54,"box":{"x":92,"y":697,"width":839,"height":12}},{"id":"0c9321f9-3dee-4f69-b054-84583ef11b3e","block_type":"box","text":"and Category 2 companies are infrastructure asset owners and operators.","page_number":54,"box":{"x":92,"y":712,"width":515,"height":12}},{"id":"5fd3c396-7f3a-4b1a-b4eb-5660f170f7c2","block_type":"box","text":"• An eligible company must derive 50% or more of its annual revenues from the U.S. to be included in the Underlying","page_number":54,"box":{"x":59,"y":732,"width":839,"height":12}},{"id":"acb0a589-9e9b-4fb5-b400-f90586e73e5d","block_type":"box","text":"Index.","page_number":54,"box":{"x":92,"y":747,"width":41,"height":10}},{"id":"3146137f-ec69-4f53-bc1b-b374408663b1","block_type":"box","text":"Existing constituents may remain in the Underlying Index if they derive 40% or more its annual revenues from the U.S.","page_number":54,"box":{"x":92,"y":767,"width":826,"height":12}},{"id":"c0f766a4-7207-4814-b735-9c16a7ba0870","block_type":"box","text":"• If a company has multiple share classes, only the most liquid issue based on the highest three-month ADTV on selection","page_number":54,"box":{"x":59,"y":787,"width":875,"height":13}},{"id":"f4a78838-25ee-4e32-859a-ae010c65f3f6","block_type":"box","text":"day will be included.","page_number":54,"box":{"x":92,"y":802,"width":141,"height":13}},{"id":"9b9aee72-4120-4e7d-aaa1-2a58a57df9da","block_type":"box","text":"NYSE Biotechnology Index","page_number":54,"box":{"x":60,"y":829,"width":190,"height":12}},{"id":"d7730613-7d40-4a16-bd58-a60de2982c22","block_type":"box","text":"Number of Components: approximately 245","page_number":54,"box":{"x":60,"y":855,"width":316,"height":13}},{"id":"8605cb45-5d67-4793-ae0d-18acbd2a0faa","block_type":"box","text":"43","page_number":54,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c9493bf8-779e-432a-a89c-c406a8536b71","block_type":"box","text":"Index Description.","page_number":55,"box":{"x":60,"y":67,"width":130,"height":12}},{"id":"22d0e5d2-c1cc-401a-8041-d8b1cc2caf3b","block_type":"box","text":"The NYSE Biotechnology Index is a rules-based, modified float-adjusted market capitalization-weighted","page_number":55,"box":{"x":195,"y":67,"width":724,"height":12}},{"id":"5d25c1f5-b967-4da7-a82d-5a5b8ad2f9bb","block_type":"box","text":"index that tracks the performance of qualifying U.S.-listed biotechnology companies.","page_number":55,"box":{"x":60,"y":82,"width":592,"height":12}},{"id":"37822afb-4c02-4b63-89bb-339ccf34ff51","block_type":"box","text":"Eligibility.","page_number":55,"box":{"x":60,"y":108,"width":67,"height":13}},{"id":"09ca702d-f960-49f8-aa0b-f5bac65bc71e","block_type":"box","text":"Underlying Index eligibility includes common stocks, ordinary shares, ADRs, and shares of beneficial interest or","page_number":55,"box":{"x":133,"y":108,"width":776,"height":13}},{"id":"5e73eece-28ea-434e-852e-a1f253b2ba9a","block_type":"box","text":"limited partnership interests that are listed on one of the following U.S exchanges: New York Stock Exchange (NYSE), NYSE","page_number":55,"box":{"x":60,"y":123,"width":857,"height":13}},{"id":"dd004149-f26a-47c2-8f83-7857b11ffed6","block_type":"box","text":"American, Cboe BZX, Nasdaq Global Select Market, Nasdaq Global Market. Companies must be classified within the","page_number":55,"box":{"x":59,"y":138,"width":810,"height":13}},{"id":"853e62d7-03bb-4661-b6a0-67589b9bd3a1","block_type":"box","text":"Biotechnology Sub-Industry Group of the ICE Uniform Sector Classification schema and meet certain minimum market","page_number":55,"box":{"x":60,"y":154,"width":832,"height":12}},{"id":"f4f2495e-7053-4859-8170-b6eeb685d159","block_type":"box","text":"capitalization, liquidity, and other criteria to be eligible for inclusion in the Underlying Index.","page_number":55,"box":{"x":59,"y":169,"width":638,"height":12}},{"id":"42ba5458-1536-4b07-aa69-0aa11ad5c5b9","block_type":"box","text":"Weighting.","page_number":55,"box":{"x":59,"y":195,"width":77,"height":12}},{"id":"866e546b-ebbf-4258-9f5d-a7e53d7f410d","block_type":"box","text":"The Underlying Index is float-adjusted market capitalization-weighted subject to certain exposure limits. First, all","page_number":55,"box":{"x":141,"y":195,"width":787,"height":12}},{"id":"3792c5a8-1901-4ab5-b57d-0f91c0b2ae5d","block_type":"box","text":"constituents are capped at 8% with any excess weight redistributed on a pro-rata basis to constituents below that cap,","page_number":55,"box":{"x":59,"y":210,"width":831,"height":13}},{"id":"310e941d-44d9-45b7-a096-b0993e3e7f44","block_type":"box","text":"provided none can be increased above 8%. Next, the weights of constituents outside the initial five largest are capped at 4%","page_number":55,"box":{"x":59,"y":225,"width":868,"height":13}},{"id":"d51e6800-9f36-4bac-9b4e-3c68a23acc38","block_type":"box","text":"with any excess weight redistributed on a pro-rata basis to (i) any of the five largest constituents that are below 8% (provided","page_number":55,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"db65842d-bc1f-4f91-a9eb-6bbb74657e0c","block_type":"box","text":"they cannot be increased above 8%), and (ii) any other constituents that are below 4% (provided none are increased above","page_number":55,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"32198e1e-01fd-49ae-b973-030bc2c820d2","block_type":"box","text":"4%). Finally, the cumulative weight of all ADRs is capped at 10% with the reductions applied proportionately across that","page_number":55,"box":{"x":59,"y":271,"width":842,"height":12}},{"id":"e4f28781-1ff0-4c4e-a9bc-9524ec88df9e","block_type":"box","text":"group. Excess weight is redistributed on a pro-rata basis to (i) any non-ADR constituents among the resulting five largest","page_number":55,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"658bd14b-ac74-400a-a341-48326b2421d7","block_type":"box","text":"constituents that are below 8% (provided they cannot be increased above 8%) and (ii) any other non-ADR constituents that","page_number":55,"box":{"x":59,"y":301,"width":870,"height":12}},{"id":"428bfe47-a8e3-45b7-a28b-87d469015c82","block_type":"box","text":"are below 4% (provided they cannot be increased above 4%).","page_number":55,"box":{"x":59,"y":316,"width":430,"height":12}},{"id":"8c8baf0d-ff9a-4b79-bc24-fe54d37a9cbd","block_type":"box","text":"Issue Changes.","page_number":55,"box":{"x":60,"y":343,"width":107,"height":12}},{"id":"1d9999a6-0b78-4d85-8705-c20fad280b40","block_type":"box","text":"The Underlying Index undergoes a full reconstitution of constituent holdings annually in December. At the","page_number":55,"box":{"x":172,"y":343,"width":743,"height":12}},{"id":"5c7411b2-0800-4ac8-a908-e250c41fe6ce","block_type":"box","text":"annual reconstitution, qualifying constituents are re-selected based on the eligibility criteria, and float-adjusted market","page_number":55,"box":{"x":59,"y":358,"width":831,"height":12}},{"id":"20e74934-a3b2-466f-82ba-8c424c7fc0b1","block_type":"box","text":"capitalization weights are determined subject to the weighting exposure limits. The reference date for the input data used to","page_number":55,"box":{"x":59,"y":373,"width":869,"height":12}},{"id":"79d593f8-360f-498c-a4f7-a1639aacdb84","block_type":"box","text":"determine security qualification is the close of the last trading day of October, and reference data for the input data used to","page_number":55,"box":{"x":59,"y":388,"width":861,"height":12}},{"id":"ea4487e2-d979-4d92-8eed-865546e4b0c5","block_type":"box","text":"determine weights is the close of the last trading day of November. The announcement date is the close of the first Friday of","page_number":55,"box":{"x":59,"y":403,"width":870,"height":12}},{"id":"aa028880-ad35-4d96-a0d1-53d1f5ed0aa4","block_type":"box","text":"December.","page_number":55,"box":{"x":60,"y":418,"width":73,"height":10}},{"id":"4f4c86b3-a43d-40a5-9861-3b9d6b8bdd87","block_type":"box","text":"Quarterly Index Rebalancing.","page_number":55,"box":{"x":59,"y":445,"width":210,"height":12}},{"id":"56dc1919-3705-430e-b133-e9f96262c0f6","block_type":"box","text":"In addition to the annual reconstitution, the Underlying Index is rebalanced after the close of","page_number":55,"box":{"x":275,"y":445,"width":648,"height":12}},{"id":"8da656ee-1047-48e2-bdbb-72dd819c3398","block_type":"box","text":"the third Friday of March, June, and September. At the quarterly rebalances, no constituents are added to or removed from","page_number":55,"box":{"x":59,"y":460,"width":855,"height":12}},{"id":"e09b8b05-60b1-49fd-9476-57f4adf59540","block_type":"box","text":"the Underlying Index; however, constituent weights are recalculated based on updated float-adjusted market capitalizations","page_number":55,"box":{"x":59,"y":475,"width":865,"height":12}},{"id":"3a500cb4-170b-4652-8d02-75ea5b488421","block_type":"box","text":"subject to the weighting exposure limits. The reference date for all input data used in the quarterly rebalances is the close of","page_number":55,"box":{"x":59,"y":490,"width":869,"height":12}},{"id":"8e666b77-b310-4497-b2d7-d882c7c1a6a9","block_type":"box","text":"the last trading day of the month preceding the month of effectiveness (February, May, August) and the announcement date","page_number":55,"box":{"x":59,"y":505,"width":872,"height":12}},{"id":"db0985ec-616a-4313-888f-0a12552a5ff9","block_type":"box","text":"is the close of the first Friday of the rebalance month.","page_number":55,"box":{"x":60,"y":520,"width":371,"height":12}},{"id":"08d1bb8b-aa3c-4cb9-8af4-9cda5770ea7a","block_type":"box","text":"Index Maintenance.","page_number":55,"box":{"x":60,"y":547,"width":141,"height":9}},{"id":"7e96664d-df7d-4470-b36f-209a33f3460c","block_type":"box","text":"The Underlying Index is adjusted for corporate actions that affect constituents and implements any","page_number":55,"box":{"x":206,"y":547,"width":696,"height":12}},{"id":"bbee7183-924a-446f-ae72-db7b9d0e6923","block_type":"box","text":"intra-quarter float-adjusted shares outstanding updates greater than 10% in scheduled monthly share updates that take","page_number":55,"box":{"x":60,"y":562,"width":842,"height":12}},{"id":"61ff2103-f5a8-488c-9a06-c5bed38142a0","block_type":"box","text":"effect after the close of the last trading day of each month. Securities are removed from the Underlying Index only when both","page_number":55,"box":{"x":59,"y":577,"width":876,"height":12}},{"id":"06382e64-792b-47cd-b702-6baab279c19a","block_type":"box","text":"the transaction and delisting is either confirmed or deemed imminent. If a security is suspended prior to its removal from the","page_number":55,"box":{"x":59,"y":592,"width":874,"height":12}},{"id":"9c70085c-60e9-4689-8692-819f7249214a","block_type":"box","text":"Underlying Index, then the security is deleted at the close of the next trading day at either the last traded price (cash only","page_number":55,"box":{"x":60,"y":607,"width":846,"height":12}},{"id":"e5d86ac8-8bf7-4e8b-a370-9d5f768a7308","block_type":"box","text":"terms) or the value of the deal terms (share or cash/share terms), if available. There are no intra-quarter replacements of","page_number":55,"box":{"x":59,"y":622,"width":848,"height":13}},{"id":"7f508c6b-19a3-4110-a691-c784489c1c8a","block_type":"box","text":"constituents in the Underlying Index. The Underlying Index implements a zero-price spin-off policy. A spin-co is added into","page_number":55,"box":{"x":59,"y":637,"width":859,"height":13}},{"id":"c21259b1-0a05-43c6-836b-bcaf8b521cce","block_type":"box","text":"the Underlying Index effective for the spin-off ex-date with a $0 price and no price adjustment is made on the parent","page_number":55,"box":{"x":59,"y":652,"width":817,"height":13}},{"id":"294ecff3-20ce-459a-b7f7-fb2eec1f3983","block_type":"box","text":"company. After the close of the first day of trading for the spin-co, it is deleted from the Underlying Index at its last traded","page_number":55,"box":{"x":59,"y":668,"width":851,"height":12}},{"id":"479dc797-d888-46f4-bc85-2b55247d85fa","block_type":"box","text":"price.","page_number":55,"box":{"x":59,"y":684,"width":37,"height":11}},{"id":"720a8c50-e158-4139-8298-880b96daecd2","block_type":"box","text":"NYSE Semiconductor Index","page_number":55,"box":{"x":60,"y":709,"width":196,"height":10}},{"id":"30482277-0e0f-4053-9975-9f0bfb41f3da","block_type":"box","text":"Number of Components: approximately 30","page_number":55,"box":{"x":60,"y":736,"width":308,"height":12}},{"id":"220481e4-9219-4399-b7ae-5951f742ffe1","block_type":"box","text":"Index Description.","page_number":55,"box":{"x":60,"y":762,"width":130,"height":12}},{"id":"979412d4-f5b6-4ec6-9204-9e4bf3d2e074","block_type":"box","text":"The NYSE Semiconductor Index is a rules-based, modified float-adjusted market capitalization-weighted","page_number":55,"box":{"x":195,"y":762,"width":731,"height":12}},{"id":"f1f2b298-8e89-4103-8cae-7c406a79cd0a","block_type":"box","text":"index that tracks the performance of the thirty largest U.S.-listed semiconductor companies.","page_number":55,"box":{"x":60,"y":777,"width":644,"height":13}},{"id":"a8e4df55-f4f3-4b29-9d2c-cbefb297eee9","block_type":"box","text":"Eligibility.","page_number":55,"box":{"x":60,"y":804,"width":67,"height":12}},{"id":"0ebf9092-f0a7-444e-adf8-ed57ee17d9b2","block_type":"box","text":"Underlying Index eligibility includes common stocks, ordinary shares, ADRs, and shares of beneficial interest or","page_number":55,"box":{"x":133,"y":804,"width":776,"height":12}},{"id":"81c4750d-c74c-4bcc-9b5e-66b19a351b59","block_type":"box","text":"limited partnership interests that are listed on one of the following U.S exchanges: New York Stock Exchange (NYSE), NYSE","page_number":55,"box":{"x":60,"y":819,"width":857,"height":12}},{"id":"a7ac88f9-ffd7-4ad7-b205-1bbdb5c5d327","block_type":"box","text":"American, Cboe BZX, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market. Companies must be","page_number":55,"box":{"x":59,"y":834,"width":834,"height":12}},{"id":"94899f56-15ea-4b5d-bedf-61809975e14e","block_type":"box","text":"classified within the Semiconductors Industry of the ICE Uniform Sector Classification schema and meet certain minimum","page_number":55,"box":{"x":59,"y":849,"width":854,"height":12}},{"id":"c891a2ff-6c38-4e22-a799-b6072b4ba7d4","block_type":"box","text":"market capitalization, liquidity, and other criteria to be eligible for inclusion in the Underlying Index.","page_number":55,"box":{"x":60,"y":864,"width":691,"height":12}},{"id":"62ce6850-b63c-4364-b7ff-9beca0b42db3","block_type":"box","text":"44","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c8c49e92-cd6a-485d-9b61-fe1ae62ab235","block_type":"box","text":"Weighting.","page_number":56,"box":{"x":59,"y":67,"width":77,"height":12}},{"id":"b18ea1a3-3dac-4ce9-80e8-33a957a228a6","block_type":"box","text":"The Underlying Index is float-adjusted market capitalization-weighted subject to certain exposure limits. First, all","page_number":56,"box":{"x":141,"y":67,"width":787,"height":12}},{"id":"046624d8-d849-406b-a8cf-9e25019338d8","block_type":"box","text":"constituents are capped at 8% with any excess weight redistributed on a pro-rata basis to constituents below that cap,","page_number":56,"box":{"x":59,"y":82,"width":831,"height":12}},{"id":"926e574e-729d-487c-ab56-6c22b45500cc","block_type":"box","text":"provided none can be increased above 8%. Next, the weights of constituents outside the initial five largest are capped at 4%","page_number":56,"box":{"x":59,"y":97,"width":868,"height":12}},{"id":"cb869ef3-a207-40ca-ad22-6d5413c2952e","block_type":"box","text":"with any excess weight redistributed on a pro-rata basis to (i) any of the five largest constituents that are below 8% (provided","page_number":56,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"0350eb6b-2a83-46a3-af27-a5319f3ef46e","block_type":"box","text":"they cannot be increased above 8%), and (ii) any other constituents that are below 4% (provided none are increased above","page_number":56,"box":{"x":59,"y":127,"width":862,"height":12}},{"id":"4a2a16ab-4aa2-4931-99f8-ee34bcdb69a3","block_type":"box","text":"4%). Finally, the cumulative weight of all ADRs is capped at 10% with the reductions applied proportionately across that","page_number":56,"box":{"x":59,"y":142,"width":842,"height":13}},{"id":"2a7fa5d1-3903-4ed5-bdac-cf7e824128dc","block_type":"box","text":"group. Excess weight is redistributed on a pro-rata basis to (i) any non-ADR constituents among the resulting five largest","page_number":56,"box":{"x":59,"y":157,"width":847,"height":13}},{"id":"a8af9953-72d7-476b-b527-55e7239338f1","block_type":"box","text":"constituents that are below 8% (provided they cannot be increased above 8%) and (ii) any other non-ADR constituents that","page_number":56,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"50165b0c-7e0f-4a3f-82ab-da3f06ee9f14","block_type":"box","text":"are below 4% (provided they cannot be increased above 4%).","page_number":56,"box":{"x":59,"y":188,"width":430,"height":12}},{"id":"86654ccd-a5a9-47e4-8d98-215f27e67ed1","block_type":"box","text":"Issue Changes.","page_number":56,"box":{"x":60,"y":214,"width":107,"height":12}},{"id":"a3bc0135-bfb0-4bb5-952f-c4262ee56b25","block_type":"box","text":"The Underlying Index undergoes a full reconstitution of constituent holdings annually in September. At the","page_number":56,"box":{"x":172,"y":214,"width":747,"height":12}},{"id":"7aaf7d63-3c59-41da-9d4e-6ab140f58c6b","block_type":"box","text":"annual reconstitution, qualifying constituents are re-selected based on the eligibility criteria, and float-adjusted market","page_number":56,"box":{"x":59,"y":229,"width":831,"height":12}},{"id":"3e3d18ad-8b28-4c82-9f69-75e5bd7c1423","block_type":"box","text":"capitalization weights are determined subject to the weighting exposure limits. The reference date for the input data used to","page_number":56,"box":{"x":59,"y":244,"width":869,"height":13}},{"id":"acf5ad53-539a-46de-a07e-47d90e4dca24","block_type":"box","text":"determine security qualification is the close of the last trading day of July, and reference data for the input data used to","page_number":56,"box":{"x":59,"y":259,"width":829,"height":13}},{"id":"c1cce076-e751-4c3a-b6db-c4d8bd86e840","block_type":"box","text":"determine weights is the close of the last trading day of August. The announcement date is the close of the first Friday of","page_number":56,"box":{"x":59,"y":274,"width":849,"height":13}},{"id":"75ba603c-ccc9-4e6c-b517-7c3aa7d2273f","block_type":"box","text":"September.","page_number":56,"box":{"x":59,"y":290,"width":78,"height":12}},{"id":"f332d828-b7d9-402b-a5d7-413284d6d414","block_type":"box","text":"Quarterly Index Rebalancing.","page_number":56,"box":{"x":59,"y":316,"width":210,"height":12}},{"id":"3ae9e1b3-92cf-4973-97e6-8b5cf7a17e19","block_type":"box","text":"In addition to the annual reconstitution, the Underlying Index is rebalanced after the close of","page_number":56,"box":{"x":275,"y":316,"width":648,"height":12}},{"id":"d79991cf-587d-472d-b235-f467ae24559c","block_type":"box","text":"the third Friday of March, June, and December. At the quarterly rebalances, no constituents are added to or removed from the","page_number":56,"box":{"x":59,"y":331,"width":878,"height":13}},{"id":"abe15e66-a059-479c-8ce8-162e08245dae","block_type":"box","text":"Underlying Index; however, constituent weights are recalculated based on updated float-adjusted market capitalizations","page_number":56,"box":{"x":60,"y":346,"width":837,"height":13}},{"id":"6b0b3fa8-bf90-42f6-bbbc-44514c2680fd","block_type":"box","text":"subject to the weighting exposure limits. The reference date for all input data used in the quarterly rebalances is the close of","page_number":56,"box":{"x":59,"y":361,"width":869,"height":13}},{"id":"8db97dfe-b38a-4303-855f-031c149bdab1","block_type":"box","text":"the last trading day of the month preceding the month of effectiveness (February, May, November) and the announcement","page_number":56,"box":{"x":59,"y":377,"width":859,"height":12}},{"id":"810a0957-610a-4220-b66b-be22bf1d9fe1","block_type":"box","text":"date is the close of the first Friday of the rebalance month.","page_number":56,"box":{"x":59,"y":392,"width":407,"height":12}},{"id":"67691e7f-8f6a-4559-89de-5c8be4c8c6b0","block_type":"box","text":"Index Maintenance.","page_number":56,"box":{"x":60,"y":418,"width":141,"height":10}},{"id":"facc249e-747e-46e0-94fd-7811409b7771","block_type":"box","text":"The Underlying Index is adjusted for corporate actions that affect constituents and implements any","page_number":56,"box":{"x":206,"y":418,"width":696,"height":12}},{"id":"4258be8d-5905-4bce-b499-afc653a34e84","block_type":"box","text":"intra-quarter float-adjusted shares outstanding updates greater than 10% in scheduled monthly share updates that take","page_number":56,"box":{"x":60,"y":433,"width":842,"height":13}},{"id":"d6dd7210-fe74-4a83-8f85-1bc1b4927119","block_type":"box","text":"effect after the close of the last trading day of each month. Securities are removed from the Underlying Index only when both","page_number":56,"box":{"x":59,"y":448,"width":876,"height":13}},{"id":"92abc361-cef1-4def-8142-29214f16593e","block_type":"box","text":"the transaction and delisting is either confirmed or deemed imminent. If a security is suspended prior to its removal from the","page_number":56,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"650a80d6-bb70-4efb-81a7-0c9b2a32caf3","block_type":"box","text":"Underlying Index, then the security is deleted at the close of the next trading day at either the last traded price (cash only","page_number":56,"box":{"x":60,"y":479,"width":846,"height":12}},{"id":"32b0ab57-9002-4fd5-b804-b6499d456123","block_type":"box","text":"terms) or the value of the deal terms (share or cash/share terms), if available. There are no intra-quarter replacements of","page_number":56,"box":{"x":59,"y":494,"width":848,"height":12}},{"id":"52377c78-13d2-4d18-8c4c-1bd3d3d291c9","block_type":"box","text":"constituents in the Underlying Index. The Underlying Index implements a zero-price spin-off policy. A spin-co is added into","page_number":56,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"9673fb6a-fa43-4413-a9a3-bc0336771f9a","block_type":"box","text":"the Underlying Index effective for the spin-off ex-date with a $0 price and no price adjustment is made on the parent","page_number":56,"box":{"x":59,"y":524,"width":817,"height":12}},{"id":"5e861191-fe51-4b4b-a991-e89bdacbda8f","block_type":"box","text":"company. After the close of the first day of trading for the spin-co, it is deleted from the Underlying Index at its last traded","page_number":56,"box":{"x":59,"y":539,"width":851,"height":12}},{"id":"f15dd3b9-cac2-4032-b87b-5509cf1e6963","block_type":"box","text":"price.","page_number":56,"box":{"x":59,"y":555,"width":37,"height":12}},{"id":"6213ff71-d5a5-406d-8f43-0f3a7483f2cd","block_type":"box","text":"JPX-Nikkei 400 Net Total Return Index","page_number":56,"box":{"x":58,"y":585,"width":636,"height":27}},{"id":"9d94c9af-cb07-40b6-9002-bbbeb451136e","block_type":"box","text":"Number of Components: approximately 398","page_number":56,"box":{"x":60,"y":618,"width":317,"height":13}},{"id":"5b79531a-2c08-4f9b-b853-8fab23da3538","block_type":"box","text":"Index Description.","page_number":56,"box":{"x":60,"y":641,"width":130,"height":12}},{"id":"9d445bbc-4b3d-43e7-b187-b6e021db2268","block_type":"box","text":"The JPX-Nikkei 400 Net Total Return Index was jointly developed by Japan Exchange Group, Inc. and JPX","page_number":56,"box":{"x":195,"y":641,"width":725,"height":12}},{"id":"9a896fef-4f2a-4a3c-9286-d90a2645940e","block_type":"box","text":"Market Innovation & Research, Inc. (collectively referred to as the “JPX Group”) and Nikkei Inc. (the “Nikkei”). The JPX-Nikkei","page_number":56,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"0e17ffc8-64d3-4562-8e15-fdbb2dd26f0d","block_type":"box","text":"400 Net Total Return Index is constructed based on market capitalization adjusted by free-float weight. Free-float weight is","page_number":56,"box":{"x":59,"y":671,"width":858,"height":13}},{"id":"488482dc-a5b7-472e-b317-8f550127cf47","block_type":"box","text":"the percentage of listed shares deemed to be available for trading in the market. As a general matter, shares held by the top","page_number":56,"box":{"x":59,"y":686,"width":862,"height":13}},{"id":"322f86b2-d97b-488d-a6da-90e123d9e397","block_type":"box","text":"10 major shareholders, treasury and other similar shares, shares held by board members and other representatives, shares","page_number":56,"box":{"x":61,"y":702,"width":853,"height":12}},{"id":"1307c5f7-0b79-4de3-8092-a0d7b4ca2a1d","block_type":"box","text":"held for policy purposes (so-called “strategic shareholdings”), and other shares deemed by the JPX Group and the Nikkei to","page_number":56,"box":{"x":60,"y":717,"width":860,"height":12}},{"id":"5281e21c-142c-499c-869f-ace9b7d7f927","block_type":"box","text":"be unavailable for trading in the market are considered to be non-free float shares.","page_number":56,"box":{"x":60,"y":732,"width":574,"height":12}},{"id":"964d686b-f27a-4796-80a6-d0b1027ce569","block_type":"box","text":"Eligibility.","page_number":56,"box":{"x":60,"y":758,"width":67,"height":13}},{"id":"b6303fe1-d962-470c-bfb1-1b2c7ce9ace3","block_type":"box","text":"Underlying Index eligibility is limited to (i) common stocks traded primarily on the Tokyo Stock Exchange Prime","page_number":56,"box":{"x":133,"y":758,"width":779,"height":13}},{"id":"6131edf8-5677-4f4f-9a45-1a4b73ad9713","block_type":"box","text":"Market, Standard Market or Growth Market and (ii) Tokyo Stock Exchange Prime Market, Standard Market or Growth","page_number":56,"box":{"x":59,"y":773,"width":819,"height":13}},{"id":"833b735b-c933-46ab-89a7-146823d7c121","block_type":"box","text":"Market-listed securities other than common stocks that are regarded by the JPX Group and the Nikkei as equivalent to","page_number":56,"box":{"x":59,"y":788,"width":825,"height":13}},{"id":"8de2b44a-8674-44f3-a8af-3d0f7e65215d","block_type":"box","text":"common stocks in each case if their inclusion is deemed to be particularly necessary- as determined by the JPX Group and","page_number":56,"box":{"x":59,"y":804,"width":855,"height":12}},{"id":"ed76c2a0-4664-436c-88eb-7a6641f42105","block_type":"box","text":"the Nikkei.","page_number":56,"box":{"x":59,"y":819,"width":72,"height":9}},{"id":"75f0fc5a-0778-490f-86b6-62998cec613a","block_type":"box","text":"Index Maintenance and Issue Changes.","page_number":56,"box":{"x":60,"y":845,"width":282,"height":13}},{"id":"e677cbd6-1f32-44d8-87b8-ef8aace3c1b2","block_type":"box","text":"The constituents are reviewed annually at the end of August. The Index Provider","page_number":56,"box":{"x":347,"y":845,"width":563,"height":13}},{"id":"27c2c52c-ddd5-42f6-9fe9-9901388d78f6","block_type":"box","text":"selects 400 constituents, based on: (i) trading value over the past three years, (ii) market value on the selection base date (the","page_number":56,"box":{"x":59,"y":860,"width":879,"height":13}},{"id":"debfa625-0785-4bc2-8f0e-a54541243a68","block_type":"box","text":"end of June), (iii) scoring by stock by three-year average returns on equity, cumulative operating profit and market value on","page_number":56,"box":{"x":59,"y":875,"width":859,"height":13}},{"id":"682d6fa7-ae4b-464b-963f-fdba543c5446","block_type":"box","text":"45","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"43328e45-1e1b-4e54-8161-d93f04d1d213","block_type":"box","text":"the selection base date using specified weightings and (iv) qualitative factors tied to corporate governance and disclosure.","page_number":57,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"87965932-04bb-45cb-ace7-3114424b5ce9","block_type":"box","text":"The JPX Group and the Nikkei have indicated that securities will be dropped from the Underlying Index during the year if they","page_number":57,"box":{"x":59,"y":82,"width":874,"height":12}},{"id":"04644af4-88f9-484b-a8a8-eeece01c3c6f","block_type":"box","text":"are delisted or are the subject of a merger or bankruptcy and that new securities will not be added to replace dropped","page_number":57,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"6fd54d8d-607a-4312-ac15-f11261057d8e","block_type":"box","text":"securities until the annual review. As a result, at different points throughout the calendar year, the Underlying Index may have","page_number":57,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"aceaa2b6-4b9f-40fd-9a00-3c3192d620e9","block_type":"box","text":"fewer than 400 components.","page_number":57,"box":{"x":59,"y":127,"width":202,"height":12}},{"id":"a3157bbb-1f82-4734-933f-299d34eb8930","block_type":"box","text":"The MSCI Indexes","page_number":57,"box":{"x":59,"y":158,"width":302,"height":23}},{"id":"2e45df17-31e2-49a5-b2cc-c75c3b2acac0","block_type":"box","text":"The MSCI indexes were founded in 1969 by Capital International S.A. as international performance benchmarks constructed","page_number":57,"box":{"x":59,"y":199,"width":868,"height":12}},{"id":"18863788-02cd-418a-94c7-794b0ddc3d18","block_type":"box","text":"to facilitate comparison of world markets. The MSCI single country standard equity indexes have covered the world’s","page_number":57,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"72e9876e-9b17-4550-b5f8-98339afde03e","block_type":"box","text":"developed markets since 1969 and in 1987 MSCI Inc. commenced coverage of emerging markets. Local stock exchanges","page_number":57,"box":{"x":59,"y":229,"width":846,"height":12}},{"id":"7c66c54c-7106-4975-b8df-a0518e5be869","block_type":"box","text":"traditionally calculated their own indexes, which were generally not comparable with one another due to differences in the","page_number":57,"box":{"x":59,"y":244,"width":857,"height":13}},{"id":"8af2ab4e-f844-4b71-b71d-5c88d9f45c3d","block_type":"box","text":"representation of the local market, mathematical formulas, base dates and methods of adjusting for capital changes. MSCI,","page_number":57,"box":{"x":60,"y":259,"width":861,"height":13}},{"id":"8471868b-16bc-4904-8b91-f3e4851fcdb3","block_type":"box","text":"however, applies the same calculation methodology to all markets for all single country standard equity indexes, both","page_number":57,"box":{"x":60,"y":274,"width":820,"height":13}},{"id":"ad547c49-5569-4b35-b9d8-275ef4a15b86","block_type":"box","text":"developed and emerging.","page_number":57,"box":{"x":59,"y":290,"width":177,"height":12}},{"id":"6f06d86e-a1e0-448a-a5f6-2dc0262dd698","block_type":"box","text":"MSCI Global Investable Market Indexes","page_number":57,"box":{"x":59,"y":316,"width":281,"height":10}},{"id":"d4fde9f6-d0b1-4baa-b196-7e4173ac383f","block_type":"box","text":"MSCI’s Global Investable Market Indexes (the “MSCI GIMI”) provide coverage and non-overlapping market segmentation by","page_number":57,"box":{"x":59,"y":343,"width":868,"height":12}},{"id":"9c79902d-a80b-42cc-8cbe-267bf2ea4969","block_type":"box","text":"market capitalization size and by style. The MSCI GIMI intend to target approximately 99% coverage of the free float-adjusted","page_number":57,"box":{"x":60,"y":358,"width":877,"height":12}},{"id":"85bc9c0e-3049-4eb2-866a-328b54b79244","block_type":"box","text":"market capitalization in each market of large-, mid- and small-cap securities.","page_number":57,"box":{"x":60,"y":373,"width":535,"height":12}},{"id":"0a6de989-c334-42fb-a1eb-8fbb3c5e86e9","block_type":"box","text":"Defining the Equity Universe","page_number":57,"box":{"x":60,"y":399,"width":203,"height":13}},{"id":"741878cc-74f4-4531-b4c3-a0d20ac5bc6a","block_type":"box","text":". MSCI begins with securities listed in countries in the MSCI GIMI. All listed equity securities and","page_number":57,"box":{"x":265,"y":399,"width":669,"height":13}},{"id":"83b82bb6-74e4-4b29-ad4c-c12c80d75864","block_type":"box","text":"listed securities that exhibit characteristics of equity securities, except mutual funds, ETFs, equity derivatives, limited","page_number":57,"box":{"x":60,"y":414,"width":812,"height":13}},{"id":"3057f447-1a8d-4af8-a46c-624c375c2a92","block_type":"box","text":"partnerships and most investment trusts, are eligible for inclusion in the equity universe. REITs in some countries and certain","page_number":57,"box":{"x":59,"y":429,"width":871,"height":13}},{"id":"2bcbe91c-f242-4532-b033-800a50404bc8","block_type":"box","text":"income trusts in Canada are also eligible for inclusion. Each company and its securities (","page_number":57,"box":{"x":60,"y":445,"width":614,"height":12}},{"id":"41595791-3881-4e4d-a130-8957eefae737","block_type":"box","text":"i.e","page_number":57,"box":{"x":675,"y":446,"width":15,"height":8}},{"id":"3cc8d2d8-c53b-4d1e-86ed-a876e386d872","block_type":"box","text":"., share classes) are classified in","page_number":57,"box":{"x":692,"y":445,"width":219,"height":12}},{"id":"33ebb4dd-ee8e-4a4c-80db-4a3c4f876984","block_type":"box","text":"only one country.","page_number":57,"box":{"x":59,"y":460,"width":120,"height":12}},{"id":"487059a6-0e18-47ba-8bcc-78c65dfdcc12","block_type":"box","text":"Determining Market Capitalization Size Segments for Each Market","page_number":57,"box":{"x":60,"y":486,"width":475,"height":12}},{"id":"69349368-97f0-4e2a-975c-b2d77c1313ce","block_type":"box","text":". In order to create size components that can be","page_number":57,"box":{"x":536,"y":486,"width":333,"height":12}},{"id":"89fee06d-79a6-4e89-a7e7-9d57f3aaa73e","block_type":"box","text":"meaningfully aggregated into composites, individual market size segments balance the following two objectives:","page_number":57,"box":{"x":60,"y":501,"width":786,"height":13}},{"id":"b2a0e184-53f2-415a-b378-3c8d70c40a77","block_type":"box","text":"• Achieving global size integrity by ensuring that companies of comparable and relevant sizes are included in a given","page_number":57,"box":{"x":92,"y":521,"width":833,"height":13}},{"id":"95c4c361-9a33-4161-af39-e6cd40febe1b","block_type":"box","text":"size segment across all markets in a composite index; and","page_number":57,"box":{"x":124,"y":537,"width":404,"height":12}},{"id":"634f0357-0c51-4c5d-a885-6f61721f5556","block_type":"box","text":"• Achieving consistent market coverage by ensuring that each market’s size segment is represented in its","page_number":57,"box":{"x":92,"y":557,"width":755,"height":12}},{"id":"8c9fc1c2-0633-492a-8165-04f652c9614c","block_type":"box","text":"proportional weight in the composite universe.","page_number":57,"box":{"x":124,"y":572,"width":327,"height":12}},{"id":"951c3aa6-931f-4d5a-80b6-368a23bedf21","block_type":"box","text":"Applying Final Size Segment Investability Requirements.","page_number":57,"box":{"x":59,"y":598,"width":404,"height":13}},{"id":"16ad0567-0a8f-4e71-ace2-aa2e17aaf822","block_type":"box","text":"In order to enhance replicability of the indexes, MSCI applies","page_number":57,"box":{"x":469,"y":598,"width":422,"height":13}},{"id":"b6172d04-02c1-4ebe-b430-820cdc184a4a","block_type":"box","text":"additional size segment investability requirements, which include minimum free float-adjusted market capitalization,","page_number":57,"box":{"x":59,"y":613,"width":815,"height":13}},{"id":"80f2ebf6-3205-4d41-84f1-9e1f69cfe029","block_type":"box","text":"minimum liquidity, minimum foreign limits and minimum length of trading.","page_number":57,"box":{"x":60,"y":628,"width":526,"height":13}},{"id":"b9271236-0ca2-449c-97ee-031950c370c7","block_type":"box","text":"Weighting.","page_number":57,"box":{"x":59,"y":655,"width":77,"height":12}},{"id":"678ce2a1-4ef3-4144-90da-7bc96a6f8173","block_type":"box","text":"All indexes of the MSCI GIMI are free float weighted,","page_number":57,"box":{"x":141,"y":655,"width":365,"height":12}},{"id":"0b2904e2-d1a1-4404-96ee-8fb06d66fdc0","block_type":"box","text":"i.e","page_number":57,"box":{"x":512,"y":656,"width":14,"height":9}},{"id":"05eaa978-34da-46cd-aac5-3fcdbc727486","block_type":"box","text":"., companies are included in the indexes at the value of","page_number":57,"box":{"x":528,"y":655,"width":384,"height":12}},{"id":"9dcdfd73-9927-442e-8326-54e923d1340d","block_type":"box","text":"their free public float (free float multiplied by security price).","page_number":57,"box":{"x":59,"y":670,"width":419,"height":12}},{"id":"d73108a7-e107-472b-84e2-ebb2e9c6678d","block_type":"box","text":"Free Float.","page_number":57,"box":{"x":60,"y":697,"width":72,"height":9}},{"id":"1e64180b-3682-4569-8e41-850b53306880","block_type":"box","text":"MSCI defines the free float of a security as the proportion of shares outstanding that are deemed to be available","page_number":57,"box":{"x":138,"y":697,"width":781,"height":12}},{"id":"041fba1d-3675-46f1-b75e-d3ebfd76b829","block_type":"box","text":"for purchase in the public equity markets by international investors. In practice, limitations on free float available to","page_number":57,"box":{"x":59,"y":712,"width":803,"height":12}},{"id":"ab534c1a-d697-465d-a58b-c8c2e388a8e2","block_type":"box","text":"international investors include: (i) strategic and other shareholdings not considered part of available free float; and (ii) limits","page_number":57,"box":{"x":60,"y":727,"width":864,"height":12}},{"id":"038859df-d69c-41cd-9e8d-c894e8c540c0","block_type":"box","text":"on share ownership for foreigners.","page_number":57,"box":{"x":59,"y":742,"width":240,"height":12}},{"id":"296d3c08-b9b0-4669-a016-fcc9d12fabc3","block_type":"box","text":"MSCI calculates the free float-adjusted market capitalization of each security in the equity index universe by (i) defining and","page_number":57,"box":{"x":59,"y":768,"width":866,"height":13}},{"id":"450c103a-34a8-447a-9c3f-7c1d9b8bcee3","block_type":"box","text":"estimating the free float available to foreign investors; (ii) assigning a free float-adjustment factor to each security; and (iii)","page_number":57,"box":{"x":59,"y":783,"width":856,"height":13}},{"id":"71d97229-5188-46af-af53-6036d8155016","block_type":"box","text":"calculating the free float-adjusted market capitalization of each security.","page_number":57,"box":{"x":59,"y":799,"width":504,"height":12}},{"id":"0199aa77-a6e0-4696-8aba-90b3f899e574","block_type":"box","text":"Under MSCI’s free float-adjustment methodology, a constituent’s inclusion factor is equal to its estimated free float, rounded","page_number":57,"box":{"x":60,"y":825,"width":872,"height":12}},{"id":"2223d249-dbda-4efe-9028-d5ed9650e5bc","block_type":"box","text":"up to the closest 5% for constituents with free float equal to or exceeding 15%. For example, a constituent security with a","page_number":57,"box":{"x":60,"y":840,"width":851,"height":12}},{"id":"8f332736-7471-4281-84ba-34b8e9cc88e2","block_type":"box","text":"free float of 23.2% will be included in the index at 25% of its market capitalization. For securities with a free float of less than","page_number":57,"box":{"x":59,"y":855,"width":872,"height":13}},{"id":"81d0092f-cd94-4254-94df-84245aa3f085","block_type":"box","text":"15%, the estimated free float is adjusted to the nearest 1%.","page_number":57,"box":{"x":61,"y":870,"width":412,"height":13}},{"id":"45c29a13-83d8-4b54-968e-84167ebcba49","block_type":"box","text":"46","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d308c9fe-0714-454f-a1d7-6bf8ff02df97","block_type":"box","text":"Price and Exchange Rates","page_number":58,"box":{"x":60,"y":67,"width":184,"height":12}},{"id":"8fb9275d-6427-4b9d-ad8f-5196bee9f938","block_type":"box","text":"Prices","page_number":58,"box":{"x":60,"y":94,"width":42,"height":9}},{"id":"8d49624d-132c-43e4-bcbe-9a44b8f115c8","block_type":"box","text":". The prices used to calculate all MSCI indexes are the official exchange closing prices or those figures accepted as","page_number":58,"box":{"x":103,"y":93,"width":798,"height":12}},{"id":"b0964990-8fe5-4b1f-a1d7-c6f846d5678d","block_type":"box","text":"such. MSCI reserves the right to use an alternative pricing source on any given day.","page_number":58,"box":{"x":59,"y":108,"width":579,"height":13}},{"id":"af86925f-478a-4ac4-be81-a09c373404a4","block_type":"box","text":"Exchange Rates.","page_number":58,"box":{"x":60,"y":135,"width":116,"height":12}},{"id":"faf3f1a1-c8f2-49c8-8a30-ba12ef0fed00","block_type":"box","text":"MSCI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time. In case World","page_number":58,"box":{"x":182,"y":135,"width":730,"height":12}},{"id":"727ce5fe-b957-4843-9d18-580d8f871ad5","block_type":"box","text":"Markets/Reuters does not provide rates for specific markets on given days (for example, Christmas Day and New Year’s Day),","page_number":58,"box":{"x":59,"y":150,"width":876,"height":12}},{"id":"63fd29d1-f05e-481f-a315-70fe523c5739","block_type":"box","text":"the previous business day’s rates are normally used. MSCI independently monitors the exchange rates on all its indexes.","page_number":58,"box":{"x":59,"y":165,"width":838,"height":12}},{"id":"6d268516-8c8e-4197-a581-2d52fc3d8358","block_type":"box","text":"MSCI may under exceptional circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters","page_number":58,"box":{"x":59,"y":180,"width":865,"height":12}},{"id":"28693dda-dcff-4f0d-9a11-1dbef526f4d3","block_type":"box","text":"rates are not available, or if MSCI determines that the World Markets/Reuters rates are not reflective of market circumstances","page_number":58,"box":{"x":60,"y":195,"width":877,"height":11}},{"id":"3949aecb-768c-4e1d-aa0d-cc00e1612388","block_type":"box","text":"for a given currency on a particular day. In such circumstances, an announcement would be sent to clients with the related","page_number":58,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"baf766d3-3916-4548-993c-7bbc5bd15681","block_type":"box","text":"information. If appropriate, MSCI may conduct a consultation with the investment community to gather feedback on the","page_number":58,"box":{"x":60,"y":225,"width":844,"height":13}},{"id":"d748d6ca-b937-4533-85a1-f2985dad42a4","block_type":"box","text":"most relevant exchange rate.","page_number":58,"box":{"x":60,"y":240,"width":201,"height":13}},{"id":"c5ad1a2e-b84e-4407-9556-6094421bb3ee","block_type":"box","text":"Changes to the Indexes.","page_number":58,"box":{"x":59,"y":267,"width":173,"height":12}},{"id":"ee5ef362-2db2-4791-a3fc-24914a88fb6c","block_type":"box","text":"The MSCI GIMI are maintained with the objective of reflecting, on a timely basis, the evolution of","page_number":58,"box":{"x":237,"y":267,"width":677,"height":12}},{"id":"26e804aa-f782-4201-b5e2-5f55fb8c9842","block_type":"box","text":"the underlying equity markets. In maintaining the MSCI indexes, emphasis is also placed on continuity, replicability and","page_number":58,"box":{"x":59,"y":282,"width":833,"height":12}},{"id":"bf7431b0-15ab-4f04-893d-601269b3315b","block_type":"box","text":"minimizing turnover in the indexes. Maintaining the MSCI indexes involves many aspects, including: (i) additions to, and","page_number":58,"box":{"x":60,"y":297,"width":838,"height":13}},{"id":"abbf617a-9c8f-4916-90db-11efc36e75c1","block_type":"box","text":"deletions from, the indexes; (ii) changes in number of shares; and (iii) changes in inclusion factors as a result of updated free","page_number":58,"box":{"x":59,"y":312,"width":873,"height":13}},{"id":"1bc5bfe4-e31f-4849-81b1-9d44cd395ee7","block_type":"box","text":"float estimates.","page_number":58,"box":{"x":59,"y":327,"width":106,"height":10}},{"id":"a4e0e604-8858-4009-9f09-a4a787da130c","block_type":"box","text":"Index maintenance can be described by three broad categories of changes:","page_number":58,"box":{"x":60,"y":354,"width":523,"height":12}},{"id":"6307d7d5-9a4c-4697-9577-2e0a62e39348","block_type":"box","text":"• Semi-Annual Index Reviews (“SAIRs”), conducted on a fixed semi-annual timetable that systematically reassess the","page_number":58,"box":{"x":92,"y":374,"width":841,"height":12}},{"id":"b3d55f48-5d02-4100-b49c-1ae10ba97699","block_type":"box","text":"various dimensions of the equity universe for all markets;","page_number":58,"box":{"x":124,"y":389,"width":399,"height":12}},{"id":"8748c3b4-7d0a-47cf-9c0c-071cf74dcfd6","block_type":"box","text":"• Quarterly Index Reviews (“QIRs”), aimed at promptly reflecting other significant market events; and","page_number":58,"box":{"x":92,"y":409,"width":728,"height":13}},{"id":"46535a09-e6d8-43c8-85ac-9506a0d5d7d0","block_type":"box","text":"• Ongoing event-related changes, such as mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other","page_number":58,"box":{"x":92,"y":429,"width":825,"height":13}},{"id":"766facdf-183f-4726-9d0f-fa056a0a0b59","block_type":"box","text":"similar corporate events, which generally are implemented in the indexes as they occur.","page_number":58,"box":{"x":124,"y":445,"width":611,"height":12}},{"id":"aed1ea3e-5b9c-4381-b059-5e35de4ff572","block_type":"box","text":"Potential changes in the status of countries (stand-alone, frontier, emerging and developed) follow their own implementation","page_number":58,"box":{"x":60,"y":471,"width":876,"height":12}},{"id":"d29c3fd1-4426-4122-9bd2-421eec59dbd7","block_type":"box","text":"time tables. 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MSCI also conducts QIRs","page_number":58,"box":{"x":60,"y":543,"width":876,"height":12}},{"id":"36988c98-03f1-4764-9c2b-8fc6766a7efe","block_type":"box","text":"generally as of the close of the last business day of February and August. During the QIRs, MSCI reflects changes in the index","page_number":58,"box":{"x":59,"y":558,"width":876,"height":12}},{"id":"dbd43f8f-e6df-4226-ad65-840c18546429","block_type":"box","text":"that were not captured at the time of their actual occurrence, but are significant enough to be included before the next SAIR.","page_number":58,"box":{"x":59,"y":573,"width":873,"height":12}},{"id":"87f55ef9-e357-4220-ab29-0b8d8788a49f","block_type":"box","text":"The results of the SAIR and QIR are generally announced at least ten business days in advance of implementation.","page_number":58,"box":{"x":59,"y":588,"width":797,"height":13}},{"id":"ad230438-6f79-4991-b474-7a38988037a2","block_type":"box","text":"Creation of Sector and Industry Indexes using the Global Industry Classification Standard (GICS","page_number":58,"box":{"x":59,"y":615,"width":690,"height":12}},{"id":"aad93bcd-c385-41f2-bd47-d39bca2248e3","block_type":"box","text":"®","page_number":58,"box":{"x":750,"y":613,"width":9,"height":6}},{"id":"50900e9e-fab8-4646-b5f3-c60fee02e1e7","block_type":"box","text":")","page_number":58,"box":{"x":760,"y":615,"width":5,"height":12}},{"id":"3b1879dd-ace8-45cd-bebb-d5f19fe0be54","block_type":"box","text":"All securities in the Global Investable Equity Universe are assigned to the industry that best describes their business activities","page_number":58,"box":{"x":59,"y":641,"width":871,"height":12}},{"id":"10e814a5-f219-4d35-9aa9-2a07af2dda1d","block_type":"box","text":"using the GICS. The GICS classification consists of sectors, industry groups, industries and sub-industries. Each company is","page_number":58,"box":{"x":60,"y":656,"width":861,"height":13}},{"id":"eefd0fe8-81c3-4933-92aa-c8bb8efa575d","block_type":"box","text":"assigned to one unique sub-industry according to its principal business activity (generally defined as the business activity","page_number":58,"box":{"x":59,"y":671,"width":851,"height":13}},{"id":"e79fc92a-6171-46f0-a5dc-e8557512b817","block_type":"box","text":"that generates 60% or more of the company’s revenues). Narrower indexes may be derived based on industry classification","page_number":58,"box":{"x":59,"y":686,"width":862,"height":13}},{"id":"de9f09a0-6b24-44ab-923c-fd05c2bfef41","block_type":"box","text":"and may contain securities belonging to specific sectors, industry groups, industries, sub-industries or a combination thereof.","page_number":58,"box":{"x":59,"y":702,"width":879,"height":12}},{"id":"c3805869-c1d3-4fd0-9072-000a2c142c09","block_type":"box","text":"MSCI USA Quality GARP Select Index","page_number":58,"box":{"x":59,"y":728,"width":267,"height":12}},{"id":"38d6113c-364b-4174-bfa1-16c0502fbf01","block_type":"box","text":"Number of Components: approximately 148","page_number":58,"box":{"x":60,"y":754,"width":316,"height":13}},{"id":"cae13bf5-353f-4c07-9d8e-f2dee4f785f6","block_type":"box","text":"Index Description:","page_number":58,"box":{"x":60,"y":781,"width":130,"height":12}},{"id":"0ef1b2de-0056-42ab-b732-26e12ec043f2","block_type":"box","text":"The MSCI USA Quality GARP Select Index is a subset of the MSCI USA Index (the “Parent Index”), which","page_number":58,"box":{"x":195,"y":781,"width":728,"height":12}},{"id":"3b8b1d65-09d4-4873-aedd-1b4cd824284f","block_type":"box","text":"is designed to measure the performance of the large- and mid-capitalization segments of the U.S. equity market, as defined","page_number":58,"box":{"x":60,"y":796,"width":863,"height":12}},{"id":"174b262b-aad9-4668-8326-2bcf14cd5e98","block_type":"box","text":"by the Index Provider. The Underlying Index’s “growth at a reasonable price” or “GARP” strategy seeks to measure the","page_number":58,"box":{"x":60,"y":811,"width":823,"height":13}},{"id":"d474d394-7752-40dd-bc36-5507252508fb","block_type":"box","text":"performance of securities in the Parent Index that exhibit stronger growth characteristics, with weighting based on relatively","page_number":58,"box":{"x":59,"y":826,"width":870,"height":13}},{"id":"cd3f19df-4db8-4cbf-ad14-98a460c6a2aa","block_type":"box","text":"favorable value and quality characteristics.","page_number":58,"box":{"x":59,"y":841,"width":296,"height":13}},{"id":"6ff2f9b1-ba2c-4582-adb2-9aaa29f4378d","block_type":"box","text":"Index Methodology.","page_number":58,"box":{"x":60,"y":868,"width":143,"height":12}},{"id":"51cf562c-25eb-4c19-bbbc-2062124a33af","block_type":"box","text":"The Index Provider begins by calculating a “growth score” for each security in the Parent Index using","page_number":58,"box":{"x":208,"y":868,"width":703,"height":12}},{"id":"5bb944fa-9e32-43c9-8639-9bc507661eda","block_type":"box","text":"five metrics: long-term forward earnings per share (“EPS”) growth rate; short-term forward EPS growth rate; current internal","page_number":58,"box":{"x":59,"y":883,"width":870,"height":12}},{"id":"a8289f95-852a-4cd2-8508-57f3888da50e","block_type":"box","text":"47","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d3d6fa46-c20e-4639-8ef3-604cbd394774","block_type":"box","text":"growth rate (based on return on equity and dividend payout metrics); long-term historical EPS growth trend; and long-term","page_number":59,"box":{"x":59,"y":67,"width":865,"height":12}},{"id":"f383b414-30c7-4db5-9ef2-f8b27383c30d","block_type":"box","text":"historical sales per share growth trend. The values of the metrics are standardized to reduce the effect of outliers on the","page_number":59,"box":{"x":60,"y":82,"width":835,"height":12}},{"id":"f55c42d9-2dba-4ddf-a22e-16a242df81de","block_type":"box","text":"calculation of the growth scores. The Index Provider then selects securities with higher growth scores until approximately","page_number":59,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"660e77af-9f0f-4f2b-b428-008627c2ac15","block_type":"box","text":"50% of the aggregate market capitalization of the Parent Index is reached, subject to certain constraints.","page_number":59,"box":{"x":59,"y":112,"width":731,"height":12}},{"id":"08086055-d3b1-4f69-9d0c-e55083e9aeaf","block_type":"box","text":"The process for weighting the selected securities in the Underlying Index involves calculating a “tilt score” for each security.","page_number":59,"box":{"x":59,"y":138,"width":863,"height":13}},{"id":"40f5c11e-13ff-4829-aa93-df69c3cc4e03","block_type":"box","text":"Two components of the tilt score are value and quality scores, which are calculated for each security relative to its peers","page_number":59,"box":{"x":59,"y":154,"width":839,"height":12}},{"id":"332a4e28-a6cb-442b-a1a6-7ec82ef25bf3","block_type":"box","text":"within the corresponding GICS sector. The value score is based on three metrics: price-to-book value, forward price-to","page_number":59,"box":{"x":59,"y":169,"width":833,"height":12}},{"id":"4bd78d90-7e7f-47fe-9c2b-e4471aa5fa6f","block_type":"box","text":"earnings ratio, and the ratio of enterprise value to cash flow from operations. The quality score is based on three metrics:","page_number":59,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"5b261113-500c-4d9a-9d75-97301301deea","block_type":"box","text":"return on equity, debt-to-equity ratio, and earnings variability. The values of the metrics are standardized to reduce the effect","page_number":59,"box":{"x":60,"y":199,"width":870,"height":12}},{"id":"3d1eff7c-fbcf-4ee2-8fc4-bbd0f2f9532a","block_type":"box","text":"of outliers on the calculation of the value and quality scores.","page_number":59,"box":{"x":59,"y":214,"width":421,"height":12}},{"id":"e2394ed5-d598-40de-b087-2746bbba514b","block_type":"box","text":"A security’s tilt score is based on the following:","page_number":59,"box":{"x":59,"y":240,"width":327,"height":13}},{"id":"caade9ca-df8e-4c77-b9cc-c4db4c4d04cf","block_type":"box","text":"• whether the security is in the top 50% or bottom 50% of the cumulative weight of the selected securities calculated","page_number":59,"box":{"x":92,"y":261,"width":844,"height":12}},{"id":"d61c391c-db90-4c5f-9395-fc51a8693afe","block_type":"box","text":"using free float-adjusted market capitalization;","page_number":59,"box":{"x":125,"y":276,"width":324,"height":12}},{"id":"1fdb835e-60b2-4944-99c4-a43ba0d41b71","block_type":"box","text":"• whether the security’s value score is in the top 50% or bottom 50% of the scores of the selected securities; and","page_number":59,"box":{"x":92,"y":296,"width":812,"height":12}},{"id":"a75bf5ef-5e70-4c1c-bad6-fa1032d4fde5","block_type":"box","text":"• the particular quartile in which the security’s quality score falls.","page_number":59,"box":{"x":92,"y":316,"width":473,"height":12}},{"id":"6dcab173-f634-413b-96e9-080b2bfd7546","block_type":"box","text":"Tilt scores are generally lower for securities with larger market capitalizations and higher for securities with more favorable","page_number":59,"box":{"x":59,"y":343,"width":857,"height":12}},{"id":"92f4a8fb-17cf-4ffd-bb4e-c944591055f8","block_type":"box","text":"value and quality scores. To determine a security’s weight in the Underlying Index, its tilt score is multiplied by the security’s","page_number":59,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"aa418232-1327-4ab2-9ca6-72284891df5f","block_type":"box","text":"market capitalization weight in the Parent Index. The maximum weight of any individual issuer is 5%. The sector weights","page_number":59,"box":{"x":60,"y":373,"width":844,"height":12}},{"id":"82d36d4e-e673-4584-8748-dd82f023907a","block_type":"box","text":"after the tilt score is applied will not deviate more than +/- 5% from the sector weights of the Underlying Index before the tilt","page_number":59,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"a9e99ac5-f12b-4ba4-9732-db963a15a201","block_type":"box","text":"score is applied (","page_number":59,"box":{"x":59,"y":403,"width":117,"height":12}},{"id":"de89b322-5bcc-411c-8fc8-2a7d6cd4cfaf","block_type":"box","text":"i.e","page_number":59,"box":{"x":177,"y":404,"width":15,"height":9}},{"id":"08afae99-85b1-4c5e-9908-d68d34fd23a0","block_type":"box","text":"., with sector weights based on the free float-adjusted market capitalization of the selected securities) at","page_number":59,"box":{"x":193,"y":403,"width":729,"height":12}},{"id":"013c2e70-f3d8-4a8a-971f-722d6db4548a","block_type":"box","text":"the time of rebalancing. The Index Provider also applies constraints to reduce turnover. The Underlying Index is rebalanced","page_number":59,"box":{"x":59,"y":418,"width":857,"height":12}},{"id":"54f211da-20e3-4411-81e7-112a0f4b08d9","block_type":"box","text":"on a quarterly basis.","page_number":59,"box":{"x":59,"y":433,"width":140,"height":13}},{"id":"de096302-cae2-43e7-b389-78b4a6b30b88","block_type":"box","text":"The Nasdaq Indexes","page_number":59,"box":{"x":59,"y":464,"width":339,"height":30}},{"id":"b1361854-f36c-4633-8624-b93b97985279","block_type":"box","text":"The Nasdaq Indexes provide coverage and non-overlapping segmentation of the Nasdaq-100 Index.","page_number":59,"box":{"x":59,"y":505,"width":697,"height":12}},{"id":"7fe877a8-fd17-4047-818c-eaca410af545","block_type":"box","text":"The Nasdaq-100 Index consists of securities of 100 of the largest domestic and international non-financial companies listed","page_number":59,"box":{"x":59,"y":531,"width":865,"height":13}},{"id":"f0ead978-b580-410f-b113-a4f36ba771d6","block_type":"box","text":"on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market) based on a company’s full market","page_number":59,"box":{"x":59,"y":547,"width":788,"height":12}},{"id":"e6979d79-865f-4d33-a5d9-ae9dd6c7b4f0","block_type":"box","text":"capitalization, which accounts for both its listed and unlisted shares. Security types generally eligible for inclusion in the index","page_number":59,"box":{"x":59,"y":562,"width":879,"height":12}},{"id":"798dbbab-4fad-4939-a0df-241274656a56","block_type":"box","text":"are common stocks and tracking stocks as well as American Depositary Receipts (“ADRs”) including New York Registry","page_number":59,"box":{"x":59,"y":577,"width":834,"height":12}},{"id":"86888121-45b0-45ee-8174-44b33b392e47","block_type":"box","text":"Shares that represent securities of non-U.S. issuers. Companies organized as real estate investment trusts (“REITs”) are not","page_number":59,"box":{"x":59,"y":592,"width":859,"height":12}},{"id":"7f5a732d-3a73-42a1-9343-4607a8bbde01","block_type":"box","text":"eligible for inclusion in the index. The index reflects companies from all major sectors, except for companies that are","page_number":59,"box":{"x":59,"y":607,"width":814,"height":12}},{"id":"4ed3eda4-119d-4962-9687-b69d4f74a64a","block_type":"box","text":"classified as in the “financial industry” according to the Industry Classification Benchmark (“ICB”).","page_number":59,"box":{"x":59,"y":622,"width":686,"height":13}},{"id":"5a5baaa2-db94-433c-bd97-7f9b34affa64","block_type":"box","text":"To be eligible for inclusion, a security must meet additional criteria, including:","page_number":59,"box":{"x":59,"y":649,"width":541,"height":12}},{"id":"7a08bdf1-8ff6-43ad-b7f3-ac573252bdfd","block_type":"box","text":"• a company’s primary U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global","page_number":59,"box":{"x":92,"y":669,"width":803,"height":12}},{"id":"cbe875ac-b558-4cb9-8703-69439305ca4e","block_type":"box","text":"Market;","page_number":59,"box":{"x":125,"y":684,"width":52,"height":11}},{"id":"58c4ba35-87b7-4c86-9d41-6d601e51ad41","block_type":"box","text":"• a security must have a three-month average daily traded value of at least $5 million (USD);","page_number":59,"box":{"x":92,"y":704,"width":666,"height":12}},{"id":"f364506f-7ed1-493b-89b2-90f7f853821f","block_type":"box","text":"• the security may not be issued by an issuer currently in bankruptcy proceedings, or equivalent protection from","page_number":59,"box":{"x":92,"y":724,"width":805,"height":13}},{"id":"138c82fe-1bbd-4458-9ec7-9fa02c66585b","block_type":"box","text":"creditors;","page_number":59,"box":{"x":124,"y":739,"width":65,"height":12}},{"id":"84389955-ec59-4304-b0d4-961356d7b215","block_type":"box","text":"• the issuer of the security generally may not have entered into a definitive agreement or other arrangement that","page_number":59,"box":{"x":92,"y":760,"width":809,"height":12}},{"id":"36910bcb-1428-4265-933e-b51358db3ed8","block_type":"box","text":"would make it ineligible for inclusion in the index and where the transaction is imminent as determined by the Index","page_number":59,"box":{"x":124,"y":775,"width":813,"height":12}},{"id":"ddd289e2-99f5-4c32-b8cc-ec105ce0a199","block_type":"box","text":"Provider;","page_number":59,"box":{"x":125,"y":790,"width":60,"height":11}},{"id":"6e27a20c-0c8d-44ad-b6fc-4427fa7f1727","block_type":"box","text":"• if an issuer has listed multiple security classes, all security classes are eligible, subject to meeting all other eligibility","page_number":59,"box":{"x":92,"y":810,"width":836,"height":12}},{"id":"b7ec7fb6-343b-4d10-a465-9726e3e5a20a","block_type":"box","text":"criteria; and","page_number":59,"box":{"x":124,"y":825,"width":82,"height":11}},{"id":"a1708669-9689-41e3-85c9-bc1825a307b2","block_type":"box","text":"• the security must have traded for at least three full calendar months, not including the month of initial listing. For","page_number":59,"box":{"x":92,"y":845,"width":824,"height":13}},{"id":"78985b0d-b3ff-4d83-85dd-bd84b50a1a0d","block_type":"box","text":"seasoning purposes, eligible exchanges include Nasdaq (Nasdaq Global Select Market, Nasdaq Global Market, or","page_number":59,"box":{"x":124,"y":860,"width":787,"height":13}},{"id":"fe87d166-cd34-493e-8d62-c82e8ead838f","block_type":"box","text":"48","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a9e532aa-29ca-4cc6-aaf2-0c75f394b227","block_type":"box","text":"Nasdaq Capital Market), NYSE, NYSE American and Cboe BZX, and is determined as of the constituent selection","page_number":60,"box":{"x":125,"y":67,"width":781,"height":12}},{"id":"6e548573-0800-4909-92d0-7c0a83b73063","block_type":"box","text":"reference date, including that month.","page_number":60,"box":{"x":125,"y":82,"width":259,"height":12}},{"id":"f1e5806d-a369-4203-89a1-19f71c542532","block_type":"box","text":"The securities in the index are weighted based on a modified market capitalization determination. The Index Provider","page_number":60,"box":{"x":59,"y":108,"width":819,"height":13}},{"id":"d1b2f16a-ac5c-4833-882d-bdba49a9b1e0","block_type":"box","text":"determines a security’s capitalization by multiplying its market price by the lesser of (a) the reported total shares outstanding","page_number":60,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"98435e58-1f71-4c3f-8cbf-c1b08a4fdca0","block_type":"box","text":"and (b) three times the number of free-floating shares. As a result, a security’s weight is limited to the lesser of its eligible","page_number":60,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"2fe2a092-9741-45c4-8d3b-3546a98f19d4","block_type":"box","text":"listed market value or three times its eligible float market value.","page_number":60,"box":{"x":60,"y":154,"width":440,"height":12}},{"id":"7ef46b27-2396-4153-8155-658422cd606b","block_type":"box","text":"The index is reconstituted on an annual basis in December and rebalanced quarterly in March, June, and September. At the","page_number":60,"box":{"x":59,"y":180,"width":859,"height":12}},{"id":"c9aeb16a-68a9-4ac1-a432-b86a6c4ee4f2","block_type":"box","text":"annual reconstitution, if the weight of any company exceeds 24%, company weights are adjusted so that no company’s","page_number":60,"box":{"x":59,"y":195,"width":836,"height":12}},{"id":"ca1d4e61-c7d5-4db4-91d8-8eb433e67b8a","block_type":"box","text":"weight exceeds 20%. After such adjustment, if any security’s weight exceeds 15%, security weights are adjusted so that no","page_number":60,"box":{"x":59,"y":210,"width":862,"height":13}},{"id":"2d49b07c-7fa5-41dd-9d34-8ed4a9172eb2","block_type":"box","text":"security’s weight exceeds 14%. The company-level capping is also applied at each quarterly rebalance.","page_number":60,"box":{"x":59,"y":225,"width":717,"height":13}},{"id":"d2b05888-2041-4d3b-aa3e-1aecdb8e1b09","block_type":"box","text":"Fast Entry.","page_number":60,"box":{"x":60,"y":252,"width":72,"height":12}},{"id":"4b18bda3-e83f-4708-8e3e-68af9275e921","block_type":"box","text":"A security that is not already an index constituent may be added to the Nasdaq-100 on an accelerated basis if its","page_number":60,"box":{"x":137,"y":252,"width":786,"height":12}},{"id":"934de125-00f5-4ee2-bde2-46b2151ab5f0","block_type":"box","text":"full market capitalization (which includes listed and unlisted shares) ranks within the top 40 current index constituents. The","page_number":60,"box":{"x":59,"y":267,"width":866,"height":12}},{"id":"e8a6ed03-623f-4fa4-a7c2-4ad8657e1b01","block_type":"box","text":"inclusion of such a security will not require the removal of another security and may temporarily increase the constituent","page_number":60,"box":{"x":60,"y":282,"width":846,"height":12}},{"id":"dade2b72-5d8b-4a00-bdf6-41982afe9f0f","block_type":"box","text":"count to more than 100. A company that has undergone an initial public offering (“IPO”) or switched listings to an eligible","page_number":60,"box":{"x":59,"y":297,"width":854,"height":13}},{"id":"a6f2559d-67ef-40cc-b4e0-79f18dc85cfb","block_type":"box","text":"exchange is ranked and evaluated as of the end of its seventh trading date so long as it satisfies all applicable eligibility","page_number":60,"box":{"x":59,"y":312,"width":829,"height":13}},{"id":"a500454c-e5c3-4634-ac5a-079375048103","block_type":"box","text":"requirements (except that an IPO security must have an average daily traded value of at least $5 million from its first trading","page_number":60,"box":{"x":60,"y":327,"width":866,"height":13}},{"id":"9f3036e9-2557-471b-b790-ceda7d5d0432","block_type":"box","text":"day, rather than the three-month measurement period). Typically, the security is added to the Nasdaq-100 after 15 trading","page_number":60,"box":{"x":59,"y":343,"width":853,"height":12}},{"id":"8c5559ef-ff87-4029-9408-5574acad4b94","block_type":"box","text":"days; however, if the seventh trading date falls on or before a reconstitution or rebalance date, the security is included in the","page_number":60,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"2026c7a2-d89d-438a-8008-2f535dff638e","block_type":"box","text":"index as part of the reconstitution or rebalance.","page_number":60,"box":{"x":60,"y":373,"width":330,"height":12}},{"id":"3eac741b-bd07-4e56-8e46-c10cf5eddd76","block_type":"box","text":"Nasdaq-100 ex Top 30 Index","page_number":60,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"e2cf50de-b42c-4455-a820-92b813e4668d","block_type":"box","text":"Number of Components: approximately 70","page_number":60,"box":{"x":60,"y":426,"width":307,"height":12}},{"id":"d3857d6a-cc65-4570-8e47-e07fe0161a1e","block_type":"box","text":"Index Description.","page_number":60,"box":{"x":60,"y":452,"width":130,"height":12}},{"id":"4cf29871-6d15-4a56-aa4d-02eb38d075a0","block_type":"box","text":"The Nasdaq-100 ex Top 30 Index consists of approximately 70 large-cap domestic and international non","page_number":60,"box":{"x":195,"y":452,"width":737,"height":12}},{"id":"6f191889-b60e-4537-8c4b-13262fa4da22","block_type":"box","text":"financial companies listed on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market). The Index is a","page_number":60,"box":{"x":59,"y":467,"width":838,"height":13}},{"id":"1d76d809-6175-41ce-8d5c-119d41ea7973","block_type":"box","text":"subset of the Nasdaq-100 Index and represents the securities ranked 31","page_number":60,"box":{"x":59,"y":482,"width":498,"height":13}},{"id":"692a7487-afc8-437e-87cc-a3aa19883664","block_type":"box","text":"st","page_number":60,"box":{"x":560,"y":481,"width":9,"height":6}},{"id":"ed9ce4c5-a9f7-4829-89af-082a25797e0e","block_type":"box","text":"through 100","page_number":60,"box":{"x":574,"y":482,"width":86,"height":13}},{"id":"695056bb-9d2e-41e1-a327-7d4b6e34c61c","block_type":"box","text":"th","page_number":60,"box":{"x":661,"y":480,"width":10,"height":7}},{"id":"9f095361-9196-4268-a4ec-cf16f8933aec","block_type":"box","text":"when ranked by market capitalization","page_number":60,"box":{"x":676,"y":482,"width":261,"height":13}},{"id":"93d45753-cf47-4a77-81ec-4518a2842707","block_type":"box","text":"as determined by Nasdaq, Inc. (the “Index Provider or “Nasdaq”). Index constituents are capped market capitalization","page_number":60,"box":{"x":59,"y":497,"width":821,"height":13}},{"id":"3146af2f-7202-4a59-8d10-08750ac59362","block_type":"box","text":"weighted. The index is reconstituted and rebalanced quarterly in March, June, September, and December. For capping","page_number":60,"box":{"x":59,"y":513,"width":822,"height":12}},{"id":"b8352fb5-c1f1-41bb-adca-aefd35c0e649","block_type":"box","text":"purposes, at each quarterly rebalance, the weight of any single issuer will not exceed 22.5% of the index; and the aggregate","page_number":60,"box":{"x":59,"y":528,"width":865,"height":12}},{"id":"fd65a7b6-8498-47b9-b72c-9a41e077e234","block_type":"box","text":"weight of issuers with individual weights exceeding 4.5% will not exceed 48% of the index. Between rebalances, constituent","page_number":60,"box":{"x":59,"y":543,"width":870,"height":12}},{"id":"6955809a-640b-4c3b-8d0e-1daf8a3b72e7","block_type":"box","text":"weights may exceed these constraints due to fluctuations in market value, corporate actions, or other events that change the","page_number":60,"box":{"x":59,"y":558,"width":876,"height":12}},{"id":"28f8297b-f3dc-4ab7-ab83-7943479dd339","block_type":"box","text":"index composition. The Fast Entry eligibility mechanism is not applicable to the Index.","page_number":60,"box":{"x":60,"y":573,"width":599,"height":12}},{"id":"7705822b-e607-46f6-9741-e66d9bb1ea2d","block_type":"box","text":"Nasdaq-100 Top 30 Index","page_number":60,"box":{"x":60,"y":600,"width":184,"height":12}},{"id":"0afcc8e5-2cda-46aa-b488-2479c7688bb0","block_type":"box","text":"Number of Components: approximately 31","page_number":60,"box":{"x":60,"y":626,"width":304,"height":12}},{"id":"2fc50a90-5c50-4a71-8f6d-060f71b478b6","block_type":"box","text":"Index Description.","page_number":60,"box":{"x":60,"y":652,"width":130,"height":13}},{"id":"c480e492-2ed3-4f17-bc1b-16a32b84cc6c","block_type":"box","text":"The Nasdaq-100 Top 30 Index consists of securities of the 30 largest domestic and international non","page_number":60,"box":{"x":195,"y":652,"width":709,"height":13}},{"id":"35d75145-4ca4-4527-b5fa-bfd05cf115e0","block_type":"box","text":"financial companies listed on Nasdaq (on the Nasdaq Global Select Market or the Nasdaq Global Market) based on market","page_number":60,"box":{"x":59,"y":668,"width":855,"height":12}},{"id":"f21513ad-1383-4150-8f21-68a760a2bd5c","block_type":"box","text":"capitalization. The Index is a subset of the Nasdaq-100 Index and represents securities of the 30 largest companies ranked by","page_number":60,"box":{"x":59,"y":683,"width":874,"height":12}},{"id":"48a0c3f3-3276-4543-929b-a97902bfa067","block_type":"box","text":"market capitalization, as determined by Nasdaq. Index constituents are capped market capitalization weighted. The index is","page_number":60,"box":{"x":60,"y":698,"width":863,"height":12}},{"id":"ddc0424e-768c-487c-bd00-8044936116dd","block_type":"box","text":"reconstituted and rebalanced quarterly in March, June, September, and December. For capping purposes, at each quarterly","page_number":60,"box":{"x":60,"y":713,"width":856,"height":12}},{"id":"2a49c76c-2adb-47e7-ab69-c6a7eb7c9dec","block_type":"box","text":"rebalance, the weight of any single issuer will not exceed 22.5% of the index; and the aggregate weight of issuers with","page_number":60,"box":{"x":60,"y":728,"width":826,"height":12}},{"id":"e15c1a98-2813-45a4-bf22-0d72943e9d82","block_type":"box","text":"individual weights exceeding 4.5% will not exceed 48% of the index. The Fast Entry eligibility mechanism is not applicable to","page_number":60,"box":{"x":60,"y":743,"width":872,"height":12}},{"id":"88411869-3661-44ef-b033-a7e110aac2be","block_type":"box","text":"the Index.","page_number":60,"box":{"x":59,"y":758,"width":68,"height":10}},{"id":"636d0768-3edb-498e-87cf-6f2eb1bda5a3","block_type":"box","text":"The Russell Indexes","page_number":60,"box":{"x":59,"y":789,"width":329,"height":23}},{"id":"1e625271-667a-4a2d-b01c-42996be1e6bd","block_type":"box","text":"Component Selection Criteria.","page_number":60,"box":{"x":59,"y":830,"width":217,"height":12}},{"id":"def73b52-ab07-4114-88a9-f020c7dcae22","block_type":"box","text":"The securities in the Russell indexes (sometimes referred to as the “components”) are","page_number":60,"box":{"x":281,"y":830,"width":600,"height":12}},{"id":"c634caf3-b5c3-4dad-9b65-d4369d3e4b78","block_type":"box","text":"reviewed and reconstituted annually, typically after the close on the last Friday in June to reflect changes in the marketplace.","page_number":60,"box":{"x":60,"y":845,"width":866,"height":13}},{"id":"8d8ba773-9862-4c30-b32d-768b8e7d78ce","block_type":"box","text":"The Russell Top 200","page_number":60,"box":{"x":59,"y":860,"width":140,"height":13}},{"id":"a5159fac-909e-45c0-8ace-6803189dc5b4","block_type":"box","text":"®","page_number":60,"box":{"x":200,"y":859,"width":10,"height":6}},{"id":"11c22a2d-5526-4bcc-8a6a-c73163921215","block_type":"box","text":"Index, Russell 2000","page_number":60,"box":{"x":215,"y":860,"width":134,"height":12}},{"id":"e5c29c18-7a79-4378-9a88-8f90d0da45be","block_type":"box","text":"®","page_number":60,"box":{"x":350,"y":859,"width":9,"height":6}},{"id":"c913fd21-fabf-441f-b137-6fb4b309a804","block_type":"box","text":"Index, Russell 1000","page_number":60,"box":{"x":365,"y":860,"width":133,"height":12}},{"id":"33eb3278-367b-4141-ae1e-0318fbc9173b","block_type":"box","text":"®","page_number":60,"box":{"x":500,"y":859,"width":9,"height":6}},{"id":"7fc9f819-40de-4092-bfa4-8f348115b36a","block_type":"box","text":"Index, Russell 1000 Growth Index, Russell 1000 Value Index","page_number":60,"box":{"x":514,"y":860,"width":416,"height":12}},{"id":"fd14d03c-2bb9-4959-a79d-1afed83eaa6d","block_type":"box","text":"and Russell Texas Equity Index are subsets of the Russell 3000","page_number":60,"box":{"x":59,"y":875,"width":435,"height":13}},{"id":"f61a7bc6-1ae6-4156-846d-c382b5e8ddac","block_type":"box","text":"®","page_number":60,"box":{"x":495,"y":874,"width":9,"height":6}},{"id":"152702f7-2cc7-48cc-a60f-58fdf680c555","block_type":"box","text":"Index.","page_number":60,"box":{"x":510,"y":875,"width":40,"height":10}},{"id":"9cc246fb-884a-4e9a-85dd-bbd53fc811b7","block_type":"box","text":"49","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f078f868-0d11-4773-bb47-ee6668266669","block_type":"box","text":"The Russell 3000","page_number":61,"box":{"x":59,"y":67,"width":119,"height":9}},{"id":"0b79e52b-798d-426b-9e0d-c2ff0e887ed2","block_type":"box","text":"®","page_number":61,"box":{"x":179,"y":65,"width":9,"height":6}},{"id":"62deeac7-137b-42fc-84ae-4fca8284eb89","block_type":"box","text":"Index measures the performance of approximately the largest 3,000 U.S. companies, representing","page_number":61,"box":{"x":194,"y":67,"width":682,"height":12}},{"id":"f325fd69-9221-4be2-93bd-0229c3239e93","block_type":"box","text":"approximately 98% of the investable U.S. equity market. The Russell 3000","page_number":61,"box":{"x":59,"y":82,"width":515,"height":12}},{"id":"262a2d47-39ae-4aa3-afce-c957907c1e1a","block_type":"box","text":"®","page_number":61,"box":{"x":576,"y":80,"width":9,"height":6}},{"id":"fb62500d-aa51-4b9c-83e1-0b5cdd533e7d","block_type":"box","text":"Index is completely reconstituted semi-annually","page_number":61,"box":{"x":591,"y":82,"width":335,"height":12}},{"id":"e0b0c441-0b55-43ad-8149-ec651cb0b9c7","block_type":"box","text":"on the fourth Friday in June and the second Friday in December. Eligible IPOs are added to the index quarterly, except that","page_number":61,"box":{"x":59,"y":97,"width":850,"height":12}},{"id":"f9c6f9eb-da58-404a-8da8-65f033573447","block_type":"box","text":"IPOs that meet certain criteria determined by the Index Provider will be added on an accelerated basis.","page_number":61,"box":{"x":60,"y":112,"width":714,"height":12}},{"id":"afa3131e-81a5-45ac-a734-965f0b642fb5","block_type":"box","text":"The starting universe for the Russell 3000","page_number":61,"box":{"x":59,"y":138,"width":291,"height":13}},{"id":"390fab07-228b-4adf-85e4-09c7fe989a1a","block_type":"box","text":"®","page_number":61,"box":{"x":351,"y":135,"width":6,"height":4}},{"id":"4e227fd7-bc39-4ff5-93a6-6d654870cad0","block_type":"box","text":"Index includes all issuers listed on a U.S. Exchange that are either U.S.","page_number":61,"box":{"x":363,"y":138,"width":484,"height":13}},{"id":"568cee1b-9caf-425d-8b1c-7b7ecbd50ec4","block_type":"box","text":"incorporated or incorporated in certain non-U.S. jurisdictions as Benefit-Driven Incorporations (typically tax benefit","page_number":61,"box":{"x":60,"y":154,"width":805,"height":12}},{"id":"dc8c2a63-3efe-4e16-8965-40d125424461","block_type":"box","text":"incorporations), subject to the following rules and exceptions:","page_number":61,"box":{"x":60,"y":169,"width":432,"height":12}},{"id":"a76f5990-5f76-463b-8f9e-68648782971b","block_type":"box","text":"• stocks must trade at or above $1.00 on the last business day of August to be eligible for inclusion. If a stock in the","page_number":61,"box":{"x":92,"y":189,"width":827,"height":12}},{"id":"a83cf90b-90bf-49b4-b8a6-14bd6799e228","block_type":"box","text":"index has a price lower than $1, it can remain in the index if the average price for the month is greater than $1;","page_number":61,"box":{"x":125,"y":204,"width":771,"height":12}},{"id":"e32501bc-fc99-430e-9968-5af5f8a653f2","block_type":"box","text":"• for ranking and membership determination, all common share classes for a single company are combined to","page_number":61,"box":{"x":92,"y":224,"width":793,"height":12}},{"id":"6ce33e5a-1a76-422a-87b9-282593c3ccd8","block_type":"box","text":"determine total market capitalization;","page_number":61,"box":{"x":124,"y":239,"width":262,"height":13}},{"id":"2eaf1493-4187-4cf0-a7a7-32189e1e537a","block_type":"box","text":"• in cases where there are multiple common stock share classes and the share classes act independently of each","page_number":61,"box":{"x":92,"y":259,"width":808,"height":13}},{"id":"bc11cbdb-3968-495e-87da-09589ad212c7","block_type":"box","text":"other, each class is considered for inclusion separately; and","page_number":61,"box":{"x":124,"y":274,"width":412,"height":13}},{"id":"1ebacef2-7816-47c1-b2b1-b92d1e1fce53","block_type":"box","text":"• also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares,","page_number":61,"box":{"x":92,"y":295,"width":793,"height":12}},{"id":"3c37c76d-f4ee-4071-9b3c-14f1450c3ad6","block_type":"box","text":"warrants and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks,","page_number":61,"box":{"x":124,"y":310,"width":805,"height":12}},{"id":"1155342d-8554-409f-b2fb-f0b698b08312","block_type":"box","text":"mutual funds, limited partnerships, and foreign stocks.","page_number":61,"box":{"x":125,"y":325,"width":381,"height":12}},{"id":"30d63b96-3f9c-48c6-b476-d1bf51da2297","block_type":"box","text":"All eligible securities are sorted by decreasing total market capitalization to determine index eligibility.","page_number":61,"box":{"x":59,"y":351,"width":709,"height":13}},{"id":"bf2ee8d4-6d9d-4605-a7a2-1fb0252954a0","block_type":"box","text":"The Russell 1000 Index is constructed to provide a comprehensive and unbiased barometer for the large- and mid","page_number":61,"box":{"x":59,"y":378,"width":803,"height":12}},{"id":"7ea3128a-db87-4ab7-bfd9-4d135159b8d2","block_type":"box","text":"capitalization segments of the investable U.S. equity market. It is a float-adjusted capitalization-weighted index consisting","page_number":61,"box":{"x":59,"y":393,"width":850,"height":12}},{"id":"29253b56-c830-470c-9340-2d16b326bc5d","block_type":"box","text":"approximately 1000 of the largest issuers in the Russell 3000 Index.","page_number":61,"box":{"x":59,"y":408,"width":471,"height":12}},{"id":"e8bdfdc1-eddb-4b79-be14-125fcd7aefc2","block_type":"box","text":"For the Russell 3000","page_number":61,"box":{"x":60,"y":434,"width":140,"height":10}},{"id":"e8a84f92-e9a8-47e8-b186-0ab54902fd29","block_type":"box","text":"®","page_number":61,"box":{"x":201,"y":433,"width":9,"height":6}},{"id":"f412867b-42f2-405b-82e6-e73c47256f42","block_type":"box","text":"Index and the Russell 1000","page_number":61,"box":{"x":216,"y":434,"width":187,"height":10}},{"id":"8967e5a7-3501-41bb-be6d-ee5a923692d8","block_type":"box","text":"®","page_number":61,"box":{"x":405,"y":433,"width":9,"height":6}},{"id":"7f645596-54c7-44f5-8980-ad953c151a23","block_type":"box","text":"Index, the weights of component issuers are adjusted based on available","page_number":61,"box":{"x":419,"y":434,"width":507,"height":13}},{"id":"98b55a35-7790-4181-a05b-cda789bf18a0","block_type":"box","text":"float-weighted capitalization according to the market value of their available outstanding shares. The impact of a component","page_number":61,"box":{"x":59,"y":450,"width":875,"height":12}},{"id":"820820ba-fe40-4217-8106-f8b0da052c0f","block_type":"box","text":"security’s price change is proportional to the issuer’s total market value, which is the share price times the number of shares","page_number":61,"box":{"x":59,"y":465,"width":870,"height":12}},{"id":"a1c9de82-e35c-4ba3-8587-1f2bc0d579b5","block_type":"box","text":"available. Each Russell Index is adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights,","page_number":61,"box":{"x":59,"y":480,"width":871,"height":12}},{"id":"27578aa4-15a3-46ba-ac13-d8f0d7c4d5f6","block_type":"box","text":"substitutions and other capital events.","page_number":61,"box":{"x":59,"y":495,"width":267,"height":12}},{"id":"47b549b6-8ca8-4d5e-a088-262cc6dfdeb6","block_type":"box","text":"Frank Russell Company uses a probability measure to assign stocks to the growth and value style indexes. The probability","page_number":61,"box":{"x":60,"y":521,"width":849,"height":13}},{"id":"18efd0c6-8275-427e-9420-c9ec6437c2ff","block_type":"box","text":"measure is used to indicate the degree of certainty that a stock is value or growth, based on three fundamental indicators:","page_number":61,"box":{"x":60,"y":537,"width":853,"height":12}},{"id":"679bdf5c-7c54-4374-af7c-f4f2b8a2676e","block_type":"box","text":"relative price-to-book (“PB”) ratio, Institutional Brokers’ Estimate System forecast medium-term growth (2 years) and sales","page_number":61,"box":{"x":60,"y":552,"width":860,"height":12}},{"id":"24f3a79c-91e1-4ac8-a517-82ecaa5e48d2","block_type":"box","text":"per share historical growth (5 years). This method allows stocks to be represented as having both growth and value","page_number":61,"box":{"x":59,"y":567,"width":810,"height":12}},{"id":"b61578bf-2d49-490a-92f2-f0882517d685","block_type":"box","text":"characteristics, while preserving the additive nature of the indexes. As a result, a stock may be a component of a Russell","page_number":61,"box":{"x":59,"y":582,"width":838,"height":12}},{"id":"88e89595-cff1-4e39-9173-5d698bd8601b","block_type":"box","text":"growth style index and also a component of the corresponding value style index, although the stock would likely have a","page_number":61,"box":{"x":59,"y":597,"width":837,"height":12}},{"id":"e166393b-555d-4732-ab8b-c27a00910483","block_type":"box","text":"different weight in each index.","page_number":61,"box":{"x":59,"y":612,"width":210,"height":12}},{"id":"458bd639-200a-412c-a369-9a8451d892ee","block_type":"box","text":"Index Eligibility for IPOs.","page_number":61,"box":{"x":60,"y":639,"width":175,"height":12}},{"id":"0d9dda9f-d96a-4828-b9d4-6050a3edcdec","block_type":"box","text":"• An IPO with an investable market capitalization that is greater than the market-adjusted total market capitalization","page_number":61,"box":{"x":92,"y":659,"width":834,"height":12}},{"id":"50f9fbf7-d1ed-40af-80da-3b1669ca6c8e","block_type":"box","text":"breakpoint for the Russell Top 500 (i.e., the 500th largest stock) as of the previous semi-annual reconstitution is","page_number":61,"box":{"x":125,"y":674,"width":783,"height":12}},{"id":"d55fa4fb-61a5-43ca-ae90-2f8c6e1eee39","block_type":"box","text":"eligible for potential fast entry inclusion in an Underlying Index. Breakpoints established at the semi-annual","page_number":61,"box":{"x":124,"y":689,"width":749,"height":12}},{"id":"39aa856e-0f1d-4d37-9f76-ef7d9ffc2b44","block_type":"box","text":"reconstitution are market-adjusted quarterly. The Index Provider determines an IPO’s investable market","page_number":61,"box":{"x":125,"y":704,"width":722,"height":12}},{"id":"00c2bf60-cb58-4f20-a758-c4ddd436b70e","block_type":"box","text":"capitalization using the free float shares available at the time of the IPO and the share price as of the end of the first","page_number":61,"box":{"x":124,"y":719,"width":807,"height":13}},{"id":"73e3e34d-aebc-4582-9e5a-1de29dc9136f","block_type":"box","text":"trading day.","page_number":61,"box":{"x":124,"y":734,"width":81,"height":13}},{"id":"e6dfd960-e875-4a52-bbaf-80f96ba94d1a","block_type":"box","text":"• An IPO must have at least 5% free float and 5% voting rights in the market within 12 months from the date of index","page_number":61,"box":{"x":92,"y":754,"width":844,"height":13}},{"id":"a16752c7-d328-4b69-875a-e34479029390","block_type":"box","text":"inclusion to qualify for fast entry inclusion. An IPO with less than 5% float or 5% voting rights at index inclusion due","page_number":61,"box":{"x":125,"y":770,"width":812,"height":12}},{"id":"379da373-8f41-4f11-942d-1b96b06dfded","block_type":"box","text":"to lock-ups may still qualify if lock-up expirations within 12 months from the date of index inclusion are expected to","page_number":61,"box":{"x":124,"y":785,"width":813,"height":12}},{"id":"72b5e314-b959-4eb1-8794-e577534911d2","block_type":"box","text":"increase float and voting rights to meet the 5% minimum. If the 5% minimums are not met within the 12-month","page_number":61,"box":{"x":125,"y":800,"width":787,"height":12}},{"id":"2ff85e21-4ed6-4ca2-9c5b-9756c64e8e9f","block_type":"box","text":"period, the Index Provider will determine the course of action on a case-by-case basis.","page_number":61,"box":{"x":124,"y":815,"width":602,"height":12}},{"id":"f25d6c43-4179-4493-a4da-e02d2d48a1e3","block_type":"box","text":"• An eligible IPO will be added after the close of the fifth day of trading following the initial listing. However, an IPO","page_number":61,"box":{"x":92,"y":835,"width":821,"height":12}},{"id":"52672a6c-e928-4311-b935-75fd17f5cffb","block_type":"box","text":"whose index inclusion date falls within the Index Provider’s lock-down period for the semi-annual reconstitution in","page_number":61,"box":{"x":124,"y":850,"width":803,"height":13}},{"id":"187f6d71-4c62-4917-823e-94b65840f60e","block_type":"box","text":"June and December will be added on the effective date of the reconstitution.","page_number":61,"box":{"x":124,"y":865,"width":532,"height":12}},{"id":"8fbb8d39-c91b-4b22-bea6-d39e4d477c44","block_type":"box","text":"50","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"47aa4be7-ad79-4e8b-ac44-f66c587f758c","block_type":"box","text":"Style Probability for IPOs.","page_number":62,"box":{"x":59,"y":67,"width":182,"height":12}},{"id":"796ebdd7-89ac-4a0d-b20e-cf130f7f216b","block_type":"box","text":"An IPO generally inherits the growth and value style probability of the average Industry","page_number":62,"box":{"x":247,"y":67,"width":607,"height":12}},{"id":"f23b3a49-0c10-4d92-92e6-f7e8d2e62c76","block_type":"box","text":"Classification Benchmark (“ICB”) subsector to which the company is assigned by the Index Provider. However, the Index","page_number":62,"box":{"x":59,"y":82,"width":839,"height":12}},{"id":"f14fae56-b4ed-40b8-aa07-f4b13301be27","block_type":"box","text":"Provider may determine an IPO’s style probability independent of the assigned ICB subsector. The Index Provider reassesses","page_number":62,"box":{"x":60,"y":97,"width":865,"height":12}},{"id":"903f8430-c0d1-4584-9148-53c1616dbf3b","block_type":"box","text":"the style probability of a newly added IPO at the semi-annual reconstitution based on available company fundamentals.","page_number":62,"box":{"x":59,"y":112,"width":836,"height":12}},{"id":"94492e57-9e5f-4aa5-8df2-617a221cb3d6","block_type":"box","text":"Issue Changes.","page_number":62,"box":{"x":60,"y":138,"width":107,"height":13}},{"id":"c55e0492-4eb4-4d73-bfa4-a51c249684bc","block_type":"box","text":"Securities that leave the Russell Indexes between reconstitution dates are not replaced. Thus, the number of","page_number":62,"box":{"x":172,"y":138,"width":757,"height":13}},{"id":"7bba25e5-2b78-48ea-9827-07d69378ad3b","block_type":"box","text":"securities in the investments over the year will fluctuate according to corporate activity. When a stock is acquired, delisted or","page_number":62,"box":{"x":59,"y":154,"width":872,"height":12}},{"id":"30534a9a-8843-4903-be7d-e9aaf39bcdf6","block_type":"box","text":"moves to the pink sheets or OTC bulletin boards, the stock is deleted from the relevant indexes.","page_number":62,"box":{"x":60,"y":169,"width":664,"height":12}},{"id":"7013cfec-d74e-48ed-a5f7-ef41815d3740","block_type":"box","text":"When acquisitions or mergers take place, the stock’s capitalization moves to the acquiring stock, hence, mergers have no","page_number":62,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"d424055f-c6b1-4808-910d-5fdde2d3d73b","block_type":"box","text":"effect on index total capitalization if the acquiring stock is part of the index. The only additions between reconstitution dates","page_number":62,"box":{"x":59,"y":210,"width":870,"height":13}},{"id":"ff3f2b51-b5a0-439d-a2b2-cb23d58011e5","block_type":"box","text":"are as a result of spin-offs and IPOs.","page_number":62,"box":{"x":59,"y":225,"width":250,"height":13}},{"id":"c33e4f57-c283-4294-bbb5-342270c56658","block_type":"box","text":"Index Maintenance.","page_number":62,"box":{"x":60,"y":252,"width":141,"height":10}},{"id":"b4c98d8a-a7e2-463f-b5db-203a4140041a","block_type":"box","text":"Maintaining the Russell indexes includes monitoring and completing the adjustments for company","page_number":62,"box":{"x":207,"y":252,"width":692,"height":12}},{"id":"dafd3a6e-8364-4c7d-bcc8-f37b99f6c0ba","block_type":"box","text":"additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and","page_number":62,"box":{"x":59,"y":267,"width":858,"height":12}},{"id":"27135b6f-d901-4f2f-87ee-bb8c25f06469","block_type":"box","text":"spin-offs and quarterly initial public offerings. In addition, significant share capital changes are made at month-end. The","page_number":62,"box":{"x":59,"y":282,"width":840,"height":12}},{"id":"4a3e3f07-789b-4663-8322-492d46688ee4","block_type":"box","text":"divisor is adjusted for all changes in company market value to leave the value of the investments unaffected. All divisor","page_number":62,"box":{"x":59,"y":297,"width":829,"height":13}},{"id":"c799109e-616c-40ea-a53d-890368030446","block_type":"box","text":"adjustments are made after the close of trading and after the calculation of the closing value of the Russell indexes.","page_number":62,"box":{"x":59,"y":312,"width":807,"height":13}},{"id":"69c31e8a-e729-4968-9adb-b4a300691db7","block_type":"box","text":"Index Availability.","page_number":62,"box":{"x":60,"y":339,"width":125,"height":12}},{"id":"51dbaf08-6883-4d77-83f9-b24fa67a592b","block_type":"box","text":"The Russell indexes are calculated continuously and are available from major data vendors.","page_number":62,"box":{"x":190,"y":339,"width":637,"height":12}},{"id":"d5b15ea8-fc90-4500-9235-821159fad63c","block_type":"box","text":"Russell 1000","page_number":62,"box":{"x":60,"y":365,"width":89,"height":10}},{"id":"d30a7ae9-de81-46d5-ada0-ba3a8740adc1","block_type":"box","text":"®","page_number":62,"box":{"x":151,"y":364,"width":9,"height":6}},{"id":"4cda6508-ed6a-4db4-9ebd-e5e6cf9fb05c","block_type":"box","text":"Index","page_number":62,"box":{"x":165,"y":365,"width":40,"height":10}},{"id":"578be212-a975-46bd-8f27-bc88033b0cac","block_type":"box","text":"Number of Components: approximately 1,006","page_number":62,"box":{"x":60,"y":384,"width":330,"height":12}},{"id":"a32912e9-1ff6-4ed2-aa39-16e7ecf457f3","block_type":"box","text":"Index Description.","page_number":62,"box":{"x":60,"y":407,"width":130,"height":12}},{"id":"4bf21f1b-8e04-476d-b9e3-c1a1416b4934","block_type":"box","text":"The Russell 1000 Index measures the performance of the large- and mid-capitalization segments of the","page_number":62,"box":{"x":195,"y":407,"width":725,"height":12}},{"id":"8578db06-5a4e-46be-8203-ee21f7488bcb","block_type":"box","text":"U.S. equity market. It is a subset of the Russell 3000 Index and serves as the parent index for, among others, (","page_number":62,"box":{"x":60,"y":422,"width":762,"height":12}},{"id":"6195a3ae-b457-476e-9b7f-3bdc192d0062","block_type":"box","text":"e.g.","page_number":62,"box":{"x":823,"y":425,"width":23,"height":9}},{"id":"115c5f91-3c22-4423-830b-0f24af56d47f","block_type":"box","text":"also the","page_number":62,"box":{"x":852,"y":422,"width":54,"height":10}},{"id":"81b1be3e-2fe3-4d66-ba51-ab0fe4263b38","block_type":"box","text":"Pure Domestic Exposure sub-index) the Russell 1000 Growth and Value Indexes, the Russell Top 200 Index, and the Russell","page_number":62,"box":{"x":60,"y":437,"width":859,"height":12}},{"id":"b28268f4-83fe-43e5-be52-1aa26ed04f00","block_type":"box","text":"Midcap Index. It is a float-adjusted capitalization-weighted index consisting approximately 1000 of the largest issuers in the","page_number":62,"box":{"x":59,"y":452,"width":865,"height":12}},{"id":"4171532c-6dfc-4a64-96b1-c5c1d22a802f","block_type":"box","text":"Russell 3000 Index. The Underlying Index represents approximately 91% of the market capitalization of listed U.S. equities","page_number":62,"box":{"x":60,"y":467,"width":851,"height":13}},{"id":"922c7576-7fdc-4d82-af22-104fff0b86f1","block_type":"box","text":"and is a leading benchmark of the large cap U.S. market.","page_number":62,"box":{"x":59,"y":482,"width":394,"height":13}},{"id":"9e336c75-dfe1-4c34-ab12-ce13be206ce1","block_type":"box","text":"Russell 1000","page_number":62,"box":{"x":60,"y":509,"width":89,"height":10}},{"id":"247bf415-2b74-42e4-986b-8f52cf73f9db","block_type":"box","text":"®","page_number":62,"box":{"x":151,"y":507,"width":9,"height":6}},{"id":"5002de03-4cb5-409e-b3cf-6716c8f87d81","block_type":"box","text":"Growth Index","page_number":62,"box":{"x":165,"y":509,"width":98,"height":10}},{"id":"71a6c14a-7bd5-4289-b9dc-e5e2cc1a9674","block_type":"box","text":"Number of Components: approximately 387","page_number":62,"box":{"x":60,"y":528,"width":317,"height":12}},{"id":"655cf049-8d80-464c-bfe2-66b00a6bdecf","block_type":"box","text":"Index Description.","page_number":62,"box":{"x":60,"y":550,"width":130,"height":13}},{"id":"7be2e309-f5dd-40b1-962c-eb91433469fe","block_type":"box","text":"The Russell 1000 Growth Index measures the performance of the large- and mid-capitalization growth","page_number":62,"box":{"x":195,"y":550,"width":717,"height":13}},{"id":"7e017d7f-e8ae-4a38-9e5a-edd0359f3217","block_type":"box","text":"sector of the U.S. equity market. It is a subset of the Russell 1000 Index. It is a style factor weighted index consisting of those","page_number":62,"box":{"x":59,"y":566,"width":872,"height":12}},{"id":"4b91b5c1-aee7-400b-b5ed-17bbcf6cbdfa","block_type":"box","text":"issuers within the Russell 1000 Index that have higher price-to-book ratios, higher forecasted medium-term growth and","page_number":62,"box":{"x":60,"y":581,"width":839,"height":12}},{"id":"40cd5fd0-51c4-4e33-9bd7-43e7c1a5fe6d","block_type":"box","text":"higher sales-per-share historical growth, and represents approximately 55% of the total market value of the Russell 1000","page_number":62,"box":{"x":60,"y":596,"width":845,"height":12}},{"id":"c9678b94-9a34-49e0-804a-d1fd1aff1189","block_type":"box","text":"Index. The Underlying Index is rebalanced quarterly after the close of business on the third Friday of March, June, September,","page_number":62,"box":{"x":60,"y":611,"width":872,"height":12}},{"id":"06528bef-7d1f-4f4a-943f-853530937b64","block_type":"box","text":"and December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and","page_number":62,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"3ba1fb8f-36c5-45e1-81fa-cfbff543ce7e","block_type":"box","text":"the weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in","page_number":62,"box":{"x":59,"y":641,"width":824,"height":12}},{"id":"231f0f76-bd13-48b0-8f89-798c7f3843ed","block_type":"box","text":"aggregate.","page_number":62,"box":{"x":59,"y":658,"width":73,"height":11}},{"id":"973185fe-193a-4c71-87a5-00e251f94f5e","block_type":"box","text":"Russell 1000 Telecommunications RIC 22.5/45 Capped Index","page_number":62,"box":{"x":60,"y":683,"width":442,"height":12}},{"id":"d3f0b39e-4bdd-4b8a-9eda-31a3fac86cfb","block_type":"box","text":"Number of Components: approximately 21","page_number":62,"box":{"x":60,"y":709,"width":305,"height":12}},{"id":"cae240c1-3bda-481b-96a1-6e44b62f3333","block_type":"box","text":"Index Description.","page_number":62,"box":{"x":60,"y":736,"width":130,"height":12}},{"id":"94653538-0f37-43d8-b50e-d7b6e746fca7","block_type":"box","text":"The Russell 1000 Telecommunications RIC 22.5/45 Capped Index is designed to measure the","page_number":62,"box":{"x":195,"y":736,"width":654,"height":12}},{"id":"9fa8cf92-34c4-4c2b-bd98-1de4d304e4d7","block_type":"box","text":"performance of large- and-mid-capitalization companies in the telecommunications sector of the U.S. equity market. It is a","page_number":62,"box":{"x":59,"y":751,"width":859,"height":12}},{"id":"144ece38-c156-4053-8066-cb9a4588aae1","block_type":"box","text":"subset of the market capitalization-weighted Russell 1000 Index. The Underlying Index uses a capping methodology to","page_number":62,"box":{"x":59,"y":766,"width":832,"height":12}},{"id":"5e7faaa7-2ed6-400d-8759-52a6f5fa379f","block_type":"box","text":"constrain at quarterly rebalance: (i) the weights of any single issuer (as determined by Russell) to a maximum of 22.5%, and","page_number":62,"box":{"x":59,"y":781,"width":869,"height":12}},{"id":"092029c1-2a82-4765-a7a1-56f71acbcb67","block_type":"box","text":"(ii) the aggregate weight of all issuers that individually exceed 4.5% of the index weight to a maximum of 45%.","page_number":62,"box":{"x":60,"y":796,"width":777,"height":12}},{"id":"1a71d711-feca-44c7-96ff-8d8cc17f1911","block_type":"box","text":"Russell 1000","page_number":62,"box":{"x":60,"y":823,"width":89,"height":9}},{"id":"a84ee9dc-76a0-4e50-bc51-ffdfd6f584f6","block_type":"box","text":"®","page_number":62,"box":{"x":151,"y":821,"width":9,"height":6}},{"id":"fb789c6f-6fa6-46e8-9262-6ebe37cc157d","block_type":"box","text":"Value Index","page_number":62,"box":{"x":164,"y":823,"width":85,"height":9}},{"id":"f003bbfd-ea08-4bef-8d7f-ea2b8cf837db","block_type":"box","text":"Number of Components: approximately 867","page_number":62,"box":{"x":60,"y":841,"width":316,"height":13}},{"id":"5d3d4c07-994a-4620-ac84-cdaf0be0dce4","block_type":"box","text":"Index Description.","page_number":62,"box":{"x":60,"y":864,"width":130,"height":12}},{"id":"d6736488-972e-42e1-91c8-9fa5aca91910","block_type":"box","text":"The Russell 1000 Value Index measures the performance of the large- and mid-capitalization value sector","page_number":62,"box":{"x":195,"y":864,"width":739,"height":12}},{"id":"eb7bf427-8419-4131-9510-dffec16de94d","block_type":"box","text":"of the U.S. equity market. It is a subset of the Russell 1000 Index. It is a style factor weighted index consisting of those issuers","page_number":62,"box":{"x":59,"y":879,"width":876,"height":13}},{"id":"a81822ce-c866-45d4-afd0-2d7814522b76","block_type":"box","text":"51","page_number":62,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"a9ceedfc-ad89-4d8b-a1a4-550b95518b99","block_type":"box","text":"within the Russell 1000 Index that have lower price-to-book ratios, lower sales-per-share historical growth and lower","page_number":63,"box":{"x":59,"y":67,"width":818,"height":12}},{"id":"d5dde7f8-0c74-474a-bb5e-0bfcbdb3ca24","block_type":"box","text":"forecasted growth, and represents approximately 45% of the total market value of the Russell 1000 Index. The Underlying","page_number":63,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"0f00b159-dd79-4c0a-9b41-9d86d2c3ed0a","block_type":"box","text":"Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":63,"box":{"x":60,"y":97,"width":844,"height":12}},{"id":"c5687f18-1d9e-45f1-8265-3fe525169f88","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":63,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"b7a92b03-0ceb-4902-9703-0885aad19a9a","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":63,"box":{"x":59,"y":127,"width":786,"height":12}},{"id":"7d14ce02-8d79-4c7d-a012-c75395da9c91","block_type":"box","text":"Russell 2000","page_number":63,"box":{"x":60,"y":154,"width":90,"height":9}},{"id":"00c91e46-91ad-4be3-acf9-767f35750ebb","block_type":"box","text":"®","page_number":63,"box":{"x":151,"y":152,"width":9,"height":6}},{"id":"1ac8a150-dd49-46d7-b9f0-0fbcd657ef2e","block_type":"box","text":"Index","page_number":63,"box":{"x":166,"y":154,"width":39,"height":9}},{"id":"18dd478f-2bee-4c77-840a-9dfc65f79a18","block_type":"box","text":"Number of Components: approximately 1,933","page_number":63,"box":{"x":60,"y":172,"width":330,"height":13}},{"id":"1a8ce5dc-f53d-4069-9192-3240b6346059","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":195,"width":130,"height":12}},{"id":"bb0e6764-1fc8-4569-9313-18a84f123b3e","block_type":"box","text":"The Russell 2000 Index measures the performance of the small-capitalization sector of the U.S. equity","page_number":63,"box":{"x":195,"y":195,"width":712,"height":12}},{"id":"60faa013-fd14-41a3-86fc-6d7e86f14a6e","block_type":"box","text":"market. It is a subset of the Russell 3000 Index and serves as the parent index for the Russell 2000 Growth and Value Indexes.","page_number":63,"box":{"x":60,"y":210,"width":876,"height":13}},{"id":"3c333f7c-a1a4-4f26-aaad-ee7000ebed87","block_type":"box","text":"It is a float-adjusted capitalization-weighted index consisting approximately 1,933 of the smallest issuers in the Russell 3000","page_number":63,"box":{"x":60,"y":225,"width":868,"height":13}},{"id":"f4b04a49-c156-4037-a4f0-c7ee3dabc2aa","block_type":"box","text":"Index. The Underlying Index represents approximately 6% of the market capitalization of listed U.S. equities and is a leading","page_number":63,"box":{"x":60,"y":240,"width":863,"height":13}},{"id":"17903926-9ccb-4947-a7c6-abf564424765","block_type":"box","text":"benchmark of the U.S. small cap equity market. IPO eligibility applicable to the Russell 3000 Index is not applicable to the","page_number":63,"box":{"x":60,"y":256,"width":845,"height":12}},{"id":"f90bebe8-a717-4ccf-9491-af146858ce6e","block_type":"box","text":"Russell 2000 Index.","page_number":63,"box":{"x":60,"y":271,"width":133,"height":9}},{"id":"8e8bdfe5-ef4f-4d4d-9bdd-432e60edd670","block_type":"box","text":"Russell 2000 Focused Value Select Index","page_number":63,"box":{"x":60,"y":297,"width":291,"height":10}},{"id":"69784dea-6abd-4178-ba75-9a435af2a683","block_type":"box","text":"Number of Components: approximately 238","page_number":63,"box":{"x":60,"y":324,"width":317,"height":12}},{"id":"13c12ffe-68e2-46e5-bc18-335948830d1c","block_type":"box","text":"Index Description.","page_number":63,"box":{"x":60,"y":350,"width":130,"height":12}},{"id":"c63d32eb-5577-47af-9195-5a2aacd8e397","block_type":"box","text":"The Russell 2000 Focused Value Select Index measures the performance of small-capitalization U.S.","page_number":63,"box":{"x":195,"y":350,"width":697,"height":12}},{"id":"8638d9a1-0eaa-4ba9-89e6-093baad00cd6","block_type":"box","text":"companies with prominent value factor characteristics, as determined by Russell. The Underlying Index is a subset of the","page_number":63,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"ec9a1d91-7648-470b-b9f2-8adcb3ead70c","block_type":"box","text":"Russell 2000","page_number":63,"box":{"x":60,"y":380,"width":87,"height":10}},{"id":"c4f138a6-43a3-442f-827b-cb5de9b198e3","block_type":"box","text":"®","page_number":63,"box":{"x":148,"y":379,"width":9,"height":6}},{"id":"46a3a88f-60a3-454b-84ca-80f4e7e17133","block_type":"box","text":"Index (the “Parent Index”), which measures the performance of the small-capitalization segment of the U.S.","page_number":63,"box":{"x":163,"y":380,"width":753,"height":13}},{"id":"b446bcb4-76b6-440e-8871-2cca1b1a0087","block_type":"box","text":"equity market, as defined by Russell.","page_number":63,"box":{"x":59,"y":395,"width":253,"height":13}},{"id":"5295590b-53d0-4436-a5bd-7cf403878138","block_type":"box","text":"Index Methodology.","page_number":63,"box":{"x":60,"y":422,"width":143,"height":12}},{"id":"7cde1967-8222-4925-a395-fbd4d2a95567","block_type":"box","text":"The starting universe for the Underlying Index includes all issuers within the Parent Index that are listed","page_number":63,"box":{"x":208,"y":422,"width":723,"height":12}},{"id":"4fb7f926-c506-45a4-bbf3-7980df500d44","block_type":"box","text":"on a U.S. exchange and that are either U.S. incorporated or incorporated in certain non-U.S. jurisdictions as benefit-driven","page_number":63,"box":{"x":59,"y":437,"width":850,"height":12}},{"id":"d1d97ec0-fd4c-4122-8fad-6ecb53bece4c","block_type":"box","text":"corporations (typically tax benefit corporations), subject to the following rules and exceptions:","page_number":63,"box":{"x":59,"y":452,"width":660,"height":12}},{"id":"e55be6d4-6e2f-40ce-a581-5efe14d4ad0c","block_type":"box","text":"• If a company has issued multiple lines of equity capital, only one eligible line is included. The eligible line is the line","page_number":63,"box":{"x":59,"y":472,"width":836,"height":13}},{"id":"a1d26161-2f09-49d8-b0ae-c664c767f086","block_type":"box","text":"with the highest 60 days average daily dollar trading volume (“ADDTV”). A minimum of 30 days of daily observations are","page_number":63,"box":{"x":91,"y":487,"width":846,"height":13}},{"id":"e3aa6fd7-2713-42f2-8b10-bf53fd206ad5","block_type":"box","text":"required to calculate ADDTV. If a line has missing ADDTV, the line is excluded. If all lines have no ADDTV, the line with","page_number":63,"box":{"x":92,"y":503,"width":823,"height":12}},{"id":"c5fca3cf-1c13-4214-ae36-9dcee8427d40","block_type":"box","text":"the highest free float market cap is selected.","page_number":63,"box":{"x":91,"y":518,"width":308,"height":12}},{"id":"3308f26b-87f7-42ee-a751-59098ba9a092","block_type":"box","text":"• Securities ranked within the least liquid 20% by count (","page_number":63,"box":{"x":59,"y":538,"width":422,"height":12}},{"id":"35c28e5f-d1fa-48d3-a19e-93a201d2daba","block_type":"box","text":"i.e.","page_number":63,"box":{"x":482,"y":539,"width":18,"height":9}},{"id":"e129f9f1-2cd9-4e58-997d-cacb829c8812","block_type":"box","text":"approximately 400 securities) based on 60-day ADDTV are","page_number":63,"box":{"x":506,"y":538,"width":411,"height":12}},{"id":"9b80167b-0f6a-4fef-94b5-909c0144bf7b","block_type":"box","text":"excluded.","page_number":63,"box":{"x":92,"y":553,"width":65,"height":10}},{"id":"71c03ab5-918e-4717-b789-4f0e735795b3","block_type":"box","text":"• Securities ranked within the top 20% highest risk or with missing data are excluded. Risk is defined as the 1-year","page_number":63,"box":{"x":59,"y":573,"width":824,"height":12}},{"id":"eee4ea6b-82ac-463a-8585-f5b1a09caf5d","block_type":"box","text":"trailing realized volatility of daily total returns. A minimum of 200 days of daily return observations are required to","page_number":63,"box":{"x":91,"y":588,"width":794,"height":13}},{"id":"76e2ce6f-f94c-4c8f-a84b-f4e4965bb597","block_type":"box","text":"calculate volatility.","page_number":63,"box":{"x":92,"y":603,"width":126,"height":13}},{"id":"6450a720-0755-4f0e-99e4-8ac05d33bde5","block_type":"box","text":"• Securities ranked within the top 20% highest leverage or with missing data are excluded. Leverage is defined as total","page_number":63,"box":{"x":59,"y":623,"width":852,"height":13}},{"id":"550f135e-1301-4f2a-9980-b884b21cb67a","block_type":"box","text":"debt to total assets sourced from a third party data provider.","page_number":63,"box":{"x":92,"y":639,"width":420,"height":12}},{"id":"8433eb14-8df6-485c-8510-1090aee4d61f","block_type":"box","text":"• Also excluded are preferred and convertible preferred stock, participating preferred stock, redeemable shares, warrants","page_number":63,"box":{"x":59,"y":659,"width":866,"height":12}},{"id":"4e7cc125-0350-4768-b36d-dff0ba316f38","block_type":"box","text":"and rights, trust receipts, royalty trusts, limited liability issuers, OTC bulletin boards and pink sheet stocks, mutual funds,","page_number":63,"box":{"x":92,"y":674,"width":840,"height":12}},{"id":"c6cec8c8-46bc-46dc-a814-26df4718c2e0","block_type":"box","text":"limited partnerships, and foreign stocks.","page_number":63,"box":{"x":92,"y":689,"width":280,"height":12}},{"id":"04aac7dc-c9ca-4bca-bcaa-04b2a457bcaa","block_type":"box","text":"To determine constituents exhibiting prominent value characteristics, the Underlying Index uses a “sentiment” screen.","page_number":63,"box":{"x":59,"y":715,"width":827,"height":13}},{"id":"30ca7bfb-d090-4c6b-81ee-01d795cb36c5","block_type":"box","text":"Securities with a negative sentiment score or missing data are excluded. A sentiment score is calculated using estimates for","page_number":63,"box":{"x":59,"y":731,"width":866,"height":12}},{"id":"48b195ab-cf3d-44c6-baae-05852fa5ef8f","block_type":"box","text":"earnings per share sourced from third party data providers. The sentiment score is calculated as follows:","page_number":63,"box":{"x":59,"y":746,"width":729,"height":12}},{"id":"981d6b81-dcab-45d8-9ae4-f7eab253eb7a","block_type":"box","text":"(Number of upgrades for earnings per share for current and next fiscal year - Number of downgrades for earnings per share","page_number":63,"box":{"x":60,"y":772,"width":865,"height":12}},{"id":"6d771732-c5b2-41d4-be18-5908d5d4f974","block_type":"box","text":"for current and next fiscal year)/ Total number of estimates for earnings per share for current and next fiscal year.","page_number":63,"box":{"x":59,"y":787,"width":795,"height":13}},{"id":"2534bb14-4c1a-4387-be42-97ddf07c1417","block_type":"box","text":"Eligible securities are ranked by a weighted composite score of three value metrics (price-to-book (10%), price-to-earnings","page_number":63,"box":{"x":60,"y":814,"width":860,"height":12}},{"id":"4cd688e2-b1c1-4a5a-84f9-c4288b6cb4e1","block_type":"box","text":"(30%) and price-to-cash flow from operations (60%)) (the “Composite Score”). The top 250 ranked stocks are selected and","page_number":63,"box":{"x":60,"y":829,"width":868,"height":12}},{"id":"f101db44-6d46-499b-9def-976a954abc03","block_type":"box","text":"equally weighted to form a baseline or target composition (the “Target Index”). Industry exposure is capped so that the","page_number":63,"box":{"x":59,"y":844,"width":835,"height":12}},{"id":"d71be035-c8a5-4aca-aa22-dbc1201944d4","block_type":"box","text":"difference between an industry weight in the Target Index and in the Parent Index is less than 5%.","page_number":63,"box":{"x":59,"y":859,"width":683,"height":12}},{"id":"ae8afe88-6d5f-478d-a8e5-b14bcfc9a20a","block_type":"box","text":"52","page_number":63,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f312c9a5-6ebb-409f-afe2-ec4f21dfd8ae","block_type":"box","text":"The Underlying Index will be reviewed monthly, with changes being implemented after the close of the 6","page_number":64,"box":{"x":59,"y":67,"width":732,"height":12}},{"id":"c03be0c3-6990-49a1-8b00-1a5319e53043","block_type":"box","text":"th","page_number":64,"box":{"x":792,"y":65,"width":10,"height":6}},{"id":"054dd53d-0501-43b3-874a-f4b6b28fd188","block_type":"box","text":"business day.","page_number":64,"box":{"x":808,"y":67,"width":90,"height":12}},{"id":"4f1db36e-4c6e-4b6a-954e-508583644de7","block_type":"box","text":"Changes arising from review are announced after the close of the 4","page_number":64,"box":{"x":59,"y":82,"width":471,"height":12}},{"id":"cb34dcd0-3c43-4b1e-a391-be549a3d4050","block_type":"box","text":"th","page_number":64,"box":{"x":530,"y":80,"width":11,"height":6}},{"id":"4ad08547-fc5b-4076-8713-04cfa94eb4ee","block_type":"box","text":"business day. The Underlying Index is rebalanced to the","page_number":64,"box":{"x":547,"y":82,"width":387,"height":12}},{"id":"ece49aef-62c4-4319-83f9-d6722276cddd","block_type":"box","text":"Target Index if any of the following conditions are met:","page_number":64,"box":{"x":59,"y":97,"width":382,"height":12}},{"id":"e9864084-ab95-4b10-9141-c6f6ff70d270","block_type":"box","text":"• There is a greater than 10% difference between an industry weight in the Underlying Index and in the Parent Index.","page_number":64,"box":{"x":59,"y":117,"width":841,"height":12}},{"id":"556e8598-2950-417c-b728-fd32f8569492","block_type":"box","text":"• The Underlying Index’s Composite Score is less than 90% of the Target Index’s Composite Score.","page_number":64,"box":{"x":59,"y":137,"width":714,"height":13}},{"id":"27ff2d80-fd70-46f0-9452-fbc79f940614","block_type":"box","text":"• The Underlying Index has fewer than 200 securities.","page_number":64,"box":{"x":59,"y":157,"width":399,"height":13}},{"id":"f0d9256c-f949-42a0-a384-dfb30bd574db","block_type":"box","text":"If no rebalance is triggered, the index weights and constituents remain unchanged.","page_number":64,"box":{"x":60,"y":184,"width":579,"height":12}},{"id":"d2a9a4c7-ce40-47d1-af08-c59472e45c67","block_type":"box","text":"A constituent will be removed from the Underlying Index if it is also removed from the Parent Index. The deletion will be","page_number":64,"box":{"x":59,"y":210,"width":838,"height":13}},{"id":"c55a2b60-1063-4300-bd4e-9435148ddf26","block_type":"box","text":"concurrent with the deletion from the Parent Index and its weight will be distributed pro-rata amongst the remaining","page_number":64,"box":{"x":59,"y":225,"width":818,"height":13}},{"id":"a910f20f-0aef-4bc4-a675-8f45fd79ccb3","block_type":"box","text":"constituents. Thus, the number of securities in the Underlying Index over the year will fluctuate according to corporate","page_number":64,"box":{"x":59,"y":240,"width":831,"height":13}},{"id":"f1971825-1554-4fdb-8427-f606d2cd3022","block_type":"box","text":"activity.","page_number":64,"box":{"x":59,"y":257,"width":52,"height":11}},{"id":"2dab114d-f0af-4f0c-9deb-addb0cc05a4d","block_type":"box","text":"Additions to the Parent Index will be considered for inclusion in the Underlying Index at the next review.","page_number":64,"box":{"x":59,"y":282,"width":725,"height":12}},{"id":"5a4624fd-b141-4358-8642-9bfccac4e959","block_type":"box","text":"Russell 2000","page_number":64,"box":{"x":60,"y":308,"width":90,"height":10}},{"id":"4f1e58f7-1b00-49ca-a1c3-abd29bded362","block_type":"box","text":"®","page_number":64,"box":{"x":151,"y":307,"width":9,"height":6}},{"id":"c9ef7c17-b9ef-405f-8c0b-dda3c66e0479","block_type":"box","text":"Growth Index","page_number":64,"box":{"x":165,"y":308,"width":98,"height":10}},{"id":"8659a761-ce57-4342-965e-3457a094c81b","block_type":"box","text":"Number of Components: approximately 1,107","page_number":64,"box":{"x":60,"y":327,"width":327,"height":13}},{"id":"5debbdbe-5374-4a82-938b-b52716d936c9","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":350,"width":130,"height":12}},{"id":"4ddb3501-240b-4385-a0e1-28b7bdb06fab","block_type":"box","text":"The Russell 2000 Growth Index measures the performance of the small-capitalization growth sector of","page_number":64,"box":{"x":195,"y":350,"width":720,"height":12}},{"id":"00d2d968-a2f5-44e3-aafd-fbdb601c44cf","block_type":"box","text":"the U.S. equity market. It is a subset of the Russell 2000 Index. It is a style factor weighted index consisting of those issuers","page_number":64,"box":{"x":59,"y":365,"width":857,"height":13}},{"id":"ba0f11f4-5b76-4875-aca7-0d91381d5fe4","block_type":"box","text":"within the Russell 2000 Index that have higher price-to-book ratios, lower sales-per-share historical growth and lower","page_number":64,"box":{"x":59,"y":380,"width":824,"height":13}},{"id":"36b616b4-a827-4024-9801-6590f4882bd9","block_type":"box","text":"forecasted growth, and represents approximately 50% of the total market value of the Russell 2000 Index. The Underlying","page_number":64,"box":{"x":59,"y":395,"width":851,"height":13}},{"id":"d91e6da0-42c4-4143-aab0-6a068bac54b6","block_type":"box","text":"Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":64,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"f7259b3b-74b4-4681-b376-ac19ddfe3f0a","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":64,"box":{"x":59,"y":426,"width":841,"height":12}},{"id":"5ed65ef8-b6c5-46e0-a168-f391dabe1d0d","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":64,"box":{"x":59,"y":441,"width":786,"height":12}},{"id":"691a4e39-48ce-4c2c-9ecb-0f92fe731957","block_type":"box","text":"Russell 2000","page_number":64,"box":{"x":60,"y":467,"width":90,"height":10}},{"id":"79a760cd-e390-4f15-927e-ce8955a410f7","block_type":"box","text":"®","page_number":64,"box":{"x":151,"y":466,"width":9,"height":6}},{"id":"26507c04-51e6-45f1-9ea7-193e56349815","block_type":"box","text":"Value Index","page_number":64,"box":{"x":165,"y":467,"width":84,"height":10}},{"id":"2a9f340a-04a7-4c5e-959a-6891148ab559","block_type":"box","text":"Number of Components: approximately 1,410","page_number":64,"box":{"x":60,"y":486,"width":329,"height":12}},{"id":"1af2d7c1-724a-480d-a00b-3a32c567bd30","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":509,"width":130,"height":12}},{"id":"042da1c1-940d-4f45-b9c4-59b13cdfc6a2","block_type":"box","text":"The Russell 2000 Value Index measures the performance of the small-capitalization value sector of the","page_number":64,"box":{"x":195,"y":509,"width":718,"height":12}},{"id":"8aae8643-c398-4b90-b0ac-c25fa820cf40","block_type":"box","text":"U.S. equity market. It is a subset of the Russell 2000 Index. It is a style factor weighted index consisting of those issuers within","page_number":64,"box":{"x":60,"y":524,"width":877,"height":12}},{"id":"e2a0e929-5099-4d7c-a472-fed7c1b4d0b7","block_type":"box","text":"the Russell 2000 Index that have lower price-to-book ratios, lower sales-per-share historical growth and lower forecasted","page_number":64,"box":{"x":59,"y":539,"width":847,"height":12}},{"id":"9b1b5774-9c68-43da-a7a6-ec4139ea7415","block_type":"box","text":"growth, and represents approximately 50% of the total market value of the Russell 2000 Index. The Underlying Index is","page_number":64,"box":{"x":59,"y":554,"width":832,"height":13}},{"id":"83b768b6-1c19-4e52-a9af-47862ab08810","block_type":"box","text":"rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At each","page_number":64,"box":{"x":60,"y":569,"width":823,"height":13}},{"id":"39c939a4-06c6-4195-ae4e-7a7e2197b966","block_type":"box","text":"quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":64,"box":{"x":59,"y":584,"width":803,"height":13}},{"id":"8f824076-4ee0-49bf-b588-baf6afbd446e","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":64,"box":{"x":59,"y":600,"width":786,"height":12}},{"id":"854f33e5-d968-44c4-b64d-ca66a22b7bde","block_type":"box","text":"Russell 3000","page_number":64,"box":{"x":60,"y":626,"width":90,"height":10}},{"id":"4fda21d0-95e4-4ec5-aa4f-c8c6b20245ba","block_type":"box","text":"®","page_number":64,"box":{"x":151,"y":624,"width":9,"height":6}},{"id":"42513cc4-6e0c-461d-ade8-ec231e6b7c2e","block_type":"box","text":"Index","page_number":64,"box":{"x":166,"y":626,"width":39,"height":10}},{"id":"c863cca8-85fc-494d-9883-b065eb83410d","block_type":"box","text":"Number of Components: approximately 2,939","page_number":64,"box":{"x":60,"y":645,"width":331,"height":12}},{"id":"241ad288-e2ba-4376-8cd1-0eae99d41f3d","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":668,"width":130,"height":12}},{"id":"ce30f612-9d35-4cd3-9871-63f21ad5f102","block_type":"box","text":"The Russell 3000 Index measures the performance of the broad U.S. equity market. It serves as the parent","page_number":64,"box":{"x":195,"y":668,"width":740,"height":12}},{"id":"e323b3d9-a288-436e-970b-f7a8fa86a223","block_type":"box","text":"index for Russell 3000 Growth and Value Indexes as well as the Russell 1000 and Russell 2000 Indexes. It is a float-adjusted","page_number":64,"box":{"x":60,"y":683,"width":860,"height":12}},{"id":"c99274f2-a9dd-46da-915c-89099418c266","block_type":"box","text":"capitalization-weighted index of the 3000 largest issuers determined to have the U.S. as their primary country of risk. The","page_number":64,"box":{"x":59,"y":698,"width":849,"height":12}},{"id":"6f67d4d2-dc03-47db-adf7-c131415056bb","block_type":"box","text":"Russell 3000 Index represents approximately 97% of the market capitalization of listed U.S. equities and is a leading","page_number":64,"box":{"x":60,"y":713,"width":806,"height":12}},{"id":"3f1a0c55-3fc6-48b9-b46a-27bf1f203daa","block_type":"box","text":"benchmark of the broad U.S. equity market.","page_number":64,"box":{"x":60,"y":728,"width":304,"height":12}},{"id":"0267f7f6-b867-4393-aa4b-a1eeada35f5f","block_type":"box","text":"Russell Microcap","page_number":64,"box":{"x":60,"y":754,"width":121,"height":13}},{"id":"f3ac1eea-f850-4c84-bfc8-cc64597d76db","block_type":"box","text":"®","page_number":64,"box":{"x":182,"y":753,"width":9,"height":6}},{"id":"99e8da13-c203-4e3f-ab7b-652c4186fdc1","block_type":"box","text":"Index","page_number":64,"box":{"x":197,"y":754,"width":39,"height":10}},{"id":"bc8ebbe7-69d0-41cf-b25a-4c41bacaf8c6","block_type":"box","text":"Number of Components: approximately 1,290","page_number":64,"box":{"x":60,"y":773,"width":330,"height":13}},{"id":"35957bad-6b61-4d86-b136-e67773338d5b","block_type":"box","text":"Index Description.","page_number":64,"box":{"x":60,"y":796,"width":130,"height":12}},{"id":"e1989aa8-ae97-4ec7-876e-445c9857cd04","block_type":"box","text":"The Russell Microcap Index measures the performance of the microcap sector of the U.S. equity market.","page_number":64,"box":{"x":195,"y":796,"width":730,"height":12}},{"id":"5968767f-528d-4d14-b46c-0036362894b1","block_type":"box","text":"The Russell Microcap Index consists of approximately the 1,000 smallest issuers in the Russell 3000 Index plus up to the next","page_number":64,"box":{"x":59,"y":811,"width":877,"height":13}},{"id":"180d74f6-6b9b-4464-b9bc-15f526e823eb","block_type":"box","text":"smallest 1,000 issuers in the equity universe as determined by Russell. The Russell Microcap Index is a float-adjusted","page_number":64,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"5a3a9c44-4f6f-4bc1-b2cb-52618e671464","block_type":"box","text":"capitalization-weighted index and includes issuers ranging in total market capitalization from approximately $0.16 million to","page_number":64,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"25c6741d-515d-4c84-bd61-acc954b4bece","block_type":"box","text":"$4.85 billion, though these amounts may change from time to time. The Russell Microcap Index includes issuers representing","page_number":64,"box":{"x":59,"y":857,"width":879,"height":12}},{"id":"16000783-69ae-4f1f-9d2f-f3b1a6fb5f84","block_type":"box","text":"less than approximately 2% of the total market capitalization of listed U.S. equity securities.","page_number":64,"box":{"x":60,"y":872,"width":637,"height":12}},{"id":"78dfd7c5-7516-4b3f-871f-30c633d99026","block_type":"box","text":"53","page_number":64,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f5e3aeb3-c392-4152-b4f5-fe48ff1be273","block_type":"box","text":"Russell Midcap","page_number":65,"box":{"x":60,"y":67,"width":107,"height":12}},{"id":"3453f70f-2244-42ae-ba89-3e61014f7557","block_type":"box","text":"®","page_number":65,"box":{"x":168,"y":65,"width":9,"height":6}},{"id":"d72d2903-5953-4f22-9695-1bc97cda001b","block_type":"box","text":"Index","page_number":65,"box":{"x":183,"y":67,"width":39,"height":9}},{"id":"db87379f-ebfd-44a8-8fb7-0b0f34032336","block_type":"box","text":"Number of Components: approximately 806","page_number":65,"box":{"x":60,"y":86,"width":317,"height":12}},{"id":"e50320b8-fe83-4160-8347-ec49300ba9a9","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":108,"width":130,"height":13}},{"id":"9926bfc0-d404-47d9-868a-3a517bdf6604","block_type":"box","text":"The Russell Midcap Index is a float-adjusted capitalization-weighted index that measures the","page_number":65,"box":{"x":195,"y":108,"width":650,"height":13}},{"id":"4fb23649-c5f9-42b9-8729-176c9fc5cfdf","block_type":"box","text":"performance of the mid-capitalization sector of the U.S. equity market. The Russell Midcap Index consists of 806 of the","page_number":65,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"03ac3dfe-44fe-49ea-bc3f-baac8e389e96","block_type":"box","text":"smallest issuers in the Russell 1000 Index reflecting issuers which range in size between approximately $2.4 billion and $92.7","page_number":65,"box":{"x":59,"y":138,"width":872,"height":13}},{"id":"f66c96f7-c566-4f7a-bc76-be619d01694d","block_type":"box","text":"billion, though these amounts may change from time to time. The Russell Midcap Index represents approximately 24% of the","page_number":65,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"07052e40-8b8a-43cd-a04a-47ba6ac87402","block_type":"box","text":"total market capitalization of the Russell 1000 companies.","page_number":65,"box":{"x":59,"y":169,"width":404,"height":12}},{"id":"a22365dd-d66b-4302-b5e1-fdb99b359eba","block_type":"box","text":"Russell Midcap","page_number":65,"box":{"x":60,"y":195,"width":107,"height":12}},{"id":"648cffc8-7f4d-4c93-a9fb-1d8fbbc34c46","block_type":"box","text":"®","page_number":65,"box":{"x":168,"y":193,"width":9,"height":7}},{"id":"2db2628b-add4-41cf-be55-d37e60984314","block_type":"box","text":"Growth Index","page_number":65,"box":{"x":182,"y":195,"width":98,"height":10}},{"id":"052196ac-7d3f-47f9-923e-04fac57c14b9","block_type":"box","text":"Number of Components: approximately 277","page_number":65,"box":{"x":60,"y":214,"width":317,"height":12}},{"id":"b27d3a85-1ee5-44b5-8731-5e9f3748f0b9","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":237,"width":130,"height":12}},{"id":"15b494d9-e10a-4004-bfb0-0f90352f7053","block_type":"box","text":"The Russell Midcap Growth Index is a style factor weighted index that measures the performance of the","page_number":65,"box":{"x":195,"y":237,"width":728,"height":12}},{"id":"688450af-6f3b-495c-b35c-567126067932","block_type":"box","text":"mid-capitalization growth sector of the U.S. equity market. It is a subset of the Russell Midcap Index, representing","page_number":65,"box":{"x":60,"y":252,"width":792,"height":12}},{"id":"6cd2eec2-2156-4f41-b9c6-7cb6c2a20b28","block_type":"box","text":"approximately 29% of the total market value of the Russell Midcap Index. The Underlying Index measures the performance of","page_number":65,"box":{"x":59,"y":267,"width":880,"height":12}},{"id":"700addb2-fc62-4749-9b14-f57226e0d7ea","block_type":"box","text":"those Russell Midcap Index issuers with higher PB ratios and higher forecasted growth. The Underlying Index is rebalanced","page_number":65,"box":{"x":59,"y":282,"width":859,"height":12}},{"id":"650aea56-b12f-420a-b07c-e1a20fa38bfc","block_type":"box","text":"quarterly after the close of business on the third Friday of March, June, September, and December. At each quarterly","page_number":65,"box":{"x":59,"y":297,"width":811,"height":13}},{"id":"79590614-492c-4935-8fa2-dae0780fcf1d","block_type":"box","text":"rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all companies","page_number":65,"box":{"x":60,"y":312,"width":816,"height":13}},{"id":"15fd429c-55bb-4c0a-9322-7343ddbb03fa","block_type":"box","text":"exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":65,"box":{"x":59,"y":327,"width":705,"height":13}},{"id":"eb9e82f5-0f99-4ab8-98e1-f8330ac4b9a8","block_type":"box","text":"Russell Midcap","page_number":65,"box":{"x":60,"y":354,"width":107,"height":12}},{"id":"0fdf4a99-ced5-411f-b1f1-adc95139bf94","block_type":"box","text":"®","page_number":65,"box":{"x":168,"y":352,"width":9,"height":6}},{"id":"c4da4615-2153-4b10-a3b8-28f809ce88f0","block_type":"box","text":"Value Index","page_number":65,"box":{"x":182,"y":354,"width":85,"height":10}},{"id":"102d5db5-8f81-4529-a7d9-56d0cedca9cc","block_type":"box","text":"Number of Components: approximately 713","page_number":65,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"1d70cacf-b14d-4532-a5c7-b11268f85a28","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":395,"width":130,"height":13}},{"id":"7efd27db-e684-4daa-b8ec-3032faf3c9e9","block_type":"box","text":"The Russell Midcap Value Index is a float-adjusted capitalization-weighted index that measures the","page_number":65,"box":{"x":195,"y":395,"width":693,"height":13}},{"id":"6f5c276d-e8ea-4970-9d52-a0459dd28eb0","block_type":"box","text":"performance of the mid-capitalization value sector of the U.S. equity market. It is a subset of the Russell Midcap Index,","page_number":65,"box":{"x":59,"y":411,"width":827,"height":12}},{"id":"648c2d36-6dc2-4bf8-82e8-bc6d66f6f9db","block_type":"box","text":"representing approximately 71% of the total market value of the Russell Midcap Index. The Underlying Index measures the","page_number":65,"box":{"x":60,"y":426,"width":856,"height":12}},{"id":"ebf099f3-2cc3-4213-92ae-fb3c500bf07c","block_type":"box","text":"performance of those Russell Midcap Index issuers with lower PB ratios and lower forecasted growth. The Underlying Index is","page_number":65,"box":{"x":59,"y":441,"width":878,"height":12}},{"id":"250ff151-f735-48c4-823c-e82a4f761361","block_type":"box","text":"rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At each","page_number":65,"box":{"x":60,"y":456,"width":823,"height":12}},{"id":"dfd81762-e89c-4509-85e9-7da65ee44b06","block_type":"box","text":"quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the weight of all","page_number":65,"box":{"x":59,"y":471,"width":803,"height":12}},{"id":"3c903a27-c32e-4d0a-b7fe-ec78c94fac3f","block_type":"box","text":"companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":65,"box":{"x":59,"y":486,"width":786,"height":12}},{"id":"53b7d241-f829-41a2-ba5b-b2cd966e0547","block_type":"box","text":"Russell Texas Equity Index","page_number":65,"box":{"x":60,"y":513,"width":188,"height":12}},{"id":"78c9cf95-76f9-495f-9caf-839ba6cf6302","block_type":"box","text":"Number of Components: approximately 193","page_number":65,"box":{"x":60,"y":531,"width":316,"height":13}},{"id":"82065543-af58-413f-a734-7e6b5c47abeb","block_type":"box","text":"Index Description.","page_number":65,"box":{"x":60,"y":554,"width":130,"height":13}},{"id":"1d6014ed-61b0-49e8-b5ad-1b2396e81f49","block_type":"box","text":"The Russell Texas Equity Index is designed to measure the performance of equity securities of U.S.","page_number":65,"box":{"x":195,"y":554,"width":687,"height":13}},{"id":"0ac05d8f-c6e4-4571-9d3d-7fdad36a2668","block_type":"box","text":"companies headquartered in the State of Texas, as determined by FTSE Russell (the “Index Provider” or “Russell”). The","page_number":65,"box":{"x":59,"y":569,"width":829,"height":13}},{"id":"93c222fa-20a6-4b41-b34f-8fa10b57927c","block_type":"box","text":"Underlying Index is a subset of the Russell 3000 Index, which measures the performance of the broad U.S. equity market, as","page_number":65,"box":{"x":60,"y":584,"width":866,"height":13}},{"id":"4da887c8-35d8-466a-ab5f-94f406fc07a5","block_type":"box","text":"defined by Russell.","page_number":65,"box":{"x":59,"y":600,"width":129,"height":12}},{"id":"7fc58dbc-b464-48cd-b0c4-6a413d825b6e","block_type":"box","text":"Index Methodology.","page_number":65,"box":{"x":60,"y":626,"width":143,"height":12}},{"id":"951e189b-72f1-4e12-8229-424ecc2cbb20","block_type":"box","text":"To be eligible for the Underlying Index, at each rebalance date, a security must be included in the Russell","page_number":65,"box":{"x":208,"y":626,"width":729,"height":12}},{"id":"3223646a-bf8a-4468-b13e-f396c68b8ff3","block_type":"box","text":"3000 Index, have a float-adjusted market capitalization of at least $500 million, and have a three-month daily value traded of","page_number":65,"box":{"x":59,"y":641,"width":873,"height":12}},{"id":"26c8e30f-fa9b-4507-b042-c7d09ff39a6d","block_type":"box","text":"at least $3 million. However, an initial public offering that is included in the Russell 3000 Index pursuant to Russell’s fast entry","page_number":65,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"c887bd26-6988-4a29-b9aa-cf70c6eab6d2","block_type":"box","text":"rules (“Fast Entry IPO”) is not measured against this daily volume average until it has traded for longer than three months.","page_number":65,"box":{"x":60,"y":671,"width":852,"height":13}},{"id":"7611dbcf-4077-41bc-adc7-0321cc620549","block_type":"box","text":"Eligible securities of companies that are headquartered in the State of Texas, as determined by Russell, are selected for","page_number":65,"box":{"x":60,"y":686,"width":827,"height":13}},{"id":"de5733a7-fd0e-431e-902e-c0e5f72b8241","block_type":"box","text":"inclusion in the Underlying Index and weighted by float-adjusted market capitalization.","page_number":65,"box":{"x":60,"y":702,"width":606,"height":12}},{"id":"f76b2eae-3393-4ebe-8bfd-f6eeb20c4cba","block_type":"box","text":"The Underlying Index is reconstituted and rebalanced quarterly, at the close of the fourth Friday in June and the third Friday","page_number":65,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"65eb3357-6658-44d7-aaff-b57fa13842f4","block_type":"box","text":"of March, September and December. A Fast Entry IPO, however, is added to the Underlying Index when it is added to the","page_number":65,"box":{"x":59,"y":743,"width":840,"height":12}},{"id":"b366291f-cba1-47e8-a477-b4d1c4be126c","block_type":"box","text":"Russell 3000 Index.","page_number":65,"box":{"x":60,"y":758,"width":133,"height":10}},{"id":"915b8ab6-ea87-4fc4-915e-f80beac090dc","block_type":"box","text":"The Underlying Index uses a capping methodology at each quarterly rebalance that limits the (1) weight of any single","page_number":65,"box":{"x":59,"y":785,"width":822,"height":12}},{"id":"1dec2a9d-0fea-4ca1-9b7b-f9f41c5adeca","block_type":"box","text":"security to a maximum of 10% of the Underlying Index weight and (2) sum of all companies with a weight above 4.5% to an","page_number":65,"box":{"x":59,"y":800,"width":871,"height":12}},{"id":"1322bdf9-6d2f-4680-a715-679a39135e43","block_type":"box","text":"aggregate of 45% of the Underlying Index weight.","page_number":65,"box":{"x":59,"y":815,"width":349,"height":12}},{"id":"fb7e09cd-126f-4372-997d-f81c13f3f10c","block_type":"box","text":"Russell Top 200","page_number":65,"box":{"x":60,"y":841,"width":112,"height":13}},{"id":"ae1df0ea-ee81-4176-804f-2b8380baff4f","block_type":"box","text":"®","page_number":65,"box":{"x":173,"y":840,"width":9,"height":6}},{"id":"44ffa517-aacd-4ea4-9afb-0670e472250d","block_type":"box","text":"Index","page_number":65,"box":{"x":188,"y":841,"width":39,"height":10}},{"id":"33a25e5f-dfc6-439b-bb89-523b373a5a89","block_type":"box","text":"Number of Components: approximately 200","page_number":65,"box":{"x":60,"y":868,"width":317,"height":12}},{"id":"d075e81a-52a1-4d3c-831a-48f695324e03","block_type":"box","text":"54","page_number":65,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c02e2cf8-47fe-4330-bc6f-91b706e0792c","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":67,"width":130,"height":12}},{"id":"ff14dce8-d336-47e8-ba0b-2fce5857373e","block_type":"box","text":"The Russell Top 200 Index measures the performance of the largest capitalization sector of the U.S. equity","page_number":66,"box":{"x":195,"y":67,"width":743,"height":12}},{"id":"d4556b97-d55d-4ffc-b7d9-50df72072823","block_type":"box","text":"market. It is a float-adjusted capitalization-weighted index consisting of approximately 200 of the largest issuers in the","page_number":66,"box":{"x":60,"y":82,"width":828,"height":12}},{"id":"66695778-8d74-4687-ad92-e29b942e1979","block_type":"box","text":"Russell 3000 Index. The Russell Top 200 Index represents approximately 69% of the total market capitalization of all publicly","page_number":66,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"d5a37e13-400a-4049-9338-301d2f3c902a","block_type":"box","text":"traded U.S. equity securities.","page_number":66,"box":{"x":59,"y":112,"width":197,"height":12}},{"id":"8bb150e5-3ba6-4613-903d-837a7d55e351","block_type":"box","text":"Russell Top 200","page_number":66,"box":{"x":60,"y":138,"width":112,"height":13}},{"id":"2a6c40c2-e661-412c-bdb6-66bf477f7bc7","block_type":"box","text":"®","page_number":66,"box":{"x":173,"y":137,"width":9,"height":6}},{"id":"a7f6aa44-f4a3-4c3c-8a3e-250b69194623","block_type":"box","text":"Growth Index","page_number":66,"box":{"x":187,"y":138,"width":98,"height":10}},{"id":"694cdf9d-5929-4fab-8adc-8977f6852b9b","block_type":"box","text":"Number of Components: approximately 110","page_number":66,"box":{"x":60,"y":165,"width":315,"height":12}},{"id":"96d90eef-1b14-4cdc-b177-6e1bb2011aee","block_type":"box","text":"Index Description","page_number":66,"box":{"x":60,"y":191,"width":126,"height":13}},{"id":"cab6fc9e-b065-4554-bac4-78cac8fd7226","block_type":"box","text":". The Russell Top 200 Growth Index measures the largest capitalization growth sector of the U.S. equity","page_number":66,"box":{"x":188,"y":191,"width":721,"height":13}},{"id":"19649858-9867-4458-a646-0f6c178c9fcb","block_type":"box","text":"market. It is a subset of the Russell Top 200 Index, which consists of approximately the 200 largest issuers in the Russell 3000","page_number":66,"box":{"x":60,"y":206,"width":878,"height":13}},{"id":"baa09fe5-521d-46f1-b4d6-f71e6d0a175b","block_type":"box","text":"Index. The Underlying Index is a float-adjusted capitalization-weighted index consisting of those issuers within the Russell","page_number":66,"box":{"x":60,"y":222,"width":853,"height":12}},{"id":"15ea6054-67c8-4ac0-a2f8-ac58405a7077","block_type":"box","text":"Top 200 Index that have higher PB ratios and higher forecasted growth, and represents approximately 62% of the total","page_number":66,"box":{"x":59,"y":237,"width":829,"height":12}},{"id":"6979f14a-3258-487c-a7e5-03488d1f336e","block_type":"box","text":"market value of the Russell Top 200 Index. Many issuers are represented in both the Russell Top 200 Growth Index and the","page_number":66,"box":{"x":60,"y":252,"width":857,"height":12}},{"id":"7cc68277-3a8d-4d64-8eb6-a12ee2f98449","block_type":"box","text":"Russell Top 200 Value Index. The Underlying Index is rebalanced quarterly after the close of business on the third Friday of","page_number":66,"box":{"x":60,"y":267,"width":856,"height":12}},{"id":"8b451a42-1f94-42e5-9c59-85b12bfa707a","block_type":"box","text":"March, June, September, and December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of","page_number":66,"box":{"x":59,"y":282,"width":879,"height":12}},{"id":"818aa35a-675e-4c09-9f25-8941a0934502","block_type":"box","text":"the index weight and the weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the","page_number":66,"box":{"x":59,"y":297,"width":865,"height":13}},{"id":"9a69d112-8c21-4c39-ae13-88dc5d7ba1a9","block_type":"box","text":"index weight in aggregate.","page_number":66,"box":{"x":60,"y":312,"width":184,"height":13}},{"id":"8aa5d174-1f19-4e66-832f-7d36e70911e2","block_type":"box","text":"Russell Top 200","page_number":66,"box":{"x":60,"y":339,"width":112,"height":12}},{"id":"f8528dcc-d683-44d3-a67c-2da45db33f2f","block_type":"box","text":"®","page_number":66,"box":{"x":173,"y":337,"width":9,"height":6}},{"id":"6054d601-20f7-41ef-9c29-48136616a472","block_type":"box","text":"Value Index","page_number":66,"box":{"x":187,"y":339,"width":84,"height":9}},{"id":"0413720d-724e-49f8-b89c-b4f2b75a85ee","block_type":"box","text":"Number of Components: approximately 154","page_number":66,"box":{"x":60,"y":365,"width":317,"height":13}},{"id":"f48383ea-c433-4791-8980-549bdcb8b320","block_type":"box","text":"Index Description.","page_number":66,"box":{"x":60,"y":392,"width":130,"height":12}},{"id":"0260c33e-c32c-4933-a85b-daf095be8910","block_type":"box","text":"The Russell Top 200 Value Index measures the largest capitalization value sector of the U.S. equity","page_number":66,"box":{"x":195,"y":392,"width":687,"height":12}},{"id":"82de9e37-9ba5-409b-b024-e3288c35412e","block_type":"box","text":"market. It is a subset of the Russell Top 200 Index, which consists of approximately the 200 largest issuers in the Russell 3000","page_number":66,"box":{"x":60,"y":407,"width":878,"height":12}},{"id":"70892759-482b-4180-8d78-f12b66605262","block_type":"box","text":"Index. The Underlying Index is a style factor weighted index consisting of those issuers within the Russell Top 200 Index that","page_number":66,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"26c3c838-a766-46e6-b3e4-73589486eeaf","block_type":"box","text":"have lower PB ratios and lower forecasted growth, and represents approximately 38% of the total market value of the Russell","page_number":66,"box":{"x":60,"y":437,"width":872,"height":12}},{"id":"1723946c-cfba-4d86-8293-eed6277acae1","block_type":"box","text":"Top 200 Index. Many issuers are represented in both the Russell Top 200 Growth Index and the Russell Top 200 Value Index.","page_number":66,"box":{"x":59,"y":452,"width":868,"height":12}},{"id":"6fd4c694-9092-4218-a023-c103811ccc86","block_type":"box","text":"The Underlying Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and","page_number":66,"box":{"x":59,"y":467,"width":857,"height":13}},{"id":"6c31ddf3-c492-4e31-9183-66bb100ef00c","block_type":"box","text":"December. At each quarterly rebalance, the weight of any single company is capped at 22.5% of the index weight and the","page_number":66,"box":{"x":60,"y":482,"width":850,"height":13}},{"id":"fc1811f7-77c6-4ab0-ae72-054b8bba122b","block_type":"box","text":"weight of all companies exceeding 4.5% weight of the index individually are capped at 45% of the index weight in aggregate.","page_number":66,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"133e905f-f628-4801-b3cd-d8b0d77422e3","block_type":"box","text":"The S&P Indexes","page_number":66,"box":{"x":59,"y":528,"width":280,"height":24}},{"id":"f280fd6b-f9ed-429c-9bae-a7c4fda92032","block_type":"box","text":"Component Selection Criteria for Domestic Indexes.","page_number":66,"box":{"x":59,"y":569,"width":375,"height":13}},{"id":"808def75-e4fc-44e1-862e-8909d6636cc9","block_type":"box","text":"S&P Dow Jones Indices LLC’s (“SPDJI”) various Index Committees are","page_number":66,"box":{"x":439,"y":569,"width":483,"height":13}},{"id":"22609eb3-4005-413d-b19e-b6818b5ca092","block_type":"box","text":"responsible for the overall management of SPDJI’s indices (“S&P DJI Indices”). Issuers (","page_number":66,"box":{"x":60,"y":584,"width":604,"height":13}},{"id":"3f97a08a-d38f-4ea6-a3ca-489280dc458b","block_type":"box","text":"i.e","page_number":66,"box":{"x":665,"y":585,"width":15,"height":9}},{"id":"efe49f35-75c1-4367-b96f-a4c1b15cdf95","block_type":"box","text":"., the “components”) selected for the","page_number":66,"box":{"x":681,"y":584,"width":257,"height":13}},{"id":"434fb8a5-31b5-4f61-bfec-a7ef68add89f","block_type":"box","text":"S&P U.S. indexes represent a broad range of industry segments within the U.S. economy. The starting universe of publicly","page_number":66,"box":{"x":59,"y":600,"width":848,"height":12}},{"id":"da4fd853-fa42-4d7e-9987-d831884b41b8","block_type":"box","text":"traded U.S. issuers classified by the Global Industry Classification Standard (GICS","page_number":66,"box":{"x":59,"y":615,"width":564,"height":12}},{"id":"63f0e9e8-d03c-4d53-afdd-6009ca6d4baf","block_type":"box","text":"®","page_number":66,"box":{"x":624,"y":613,"width":9,"height":6}},{"id":"b9e3e7a7-9c77-482d-853e-e583d557545e","block_type":"box","text":") is screened to eliminate ADRs, mutual","page_number":66,"box":{"x":634,"y":615,"width":275,"height":12}},{"id":"9639f64f-edf2-4a47-9542-b1cd3a6ea649","block_type":"box","text":"funds, limited partnerships, royalty trusts, certain holding issuers, OTC bulletin board issues, pink sheet-listed issues, closed","page_number":66,"box":{"x":59,"y":630,"width":869,"height":12}},{"id":"05b93725-05ef-4ac8-b725-717a251651d2","block_type":"box","text":"end funds, ETFs and tracking stocks. REITs, except for mortgage REITs, are eligible for inclusion in the Indexes. The stock of","page_number":66,"box":{"x":59,"y":645,"width":863,"height":12}},{"id":"a73dbec1-292b-4b8d-9f00-03292fcf84d9","block_type":"box","text":"each constituent must trade on either the NYSE, the NYSE Amex Equities or on Nasdaq. Additionally, only one share class per","page_number":66,"box":{"x":59,"y":660,"width":874,"height":12}},{"id":"74e435a1-4982-48a1-ba0b-f9a5c3c54894","block_type":"box","text":"constituent will be included in an Index. The share class is selected by SPDJI and is generally defined as the largest, most","page_number":66,"box":{"x":59,"y":675,"width":841,"height":12}},{"id":"301df97f-0fd8-44f0-9c22-3e24ad7cda65","block_type":"box","text":"liquid share class. Issuers with multiple share classes will have the classes combined for purposes of calculation of market","page_number":66,"box":{"x":60,"y":690,"width":852,"height":13}},{"id":"0f8880e7-8573-4bec-8c4c-02147e12999e","block_type":"box","text":"capitalization. The following criteria are then analyzed to determine an issuer’s eligibility for inclusion in the S&P Indexes: (i)","page_number":66,"box":{"x":59,"y":705,"width":863,"height":13}},{"id":"d20e24ad-decb-42df-9428-718e0654fa95","block_type":"box","text":"ownership of an issuer’s outstanding common stock, in order to screen out closely held issuers; (ii) trading volume of an","page_number":66,"box":{"x":59,"y":720,"width":843,"height":13}},{"id":"1ddea034-8998-4927-a07f-23bebb85cad9","block_type":"box","text":"issuer’s shares, in order to ensure ample liquidity and efficient share pricing; and (iii) the financial and operating condition of","page_number":66,"box":{"x":60,"y":736,"width":871,"height":12}},{"id":"08b48575-7c82-486f-916b-61419d5d0f91","block_type":"box","text":"an issuer.","page_number":66,"box":{"x":59,"y":752,"width":64,"height":8}},{"id":"a410f7d7-f859-47b5-bc00-a2104f1367b5","block_type":"box","text":"The S&P DJI’s Indices are capitalization-weighted, based on the following formula: number of outstanding shares of a","page_number":66,"box":{"x":59,"y":777,"width":819,"height":13}},{"id":"62fd86d0-1cd7-4344-874c-94b6b8d1a15d","block_type":"box","text":"constituent (as determined by the float-adjusted market capitalization using SPDJI’s methodology) multiplied by the","page_number":66,"box":{"x":59,"y":792,"width":811,"height":13}},{"id":"83963ef5-453e-4947-b5be-bcf9b0c9f9dd","block_type":"box","text":"constituent’s share price. Issuers with float-adjusted market capitalizations below certain thresholds are not eligible for the","page_number":66,"box":{"x":59,"y":807,"width":858,"height":13}},{"id":"be2305db-bbcd-44f4-a7a4-15b04bb47dfa","block_type":"box","text":"Indexes. In addition, the market capitalization of an issuer eligible for inclusion typically must be greater than the Index’s","page_number":66,"box":{"x":60,"y":823,"width":840,"height":12}},{"id":"51402d59-c095-4ff9-a6dd-6942caccf656","block_type":"box","text":"minimum market capitalization at the time it is being considered for Index inclusion. The market capitalizations of an Index’s","page_number":66,"box":{"x":60,"y":838,"width":870,"height":12}},{"id":"25c96b74-5394-4f6e-8a43-d35037114816","block_type":"box","text":"components are adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions","page_number":66,"box":{"x":59,"y":853,"width":869,"height":12}},{"id":"3aa293d7-d5fd-4ecb-8468-f26ca6a7edce","block_type":"box","text":"and other capital events. The market capitalizations of an Index’s constituent are adjusted for all strategic holdings, including","page_number":66,"box":{"x":59,"y":868,"width":874,"height":12}},{"id":"58613e74-136e-49f8-af20-35e2632d2111","block_type":"box","text":"private, corporate, and government holdings.","page_number":66,"box":{"x":59,"y":883,"width":315,"height":12}},{"id":"adb5f26c-28f8-41be-bdda-3c021585571e","block_type":"box","text":"55","page_number":66,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"5ef86495-a947-4ae2-9d7e-c1c7c96e1f55","block_type":"box","text":"To be eligible for the S&P Total Market Index (“TMI”), which is the starting universe for certain of the underlying indexes,","page_number":67,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"748de1ce-b466-4890-b86d-6fef36ba1984","block_type":"box","text":"issuers must have an investable weight factor (“IWF”) of at least 0.10, as calculated by the Index Provider, or a float-adjusted","page_number":67,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"9b6fd199-5f8a-46fd-914b-ff3e821124f6","block_type":"box","text":"market capitalization greater than or equal to 10% of the total company-level market capitalization of the 100th largest","page_number":67,"box":{"x":60,"y":97,"width":832,"height":12}},{"id":"5026024e-3f45-44b1-bb7d-cbaedf7d8870","block_type":"box","text":"company in the index, ranked by total market capitalization as of a particular reference date (together, the “IWF","page_number":67,"box":{"x":59,"y":112,"width":778,"height":12}},{"id":"50b7fd61-7fa6-445c-a2a5-ad7ac18200c5","block_type":"box","text":"Requirements”). The IWF is the percentage of a company’s available float shares divided by total shares outstanding.","page_number":67,"box":{"x":60,"y":127,"width":814,"height":12}},{"id":"fd46ded4-760f-405e-9d6d-ddd4ceae035d","block_type":"box","text":"IPO Fast Entry.","page_number":67,"box":{"x":60,"y":154,"width":102,"height":12}},{"id":"97f792e2-b17c-435e-bb83-546010243eb6","block_type":"box","text":"Certain large initial public offerings (“IPOs”) may be eligible for fast track entry into the TMI (“fast track","page_number":67,"box":{"x":167,"y":154,"width":722,"height":12}},{"id":"75af003c-1f01-4b83-8b9f-70abfe0b9c9c","block_type":"box","text":"IPOs”). Only newly public IPOs and IPO direct placement listings are eligible for fast track entry. A newly public IPO must have","page_number":67,"box":{"x":60,"y":169,"width":877,"height":12}},{"id":"974a808f-4bf0-4b78-a82b-87e3f56f940a","block_type":"box","text":"a float-adjusted market capitalization of at least $2 billion, calculated using the shares offered and the closing price on the","page_number":67,"box":{"x":59,"y":184,"width":853,"height":12}},{"id":"611337e6-8eb7-43d6-bb91-f1549dce129f","block_type":"box","text":"first day of trading on an eligible exchange. A direct placement listing IPO must have a float-adjusted market capitalization of","page_number":67,"box":{"x":59,"y":199,"width":876,"height":12}},{"id":"bb0de0f2-36aa-42b7-af1e-1d1e3261d304","block_type":"box","text":"at least $2 billion, calculated using the shares available to the public as determined by its IWF and its closing price on the first","page_number":67,"box":{"x":59,"y":214,"width":876,"height":12}},{"id":"e05781ca-386e-4015-bc51-951da1451989","block_type":"box","text":"day of trading on an eligible exchange. A fast track IPO must meet all other applicable index eligibility rules (including the","page_number":67,"box":{"x":59,"y":229,"width":848,"height":12}},{"id":"bdd652a9-32bb-4472-a17c-3c9496998f5a","block_type":"box","text":"IWF Requirements), except for the liquidity requirement. Once the Index Provider announces that an IPO is eligible for fast","page_number":67,"box":{"x":60,"y":244,"width":852,"height":13}},{"id":"659bf9be-8e8c-48f5-9b4c-fc2b8ea46823","block_type":"box","text":"track entry, the security will be added to the index with five business days’ lead time. However, if a fast track IPO would be","page_number":67,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"f1311fac-d485-4655-8fad-193ed30f7d90","block_type":"box","text":"added during a quarterly rebalance freeze period, it may instead be added on the rebalance effective date at the discretion of","page_number":67,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"100b50e2-10e9-4104-8570-e6cc359916ec","block_type":"box","text":"the Index Provider.","page_number":67,"box":{"x":59,"y":290,"width":129,"height":9}},{"id":"aca5afc2-1576-495b-b5a3-ff86d08d993b","block_type":"box","text":"Component Selection Criteria for International Indexes.","page_number":67,"box":{"x":59,"y":316,"width":399,"height":12}},{"id":"afa4eafc-c097-4acf-bf99-7c425f9bbaa1","block_type":"box","text":"Stocks are eligible for the S&P Global Indices if they meet criteria for","page_number":67,"box":{"x":464,"y":316,"width":475,"height":12}},{"id":"923ed4c1-3d5d-4a47-bc5e-31a18b839a1b","block_type":"box","text":"size, liquidity, profitability, and sector and market representation. Each of the S&P Global Indices is balanced across country","page_number":67,"box":{"x":59,"y":331,"width":859,"height":13}},{"id":"de37fa8f-5c69-4c97-8579-f1305d490dac","block_type":"box","text":"and sector weights in the region/market. The S&P Global Indices begin with an eligible investable universe of stocks covering","page_number":67,"box":{"x":59,"y":346,"width":875,"height":13}},{"id":"952f547e-4eda-499a-8053-1ff73f969f7a","block_type":"box","text":"approximately 95% of each country’s total market capitalization. In some cases, the S&P Global Indexes may include ADRs","page_number":67,"box":{"x":59,"y":361,"width":857,"height":13}},{"id":"4c0f84e4-c3f3-48ea-9826-76638ed86002","block_type":"box","text":"and GDRs. Stocks with relatively small market capitalization or insufficient liquidity are excluded by SPDJI. To identify a","page_number":67,"box":{"x":59,"y":377,"width":826,"height":12}},{"id":"b623cc63-562d-4a92-8c01-9effa51327e6","block_type":"box","text":"candidate pool for index constituent selection, all stocks are carefully examined using a set of general criteria. The specific","page_number":67,"box":{"x":59,"y":392,"width":854,"height":12}},{"id":"ed9f6c5a-cb10-470e-8183-823aa6ed9080","block_type":"box","text":"securities are then screened for industry sector classification; thus, the eligible securities are ranked according to GICS. Then,","page_number":67,"box":{"x":59,"y":407,"width":873,"height":12}},{"id":"1e5c57a7-3d42-4403-a685-6cc7df41e38c","block_type":"box","text":"the Index components, now determined, are weighted on the basis of SPDJI’s float-adjusted, market capitalization","page_number":67,"box":{"x":59,"y":422,"width":796,"height":12}},{"id":"d5353be8-558c-4799-b9db-f290bc692c4e","block_type":"box","text":"methodology. Generally, SPDJI observes a prospective constituent’s liquidity over a period of at least twelve months before","page_number":67,"box":{"x":60,"y":437,"width":853,"height":12}},{"id":"2838c048-1d67-4e36-9fb6-a152534abb81","block_type":"box","text":"consideration for inclusion. However, there may be extraordinary situations when issuers should be added immediately (e.g.,","page_number":67,"box":{"x":59,"y":452,"width":871,"height":12}},{"id":"4c0ca800-b8cf-469f-9e60-1348f95d1c06","block_type":"box","text":"certain privatizations). When a particular issuer dominates its home market, it may be excluded from an Index if analysis of","page_number":67,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"c46a98f6-f727-4bce-af9b-dc878801eda4","block_type":"box","text":"the sectors reveals that its securities are not as liquid as those of similar issuers in other countries. Once a year, the float","page_number":67,"box":{"x":59,"y":482,"width":838,"height":13}},{"id":"bcff1136-f2b4-4c54-aade-a18e1d01fbbc","block_type":"box","text":"adjustments will be reviewed and potentially changed based on such review. The values of an Index’s components area","page_number":67,"box":{"x":59,"y":497,"width":834,"height":13}},{"id":"ca2e068b-84e9-4bef-9582-ddde9fa35c0d","block_type":"box","text":"adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions and other capital","page_number":67,"box":{"x":59,"y":513,"width":872,"height":12}},{"id":"88a323b9-5552-49c3-86ac-103d91c67883","block_type":"box","text":"events. The market capitalization of index constituent issuers is adjusted for all strategic holdings, including private,","page_number":67,"box":{"x":59,"y":528,"width":809,"height":12}},{"id":"860af7a7-75b6-436e-8f1f-ae7968d77790","block_type":"box","text":"corporate, and government holdings.","page_number":67,"box":{"x":59,"y":543,"width":260,"height":12}},{"id":"f370975e-f5ec-40c3-b9ed-0edc7bbf7e73","block_type":"box","text":"With respect to the non-U.S. components of the S&P Global Indexes, the eligible universe of index components that are","page_number":67,"box":{"x":59,"y":569,"width":834,"height":13}},{"id":"2c140bb1-63a4-40b5-bdfb-599f5c95e870","block_type":"box","text":"considered for inclusion are from the following S&P DJI Indices:(i) the S&P/TSX 60 (Toronto Stock Exchange), which","page_number":67,"box":{"x":59,"y":584,"width":813,"height":13}},{"id":"0fa8e093-09aa-4bca-92a8-e1502d8b1d36","block_type":"box","text":"represents the liquid, large-cap stocks of the publicly listed issuers in the Canadian equities market;(ii) the S&P/TOPIX 150","page_number":67,"box":{"x":60,"y":600,"width":855,"height":12}},{"id":"8d14bcd3-27e3-486b-ba91-a75d7ced8838","block_type":"box","text":"(Tokyo Stock Exchange) which represents the liquid, large-cap stocks of the publicly listed issuers in the Japanese equities","page_number":67,"box":{"x":60,"y":615,"width":852,"height":12}},{"id":"7c107953-9c0b-45c6-99cf-68f393151ced","block_type":"box","text":"market;(iii) S&P/ASX All-Australian 50 Index (Australian Stock Exchange), which represents the liquid, large-cap stocks in","page_number":67,"box":{"x":60,"y":630,"width":851,"height":12}},{"id":"76a12a1c-bfbf-47ee-b257-f246175b453f","block_type":"box","text":"the Australian equities market;(iv) the S&P Asia 50, which represents the liquid, large-cap stocks of four major equities","page_number":67,"box":{"x":59,"y":645,"width":829,"height":12}},{"id":"70751b59-4e76-4def-b5e9-90c1ffd84ffd","block_type":"box","text":"markets in Asia (Hong Kong, South Korea, Taiwan and Singapore);(v) the S&P Latin America 40, which represents the liquid,","page_number":67,"box":{"x":60,"y":660,"width":867,"height":12}},{"id":"9c132dd0-fc35-4908-98c6-7fb295230b73","block_type":"box","text":"large-cap stocks from major sectors of the Mexico, Brazil, Peru, Colombia and Chilé equity markets; and (vi) the S&P Europe","page_number":67,"box":{"x":60,"y":675,"width":864,"height":12}},{"id":"20b9912b-431c-4b9c-8d6a-1923722aa681","block_type":"box","text":"350, which represents the liquid, large-cap stocks of the publicly listed issuers in the region, covering approximately 70% of","page_number":67,"box":{"x":59,"y":690,"width":866,"height":13}},{"id":"aea2f0c1-e880-4e58-b7a2-b111d636672f","block_type":"box","text":"the region’s market capitalization.","page_number":67,"box":{"x":59,"y":705,"width":236,"height":13}},{"id":"bddd179d-2812-4480-990e-54b85fec4452","block_type":"box","text":"Issue Changes.","page_number":67,"box":{"x":60,"y":732,"width":107,"height":12}},{"id":"82189362-8846-43f9-adea-0ed6138a588d","block_type":"box","text":"General oversight responsibility for the S&P DJI Indices, including overall policy guidelines and methodology,","page_number":67,"box":{"x":172,"y":732,"width":755,"height":12}},{"id":"ac015703-424e-4acc-ad94-6a19400c161a","block_type":"box","text":"is handled by the S&P Global Index Committee. Maintenance of component investments, including additions and deletions to","page_number":67,"box":{"x":60,"y":747,"width":876,"height":12}},{"id":"8034f246-b0be-425f-bbe0-3d63ddb73516","block_type":"box","text":"these investments, is the responsibility of separate regional index committees composed of S&P staff specialized in the","page_number":67,"box":{"x":59,"y":762,"width":829,"height":12}},{"id":"b6086aff-ff8d-431b-81a3-c6dfb76a76e9","block_type":"box","text":"various regional equity markets and, in some cases, with the assistance of local stock exchanges. Public announcements of","page_number":67,"box":{"x":59,"y":777,"width":864,"height":13}},{"id":"2aa69ca6-bfad-4615-a33e-ae7e0e5374ec","block_type":"box","text":"index changes as the result of committee decisions will generally be made two business days in advance of the anticipated","page_number":67,"box":{"x":60,"y":792,"width":857,"height":13}},{"id":"ca2d36b4-6390-4e55-8637-49c564a0045c","block_type":"box","text":"effective date whenever possible, although for exceptional corporate events announcements may be made earlier.","page_number":67,"box":{"x":59,"y":807,"width":796,"height":13}},{"id":"99686115-c9c7-46f9-8f38-e12d77333d7a","block_type":"box","text":"Index Maintenance.","page_number":67,"box":{"x":60,"y":834,"width":141,"height":10}},{"id":"ef1b3d1e-b2a1-4252-aa74-5a25c62ff7b6","block_type":"box","text":"Maintaining the S&P DJI Indices includes monitoring and completing the adjustments for issuer","page_number":67,"box":{"x":207,"y":834,"width":668,"height":12}},{"id":"5aedc1e5-515f-447f-9d20-2c614cc6a3a9","block_type":"box","text":"additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and","page_number":67,"box":{"x":59,"y":849,"width":858,"height":12}},{"id":"110a65d4-1a14-42f4-a6bf-6f5733021feb","block_type":"box","text":"spin-offs. An issuer will be removed from the S&P DJI Indices as a result of mergers/acquisitions, bankruptcy, or","page_number":67,"box":{"x":59,"y":864,"width":781,"height":12}},{"id":"62ae6eb5-1693-45d0-8d6a-c0c6d307fe4b","block_type":"box","text":"restructuring. An issuer is removed from the relevant index as close as possible to the actual date on which the event","page_number":67,"box":{"x":60,"y":879,"width":818,"height":13}},{"id":"b643a593-f435-4797-a0b4-5650fe144905","block_type":"box","text":"56","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"38210530-68d9-4a67-9fe1-0c7078aa0407","block_type":"box","text":"occurred. An issuer can be removed from an index because it no longer meets current criteria for inclusion and/or is no","page_number":68,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"edb79e88-663d-4d8b-a93b-2e0a56616a02","block_type":"box","text":"longer representative of its industry group. All replacement issuers are selected based on the above component section","page_number":68,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"d66f1fd9-c291-4ba7-96ae-57e53d03d9e0","block_type":"box","text":"criteria.","page_number":68,"box":{"x":59,"y":98,"width":51,"height":9}},{"id":"55027859-7d86-4d8a-8dc7-f23ff861fef4","block_type":"box","text":"When calculating index weights, individual components shares held by governments, corporations, strategic partners, or","page_number":68,"box":{"x":59,"y":123,"width":845,"height":13}},{"id":"bc80184e-4309-4860-9025-6fe49ee23aa2","block_type":"box","text":"other control groups are excluded from the issuer’s shares outstanding. Shares owned by other issuers are also excluded","page_number":68,"box":{"x":59,"y":138,"width":844,"height":13}},{"id":"cb7f1085-d768-4e74-bd24-ea9a6f4ba2df","block_type":"box","text":"regardless of whether they are index components. In countries with regulated environments, where a foreign investment","page_number":68,"box":{"x":60,"y":154,"width":844,"height":12}},{"id":"891a8df4-3576-44f0-8050-92db16147550","block_type":"box","text":"limit exists at the sector or issuer level, the constituent’s weight will reflect either the foreign investment limit or the","page_number":68,"box":{"x":60,"y":169,"width":806,"height":12}},{"id":"cccf3de7-054f-4258-889b-4c41b7d41edd","block_type":"box","text":"percentage float, whichever is the more restrictive.","page_number":68,"box":{"x":59,"y":184,"width":353,"height":12}},{"id":"864049a3-14ca-4010-93c3-2267a7b0c73d","block_type":"box","text":"Each issuer’s financial statements will be used to update the major shareholders’ ownership. However, during the course of","page_number":68,"box":{"x":60,"y":210,"width":862,"height":13}},{"id":"45d2e6f2-5254-4da1-be21-465ef24729da","block_type":"box","text":"the year, SPDJI also monitors each issuer’s Investable Weight Factor (“IWF”), which is SPDJI’s term for the mathematical float","page_number":68,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"d1898be0-9feb-46f1-83c1-50c0094e9cd9","block_type":"box","text":"factor used to calculate the float adjustment. If a change in IWF is caused by a mandatory corporate action (i.e., merger,","page_number":68,"box":{"x":59,"y":240,"width":838,"height":13}},{"id":"b8ea924e-1e91-4911-88a1-3e81ccd89f44","block_type":"box","text":"takeover, spin-off, or rights offering), a float adjustment will be implemented as soon as reasonably possible.","page_number":68,"box":{"x":59,"y":256,"width":757,"height":12}},{"id":"929d1298-d7ce-4061-a620-0d56c432c9f7","block_type":"box","text":"Changes in the number of shares outstanding driven by corporate events such as stock dividends, splits, and rights issues","page_number":68,"box":{"x":59,"y":282,"width":852,"height":12}},{"id":"d520a6d2-27f6-4724-b01c-92631f97ad90","block_type":"box","text":"will be adjusted on the ex-date. Material share changes resulting from certain non-mandatory corporate actions follow S&P","page_number":68,"box":{"x":59,"y":297,"width":865,"height":13}},{"id":"aa7a2971-47c9-42dd-a81b-35e52f5106ff","block_type":"box","text":"DJI’s accelerated implementation rules with sufficient advance notification. Non-material share changes are implemented","page_number":68,"box":{"x":60,"y":312,"width":848,"height":13}},{"id":"cbade79b-f193-482a-a2f6-0a7a300d5da2","block_type":"box","text":"quarterly on the Friday near the end of the calendar quarter. Generally, index changes due to rebalancing are announced two","page_number":68,"box":{"x":59,"y":327,"width":872,"height":13}},{"id":"bd6cfa78-c786-4a5d-82f2-7a265766c9b4","block_type":"box","text":"days before the effective date by way of a news release posted on www.us.spindices.com","page_number":68,"box":{"x":59,"y":343,"width":622,"height":12}},{"id":"201cf400-e5e2-4f9d-8d56-a6be0becdfa6","block_type":"box","text":".","page_number":68,"box":{"x":682,"y":351,"width":2,"height":1}},{"id":"42cf605a-1782-4f09-bd2a-42d7f808a7f8","block_type":"box","text":"Index Availability.","page_number":68,"box":{"x":60,"y":369,"width":125,"height":12}},{"id":"7f9e8b38-7d2c-480d-abe4-34338251167a","block_type":"box","text":"The S&P Indexes are calculated continuously and are available from major data vendors.","page_number":68,"box":{"x":190,"y":369,"width":617,"height":12}},{"id":"a2bb0ba0-00fb-40e2-91a4-a72521677f7b","block_type":"box","text":"Exchange Rates.","page_number":68,"box":{"x":60,"y":395,"width":116,"height":13}},{"id":"ba192666-5c10-4851-b23f-f0330b1b4ccf","block_type":"box","text":"SPDJI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time for the following","page_number":68,"box":{"x":181,"y":395,"width":746,"height":13}},{"id":"50d33420-b4e7-4950-a55d-3a1480f7b9bf","block_type":"box","text":"funds: iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select Screened","page_number":68,"box":{"x":59,"y":411,"width":875,"height":12}},{"id":"05d9f801-73de-460c-8d3a-7cfbadf1ec59","block_type":"box","text":"S&P Small-Cap ETF, iShares Europe ETF, iShares Expanded Tech Sector ETF, iShares Expanded Tech-Software Sector ETF,","page_number":68,"box":{"x":59,"y":426,"width":841,"height":12}},{"id":"0459c78e-b428-4f62-b1ad-98abd658d87c","block_type":"box","text":"iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares North American Natural Resources ETF,","page_number":68,"box":{"x":60,"y":441,"width":825,"height":12}},{"id":"6b2142cf-6027-474b-8e77-da582353de86","block_type":"box","text":"iShares S&P 500 3% Capped ETF, iShares S&P 500 ex S&P 100 ETF, iShares Top 20 U.S. Stocks ETF, iShares U.S. Digital","page_number":68,"box":{"x":60,"y":456,"width":822,"height":12}},{"id":"20a8ddb2-2ddb-448e-a9d4-3ecb2ca946d8","block_type":"box","text":"Infrastructure and Real Estate ETF and iShares U.S. Manufacturing ETF. Prior to January 31, 2013, SPDJI used the currency","page_number":68,"box":{"x":60,"y":471,"width":845,"height":12}},{"id":"abc1d346-39b3-49c7-af17-6081b345e552","block_type":"box","text":"exchange (FX) rate corresponding to 5:15 p.m. Eastern time. In case World Markets/Reuters does not provide rates for","page_number":68,"box":{"x":59,"y":486,"width":828,"height":12}},{"id":"5d0330cc-3b64-4cba-beeb-3c791fe4bb50","block_type":"box","text":"specific markets on given days (for example, Christmas Day and New Year’s Day), the previous business day’s rates are","page_number":68,"box":{"x":59,"y":501,"width":830,"height":13}},{"id":"c191c2f4-6624-4e5d-8da7-9eb88e3a0965","block_type":"box","text":"normally used. SPDJI independently monitors the exchange rates on all its indexes. SPDJI may under exceptional","page_number":68,"box":{"x":60,"y":516,"width":782,"height":13}},{"id":"acf300f2-6165-4f3f-a992-1b816c6c53db","block_type":"box","text":"circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters rates are not available, or if","page_number":68,"box":{"x":59,"y":531,"width":852,"height":13}},{"id":"0ae473fe-15d4-4c5c-add1-38f72747415b","block_type":"box","text":"SPDJI determines that the World Markets/Reuters rates are not reflective of market circumstances for a given currency on a","page_number":68,"box":{"x":59,"y":547,"width":863,"height":12}},{"id":"341a8f31-ffb9-4f6f-9467-697bec709291","block_type":"box","text":"particular day.","page_number":68,"box":{"x":59,"y":562,"width":97,"height":12}},{"id":"e5b65a97-995b-4a6f-bef9-2499dbf4bc74","block_type":"box","text":"S&P 100","page_number":68,"box":{"x":59,"y":589,"width":59,"height":9}},{"id":"52d64b01-945a-4bf2-973e-b069c1a75cf7","block_type":"box","text":"®","page_number":68,"box":{"x":119,"y":587,"width":9,"height":6}},{"id":"5977a485-19de-4f4c-b160-23773f490d1b","block_type":"box","text":"Number of Components: approximately 101","page_number":68,"box":{"x":60,"y":607,"width":313,"height":12}},{"id":"dd56598b-2df0-4018-83ed-2b67f4f213e1","block_type":"box","text":"Index Description.","page_number":68,"box":{"x":60,"y":630,"width":130,"height":12}},{"id":"aed9e102-28ff-4718-8a78-17097e847099","block_type":"box","text":"The S&P 100","page_number":68,"box":{"x":195,"y":630,"width":90,"height":9}},{"id":"884ccdb1-293a-4528-a28c-69803d561f81","block_type":"box","text":"®","page_number":68,"box":{"x":286,"y":628,"width":9,"height":6}},{"id":"4d6aa50d-b1ef-4fbe-85df-b80cb9ba5888","block_type":"box","text":"is a capitalization-weighted index representing stocks from a broad range of industries,","page_number":68,"box":{"x":301,"y":630,"width":608,"height":12}},{"id":"4347ee6f-1aec-4eec-b76b-e724a74f2457","block_type":"box","text":"chosen for market size, liquidity and industry group representation. It is a subset of the S&P 500","page_number":68,"box":{"x":59,"y":645,"width":669,"height":12}},{"id":"f3b5e41f-1c05-4879-a115-d4fe008fcf90","block_type":"box","text":"®","page_number":68,"box":{"x":729,"y":643,"width":9,"height":6}},{"id":"93122866-dccc-47b5-83c1-abb6670a8eaa","block_type":"box","text":"and consists of blue chip","page_number":68,"box":{"x":744,"y":645,"width":173,"height":12}},{"id":"b3bf071e-9960-42ab-97d2-2a72fc6001fb","block_type":"box","text":"stocks from diverse industries in the S&P 500","page_number":68,"box":{"x":59,"y":660,"width":316,"height":10}},{"id":"dd3640c3-bc3e-485e-a6df-edb28cd207de","block_type":"box","text":"®","page_number":68,"box":{"x":377,"y":658,"width":9,"height":6}},{"id":"b31d654d-7019-4dc3-b43c-2786998a712b","block_type":"box","text":"with exchange listed options. The Underlying Index is a widely tracked index","page_number":68,"box":{"x":390,"y":660,"width":535,"height":12}},{"id":"5b50331d-6e10-4837-aca3-490f2acd6d72","block_type":"box","text":"for blue-chip stocks. The S&P 100","page_number":68,"box":{"x":59,"y":675,"width":236,"height":12}},{"id":"27e004c5-fec2-4e23-898a-7685976aca31","block_type":"box","text":"®","page_number":68,"box":{"x":296,"y":673,"width":9,"height":7}},{"id":"76ada08d-897d-4ec8-be28-cb1bf0a6599c","block_type":"box","text":"serves as the basis for the S&P 100","page_number":68,"box":{"x":311,"y":675,"width":242,"height":10}},{"id":"ca750459-3821-4e02-9e9f-e0a160aecdf7","block_type":"box","text":"®","page_number":68,"box":{"x":554,"y":673,"width":9,"height":7}},{"id":"e117032d-8a98-4f46-b049-6534e4c477bd","block_type":"box","text":"options contract which trades on the Chicago Board","page_number":68,"box":{"x":568,"y":675,"width":365,"height":12}},{"id":"1b4d1f27-372a-4a28-b952-5889923830a4","block_type":"box","text":"of Options Exchange.","page_number":68,"box":{"x":59,"y":690,"width":149,"height":13}},{"id":"4d928305-197f-445c-99e9-16de576de0e5","block_type":"box","text":"S&P 500","page_number":68,"box":{"x":59,"y":717,"width":60,"height":9}},{"id":"7a642ea7-b996-4608-8277-acf976aecd3c","block_type":"box","text":"®","page_number":68,"box":{"x":120,"y":713,"width":6,"height":5}},{"id":"f206532e-f3e4-4ac1-805b-c6c9880547d1","block_type":"box","text":"3% Capped Index (USD)","page_number":68,"box":{"x":131,"y":717,"width":175,"height":12}},{"id":"b808fc4c-f13c-40e9-bc03-99f57ae510db","block_type":"box","text":"Number of Components: approximately 503","page_number":68,"box":{"x":60,"y":736,"width":317,"height":12}},{"id":"a02ddacc-0901-4cd8-92eb-07ffc7901e1e","block_type":"box","text":"Index Description.","page_number":68,"box":{"x":60,"y":758,"width":130,"height":13}},{"id":"d38b5ebf-f8ef-436f-bfd1-a3f637b7851b","block_type":"box","text":"The S&P 500","page_number":68,"box":{"x":195,"y":758,"width":90,"height":10}},{"id":"ee9ac526-552e-494c-8af6-cad97fc7895f","block_type":"box","text":"®","page_number":68,"box":{"x":286,"y":755,"width":6,"height":4}},{"id":"994ab353-6ed0-4acb-bb6b-0f28481382f1","block_type":"box","text":"3% Capped Index (USD) imposes capped weights on companies in the S&P 500 (the","page_number":68,"box":{"x":298,"y":758,"width":591,"height":13}},{"id":"af36160c-3b07-4361-8a13-f9165ead585d","block_type":"box","text":"“Parent Index”). The weight of each stock is based on its float-adjusted market capitalization but is modified such that no","page_number":68,"box":{"x":59,"y":773,"width":850,"height":13}},{"id":"cf53b130-c1e9-4995-a193-96b8a11fd079","block_type":"box","text":"company has a weight over 3% as of each rebalancing.","page_number":68,"box":{"x":59,"y":788,"width":384,"height":13}},{"id":"383d7b83-da36-446e-8463-2a772c9bf482","block_type":"box","text":"Index Methodology:","page_number":68,"box":{"x":60,"y":815,"width":144,"height":12}},{"id":"0b59c36f-0b54-47c4-a70b-a8f24a5208e4","block_type":"box","text":"The Underlying Index comprises the constituents of the Parent Index. Constituents removed from the","page_number":68,"box":{"x":209,"y":815,"width":710,"height":12}},{"id":"7cf2451a-7333-4074-ae12-105c1d60f15f","block_type":"box","text":"Parent Index are removed from the Underlying Index simultaneously. All index adjustments and corporate action treatments","page_number":68,"box":{"x":60,"y":830,"width":867,"height":12}},{"id":"0420575c-8e83-43a2-993a-44996525b73d","block_type":"box","text":"follow that of the Parent Index.","page_number":68,"box":{"x":59,"y":845,"width":215,"height":10}},{"id":"c2b24541-88ec-4748-9391-989d97c05aff","block_type":"box","text":"57","page_number":68,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b1cbfdd4-8bd6-4fb5-a17f-5c77823d7c54","block_type":"box","text":"In the Underlying Index’s capping process, every constituent company with a weight exceeding 3% at rebalancing is reduced","page_number":69,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"389fcf1e-71c4-4d6c-811a-d84ebcd87d92","block_type":"box","text":"to 3% and any excess weight is redistributed proportionally among all uncapped companies. This capping process is","page_number":69,"box":{"x":59,"y":82,"width":816,"height":12}},{"id":"c0ab47aa-bb3d-4e55-9be1-27a08d41fb4c","block_type":"box","text":"repeated iteratively until no company in the Underlying Index exceeds the 3% cap as of the quarterly rebalance.","page_number":69,"box":{"x":60,"y":97,"width":778,"height":12}},{"id":"f41a89cf-59cd-4f31-9847-77cb84f4debf","block_type":"box","text":"S&P 500 ex-S&P 100 Select Index","page_number":69,"box":{"x":59,"y":123,"width":240,"height":10}},{"id":"7562e2e9-43f2-4f60-a2c2-c36b2c2d4139","block_type":"box","text":"Number of Components: approximately 402","page_number":69,"box":{"x":60,"y":142,"width":316,"height":13}},{"id":"bd7c52ef-7c1c-46d9-9ac1-f63f5630125d","block_type":"box","text":"Index Description.","page_number":69,"box":{"x":60,"y":165,"width":130,"height":12}},{"id":"53c918ef-f1f6-4fed-8025-3d135f917681","block_type":"box","text":"The S&P 500 ex-S&P 100 Select Index is designed to measure the capped market capitalization weighted","page_number":69,"box":{"x":195,"y":165,"width":734,"height":12}},{"id":"9411635b-1091-4701-b0cc-be7e887b7143","block_type":"box","text":"performance of companies in the S&P 500 Index, excluding those in the S&P 100 Index.","page_number":69,"box":{"x":59,"y":180,"width":611,"height":12}},{"id":"2778c6e9-e639-4f35-954c-b26c7de5b460","block_type":"box","text":"For capping purposes, at each quarterly rebalance in March, June, September, and December, the weight of any single issuer","page_number":69,"box":{"x":60,"y":206,"width":867,"height":13}},{"id":"e4f45a9e-1908-4b34-b06f-8feeabd27eab","block_type":"box","text":"will not exceed 22.5% of the index; and the aggregate weight of issuers with individual weights exceeding 4.5% will not","page_number":69,"box":{"x":59,"y":222,"width":839,"height":12}},{"id":"c634d09a-cf05-43d4-a077-3e7c335cd700","block_type":"box","text":"exceed 48% of the index.","page_number":69,"box":{"x":59,"y":237,"width":176,"height":9}},{"id":"595df17a-5335-46db-b040-c0b1f3dd71f9","block_type":"box","text":"A company is immediately added to the Underlying Index if it is dropped from the S&P 100 and remains in the S&P 500 for a","page_number":69,"box":{"x":59,"y":263,"width":869,"height":12}},{"id":"a1b822a1-278f-4f22-b71f-1a281b0fcfe3","block_type":"box","text":"reason other than acquisition, delisting from a major exchange, change in domicile, or bankruptcy. In addition, if a company","page_number":69,"box":{"x":60,"y":278,"width":867,"height":13}},{"id":"2ebc5dc0-ccbf-4962-8bdb-a272d71a4f7f","block_type":"box","text":"is added to the S&P 500 but not the S&P 100, it is immediately added to the S&P 500 ex-S&P 100 Select Index.","page_number":69,"box":{"x":60,"y":293,"width":770,"height":13}},{"id":"41287dc3-325b-4756-8a9a-44b55ac97bfc","block_type":"box","text":"All companies added to the S&P 100 are immediately removed from the Underlying Index.","page_number":69,"box":{"x":59,"y":320,"width":629,"height":12}},{"id":"f47fe1fe-681f-4382-9a29-d5a13ba0ca7c","block_type":"box","text":"S&P 500 Growth Index","page_number":69,"box":{"x":59,"y":346,"width":163,"height":10}},{"id":"4cba5162-178f-4e3b-b993-3e8e9a371353","block_type":"box","text":"TM","page_number":69,"box":{"x":222,"y":345,"width":18,"height":6}},{"id":"43c4953b-c699-4698-a355-527c1152b32b","block_type":"box","text":"Number of Components: approximately 143","page_number":69,"box":{"x":60,"y":365,"width":316,"height":13}},{"id":"0e6ae28e-f2ad-46b0-9a70-3b6fe0250d4b","block_type":"box","text":"Index Description.","page_number":69,"box":{"x":60,"y":388,"width":130,"height":12}},{"id":"76be8900-c3d5-4ba7-bcc2-7e71a2696117","block_type":"box","text":"The S&P 500 Growth Index","page_number":69,"box":{"x":195,"y":388,"width":191,"height":10}},{"id":"cb3fbfb9-a219-4aa2-adbc-0bf203bb4fbd","block_type":"box","text":"TM","page_number":69,"box":{"x":386,"y":386,"width":17,"height":6}},{"id":"8a997eff-d6d4-4277-8796-25dee5538480","block_type":"box","text":"is a capped market capitalization-weighted index representing stocks with","page_number":69,"box":{"x":409,"y":388,"width":518,"height":12}},{"id":"c9df4520-683b-4a43-bd55-a35d09b27721","block_type":"box","text":"growth characteristics from a broad range of industries.","page_number":69,"box":{"x":59,"y":403,"width":390,"height":12}},{"id":"c13b3141-dc9f-44e5-9df1-6287c56d3f59","block_type":"box","text":"The Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":69,"box":{"x":59,"y":429,"width":876,"height":13}},{"id":"834356d4-5b78-448c-8457-5de30c51e70e","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 23% of the index and the weight of companies","page_number":69,"box":{"x":59,"y":445,"width":838,"height":12}},{"id":"89f8a05d-07fb-4014-ae19-f17e03d65ad3","block_type":"box","text":"exceeding 4.8% weight of the index individually are capped at 50% of the index in aggregate. Additionally, if, on the third to","page_number":69,"box":{"x":59,"y":460,"width":865,"height":12}},{"id":"f1c5bc2d-bf77-440d-99da-ce0e5a2ec123","block_type":"box","text":"last business day of March, June, September, or December a company has an index weight greater than 24% or the sum of","page_number":69,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"d602737c-55b4-4c63-922c-8efd1ce5a2a4","block_type":"box","text":"the companies with weights greater than 4.8% exceeds 50%, a secondary reweighting is triggered with the rebalancing","page_number":69,"box":{"x":59,"y":490,"width":836,"height":12}},{"id":"4b5e33c2-907d-4416-9893-f0e7cf8e3a7d","block_type":"box","text":"effective date after the close of the last business day of the month.","page_number":69,"box":{"x":59,"y":505,"width":464,"height":12}},{"id":"4ee8e333-02c7-42e3-b882-bbee3b938042","block_type":"box","text":"S&P 500 Sustainability Screened Index","page_number":69,"box":{"x":59,"y":531,"width":278,"height":13}},{"id":"0cb5ef03-8887-456a-adda-14dc6dbbe13b","block_type":"box","text":"Number of Components: approximately 441","page_number":69,"box":{"x":60,"y":558,"width":314,"height":12}},{"id":"f101b865-af30-4315-8e04-005451e13da2","block_type":"box","text":"Index Description.","page_number":69,"box":{"x":60,"y":584,"width":130,"height":13}},{"id":"d19742bf-00a7-4049-b52b-35d6fbd8f42f","block_type":"box","text":"The S&P 500 Sustainability Screened Index is a float-adjusted market capitalization weighted index which","page_number":69,"box":{"x":195,"y":584,"width":738,"height":13}},{"id":"97233cba-5939-4c5f-bab7-3a20cca6a43b","block_type":"box","text":"measures the performance of the large-capitalization sector of the U.S. equity market, excluding companies involved in","page_number":69,"box":{"x":60,"y":600,"width":831,"height":12}},{"id":"ba1e0c70-76bc-4c1a-9b74-7d6b0b5f1b69","block_type":"box","text":"controversies and controversial business activities, as determined by the Index Provider. The Index Provider uses data and","page_number":69,"box":{"x":59,"y":615,"width":849,"height":12}},{"id":"4fc5f32a-ec5e-4952-bc8a-025bb70962b9","block_type":"box","text":"research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S&P Global Sustainable1","page_number":69,"box":{"x":60,"y":630,"width":847,"height":12}},{"id":"3dc1ae62-f4d7-4a1e-93c3-e0bf7e716d88","block_type":"box","text":"(“S1”) in the construction and maintenance of the Underlying Index.","page_number":69,"box":{"x":60,"y":645,"width":478,"height":12}},{"id":"355e5e68-24d5-4da8-a112-a19c73c1380e","block_type":"box","text":"The Index Provider starts with the S&P 500 and then excludes issuers in the following categories:","page_number":69,"box":{"x":59,"y":671,"width":678,"height":13}},{"id":"c74a1da4-1ef5-4bc3-bea4-e31cac48eeba","block_type":"box","text":"• Controversial weapons. All companies with direct involvement or via an ownership stake of greater than or equal to","page_number":69,"box":{"x":92,"y":691,"width":839,"height":13}},{"id":"e1bc4804-5ada-4f45-a571-050510ac5425","block_type":"box","text":"25% of companies involved in the core weapon system, or components/services of the core weapon system.","page_number":69,"box":{"x":125,"y":707,"width":762,"height":12}},{"id":"b59b962d-76ae-4f42-82cd-46e083a7415d","block_type":"box","text":"• Small arms. All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":69,"box":{"x":92,"y":727,"width":826,"height":12}},{"id":"e9cd71a8-1780-47e5-bf85-051fa190d181","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":69,"box":{"x":124,"y":742,"width":798,"height":12}},{"id":"c58f6fb6-c23d-4681-9616-b7542fd82ce0","block_type":"box","text":"small arms.","page_number":69,"box":{"x":124,"y":757,"width":79,"height":10}},{"id":"b5106ab0-2649-423a-9d29-06c6c2e47e0e","block_type":"box","text":"• Tobacco. All companies that manufacture tobacco products, derive 10% or more revenue from the supply of","page_number":69,"box":{"x":92,"y":777,"width":793,"height":13}},{"id":"5753adcd-98c5-425c-9a16-2d2c3c4a0339","block_type":"box","text":"tobacco-related products/services, or that derive 10% or more of its revenue from the distribution or retail sale of","page_number":69,"box":{"x":124,"y":792,"width":796,"height":13}},{"id":"fd52e752-a720-4c47-96d9-01ad3054f01c","block_type":"box","text":"tobacco products (or has an ownership stake of 25% or more in such a company).","page_number":69,"box":{"x":124,"y":807,"width":577,"height":13}},{"id":"1e4d811c-e68f-47c4-87eb-5d18183d3923","block_type":"box","text":"• Oil sands and shale energy. 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All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":70,"box":{"x":92,"y":67,"width":831,"height":12}},{"id":"e489a2af-07bc-4b02-9261-ddc35964a3f4","block_type":"box","text":"• Global Standards. 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The Underlying Index is a","page_number":71,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"155b9316-2d07-4a12-9c62-da3b4d16c595","block_type":"box","text":"subset of the S&P Global Broad Market Index and includes securities with a minimum float-adjusted market capitalization","page_number":71,"box":{"x":59,"y":127,"width":850,"height":12}},{"id":"9643f333-bacf-41d6-91bb-ecd66986faee","block_type":"box","text":"(“FMC”) of $300 million, a three-month Median Daily Value Traded (“MDTV”) of $2 million and may include large-, mid- or","page_number":71,"box":{"x":60,"y":142,"width":862,"height":13}},{"id":"8b4e9080-e015-4819-9fe4-cd20ea02c736","block_type":"box","text":"small-capitalization companies.","page_number":71,"box":{"x":59,"y":157,"width":220,"height":13}},{"id":"7aee340d-2c8a-412f-8c80-f5f02d68ab5c","block_type":"box","text":"Index Methodology.","page_number":71,"box":{"x":60,"y":184,"width":144,"height":12}},{"id":"48936629-14a0-4e84-86d0-6ac015dc807f","block_type":"box","text":"The Index Provider selects index constituents using a tiered approach consisting of Tier 1a, Tier 1b, and","page_number":71,"box":{"x":209,"y":184,"width":723,"height":12}},{"id":"f146910b-58f7-4e68-953b-f4ac6f2a1798","block_type":"box","text":"Tier 2, based on a company’s FactSet Revere Business Industry Classification System (“RBICS”) Focus Level 6 sub-industry,","page_number":71,"box":{"x":59,"y":199,"width":855,"height":12}},{"id":"3e241717-abd6-45c5-9bd6-6466cd79a7c6","block_type":"box","text":"which defines each company’s primary line of business. 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The Underlying Index measures the performance of the mid-capitalization sector of the U.S. equity market. The","page_number":71,"box":{"x":59,"y":698,"width":826,"height":12}},{"id":"72fa69d8-4b8c-4b8e-ae9e-bec155c670b7","block_type":"box","text":"securities added to the Underlying Index have a market capitalization between $7.4 billion and $20.5 billion at the time of","page_number":71,"box":{"x":59,"y":713,"width":847,"height":12}},{"id":"cacc3ade-d2e9-42f5-9778-dfce41b49b05","block_type":"box","text":"inclusion (which may fluctuate depending on the overall level of the equity markets) and are selected for liquidity and","page_number":71,"box":{"x":60,"y":728,"width":821,"height":12}},{"id":"a01c9230-cfda-413b-b592-f82537582246","block_type":"box","text":"industry group representation.","page_number":71,"box":{"x":60,"y":743,"width":211,"height":12}},{"id":"d5d271ae-3b29-43cc-a2f1-14618e5ff277","block_type":"box","text":"S&P MidCap 400 Growth Index","page_number":71,"box":{"x":59,"y":770,"width":224,"height":12}},{"id":"6fbd6ef2-b1ff-4d75-a0f8-7777a8963d4b","block_type":"box","text":"TM","page_number":71,"box":{"x":283,"y":768,"width":17,"height":6}},{"id":"9e96123a-bc25-4201-a26e-6f6e9bfce845","block_type":"box","text":"Number of Components: approximately 242","page_number":71,"box":{"x":60,"y":788,"width":316,"height":13}},{"id":"04f15661-46ba-42e0-a0aa-ab06abd232c4","block_type":"box","text":"Index Description.","page_number":71,"box":{"x":60,"y":811,"width":130,"height":13}},{"id":"852cde10-6f96-482a-824d-7fdffced9ec7","block_type":"box","text":"The S&P MidCap 400 Growth Index","page_number":71,"box":{"x":195,"y":811,"width":250,"height":13}},{"id":"d8e4aaa0-99f4-4148-a4ac-5466e4309ee8","block_type":"box","text":"TM","page_number":71,"box":{"x":445,"y":810,"width":17,"height":5}},{"id":"55a89103-fd20-43c5-82ed-f723b10e1cca","block_type":"box","text":"is a capped market capitalization-weighted index representing","page_number":71,"box":{"x":468,"y":811,"width":434,"height":13}},{"id":"484fac8e-abb6-4aa1-a2db-9b2198b47487","block_type":"box","text":"stocks with growth characteristics from a broad range of industries.","page_number":71,"box":{"x":59,"y":826,"width":474,"height":13}},{"id":"cb088588-f10b-4b2c-bdff-642bfc686347","block_type":"box","text":"The Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. 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The Index Provider uses","page_number":72,"box":{"x":60,"y":206,"width":861,"height":13}},{"id":"af79b513-6b60-4f38-890a-222368d1fae6","block_type":"box","text":"data and research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S1 in the","page_number":72,"box":{"x":59,"y":222,"width":807,"height":12}},{"id":"54096ffb-dd4a-46c7-8d24-850ae689a9ff","block_type":"box","text":"construction and maintenance of the Underlying Index.","page_number":72,"box":{"x":59,"y":237,"width":387,"height":12}},{"id":"b9ef99e5-96e2-4bec-8c83-e73903cdfff1","block_type":"box","text":"The Index Provider starts with the S&P MidCap 400 and then excludes issuers in the following categories:","page_number":72,"box":{"x":59,"y":263,"width":737,"height":12}},{"id":"c2987674-cfc1-4976-b729-06ceb9c761cf","block_type":"box","text":"• Controversial weapons. All companies with direct involvement or via an ownership stake of greater than or equal to","page_number":72,"box":{"x":92,"y":283,"width":839,"height":13}},{"id":"16205119-0c6a-465f-855d-59c123790b7a","block_type":"box","text":"25% of companies involved in the core weapon system, or components/services of the core weapon system.","page_number":72,"box":{"x":125,"y":298,"width":762,"height":13}},{"id":"d366e9c9-5774-4ba6-9fba-3076fd446560","block_type":"box","text":"• Small arms. All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":72,"box":{"x":92,"y":319,"width":826,"height":12}},{"id":"7882ebdc-2d54-4f99-b9a8-5f30e5ce6a15","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":72,"box":{"x":124,"y":334,"width":798,"height":12}},{"id":"2f34bace-15f5-43bd-bd18-af9984cd6ddd","block_type":"box","text":"small arms.","page_number":72,"box":{"x":124,"y":349,"width":79,"height":10}},{"id":"dfa731f0-5df6-4293-af59-8514143baeb6","block_type":"box","text":"• Tobacco. All companies that manufacture tobacco products, derive 10% or more revenue from the supply of","page_number":72,"box":{"x":92,"y":369,"width":793,"height":12}},{"id":"d8bcb1fc-8236-4968-ac99-cdd37ec3f28c","block_type":"box","text":"tobacco-related products/services, or that derive 10% or more of its revenue from the distribution or retail sale of","page_number":72,"box":{"x":124,"y":384,"width":796,"height":12}},{"id":"28a94f82-222d-4f4c-a1bb-216bbd4a8716","block_type":"box","text":"tobacco products (or has an ownership stake of 25% or more in such a company).","page_number":72,"box":{"x":124,"y":399,"width":577,"height":13}},{"id":"d5267506-1e1d-45f8-b837-0dfc9bf1a55f","block_type":"box","text":"• Oil sands and shale energy. 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All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":72,"box":{"x":92,"y":490,"width":831,"height":12}},{"id":"edeb73cf-9417-4971-a836-722720991122","block_type":"box","text":"• Global Standards. 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The stocks in the Underlying Index have a market capitalization between $1.1","page_number":73,"box":{"x":59,"y":562,"width":863,"height":12}},{"id":"e9155ae9-194f-4094-95cd-976a86941cb3","block_type":"box","text":"billion and $7.4 billion (which may fluctuate depending on the overall performance of the equity markets) and are selected for","page_number":73,"box":{"x":60,"y":577,"width":879,"height":12}},{"id":"e5865076-6a7b-4d6c-a57e-20da4106c865","block_type":"box","text":"liquidity and industry group representation.","page_number":73,"box":{"x":60,"y":592,"width":302,"height":12}},{"id":"562fe764-ee17-41a5-95cc-e881f79b2872","block_type":"box","text":"S&P SmallCap 600 Sustainability Screened Index","page_number":73,"box":{"x":59,"y":618,"width":351,"height":13}},{"id":"d521d433-8046-460b-aa46-0e850be19d10","block_type":"box","text":"Number of Components: approximately 551","page_number":73,"box":{"x":60,"y":645,"width":314,"height":12}},{"id":"58817c41-2e03-4f54-b80d-7518d7e0bada","block_type":"box","text":"Index Description.","page_number":73,"box":{"x":60,"y":671,"width":130,"height":13}},{"id":"b0fc09f3-0c94-48b9-9ef1-2dc2570237cc","block_type":"box","text":"The S&P SmallCap 600 Sustainability Screened Index is a float-adjusted market capitalization weighted","page_number":73,"box":{"x":195,"y":671,"width":720,"height":13}},{"id":"c1523d5a-68ee-4164-9a1e-798ccbaad286","block_type":"box","text":"index which measures the performance of the small-capitalization sector of the U.S. equity market, excluding companies","page_number":73,"box":{"x":60,"y":686,"width":844,"height":13}},{"id":"68925d02-b134-425c-b290-afc81006d0cb","block_type":"box","text":"involved in controversies and controversial business activities, as determined by the Index Provider. The Index Provider uses","page_number":73,"box":{"x":60,"y":702,"width":861,"height":12}},{"id":"ee1bc042-ac05-43d5-b7f1-0bbfe26264bc","block_type":"box","text":"data and research analysis from Trucost, Sustainalytics and S&P Global Business Involvement Screens and S1 in the","page_number":73,"box":{"x":59,"y":717,"width":807,"height":12}},{"id":"0cbbea4e-dfc5-4ca9-9fd0-8adb7b777ae5","block_type":"box","text":"construction and maintenance of the Underlying Index.","page_number":73,"box":{"x":59,"y":732,"width":387,"height":12}},{"id":"e4831909-1f86-44a2-9410-10e9787ca29f","block_type":"box","text":"The Index Provider starts with the S&P SmallCap 600 and then excludes issuers in the following categories:","page_number":73,"box":{"x":59,"y":758,"width":748,"height":13}},{"id":"597d89e2-8c83-456b-a3bb-a25ad94391ab","block_type":"box","text":"• Controversial weapons. All companies with direct involvement or via an ownership stake of greater than or equal to","page_number":73,"box":{"x":92,"y":778,"width":839,"height":13}},{"id":"abbe48e7-a923-41fb-b4b2-fc4cf1c64357","block_type":"box","text":"25% of companies involved in the core weapon system, or components/services of the core weapon system.","page_number":73,"box":{"x":125,"y":794,"width":762,"height":12}},{"id":"42817d6f-853a-41da-ab62-f6514a6adb65","block_type":"box","text":"• Small arms. All companies that manufacture and sell assault weapons or small arms (or key components of small","page_number":73,"box":{"x":92,"y":814,"width":826,"height":12}},{"id":"cb434aa8-6c0f-47d0-90d2-eacad0b8fa5f","block_type":"box","text":"arms) to civilians or military/law enforcement, or that is involved in the retail or distribution of assault weapons or","page_number":73,"box":{"x":124,"y":829,"width":798,"height":12}},{"id":"4464fe7d-344f-40d3-bb62-a5b8d21ab6b4","block_type":"box","text":"small arms.","page_number":73,"box":{"x":124,"y":844,"width":79,"height":10}},{"id":"b7588c7d-413a-466c-ac0b-08071670d125","block_type":"box","text":"• Tobacco. All companies that manufacture tobacco products, derive 10% or more revenue from the supply of","page_number":73,"box":{"x":92,"y":864,"width":793,"height":12}},{"id":"7abac19b-ab38-4b60-9966-9adadf6ff2a9","block_type":"box","text":"62","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"726e42f6-1c02-4113-82d5-7364b6b7ca03","block_type":"box","text":"tobacco-related products/services, or that derive 10% or more of its revenue from the distribution or retail sale of","page_number":74,"box":{"x":124,"y":67,"width":796,"height":12}},{"id":"02ed3504-30d7-47a5-a09f-db509e0bd927","block_type":"box","text":"tobacco products (or has an ownership stake of 25% or more in such a company).","page_number":74,"box":{"x":124,"y":82,"width":577,"height":12}},{"id":"84d81ff9-3df7-40f5-b27c-3eb50c4c2ab2","block_type":"box","text":"• Oil sands and shale energy. All companies deriving 5% or more revenue from oil sands extraction or shale energy","page_number":74,"box":{"x":92,"y":102,"width":823,"height":12}},{"id":"92486d32-87b2-42cd-8c98-5459eab4cb5e","block_type":"box","text":"exploration or production.","page_number":74,"box":{"x":124,"y":117,"width":183,"height":12}},{"id":"40ea81d0-c363-4843-ac13-f33c7b02e445","block_type":"box","text":"• Thermal coal. All companies deriving 5% or more revenue from thermal coal extraction and thermal-coal-related","page_number":74,"box":{"x":92,"y":137,"width":822,"height":13}},{"id":"5ef03105-9140-43b0-b613-94712c7e90b7","block_type":"box","text":"power generation.","page_number":74,"box":{"x":124,"y":153,"width":127,"height":12}},{"id":"2c77e7c3-e044-4b0a-a5cb-42a88927057b","block_type":"box","text":"• Fossil fuel reserves. All companies with specific fossil fuel reserves, as measured by S&P Trucost Limited (Trucost).","page_number":74,"box":{"x":92,"y":172,"width":831,"height":13}},{"id":"831abc97-fa73-4953-b784-260da58d54f1","block_type":"box","text":"• ESG Controversies as determined by S1.","page_number":74,"box":{"x":92,"y":193,"width":309,"height":12}},{"id":"c5c5ee71-ae69-40ed-9f79-1e67fd87fbe9","block_type":"box","text":"Global Standards. All companies considered “non-compliant” with United Nations (UN) Global Compact Principles, as","page_number":74,"box":{"x":59,"y":219,"width":824,"height":12}},{"id":"4bf77d4c-dd33-492d-9d1b-72d58b29c7f9","block_type":"box","text":"determined by Sustainalytics.","page_number":74,"box":{"x":59,"y":234,"width":204,"height":13}},{"id":"a64219bb-37e0-494b-aec9-757594ecfbc7","block_type":"box","text":"S&P SmallCap 600 Value Index","page_number":74,"box":{"x":59,"y":261,"width":222,"height":12}},{"id":"adff0031-cb2b-4e72-adea-fa00769db71d","block_type":"box","text":"TM","page_number":74,"box":{"x":281,"y":259,"width":17,"height":6}},{"id":"4ae7efc4-c0fb-4b37-8ad9-3c48640225c8","block_type":"box","text":"Number of Components: approximately 458","page_number":74,"box":{"x":60,"y":280,"width":317,"height":12}},{"id":"240c64e5-77ef-4c49-b7af-a88e530e06f0","block_type":"box","text":"Index Description.","page_number":74,"box":{"x":60,"y":302,"width":130,"height":13}},{"id":"6a650edc-250d-4a37-b0b8-a0688635bba7","block_type":"box","text":"The S&P SmallCap 600 Value Index","page_number":74,"box":{"x":195,"y":302,"width":247,"height":13}},{"id":"36cc7ed1-7c83-4e44-a00d-19b2303d58c5","block_type":"box","text":"TM","page_number":74,"box":{"x":442,"y":301,"width":17,"height":5}},{"id":"f1f10f2c-9499-474f-bf79-6e8a018be436","block_type":"box","text":"is a capped market capitalization-weighted index representing","page_number":74,"box":{"x":465,"y":302,"width":434,"height":13}},{"id":"76abdcf2-8046-41e8-97a5-69198d16929e","block_type":"box","text":"stocks with value characteristics from a broad range of industries.","page_number":74,"box":{"x":59,"y":317,"width":460,"height":13}},{"id":"e9cd0bbe-fcff-4119-8efc-bd4f4a6601d7","block_type":"box","text":"The Index is rebalanced quarterly after the close of business on the third Friday of March, June, September, and December. At","page_number":74,"box":{"x":59,"y":344,"width":876,"height":12}},{"id":"5033b880-c0c0-48f9-b0f4-73c3ffc0ec60","block_type":"box","text":"each quarterly rebalance, the weight of any single company is capped at 23% of the index and the weight of companies","page_number":74,"box":{"x":59,"y":359,"width":838,"height":12}},{"id":"c58fae49-b4e1-4352-a8b3-b6dd166093f5","block_type":"box","text":"exceeding 4.8% weight of the index individually are capped at 50% of the index in aggregate. Additionally, if, on the third to","page_number":74,"box":{"x":59,"y":374,"width":865,"height":12}},{"id":"7f4edc2f-0238-46f0-95e3-846a9e8fcd17","block_type":"box","text":"last business day of March, June, September, or December a company has an index weight greater than 24% or the sum of","page_number":74,"box":{"x":60,"y":389,"width":859,"height":12}},{"id":"719b8a4d-5b4b-4934-ab88-39cb8a1660b6","block_type":"box","text":"the companies with weights greater than 4.8% exceeds 50%, a secondary reweighting is triggered with the rebalancing","page_number":74,"box":{"x":59,"y":404,"width":836,"height":13}},{"id":"5f4d88da-8e51-47f1-a93d-04e3b31aa864","block_type":"box","text":"effective date after the close of the last business day of the month.","page_number":74,"box":{"x":59,"y":419,"width":464,"height":13}},{"id":"ca3bd727-7142-448f-a5b7-da0675d4a55b","block_type":"box","text":"S&P Total Market Index™","page_number":74,"box":{"x":59,"y":446,"width":182,"height":10}},{"id":"c23bf825-c02a-423a-84b2-c05b9259a532","block_type":"box","text":"Number of Components: approximately 3,844","page_number":74,"box":{"x":60,"y":465,"width":331,"height":12}},{"id":"0d7499d3-c7aa-48ef-a4f9-923480a5139b","block_type":"box","text":"Index Description.","page_number":74,"box":{"x":60,"y":487,"width":130,"height":13}},{"id":"6a5c6cbf-99b2-40f7-9caa-5becc4bfd631","block_type":"box","text":"The S&P Total Market Index™ is composed of S&P 500","page_number":74,"box":{"x":195,"y":487,"width":384,"height":13}},{"id":"762280b5-ca00-4a4a-abee-92e23414ec4c","block_type":"box","text":"®","page_number":74,"box":{"x":581,"y":486,"width":9,"height":6}},{"id":"1c4ed10d-cee0-4c18-abfa-65736863f6dc","block_type":"box","text":"members and S&P Completion Index™","page_number":74,"box":{"x":595,"y":487,"width":272,"height":13}},{"id":"850358c6-3c56-4b27-9a22-5dde427b5be3","block_type":"box","text":"members, which together are designed to track the broad equity market, including large-, mid-, small- and micro","page_number":74,"box":{"x":60,"y":503,"width":796,"height":12}},{"id":"399792f6-aa82-4b0b-a2c1-790f1375d38e","block_type":"box","text":"capitalization companies. The index includes all eligible common equities listed on the NYSE (including NYSE Arca and NYSE","page_number":74,"box":{"x":59,"y":518,"width":870,"height":12}},{"id":"85e85ab9-400a-4031-8a61-6c350abbdf95","block_type":"box","text":"American), the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market and Cboe BZX, Cboe BYX,","page_number":74,"box":{"x":59,"y":533,"width":879,"height":12}},{"id":"8d43a959-d787-4237-aed0-fde9174c52a7","block_type":"box","text":"Cboe EDGA and Cboe EDGX, Inc. The securities in the S&P Total Market Index™ are weighted based on the float-adjusted","page_number":74,"box":{"x":59,"y":548,"width":850,"height":12}},{"id":"1c926844-4c6d-4584-ba22-b1d0b92eb322","block_type":"box","text":"market value of their outstanding shares. Securities with higher float-adjusted market values have a larger representation in","page_number":74,"box":{"x":60,"y":563,"width":863,"height":12}},{"id":"887db170-0ea6-4816-a837-d667b2c278ba","block_type":"box","text":"the S&P Total Market Index™. The S&P Completion measures the performance of the large-capitalization sector of the U.S.","page_number":74,"box":{"x":59,"y":578,"width":858,"height":12}},{"id":"a3502374-1b9f-4bd0-bef0-97d1983d9cf4","block_type":"box","text":"equity market. The S&P 500 measures the performance of the mid-, small- and micro-capitalization sector of the U.S. equity","page_number":74,"box":{"x":59,"y":593,"width":869,"height":13}},{"id":"8c5ebd5b-1bbb-4442-8dc2-0ba40d0a5c1e","block_type":"box","text":"market.","page_number":74,"box":{"x":60,"y":608,"width":51,"height":10}},{"id":"f20f5c18-644a-4b8f-b6dd-85c14d9b9f17","block_type":"box","text":"S&P U.S. Manufacturing Select Index","page_number":74,"box":{"x":59,"y":635,"width":266,"height":12}},{"id":"7071c677-641c-422a-b7af-7aabb4edd14e","block_type":"box","text":"®","page_number":74,"box":{"x":325,"y":633,"width":9,"height":6}},{"id":"2a5647fc-c7f3-4058-8fe0-0705791171ce","block_type":"box","text":"Number of Components: approximately 111","page_number":74,"box":{"x":60,"y":661,"width":312,"height":13}},{"id":"1ddc8e0e-bd38-4ab9-96b5-a490d3888b15","block_type":"box","text":"Index Description.","page_number":74,"box":{"x":60,"y":688,"width":130,"height":12}},{"id":"d88018fb-1e08-4007-bb7e-25c1f8532caa","block_type":"box","text":"The S&P U.S. Manufacturing Select Index is designed to measure the performance of equity securities of","page_number":74,"box":{"x":195,"y":688,"width":732,"height":12}},{"id":"f7e8cc56-1400-48be-a369-cf8f3c9c9746","block_type":"box","text":"U.S.-domiciled companies that are involved in manufacturing and manufacturing-related industries and that generate a","page_number":74,"box":{"x":60,"y":703,"width":835,"height":12}},{"id":"cb57223e-0dda-4410-9242-79e3d2c8f4dc","block_type":"box","text":"certain amount of revenues in the U.S., among other eligibility criteria, as determined by the Index Provider. The Underlying","page_number":74,"box":{"x":59,"y":718,"width":860,"height":12}},{"id":"c42cce33-5e64-42f8-b4b8-462e25721087","block_type":"box","text":"Index is a subset of the S&P United States BMI (the “Parent Index”), which includes all U.S.-domiciled companies, as","page_number":74,"box":{"x":60,"y":733,"width":810,"height":12}},{"id":"93e084a5-d7f5-47e6-a6e5-d2f9e713d3c3","block_type":"box","text":"determined by SPDJI.","page_number":74,"box":{"x":59,"y":748,"width":146,"height":13}},{"id":"052abb60-b491-4359-9e5c-a2636e9f03e2","block_type":"box","text":"Index Methodology:","page_number":74,"box":{"x":60,"y":775,"width":144,"height":12}},{"id":"fd6d5677-dee1-43dc-9d67-86777e05cdd4","block_type":"box","text":"All constituents of the Parent Index that meet the following eligibility criteria are included in the","page_number":74,"box":{"x":209,"y":775,"width":668,"height":12}},{"id":"62a8833a-6ac1-45f2-9e71-e17b98b87430","block_type":"box","text":"Underlying Index. A company must be classified in one of the following FactSet Revere Business Industry Classification","page_number":74,"box":{"x":60,"y":790,"width":827,"height":12}},{"id":"dd4fb202-7dc7-43b8-9875-4c03afdfb4f0","block_type":"box","text":"System (“RBICS”) categories:","page_number":74,"box":{"x":59,"y":805,"width":202,"height":12}},{"id":"923ced11-dbc4-4076-8e5e-ea1a33055669","block_type":"box","text":"• Industrial Manufacturing (L2);","page_number":74,"box":{"x":59,"y":831,"width":250,"height":13}},{"id":"86cd2a8d-05d3-469f-b9e2-d08bf3232baf","block_type":"box","text":"• Consumer Vehicles and Parts (L2); and","page_number":74,"box":{"x":59,"y":858,"width":310,"height":12}},{"id":"f5016e5b-db41-4b41-8c83-41d400be1a79","block_type":"box","text":"• A subset of the Electronic Components and Manufacturing (L2) category composed of Electronic Components (L3),","page_number":74,"box":{"x":59,"y":884,"width":853,"height":13}},{"id":"87b9fd5b-f75d-4c8c-9dc7-3f35033f6770","block_type":"box","text":"63","page_number":74,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d637b8ab-3ce7-44aa-b4e4-8986561bce5f","block_type":"box","text":"Electronic Equipment Manufacturing (L3), Manufacturing Equipment and Services (L3), and Semiconductor","page_number":75,"box":{"x":99,"y":67,"width":756,"height":12}},{"id":"5172f030-5ab2-4328-89f1-3ba15ef9fdea","block_type":"box","text":"Manufacturing Capital Equipment (L4).","page_number":75,"box":{"x":99,"y":82,"width":273,"height":12}},{"id":"811d98a6-6bb7-47a6-b012-f38a968fdc16","block_type":"box","text":"In the RBICS classification, L2 refers to a sector, L3 to a sub-sector, and L4 to an industry group.","page_number":75,"box":{"x":60,"y":108,"width":666,"height":13}},{"id":"4c06a3ec-5eaf-4cdf-a069-e1de26f7d733","block_type":"box","text":"Companies in the Industrial Manufacturing and Consumer Vehicles and Parts categories must derive at least 50% of their","page_number":75,"box":{"x":59,"y":135,"width":850,"height":12}},{"id":"e2bea334-a0ed-41a3-b0e2-acb6710e5814","block_type":"box","text":"annual revenues from the U.S. Companies in the Electronic Components and Manufacturing subset must derive at least 25%","page_number":75,"box":{"x":59,"y":150,"width":873,"height":12}},{"id":"cbb0e278-50f6-4824-95a2-8577f1c3320b","block_type":"box","text":"of their annual revenues from the U.S. In addition, eligible constituents must have a float-adjusted market capitalization of at","page_number":75,"box":{"x":59,"y":165,"width":871,"height":12}},{"id":"c8dc8533-eecf-49b8-8d67-65884e9f37df","block_type":"box","text":"least $2 billion and a three-month median daily value traded of at least $5 million.","page_number":75,"box":{"x":60,"y":180,"width":571,"height":12}},{"id":"4706c025-e3d0-4663-9c8c-b534cf16022d","block_type":"box","text":"Constituents of the Underlying Index are weighted by float-adjusted market capitalization through an optimization process,","page_number":75,"box":{"x":59,"y":206,"width":862,"height":13}},{"id":"4170d6ff-2c91-426d-992a-931f02fae70e","block_type":"box","text":"with a 4% cap on individual securities. In addition, a 15% cap is applied to the Consumer Vehicles and Parts category, the","page_number":75,"box":{"x":59,"y":222,"width":849,"height":12}},{"id":"1ce1edf7-7fe4-4aa4-80a6-94f34b050d3b","block_type":"box","text":"Electronic Components and Manufacturing subset, and each of the following subsets of the Industrial Manufacturing","page_number":75,"box":{"x":60,"y":237,"width":820,"height":12}},{"id":"cbe0ddd0-f059-4037-b5b0-ca0c9aeb42ed","block_type":"box","text":"category:","page_number":75,"box":{"x":59,"y":253,"width":64,"height":11}},{"id":"bbdee0d0-7809-406e-bf5a-1c6332943425","block_type":"box","text":"• Aerospace and Defense Manufacturing (L3)","page_number":75,"box":{"x":59,"y":278,"width":346,"height":13}},{"id":"d41e6672-7e64-4a8d-b546-c68a6c7c692f","block_type":"box","text":"• Electrical Equipment and Power Systems (L3)","page_number":75,"box":{"x":59,"y":305,"width":355,"height":12}},{"id":"e1896548-e3fc-4f14-af24-bdc83e84b3e3","block_type":"box","text":"• Transportation Equipment Manufacturing (L3)","page_number":75,"box":{"x":59,"y":331,"width":364,"height":13}},{"id":"44e232a6-107d-4f93-b01d-afecf4104a11","block_type":"box","text":"• Air, Liquid and Gas Control Equipment (L4)","page_number":75,"box":{"x":59,"y":358,"width":339,"height":12}},{"id":"d6893959-0642-4d9e-bb22-b654952b9944","block_type":"box","text":"• Factory Automation Equipment (L4)","page_number":75,"box":{"x":59,"y":384,"width":292,"height":12}},{"id":"d2ba937b-e1e7-424c-a5f4-c5ffe673f97c","block_type":"box","text":"• Industrial Machine Parts and Support Equipment (L4)","page_number":75,"box":{"x":59,"y":411,"width":413,"height":12}},{"id":"0a827886-fcf5-4e71-8bb5-666b109d37c2","block_type":"box","text":"• Natural Resource and Construction Machinery Makers (L4)","page_number":75,"box":{"x":59,"y":437,"width":452,"height":12}},{"id":"7b6fd43d-7555-4608-b2f0-2b501ede23a5","block_type":"box","text":"• Other Machinery Manufacturing (L4)","page_number":75,"box":{"x":59,"y":463,"width":299,"height":13}},{"id":"b5686da9-5452-4516-a7ea-6f7595d8ed72","block_type":"box","text":"• Tools and Outdoor Care Equipment (L4)","page_number":75,"box":{"x":59,"y":490,"width":319,"height":12}},{"id":"32ddf5f0-d079-4c39-aeb1-b5ace882dece","block_type":"box","text":"The Underlying Index is reconstituted annually after the close of the third Friday of December. The reference date for the","page_number":75,"box":{"x":59,"y":516,"width":842,"height":13}},{"id":"f779cb7f-1a22-4aff-b4d2-548404440fc5","block_type":"box","text":"reconstitutions is after the close of the third Friday of November. Additionally, the Underlying Index is rebalanced after the","page_number":75,"box":{"x":60,"y":531,"width":850,"height":13}},{"id":"7788be8e-a81e-476c-9aed-0598406ee44b","block_type":"box","text":"close of the third Friday of March, June, and September. The reference date for the rebalances is the Wednesday prior to the","page_number":75,"box":{"x":59,"y":547,"width":863,"height":12}},{"id":"bd3875cd-5da1-4e2d-a530-1b1876704c73","block_type":"box","text":"second Friday of March, June, and September, respectively.","page_number":75,"box":{"x":59,"y":562,"width":409,"height":12}},{"id":"81201f70-c51d-4e72-8c12-a9811c4201d1","block_type":"box","text":"Investment Policies","page_number":75,"box":{"x":62,"y":592,"width":318,"height":24}},{"id":"8eacd743-a854-4028-954c-df5bab1f0866","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":75,"box":{"x":59,"y":634,"width":834,"height":12}},{"id":"cd37bb98-9109-4d7a-97a0-71e5eb182996","block_type":"box","text":"without the approval of the holders of a majority of the applicable Fund’s outstanding voting securities. A vote of a majority","page_number":75,"box":{"x":59,"y":649,"width":865,"height":12}},{"id":"f1fcbc77-db6b-4fd0-9f39-3cdaf3639706","block_type":"box","text":"of the outstanding voting securities of a Fund is defined in the 1940 Act as the lesser of (i) 67% or more of the voting","page_number":75,"box":{"x":59,"y":664,"width":820,"height":12}},{"id":"cd17558e-346f-44df-9863-f2f67b1e8212","block_type":"box","text":"securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of the Fund","page_number":75,"box":{"x":59,"y":679,"width":872,"height":12}},{"id":"2aa90e90-ecae-400e-9de2-d1263acf5834","block_type":"box","text":"are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each Fund has also","page_number":75,"box":{"x":59,"y":694,"width":861,"height":12}},{"id":"9632cc62-c5ad-462e-a663-fd1cd549f5d0","block_type":"box","text":"adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental investment","page_number":75,"box":{"x":59,"y":709,"width":836,"height":12}},{"id":"d7577bce-e18e-430f-add8-93163a6675bb","block_type":"box","text":"policies may be changed by the Board without shareholder approval. Therefore, each Fund may change its investment","page_number":75,"box":{"x":59,"y":724,"width":826,"height":13}},{"id":"5b8b3bc5-f1fc-4e42-bb84-7babef04bea0","block_type":"box","text":"objective and its Underlying Index without shareholder approval.","page_number":75,"box":{"x":59,"y":739,"width":451,"height":13}},{"id":"340f5e89-b26b-49dd-91e8-e3f8810ef5ae","block_type":"box","text":"Fundamental Investment Policies","page_number":75,"box":{"x":60,"y":766,"width":237,"height":10}},{"id":"f55b3a9c-9c6f-49dc-b3e6-528ecff9430c","block_type":"box","text":"Each Fund (other than the iShares MSCI USA Quality GARP ETF, iShares Preferred and Income Securities ETF, iShares","page_number":75,"box":{"x":60,"y":792,"width":840,"height":13}},{"id":"e09f8a88-aeb8-4434-96d4-4f709050a5fc","block_type":"box","text":"Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares Russell Top 200 Value ETF, iShares S&P 500 3% Capped","page_number":75,"box":{"x":60,"y":807,"width":874,"height":13}},{"id":"00f77e93-b833-408c-bbe0-b3e8821c560d","block_type":"box","text":"ETF, iShares S&P 500 ex S&P 100 ETF, iShares Texas Equity ETF, iShares U.S. Aerospace & Defense ETF, iShares U.S.","page_number":75,"box":{"x":60,"y":823,"width":823,"height":12}},{"id":"c4925ec2-e8bb-451b-80c5-0f3b0da0feec","block_type":"box","text":"Broker-Dealers & Securities Exchanges ETF, iShares U.S. Digital Infrastructure and Real Estate ETF, iShares U.S. Healthcare","page_number":75,"box":{"x":60,"y":838,"width":877,"height":12}},{"id":"6ab57719-7bc1-490a-986e-be8f19c4f3cf","block_type":"box","text":"Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructure ETF, iShares U.S. Insurance ETF, iShares","page_number":75,"box":{"x":60,"y":853,"width":850,"height":11}},{"id":"525bd822-b6c9-4c17-9c7d-a3a6c19b85ae","block_type":"box","text":"U.S. Medical Devices ETF, iShares U.S. Oil & Gas Exploration & Production ETF, iShares U.S. Oil Equipment & Services ETF,","page_number":75,"box":{"x":60,"y":868,"width":868,"height":12}},{"id":"9f67abbe-506b-4cae-93e0-8ae527f8fe76","block_type":"box","text":"iShares U.S. Pharmaceuticals ETF and iShares U.S. Regional Banks ETF) will not:","page_number":75,"box":{"x":59,"y":883,"width":573,"height":12}},{"id":"21479d83-4c97-4e51-969a-c8bce3ac533e","block_type":"box","text":"64","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"96ad0e27-321c-45d8-8ffb-3d119456170d","block_type":"box","text":"1. Concentrate its investments (","page_number":76,"box":{"x":61,"y":67,"width":242,"height":12}},{"id":"62635757-bbac-43c7-8513-f42153ce2cab","block_type":"box","text":"i.e.","page_number":76,"box":{"x":304,"y":68,"width":18,"height":8}},{"id":"240a5e9a-3417-42ec-aa69-5a916d832f22","block_type":"box","text":", hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":76,"box":{"x":324,"y":67,"width":598,"height":12}},{"id":"91f16df9-7a08-4214-98a3-a9d3dea750b8","block_type":"box","text":"industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":76,"box":{"x":99,"y":82,"width":771,"height":12}},{"id":"589eb3f2-4b68-4e08-8807-0841d25094fc","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":76,"box":{"x":98,"y":97,"width":841,"height":12}},{"id":"f20acd4d-b8db-4e06-9082-e56815372f4f","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":76,"box":{"x":98,"y":112,"width":783,"height":12}},{"id":"6a8054bf-6cf3-433e-9b1d-e441707bd501","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":76,"box":{"x":98,"y":127,"width":777,"height":12}},{"id":"b7155ff0-95c0-42cb-bddd-84167e641d23","block_type":"box","text":"considered to be issued by members of any industry.","page_number":76,"box":{"x":98,"y":142,"width":367,"height":13}},{"id":"375c4b85-45a9-49c0-8c7a-a21bb1484711","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":76,"box":{"x":59,"y":162,"width":815,"height":13}},{"id":"a20ba2cf-be53-468e-bf66-5743f2a583f7","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":76,"box":{"x":98,"y":177,"width":807,"height":13}},{"id":"49d987ba-a8b1-4649-aa52-cd5a7cbdd5bd","block_type":"box","text":"securities, and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":76,"box":{"x":98,"y":193,"width":761,"height":12}},{"id":"a155a9ed-5eb5-4647-b718-367560b3b14e","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":76,"box":{"x":98,"y":208,"width":756,"height":12}},{"id":"78ed6626-c751-49d1-bfd8-a56e24d3029f","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":76,"box":{"x":98,"y":223,"width":815,"height":12}},{"id":"c5e59096-ca86-4cc8-bc67-a6f5090107b2","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":76,"box":{"x":99,"y":238,"width":826,"height":12}},{"id":"d4008cb6-b47d-4d66-9189-7de4727927e0","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":76,"box":{"x":98,"y":253,"width":716,"height":12}},{"id":"fe2c5fdd-8bf4-4509-a35b-1bbf2ff0d068","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or","page_number":76,"box":{"x":59,"y":273,"width":815,"height":13}},{"id":"74d6adb7-8a1a-4b7f-a808-445dd5382e40","block_type":"box","text":"otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":76,"box":{"x":98,"y":288,"width":575,"height":13}},{"id":"0f4f1b37-a9d9-490a-9cda-9c301d899b39","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted","page_number":76,"box":{"x":59,"y":308,"width":870,"height":13}},{"id":"91a57437-ebc7-4277-a89c-dc52ba2b4c6d","block_type":"box","text":"by regulatory authority having jurisdiction, from time to time.","page_number":76,"box":{"x":99,"y":324,"width":427,"height":12}},{"id":"2c43c0b4-7f8f-4465-9d54-816cfb5ea100","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":76,"box":{"x":59,"y":344,"width":860,"height":12}},{"id":"2baa9780-ee84-49b4-b967-336252d4368a","block_type":"box","text":"prevent each Fund from trading in futures contracts and options on futures contracts (including options on currencies","page_number":76,"box":{"x":98,"y":359,"width":829,"height":12}},{"id":"12f1daba-f080-45cb-b811-fc5aad5cd8e9","block_type":"box","text":"to the extent consistent with each Fund’s investment objective and policies).","page_number":76,"box":{"x":98,"y":374,"width":536,"height":12}},{"id":"4a0d56fd-42ae-47a1-9b16-f9578f81523e","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":76,"box":{"x":59,"y":394,"width":847,"height":13}},{"id":"b031521d-15c3-4b62-9bf9-bf901b720e21","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.","page_number":76,"box":{"x":98,"y":409,"width":694,"height":13}},{"id":"39fee3f7-bda6-42ff-95e3-0b70a3043922","block_type":"box","text":"The iShares U.S. Digital Infrastructure and Real Estate ETF will not:","page_number":76,"box":{"x":58,"y":436,"width":479,"height":12}},{"id":"4dffcd37-fff7-48aa-a2eb-869ac20a305d","block_type":"box","text":"1. Concentrate its investments (","page_number":76,"box":{"x":61,"y":456,"width":242,"height":12}},{"id":"be8d5322-f544-4bc9-9a63-dfdf3bc3906f","block_type":"box","text":"i.e.","page_number":76,"box":{"x":304,"y":457,"width":18,"height":9}},{"id":"c400ae2b-2e89-49be-8db4-926005940a20","block_type":"box","text":", hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":76,"box":{"x":324,"y":456,"width":598,"height":12}},{"id":"89a1f003-7f4d-45f4-957e-81c4762c34ad","block_type":"box","text":"industries), except that the Fund will concentrate to approximately the same extent that its Underlying Index","page_number":76,"box":{"x":99,"y":471,"width":760,"height":12}},{"id":"e7cb7866-1ba7-4be7-97fc-98daad63dfe4","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":76,"box":{"x":98,"y":486,"width":841,"height":12}},{"id":"42975423-1923-49d7-9117-a1fcedad6534","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":76,"box":{"x":98,"y":501,"width":783,"height":13}},{"id":"69ef549c-28e2-4834-9996-7797b0608f5f","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":76,"box":{"x":98,"y":516,"width":777,"height":13}},{"id":"b3295ba4-0d43-48c5-97de-a4c958a680fa","block_type":"box","text":"considered to be issued by members of any industry.","page_number":76,"box":{"x":98,"y":531,"width":367,"height":13}},{"id":"5adf1962-83e9-4a71-8c1a-001b7e20befd","block_type":"box","text":"2. Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes,","page_number":76,"box":{"x":59,"y":552,"width":878,"height":12}},{"id":"40288730-b73f-4e9a-8668-ddd1bb0e1c1b","block_type":"box","text":"including the meeting of redemption requests which might otherwise require the untimely disposition of securities, and","page_number":76,"box":{"x":99,"y":567,"width":836,"height":12}},{"id":"984a664e-b34e-42fd-8e10-ddf419b76fa6","block_type":"box","text":"(ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse","page_number":76,"box":{"x":99,"y":582,"width":790,"height":12}},{"id":"64fec44f-82d4-48c4-ae92-badb74669f7a","block_type":"box","text":"repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it","page_number":76,"box":{"x":99,"y":597,"width":838,"height":12}},{"id":"45c49286-4fd8-4475-9391-bd2622a3d4cc","block_type":"box","text":"engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of","page_number":76,"box":{"x":98,"y":612,"width":826,"height":12}},{"id":"83822c1c-397e-41af-a7da-2937a66df7c7","block_type":"box","text":"its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to","page_number":76,"box":{"x":99,"y":627,"width":803,"height":13}},{"id":"2a5c3391-a58f-468b-aacb-0ae5bff3a51f","block_type":"box","text":"exceed this amount will be reduced in accordance with applicable law.","page_number":76,"box":{"x":98,"y":642,"width":492,"height":13}},{"id":"ad3a8258-831c-43e6-bd99-2deae8601a2b","block_type":"box","text":"3. Issue “senior securities” as defined in the 1940 Act and the rules, regulations and orders thereunder, except as","page_number":76,"box":{"x":59,"y":663,"width":810,"height":12}},{"id":"4be0c6b7-4114-4675-a011-8ae4a285c49d","block_type":"box","text":"permitted under the 1940 Act and the rules, regulations and orders thereunder.","page_number":76,"box":{"x":98,"y":678,"width":554,"height":12}},{"id":"5c7d47a5-858b-458d-8ca9-54f9cdd042f3","block_type":"box","text":"4. Make loans. This restriction does not apply to: (i) the purchase of debt obligations in which the Fund may invest","page_number":76,"box":{"x":59,"y":698,"width":823,"height":12}},{"id":"530e9524-0520-4e7b-b439-fafb74076cee","block_type":"box","text":"consistent with its investment objectives and policies; (ii) repurchase agreements and reverse repurchase agreements;","page_number":76,"box":{"x":98,"y":713,"width":827,"height":12}},{"id":"8c5f13e3-4c5f-4b8c-9e3e-69e3290fb024","block_type":"box","text":"and (iii) loans of its portfolio securities, to the fullest extent permitted under the 1940 Act.","page_number":76,"box":{"x":98,"y":728,"width":629,"height":12}},{"id":"a3b25a6f-6b83-4b2a-9904-0acae926acbb","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":76,"box":{"x":59,"y":748,"width":860,"height":13}},{"id":"22c6b746-82fc-42f4-afc3-ff72cdccd687","block_type":"box","text":"prevent the Fund from trading in futures contracts and options on futures contracts (including options on currencies to","page_number":76,"box":{"x":98,"y":763,"width":837,"height":13}},{"id":"7e288c4d-4735-498a-bc4f-2c5a296541a9","block_type":"box","text":"the extent consistent with the Fund’s investment objective and policies).","page_number":76,"box":{"x":98,"y":778,"width":506,"height":13}},{"id":"20ac4ce8-ace1-4432-9a74-a88db24f25e2","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may","page_number":76,"box":{"x":59,"y":799,"width":836,"height":12}},{"id":"c53b1265-8585-48e3-a417-adc961d8937b","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act in disposing of portfolio securities.","page_number":76,"box":{"x":98,"y":814,"width":690,"height":12}},{"id":"ed803cc0-5027-4d55-8112-79e0dca1bae9","block_type":"box","text":"Each of the iShares U.S. Aerospace & Defense ETF, iShares U.S. Broker-Dealers & Securities Exchanges ETF, iShares U.S.","page_number":76,"box":{"x":60,"y":840,"width":856,"height":12}},{"id":"687a7c65-6cfa-4fb6-a81f-4b1113f9281f","block_type":"box","text":"Healthcare Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Insurance ETF, iShares U.S. Medical Devices","page_number":76,"box":{"x":60,"y":855,"width":861,"height":12}},{"id":"302d892f-58c4-4741-bf1b-6cfa5aaaa9c4","block_type":"box","text":"ETF, iShares U.S. Oil & Gas Exploration & Production ETF, iShares U.S. Oil Equipment & Services ETF, iShares U.S.","page_number":76,"box":{"x":60,"y":870,"width":803,"height":13}},{"id":"f4ff37cf-88cf-419f-8923-8e4f6c31c9ae","block_type":"box","text":"Pharmaceuticals ETF and iShares U.S. Regional Banks ETF will not:","page_number":76,"box":{"x":60,"y":886,"width":477,"height":12}},{"id":"14815987-8a58-4341-bf81-73aed39c48ee","block_type":"box","text":"65","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"5acbfdad-72ce-4575-bc37-8c6616486e3e","block_type":"box","text":"1. Concentrate its investments (","page_number":77,"box":{"x":61,"y":67,"width":242,"height":12}},{"id":"a1f10dca-5c05-4784-b4e2-13c98987692e","block_type":"box","text":"i.e.,","page_number":77,"box":{"x":304,"y":68,"width":22,"height":10}},{"id":"6ffb7723-134d-498f-8f4b-43b079579613","block_type":"box","text":"hold 25% or more of its total assets in the stocks of a particular industry or group of","page_number":77,"box":{"x":332,"y":67,"width":590,"height":12}},{"id":"a9c1e59e-7628-478b-987a-641ed02875cc","block_type":"box","text":"industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":77,"box":{"x":99,"y":82,"width":771,"height":12}},{"id":"683ac27c-e7dc-4e54-96b2-d5aaf44cf15d","block_type":"box","text":"concentrates in the stocks of such particular industry or group of industries. For purposes of this limitation, securities of","page_number":77,"box":{"x":98,"y":97,"width":841,"height":12}},{"id":"70ddea81-d334-4f2a-82c3-cd3938e119dd","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":77,"box":{"x":98,"y":112,"width":783,"height":12}},{"id":"b6353adc-0547-4a30-bdbd-8f9a99e5fc99","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":77,"box":{"x":98,"y":127,"width":777,"height":12}},{"id":"1c1ffed7-9bda-4072-9d1c-b6f0b739cdfb","block_type":"box","text":"considered to be issued by members of any industry.","page_number":77,"box":{"x":98,"y":142,"width":367,"height":13}},{"id":"aae8b261-7848-4cc8-873d-54302afd6888","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":77,"box":{"x":59,"y":162,"width":815,"height":13}},{"id":"5f81aa92-967a-4c8a-844c-fe4cffce9de9","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":77,"box":{"x":98,"y":177,"width":807,"height":13}},{"id":"82451210-9f39-4cee-8bee-6f0c4fed86da","block_type":"box","text":"securities, and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":77,"box":{"x":98,"y":193,"width":761,"height":12}},{"id":"81db3287-660d-4c84-9e37-e8765c61d123","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":77,"box":{"x":98,"y":208,"width":756,"height":12}},{"id":"f91fa68c-c24e-4db1-b373-a779a401af11","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":77,"box":{"x":98,"y":223,"width":815,"height":12}},{"id":"0f5859ea-710e-4365-b286-255065eb8622","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":77,"box":{"x":99,"y":238,"width":826,"height":12}},{"id":"74a89763-102d-48bf-b03e-54805fbcacf5","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":77,"box":{"x":98,"y":253,"width":716,"height":12}},{"id":"e3aa62f4-5d61-4e0a-ad00-899facbb4748","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or","page_number":77,"box":{"x":59,"y":273,"width":815,"height":13}},{"id":"3f52f624-5893-4d83-9251-35f155f3bb82","block_type":"box","text":"otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":77,"box":{"x":98,"y":288,"width":575,"height":13}},{"id":"544c877e-62fe-455a-8344-3e50fd69de63","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act.","page_number":77,"box":{"x":59,"y":308,"width":409,"height":13}},{"id":"73416f5f-6d2d-4438-8ff9-71150ef5f590","block_type":"box","text":"5. Purchase or sell real estate, real estate mortgages, commodities or commodity contracts, but this restriction shall not","page_number":77,"box":{"x":59,"y":329,"width":860,"height":12}},{"id":"808606aa-04b0-4e48-bc16-3e7e0366203a","block_type":"box","text":"prevent each Fund from trading in futures contracts and options on futures contracts (including options on currencies","page_number":77,"box":{"x":98,"y":344,"width":829,"height":12}},{"id":"0f3296d9-369a-4473-b437-e478edb206db","block_type":"box","text":"to the extent consistent with each Fund’s investment objective and policies).","page_number":77,"box":{"x":98,"y":359,"width":536,"height":12}},{"id":"4ad51b63-b45c-43f8-ac9e-e77bd49f7b8d","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":77,"box":{"x":59,"y":379,"width":847,"height":12}},{"id":"283ee029-f431-482a-ac23-0606b1ea2a79","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act in disposing of portfolio securities.","page_number":77,"box":{"x":98,"y":394,"width":690,"height":13}},{"id":"f1191522-6a93-44af-9012-0d828dc7bd0c","block_type":"box","text":"Each of the iShares Preferred and Income Securities ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF","page_number":77,"box":{"x":60,"y":421,"width":878,"height":12}},{"id":"5d04e5c8-2df7-4f94-b3e1-41841c2aa6c2","block_type":"box","text":"and iShares Russell Top 200 Value ETF will not:","page_number":77,"box":{"x":59,"y":436,"width":338,"height":12}},{"id":"71651184-45a5-442e-9973-1ebe9eb0116b","block_type":"box","text":"1. Concentrate its investments (","page_number":77,"box":{"x":61,"y":456,"width":242,"height":12}},{"id":"758c6095-10b3-46f6-9124-b7ec500423f3","block_type":"box","text":"i.e.","page_number":77,"box":{"x":304,"y":457,"width":18,"height":9}},{"id":"79e6afdb-2977-43b4-aa1d-581973d4f194","block_type":"box","text":", invest 25% or more of its total assets in the securities of a particular industry or group","page_number":77,"box":{"x":324,"y":456,"width":609,"height":12}},{"id":"7f0586ae-4fc7-4afa-bb1c-55442cde74dc","block_type":"box","text":"of industries), except that each Fund will concentrate to approximately the same extent that its Underlying Index","page_number":77,"box":{"x":98,"y":471,"width":790,"height":12}},{"id":"f0154992-3b3b-4ccc-b0d6-76744c13f739","block_type":"box","text":"concentrates in the securities of such particular industry or group of industries. For purposes of this limitation,","page_number":77,"box":{"x":98,"y":486,"width":772,"height":12}},{"id":"89f49f68-8281-454b-8bfc-33f3f60d0a4a","block_type":"box","text":"securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized","page_number":77,"box":{"x":98,"y":501,"width":821,"height":13}},{"id":"b458cfe4-3d41-4b42-8548-261ea503b14d","block_type":"box","text":"by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":77,"box":{"x":99,"y":516,"width":827,"height":13}},{"id":"9d9954f1-5dd9-422d-be57-e3a384e805bd","block_type":"box","text":"considered to be issued by members of any industry.","page_number":77,"box":{"x":98,"y":531,"width":367,"height":13}},{"id":"590e54d8-dd47-4263-8628-aeb67d2937c9","block_type":"box","text":"2. Borrow money, except that (i) each Fund may borrow from banks for temporary or emergency (not leveraging)","page_number":77,"box":{"x":59,"y":552,"width":815,"height":12}},{"id":"2f6ba009-592b-4448-8f9b-fb0584be6453","block_type":"box","text":"purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of","page_number":77,"box":{"x":98,"y":567,"width":807,"height":12}},{"id":"e05dc799-4ca0-45fe-989f-eda6e5d09f28","block_type":"box","text":"securities; and (ii) each Fund may, to the extent consistent with its investment policies, enter into repurchase","page_number":77,"box":{"x":98,"y":582,"width":761,"height":12}},{"id":"13ee38c8-dbb7-4964-81eb-6764439d1028","block_type":"box","text":"agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and","page_number":77,"box":{"x":98,"y":597,"width":756,"height":12}},{"id":"15d9432b-e6d7-4c45-8f62-314aa17adb55","block_type":"box","text":"techniques. To the extent that it engages in transactions described in (i) and (ii), each Fund will be limited so that no","page_number":77,"box":{"x":98,"y":612,"width":815,"height":12}},{"id":"3d298d86-e7fb-4951-8bee-f67a141225cd","block_type":"box","text":"more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions.","page_number":77,"box":{"x":99,"y":627,"width":826,"height":13}},{"id":"0b883f00-054d-4f00-93df-a484099f91cb","block_type":"box","text":"Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.","page_number":77,"box":{"x":98,"y":642,"width":716,"height":13}},{"id":"6e877fc6-ed39-49a5-8da8-8245ae3a5612","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by","page_number":77,"box":{"x":59,"y":663,"width":857,"height":12}},{"id":"eecf010d-4af9-42b8-8e68-37bbdf6dd05b","block_type":"box","text":"regulatory authority having jurisdiction, from time to time.","page_number":77,"box":{"x":99,"y":678,"width":407,"height":12}},{"id":"960aabfe-fa5a-4090-aec2-74423f9fcc30","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory","page_number":77,"box":{"x":59,"y":698,"width":843,"height":12}},{"id":"cc5f31ba-e346-4044-bc55-943273707cfd","block_type":"box","text":"authority having jurisdiction, from time to time.","page_number":77,"box":{"x":98,"y":713,"width":332,"height":12}},{"id":"658452d7-c5eb-4d19-bd15-cb4c9b4c5040","block_type":"box","text":"5. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this","page_number":77,"box":{"x":59,"y":733,"width":812,"height":12}},{"id":"45ac424e-4a67-48bf-b605-fb4ede788ed1","block_type":"box","text":"restriction shall not prevent each Fund from investing in securities of companies engaged in the real estate business or","page_number":77,"box":{"x":99,"y":748,"width":830,"height":13}},{"id":"96b2c804-dfef-4715-b4e3-3e0334578388","block_type":"box","text":"securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this","page_number":77,"box":{"x":98,"y":763,"width":828,"height":13}},{"id":"d920969e-7cc2-472a-b05d-871f4d72ee4d","block_type":"box","text":"restriction shall not prevent each Fund from trading in futures contracts and options on futures contracts, including","page_number":77,"box":{"x":99,"y":778,"width":808,"height":13}},{"id":"1529af19-d3ed-4273-8d39-72f258b1b8be","block_type":"box","text":"options on currencies to the extent consistent with each Fund’s investment objective and policies).","page_number":77,"box":{"x":98,"y":794,"width":692,"height":12}},{"id":"075de1c1-9213-46e1-bb8c-358f92a7902b","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that each Fund may","page_number":77,"box":{"x":59,"y":814,"width":847,"height":12}},{"id":"ff8724da-40b0-4828-bbef-45b4e5755dd0","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.","page_number":77,"box":{"x":98,"y":829,"width":694,"height":12}},{"id":"d96229d2-1e72-4838-a2a2-16dfecbf8277","block_type":"box","text":"Each of the iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select","page_number":77,"box":{"x":60,"y":849,"width":866,"height":12}},{"id":"7add97ca-12fa-4cb1-b664-84d897b752f7","block_type":"box","text":"Screened S&P Small-Cap ETF, iShares International Developed Small Cap Value Factor ETF, iShares MSCI USA Quality","page_number":77,"box":{"x":59,"y":864,"width":841,"height":12}},{"id":"3b992129-8840-4555-a729-d8e6e4f80228","block_type":"box","text":"GARP ETF, iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares S&P 500 3% Capped ETF,","page_number":77,"box":{"x":59,"y":879,"width":829,"height":13}},{"id":"06ce1402-1d6c-4388-afa1-439977924c6e","block_type":"box","text":"66","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"4e9d376d-833d-49f3-b852-52bd1d5a2d34","block_type":"box","text":"iShares S&P 500 ex S&P 100 ETF, iShares Texas Equity ETF, iShares Top 20 U.S. Stocks ETF, iShares U.S. Infrastructure,","page_number":78,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"a84a7dda-b838-4763-8894-8c08c97245e9","block_type":"box","text":"iShares U.S. Manufacturing ETF and iShares US Small Cap Value Factor ETF may not:","page_number":78,"box":{"x":59,"y":82,"width":607,"height":12}},{"id":"1861f828-76b5-4673-a077-820ef12b41d9","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the 1940 Act, except that each Fund will","page_number":78,"box":{"x":61,"y":102,"width":843,"height":12}},{"id":"954a23f6-d518-4fd1-a966-d622d59318be","block_type":"box","text":"concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a particular","page_number":78,"box":{"x":98,"y":117,"width":812,"height":12}},{"id":"86c3a725-793c-4b62-8d84-f77d8eaf7a3e","block_type":"box","text":"industry or group of industries.","page_number":78,"box":{"x":99,"y":132,"width":215,"height":12}},{"id":"045e8e81-05fa-4622-82ee-56a433db6ac4","block_type":"box","text":"2. Borrow money, except as permitted under the 1940 Act.","page_number":78,"box":{"x":59,"y":152,"width":431,"height":13}},{"id":"eb12608d-dd04-4c2b-a110-cdd92f52d77c","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the 1940 Act.","page_number":78,"box":{"x":59,"y":172,"width":585,"height":10}},{"id":"17f8a23d-2173-48e4-8eea-5e9d15f84309","block_type":"box","text":"4. Purchase or hold real estate, except each Fund may purchase and hold securities or other instruments that are secured","page_number":78,"box":{"x":59,"y":193,"width":872,"height":12}},{"id":"0b0b949d-843e-4414-a321-0d84fcd030f6","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers","page_number":78,"box":{"x":99,"y":208,"width":825,"height":12}},{"id":"db3174ff-892f-42c9-b8cd-2d47a0469465","block_type":"box","text":"engaged in the real estate business, and each Fund may purchase and hold real estate as a result of the ownership of","page_number":78,"box":{"x":98,"y":223,"width":821,"height":12}},{"id":"07b7caae-5449-4237-bf2a-15730500d1c6","block_type":"box","text":"securities or other instruments.","page_number":78,"box":{"x":98,"y":238,"width":219,"height":10}},{"id":"0a701fdf-ceee-45bf-9949-dcadd7d8e74e","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by each Fund may be","page_number":78,"box":{"x":59,"y":258,"width":851,"height":12}},{"id":"2be89176-69a5-4a7b-89bd-03c5166bfe09","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":78,"box":{"x":98,"y":273,"width":524,"height":13}},{"id":"7e957b2d-b94d-4516-898d-12968ba56848","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the 1940 Act.","page_number":78,"box":{"x":59,"y":293,"width":684,"height":13}},{"id":"fbdcde48-9c4a-4d5c-b8d7-6deec2779429","block_type":"box","text":"7. Make loans to the extent prohibited by the 1940 Act.","page_number":78,"box":{"x":59,"y":314,"width":407,"height":12}},{"id":"c7fa32a4-bd15-40b3-a058-08a894ea0a89","block_type":"box","text":"Notations Regarding the iShares ESG Select Screened S&P 500 ETF’s, iShares ESG Select Screened S&P Mid-Cap ETF’s,","page_number":78,"box":{"x":59,"y":340,"width":850,"height":12}},{"id":"06eec13b-3ece-4b43-8693-54f889b1f736","block_type":"box","text":"iShares ESG Select Screened S&P Small-Cap ETF’s, iShares International Developed Small Cap Value Factor ETF’s, iShares","page_number":78,"box":{"x":59,"y":355,"width":876,"height":12}},{"id":"f8caa629-7d35-4ee5-a46f-de7331bf33c5","block_type":"box","text":"MSCI USA Quality GARP ETF’s, iShares Nasdaq-100 ex Top 30 ETF’s, iShares Nasdaq Top 30 Stocks ETF’s, iShares S&P","page_number":78,"box":{"x":59,"y":370,"width":850,"height":13}},{"id":"96f9b0c2-aced-4b32-bd03-cb825cfd8b0f","block_type":"box","text":"500 3% Capped ETF’s, iShares S&P 500 ex S&P 100 ETF’s, iShares Texas Equity ETF’s, iShares Top 20 U.S. Stocks ETF’s,","page_number":78,"box":{"x":58,"y":385,"width":855,"height":13}},{"id":"a0b94e92-685b-4fe6-a2dc-d3ef9552f36c","block_type":"box","text":"iShares U.S. Infrastructure ETF’s, iShares U.S. Manufacturing ETF’s and iShares US Small Cap Value Factor ETF’s","page_number":78,"box":{"x":59,"y":400,"width":808,"height":13}},{"id":"f2b3b836-d125-4a05-9da0-4904be824319","block_type":"box","text":"Fundamental Investment Policies","page_number":78,"box":{"x":59,"y":416,"width":241,"height":9}},{"id":"63367cb6-4be6-4c88-99c4-4635b184eeed","block_type":"box","text":"The following notations are not considered to be part of each Fund’s fundamental investment policies and are subject to","page_number":78,"box":{"x":59,"y":442,"width":843,"height":12}},{"id":"4e97efed-fbda-403f-92d8-6f869511b86d","block_type":"box","text":"change without shareholder approval.","page_number":78,"box":{"x":59,"y":457,"width":265,"height":13}},{"id":"e875879b-f990-4ea5-bf0b-744b78410ac3","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":78,"box":{"x":59,"y":484,"width":853,"height":12}},{"id":"12db832b-888e-40a6-b5ef-3d6909f97aab","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":78,"box":{"x":60,"y":499,"width":854,"height":12}},{"id":"e99c8ce1-99de-47b2-8b89-463f0e860044","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":78,"box":{"x":60,"y":514,"width":840,"height":12}},{"id":"d7452144-c2e0-496d-b48f-e8806408495a","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":78,"box":{"x":60,"y":529,"width":877,"height":12}},{"id":"37ea20a0-1f7a-40cf-af0d-bf5ce97f99a4","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":78,"box":{"x":60,"y":544,"width":856,"height":12}},{"id":"0df283b1-ed21-4dd2-934b-5e78f910bc60","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":78,"box":{"x":59,"y":559,"width":860,"height":13}},{"id":"6e48d7b8-34ba-47fd-bad6-9168fcb0a6ee","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":78,"box":{"x":60,"y":574,"width":805,"height":13}},{"id":"f207ef5d-205b-45e5-8a2b-37e7eb65517e","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":78,"box":{"x":60,"y":589,"width":847,"height":13}},{"id":"ad1529f8-5eb9-41bb-b1cc-3fd816a17fbb","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":78,"box":{"x":60,"y":605,"width":820,"height":12}},{"id":"954ccdbc-b41f-427d-83f9-9d9b86d1807e","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":78,"box":{"x":60,"y":620,"width":809,"height":12}},{"id":"42605b64-e3f6-40c8-9b90-1c4cc95d3354","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":78,"box":{"x":60,"y":635,"width":815,"height":12}},{"id":"ee0691e6-ae2e-4541-aec2-d644777c9752","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to a Fund’s industry classifications, each","page_number":78,"box":{"x":59,"y":650,"width":869,"height":12}},{"id":"622f2dd5-7ca5-4e54-a7a6-51b649761077","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":78,"box":{"x":60,"y":665,"width":845,"height":12}},{"id":"0a8d9468-7aa0-4fa5-8c19-5aa768b19149","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":78,"box":{"x":60,"y":680,"width":851,"height":12}},{"id":"c91e86d0-600f-4126-bf63-c5c8e5fd5f81","block_type":"box","text":"authority to a Fund as to how to classify issuers within or among industries.","page_number":78,"box":{"x":59,"y":695,"width":531,"height":13}},{"id":"09075811-042b-4c3f-a1f7-53d01a0a7264","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":78,"box":{"x":59,"y":722,"width":843,"height":12}},{"id":"297c0c67-4ebc-4347-a00a-41a26fb6c095","block_type":"box","text":"permits each Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose,","page_number":78,"box":{"x":59,"y":737,"width":851,"height":12}},{"id":"d46bcee4-41fe-4413-985b-7f8740074e4d","block_type":"box","text":"and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total","page_number":78,"box":{"x":59,"y":752,"width":845,"height":12}},{"id":"4a38cf76-0aa3-4358-8149-b0bdf1d28939","block_type":"box","text":"assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires","page_number":78,"box":{"x":59,"y":767,"width":877,"height":12}},{"id":"3a45823e-f96f-45e2-a547-ab3d11456696","block_type":"box","text":"each Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage","page_number":78,"box":{"x":59,"y":782,"width":841,"height":13}},{"id":"d8d1628f-4c09-4b8c-b29a-619ec2924964","block_type":"box","text":"means the ratio that the value of each Fund’s total assets (including amounts borrowed), minus liabilities other than","page_number":78,"box":{"x":60,"y":797,"width":812,"height":13}},{"id":"1a456b6c-61dc-4863-9260-db3795db0f44","block_type":"box","text":"borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as","page_number":78,"box":{"x":60,"y":812,"width":856,"height":13}},{"id":"03c98da1-edb5-4b98-b220-3747da41b646","block_type":"box","text":"“leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be","page_number":78,"box":{"x":59,"y":828,"width":851,"height":12}},{"id":"8c460cdf-8883-4e07-9569-dacc46a3ac08","block_type":"box","text":"borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f","page_number":78,"box":{"x":60,"y":843,"width":878,"height":12}},{"id":"b0f8995b-7a9e-490c-8c5a-0b8aaa7622c7","block_type":"box","text":"4 under the Investment Company Act, when each Fund engages in reverse repurchase agreements and similar financing","page_number":78,"box":{"x":59,"y":858,"width":842,"height":12}},{"id":"a7e509d7-df89-4664-9f9e-d826f5196e8c","block_type":"box","text":"transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any","page_number":78,"box":{"x":59,"y":873,"width":845,"height":12}},{"id":"4962e72a-aafe-4f41-8a5e-2612fd15b2bc","block_type":"box","text":"other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4","page_number":78,"box":{"x":59,"y":888,"width":851,"height":12}},{"id":"1768127b-44ff-45c3-b5e7-65b93ae172c3","block_type":"box","text":"67","page_number":78,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"16317f10-2f6a-4e77-8413-435e23260d64","block_type":"box","text":"with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and","page_number":79,"box":{"x":59,"y":67,"width":783,"height":12}},{"id":"95bf110b-235c-4039-8d10-375da9fcd052","block_type":"box","text":"arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and","page_number":79,"box":{"x":59,"y":82,"width":834,"height":12}},{"id":"1c32d4c9-7beb-445b-8120-0bb275814b84","block_type":"box","text":"investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":79,"box":{"x":60,"y":97,"width":754,"height":12}},{"id":"3e4c2aaa-bd4c-4608-8aa3-13e196cfd518","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":79,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"f658e462-08d5-409c-b11c-3bac033d4436","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":79,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"9ec0509e-b8e0-48bb-b211-857274e44d0c","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":79,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"504fb96d-8291-436a-8355-494efa881153","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":79,"box":{"x":59,"y":169,"width":789,"height":12}},{"id":"d84b7b13-b914-4a8f-b70a-9bbebb0de73a","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":79,"box":{"x":59,"y":184,"width":814,"height":11}},{"id":"cc1e93e4-476d-49e8-b264-44364f0fd9e7","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":79,"box":{"x":59,"y":199,"width":847,"height":12}},{"id":"34008b93-412b-44ec-b5cb-5296a3dd85fe","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":79,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"b52c0ccd-50ae-4a1a-a880-6322138f358b","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":79,"box":{"x":60,"y":229,"width":821,"height":12}},{"id":"36d2328d-3ed4-4928-80d6-38c8adfe3330","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":79,"box":{"x":60,"y":244,"width":836,"height":13}},{"id":"2226e9cb-23d7-43db-aa83-ec25d6aa0e4a","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":79,"box":{"x":60,"y":259,"width":829,"height":13}},{"id":"41405802-45da-497d-83fc-79514007b0dc","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":79,"box":{"x":60,"y":274,"width":860,"height":13}},{"id":"ae0f72c5-12cc-4454-8eab-b21d6ee57f80","block_type":"box","text":"law.","page_number":79,"box":{"x":60,"y":290,"width":25,"height":9}},{"id":"82770d24-8ff1-49a4-8a8d-daa16f00be7f","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":79,"box":{"x":59,"y":316,"width":835,"height":12}},{"id":"1dc46ec3-7c84-4291-9f04-9cc646404df9","block_type":"box","text":"prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":79,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"7cd62aaa-e62f-4e56-b02b-38913fd402c1","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":79,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"7c27ba55-be30-4a2c-b38a-0aa65d4f181e","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":79,"box":{"x":59,"y":361,"width":861,"height":13}},{"id":"e7a5bac7-d460-4518-a984-e4e1379440d3","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":79,"box":{"x":59,"y":377,"width":842,"height":12}},{"id":"99b86ac9-4f86-4cda-b0a6-8d10d01c7ba1","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":79,"box":{"x":59,"y":392,"width":363,"height":11}},{"id":"9e7696d5-18b9-473f-bbe3-f1ae9ff89998","block_type":"box","text":"Non-Fundamental Investment Policy of the Funds.","page_number":79,"box":{"x":60,"y":418,"width":360,"height":12}},{"id":"68931df3-aacf-45ab-aca9-173e1ed58a36","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":79,"box":{"x":60,"y":445,"width":869,"height":12}},{"id":"e20077ee-f0ec-4aaf-9ae1-35d832f2ba5c","block_type":"box","text":"Fund may not purchase shares of any registered open-end investment company or registered unit investment trust, in","page_number":79,"box":{"x":60,"y":460,"width":823,"height":12}},{"id":"206bd07a-2116-42a0-b285-d8a95c724962","block_type":"box","text":"reliance on Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares","page_number":79,"box":{"x":60,"y":475,"width":854,"height":12}},{"id":"da1d49c0-229d-494e-8722-5cd1f82a3d5c","block_type":"box","text":"are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).","page_number":79,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"9fb75d2f-fe01-40ee-ad33-ea32722d483e","block_type":"box","text":"The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end investment companies","page_number":79,"box":{"x":59,"y":505,"width":870,"height":12}},{"id":"2d2c0d27-d3b2-4d63-8a47-64de195ba090","block_type":"box","text":"to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted, modified or otherwise permitted","page_number":79,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"29ef2649-15a1-4a24-b006-b6c7fd68944d","block_type":"box","text":"by regulatory authority having jurisdiction, from time to time.","page_number":79,"box":{"x":60,"y":535,"width":427,"height":13}},{"id":"282d4282-3078-43c9-b885-be11d8c249fb","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":79,"box":{"x":59,"y":562,"width":656,"height":12}},{"id":"e2f4b4c2-f66c-4a76-870b-d6a44ab49221","block_type":"box","text":"Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply","page_number":79,"box":{"x":60,"y":588,"width":871,"height":13}},{"id":"f480e5f8-cd88-428e-b9ef-012e27830041","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of each Fund’s assets invested in certain","page_number":79,"box":{"x":59,"y":603,"width":841,"height":13}},{"id":"80a06079-26d1-48a0-8fc9-dfd800a9677e","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in each Fund’s total assets will not","page_number":79,"box":{"x":59,"y":618,"width":829,"height":13}},{"id":"c6d5dfb1-56b5-4074-ad61-a15616879f30","block_type":"box","text":"require the Fund to dispose of an investment.","page_number":79,"box":{"x":60,"y":634,"width":316,"height":12}},{"id":"3667a92a-d19e-49c8-8fe4-3e4e35c5ba40","block_type":"box","text":"Continuous Offering","page_number":79,"box":{"x":60,"y":664,"width":339,"height":30}},{"id":"ce516b85-e0f8-45e1-ab0d-b6dcfc67518b","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":79,"box":{"x":59,"y":705,"width":820,"height":13}},{"id":"01eb1267-c436-4e84-8cd7-6a1f0d96898f","block_type":"box","text":"Because new Creation Units are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term","page_number":79,"box":{"x":60,"y":720,"width":872,"height":13}},{"id":"0251cbc2-d19b-4cce-b9f3-db74ec877f1e","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":79,"box":{"x":60,"y":736,"width":849,"height":12}},{"id":"b9b5cb1b-2aea-4db1-ba56-fbdd5ae376c8","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":79,"box":{"x":59,"y":751,"width":849,"height":12}},{"id":"079b636b-3e2a-4337-a919-ae073540fcf8","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":79,"box":{"x":59,"y":766,"width":877,"height":12}},{"id":"39afdc78-518e-4d63-aa27-46a17e7ec28b","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":79,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"448a1120-efc1-4c85-a106-767c38f94be2","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":79,"box":{"x":59,"y":807,"width":853,"height":13}},{"id":"936a4c91-fddc-4b4b-b2bb-e903da234389","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":79,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"03c9164d-117f-4c84-a66c-1fde64bc8331","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":79,"box":{"x":59,"y":838,"width":862,"height":12}},{"id":"561140c7-3951-4cf5-9f2e-3baedb1e3c29","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":79,"box":{"x":59,"y":853,"width":861,"height":12}},{"id":"2973a2ea-473a-404f-8d13-4ed577a72e44","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":79,"box":{"x":60,"y":868,"width":861,"height":12}},{"id":"6b92becb-5106-4034-9020-a2cbc21a8341","block_type":"box","text":"an underwriter.","page_number":79,"box":{"x":59,"y":883,"width":106,"height":10}},{"id":"14b44642-d513-4a89-b62d-f3c187b6afde","block_type":"box","text":"68","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a47fb5ae-a0c1-460a-beef-f80cd2d973a8","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":80,"box":{"x":60,"y":67,"width":817,"height":12}},{"id":"9345393a-7f48-44a9-b25f-ce8a09e25cc1","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":80,"box":{"x":59,"y":82,"width":858,"height":12}},{"id":"f66cfcec-72b0-49b1-99bc-2d2b9d123364","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":80,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"c3589c02-0e70-43d8-9c8d-c3c773d5e621","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Funds are","page_number":80,"box":{"x":59,"y":112,"width":831,"height":12}},{"id":"3a464445-f20e-4a8b-afef-04ce09a3a155","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":80,"box":{"x":60,"y":127,"width":864,"height":12}},{"id":"5cb8255d-86d1-4538-aa20-f17efde3e3ec","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":80,"box":{"x":59,"y":142,"width":874,"height":13}},{"id":"3589ea53-67e9-4a09-b2e4-a6b3566fd00d","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":80,"box":{"x":59,"y":157,"width":845,"height":13}},{"id":"d5232e5b-5d46-44fb-bc99-752060d23448","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":80,"box":{"x":59,"y":172,"width":413,"height":13}},{"id":"b09e6f14-04c5-4f44-99af-0856d7c031c3","block_type":"box","text":"Management","page_number":80,"box":{"x":61,"y":204,"width":224,"height":29}},{"id":"2feade8b-4eda-4b38-8a24-c3af106f7c0a","block_type":"box","text":"Trustees and Officers.","page_number":80,"box":{"x":58,"y":244,"width":158,"height":10}},{"id":"04bf8271-9289-4740-925e-46b7cfe2ac3b","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":80,"box":{"x":225,"y":244,"width":670,"height":13}},{"id":"012032ce-4ed8-4cd3-ba20-7a0eec08a8a6","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":80,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"e37a6c7a-9928-40ae-b544-3469be0722cc","block_type":"box","text":"removed, dies, retires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and","page_number":80,"box":{"x":60,"y":274,"width":816,"height":13}},{"id":"b1ac5a28-bc66-4f17-828b-4a803d422a64","block_type":"box","text":"qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940","page_number":80,"box":{"x":59,"y":290,"width":862,"height":12}},{"id":"d0de3aa5-cd3a-40d1-864a-17fb95a2f922","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":80,"box":{"x":59,"y":305,"width":578,"height":12}},{"id":"3a941a46-bfa9-4e90-8718-5c152ae0ac7d","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":80,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"71966617-5435-470c-896b-782cfbfc94a0","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":80,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"864b0fc0-8a19-45e4-b65c-757639d15ed9","block_type":"box","text":"Complex”). Each Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":80,"box":{"x":59,"y":361,"width":862,"height":13}},{"id":"9e7e37cb-374b-498b-a0a0-fb703830d08c","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust and, as a result, oversees all","page_number":80,"box":{"x":60,"y":377,"width":868,"height":11}},{"id":"70ad8b28-e6e3-4429-bb9e-d3bb5f0e4bed","block_type":"box","text":"of the funds within the iShares Complex, which consists of 435 funds as of July 31, 2026. With the exception of Stephen","page_number":80,"box":{"x":59,"y":392,"width":836,"height":12}},{"id":"adc8adc5-4a8e-481e-8ee0-f73d8e557057","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":80,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"04e0611f-15b2-47af-90c6-650810b34233","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":80,"box":{"x":59,"y":422,"width":873,"height":12}},{"id":"7489792b-6ef2-4368-8ea8-5cb3eb70a109","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":80,"box":{"x":59,"y":437,"width":858,"height":12}},{"id":"85ba094a-89bc-4e79-b316-db765760a9ca","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":80,"box":{"x":59,"y":452,"width":835,"height":12}},{"id":"86a39521-af32-4ee2-9ef6-e352f0364d83","block_type":"box","text":"about the Funds’ Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":80,"box":{"x":59,"y":467,"width":859,"height":13}},{"id":"bd28c3ed-85ac-46f4-a7ef-3d099b9aa3f1","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":80,"box":{"x":59,"y":482,"width":288,"height":13}},{"id":"e01d1051-164b-4285-b9d3-4760777cde2f","block_type":"box","text":"Interested Trustees","page_number":80,"box":{"x":60,"y":509,"width":137,"height":10}},{"id":"2b386731-e48f-431d-96af-d0e04dec0bae","block_type":"box","text":"Name (Year of Birth) Position","page_number":80,"box":{"x":73,"y":549,"width":248,"height":9}},{"id":"9e211d9b-e692-4d4e-9fce-19d6f7a65e41","block_type":"box","text":"Principal Occupation(s)","page_number":80,"box":{"x":455,"y":538,"width":136,"height":10}},{"id":"a6f3a450-05fb-419c-a4eb-4fe359a1654c","block_type":"box","text":"During the Past 5 Years","page_number":80,"box":{"x":457,"y":549,"width":133,"height":9}},{"id":"9721f1c1-3bfa-424b-a392-8df0d09ef0c2","block_type":"box","text":"Other Directorships","page_number":80,"box":{"x":750,"y":538,"width":113,"height":10}},{"id":"f76935cd-8157-4ff8-b325-78c949893dd0","block_type":"box","text":"Held by Trustee","page_number":80,"box":{"x":763,"y":549,"width":89,"height":9}},{"id":"052239c3-8d70-429d-8acc-e6bf60663ede","block_type":"box","text":"Robert S. Kapito","page_number":80,"box":{"x":60,"y":571,"width":110,"height":12}},{"id":"3b04087d-677a-4f5e-8d9b-9f04e1bb1af1","block_type":"box","text":"1","page_number":80,"box":{"x":172,"y":569,"width":3,"height":6}},{"id":"58e15b8c-2148-4ad5-a828-ac64e216e188","block_type":"box","text":"(1957)","page_number":80,"box":{"x":60,"y":586,"width":44,"height":12}},{"id":"d69979f0-c5b1-4933-a619-b120b0186396","block_type":"box","text":"Trustee","page_number":80,"box":{"x":225,"y":571,"width":52,"height":9}},{"id":"0ac73a9d-0fb9-4973-a78e-a01b47e40e3a","block_type":"box","text":"(since 2009).","page_number":80,"box":{"x":226,"y":586,"width":90,"height":12}},{"id":"d8e3c980-5e7a-4b3e-8043-c8c1edf7f089","block_type":"box","text":"President of BlackRock, Inc. 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He is the recipient of the 2009 Joseph Wharton Leadership Award, the Marine Corps-Law","page_number":84,"box":{"x":60,"y":172,"width":825,"height":13}},{"id":"b2d59fb5-c20c-41d9-b139-00645e0f3e90","block_type":"box","text":"Enforcement Foundation’s 2010 Semper Fidelis Award and is a frequent public speaker on best practices in investment","page_number":84,"box":{"x":60,"y":188,"width":828,"height":12}},{"id":"93ae6bcf-c1a0-4c2f-93b8-77f4ef6a98d8","block_type":"box","text":"management. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in","page_number":84,"box":{"x":60,"y":203,"width":839,"height":12}},{"id":"8f1eec45-3b80-4a99-9dd1-7e3d2da1a6d7","block_type":"box","text":"1979, and an MBA degree from Harvard Business School in 1983.","page_number":84,"box":{"x":61,"y":218,"width":454,"height":12}},{"id":"e8c33a94-be4c-466f-8793-f575cb4031c4","block_type":"box","text":"Stephen Cohen has been a Trustee of the Trust since 2024. 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Mr. Cohen","page_number":84,"box":{"x":59,"y":290,"width":869,"height":12}},{"id":"13e7755f-52ac-4c4a-a5fd-aab2a46a8e7f","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":84,"box":{"x":60,"y":305,"width":856,"height":12}},{"id":"24f77167-1821-4dc8-ada7-503eee15f1d4","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":84,"box":{"x":59,"y":320,"width":846,"height":12}},{"id":"8609c7f8-1f6c-4b3c-89f7-c5f080602823","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":84,"box":{"x":59,"y":335,"width":829,"height":12}},{"id":"147c2396-3563-48dc-a429-25f8ae903f27","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":84,"box":{"x":59,"y":350,"width":866,"height":12}},{"id":"243287cd-71ce-42d9-ba5c-78406c08b48b","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":84,"box":{"x":60,"y":365,"width":857,"height":13}},{"id":"418573af-4d0d-416b-af1f-e2106e848a15","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":84,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"cf59fe6a-ad6d-44b4-b735-2b5c2e6f10d3","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":84,"box":{"x":60,"y":395,"width":865,"height":13}},{"id":"4ee161d4-79e1-4dd8-a46e-9a1ac3af8352","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":84,"box":{"x":59,"y":411,"width":862,"height":12}},{"id":"4edd1088-5333-460d-9286-ef5bc1a1b37d","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":84,"box":{"x":60,"y":426,"width":844,"height":12}},{"id":"ca1dc141-c417-449f-835f-439fac9d76d9","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":84,"box":{"x":59,"y":441,"width":844,"height":12}},{"id":"abcb92f6-6e7f-4118-b0c3-1a3657738eb8","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":84,"box":{"x":59,"y":456,"width":861,"height":12}},{"id":"6787544c-ebe8-4118-b4da-190b6f8b776d","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":84,"box":{"x":60,"y":471,"width":410,"height":12}},{"id":"33a62a89-ca2c-496f-b9de-a855f0654053","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2005 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":84,"box":{"x":58,"y":497,"width":859,"height":13}},{"id":"e39fe2d8-e8fd-4191-8a0c-2c0a87cb0132","block_type":"box","text":"served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Equity Plus and","page_number":84,"box":{"x":59,"y":513,"width":850,"height":12}},{"id":"608ac351-3d1c-4834-bdd9-7d161ed86323","block_type":"box","text":"Nominating and Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr.","page_number":84,"box":{"x":60,"y":528,"width":830,"height":12}},{"id":"90a4c312-2743-463c-8f16-eba810b72965","block_type":"box","text":"Kerrigan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief","page_number":84,"box":{"x":60,"y":543,"width":821,"height":12}},{"id":"2021f8d5-ada7-4436-9f0a-08878f14ccf2","block_type":"box","text":"Investment Officer of Santa Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill","page_number":84,"box":{"x":60,"y":558,"width":842,"height":12}},{"id":"6b77cd67-af59-4b4f-9096-ed8ed336b43e","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":84,"box":{"x":60,"y":573,"width":860,"height":12}},{"id":"5cf09d99-23f1-444d-88fa-96d8a469727d","block_type":"box","text":"Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan","page_number":84,"box":{"x":59,"y":588,"width":869,"height":13}},{"id":"5e9c7e6c-01a0-45a7-8761-62ba6c43ad22","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":84,"box":{"x":60,"y":603,"width":618,"height":13}},{"id":"1719bf2d-9504-4cbb-a578-c68ad0629ddb","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":84,"box":{"x":58,"y":630,"width":838,"height":12}},{"id":"de942350-8b75-427e-8871-62fc32baf1ff","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2015 and Chair of the","page_number":84,"box":{"x":59,"y":645,"width":820,"height":11}},{"id":"7909a4e3-703e-4e45-b11a-6cc1e5882e28","block_type":"box","text":"Securities Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly","page_number":84,"box":{"x":59,"y":660,"width":832,"height":12}},{"id":"901f209f-0cb1-4baa-9dcb-2f09be51bb01","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":84,"box":{"x":59,"y":675,"width":865,"height":12}},{"id":"3378cb6e-6292-4612-904c-b81db8c3f1a9","block_type":"box","text":"of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director","page_number":84,"box":{"x":59,"y":690,"width":867,"height":13}},{"id":"2ae123b9-725d-4d94-9d8e-edba300b91e5","block_type":"box","text":"and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that,","page_number":84,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"aa13708a-b8f3-4a48-bf9c-2f55fb0d276a","block_type":"box","text":"Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":84,"box":{"x":59,"y":720,"width":836,"height":13}},{"id":"7d3f1e4b-52a7-4e51-b6c2-b9b24df72399","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":84,"box":{"x":59,"y":736,"width":870,"height":12}},{"id":"78b7f6d1-ca33-446b-8980-06525f449178","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":84,"box":{"x":60,"y":751,"width":852,"height":12}},{"id":"5765e722-1715-4750-9951-33e9696582e2","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin has also served as a Director on the Board of the Mutual Fund","page_number":84,"box":{"x":59,"y":766,"width":851,"height":10}},{"id":"ab0b516e-18c7-4e2f-80a8-29c9ed23fb6e","block_type":"box","text":"Directors Forum since 2019. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018, Chair of the","page_number":84,"box":{"x":60,"y":781,"width":808,"height":11}},{"id":"df0d4b6c-dce7-4a1b-82d2-aa7035e342ca","block_type":"box","text":"Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH Corporation","page_number":84,"box":{"x":60,"y":796,"width":878,"height":12}},{"id":"b591f993-1c57-4736-8ab3-a0fa84d342f6","block_type":"box","text":"from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and Astoria Bank. Ms.","page_number":84,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"43144df5-5555-44d2-bbec-fea636c24670","block_type":"box","text":"Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council for Critical","page_number":84,"box":{"x":59,"y":826,"width":808,"height":13}},{"id":"ea20d2e0-ba2c-468b-8198-e9fbafc6ed86","block_type":"box","text":"Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice Chair and","page_number":84,"box":{"x":60,"y":841,"width":848,"height":13}},{"id":"006a604f-1253-4abb-afad-2cebd623c0e4","block_type":"box","text":"Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from State","page_number":84,"box":{"x":59,"y":857,"width":810,"height":12}},{"id":"8d1eb7c7-0762-411b-9e71-b3da1f014f68","block_type":"box","text":"University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":84,"box":{"x":60,"y":872,"width":671,"height":12}},{"id":"dd8456a8-fc7c-45ac-915a-4acd2c67eb61","block_type":"box","text":"73","page_number":84,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"2227c0dc-557d-4285-9ef5-50542affb7db","block_type":"box","text":"Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee since 2025. Mr. Fagnani has","page_number":85,"box":{"x":60,"y":67,"width":865,"height":12}},{"id":"893acf47-dd27-4d5d-9a62-c686d5abf15a","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017 and Chair of the 15(c) Committee","page_number":85,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"f9586d2c-4e0e-4356-a0b3-8a3566daeda4","block_type":"box","text":"of each Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":85,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"78308b1e-34f1-4f10-9229-1ba9788a2c92","block_type":"box","text":"Inc. from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently","page_number":85,"box":{"x":60,"y":112,"width":878,"height":12}},{"id":"74077d71-14ce-4507-83cd-a38296dc3ff9","block_type":"box","text":"as the U.S. asset management audit practice leader responsible for setting strategic direction and execution of the operating","page_number":85,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"f4f93863-c7cd-4b88-baae-e7dad9fef908","block_type":"box","text":"plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at","page_number":85,"box":{"x":59,"y":142,"width":838,"height":13}},{"id":"ace97189-036c-416d-afb2-fc75f7bc1793","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":85,"box":{"x":59,"y":157,"width":876,"height":13}},{"id":"da35b079-d59f-45a9-b3a4-7511c881f31b","block_type":"box","text":"served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the","page_number":85,"box":{"x":59,"y":172,"width":843,"height":13}},{"id":"78207489-e19a-4919-b399-32ca12f1aa82","block_type":"box","text":"School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One","page_number":85,"box":{"x":59,"y":188,"width":866,"height":12}},{"id":"976c1333-ebd5-40a9-9abf-432996246472","block_type":"box","text":"Generation Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS","page_number":85,"box":{"x":59,"y":203,"width":871,"height":12}},{"id":"fb06029e-abcc-4f25-b692-fd212fa9ea42","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":85,"box":{"x":59,"y":218,"width":317,"height":12}},{"id":"5ea5f224-191c-4529-b619-3e2c0283e180","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":85,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"9d41b731-ce12-4e3b-b737-f637619a7422","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Audit","page_number":85,"box":{"x":60,"y":259,"width":866,"height":13}},{"id":"2cf872aa-114d-4c38-a567-93b3f0a679c2","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":85,"box":{"x":59,"y":274,"width":855,"height":13}},{"id":"8c33e5c4-c2f2-4f62-8573-f46304548e63","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":85,"box":{"x":60,"y":290,"width":850,"height":12}},{"id":"79d18592-5bd4-4a57-8f2e-a28ce49570bd","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":85,"box":{"x":61,"y":305,"width":851,"height":12}},{"id":"7e636d68-beeb-4d5f-8a3b-669a4dd362f0","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":85,"box":{"x":59,"y":320,"width":857,"height":11}},{"id":"dcd5aa96-0055-4558-8276-985464abc2e3","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":85,"box":{"x":60,"y":335,"width":862,"height":12}},{"id":"b6f16376-c4e8-4e75-a7c5-a5f5c0354bed","block_type":"box","text":"Accountant (inactive).","page_number":85,"box":{"x":59,"y":350,"width":155,"height":12}},{"id":"a3484845-1ae5-4996-b304-f37ee499cdf0","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":85,"box":{"x":58,"y":377,"width":868,"height":11}},{"id":"b2b9e9e9-b9da-443c-b3e6-bfc30a106039","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Risk Committee of","page_number":85,"box":{"x":59,"y":392,"width":857,"height":11}},{"id":"7da51c9e-0b23-44c6-a1db-263de9dc6d27","block_type":"box","text":"each Board since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board","page_number":85,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"109f5e7c-0a5d-4954-b97f-e84f7b6f72fd","block_type":"box","text":"director, management consultant, and chief risk officer. He has previously served as a director on public, private, and fund","page_number":85,"box":{"x":59,"y":422,"width":851,"height":12}},{"id":"a5a8aaed-16dc-4826-b20b-7132c2314262","block_type":"box","text":"boards, including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam","page_number":85,"box":{"x":60,"y":437,"width":850,"height":12}},{"id":"d3488c1e-8d20-4a03-8192-675c685554ec","block_type":"box","text":"was a Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit","page_number":85,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"d1ea32ce-2c90-4b57-be2b-7c085574cc2d","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":85,"box":{"x":59,"y":467,"width":877,"height":13}},{"id":"3a3aa746-f541-4a4b-9e6d-cb766950e2d8","block_type":"box","text":"global clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a","page_number":85,"box":{"x":59,"y":482,"width":856,"height":13}},{"id":"6940d938-2a53-425b-a0bb-fb9212e0634e","block_type":"box","text":"Partner of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR","page_number":85,"box":{"x":60,"y":497,"width":838,"height":13}},{"id":"99206f48-9c88-4b97-a45f-f6106001bb7d","block_type":"box","text":"Institute, a not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam","page_number":85,"box":{"x":60,"y":513,"width":867,"height":12}},{"id":"071909f2-9ee4-473a-8047-92dae6203063","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":85,"box":{"x":60,"y":528,"width":867,"height":12}},{"id":"65bc8f83-a922-42a5-8a83-23b51c440c52","block_type":"box","text":"books. He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has","page_number":85,"box":{"x":60,"y":543,"width":850,"height":12}},{"id":"ea771af9-aed3-4a3b-9258-915482e2e7e9","block_type":"box","text":"been an adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s","page_number":85,"box":{"x":60,"y":558,"width":859,"height":12}},{"id":"d439735a-6cb0-4588-8c52-f68c691fee99","block_type":"box","text":"Council of Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California,","page_number":85,"box":{"x":59,"y":573,"width":866,"height":12}},{"id":"1213ba9b-7d0a-4eac-91f6-a773f5b9f24d","block_type":"box","text":"Los Angeles.","page_number":85,"box":{"x":60,"y":588,"width":86,"height":13}},{"id":"2bf0a352-93c0-4de6-8467-9bc96add4202","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":85,"box":{"x":60,"y":615,"width":864,"height":9}},{"id":"b3a8640f-8f2d-4c40-9572-dd9ae9e668ab","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust, and Chair of the Fixed","page_number":85,"box":{"x":59,"y":630,"width":839,"height":11}},{"id":"d3ca6aa8-0dbd-403f-b935-b9e4311fb45c","block_type":"box","text":"Income Plus Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust,","page_number":85,"box":{"x":60,"y":645,"width":820,"height":12}},{"id":"b0483c10-0842-4ce8-84a1-09ffc648df9e","block_type":"box","text":"iShares, Inc. and iShares U.S. ETF Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal","page_number":85,"box":{"x":60,"y":660,"width":848,"height":12}},{"id":"3d842f1b-e09a-4c01-b08d-1d77ea881988","block_type":"box","text":"Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also","page_number":85,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"74b19c46-2815-4643-b72c-e1237280e806","block_type":"box","text":"served as a member of the Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since","page_number":85,"box":{"x":59,"y":690,"width":840,"height":13}},{"id":"3bc0575d-f21e-4d3a-a1ab-65b6c1ae0ff8","block_type":"box","text":"2021. Mr. Lawton served in various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a","page_number":85,"box":{"x":59,"y":705,"width":846,"height":13}},{"id":"eead8156-1cc1-46f6-921a-ba34c9b4c319","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":85,"box":{"x":59,"y":720,"width":844,"height":13}},{"id":"ad7f81cc-d00e-4f7f-b695-61cc948cd96a","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":85,"box":{"x":60,"y":736,"width":804,"height":12}},{"id":"2cd16e7e-d8ca-4c99-813d-40218aabb25e","block_type":"box","text":"Investments from 1997 to 2008. Mr. Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr.","page_number":85,"box":{"x":60,"y":751,"width":858,"height":12}},{"id":"7162b2c7-85b7-4d7b-9827-d96f0a80d2dd","block_type":"box","text":"Lawton has a BA degree in Administrative Science from Yale University and an MBA from University of North Texas.","page_number":85,"box":{"x":60,"y":766,"width":806,"height":12}},{"id":"e34791a6-74ff-4a70-94e5-2d606815abb4","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2003 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":85,"box":{"x":58,"y":792,"width":863,"height":13}},{"id":"3d6ed2f5-0b7e-421a-826b-b4b7db1b5475","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc. since 2003, a Trustee of iShares U.S. ETF Trust since 2011, and Chair","page_number":85,"box":{"x":59,"y":807,"width":878,"height":12}},{"id":"176775fc-8f92-4908-aed6-ec4f2e1c0dfd","block_type":"box","text":"of the Equity Plus Committee of each Board since 2025. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF,","page_number":85,"box":{"x":59,"y":823,"width":877,"height":12}},{"id":"8b5ce85a-ce26-49b9-9924-338186805ad4","block_type":"box","text":"Inc. from 2010 to 2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and","page_number":85,"box":{"x":60,"y":838,"width":852,"height":12}},{"id":"07dc9185-ab3c-4548-b05e-9ad41fbf621b","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":85,"box":{"x":59,"y":853,"width":868,"height":12}},{"id":"bb389b2c-db77-4728-be45-2017dbc65ad9","block_type":"box","text":"in their homes. From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez","page_number":85,"box":{"x":60,"y":868,"width":825,"height":11}},{"id":"427f94dd-8e8f-427c-9310-6c729b994503","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":85,"box":{"x":59,"y":883,"width":837,"height":12}},{"id":"8b6cf4e0-7bf8-47e6-8ff2-cdb3ea74734f","block_type":"box","text":"74","page_number":85,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"d684c7d4-2b15-4b4d-9881-f312dac5738f","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":86,"box":{"x":60,"y":67,"width":817,"height":12}},{"id":"81b27b63-c0ec-46ad-90c7-a83e491813b6","block_type":"box","text":"activities. Mr. Martinez also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI,","page_number":86,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"bb9bd7e1-88b5-40f0-abf4-2f7226536131","block_type":"box","text":"Chairman of Barclays Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to","page_number":86,"box":{"x":59,"y":97,"width":868,"height":12}},{"id":"7eb59b1e-f3bf-4d54-8d99-3f7bcb91c153","block_type":"box","text":"2012, he was a Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin","page_number":86,"box":{"x":59,"y":112,"width":840,"height":11}},{"id":"7b49b8f2-d793-420f-b6f5-88cbc08d149f","block_type":"box","text":"Street Honorary Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB","page_number":86,"box":{"x":59,"y":127,"width":853,"height":12}},{"id":"b52e5855-5c38-4697-9c6b-102b506b6329","block_type":"box","text":"degree in economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The","page_number":86,"box":{"x":59,"y":142,"width":867,"height":13}},{"id":"348ee5c8-220b-4985-8c3c-9a05cac3a366","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":86,"box":{"x":60,"y":157,"width":332,"height":13}},{"id":"5c81f8d7-44ea-4fa9-8854-53e1cec9d936","block_type":"box","text":"Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Nominating and Governance Committee of the","page_number":86,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"8ccb80c5-a478-4081-881c-ec4b6d2161ff","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2011,","page_number":86,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"65eeb53e-df6f-411f-ac5f-5ce85321ddf7","block_type":"box","text":"and Chair of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares","page_number":86,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"48b7ce3b-91f2-41b5-a639-fa925cbcd7ad","block_type":"box","text":"MSCI Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at","page_number":86,"box":{"x":59,"y":229,"width":858,"height":12}},{"id":"6230f07c-76f4-4ff4-b0dc-a94f3359b422","block_type":"box","text":"the University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as","page_number":86,"box":{"x":59,"y":244,"width":842,"height":13}},{"id":"e4b37429-67a4-4242-8fc6-d2147ed5c692","block_type":"box","text":"Chair of the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":86,"box":{"x":59,"y":259,"width":873,"height":13}},{"id":"18d6b2bd-a7c4-4d29-a582-858c5fcddfe5","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. Capital Corporation since 2016, as a","page_number":86,"box":{"x":60,"y":274,"width":820,"height":13}},{"id":"2efc5bb3-8b96-4e91-8bc8-80d170170ab1","block_type":"box","text":"Director of C.M. Capital Corporation since 2020, and as a director of WellBe Senior Medical since 2023. From 2001 to 2017,","page_number":86,"box":{"x":60,"y":290,"width":854,"height":12}},{"id":"65edda6f-ef0a-4bd8-9710-28e69ba98fdb","block_type":"box","text":"Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April","page_number":86,"box":{"x":59,"y":305,"width":872,"height":12}},{"id":"a79a79a5-8dc8-4f0e-98b1-60e15edc8ab8","block_type":"box","text":"2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for","page_number":86,"box":{"x":59,"y":320,"width":846,"height":12}},{"id":"0ea593f8-b4b4-45ef-b15e-526cd19724c9","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":86,"box":{"x":59,"y":335,"width":868,"height":12}},{"id":"9fc7493b-4df2-48c0-92f7-c08e38c45368","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":86,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"4ed85369-246f-4740-aa47-e401dd20b6e4","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":86,"box":{"x":59,"y":365,"width":876,"height":13}},{"id":"da066162-af9b-4cb2-a118-b865c64e0336","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":86,"box":{"x":59,"y":380,"width":871,"height":13}},{"id":"4b7fba1d-1a2e-47f0-9aae-a76d6110d2b2","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":86,"box":{"x":59,"y":395,"width":820,"height":13}},{"id":"61ae9619-bbcf-4d8e-bd93-0930dcdb1ab3","block_type":"box","text":"University.","page_number":86,"box":{"x":60,"y":411,"width":70,"height":12}},{"id":"6abf94b8-411b-43cc-ba52-14fbef3ac522","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":86,"box":{"x":60,"y":437,"width":416,"height":12}},{"id":"3fc5e795-5ae5-4ea8-bb76-9e8954228b1f","block_type":"box","text":"Overall responsibility for oversight of the Funds rests with the Board. The Board has engaged BFA to manage the Funds on a","page_number":86,"box":{"x":59,"y":463,"width":867,"height":13}},{"id":"a9ba87e7-b35a-4bcb-8dcc-78fb18130a7d","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Funds in","page_number":86,"box":{"x":59,"y":479,"width":855,"height":12}},{"id":"a53291da-6373-4121-ac0d-7bf70b7fb35b","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":86,"box":{"x":59,"y":494,"width":847,"height":12}},{"id":"dad355a4-4a41-42af-8a1a-a2f14c6ea521","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":86,"box":{"x":60,"y":509,"width":841,"height":12}},{"id":"475c6353-5a9a-410a-8870-381333106b26","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":86,"box":{"x":60,"y":524,"width":872,"height":12}},{"id":"e7d9899e-7f46-43cb-8099-9671c639d3ab","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":86,"box":{"x":59,"y":539,"width":830,"height":12}},{"id":"f6b68c28-063f-4e37-aecb-cb4b593004f0","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":86,"box":{"x":60,"y":554,"width":819,"height":13}},{"id":"d8d66cfd-c6bb-4abb-b1c1-185747dcc740","block_type":"box","text":"providers to the Trust.","page_number":86,"box":{"x":59,"y":569,"width":153,"height":13}},{"id":"ccd7b179-283f-43c9-aa73-45198937ae6e","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":86,"box":{"x":59,"y":596,"width":871,"height":12}},{"id":"72c29225-6d32-4680-9c85-c918d7c22cdd","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":86,"box":{"x":60,"y":611,"width":872,"height":12}},{"id":"d071c806-431b-4327-9a57-638d53f4bb48","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":86,"box":{"x":60,"y":626,"width":864,"height":12}},{"id":"52d0439d-53f0-4383-9e8d-f925620f22c6","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":86,"box":{"x":60,"y":641,"width":863,"height":12}},{"id":"86a9f0ef-857d-4369-aa51-25ac9c2d6bfb","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":86,"box":{"x":59,"y":656,"width":804,"height":13}},{"id":"1ad7fb2c-5630-4061-b772-8224f831ad7d","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time","page_number":86,"box":{"x":59,"y":671,"width":863,"height":13}},{"id":"1fd15150-9fb5-4298-a6ec-44f698567bc2","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":86,"box":{"x":59,"y":686,"width":863,"height":13}},{"id":"1e8526f3-1a51-46ac-b12e-09d1b432f940","block_type":"box","text":"the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":86,"box":{"x":59,"y":702,"width":856,"height":12}},{"id":"bf90c538-1230-43b0-bb8a-f5e72e4c405e","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":86,"box":{"x":60,"y":717,"width":816,"height":12}},{"id":"419b80ed-b9aa-4f59-8456-0e41e0fb5ece","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":86,"box":{"x":59,"y":732,"width":878,"height":12}},{"id":"3aa8831d-ab80-4561-8dc0-800af9ec3492","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":86,"box":{"x":59,"y":747,"width":824,"height":12}},{"id":"959f0be6-185b-4114-9640-49fe947116cf","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":86,"box":{"x":59,"y":762,"width":863,"height":12}},{"id":"2d5d4622-8862-41db-9abe-906e5d6585bc","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":86,"box":{"x":59,"y":777,"width":797,"height":13}},{"id":"53acce4e-17e0-4513-bf7c-b9f92fa45d57","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":86,"box":{"x":60,"y":792,"width":823,"height":13}},{"id":"4b6e08e0-c8bf-4739-ace3-f8f7ac6b7500","block_type":"box","text":"enhance effective oversight.","page_number":86,"box":{"x":59,"y":807,"width":194,"height":13}},{"id":"d52cb6aa-ba11-4137-a3e1-3d57bbec6223","block_type":"box","text":"Day-to-day risk management with respect to the Funds is the responsibility of BFA or other service providers (depending on","page_number":86,"box":{"x":60,"y":834,"width":866,"height":12}},{"id":"dff05357-4f80-41ea-83f6-719d8048a824","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. Each Fund is subject to a number of risks, including investment,","page_number":86,"box":{"x":59,"y":849,"width":845,"height":12}},{"id":"aad4f9be-2cb1-4c1a-9460-5bb1dacf6fc5","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":86,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"6cbb4d67-1299-438b-aa3e-53ef48ffeea1","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":86,"box":{"x":60,"y":879,"width":813,"height":13}},{"id":"8f21c96e-6901-4c03-8fd8-8e302cc13369","block_type":"box","text":"75","page_number":86,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"29aeac73-ca44-4d96-9575-788f4bae745b","block_type":"box","text":"eliminate all of the risks applicable to the Funds. The Trustees have an oversight role in this area, satisfying themselves that","page_number":87,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"5e690adf-ace1-44a5-ac18-f8946838ef6b","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":87,"box":{"x":60,"y":82,"width":831,"height":12}},{"id":"24e90a6e-366a-4e2b-a1f0-fd9182401bd8","block_type":"box","text":"general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":87,"box":{"x":59,"y":97,"width":824,"height":12}},{"id":"72fac0a4-1238-4ac7-84b6-7bff3db71177","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":87,"box":{"x":60,"y":112,"width":827,"height":12}},{"id":"f0ed204c-7635-4f4b-8a53-b53538f84a3f","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":87,"box":{"x":59,"y":127,"width":875,"height":12}},{"id":"53b5dec3-b206-4ff6-964c-1044ccbc08cb","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":87,"box":{"x":60,"y":142,"width":871,"height":13}},{"id":"499027ff-ca0e-47ab-aec8-7406fc4e4795","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds.","page_number":87,"box":{"x":59,"y":157,"width":859,"height":13}},{"id":"f76e088d-aae7-43a5-a30e-584ec0ce6b36","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":87,"box":{"x":59,"y":172,"width":848,"height":13}},{"id":"a3aa9abf-ea0b-473f-b60f-79382cefd76a","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by each Fund and management’s risk","page_number":87,"box":{"x":60,"y":188,"width":853,"height":12}},{"id":"877561a4-b958-4bc9-b993-9b6b58651e64","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":87,"box":{"x":59,"y":203,"width":863,"height":12}},{"id":"b6432c5e-52ce-4e25-8329-01e2e945876b","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":87,"box":{"x":59,"y":218,"width":850,"height":12}},{"id":"d183ea02-1ad2-4fa6-9544-e999e1fac8f9","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":87,"box":{"x":60,"y":233,"width":823,"height":12}},{"id":"80a62320-65df-452f-a77d-81c54201b7fc","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":87,"box":{"x":59,"y":248,"width":842,"height":12}},{"id":"0450d49c-420e-4cc6-b010-3b0e5542667f","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":87,"box":{"x":59,"y":263,"width":850,"height":12}},{"id":"972e742f-be8b-4581-aa1f-d50f3660d716","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support each Fund as well as test results.","page_number":87,"box":{"x":59,"y":278,"width":867,"height":13}},{"id":"9f7cf965-61a0-49c2-bf1b-73a017b74b28","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":87,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"649ce854-02f3-497e-81ed-956c792ba6f3","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":87,"box":{"x":59,"y":308,"width":782,"height":13}},{"id":"eb08aa02-a5df-44d6-8af2-7d97b40b43b5","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":87,"box":{"x":60,"y":324,"width":821,"height":12}},{"id":"6edd0d82-af72-4d97-a910-ab4e23f6aa16","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":87,"box":{"x":59,"y":339,"width":704,"height":12}},{"id":"4e4931b1-8d11-4a86-a89a-d1400a861be6","block_type":"box","text":"Committees of the Board of Trustees.","page_number":87,"box":{"x":59,"y":365,"width":268,"height":10}},{"id":"0e721f8e-896b-4b17-a91a-edfabb0d3474","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":87,"box":{"x":336,"y":365,"width":556,"height":13}},{"id":"45bd31f9-27b3-46a7-b375-df79214e70cd","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":87,"box":{"x":60,"y":380,"width":848,"height":13}},{"id":"2ca11357-c069-43eb-9b68-07a5c7dfd307","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":87,"box":{"x":59,"y":395,"width":824,"height":13}},{"id":"3948a8d9-546e-4e52-a05d-8d64712588a2","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":87,"box":{"x":60,"y":411,"width":823,"height":12}},{"id":"9b48ad75-4ac5-4652-8e17-ed92c2962645","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":87,"box":{"x":59,"y":426,"width":829,"height":12}},{"id":"7865ea2f-2b27-4caf-9d56-9277e590740a","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":87,"box":{"x":59,"y":441,"width":857,"height":12}},{"id":"f949fafc-8e23-4142-aebf-e1e1b4db3d38","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":87,"box":{"x":59,"y":456,"width":871,"height":12}},{"id":"f204de67-8181-4c21-9818-88597312100c","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":87,"box":{"x":59,"y":471,"width":829,"height":12}},{"id":"3f9ba455-4cf4-4a5a-b224-8d5c669952c1","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":87,"box":{"x":59,"y":486,"width":873,"height":12}},{"id":"3e8b1354-daea-4f0e-a9e2-54881f7b6e6f","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended March 31, 2026.","page_number":87,"box":{"x":59,"y":501,"width":645,"height":13}},{"id":"f792adf8-5a4b-426f-aabc-e9c66a187e65","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":87,"box":{"x":59,"y":528,"width":856,"height":12}},{"id":"fc6cf66a-3c1e-452e-9571-7adbc30fea4a","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":87,"box":{"x":60,"y":543,"width":869,"height":12}},{"id":"2b48ad4e-eb77-4c9f-a9d8-2cd929d35ed0","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":87,"box":{"x":60,"y":558,"width":870,"height":12}},{"id":"e8047ca0-d080-49f1-bbf5-d302af68ea00","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":87,"box":{"x":59,"y":573,"width":867,"height":12}},{"id":"fc143cb2-7545-45ef-a3f4-c412a60cbdf3","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":87,"box":{"x":59,"y":588,"width":793,"height":13}},{"id":"59686e2d-b39a-472b-8806-39b7ad5278de","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":87,"box":{"x":60,"y":603,"width":845,"height":13}},{"id":"4dcd9925-2b68-4e40-b763-69de41b22df9","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":87,"box":{"x":59,"y":618,"width":826,"height":13}},{"id":"abc2a528-6e7e-43a2-b659-67c60c8cce7d","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":87,"box":{"x":59,"y":634,"width":865,"height":12}},{"id":"9326c55d-7ef3-45ab-9899-fca5e9086b9d","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":87,"box":{"x":60,"y":649,"width":857,"height":12}},{"id":"63a9ceb4-54bf-4e1b-a005-73d32c100d60","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":87,"box":{"x":60,"y":664,"width":826,"height":12}},{"id":"135b43d4-9f63-4f52-a365-b957ae389798","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":87,"box":{"x":60,"y":679,"width":845,"height":12}},{"id":"126014a1-0a90-412f-b1d9-f59de90a5e7a","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":87,"box":{"x":59,"y":694,"width":864,"height":12}},{"id":"50ad2aa7-5236-46f6-9409-4a230e2657ab","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":87,"box":{"x":60,"y":709,"width":829,"height":12}},{"id":"fb10682e-23eb-42a3-9d4a-40bd93b8e3d1","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":87,"box":{"x":59,"y":724,"width":857,"height":13}},{"id":"a9277f75-f62f-4569-a143-62f1001a55e7","block_type":"box","text":"other capacity). The Nominating and Governance Committee met two times during the fiscal year ended March 31, 2026.","page_number":87,"box":{"x":59,"y":739,"width":850,"height":13}},{"id":"e78d4c0f-a97e-4c8e-a6ee-b499b16445d6","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":87,"box":{"x":60,"y":766,"width":831,"height":12}},{"id":"b7b06945-11fa-4a78-8e0c-84df2e9fc743","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":87,"box":{"x":59,"y":781,"width":865,"height":12}},{"id":"62e3f8d8-db35-4e18-9cb7-8b1122f2bee1","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":87,"box":{"x":59,"y":796,"width":823,"height":12}},{"id":"ed9a2b50-7af6-4a3f-8415-360af79b1100","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":87,"box":{"x":60,"y":811,"width":877,"height":13}},{"id":"aff21f90-c128-45e4-beab-ddf6a1486020","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":87,"box":{"x":59,"y":826,"width":861,"height":13}},{"id":"cb98f88b-c395-4969-83b3-4be8ca6cc577","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":87,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"989ec787-68fb-435a-a29b-a3502e3eebe0","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":87,"box":{"x":60,"y":857,"width":847,"height":12}},{"id":"157740a0-7b58-4641-b3d9-2c4d6e120a63","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended March 31, 2026.","page_number":87,"box":{"x":59,"y":872,"width":615,"height":12}},{"id":"fa83e3dc-fa3b-4c6e-98c8-0c7457641882","block_type":"box","text":"76","page_number":87,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"52db8279-44d6-4784-8d81-f9815f42edc3","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":88,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"68503efd-e4d5-4524-87d3-6ed3a915c2a6","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":88,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"9d12d18c-2673-47b3-984b-30794c016e5e","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":88,"box":{"x":59,"y":97,"width":840,"height":12}},{"id":"ba3be9d2-688a-4898-9b9e-7d1499ea07b8","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":88,"box":{"x":59,"y":112,"width":818,"height":12}},{"id":"898e9d7d-1482-4750-8df2-891e60e16c3b","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":88,"box":{"x":59,"y":127,"width":878,"height":12}},{"id":"11a11dff-d108-4039-9915-5f1430828b41","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":88,"box":{"x":59,"y":142,"width":854,"height":13}},{"id":"a0808179-3580-4fe7-a351-a0088ac32bfb","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":88,"box":{"x":59,"y":157,"width":869,"height":13}},{"id":"f904acce-a377-4886-9c71-a3d4fec8eb77","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":88,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"b589f06a-783a-41d7-bdc0-e97ba013e43d","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":88,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"81a73d2e-c722-42a1-b275-04833f2192e8","block_type":"box","text":"ended March 31, 2026.","page_number":88,"box":{"x":59,"y":203,"width":159,"height":11}},{"id":"a436c3a3-13bc-49f1-935d-e08a61b82507","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":88,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"d02a959a-4a67-46c1-a4ed-c9fd8c020435","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":88,"box":{"x":60,"y":244,"width":878,"height":13}},{"id":"bacf071e-256c-420d-a872-ab74612388fc","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":88,"box":{"x":60,"y":259,"width":878,"height":13}},{"id":"db52073e-29df-4041-af9a-a7cbcaa9eff0","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":88,"box":{"x":60,"y":274,"width":866,"height":13}},{"id":"7ec603d6-de68-4c06-9758-fbe5732eb8fb","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":88,"box":{"x":60,"y":290,"width":877,"height":12}},{"id":"d3fb78c6-b2f3-4ea1-9f7a-135a7ff6b7c8","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":88,"box":{"x":60,"y":305,"width":780,"height":12}},{"id":"30df38b4-25f8-4ee5-9e46-cb9c69ed0f67","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended March","page_number":88,"box":{"x":60,"y":320,"width":869,"height":12}},{"id":"790ef4ed-b591-459a-b55a-8eec1407f01a","block_type":"box","text":"31, 2026.","page_number":88,"box":{"x":59,"y":335,"width":62,"height":11}},{"id":"3a661799-927c-405e-848b-fe3271e284f7","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":88,"box":{"x":59,"y":361,"width":879,"height":13}},{"id":"76c534a7-e655-4272-86c8-d85fa60851fe","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":88,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"fe95395d-76ca-4b14-99c3-de5e6838805b","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":88,"box":{"x":59,"y":392,"width":867,"height":12}},{"id":"be902f0e-516a-4819-abb3-a93b01df75f1","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":88,"box":{"x":59,"y":407,"width":879,"height":12}},{"id":"5f36e987-c8c6-42a7-a3d6-7f528942bfc1","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":88,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"007d30da-03b9-4bb9-bf60-efea06a1d1da","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":88,"box":{"x":60,"y":437,"width":842,"height":12}},{"id":"b75d0c57-4be3-4724-ad16-eb5cd6756614","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":88,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"331a9807-7ecd-4713-b351-f6d8bf98f142","block_type":"box","text":"Committee met four times during the fiscal year ended March 31, 2026.","page_number":88,"box":{"x":59,"y":467,"width":501,"height":13}},{"id":"d1897b67-f06c-4021-b783-befa28f7ae2b","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":88,"box":{"x":59,"y":494,"width":838,"height":12}},{"id":"4345a85d-5168-4e4a-9da8-7a0910b43a01","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":88,"box":{"x":59,"y":509,"width":847,"height":12}},{"id":"a7646fa0-96f5-4301-bec9-52153b63e366","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most","page_number":88,"box":{"x":60,"y":524,"width":860,"height":12}},{"id":"078bd67b-3ee5-4b9e-be79-bff9d62abd4d","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":88,"box":{"x":59,"y":539,"width":851,"height":12}},{"id":"263ebdb9-3b5e-4709-89f0-a5c41eca825a","block_type":"box","text":"four times during the fiscal year ended March 31, 2026.","page_number":88,"box":{"x":59,"y":554,"width":386,"height":13}},{"id":"02daf1dc-4f39-459c-9ed4-9440635ab6e8","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":88,"box":{"x":59,"y":581,"width":685,"height":12}},{"id":"5cfd4b4f-1f78-45c0-8a25-9c200900240b","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":88,"box":{"x":59,"y":607,"width":833,"height":12}},{"id":"3e373373-820d-4eb0-b82e-538ef345019b","block_type":"box","text":"Trustee in the Funds and in other registered investment companies overseen by the Trustee within the same family of","page_number":88,"box":{"x":59,"y":622,"width":823,"height":13}},{"id":"8ac28143-67a3-4947-9e7f-56ceeff8b900","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":88,"box":{"x":60,"y":637,"width":866,"height":13}},{"id":"88bbfafb-7f3e-46a4-9300-4ec5f613383f","block_type":"box","text":"date indicated above:","page_number":88,"box":{"x":59,"y":652,"width":148,"height":10}},{"id":"97873f64-1840-40c3-82fa-096c55c8a887","block_type":"box","text":"Name Fund","page_number":88,"box":{"x":116,"y":743,"width":302,"height":7}},{"id":"3778bbf5-e1dc-49d9-9004-0a11d76529d5","block_type":"box","text":"Dollar Range of Equity","page_number":88,"box":{"x":618,"y":732,"width":128,"height":10}},{"id":"d02c7406-cb5c-49b6-9016-29ea1043ebf9","block_type":"box","text":"Securities in Named Fund","page_number":88,"box":{"x":608,"y":743,"width":147,"height":7}},{"id":"92c34184-0ddc-483b-ada1-c09436a304ed","block_type":"box","text":"Aggregate Dollar Range","page_number":88,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"c08722f2-dea9-42ee-872d-f3d84ad50830","block_type":"box","text":"of Equity Securities in all","page_number":88,"box":{"x":790,"y":692,"width":141,"height":10}},{"id":"41e62a0a-684b-409c-b98b-526eab081ed9","block_type":"box","text":"Registered Investment","page_number":88,"box":{"x":797,"y":702,"width":128,"height":10}},{"id":"79606e5d-e1e8-425c-9675-23a4222be562","block_type":"box","text":"Companies Overseen by","page_number":88,"box":{"x":791,"y":712,"width":139,"height":10}},{"id":"181275d3-ef57-4bd8-9071-703d4b8fc2a8","block_type":"box","text":"Trustee","page_number":88,"box":{"x":839,"y":723,"width":43,"height":7}},{"id":"059b6a4f-0fe0-4e45-a5fd-21e5353decdd","block_type":"box","text":"in Family of","page_number":88,"box":{"x":828,"y":732,"width":67,"height":10}},{"id":"bf5806d1-97df-4de1-a652-c6e2e743e46e","block_type":"box","text":"Investment Companies","page_number":88,"box":{"x":795,"y":743,"width":132,"height":9}},{"id":"7aea9416-409b-4b22-b4a7-deb5f77f7e0a","block_type":"box","text":"Robert S. Kapito None None None","page_number":88,"box":{"x":60,"y":765,"width":759,"height":12}},{"id":"a82e6ded-ecb2-4a92-9ccf-392e0523519c","block_type":"box","text":"Stephen Cohen None None None","page_number":88,"box":{"x":59,"y":805,"width":760,"height":12}},{"id":"09f51059-5b43-4eb7-9e4b-74339617df63","block_type":"box","text":"John E. 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The annual retainer for services as an Advisory Board Member is the same as the annual","page_number":91,"box":{"x":60,"y":859,"width":866,"height":12}},{"id":"20100c4f-7970-480a-bc68-d8a113a73dde","block_type":"box","text":"retainer for services as a Board member. The Independent Chair of the Board is paid an additional annual retainer of","page_number":91,"box":{"x":60,"y":874,"width":809,"height":13}},{"id":"a29f6bf9-fd00-402c-80be-d5d2db5fb321","block_type":"box","text":"80","page_number":91,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"8f163fd5-68a4-4ec7-ae14-d412e615cb6d","block_type":"box","text":"$150,000. The Chair of each of the Audit Committee, Risk Committee, Equity Plus Committee, Fixed Income Plus Committee,","page_number":92,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"71aa1785-69ec-4056-9d54-71dde6c762b6","block_type":"box","text":"Securities Lending Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual","page_number":92,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"5d1c110d-3692-4acc-8b33-5505fd7d4575","block_type":"box","text":"retainer of $50,000. The Co-Chair of each of the Audit Committee and Risk Committee was paid an additional retainer of","page_number":92,"box":{"x":60,"y":97,"width":846,"height":12}},{"id":"e951495a-8018-41b7-9676-652b50c1d451","block_type":"box","text":"$25,000.","page_number":92,"box":{"x":59,"y":112,"width":60,"height":11}},{"id":"8cec49ff-0184-48b9-8632-681e6aa3b954","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Funds and the aggregate","page_number":92,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"2140e439-f776-41a8-b582-a9533a92858c","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":92,"box":{"x":59,"y":154,"width":815,"height":12}},{"id":"8d28bfc5-2cd8-40b3-a36f-b003d5f01808","block_type":"box","text":"Agreements to cover all operating expenses of the Funds, subject to certain exclusions as provided for therein, BFA pays the","page_number":92,"box":{"x":59,"y":169,"width":866,"height":12}},{"id":"c382a14a-8e65-49ad-af7c-b501633b8c66","block_type":"box","text":"compensation from its management fees. 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Kapito None Not Applicable Not Applicable None","page_number":92,"box":{"x":60,"y":306,"width":846,"height":12}},{"id":"9ca04fb9-9f16-4de9-9f01-cb2528f9b530","block_type":"box","text":"Stephen Cohen None Not Applicable Not Applicable None","page_number":92,"box":{"x":59,"y":321,"width":847,"height":12}},{"id":"be48f76e-4891-4893-b29d-b09f498d0440","block_type":"box","text":"Independent Trustees:","page_number":92,"box":{"x":59,"y":351,"width":155,"height":13}},{"id":"e7f2b9df-e5d4-41cd-a0bb-13840b6cb25c","block_type":"box","text":"Jane D. Carlin $80,023.09 Not Applicable Not Applicable $550,000","page_number":92,"box":{"x":58,"y":382,"width":862,"height":12}},{"id":"c096d4a4-e55a-46d5-9f6b-e568024b4837","block_type":"box","text":"Richard L. Fagnani 80,023.09 Not Applicable Not Applicable 550,000","page_number":92,"box":{"x":60,"y":397,"width":856,"height":12}},{"id":"9d855689-c34b-4bbe-b919-51f0dd203d18","block_type":"box","text":"Laura F. Fergerson 76,385.68 Not Applicable Not Applicable 525,000","page_number":92,"box":{"x":60,"y":412,"width":855,"height":12}},{"id":"d6b3d5a7-c6d2-4b18-971e-ab0890d60356","block_type":"box","text":"Cecilia H. Herbert","page_number":92,"box":{"x":59,"y":427,"width":122,"height":10}},{"id":"3e059aed-162e-4208-b1e6-34946cd1e495","block_type":"box","text":"3","page_number":92,"box":{"x":182,"y":425,"width":5,"height":6}},{"id":"550054be-343c-4584-b9ee-de3902407432","block_type":"box","text":"69,110.85 Not Applicable Not Applicable 475,000","page_number":92,"box":{"x":400,"y":427,"width":515,"height":12}},{"id":"820918f5-c7db-4ca5-9569-07d5c42d2a09","block_type":"box","text":"John E. Kerrigan 87,297.92 Not Applicable Not Applicable 600,000","page_number":92,"box":{"x":58,"y":442,"width":858,"height":12}},{"id":"619be178-0a12-40f8-868c-18f54a65996f","block_type":"box","text":"James Lam 76,385.68 Not Applicable Not Applicable 525,000","page_number":92,"box":{"x":58,"y":457,"width":857,"height":13}},{"id":"9626db3f-3d46-40bf-b266-7ea5b8ad9bfc","block_type":"box","text":"Drew E. Lawton 76,385.68 Not Applicable Not Applicable 525,000","page_number":92,"box":{"x":60,"y":472,"width":855,"height":13}},{"id":"0a670cd9-3b7e-4323-b1e5-769ecd53fe11","block_type":"box","text":"John E. Martinez 76,385.68 Not Applicable Not Applicable 525,000","page_number":92,"box":{"x":58,"y":487,"width":857,"height":13}},{"id":"bd5b91bd-0bc2-4316-8f11-1abc20a14e50","block_type":"box","text":"Madhav V. Rajan 76,385.68 Not Applicable Not Applicable 525,000","page_number":92,"box":{"x":59,"y":503,"width":856,"height":12}},{"id":"0f96c760-a803-42ce-931b-23a2b38eee50","block_type":"box","text":"1","page_number":92,"box":{"x":89,"y":541,"width":2,"height":5}},{"id":"228b623b-a275-41f4-8dec-85ebfd4bb834","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":92,"box":{"x":103,"y":542,"width":815,"height":10}},{"id":"1599a403-6db0-48ed-b2b6-a1284be66d58","block_type":"box","text":"funds in the iShares Complex as of the fiscal year end.","page_number":92,"box":{"x":103,"y":555,"width":301,"height":10}},{"id":"42bc4c7a-5643-4196-8db3-7215889bc466","block_type":"box","text":"2","page_number":92,"box":{"x":88,"y":569,"width":5,"height":5}},{"id":"d7cf5367-6e1d-4bc2-aebc-fc75b804c2b6","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":92,"box":{"x":104,"y":570,"width":730,"height":10}},{"id":"f26a1dea-1b25-4eda-b324-7d8427411356","block_type":"box","text":"3","page_number":92,"box":{"x":88,"y":584,"width":5,"height":5}},{"id":"c90af9b7-6539-47ab-9554-bda0eea09e2f","block_type":"box","text":"Served as an Independent Trustee through December 31, 2025.","page_number":92,"box":{"x":103,"y":585,"width":353,"height":10}},{"id":"7b4a6ce9-a7d2-4967-83a5-3748ba581d58","block_type":"box","text":"Control Persons and Principal Holders of Securities.","page_number":92,"box":{"x":59,"y":608,"width":372,"height":13}},{"id":"babfacaa-6e95-43c8-bab3-85e9d7a250f6","block_type":"box","text":"The Trustees and officers of the Trust collectively owned less than 1% of each Fund’s outstanding shares as of June 30, 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In","page_number":114,"box":{"x":59,"y":373,"width":873,"height":12}},{"id":"612dcc2a-2213-424e-83ef-617011617ffa","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":114,"box":{"x":59,"y":388,"width":815,"height":12}},{"id":"49446b6e-ecbd-437f-8852-e39cea95bde4","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":114,"box":{"x":59,"y":403,"width":816,"height":12}},{"id":"829f4095-956e-4714-9961-378fe0a566fb","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":114,"box":{"x":59,"y":418,"width":876,"height":12}},{"id":"39dd34e5-24dc-44b1-a154-11b19d2701a7","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":114,"box":{"x":59,"y":433,"width":855,"height":13}},{"id":"e3df8533-25d0-41c2-877f-6ec323e62820","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":114,"box":{"x":59,"y":448,"width":815,"height":13}},{"id":"ab33ef3d-19fa-453d-9b47-3a9ea6464d61","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":114,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"a1ca350b-9c7a-40e9-8553-ae112fe4ab3c","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":114,"box":{"x":59,"y":479,"width":874,"height":12}},{"id":"0f127fdd-077e-420d-ad30-acf948ccdb06","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":114,"box":{"x":59,"y":494,"width":834,"height":12}},{"id":"8664ca17-57cc-4466-89b1-6fcb7f8b1bc4","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":114,"box":{"x":59,"y":509,"width":822,"height":12}},{"id":"58509499-4132-4518-8607-b23cd5070b45","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":114,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"101213bb-284d-443a-8889-012a17339332","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":114,"box":{"x":59,"y":539,"width":867,"height":12}},{"id":"d39c927d-8f3e-4f0c-ba01-23282adf13ad","block_type":"box","text":"so.","page_number":114,"box":{"x":59,"y":557,"width":18,"height":7}},{"id":"006450ef-6c6d-44fc-a646-00865366fb77","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":114,"box":{"x":59,"y":581,"width":879,"height":12}},{"id":"0537af77-1807-446d-b84f-73e482c6a489","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":114,"box":{"x":59,"y":596,"width":870,"height":12}},{"id":"006e283e-7ce1-4726-bab5-687a1e4ff956","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":114,"box":{"x":59,"y":611,"width":875,"height":12}},{"id":"170e5c59-ddb2-4e45-896b-c020f2f303db","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":114,"box":{"x":59,"y":626,"width":880,"height":12}},{"id":"efff6b55-703f-4c83-9a15-9025fe94047b","block_type":"box","text":"its other accounts or funds.","page_number":114,"box":{"x":60,"y":641,"width":191,"height":10}},{"id":"1f5b58e9-f533-45b8-8ed6-41275e4604ce","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":114,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"64f32791-1bce-49d4-ab24-c4ae50fed159","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":114,"box":{"x":59,"y":683,"width":854,"height":12}},{"id":"ac570aea-2341-4d26-a8dc-be8cd77c4cdd","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":114,"box":{"x":59,"y":698,"width":836,"height":12}},{"id":"b2b14569-374a-433d-81c6-1c3c3a35f02c","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":114,"box":{"x":60,"y":713,"width":861,"height":12}},{"id":"2124a566-251d-4778-aa5a-d887f05c8d2d","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":114,"box":{"x":59,"y":728,"width":850,"height":12}},{"id":"b2171d36-2e8b-44d6-9863-a6d29813b80a","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":114,"box":{"x":59,"y":743,"width":845,"height":12}},{"id":"3ecfc6e8-df1a-4a07-984c-00f658af7c99","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":114,"box":{"x":60,"y":758,"width":863,"height":13}},{"id":"8998e4f6-432c-498a-903c-80eae94dd411","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":114,"box":{"x":60,"y":773,"width":866,"height":13}},{"id":"475f039b-af00-4685-802f-21321951d154","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":114,"box":{"x":60,"y":788,"width":831,"height":13}},{"id":"f42e1f78-22c3-4564-b2e9-dcd33eae9506","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":114,"box":{"x":59,"y":804,"width":841,"height":12}},{"id":"ae14b079-657c-4fde-bed3-593bcec976d2","block_type":"box","text":"behalf of the Funds.","page_number":114,"box":{"x":60,"y":819,"width":137,"height":9}},{"id":"36634c65-f754-4446-bca6-c58b2210eb90","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":114,"box":{"x":60,"y":845,"width":815,"height":13}},{"id":"29985f9c-0617-4f0d-b528-f1b80e86e7bd","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":114,"box":{"x":60,"y":860,"width":869,"height":13}},{"id":"a020f9f2-0ef2-488a-8b5f-93f6d1546bee","block_type":"box","text":"103","page_number":114,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"883d26e8-a510-4290-9966-0e739b94ac5d","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":115,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"18275c93-f683-4b9a-9a00-dc0f6103da95","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":115,"box":{"x":59,"y":82,"width":541,"height":12}},{"id":"61f7609e-7866-456d-bfbc-d4a80c8b9a95","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":115,"box":{"x":60,"y":108,"width":827,"height":13}},{"id":"82ea3765-a6c3-4601-9790-ca0ba0cc7dfa","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":115,"box":{"x":59,"y":123,"width":866,"height":13}},{"id":"8db068e9-ab3a-46ab-ab74-273035f4ecdf","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":115,"box":{"x":60,"y":138,"width":804,"height":13}},{"id":"c2d03e05-c21e-4e20-8a4b-f38952f9dda5","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":115,"box":{"x":60,"y":154,"width":872,"height":12}},{"id":"e2a31613-ba5c-4a6d-91d0-cdd496dddd49","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":115,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"64d3796e-dcfe-418c-9302-0cfabbdfc253","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":115,"box":{"x":60,"y":184,"width":787,"height":12}},{"id":"ac3da26c-3fa0-4e14-98b7-18d934bfbaa9","block_type":"box","text":"transactions.","page_number":115,"box":{"x":59,"y":200,"width":89,"height":9}},{"id":"fd6c30c0-30d1-4d65-a7b2-23211d0d0202","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":115,"box":{"x":60,"y":225,"width":839,"height":13}},{"id":"3b767fc7-b98d-4296-9479-5c9f8291b509","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":115,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"3d851b68-ce00-42f0-9f4a-818b289bbfc2","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":115,"box":{"x":60,"y":256,"width":847,"height":12}},{"id":"253e21d2-4a11-44a4-86d4-d924a396728a","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":115,"box":{"x":59,"y":271,"width":668,"height":12}},{"id":"12cc6cd5-d1d0-44b2-bd1e-76322be4c4bd","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":115,"box":{"x":59,"y":297,"width":873,"height":13}},{"id":"0f1983eb-a52e-4c0c-8ee4-43776130205e","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":115,"box":{"x":59,"y":312,"width":874,"height":13}},{"id":"39d4724a-fa71-48d9-b6f4-0af2ddbb504d","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":115,"box":{"x":60,"y":327,"width":851,"height":13}},{"id":"abc32ec2-0513-4eee-a5d7-5909eb3ceb13","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":115,"box":{"x":60,"y":343,"width":858,"height":12}},{"id":"6e7f0dcc-4c87-49a6-968e-bb00386064a0","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":115,"box":{"x":59,"y":358,"width":839,"height":12}},{"id":"5604d778-c170-4eaf-84e5-32e882415c14","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":115,"box":{"x":59,"y":373,"width":434,"height":12}},{"id":"efb8137d-809f-41b8-96fe-0e987997fea7","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":115,"box":{"x":60,"y":399,"width":837,"height":13}},{"id":"289d923a-db8c-4364-b5ee-5a478dc78000","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":115,"box":{"x":59,"y":414,"width":846,"height":13}},{"id":"2ad7f16d-d90a-40d7-9e46-9df548c10bf0","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":115,"box":{"x":59,"y":429,"width":840,"height":13}},{"id":"7ef7159a-2213-4426-81a9-19489b41e269","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":115,"box":{"x":59,"y":445,"width":850,"height":12}},{"id":"fe915694-72a3-4399-8258-7589628f3c02","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":115,"box":{"x":59,"y":460,"width":868,"height":12}},{"id":"16eac79c-8348-410a-9fc8-e3a2857ceb75","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":115,"box":{"x":60,"y":475,"width":850,"height":12}},{"id":"d2749c83-fac6-4d19-b314-58c03c6b3d77","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":115,"box":{"x":60,"y":490,"width":859,"height":12}},{"id":"d4329191-84f9-4f71-9c94-5e7d00ee1a47","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":115,"box":{"x":59,"y":505,"width":677,"height":12}},{"id":"6fbb80a7-8919-40f8-88a5-12a2e0111339","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":115,"box":{"x":60,"y":531,"width":859,"height":13}},{"id":"7fbbd250-2253-4fb0-a996-13b22daf62ae","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":115,"box":{"x":59,"y":547,"width":841,"height":12}},{"id":"f8c0d9d9-bc15-4bed-bcb2-7c89983a486b","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":115,"box":{"x":60,"y":562,"width":854,"height":12}},{"id":"1bf8e5f7-6ead-42b7-9727-074ac486b036","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":115,"box":{"x":59,"y":577,"width":816,"height":12}},{"id":"fc09d00f-a073-4524-8fb1-aa7927addcb0","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":115,"box":{"x":59,"y":592,"width":859,"height":12}},{"id":"b3f61985-8680-43b5-9933-a8c7deaaf7d0","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":115,"box":{"x":59,"y":607,"width":819,"height":12}},{"id":"bc36fde4-aacc-43e9-9806-1dee2f55c2e5","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":115,"box":{"x":60,"y":622,"width":844,"height":13}},{"id":"630504df-31a4-40f1-aded-517ba3c84554","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":115,"box":{"x":59,"y":637,"width":568,"height":13}},{"id":"66315fd1-4f97-485c-a7ad-d999d5c4e4ac","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":115,"box":{"x":59,"y":664,"width":851,"height":12}},{"id":"e393c04a-263c-407c-8018-549ae84c8f5a","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":115,"box":{"x":59,"y":679,"width":852,"height":12}},{"id":"db51e569-b9f6-4d19-b898-1bbdf381a8af","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":115,"box":{"x":60,"y":694,"width":875,"height":12}},{"id":"e2149f27-9551-4691-b1f0-f6d2e9ce3c59","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":115,"box":{"x":60,"y":709,"width":868,"height":12}},{"id":"8809c206-bcfc-4baa-aba5-79f00a3d09c2","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":115,"box":{"x":60,"y":724,"width":868,"height":13}},{"id":"8f42d01f-88ed-4ca7-9631-37510536450a","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":115,"box":{"x":59,"y":739,"width":816,"height":13}},{"id":"b60d8098-77a6-4f8d-8ddd-b45f070346ad","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":115,"box":{"x":59,"y":754,"width":865,"height":13}},{"id":"6bd084e2-0855-4a98-b4ee-a6bbe219bc92","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":115,"box":{"x":59,"y":770,"width":572,"height":12}},{"id":"ad56872f-5835-4dc8-99d3-8add4754c007","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":115,"box":{"x":60,"y":796,"width":835,"height":12}},{"id":"1780e937-9343-4e69-ae00-e031e139b432","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":115,"box":{"x":59,"y":811,"width":818,"height":13}},{"id":"6394cc14-80c4-4020-8254-82421e3104b8","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":115,"box":{"x":59,"y":826,"width":844,"height":13}},{"id":"1cc5bee0-5992-453a-a54b-de2c63badc07","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":115,"box":{"x":59,"y":841,"width":851,"height":13}},{"id":"fe731905-363f-44a8-a6c7-6d2f5249cad3","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":115,"box":{"x":59,"y":857,"width":838,"height":12}},{"id":"5144bdac-6530-4e53-b44f-d1aa5ce6823f","block_type":"box","text":"BlackRock.","page_number":115,"box":{"x":60,"y":872,"width":73,"height":9}},{"id":"cd88d55d-2ada-457f-a66d-1d0ac78c43fb","block_type":"box","text":"104","page_number":115,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"06201b0a-ee96-4d30-ad78-38de9e51c9c2","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":116,"box":{"x":60,"y":67,"width":872,"height":12}},{"id":"f786ae78-cc25-4319-9a0b-5cc910554f29","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":116,"box":{"x":60,"y":82,"width":847,"height":12}},{"id":"bb12742c-8e6c-4c45-9a12-d1f7476cc9b3","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":116,"box":{"x":60,"y":97,"width":826,"height":12}},{"id":"63a45c61-fae8-46cb-82db-bdc4ca139b55","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":116,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"97b3cb4c-ae05-44d7-9e38-b7564ae37230","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":116,"box":{"x":59,"y":127,"width":837,"height":12}},{"id":"7c281e47-2ee3-400f-b735-f36db66ff65c","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":116,"box":{"x":59,"y":142,"width":856,"height":13}},{"id":"576c97b8-6abd-41fb-9572-7e46aa5cb30a","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":116,"box":{"x":60,"y":157,"width":870,"height":13}},{"id":"958f41de-1bf4-4934-9729-999ddcbc2efe","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":116,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"8c6d6f39-c5cf-490e-baa8-02c99d304933","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":116,"box":{"x":59,"y":188,"width":859,"height":11}},{"id":"9aa8a7fc-f064-4fce-8a21-5e92fbfe62fb","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":116,"box":{"x":59,"y":203,"width":874,"height":12}},{"id":"964c4418-140a-4cb1-9594-a4b1f2e31978","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":116,"box":{"x":59,"y":218,"width":816,"height":12}},{"id":"0b6949fe-af96-453a-a9eb-a82852262258","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":116,"box":{"x":60,"y":233,"width":247,"height":12}},{"id":"12adf622-c3c6-4175-acfd-f43a0c46ab21","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":116,"box":{"x":59,"y":259,"width":801,"height":13}},{"id":"e64c9fd9-ae54-4c9b-ab24-8f576a072320","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":116,"box":{"x":59,"y":274,"width":836,"height":13}},{"id":"0b07bbad-3fe3-4cdb-b755-7a877589a265","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":116,"box":{"x":60,"y":290,"width":854,"height":12}},{"id":"855bc46b-a116-4231-a30f-e3b20eab49b9","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":116,"box":{"x":59,"y":305,"width":855,"height":12}},{"id":"f468b31e-192e-4363-b8b6-13f017f64c37","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":116,"box":{"x":60,"y":320,"width":854,"height":12}},{"id":"b912f8de-5bb8-4c7d-8393-56b99928c469","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":116,"box":{"x":59,"y":335,"width":858,"height":12}},{"id":"d59e6512-2da4-4ccb-b74b-fc548a74f59a","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":116,"box":{"x":59,"y":350,"width":821,"height":12}},{"id":"6ec074fc-6638-4ed1-ad70-957c38fe193c","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":116,"box":{"x":59,"y":365,"width":330,"height":13}},{"id":"1119a4ad-4579-4efd-afd4-8878c05c98f8","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":116,"box":{"x":59,"y":392,"width":821,"height":12}},{"id":"d5e2265e-358f-47f8-8bab-48b63cb3ea71","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":116,"box":{"x":59,"y":407,"width":851,"height":12}},{"id":"5c881ee3-19bb-4d2b-9795-f810d4de6a74","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":116,"box":{"x":59,"y":422,"width":875,"height":12}},{"id":"d4f69217-4374-4cd2-af25-084476c602ca","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":116,"box":{"x":59,"y":437,"width":824,"height":12}},{"id":"dd9885e6-3733-403f-9e05-236d45222b90","block_type":"box","text":"amounts.","page_number":116,"box":{"x":59,"y":453,"width":65,"height":9}},{"id":"16eafeec-1f7e-4e4e-b58c-60801e81301f","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":116,"box":{"x":59,"y":479,"width":858,"height":12}},{"id":"517c38df-1f4b-4eb0-93f5-6d4082095d8d","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":116,"box":{"x":60,"y":494,"width":856,"height":12}},{"id":"b3d704ca-0b4c-487a-9173-c53b358eadbe","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":116,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"7c776351-e6c2-43e9-8068-02b5cc3e78be","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":116,"box":{"x":59,"y":524,"width":831,"height":12}},{"id":"0e022cd4-d4bd-4bda-a0ff-f8a4526a35b0","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":116,"box":{"x":59,"y":539,"width":821,"height":12}},{"id":"c03db31f-0755-421a-98cb-f7f343114617","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":116,"box":{"x":60,"y":566,"width":851,"height":12}},{"id":"8c0c0109-fa86-4dcd-9056-04e52217f2b9","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":116,"box":{"x":59,"y":581,"width":870,"height":12}},{"id":"f319ea46-0748-445e-8ee4-2a4c5ee2e5fa","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":116,"box":{"x":59,"y":596,"width":851,"height":12}},{"id":"c413e4cc-2bdf-4b06-9cb0-eeef75f8e8f1","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":116,"box":{"x":60,"y":611,"width":871,"height":12}},{"id":"06f8bbbb-57e8-4a27-9b05-8e330efdbd77","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":116,"box":{"x":59,"y":626,"width":838,"height":12}},{"id":"b47c26fc-5f72-417d-8108-c658e6078bc8","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":116,"box":{"x":60,"y":641,"width":870,"height":12}},{"id":"4d0d4b2f-eaf2-4684-b139-c5c876745522","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":116,"box":{"x":59,"y":656,"width":824,"height":13}},{"id":"20b23b2b-35c1-4533-9fb2-f0a22362328a","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":116,"box":{"x":59,"y":671,"width":870,"height":13}},{"id":"e72ad498-5cf5-451b-96a4-6a5bf27e5e85","block_type":"box","text":"allocation.","page_number":116,"box":{"x":59,"y":686,"width":71,"height":10}},{"id":"784ed1c8-6fbf-47fa-88f2-928aafbb2160","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":116,"box":{"x":59,"y":713,"width":863,"height":12}},{"id":"a10d53b7-dc0a-4086-81a9-32f885dd5f55","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":116,"box":{"x":59,"y":728,"width":881,"height":12}},{"id":"df5bacb6-7dea-40e8-b7ee-dbf98fe5a2c2","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":116,"box":{"x":59,"y":743,"width":875,"height":12}},{"id":"bd76fc58-9a04-4c4f-a879-4a2370e6434d","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":116,"box":{"x":59,"y":758,"width":870,"height":13}},{"id":"ab05c890-ed64-4e24-8a37-a2e59a6dba12","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":116,"box":{"x":60,"y":773,"width":848,"height":13}},{"id":"f05a23c1-fa05-426e-acc7-1c98703bf1e8","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":116,"box":{"x":60,"y":788,"width":845,"height":13}},{"id":"55575db2-70e9-4f77-82cf-083081641379","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":116,"box":{"x":59,"y":804,"width":818,"height":12}},{"id":"b5ee57f0-31f4-417d-8dff-1c384f1eebc1","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":116,"box":{"x":59,"y":819,"width":866,"height":12}},{"id":"b42db448-f8c1-4ca9-a288-ee3ce96c3edf","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":116,"box":{"x":59,"y":834,"width":864,"height":12}},{"id":"f26459fe-72f4-4071-8bad-c07263c08542","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":116,"box":{"x":60,"y":849,"width":443,"height":12}},{"id":"646ce81d-4cf0-428f-898e-14df951e6368","block_type":"box","text":"105","page_number":116,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"8431a04d-4e9e-409c-ac85-d621aac31380","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":117,"box":{"x":60,"y":67,"width":867,"height":12}},{"id":"19bf97cf-3415-47c0-92d9-7bad41b5d69d","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":117,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"f528af5d-b011-418a-9a7d-b58a42f26f1f","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":117,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"f5c0ac03-6f4d-4c3b-b2f8-3919df0f2fb1","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":117,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"a4f1d178-0501-4617-adc6-e07e9c9b4aae","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":117,"box":{"x":60,"y":127,"width":857,"height":12}},{"id":"d2f95862-e2d7-4a43-a1fa-c5d4bbe7af90","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":117,"box":{"x":60,"y":142,"width":421,"height":13}},{"id":"76b7ef21-4907-42ca-a549-5ae4d4dc33c6","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":117,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"4c6e24f9-4772-4c80-bf87-7aa3b7d46c73","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":117,"box":{"x":59,"y":184,"width":854,"height":12}},{"id":"c29b11ed-659e-4a02-ab68-c644db7f7ba9","block_type":"box","text":"(","page_number":117,"box":{"x":60,"y":199,"width":4,"height":12}},{"id":"0181d76d-d5b6-4e75-9403-f3d6ef33cb22","block_type":"box","text":"i.e","page_number":117,"box":{"x":65,"y":200,"width":15,"height":9}},{"id":"dd1aec79-ca0b-4d22-9f60-078649ce240e","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":117,"box":{"x":81,"y":199,"width":825,"height":12}},{"id":"2c4483be-d6c6-4c46-9fd0-c537432a20ab","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":117,"box":{"x":60,"y":214,"width":798,"height":12}},{"id":"299cc8b0-2c62-4300-9751-3f5514c82959","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":117,"box":{"x":59,"y":229,"width":861,"height":12}},{"id":"28d79c06-34bd-438d-9b69-d83dcdd61a71","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":117,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"c5b34264-74ce-4248-91ac-1b9afe8197c2","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":117,"box":{"x":59,"y":259,"width":836,"height":13}},{"id":"46712ce9-259b-4745-b8bc-a9b09ccd2ca9","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":117,"box":{"x":60,"y":274,"width":858,"height":13}},{"id":"26afadfb-da2d-4e02-8438-c071e94f6cf3","block_type":"box","text":"the firm.","page_number":117,"box":{"x":59,"y":290,"width":58,"height":9}},{"id":"bde2df0e-3832-4e58-b5d3-eb393b75c169","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":117,"box":{"x":60,"y":316,"width":874,"height":12}},{"id":"83b2f36f-d5e1-46cb-9e5e-4bcc5ffbefe9","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":117,"box":{"x":59,"y":331,"width":849,"height":13}},{"id":"d6196651-4305-44c6-a740-273bffe5fd1a","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":117,"box":{"x":60,"y":346,"width":867,"height":13}},{"id":"a1f5bea9-897a-4b92-8aab-9f395528a9cf","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":117,"box":{"x":59,"y":361,"width":864,"height":13}},{"id":"38629dc3-6cd8-4aa5-af39-92194c9d2202","block_type":"box","text":"required, or in cases involving client direction.","page_number":117,"box":{"x":60,"y":377,"width":318,"height":12}},{"id":"760d2a7b-08f0-47cb-b9ad-aa7c8f11de1d","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":117,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"a05d3570-bf16-4383-82ad-408ed2b52675","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":117,"box":{"x":59,"y":418,"width":819,"height":12}},{"id":"197d2c03-cf11-4297-b8eb-d346da1f4b55","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":117,"box":{"x":59,"y":433,"width":860,"height":13}},{"id":"01053638-806d-430a-81f0-0b00f73b820e","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":117,"box":{"x":59,"y":448,"width":843,"height":13}},{"id":"9d2308fc-4edf-4216-ab8f-a1eb3191e601","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":117,"box":{"x":59,"y":463,"width":471,"height":13}},{"id":"87c089dc-55c2-40ab-9f15-cffc00bae957","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":117,"box":{"x":60,"y":490,"width":847,"height":12}},{"id":"5b32ad20-bad2-4e92-b406-b25c91ac9390","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":117,"box":{"x":60,"y":505,"width":864,"height":12}},{"id":"f85781a6-e150-49ca-b714-227656783676","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":117,"box":{"x":59,"y":520,"width":857,"height":12}},{"id":"dcb8f07a-36f3-469c-8b4d-b19c6179899d","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":117,"box":{"x":59,"y":535,"width":843,"height":13}},{"id":"d1c22e54-4ef5-4189-9839-3ecc03d8efff","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":117,"box":{"x":60,"y":550,"width":814,"height":13}},{"id":"58db17b3-854c-4db0-8824-4931b3b6ba69","block_type":"box","text":"BlackRock.","page_number":117,"box":{"x":60,"y":566,"width":73,"height":9}},{"id":"34ca82c9-2edd-49a6-bb92-6a880dde9a49","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":117,"box":{"x":59,"y":592,"width":879,"height":12}},{"id":"c34c8f16-86da-4dd2-9feb-10941d1e2283","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":117,"box":{"x":59,"y":607,"width":841,"height":12}},{"id":"cb9560bd-6801-4e90-a910-006626a39b67","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":117,"box":{"x":60,"y":622,"width":867,"height":13}},{"id":"ef9ed3a1-e933-4b62-85de-e34e847c8e65","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":117,"box":{"x":59,"y":637,"width":868,"height":13}},{"id":"ac180f95-143d-4428-98ad-75db997c023e","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":117,"box":{"x":60,"y":652,"width":836,"height":13}},{"id":"137b5ad7-d8c3-458c-a2e8-bfda1fa198db","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":117,"box":{"x":59,"y":668,"width":816,"height":12}},{"id":"6965548c-19e4-4320-b5c8-87865bb6bdbf","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":117,"box":{"x":60,"y":694,"width":840,"height":12}},{"id":"8ccf0668-683d-4597-a5c0-7cc7e8ddb9de","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":117,"box":{"x":59,"y":709,"width":875,"height":12}},{"id":"bc926af5-3e87-409d-82cf-1870623444d5","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":117,"box":{"x":60,"y":724,"width":839,"height":13}},{"id":"bbf8dd56-581e-4868-99f7-b41d1af53bd9","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":117,"box":{"x":60,"y":739,"width":869,"height":13}},{"id":"177b3331-cebd-4765-b2a8-28879a0549a8","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":117,"box":{"x":59,"y":754,"width":863,"height":13}},{"id":"15a046dc-2fc7-4ae3-bac5-a1f6adc51805","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":117,"box":{"x":60,"y":770,"width":840,"height":12}},{"id":"d2a51ba4-cb58-41d0-9f0a-269f7632f607","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":117,"box":{"x":60,"y":785,"width":861,"height":12}},{"id":"f8a2e9a6-6710-47e9-bdde-8c5112ee2ebe","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":117,"box":{"x":60,"y":800,"width":867,"height":12}},{"id":"71de0982-f06a-4376-8962-a97dd69346f4","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":117,"box":{"x":59,"y":815,"width":400,"height":12}},{"id":"38d1c67b-e84f-4cb9-ab18-c2cfb80f58c8","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":117,"box":{"x":60,"y":841,"width":833,"height":13}},{"id":"6fea3136-6c5d-476a-a77a-5a22a1bbb543","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":117,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"447991e7-703d-446b-9059-c38c53db538e","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":117,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"ad915b32-6c7c-4e3c-8899-4646c2794c17","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":117,"box":{"x":59,"y":887,"width":851,"height":12}},{"id":"944b0f95-ed75-4514-907f-c1dbfccb7734","block_type":"box","text":"106","page_number":117,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"9c57aaae-ad11-4ab3-b960-6388e84e49b7","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":118,"box":{"x":59,"y":67,"width":871,"height":12}},{"id":"556c30a6-aad2-4b76-9262-1b1115deafd3","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":118,"box":{"x":60,"y":82,"width":844,"height":12}},{"id":"af07f249-37f1-4d4b-9875-b39f16d991a2","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":118,"box":{"x":60,"y":97,"width":825,"height":12}},{"id":"3f36a4a4-b11d-4dae-af23-0d6a55a2c25e","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":118,"box":{"x":59,"y":112,"width":361,"height":12}},{"id":"73cba7a5-f372-48e3-a998-5750a05fd4df","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":118,"box":{"x":60,"y":138,"width":868,"height":13}},{"id":"9c4cde94-c910-48cf-8c50-bef2315c9546","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":118,"box":{"x":60,"y":154,"width":862,"height":12}},{"id":"7daacea6-a4b3-4f8c-a6bf-2abe0c10c325","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":118,"box":{"x":59,"y":169,"width":846,"height":12}},{"id":"1440ade8-548e-489d-8ec6-552833a0007c","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":118,"box":{"x":59,"y":184,"width":842,"height":12}},{"id":"4e399d01-cc67-4713-9fb0-d66a1cf7d58c","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":118,"box":{"x":59,"y":199,"width":846,"height":12}},{"id":"606e9e57-40b7-4f48-bf22-524e2fcfe3fb","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":118,"box":{"x":60,"y":214,"width":871,"height":12}},{"id":"139fd42a-163b-4929-9cc0-ecb56a2858fe","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":118,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"6ebfbfd5-da2c-4864-a1df-2ea003e23a65","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":118,"box":{"x":60,"y":244,"width":793,"height":13}},{"id":"54440ef3-7f5e-4200-9c5a-e59dd98dbf98","block_type":"box","text":"transactions.","page_number":118,"box":{"x":59,"y":260,"width":89,"height":9}},{"id":"7cf76699-1655-4169-b7a4-7579b3d67968","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":118,"box":{"x":60,"y":286,"width":821,"height":12}},{"id":"8dc41074-3db6-47c5-b474-63c2a0301cce","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":118,"box":{"x":59,"y":301,"width":859,"height":12}},{"id":"0865bc1f-b6be-4213-9c4b-0658971c2a76","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":118,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"fa005b9e-b449-4796-9677-887f54e6cf43","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":118,"box":{"x":60,"y":331,"width":810,"height":13}},{"id":"f67392bb-ac24-4cc8-ae27-a2331559cc03","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":118,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"957f8bf0-b1ed-4ace-ad52-0dc52d0bf9f3","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":118,"box":{"x":59,"y":373,"width":872,"height":12}},{"id":"ebc4304c-f013-4249-9801-7e523b250992","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":118,"box":{"x":59,"y":388,"width":876,"height":12}},{"id":"933f56f6-3cf4-4d93-ba78-81c2c237f1f1","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":118,"box":{"x":59,"y":403,"width":824,"height":12}},{"id":"e79bc990-0225-48b2-8653-c0a319f86a32","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":118,"box":{"x":60,"y":418,"width":801,"height":12}},{"id":"595778ce-bb46-4bcc-8c0f-35c3de08d80b","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":118,"box":{"x":59,"y":433,"width":866,"height":13}},{"id":"72a5e197-b943-4dae-9f7d-16463ef3df81","block_type":"box","text":"Policies.”","page_number":118,"box":{"x":60,"y":448,"width":60,"height":10}},{"id":"cc75257d-8888-4d8d-b93a-6106ce9514a6","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":118,"box":{"x":60,"y":475,"width":819,"height":12}},{"id":"d1126434-2dfd-4c91-8d1b-396252d704ed","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":118,"box":{"x":60,"y":490,"width":874,"height":12}},{"id":"47d76c4f-a15a-46f0-ac66-729cd84e8b53","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":118,"box":{"x":59,"y":505,"width":861,"height":12}},{"id":"6f25af0e-6bf2-44ae-b9df-7f058301b1da","block_type":"box","text":"the Fund’s expense ratio.","page_number":118,"box":{"x":59,"y":520,"width":174,"height":12}},{"id":"537043f0-6eab-48e0-99d0-90ee80e65b34","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":118,"box":{"x":60,"y":547,"width":854,"height":12}},{"id":"bdd1648c-f1e8-400b-8c79-57e46859bed3","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":118,"box":{"x":59,"y":562,"width":840,"height":12}},{"id":"1c264410-cf4f-47db-8313-a23a76cd7fc8","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":118,"box":{"x":59,"y":577,"width":856,"height":12}},{"id":"70294228-7bde-4e72-b667-b3cac48b031b","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":118,"box":{"x":59,"y":592,"width":822,"height":12}},{"id":"820dcdc5-bd4b-4f15-9367-f7d76184d4c7","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":118,"box":{"x":60,"y":607,"width":871,"height":12}},{"id":"1b8bde3e-a464-48d4-9a87-59e6a5e5696a","block_type":"box","text":"Fund.","page_number":118,"box":{"x":60,"y":622,"width":37,"height":10}},{"id":"ca21392b-74b2-4f06-8dcb-3ce235622ea5","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":118,"box":{"x":60,"y":649,"width":828,"height":12}},{"id":"bac742cd-6921-442d-9c14-ed239469fd68","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":118,"box":{"x":59,"y":664,"width":858,"height":12}},{"id":"5d49ad49-f94e-4e90-9070-0073f337a3b7","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":118,"box":{"x":59,"y":679,"width":861,"height":12}},{"id":"5af63234-642b-4458-a011-0b0164077db0","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":118,"box":{"x":59,"y":694,"width":870,"height":12}},{"id":"e61ff7dc-c427-427a-b6a4-c48ed2acb3b4","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":118,"box":{"x":59,"y":709,"width":840,"height":12}},{"id":"96d04ec2-b0dc-46be-965f-480e0842e2ae","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":118,"box":{"x":59,"y":724,"width":860,"height":13}},{"id":"fdb6a096-bfec-4d22-8cfb-d835cf13aee8","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":118,"box":{"x":59,"y":739,"width":867,"height":13}},{"id":"3dd5f5ec-d54e-4463-94fd-d6519bed2d03","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":118,"box":{"x":60,"y":766,"width":855,"height":12}},{"id":"ac631606-aa82-4e31-bb46-954c5d39c40b","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":118,"box":{"x":60,"y":781,"width":849,"height":12}},{"id":"58c00691-beec-479b-a326-74ae28501620","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":118,"box":{"x":59,"y":796,"width":863,"height":12}},{"id":"63c4c191-144b-490b-a73d-55489d52fefe","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":118,"box":{"x":59,"y":811,"width":860,"height":13}},{"id":"332271d1-3890-4ae2-91db-9b86255b3652","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":118,"box":{"x":59,"y":826,"width":849,"height":13}},{"id":"a0cf3ed0-b08e-452c-a161-55043294ff80","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":118,"box":{"x":59,"y":841,"width":872,"height":13}},{"id":"f04bd9b6-0d96-4362-8e51-9df9f4ec9cc5","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":118,"box":{"x":59,"y":857,"width":869,"height":12}},{"id":"ca4e092f-3fe1-4d10-be12-503d060f72b5","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":118,"box":{"x":60,"y":872,"width":865,"height":12}},{"id":"7a11f541-7a7f-4d18-bbde-4365763a7d49","block_type":"box","text":"products.","page_number":118,"box":{"x":59,"y":887,"width":65,"height":12}},{"id":"9d4ec685-2b9c-4c41-8ad9-b9fab8d65219","block_type":"box","text":"107","page_number":118,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"65c882a3-905e-4cf5-8d17-d04a50c624e9","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":119,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"74fbfad0-fc1c-4c64-8f08-bcb775d92f07","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":119,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"ba7dd9ec-789b-4d63-8c4e-7901f792c70e","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":119,"box":{"x":60,"y":97,"width":845,"height":12}},{"id":"dc613ec8-aa0b-4f61-a188-21458f0c9bc9","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":119,"box":{"x":60,"y":112,"width":876,"height":12}},{"id":"ab55f56c-0555-4db2-ab34-ba2026c5e096","block_type":"box","text":"provide services to the Fund.","page_number":119,"box":{"x":59,"y":127,"width":200,"height":12}},{"id":"2a9a0478-0d59-42c7-9aec-e789abfc3ef5","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":119,"box":{"x":60,"y":154,"width":867,"height":12}},{"id":"231129e0-b330-48da-a56b-efa6be83716b","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":119,"box":{"x":59,"y":169,"width":821,"height":12}},{"id":"38de60ea-fa98-4273-9b4e-5b2aa13faff7","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":119,"box":{"x":60,"y":184,"width":854,"height":12}},{"id":"d188c1a8-d54b-4240-a30b-b5d1850b2545","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":119,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"8a45cbea-70df-41ba-8165-440e1b150856","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":119,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"50581a9e-3502-4382-97b7-d3d75a3f86da","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":119,"box":{"x":59,"y":229,"width":821,"height":12}},{"id":"15c09990-52d7-44e3-9b3e-33671a3fdb94","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":119,"box":{"x":59,"y":244,"width":466,"height":13}},{"id":"f8f52f3e-25eb-4118-9121-edb7e1d1dc2a","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":119,"box":{"x":59,"y":271,"width":816,"height":12}},{"id":"0f8fab83-d76d-4ad5-99fc-5800bc1fd190","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":119,"box":{"x":59,"y":286,"width":869,"height":12}},{"id":"df2813c9-e921-469d-bed8-b6ea8152f8ab","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":119,"box":{"x":60,"y":301,"width":851,"height":12}},{"id":"cb019087-719d-44cb-add6-62b3da704a4c","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":119,"box":{"x":59,"y":316,"width":879,"height":12}},{"id":"47f0d8ef-8e9e-429b-92f0-231ca30fc0bd","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":119,"box":{"x":59,"y":331,"width":854,"height":13}},{"id":"6c4129a5-fcd8-4a8e-82ef-c6c551c0231c","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":119,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"9ece4687-23f8-4f99-b819-b87e3f19cb7b","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":119,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"3f5bc486-3c57-48fb-8913-6819257ccb23","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":119,"box":{"x":60,"y":377,"width":863,"height":12}},{"id":"4be8fef1-8d8d-4309-a711-5503e2631df0","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":119,"box":{"x":59,"y":392,"width":835,"height":12}},{"id":"bc374f08-a718-42d4-bfc5-994258ab8bc2","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":119,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"c1d4fb4e-ded3-4072-a4e7-53f7b02c8c16","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":119,"box":{"x":60,"y":422,"width":876,"height":12}},{"id":"52a7a0e5-02cc-4c74-bc15-85ee020709fa","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":119,"box":{"x":59,"y":437,"width":843,"height":12}},{"id":"2512f2b9-ba5b-4b5b-adb9-17c82a75f91e","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":119,"box":{"x":59,"y":452,"width":865,"height":12}},{"id":"1b01bf59-f582-4f48-89ea-c7a4ac6320b1","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":119,"box":{"x":60,"y":467,"width":873,"height":13}},{"id":"67eea23e-b328-490c-89ec-9044198d5eda","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":119,"box":{"x":59,"y":482,"width":832,"height":13}},{"id":"aeb3cfaa-161d-4356-a5fc-7c084a050383","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":119,"box":{"x":60,"y":497,"width":522,"height":13}},{"id":"a82b2c63-ebfa-4383-add2-cdcb581e8dfe","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":119,"box":{"x":59,"y":524,"width":847,"height":12}},{"id":"659f2ce0-c846-448c-93b8-0189b939ac99","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":119,"box":{"x":60,"y":539,"width":870,"height":12}},{"id":"99d72212-7830-4964-a3d0-d39a89319f82","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":119,"box":{"x":59,"y":554,"width":857,"height":13}},{"id":"924ef6ec-9a55-4ecd-940f-064361ddc249","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":119,"box":{"x":59,"y":569,"width":832,"height":13}},{"id":"fd5cc99e-384f-4888-ad18-89601ab1f176","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":119,"box":{"x":60,"y":596,"width":866,"height":12}},{"id":"1cdc0917-e4c3-4146-8326-e53e8e7bef83","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":119,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"55da2fe0-d555-4f57-9210-0e1af8fc5215","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":119,"box":{"x":60,"y":626,"width":855,"height":12}},{"id":"24b53e43-dad9-4868-a0a3-89fb067ff937","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. To lessen the possibility that a Fund will be","page_number":119,"box":{"x":59,"y":641,"width":873,"height":12}},{"id":"ecfe3a6b-c776-47bc-bebe-990506b6c174","block_type":"box","text":"adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in compliance","page_number":119,"box":{"x":59,"y":656,"width":868,"height":13}},{"id":"fd3dcf69-6d7e-4b82-abbd-1c717416833a","block_type":"box","text":"with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment","page_number":119,"box":{"x":59,"y":671,"width":846,"height":13}},{"id":"fa35e253-ae11-4df9-bdc9-eb4f41d2b001","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":119,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"cabd1a4a-f4cd-409e-b840-f3ba9a16a49b","block_type":"box","text":"Each Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies","page_number":119,"box":{"x":60,"y":702,"width":850,"height":12}},{"id":"5d0b6299-aad1-4e0a-b86b-8c6ade67887c","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":119,"box":{"x":60,"y":717,"width":562,"height":12}},{"id":"b658a338-8904-4509-8fe6-28c9bf92cccc","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that the","page_number":119,"box":{"x":60,"y":743,"width":860,"height":12}},{"id":"a5eeffbf-e207-4284-9a5f-8985652b18b4","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":119,"box":{"x":60,"y":758,"width":847,"height":13}},{"id":"64b43ab7-8d2a-4890-bce5-478dd8b95453","block_type":"box","text":"another Fund or accounts that are affiliated with the Fund as a result of common officers, directors, or investment advisers or","page_number":119,"box":{"x":59,"y":773,"width":878,"height":12}},{"id":"4e9d261b-9633-4463-a8ed-337288fe5713","block_type":"box","text":"pursuant to exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in","page_number":119,"box":{"x":59,"y":788,"width":852,"height":13}},{"id":"24a41cde-5bf1-45ca-b455-89d0e6cb2090","block_type":"box","text":"circumstances in which BlackRock determined that it would be appropriate for the Fund to purchase and another client of","page_number":119,"box":{"x":59,"y":804,"width":856,"height":12}},{"id":"7223edbf-ff1f-4b4e-843b-ecb8bade9418","block_type":"box","text":"BlackRock to sell, or the Fund to sell and another client of BlackRock to purchase, the same security or instrument on the","page_number":119,"box":{"x":60,"y":819,"width":846,"height":12}},{"id":"751dc0b9-2d5c-4242-acd3-df4ac6c95d27","block_type":"box","text":"same day. 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Similar situations could arise if personnel of","page_number":120,"box":{"x":155,"y":127,"width":736,"height":12}},{"id":"cd0fdc0b-5200-45bc-8965-5ec44197d10a","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. However, if permitted","page_number":120,"box":{"x":60,"y":142,"width":860,"height":13}},{"id":"d6dafdb7-d440-49b7-b9e4-b8dd97b26551","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":120,"box":{"x":60,"y":157,"width":860,"height":13}},{"id":"96324447-303d-41d3-b894-268f8efbed9a","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":120,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"34c8600a-7409-4bdd-84fc-002d61e40073","block_type":"box","text":"are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are directors","page_number":120,"box":{"x":59,"y":188,"width":864,"height":12}},{"id":"f9b36a9a-fad5-477c-a0e5-4c6db0a0312d","block_type":"box","text":"or officers of the issuer.","page_number":120,"box":{"x":59,"y":203,"width":162,"height":9}},{"id":"25400969-f42d-4ca1-a83e-8caba86a13de","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":120,"box":{"x":60,"y":229,"width":863,"height":12}},{"id":"c9d1b41b-1000-4af5-ad44-f7567364ce1f","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":120,"box":{"x":60,"y":244,"width":877,"height":13}},{"id":"061265c1-03bb-41e0-b368-06527a4468e6","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":120,"box":{"x":60,"y":259,"width":828,"height":13}},{"id":"e1eb4587-c5f4-4212-8d85-d849a47b69dd","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":120,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"47d7f8de-5c45-42ea-beec-6142bfaa9aeb","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":120,"box":{"x":59,"y":290,"width":870,"height":12}},{"id":"e99619c8-7a38-408e-b8c0-25a4c57bfce4","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":120,"box":{"x":59,"y":305,"width":852,"height":12}},{"id":"4532c4a8-1769-4ac3-a9af-6cc9e6d830d0","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":120,"box":{"x":60,"y":320,"width":843,"height":12}},{"id":"a955e588-5d70-45bb-90a1-41902adc6d53","block_type":"box","text":"obligation or other duty to do so.","page_number":120,"box":{"x":59,"y":335,"width":230,"height":12}},{"id":"d389c10a-4ab0-4699-803a-36a4661e40a9","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":120,"box":{"x":60,"y":361,"width":838,"height":13}},{"id":"7fc1e11c-4efe-4d3f-871a-3f45af0e1f9e","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":120,"box":{"x":59,"y":377,"width":880,"height":12}},{"id":"9d2195b7-aaa9-40a5-addc-9bf50321c044","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":120,"box":{"x":59,"y":392,"width":834,"height":12}},{"id":"1bae2156-d7e9-4069-81fd-ad6fd840cd50","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":120,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"4da83be6-9687-4b16-87e1-954ae5566377","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":120,"box":{"x":60,"y":422,"width":858,"height":12}},{"id":"53efa4ab-d2f0-4044-87c3-96fd85050a42","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":120,"box":{"x":59,"y":437,"width":875,"height":12}},{"id":"d5f7122a-f279-47e1-9c04-3abd1d98ef2a","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":120,"box":{"x":59,"y":452,"width":842,"height":12}},{"id":"219b13d1-6002-4a0e-8507-7ebd753fa142","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":120,"box":{"x":60,"y":467,"width":327,"height":13}},{"id":"f3a6d01c-6ad5-4ac6-8e57-6513a01e9ca0","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":120,"box":{"x":60,"y":494,"width":875,"height":12}},{"id":"b52fb70d-8c1e-44ba-bb10-c12bc5d2e242","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":120,"box":{"x":59,"y":509,"width":862,"height":12}},{"id":"d0f1d645-18fd-4579-9454-757e2ac54d34","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":120,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"52c351b2-adf8-4f64-8656-8d68ffc96989","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":120,"box":{"x":59,"y":539,"width":844,"height":12}},{"id":"46c7c9d4-cf85-4b57-b348-5fe52cb3c93e","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":120,"box":{"x":59,"y":554,"width":840,"height":13}},{"id":"50ce71f4-9033-4a28-9a54-1bedeac1c091","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":120,"box":{"x":59,"y":569,"width":846,"height":13}},{"id":"7c2305b0-e945-4293-bf6d-34dcaae6366d","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":120,"box":{"x":60,"y":584,"width":799,"height":13}},{"id":"736eb91f-d86f-4c56-96ae-a97d77870685","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":120,"box":{"x":60,"y":600,"width":855,"height":12}},{"id":"eb62685e-f39d-491a-aa14-19cc64cc0959","block_type":"box","text":"personnel on the other side of a barrier.","page_number":120,"box":{"x":59,"y":615,"width":275,"height":12}},{"id":"7948df68-4206-47c7-ab10-e250eee5188c","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":120,"box":{"x":59,"y":641,"width":860,"height":12}},{"id":"b616a734-6731-4935-9561-6c46035fbe72","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":120,"box":{"x":59,"y":656,"width":803,"height":13}},{"id":"98042ee0-29ba-4794-b89e-6cb146fe4230","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":120,"box":{"x":60,"y":671,"width":861,"height":13}},{"id":"c1ee2c0c-cd90-45a7-bc25-d4ed765a143e","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":120,"box":{"x":60,"y":686,"width":845,"height":13}},{"id":"2dff771e-e9ea-42ac-8fd3-20cc7c124bb1","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":120,"box":{"x":59,"y":702,"width":835,"height":12}},{"id":"cbf71552-5f5b-4ce4-96e3-3902e44afa08","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":120,"box":{"x":59,"y":717,"width":812,"height":12}},{"id":"acbf8db6-c006-4c68-aab4-05606e3a6862","block_type":"box","text":"e.g","page_number":120,"box":{"x":872,"y":720,"width":20,"height":9}},{"id":"52d0c21c-734f-40c0-84f2-8673049722d7","block_type":"box","text":".,","page_number":120,"box":{"x":893,"y":725,"width":6,"height":3}},{"id":"787e9309-bccc-4452-8f35-5e3796e14bb5","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":120,"box":{"x":60,"y":732,"width":848,"height":12}},{"id":"5cfb980a-9422-481d-881a-94fb8bcecf2e","block_type":"box","text":"ownership restrictions (","page_number":120,"box":{"x":59,"y":747,"width":165,"height":12}},{"id":"457ff5a7-a342-486c-954b-7804c79a7921","block_type":"box","text":"e.g","page_number":120,"box":{"x":226,"y":750,"width":20,"height":9}},{"id":"37f31fca-f0ea-4817-bdb5-3fed1dd9a575","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":120,"box":{"x":247,"y":747,"width":688,"height":12}},{"id":"35c016e7-22b5-4b64-bb43-ed69537b3624","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":120,"box":{"x":60,"y":762,"width":857,"height":12}},{"id":"2a8b8b08-3b0f-4157-892d-04ba8032b078","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":120,"box":{"x":59,"y":777,"width":815,"height":13}},{"id":"80abe1b0-c5b1-4fdc-b27f-d7b297a72512","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":120,"box":{"x":59,"y":792,"width":865,"height":13}},{"id":"961054c6-d602-4573-a6e8-fbcd7e9a55bd","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":120,"box":{"x":59,"y":807,"width":846,"height":13}},{"id":"6be9168e-fa56-4285-95d5-af8516b0a095","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":120,"box":{"x":60,"y":823,"width":812,"height":12}},{"id":"557719a8-e6c9-48ce-96a8-2ec3d5c40eab","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":120,"box":{"x":60,"y":838,"width":389,"height":12}},{"id":"6c8ea50a-cd5f-43dc-a28d-fec0164d416e","block_type":"box","text":"e.g","page_number":120,"box":{"x":451,"y":841,"width":20,"height":9}},{"id":"5c984d6d-6826-414d-af29-3ebc7a0c21ab","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":120,"box":{"x":472,"y":838,"width":450,"height":12}},{"id":"52a1b995-0da2-40a4-9ce8-dd122c107231","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":120,"box":{"x":59,"y":853,"width":854,"height":12}},{"id":"4ac0e87d-7d8b-4a73-86f8-17ff12ec4101","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":120,"box":{"x":59,"y":868,"width":875,"height":12}},{"id":"669e299a-6a72-4adf-92f4-6f387a2d5eac","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":120,"box":{"x":60,"y":883,"width":866,"height":12}},{"id":"25816729-2c1d-4a9c-9954-43ee89454921","block_type":"box","text":"109","page_number":120,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"551dc402-50bc-40d5-9504-a13664435a6e","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":121,"box":{"x":59,"y":67,"width":832,"height":12}},{"id":"df6d04d5-651f-4caa-9cd3-701c759be10a","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":121,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"ca018155-48f9-46bd-8c30-48e3176802bd","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":121,"box":{"x":60,"y":97,"width":546,"height":12}},{"id":"d0fc1faf-92f6-4093-8851-13fad9486293","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":121,"box":{"x":60,"y":123,"width":858,"height":13}},{"id":"8e8d3113-8975-4e76-a5e5-44528c402021","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":121,"box":{"x":60,"y":138,"width":877,"height":13}},{"id":"3897ea84-5af1-4500-b3cd-3cdb719c7af2","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":121,"box":{"x":59,"y":154,"width":794,"height":12}},{"id":"c0d329ac-a187-446e-837a-8964b135c8d7","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":121,"box":{"x":59,"y":169,"width":829,"height":12}},{"id":"430755b7-e237-4831-b5a8-5ee9c528e64a","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":121,"box":{"x":60,"y":184,"width":851,"height":12}},{"id":"c139bc21-01fa-4fe7-b988-7aa9d8046877","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":121,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"e4cac74c-ebf4-410b-a95a-4df1c4a71642","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":121,"box":{"x":60,"y":214,"width":810,"height":12}},{"id":"5f3c852b-2507-47e7-b7f8-3b9265f3dad0","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":121,"box":{"x":59,"y":229,"width":835,"height":12}},{"id":"7d1971f0-4daf-4529-b5a1-6dc024093b2c","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":121,"box":{"x":60,"y":244,"width":841,"height":13}},{"id":"7bf10c66-bc8c-42f6-b542-f9ff9b9899ef","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":121,"box":{"x":60,"y":259,"width":873,"height":13}},{"id":"f7bbc977-7f14-41e8-9c24-76511f0e3526","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":121,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"36b1093d-7462-4c2a-858d-68ed17d246d7","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":121,"box":{"x":59,"y":290,"width":878,"height":12}},{"id":"b63b293e-fc3e-484e-8f21-edb364516a22","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":121,"box":{"x":59,"y":305,"width":812,"height":12}},{"id":"d13f5b79-5574-4a55-a641-6900c4560709","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":121,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"fbce11cb-2b10-4a48-89de-3901a66e6568","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":121,"box":{"x":59,"y":346,"width":840,"height":13}},{"id":"8c7da7f2-7cd5-4831-bec3-12bd80d2d2a9","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":121,"box":{"x":59,"y":361,"width":868,"height":13}},{"id":"34d1b3bb-e8e6-4a1d-867f-18db609a78df","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":121,"box":{"x":60,"y":377,"width":829,"height":12}},{"id":"334eabf7-2082-4fc8-a93d-b5671c5b699b","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":121,"box":{"x":59,"y":392,"width":877,"height":12}},{"id":"d98a1bd3-1d14-4678-9809-c96484038548","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":121,"box":{"x":59,"y":407,"width":869,"height":12}},{"id":"00d2a654-ff84-48b9-bc7d-0ee114807649","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":121,"box":{"x":59,"y":422,"width":880,"height":12}},{"id":"6a101c29-952a-4522-91b3-48387ff853a7","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":121,"box":{"x":59,"y":437,"width":863,"height":12}},{"id":"41c72ea2-51ac-478e-9480-4392dab33612","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":121,"box":{"x":59,"y":452,"width":874,"height":12}},{"id":"fb64d16c-38e2-4e45-9538-f9abe5f56232","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":121,"box":{"x":59,"y":467,"width":869,"height":13}},{"id":"c1e8bde4-f233-4151-bab4-4b0cf21f9414","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":121,"box":{"x":59,"y":482,"width":874,"height":13}},{"id":"b5f35615-3605-4f66-93bb-1cee72153ad9","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":121,"box":{"x":59,"y":497,"width":840,"height":13}},{"id":"d7b77f71-d477-41b6-93cf-559369825fed","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":121,"box":{"x":60,"y":513,"width":871,"height":12}},{"id":"cb152324-35bd-40aa-bc89-88f4f6d1199b","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":121,"box":{"x":60,"y":528,"width":817,"height":12}},{"id":"fdbc947d-647c-48cd-ba9b-0250ba57d3a0","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":121,"box":{"x":60,"y":543,"width":613,"height":12}},{"id":"d68e8c9e-a6fb-4c3e-a037-b8479b70d36b","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":121,"box":{"x":59,"y":569,"width":862,"height":13}},{"id":"3ba0760d-8daf-4db4-9f2a-4714333b9145","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":121,"box":{"x":59,"y":584,"width":815,"height":13}},{"id":"18872de5-d885-41cb-af8a-1072a9cba720","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":121,"box":{"x":59,"y":600,"width":481,"height":12}},{"id":"6a4d7980-a453-4218-a293-cc42c63a3e78","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":121,"box":{"x":60,"y":626,"width":872,"height":12}},{"id":"90340c06-c0bf-45f8-9275-5b297376814e","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":121,"box":{"x":59,"y":641,"width":879,"height":12}},{"id":"af00e9db-4061-472d-9880-ec03dafc37d5","block_type":"box","text":"to such security or asset.","page_number":121,"box":{"x":59,"y":656,"width":173,"height":13}},{"id":"9e5369f2-3789-4c02-b436-6a8b3f33e5e6","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":121,"box":{"x":60,"y":683,"width":710,"height":12}},{"id":"54a029d0-da78-49ed-96a2-81f5edec9e96","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":121,"box":{"x":60,"y":709,"width":867,"height":12}},{"id":"2feef94e-7000-4a41-8a1f-073ec4c8e520","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":121,"box":{"x":59,"y":724,"width":873,"height":13}},{"id":"b7fb89de-3c83-4f63-b1cf-42c22e05362a","block_type":"box","text":"Creation Units of the Funds (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":121,"box":{"x":59,"y":739,"width":839,"height":13}},{"id":"5acc3e40-e4f5-4baa-adc4-a633b53c4505","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":121,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"6cf67f0d-7c1a-404b-b359-751b7890db69","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":121,"box":{"x":59,"y":770,"width":877,"height":12}},{"id":"de74fac1-6339-44a7-9135-276aa4ad894a","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":121,"box":{"x":60,"y":785,"width":874,"height":12}},{"id":"335ceed7-d229-43f7-bd76-56c1d6d88399","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":121,"box":{"x":59,"y":800,"width":708,"height":12}},{"id":"a5cbf560-8e05-4783-9279-d6e9e0db7422","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Funds may collect certain fees","page_number":121,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"873d4063-e0a4-4bca-b829-00bcc477d930","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":121,"box":{"x":59,"y":841,"width":809,"height":13}},{"id":"ddcda249-991b-4ddd-be2e-9c10448b5226","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Funds in determining the rates for fees collected by the","page_number":121,"box":{"x":60,"y":857,"width":844,"height":12}},{"id":"653b4d1d-a645-4c82-8ce4-8ead1ffd03bc","block_type":"box","text":"Funds related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":121,"box":{"x":60,"y":872,"width":870,"height":12}},{"id":"92b77970-bc4c-4c2c-a9c4-28e2e38dc0a0","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":121,"box":{"x":59,"y":887,"width":870,"height":12}},{"id":"8f677eea-3647-411c-a28a-90d99c6a683a","block_type":"box","text":"110","page_number":121,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"366357b5-6b6a-4f7c-a19c-de88c35e4d3e","block_type":"box","text":"and/or expenses incurred by a Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":122,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"3abe92df-ac97-4cb3-8724-7eb2b2671ed8","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":122,"box":{"x":59,"y":82,"width":566,"height":12}},{"id":"709d3517-c9a6-46c3-9762-a4c37fb65342","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":122,"box":{"x":60,"y":108,"width":877,"height":13}},{"id":"a9a5fa36-0a3a-4176-a07e-8e00f5759dfc","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":122,"box":{"x":59,"y":123,"width":860,"height":13}},{"id":"01b92a74-3dbb-47e4-b3c9-698b9f2f9a17","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":122,"box":{"x":59,"y":138,"width":861,"height":13}},{"id":"5c66773a-34d4-4295-bb59-16a47d8694f8","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":122,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"1d9da096-79fc-45ff-a9c0-bb6b124b0b8b","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":122,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"eac1de1a-488c-453b-8894-e5fb60d89637","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":122,"box":{"x":60,"y":184,"width":846,"height":12}},{"id":"2b39410b-4e4c-4808-a5f4-ae5c930e7b3b","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":122,"box":{"x":59,"y":199,"width":867,"height":12}},{"id":"c9126cf2-da92-44b7-a5f2-89fadb50ce37","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":122,"box":{"x":60,"y":214,"width":852,"height":12}},{"id":"cc84e3f4-0545-443b-bc4b-75ad3253dbd1","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":122,"box":{"x":59,"y":229,"width":875,"height":12}},{"id":"6ab026e6-30a9-4f4e-857b-a164bd2cce50","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":122,"box":{"x":60,"y":256,"width":681,"height":12}},{"id":"d601944c-88d1-480a-975e-c718f5267d97","block_type":"box","text":"e.g","page_number":122,"box":{"x":742,"y":259,"width":20,"height":9}},{"id":"c44e69d2-ba5e-4835-8ee2-64e214633b15","block_type":"box","text":"., custodians,","page_number":122,"box":{"x":763,"y":256,"width":90,"height":11}},{"id":"06b90e7c-83fd-4fc0-8c4f-f343093da97c","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":122,"box":{"x":59,"y":271,"width":847,"height":12}},{"id":"69fd112a-4bc0-46b8-8bff-9e70d1b4afe0","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":122,"box":{"x":60,"y":286,"width":852,"height":12}},{"id":"eec76c07-a994-4dc9-b369-cdb8021130bb","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":122,"box":{"x":59,"y":301,"width":859,"height":12}},{"id":"c714ca31-b1ad-4d53-b2b4-4830116f5277","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":122,"box":{"x":59,"y":316,"width":866,"height":12}},{"id":"31813149-0026-4cd6-92db-91143658c323","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":122,"box":{"x":59,"y":331,"width":874,"height":13}},{"id":"e0e592fe-38b6-41fe-bcce-dade4829abf1","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":122,"box":{"x":60,"y":346,"width":825,"height":13}},{"id":"73f3815c-b72c-4047-8fa9-37614273eb0f","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":122,"box":{"x":59,"y":361,"width":843,"height":13}},{"id":"80860dd2-86fe-451a-9edd-dfeb88756683","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":122,"box":{"x":59,"y":377,"width":862,"height":12}},{"id":"9803cb20-f52b-4997-b851-967a33e4f5c1","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":122,"box":{"x":59,"y":392,"width":820,"height":12}},{"id":"70e1cf4c-d9d8-4623-8a87-842660418900","block_type":"box","text":"different fee structures.","page_number":122,"box":{"x":59,"y":407,"width":161,"height":9}},{"id":"be60aa09-d82c-483d-888e-fba8eb6855a9","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":122,"box":{"x":59,"y":433,"width":818,"height":13}},{"id":"136f3b8a-b285-42ec-afad-6c1fc3a3c2da","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":122,"box":{"x":60,"y":448,"width":852,"height":13}},{"id":"358bb3cd-d555-44db-8d89-18dbe5f23ed6","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":122,"box":{"x":59,"y":463,"width":873,"height":13}},{"id":"b41b3c9e-b547-4fb7-8c80-7561349faf38","block_type":"box","text":"client account over another.","page_number":122,"box":{"x":59,"y":479,"width":194,"height":9}},{"id":"78f4cd7f-0ea2-4bd3-8e3f-44ad81ec1e23","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":122,"box":{"x":60,"y":505,"width":833,"height":12}},{"id":"e2741c89-f7be-4d8d-ad94-208429a53b68","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":122,"box":{"x":59,"y":520,"width":877,"height":12}},{"id":"2397dbb8-3a73-49f3-a97e-13bbfcf590ed","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":122,"box":{"x":59,"y":535,"width":846,"height":13}},{"id":"ae6066b4-1e42-4086-a09f-a82a9c23b283","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":122,"box":{"x":60,"y":550,"width":853,"height":13}},{"id":"f45c2d4a-bddc-42a1-adba-d1cdf1adaac5","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":122,"box":{"x":60,"y":566,"width":807,"height":12}},{"id":"afe8ba15-b2b4-4c73-8927-d772ab9ce5ff","block_type":"box","text":"profitability of BlackRock.","page_number":122,"box":{"x":59,"y":581,"width":177,"height":12}},{"id":"d7c769ed-4004-4dc4-9e3c-3fd9124396a5","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":122,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"bfccc7b0-456c-47c0-b965-cc1c0d193ebc","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":122,"box":{"x":59,"y":622,"width":811,"height":13}},{"id":"a8ca446f-9695-41c4-91da-1cbe4961ae7a","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":122,"box":{"x":60,"y":649,"width":861,"height":12}},{"id":"5c2311c2-f6ba-4d70-9488-87e25174cbf6","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":122,"box":{"x":59,"y":664,"width":845,"height":12}},{"id":"54db2453-4e92-4281-8f6b-c6a058c95e80","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":122,"box":{"x":59,"y":679,"width":335,"height":12}},{"id":"829a9cc7-c4e8-4fe6-bd09-7863268a7c45","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":122,"box":{"x":60,"y":705,"width":838,"height":13}},{"id":"9bf7d3aa-3c0d-4c1f-8041-cd5769190102","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":122,"box":{"x":59,"y":720,"width":384,"height":13}},{"id":"277fa24e-cbb5-4c10-88de-3ffd0e5b3cd1","block_type":"box","text":"Investment Advisory, Administrative and","page_number":122,"box":{"x":62,"y":751,"width":676,"height":30}},{"id":"899fa008-0ddd-4ce5-bd6f-3fb58373d199","block_type":"box","text":"Distribution Services","page_number":122,"box":{"x":62,"y":781,"width":342,"height":24}},{"id":"dc525239-050d-4482-8b54-a294bd086324","block_type":"box","text":"Investment Adviser.","page_number":122,"box":{"x":60,"y":823,"width":140,"height":9}},{"id":"2ce82574-b12a-4453-b20b-4ace5aa5857b","block_type":"box","text":"BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between","page_number":122,"box":{"x":210,"y":823,"width":723,"height":12}},{"id":"76308b20-6284-4299-b985-a86244d9e059","block_type":"box","text":"the Trust, on behalf of each Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc.","page_number":122,"box":{"x":59,"y":838,"width":857,"height":12}},{"id":"a88e0205-5cb2-4b83-86f1-e28954ec6d42","block_type":"box","text":"and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":122,"box":{"x":59,"y":853,"width":851,"height":12}},{"id":"9519b32b-4a6e-4c8e-bc5d-09378db529a0","block_type":"box","text":"111","page_number":122,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"1e472f24-7d05-4350-b1b5-4ef48c1a0bf9","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of","page_number":123,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"556ca3ce-7146-46ac-be76-07f43c6a24e7","block_type":"box","text":"each Fund, manages and administers the Trust and the investment of each Fund’s assets. 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Only information that is applicable to a Fund is considered to form a part of that Fund’s","page_number":124,"box":{"x":59,"y":246,"width":857,"height":12}},{"id":"18a073f6-5e7c-42f6-9679-1a5b3a208c8f","block_type":"box","text":"SAI.","page_number":124,"box":{"x":59,"y":261,"width":26,"height":9}},{"id":"fa89979b-dd4a-4732-8e24-91979446a279","block_type":"box","text":"Fund Group: iShares U.S. Aerospace & Defense ETF, iShares U.S. Basic Materials ETF, iShares U.S. Broker-Dealers & Securities","page_number":124,"box":{"x":65,"y":290,"width":807,"height":11}},{"id":"1eb408c7-f196-4885-b428-37842bf4620f","block_type":"box","text":"Exchanges ETF, iShares U.S. Consumer Discretionary ETF, iShares U.S. Consumer Staples ETF, iShares U.S. Energy ETF, iShares U.S.","page_number":124,"box":{"x":65,"y":301,"width":842,"height":11}},{"id":"a006853b-778f-486a-bfaa-3c51c75299ba","block_type":"box","text":"Financial Services ETF, iShares U.S. Financials ETF, iShares U.S. Healthcare ETF, iShares U.S. 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The contractual waiver was terminated as of June 30, 2023, by written agreement of the Trust","page_number":130,"box":{"x":103,"y":716,"width":836,"height":10}},{"id":"f2e8bd12-48a8-4564-941f-cf413e4e962e","block_type":"box","text":"and BFA.","page_number":130,"box":{"x":103,"y":729,"width":48,"height":7}},{"id":"6b398cbb-fae6-446d-8a4e-b4c00f188d85","block_type":"box","text":"2","page_number":130,"box":{"x":88,"y":743,"width":5,"height":4}},{"id":"1f4b332c-e500-4d4f-8be3-53bee98799b9","block_type":"box","text":"For the iShares S&P 500 3% Capped ETF, BFA has contractually agreed to waive a portion of its management fee such that the Fund’s total annual","page_number":130,"box":{"x":104,"y":744,"width":816,"height":10}},{"id":"bd52d036-3f4e-4e4f-81c6-9c3a050f2cc5","block_type":"box","text":"fund operating expenses after fee waiver will not exceed 0.09% through July 31, 2031. This contractual waiver may be terminated prior to July 31,","page_number":130,"box":{"x":103,"y":756,"width":811,"height":10}},{"id":"7e79eaeb-9acb-4187-a4a9-5d1ebd21fb62","block_type":"box","text":"2031 only upon written agreement of the Trust and BFA.","page_number":130,"box":{"x":103,"y":769,"width":315,"height":10}},{"id":"e7439b02-35f7-4f92-9d13-5f488eacdbd7","block_type":"box","text":"3","page_number":130,"box":{"x":88,"y":783,"width":5,"height":5}},{"id":"2f1816f0-1953-41b4-8135-4273e9052923","block_type":"box","text":"Prior to June 30, 2023, BFA had contractually agreed to waive a portion of its management fee such that the Fund’s total annual fund operating","page_number":130,"box":{"x":104,"y":784,"width":800,"height":10}},{"id":"ab29f865-da5d-46b0-9362-764ddb067497","block_type":"box","text":"expenses after the fee waiver would not exceed 0.20%. The contractual waiver was terminated as of June 30, 2023, by written agreement of the Trust","page_number":130,"box":{"x":103,"y":797,"width":836,"height":10}},{"id":"50ee5d17-ee26-4001-90e3-84eb4f68e649","block_type":"box","text":"and BFA.","page_number":130,"box":{"x":103,"y":809,"width":48,"height":8}},{"id":"35cce1e8-3cba-48d5-bdf8-85acc4147a29","block_type":"box","text":"The investment advisory agreement with respect to each Fund continues in effect for two years from its effective date, and","page_number":130,"box":{"x":59,"y":833,"width":857,"height":12}},{"id":"a54da94d-9da1-4c12-86c5-53c7e05778d1","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":130,"box":{"x":59,"y":848,"width":864,"height":12}},{"id":"b8f2229c-8b8e-48b3-b5f2-532f457d539d","block_type":"box","text":"defined in the 1940 Act) of the applicable Fund, provided that in either event such continuance also is approved by a majority","page_number":130,"box":{"x":59,"y":863,"width":877,"height":12}},{"id":"ec1b9509-41b9-4005-8791-5ba9330abc70","block_type":"box","text":"119","page_number":130,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"3cac63b3-5ba3-4401-a4c5-c1635009ad9f","block_type":"box","text":"of the Board members who are not interested persons (as defined in the 1940 Act) of the applicable Fund, by a vote cast in","page_number":131,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"046b8f43-816d-4dde-a558-7e86d58c753d","block_type":"box","text":"person at a meeting called for the purpose of voting on such approval.","page_number":131,"box":{"x":59,"y":82,"width":492,"height":12}},{"id":"f5d91669-d2f5-4cc3-a4b0-1fd7dd88680a","block_type":"box","text":"The investment advisory agreement with respect to each Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":131,"box":{"x":59,"y":108,"width":878,"height":13}},{"id":"327158e8-e378-48af-8816-ca1d9301b7e3","block_type":"box","text":"or by a vote of the holders of a majority of the applicable Fund’s outstanding voting securities (as defined in the 1940 Act).","page_number":131,"box":{"x":59,"y":123,"width":858,"height":13}},{"id":"962e6ebd-0fb7-42ae-b2ee-5e43395ff7c2","block_type":"box","text":"The investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the","page_number":131,"box":{"x":59,"y":138,"width":855,"height":13}},{"id":"a2a30065-f578-4abf-8923-66e646a6cdc2","block_type":"box","text":"event of its assignment (as defined in the 1940 Act).","page_number":131,"box":{"x":59,"y":154,"width":366,"height":12}},{"id":"20900a96-57e0-4e5e-a5ab-456ef7216fa6","block_type":"box","text":"Portfolio Managers.","page_number":131,"box":{"x":60,"y":180,"width":140,"height":12}},{"id":"067d93e1-2932-4784-930d-910da02dd78d","block_type":"box","text":"The individuals named as Portfolio Managers in each Fund’s Prospectus were also primarily responsible","page_number":131,"box":{"x":209,"y":180,"width":725,"height":12}},{"id":"fbfb9ef9-fa2f-45b8-9cf1-9c82399da11f","block_type":"box","text":"for the day-to-day management of other iShares funds and certain other types of portfolios and/or accounts. The tables","page_number":131,"box":{"x":59,"y":195,"width":843,"height":12}},{"id":"934a9a08-5b75-4f51-b5c0-76fb5354b853","block_type":"box","text":"below show, for each Portfolio Manager, the number of portfolios or accounts that are registered investment companies","page_number":131,"box":{"x":60,"y":210,"width":838,"height":13}},{"id":"0f6903cc-12fa-4caa-b06e-cb076e16a929","block_type":"box","text":"(other than the Funds included in this SAI), other pooled investment vehicles, and other accounts; the aggregate of total","page_number":131,"box":{"x":60,"y":225,"width":841,"height":13}},{"id":"e9db3c92-c097-4efa-8cdd-744311372bbb","block_type":"box","text":"assets in those portfolios or accounts; and the number and aggregate of total assets in those portfolios or accounts when","page_number":131,"box":{"x":59,"y":240,"width":852,"height":13}},{"id":"41f83998-8a9d-4e7b-a61e-9c90147f2a3b","block_type":"box","text":"they have performance-based fees, as of March 31, 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N/A","page_number":131,"box":{"x":60,"y":345,"width":859,"height":12}},{"id":"da0cbc18-fc1b-4b7a-9d74-77e63faedab2","block_type":"box","text":"Other Pooled Investment Vehicles 92 113,617,000,000 0 N/A","page_number":131,"box":{"x":59,"y":360,"width":860,"height":11}},{"id":"b05d65cb-d51b-43d5-83bf-8158280ebadc","block_type":"box","text":"Other Accounts 0 N/A 0 N/A","page_number":131,"box":{"x":59,"y":375,"width":860,"height":10}},{"id":"6f149485-4398-42b7-9a41-787bf152ea6a","block_type":"box","text":"Peter Sietsema","page_number":131,"box":{"x":60,"y":411,"width":105,"height":9}},{"id":"c1379d12-e741-4b4f-ba28-b2b984b463ae","block_type":"box","text":"Other Accounts","page_number":131,"box":{"x":543,"y":438,"width":90,"height":7}},{"id":"35124ba6-129e-4f8e-8f80-8f52bc1b1085","block_type":"box","text":"Other Accounts with","page_number":131,"box":{"x":793,"y":428,"width":119,"height":7}},{"id":"c6e51730-811c-4ead-84fb-d5b10a8b749a","block_type":"box","text":"Performance 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Waldron","page_number":131,"box":{"x":59,"y":537,"width":97,"height":9}},{"id":"3ec95b4e-6c28-4496-aa6f-c0baab5611b3","block_type":"box","text":"Other Accounts","page_number":131,"box":{"x":543,"y":564,"width":90,"height":7}},{"id":"56d925f2-b52c-443e-921b-8d3c4fcfac2b","block_type":"box","text":"Other Accounts with","page_number":131,"box":{"x":793,"y":554,"width":119,"height":7}},{"id":"757068c8-af43-4d19-aa6f-e11e3af18d7c","block_type":"box","text":"Performance Fees","page_number":131,"box":{"x":802,"y":564,"width":101,"height":7}},{"id":"45f0acde-6ede-4ebf-a211-e62f8cd37912","block_type":"box","text":"Number Total Assets Number Total Assets","page_number":131,"box":{"x":468,"y":577,"width":470,"height":8}},{"id":"952ac330-6343-4bd4-8870-2fdb09ab7830","block_type":"box","text":"Registered Investment Companies 301 $2,186,800,000,000 0 N/A","page_number":131,"box":{"x":60,"y":597,"width":859,"height":12}},{"id":"96946f01-4dee-4c55-a508-69856e1fd133","block_type":"box","text":"Other Pooled Investment Vehicles 3 5,359,000,000 0 N/A","page_number":131,"box":{"x":59,"y":612,"width":860,"height":11}},{"id":"e5899ceb-b1f6-49f8-96ce-17efa242eb1f","block_type":"box","text":"Other Accounts 9 8,450,000,000 0 N/A","page_number":131,"box":{"x":59,"y":627,"width":860,"height":12}},{"id":"d55f08a7-cfd6-4b2e-a57b-2d5fcc8d7112","block_type":"box","text":"Steven White","page_number":131,"box":{"x":59,"y":663,"width":94,"height":9}},{"id":"4c975270-da7b-4955-9365-a16a02f90a3e","block_type":"box","text":"Other Accounts","page_number":131,"box":{"x":543,"y":690,"width":90,"height":7}},{"id":"29cbd83f-7ba9-4bcf-a5ce-0c65aeee3d39","block_type":"box","text":"Other Accounts with","page_number":131,"box":{"x":793,"y":680,"width":119,"height":7}},{"id":"9e75b46f-0720-417f-8c91-020a26b98ad4","block_type":"box","text":"Performance Fees","page_number":131,"box":{"x":802,"y":690,"width":101,"height":7}},{"id":"b54c16a9-6705-48b1-8bd4-8157e804a134","block_type":"box","text":"Number Total Assets Number Total Assets","page_number":131,"box":{"x":468,"y":703,"width":470,"height":8}},{"id":"38b20b51-ba07-445e-90ce-4306ec4ff172","block_type":"box","text":"Registered Investment Companies 301 $2,186,800,000,000 0 N/A","page_number":131,"box":{"x":60,"y":723,"width":859,"height":12}},{"id":"8ab3a473-a7fa-437f-80b1-e06d5a423c5f","block_type":"box","text":"Other Pooled Investment Vehicles 109 116,087,000,000 0 N/A","page_number":131,"box":{"x":59,"y":738,"width":860,"height":11}},{"id":"96519dfa-0ee1-4da2-9207-a237cc0f2ecd","block_type":"box","text":"Other Accounts 0 N/A 0 N/A","page_number":131,"box":{"x":59,"y":753,"width":860,"height":10}},{"id":"13ea0c3d-1a5a-4c8c-af34-6507775fdf12","block_type":"box","text":"Pursuant to BFA’s policy, investment opportunities are allocated equitably among the Funds and other portfolios and","page_number":131,"box":{"x":60,"y":786,"width":814,"height":12}},{"id":"2f4b7e93-7598-46c2-94d3-9d02f5cfc84d","block_type":"box","text":"accounts. 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As a consequence, from time to","page_number":131,"box":{"x":59,"y":831,"width":854,"height":13}},{"id":"d11a66b2-64f0-4827-b9ef-645c308fb06d","block_type":"box","text":"time each Fund may receive a smaller allocation of an investment opportunity than they would have if the Portfolio Managers","page_number":131,"box":{"x":59,"y":846,"width":878,"height":13}},{"id":"39db0955-4d0f-4194-9d1c-c5475ec8ced2","block_type":"box","text":"and BFA and its affiliates did not manage other portfolios or accounts.","page_number":131,"box":{"x":59,"y":862,"width":489,"height":12}},{"id":"b7bc1e0d-335a-414d-968c-5bd16cd8f172","block_type":"box","text":"120","page_number":131,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"5fccba16-18ad-406e-b478-d905b3b5f6c4","block_type":"box","text":"Like the Funds, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":132,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"e775f764-6251-4d44-8fc1-f5335bccc924","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":132,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"25a054a6-5efe-4383-be01-5be273f18408","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":132,"box":{"x":60,"y":97,"width":845,"height":12}},{"id":"63eb26b5-3d0d-4625-9150-5c00101fc21f","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":132,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"5ab92747-36e8-4721-abd4-1488ca241247","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":132,"box":{"x":59,"y":127,"width":835,"height":12}},{"id":"6917f8e8-a3ee-425f-ac34-381ffa60fb5e","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":132,"box":{"x":59,"y":142,"width":879,"height":13}},{"id":"dbd061c2-9c63-4539-9940-75e0e0ba3de4","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":132,"box":{"x":59,"y":157,"width":799,"height":13}},{"id":"e3baf1db-0e69-4c7c-9f92-bb0b44478de1","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":132,"box":{"x":60,"y":172,"width":832,"height":13}},{"id":"5e7df61b-e05e-4bf2-845b-a1b329d5d4be","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":132,"box":{"x":59,"y":188,"width":844,"height":12}},{"id":"733477d4-0ef4-450b-b93e-0ddd2d01c699","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Funds should be aware that,","page_number":132,"box":{"x":59,"y":203,"width":873,"height":12}},{"id":"53c8269e-0eb0-453f-833d-2e7ce299fabb","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":132,"box":{"x":59,"y":218,"width":866,"height":12}},{"id":"f040b8be-a8cd-4b1a-8a47-8ae3f7329d14","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":132,"box":{"x":59,"y":233,"width":846,"height":12}},{"id":"fac69bf9-c88e-4722-8b3c-a4b62e64a664","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":132,"box":{"x":60,"y":248,"width":791,"height":12}},{"id":"de2e7f0d-094b-4a8e-b001-89a37a1b0142","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":132,"box":{"x":59,"y":274,"width":303,"height":13}},{"id":"38ef2d11-67a3-4ec3-9549-8d96b2beaa76","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of March 31, 2026.","page_number":132,"box":{"x":59,"y":301,"width":648,"height":12}},{"id":"7974b426-fd3a-40e6-bb13-ee6694305639","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":132,"box":{"x":60,"y":327,"width":824,"height":13}},{"id":"6f3dcab6-f4bf-4679-b39f-38e8f553a306","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. 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Each Fund also reserves the right to redeem any amounts in a Fund from persons whose","page_number":139,"box":{"x":59,"y":406,"width":843,"height":12}},{"id":"febf3239-1cfd-48c3-bed5-f58640973b0d","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Funds’ policy to cooperate fully with appropriate regulators in any","page_number":139,"box":{"x":60,"y":421,"width":839,"height":12}},{"id":"21e853f1-4e56-48d5-83df-2389f1e95bcb","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":139,"box":{"x":60,"y":436,"width":721,"height":12}},{"id":"82f27a0e-888e-4ec9-aa03-320aa28b3ecf","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":139,"box":{"x":59,"y":462,"width":328,"height":13}},{"id":"a96a32ae-e2c7-4d64-ad21-0dcfad061320","block_type":"box","text":"State Street Bank and Trust Company (“State Street”), Citibank, N.A. 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State Street’s principal address is","page_number":139,"box":{"x":60,"y":519,"width":858,"height":12}},{"id":"611f9298-5105-455e-bb57-3e899f31f1a7","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2014, Citibank’s principal address is 388 Greenwich Street, New York, NY","page_number":139,"box":{"x":59,"y":534,"width":847,"height":12}},{"id":"9d743d01-dbd4-4a04-94d3-0ea5aa57adde","block_type":"box","text":"10013, BNY Mellon’s principal address is 240 Greenwich Street, New York, NY 10286, and JPMorgan’s principal address is 383","page_number":139,"box":{"x":61,"y":549,"width":872,"height":12}},{"id":"b8519db3-bd3c-4af3-8add-cf93463cb37b","block_type":"box","text":"Madison Avenue, 11th Floor, New York, NY 10179. The individual Administrator for each Fund can be found in the Fund’s","page_number":139,"box":{"x":59,"y":564,"width":845,"height":12}},{"id":"971110a9-8918-47e3-bbb5-40bb8afcfb26","block_type":"box","text":"prospectus. 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The Distributor is a broker","page_number":140,"box":{"x":59,"y":142,"width":861,"height":13}},{"id":"d8dcef58-379d-4563-92e9-3a3dd5eb073b","block_type":"box","text":"dealer registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial","page_number":140,"box":{"x":59,"y":157,"width":852,"height":13}},{"id":"2e2303b5-5ce9-4252-a4b1-d6ed5df876da","block_type":"box","text":"Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as","page_number":140,"box":{"x":60,"y":172,"width":875,"height":13}},{"id":"a3c1a196-e836-4d12-9ee5-af8ee0f19b19","block_type":"box","text":"in Puerto Rico, the U.S. Virgin Islands and the District of Columbia.","page_number":140,"box":{"x":60,"y":188,"width":462,"height":12}},{"id":"abf86269-4613-4ee1-b74e-54ddcd333cfa","block_type":"box","text":"The Distribution Agreement for each Fund provides that it may be terminated at any time, without the payment of any","page_number":140,"box":{"x":59,"y":214,"width":829,"height":12}},{"id":"b0643db7-fdef-41e6-8814-372b379b6057","block_type":"box","text":"penalty, on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent","page_number":140,"box":{"x":59,"y":229,"width":841,"height":12}},{"id":"84074235-47e4-410e-959d-32dcfecefbd5","block_type":"box","text":"Trustees, or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund.","page_number":140,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"9fdd9ac0-c4e2-45d4-8e00-f2594ac20093","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":140,"box":{"x":59,"y":259,"width":810,"height":13}},{"id":"615f68d5-12b4-4517-8f58-a798df166e49","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":140,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"ef7ee2ee-6424-4794-90c0-85fb318bbd60","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":140,"box":{"x":59,"y":301,"width":819,"height":12}},{"id":"aa0a8f5d-575d-4674-9112-14a11049cd38","block_type":"box","text":"participants and/or investor services organizations.","page_number":140,"box":{"x":59,"y":316,"width":358,"height":12}},{"id":"90a38bdb-a849-499f-8540-422b1347c599","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":140,"box":{"x":60,"y":343,"width":846,"height":12}},{"id":"6eef04ee-b9ae-411f-8010-f308f9ae939c","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":140,"box":{"x":60,"y":358,"width":742,"height":12}},{"id":"44380a55-746f-49ff-ba33-b9ad2b6da0f8","block_type":"box","text":"Securities Lending.","page_number":140,"box":{"x":59,"y":384,"width":136,"height":12}},{"id":"f4a80a47-5664-4b73-8bf2-4c1317210ec9","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":140,"box":{"x":204,"y":384,"width":681,"height":12}},{"id":"910f5521-cdec-494c-86f3-dddcaa845949","block_type":"box","text":"pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Funds, subject to the overall supervision of","page_number":140,"box":{"x":59,"y":399,"width":872,"height":13}},{"id":"bdf61805-c219-49dc-a0dc-1d4cb5813698","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":140,"box":{"x":60,"y":414,"width":591,"height":13}},{"id":"d8dda91f-8cea-46e8-b09d-a0a7c3bc1d45","block_type":"box","text":"Each Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its","page_number":140,"box":{"x":60,"y":441,"width":875,"height":12}},{"id":"e87127f1-c8cd-40bc-bd79-60db67c417cd","block_type":"box","text":"services as securities lending agent. Securities lending income is generally equal to the total of income earned from the","page_number":140,"box":{"x":59,"y":456,"width":833,"height":12}},{"id":"62b34159-172a-4978-8b04-3aa432d07497","block_type":"box","text":"reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to","page_number":140,"box":{"x":60,"y":471,"width":874,"height":12}},{"id":"093b8263-96ba-43d0-8657-6f555a454d7b","block_type":"box","text":"and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities","page_number":140,"box":{"x":59,"y":486,"width":845,"height":12}},{"id":"58780184-ae1c-4b64-834f-035fab31bc89","block_type":"box","text":"lending, including custodial costs of JPMorgan. Each Fund is responsible for fees in connection with the investment of cash","page_number":140,"box":{"x":60,"y":501,"width":859,"height":13}},{"id":"97435af5-8a31-45cc-9837-1826ede5fd08","block_type":"box","text":"collateral received for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however,","page_number":140,"box":{"x":59,"y":516,"width":875,"height":13}},{"id":"c672d264-792d-4a7a-97c6-fc782ff2fa5f","block_type":"box","text":"BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral","page_number":140,"box":{"x":60,"y":531,"width":820,"height":13}},{"id":"f42395fb-bf34-496d-9c5f-e9f570acf203","block_type":"box","text":"investment fees a Fund bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load,","page_number":140,"box":{"x":60,"y":547,"width":869,"height":12}},{"id":"46388130-7dda-4b4c-b544-3a0e5f67418d","block_type":"box","text":"redemption fee, distribution fee or service fee.","page_number":140,"box":{"x":60,"y":562,"width":319,"height":12}},{"id":"29be4371-1ac7-44a5-b58b-c4fdfd5d52f7","block_type":"box","text":"To the extent that a Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":140,"box":{"x":59,"y":588,"width":841,"height":13}},{"id":"6e9ff7b2-cba0-4af6-abb3-3eb57b034364","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":140,"box":{"x":59,"y":603,"width":859,"height":13}},{"id":"4ddd1624-c8ac-491e-8c15-903b54aa8747","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":140,"box":{"x":59,"y":618,"width":843,"height":13}},{"id":"914ccfdd-0174-4727-bdb7-5e9cf77b4ca9","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, a Fund will be subject to","page_number":140,"box":{"x":59,"y":634,"width":868,"height":12}},{"id":"f4b8116f-591a-4bcb-8014-567c804d4210","block_type":"box","text":"a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money market","page_number":140,"box":{"x":59,"y":649,"width":866,"height":12}},{"id":"37939797-864f-42a3-a0ad-c84b5d2bdca9","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":140,"box":{"x":59,"y":664,"width":415,"height":12}},{"id":"cd123b2c-fb31-4cce-a278-6c191dfa3fd9","block_type":"box","text":"i.e","page_number":140,"box":{"x":475,"y":665,"width":15,"height":8}},{"id":"0e600100-5547-46a6-8824-da681c984c03","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":140,"box":{"x":491,"y":664,"width":428,"height":12}},{"id":"521e74f9-8ed8-42c6-a167-98e6717e1546","block_type":"box","text":"will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market fund","page_number":140,"box":{"x":59,"y":679,"width":879,"height":12}},{"id":"44d115f4-ef0d-4236-873e-48e3c55344c6","block_type":"box","text":"would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions on","page_number":140,"box":{"x":59,"y":694,"width":861,"height":12}},{"id":"41b734d9-3def-4d21-8f8d-32200152d8ad","block_type":"box","text":"that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":140,"box":{"x":59,"y":709,"width":841,"height":12}},{"id":"7a3c368b-d11c-4bda-88c7-3da4c3c4412f","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":140,"box":{"x":59,"y":724,"width":831,"height":13}},{"id":"d829f49f-7f16-4dcf-9f85-ed394d17541f","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":140,"box":{"x":60,"y":739,"width":835,"height":13}},{"id":"3131c725-cf5e-4a95-85e3-9440a0691ab4","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":140,"box":{"x":60,"y":754,"width":464,"height":13}},{"id":"07b87ace-9caf-4f4c-bf75-406e0ab49e4a","block_type":"box","text":"Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination","page_number":140,"box":{"x":60,"y":781,"width":871,"height":12}},{"id":"0342ab36-39e1-471e-92fd-535606589820","block_type":"box","text":"of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":140,"box":{"x":59,"y":796,"width":878,"height":12}},{"id":"baaedbb6-fce7-4c3b-9ae5-7d0e482b6c68","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":140,"box":{"x":59,"y":811,"width":686,"height":13}},{"id":"baecf695-ac1c-4b9f-a677-1a863253eea0","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":140,"box":{"x":60,"y":838,"width":439,"height":12}},{"id":"254872bc-82f7-4f64-bc21-20bb81397555","block_type":"box","text":"(i) domestic equity funds, such as all Funds except for the iShares Europe ETF, iShares International Developed Small Cap","page_number":140,"box":{"x":60,"y":864,"width":846,"height":12}},{"id":"8b28c245-88d9-416e-98b3-6e11d8c8ea75","block_type":"box","text":"Value Factor ETF and iShares JPX-Nikkei 400 ETF (the “Domestic Equity Funds”) retain 81% of securities lending income","page_number":140,"box":{"x":59,"y":879,"width":840,"height":13}},{"id":"f263a24b-1854-4c9e-b85f-fa93013a52b7","block_type":"box","text":"129","page_number":140,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"a963099a-ab1e-410a-8e53-f5c5bcadc836","block_type":"box","text":"(which excludes collateral investment fees) and (ii) this amount could never be less than 70% of the sum of securities","page_number":141,"box":{"x":60,"y":67,"width":823,"height":12}},{"id":"65190930-3097-471e-a27b-ab3c13221ff9","block_type":"box","text":"lending income plus collateral investment fees.","page_number":141,"box":{"x":60,"y":82,"width":326,"height":12}},{"id":"d7b1b8e2-1eaa-4e29-88a4-a10f13b32887","block_type":"box","text":"(i) international equity funds, such as the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF","page_number":141,"box":{"x":60,"y":108,"width":850,"height":13}},{"id":"15e868ca-f5b1-43be-b6df-0cc23df02911","block_type":"box","text":"and iShares JPX-Nikkei 400 ETF (“International Equity Funds”), retain 82% of securities lending income (which excludes","page_number":141,"box":{"x":59,"y":123,"width":837,"height":13}},{"id":"4d1aae5e-ef2c-4a08-8dfe-9164102f5882","block_type":"box","text":"collateral investment fees), and (ii) this amount can never be less than 70% of the sum of securities lending income plus","page_number":141,"box":{"x":59,"y":138,"width":842,"height":13}},{"id":"1ad98c66-9a85-4b4b-a97f-7a3eb6a17c56","block_type":"box","text":"collateral investment fees.","page_number":141,"box":{"x":59,"y":154,"width":181,"height":9}},{"id":"d54ce47d-683b-4432-ac3b-e29b7a9fd7f2","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":141,"box":{"x":60,"y":180,"width":863,"height":12}},{"id":"a131b632-6983-40a5-bb4b-75a03bff113b","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":141,"box":{"x":59,"y":195,"width":679,"height":12}},{"id":"0481c539-bcf4-477c-8981-a60a88ceb323","block_type":"box","text":"Management — Trustees","page_number":141,"box":{"x":742,"y":196,"width":179,"height":11}},{"id":"251c3b06-450d-473c-bcf4-05817e7040ba","block_type":"box","text":"and Officers","page_number":141,"box":{"x":59,"y":210,"width":84,"height":12}},{"id":"085cb245-ac78-49b6-81cf-00b7e1cc38a3","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable Fund, pursuant to the","page_number":141,"box":{"x":148,"y":210,"width":737,"height":13}},{"id":"f31a2e24-b689-4c7d-a1be-622b1988b8f3","block_type":"box","text":"current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending income","page_number":141,"box":{"x":59,"y":225,"width":867,"height":13}},{"id":"adb9bc89-8a2f-4ab0-a952-a0d93fde796d","block_type":"box","text":"as follows:","page_number":141,"box":{"x":59,"y":240,"width":72,"height":10}},{"id":"7f46159a-3af5-4713-8a51-3854fa87d9c5","block_type":"box","text":"Domestic Equity Funds","page_number":141,"box":{"x":59,"y":267,"width":158,"height":12}},{"id":"379e59cb-ea22-42d5-b2a2-935b42c988af","block_type":"box","text":"(i) 84% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than","page_number":141,"box":{"x":60,"y":293,"width":866,"height":13}},{"id":"d5eaa76c-8ecd-41fe-8a91-68312e8386a2","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":141,"box":{"x":59,"y":308,"width":533,"height":13}},{"id":"7999e082-bbfc-4497-a480-c25c5d1e56e7","block_type":"box","text":"International Equity Funds","page_number":141,"box":{"x":59,"y":335,"width":182,"height":12}},{"id":"f753cca0-6e86-4f22-8634-45d90e74a53b","block_type":"box","text":"(i) 85% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than","page_number":141,"box":{"x":60,"y":361,"width":865,"height":13}},{"id":"d4b709e8-d401-4cb9-995b-596e7d41dd71","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":141,"box":{"x":59,"y":377,"width":533,"height":12}},{"id":"aae19497-1ae1-4a92-8311-65e2b79958ac","block_type":"box","text":"The services provided to the Funds by BTC in the most recent fiscal year ended March 31, 2026 primarily included the","page_number":141,"box":{"x":59,"y":403,"width":821,"height":12}},{"id":"20603ccb-2fbb-4e46-8747-c6b486424e16","block_type":"box","text":"following:","page_number":141,"box":{"x":59,"y":418,"width":67,"height":12}},{"id":"b9ad65fa-fe80-49ee-a701-5ea43a3db7e2","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":141,"box":{"x":79,"y":445,"width":818,"height":12}},{"id":"a49d8b18-28b4-499d-b01b-169e2246745a","block_type":"box","text":"behalf of the Funds with each such borrower;","page_number":141,"box":{"x":79,"y":460,"width":317,"height":11}},{"id":"8bfa17ea-fcd4-4ce5-955d-defce61e00f5","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":141,"box":{"x":79,"y":486,"width":520,"height":12}},{"id":"55c5d4aa-1335-4fc5-9623-158c6304a9f2","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":141,"box":{"x":79,"y":513,"width":315,"height":12}},{"id":"8256959a-034d-4c42-b2da-9a531ddcbf2c","block_type":"box","text":"(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of","page_number":141,"box":{"x":79,"y":539,"width":837,"height":12}},{"id":"3f0ae0a8-8cf4-4ae0-b6b9-1ac499c51329","block_type":"box","text":"excess collateral, as necessary;","page_number":141,"box":{"x":79,"y":554,"width":214,"height":13}},{"id":"233d7ee7-27aa-4007-9689-9d30ef36413d","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":141,"box":{"x":79,"y":581,"width":544,"height":12}},{"id":"5ecdafca-5a06-4e0a-ad00-c31fc0ea7242","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":141,"box":{"x":79,"y":607,"width":652,"height":12}},{"id":"cfd2e58b-af98-4fb8-9149-31b58382d1c0","block_type":"box","text":"(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the","page_number":141,"box":{"x":79,"y":634,"width":822,"height":12}},{"id":"0e22e7bb-08e0-4738-864d-14d74d6ed0c1","block_type":"box","text":"liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned","page_number":141,"box":{"x":79,"y":649,"width":840,"height":12}},{"id":"d74cd27e-0bfb-48e0-9717-3714051b7a0d","block_type":"box","text":"securities; and","page_number":141,"box":{"x":79,"y":664,"width":99,"height":11}},{"id":"7cbde9bc-2e18-4427-bb29-6cbb733b7158","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.","page_number":141,"box":{"x":79,"y":690,"width":793,"height":13}},{"id":"77cdb545-8420-46d6-a486-222bffd9ebcb","block_type":"box","text":"The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of","page_number":141,"box":{"x":59,"y":717,"width":877,"height":12}},{"id":"63aef85f-3fae-485d-ba5b-681c3ceab516","block_type":"box","text":"each Fund during its most recent fiscal year ended March 31, 2026.","page_number":141,"box":{"x":59,"y":732,"width":470,"height":12}},{"id":"10c1a519-92bb-4769-96b3-06bb7578c96b","block_type":"box","text":"Fund","page_number":141,"box":{"x":60,"y":782,"width":27,"height":7}},{"id":"b5f37b6f-2deb-4aeb-ad65-8b8cbc6878e0","block_type":"box","text":"iShares","page_number":141,"box":{"x":418,"y":772,"width":41,"height":7}},{"id":"e77f65a2-4b7f-47c2-b3bd-4b02a7620c06","block_type":"box","text":"Biotechnology 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Upon termination of the arrangement, the BFA Entities will make additional","page_number":158,"box":{"x":59,"y":203,"width":841,"height":12}},{"id":"d468a1f3-839c-4243-bb62-a8d26aedd35f","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":158,"box":{"x":59,"y":218,"width":857,"height":12}},{"id":"71488d39-b5a3-4eca-b06b-4dc77ea26281","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":158,"box":{"x":59,"y":233,"width":529,"height":12}},{"id":"9272b849-d4c9-4c87-b63f-76746189a600","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":158,"box":{"x":60,"y":259,"width":872,"height":13}},{"id":"0f987a15-4348-44d1-bbe0-e0abea358c72","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":158,"box":{"x":59,"y":274,"width":824,"height":13}},{"id":"f3f33ffe-a249-4069-bdd7-5d30549a50f7","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":158,"box":{"x":60,"y":290,"width":867,"height":12}},{"id":"f3681bac-b402-4ae2-82ce-d2cd146e2277","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":158,"box":{"x":59,"y":305,"width":844,"height":12}},{"id":"c8285bf9-caee-492f-849d-cc1a0cae20f3","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":158,"box":{"x":59,"y":320,"width":872,"height":12}},{"id":"f75f2c67-c590-400f-a775-1419a523e4d9","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":158,"box":{"x":59,"y":335,"width":849,"height":12}},{"id":"17acb480-d5f6-4b01-9d9a-2a6f6f11d4ef","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":158,"box":{"x":59,"y":350,"width":864,"height":12}},{"id":"6e6a3eb4-59e7-40ca-805a-149a01089782","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":158,"box":{"x":60,"y":365,"width":864,"height":13}},{"id":"7610162b-03a3-49f2-9992-74df7c86c007","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":158,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"b03c6172-ea94-440b-ad3c-a0ec7189b7fe","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":158,"box":{"x":59,"y":395,"width":807,"height":13}},{"id":"a4406f0e-a43d-41e0-9877-ed9472eac4c1","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":158,"box":{"x":59,"y":411,"width":871,"height":12}},{"id":"1d776c31-0dc1-41fc-a53b-08db6edfad55","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":158,"box":{"x":60,"y":426,"width":875,"height":12}},{"id":"5747c8f1-06a9-40e8-a77c-10fee3ac95da","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":158,"box":{"x":60,"y":441,"width":851,"height":12}},{"id":"7cc16507-776f-4770-9dc3-894bd67973a9","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":158,"box":{"x":59,"y":456,"width":855,"height":12}},{"id":"24ee6520-d0fc-43ca-a6b0-506a5c27aa44","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":158,"box":{"x":59,"y":471,"width":821,"height":12}},{"id":"13e51e0f-f2ee-4a4f-a095-764a3f5cd713","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":158,"box":{"x":59,"y":486,"width":780,"height":12}},{"id":"ddaf81dd-2dff-42f2-98d9-cea00666d7d3","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":158,"box":{"x":59,"y":501,"width":840,"height":13}},{"id":"7ad0eca1-c54c-43b9-88ee-2734f98eda34","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":158,"box":{"x":59,"y":516,"width":822,"height":13}},{"id":"5ac68385-9340-4936-afd1-3074af804bfd","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":158,"box":{"x":59,"y":531,"width":848,"height":13}},{"id":"d4b59cf3-047e-4ee7-9737-f3fb49f6eec5","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":158,"box":{"x":60,"y":547,"width":858,"height":12}},{"id":"5c3910da-e1ab-499c-b4cc-97b54e519187","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":158,"box":{"x":60,"y":562,"width":876,"height":12}},{"id":"dde7a564-4b3d-481f-bf12-f5e36b2aefa5","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":158,"box":{"x":60,"y":577,"width":861,"height":12}},{"id":"535a3f17-4af7-48c3-a4a4-c62ca62f1a7c","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo","page_number":158,"box":{"x":59,"y":592,"width":870,"height":12}},{"id":"00db8ba1-1077-4575-987a-f4fc372e5e21","block_type":"box","text":"Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to","page_number":158,"box":{"x":59,"y":607,"width":815,"height":12}},{"id":"807cd6f8-8274-4ab1-8242-08f38a075b32","block_type":"box","text":"Intermediaries and other third parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":158,"box":{"x":60,"y":622,"width":851,"height":13}},{"id":"a3c12b53-fef6-410e-bb6a-93e74097afca","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":158,"box":{"x":60,"y":649,"width":860,"height":12}},{"id":"32b78f7b-260f-4f16-9506-fa27c698edbc","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":158,"box":{"x":60,"y":664,"width":870,"height":12}},{"id":"28bbbfdc-e5d1-4570-951e-892acddf50e7","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":158,"box":{"x":59,"y":679,"width":826,"height":12}},{"id":"ec7c55c9-b9e4-410a-9349-eae6fd3dfc9b","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":158,"box":{"x":60,"y":694,"width":820,"height":12}},{"id":"6a5de1f3-bed3-41b3-9fd4-43be8561bf8b","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":158,"box":{"x":60,"y":709,"width":805,"height":12}},{"id":"ab7d9cf9-4859-4e5a-ad86-77a84dea7553","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":158,"box":{"x":60,"y":724,"width":862,"height":13}},{"id":"0b9a3c85-3181-41ce-87b2-bb680351e9ab","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":158,"box":{"x":59,"y":739,"width":835,"height":13}},{"id":"2f68383c-d6e8-446a-a098-d52a129c7f38","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":158,"box":{"x":59,"y":754,"width":824,"height":13}},{"id":"008b71ab-1ae7-4b1f-b03e-93083d4378be","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":158,"box":{"x":60,"y":770,"width":578,"height":12}},{"id":"7bd9119a-763e-4779-9517-84cc9e3d7894","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":158,"box":{"x":59,"y":796,"width":864,"height":12}},{"id":"fc5e98fc-1f64-4b1e-8f65-0aae931aa302","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":158,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"cfd08bd1-d95d-4ca0-8f6d-962879aab007","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":158,"box":{"x":59,"y":826,"width":859,"height":13}},{"id":"8c26e6c2-45e2-4b5a-8008-9b2a81d640a3","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":158,"box":{"x":59,"y":841,"width":864,"height":13}},{"id":"c1986188-8726-41aa-b554-eb02cebe7e36","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":158,"box":{"x":59,"y":857,"width":847,"height":12}},{"id":"f1b52ec6-aa79-41e9-b43d-f27cd71d96fd","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":158,"box":{"x":59,"y":872,"width":852,"height":12}},{"id":"46882ac3-0cb5-4996-9a89-8205853e43d3","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":158,"box":{"x":60,"y":887,"width":721,"height":12}},{"id":"71b9aba2-736d-497c-b7b2-c6d401f70b52","block_type":"box","text":"147","page_number":158,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"08bce059-6c3b-45c2-b1f4-64580760e5ac","block_type":"box","text":"Determination of Net Asset Value","page_number":159,"box":{"x":62,"y":67,"width":558,"height":23}},{"id":"40216cc6-2759-4192-a035-4b865ed588f7","block_type":"box","text":"Valuation of Shares.","page_number":159,"box":{"x":59,"y":108,"width":143,"height":10}},{"id":"e6d0f9f4-7dc9-4657-8a4e-31ca76001d1a","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the NYSE","page_number":159,"box":{"x":207,"y":108,"width":688,"height":13}},{"id":"9011bfd0-d395-4309-b9a7-bca94c771aaa","block_type":"box","text":"(normally 4:00 p.m. Eastern Time) on each business day the NYSE is open. Valuation of assets held by a Fund is as follows:","page_number":159,"box":{"x":60,"y":123,"width":853,"height":13}},{"id":"e6c004c6-e83b-435b-a91f-c7a91095888c","block_type":"box","text":"Equity Investments.","page_number":159,"box":{"x":60,"y":150,"width":139,"height":12}},{"id":"4fe89722-7480-47de-8842-fd8e5b4deab5","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":159,"box":{"x":205,"y":150,"width":430,"height":12}},{"id":"23bf8cac-b16a-477f-8594-77e7571f57bf","block_type":"box","text":"e.g.","page_number":159,"box":{"x":636,"y":153,"width":23,"height":9}},{"id":"cf7ed408-9d8e-4361-8631-0c254880103b","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":159,"box":{"x":661,"y":150,"width":276,"height":12}},{"id":"46624ee9-f635-40d1-94d7-28b9b241a757","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":159,"box":{"x":59,"y":165,"width":854,"height":12}},{"id":"2a9d3d14-1b2e-4a5c-9509-358a67ffcd2a","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":159,"box":{"x":59,"y":180,"width":869,"height":12}},{"id":"f7274aa7-dbc9-4cf5-a5ce-ef6a532a8912","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":159,"box":{"x":59,"y":195,"width":875,"height":12}},{"id":"4ac7a546-55e0-49af-a83a-09df0e311d5f","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":159,"box":{"x":59,"y":210,"width":841,"height":13}},{"id":"3f09c087-3116-468b-966c-a0bf80677dce","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":159,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"f3e345e8-24cc-4029-aad9-21e26c62313f","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by a Fund on a day on","page_number":159,"box":{"x":59,"y":240,"width":838,"height":13}},{"id":"4973131e-4d6b-4fc6-9fd2-5f4e4c7be3c8","block_type":"box","text":"which a Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":159,"box":{"x":59,"y":256,"width":848,"height":12}},{"id":"0226f45b-2c00-4b10-a81e-3c4c47562bf1","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":159,"box":{"x":60,"y":271,"width":829,"height":12}},{"id":"5e704371-fe27-4d7a-91db-c82443cc53af","block_type":"box","text":"below).","page_number":159,"box":{"x":60,"y":286,"width":50,"height":12}},{"id":"67c0335c-09b6-4a93-b0bb-42a0ead4a1cb","block_type":"box","text":"Fixed-Income Investments.","page_number":159,"box":{"x":60,"y":312,"width":193,"height":10}},{"id":"463cc4e6-9ef8-41c2-ac09-d3d9bec5a80d","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":159,"box":{"x":259,"y":312,"width":604,"height":13}},{"id":"49c81cf2-1bcc-4d9d-96ef-7cfc26a5adb0","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":159,"box":{"x":59,"y":327,"width":847,"height":13}},{"id":"7a2e10f4-14e5-4b49-9459-5fd28f471e45","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":159,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"0aaefaa6-f02e-4121-be41-2e3ff590b602","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":159,"box":{"x":59,"y":358,"width":737,"height":12}},{"id":"a071fd79-30f1-4983-a9eb-6c1b82f6aac4","block_type":"box","text":"e.g.","page_number":159,"box":{"x":797,"y":361,"width":23,"height":9}},{"id":"3745a928-3be6-46f2-a87c-d4229954633e","block_type":"box","text":", recent","page_number":159,"box":{"x":822,"y":359,"width":51,"height":10}},{"id":"58ce0ea4-513d-4d24-a70a-5169fa474d54","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":159,"box":{"x":60,"y":373,"width":795,"height":12}},{"id":"667c811a-9dc5-41b1-ba25-bbd905d7f2b0","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":159,"box":{"x":60,"y":388,"width":841,"height":12}},{"id":"8ee4d250-7f8a-40b8-b145-06ca8808b3df","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":159,"box":{"x":59,"y":403,"width":878,"height":12}},{"id":"b8159aa0-74b9-4f04-b4f2-57090a5f7332","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":159,"box":{"x":59,"y":418,"width":866,"height":12}},{"id":"d3884ea7-5068-490e-be3c-48bc335faa42","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":159,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"4e03060c-39a3-4000-8bdf-f2d4d2b24c78","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":159,"box":{"x":59,"y":448,"width":860,"height":13}},{"id":"72b4d626-cfa1-4d8e-974d-7edcdd08aa05","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":159,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"2f50b10b-0caf-4e8d-a7bb-70e9487ed04c","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":159,"box":{"x":60,"y":479,"width":844,"height":12}},{"id":"5adbd800-44ef-4af3-b90c-5b82f8bd0ec6","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":159,"box":{"x":60,"y":494,"width":873,"height":12}},{"id":"f7ad1d6a-051a-4ba9-bf4a-743287564979","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":159,"box":{"x":59,"y":509,"width":829,"height":12}},{"id":"f0cd1f2c-d8a3-4100-ac9b-25cb26fe88d2","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":159,"box":{"x":59,"y":524,"width":655,"height":12}},{"id":"742f8c0a-bab2-4b4d-a7d4-8ac16ca3505a","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":159,"box":{"x":59,"y":550,"width":338,"height":13}},{"id":"977e1cd2-74e0-4d69-81b2-1daacd55d13d","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":159,"box":{"x":403,"y":550,"width":517,"height":13}},{"id":"2a9b950c-fcaf-430d-b6ed-073beb2c3f93","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":159,"box":{"x":59,"y":566,"width":875,"height":12}},{"id":"3ac2cc98-6706-403c-8f86-04819017b687","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":159,"box":{"x":59,"y":581,"width":869,"height":12}},{"id":"5a664a1a-2aa2-442a-8508-1c6a9fc26e62","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":159,"box":{"x":59,"y":596,"width":854,"height":12}},{"id":"627b182e-cc7a-4430-a6b0-77bf68dd9cf4","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":159,"box":{"x":60,"y":611,"width":848,"height":12}},{"id":"3e63de08-4418-45f7-9f8d-22a1ede186a3","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":159,"box":{"x":59,"y":626,"width":868,"height":12}},{"id":"f859fb87-eef7-4d60-a74e-d567e4a8056d","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":159,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"8c63b897-8a3c-4678-8e0d-9cde91dd736b","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":159,"box":{"x":59,"y":656,"width":848,"height":13}},{"id":"d6dcd56b-c073-4ba6-9e70-24c34891030e","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":159,"box":{"x":60,"y":671,"width":822,"height":13}},{"id":"6474b962-c221-40cb-9d8e-7e30ad3084ee","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":159,"box":{"x":59,"y":686,"width":831,"height":13}},{"id":"832c2fa9-a56b-4b5d-86e2-4e7d118c41bd","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":159,"box":{"x":59,"y":702,"width":872,"height":12}},{"id":"58129e85-a123-4787-9e62-6f13dccbf3c3","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":159,"box":{"x":60,"y":717,"width":453,"height":12}},{"id":"9c949e72-ab37-4f61-b81f-3f738f9488f2","block_type":"box","text":"Underlying Funds.","page_number":159,"box":{"x":60,"y":743,"width":130,"height":12}},{"id":"3aa6cc6c-afea-4d14-80f7-2f529c329bbd","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":159,"box":{"x":195,"y":743,"width":693,"height":12}},{"id":"a27497f3-fbb0-44ac-8a75-46518803cfde","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":159,"box":{"x":60,"y":758,"width":759,"height":13}},{"id":"eb610cee-b076-4acc-b877-c2aacc351d9f","block_type":"box","text":"General Valuation Information.","page_number":159,"box":{"x":59,"y":785,"width":222,"height":10}},{"id":"b9d5f6c1-26d2-4618-9b1a-6cf5cba549dc","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":159,"box":{"x":287,"y":785,"width":613,"height":12}},{"id":"e05f62ba-e23c-4dd7-b434-0d03150062fe","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":159,"box":{"x":60,"y":800,"width":850,"height":10}},{"id":"c3860ebb-cbc1-4998-b848-238c38f51351","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":159,"box":{"x":59,"y":815,"width":853,"height":12}},{"id":"c9f859f8-b948-4511-814d-b62eafa5d718","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":159,"box":{"x":59,"y":830,"width":813,"height":12}},{"id":"a297f0d4-0096-4c02-b2df-0554697c6226","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":159,"box":{"x":59,"y":845,"width":701,"height":13}},{"id":"346eb899-383e-4fb8-ba28-8640dd0cd5eb","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the","page_number":159,"box":{"x":59,"y":872,"width":866,"height":12}},{"id":"3015e7c9-a565-443e-af11-8c0158803f5c","block_type":"box","text":"investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation methodology","page_number":159,"box":{"x":60,"y":887,"width":866,"height":12}},{"id":"104c0dfa-0bf0-4909-ae71-f99e36cf2c51","block_type":"box","text":"148","page_number":159,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"948a3824-2c32-4f58-9d44-61aa78bb609e","block_type":"box","text":"or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be","page_number":160,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"7c6dd724-7aaf-4070-897c-095dfb70d104","block_type":"box","text":"less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain","page_number":160,"box":{"x":60,"y":82,"width":846,"height":12}},{"id":"092fb93c-4964-4bb1-85d4-580d4bd6d342","block_type":"box","text":"upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by technological issues and/or","page_number":160,"box":{"x":60,"y":97,"width":876,"height":12}},{"id":"96d382eb-a578-445a-bdc6-11e1cf29919c","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":160,"box":{"x":59,"y":112,"width":439,"height":12}},{"id":"1409e5c0-da04-4fc3-9f1b-582a607833f1","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":160,"box":{"x":59,"y":138,"width":626,"height":13}},{"id":"0b88cba2-386a-4f16-aa80-85b63180fe2a","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":160,"box":{"x":60,"y":165,"width":871,"height":12}},{"id":"250fab8d-5581-43ec-8b4f-5a04dbf62e76","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":160,"box":{"x":59,"y":180,"width":823,"height":12}},{"id":"8a7d2b6a-5574-48cb-9982-60be31cadc32","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":160,"box":{"x":59,"y":195,"width":833,"height":12}},{"id":"ce8f350a-57ea-4163-b0f3-a04ff9e63559","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":160,"box":{"x":60,"y":210,"width":836,"height":13}},{"id":"7fd83b8c-b334-451b-a823-d87d2b6866fc","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":160,"box":{"x":59,"y":225,"width":862,"height":13}},{"id":"6cc29777-891f-4b2b-8c1e-aefc8a191dd9","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":160,"box":{"x":60,"y":240,"width":804,"height":13}},{"id":"33296d72-8d30-4ffc-b32a-e80aaeac3734","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":160,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"0aab7d47-7f77-45fa-8bd8-0800c2ed5cf5","block_type":"box","text":"a Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between a Fund’s","page_number":160,"box":{"x":59,"y":282,"width":827,"height":12}},{"id":"aebd24d5-2d26-4461-83b3-c4d83b7502bb","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":160,"box":{"x":59,"y":297,"width":414,"height":13}},{"id":"30b19f86-dbc6-48b6-b58a-7e14fcf6cc68","block_type":"box","text":"Fair Value.","page_number":160,"box":{"x":60,"y":324,"width":73,"height":9}},{"id":"bfab2bfb-5ebc-4cdd-bfa1-c0e610c9e1ea","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":160,"box":{"x":138,"y":324,"width":796,"height":12}},{"id":"69e17d0d-2720-42f3-9b6c-5eeda4f05d51","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":160,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"8c4503b4-9510-473b-8731-1e8084ef134a","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":160,"box":{"x":60,"y":354,"width":819,"height":12}},{"id":"d829010b-c92f-447e-a41e-ef7c125c13d0","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":160,"box":{"x":59,"y":369,"width":838,"height":12}},{"id":"9fbc46d8-6d80-4eb9-9151-71acc85afd79","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":160,"box":{"x":59,"y":384,"width":855,"height":12}},{"id":"e61f83ca-aecc-4b48-b865-bc9359228e36","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":160,"box":{"x":59,"y":399,"width":851,"height":13}},{"id":"c1a33c27-163b-41b7-a90d-9f9a49ba96b5","block_type":"box","text":"unreliable (","page_number":160,"box":{"x":60,"y":414,"width":77,"height":13}},{"id":"89ef1fc0-e3c3-4d20-8ab5-59c264f7b968","block_type":"box","text":"e.g.","page_number":160,"box":{"x":138,"y":417,"width":23,"height":10}},{"id":"fa4cbaeb-13b2-4fbc-86f1-c1620bf4b22d","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":160,"box":{"x":163,"y":414,"width":745,"height":13}},{"id":"2c0f2c0d-a7b8-4fab-aac6-462795c8e1d0","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":160,"box":{"x":59,"y":429,"width":839,"height":13}},{"id":"c6fefe0d-b216-479f-923f-81d16db22766","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":160,"box":{"x":59,"y":445,"width":822,"height":12}},{"id":"6abaaa41-6ad6-4763-b674-dc844408695b","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":160,"box":{"x":59,"y":460,"width":861,"height":12}},{"id":"d22a73ee-b835-4d0a-867b-87e82aa7fba4","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":160,"box":{"x":59,"y":475,"width":863,"height":12}},{"id":"261cabb7-1f17-4b69-9c5a-ca2b85c90a97","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":160,"box":{"x":60,"y":490,"width":863,"height":12}},{"id":"0b669a97-86b2-4560-86b8-45c44755a38b","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":160,"box":{"x":60,"y":505,"width":863,"height":12}},{"id":"0471e28c-a013-4d1c-9b18-67e02837a5cb","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":160,"box":{"x":60,"y":520,"width":857,"height":12}},{"id":"42761966-f690-45b0-8c58-588776e9a911","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":160,"box":{"x":59,"y":535,"width":829,"height":13}},{"id":"516675f3-a9fb-41e3-aae3-10fffb599dce","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":160,"box":{"x":60,"y":550,"width":573,"height":13}},{"id":"0120bc1b-7896-42f1-8bce-536d16cdf9ea","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":160,"box":{"x":60,"y":577,"width":873,"height":12}},{"id":"c655f957-b904-4edb-88a6-180c4cf351d0","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":160,"box":{"x":59,"y":592,"width":787,"height":12}},{"id":"a8e70be0-5380-423c-8bee-618aeb55d727","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":160,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"52c51fb6-cb1a-4ec8-a610-97905b727b7a","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":160,"box":{"x":60,"y":622,"width":558,"height":13}},{"id":"e9b92bd7-15dc-4c15-8df0-db0d1d120c2b","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":160,"box":{"x":60,"y":649,"width":843,"height":12}},{"id":"b05b4651-ebb7-490c-9315-6ade147831bc","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":160,"box":{"x":60,"y":664,"width":873,"height":12}},{"id":"aa6ffcf4-f7c7-4934-89c7-d2b24b7d896d","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":160,"box":{"x":59,"y":679,"width":848,"height":12}},{"id":"d1cfb301-c26f-4c6a-af24-5699833794f9","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":160,"box":{"x":60,"y":694,"width":676,"height":12}},{"id":"be0afa98-d74a-44d0-b6ba-2a7219613a04","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":160,"box":{"x":59,"y":720,"width":868,"height":13}},{"id":"34b99d36-0664-43a7-b610-000056688648","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":160,"box":{"x":59,"y":736,"width":838,"height":12}},{"id":"b3976161-528e-4176-853d-35f1690f7e70","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":160,"box":{"x":60,"y":751,"width":846,"height":12}},{"id":"15d316d6-e1bb-409d-95c5-4142c62dc965","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":160,"box":{"x":59,"y":766,"width":857,"height":12}},{"id":"95562a4d-cad4-4a46-89ec-cc4241af9254","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":160,"box":{"x":59,"y":781,"width":878,"height":12}},{"id":"7a82d2f9-607d-43d0-8f78-7cef0cfae6a7","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":160,"box":{"x":60,"y":796,"width":396,"height":12}},{"id":"b59b4a17-1ad1-4834-b2fe-d2ca01a0acd8","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":160,"box":{"x":60,"y":823,"width":847,"height":12}},{"id":"cadd7985-102c-42ea-9695-963170349174","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":160,"box":{"x":60,"y":838,"width":865,"height":12}},{"id":"8176dd0a-0e66-46b7-9012-430eb9173efa","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":160,"box":{"x":59,"y":853,"width":879,"height":12}},{"id":"8d4d0ce7-ff60-476c-8562-0e5870d5680a","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":160,"box":{"x":59,"y":868,"width":796,"height":12}},{"id":"b8fe07ee-7fdd-4810-9ce3-0f39c22acb02","block_type":"box","text":"149","page_number":160,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"2716f826-ac7b-40ee-b13c-f8e8d97a3629","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":161,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"04fbfb4e-f1cc-4e1c-a787-65a83b7ff4ef","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":161,"box":{"x":59,"y":82,"width":801,"height":12}},{"id":"cfe4b317-8d00-4892-bda5-77d2f3b4b0a4","block_type":"box","text":"investment.","page_number":161,"box":{"x":60,"y":98,"width":80,"height":9}},{"id":"8a746c36-ee07-403c-9360-49b0b7cca5d0","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":161,"box":{"x":59,"y":123,"width":864,"height":13}},{"id":"7c9da110-fe8b-4a92-871b-8caff62aa85c","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":161,"box":{"x":60,"y":138,"width":842,"height":13}},{"id":"f9979821-9cd7-4c4f-bb55-ea938fb7d78b","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":161,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"e6416de3-be28-4e5f-8a07-240c3bfd4615","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":161,"box":{"x":59,"y":169,"width":541,"height":12}},{"id":"46349b8b-9316-49f7-ae69-145492ffd755","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":161,"box":{"x":59,"y":195,"width":821,"height":12}},{"id":"24fcb0c8-baa3-4b74-b023-ecc143552831","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":161,"box":{"x":59,"y":210,"width":795,"height":13}},{"id":"01586599-81d8-4950-8e48-ae069c10a0e1","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":161,"box":{"x":59,"y":225,"width":837,"height":13}},{"id":"07901f81-7619-4893-8e43-e54ab4dfd044","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":161,"box":{"x":60,"y":240,"width":835,"height":13}},{"id":"4dd484ab-49be-48b5-9a05-bf8d4a9c0662","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":161,"box":{"x":59,"y":256,"width":499,"height":12}},{"id":"13f5010a-2a99-4102-af26-033a23c4f6ff","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":161,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"d16cb14b-41c6-40f7-9d7b-72840df522d3","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":161,"box":{"x":59,"y":297,"width":839,"height":13}},{"id":"327e6290-228d-46df-a12a-e361e55c872d","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":161,"box":{"x":59,"y":312,"width":862,"height":13}},{"id":"db57dca8-f66b-444f-a755-f907df9cb9c6","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":161,"box":{"x":59,"y":327,"width":862,"height":13}},{"id":"30797181-5fe8-4665-80ae-526b274a1b4a","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":161,"box":{"x":59,"y":343,"width":779,"height":12}},{"id":"fe8e39f9-3444-43c4-a941-ba921bc091f1","block_type":"box","text":"Brokerage Transactions","page_number":161,"box":{"x":62,"y":373,"width":390,"height":30}},{"id":"8f3933a0-968d-44d2-af60-8c9b4c26d5cd","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of a Fund’s portfolio transactions","page_number":161,"box":{"x":59,"y":414,"width":862,"height":13}},{"id":"e61a4795-c335-4228-a7f3-2e9074225017","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":161,"box":{"x":59,"y":429,"width":836,"height":13}},{"id":"6b14c670-5d02-4c2f-a271-3b83de558379","block_type":"box","text":"obtain the best net results for the Funds, taking into account such factors as price (including the applicable brokerage","page_number":161,"box":{"x":59,"y":445,"width":825,"height":12}},{"id":"8402b4ba-f094-4f44-845c-e511bde3e76e","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":161,"box":{"x":59,"y":460,"width":877,"height":12}},{"id":"e1d1b2e4-3ae7-41a5-b611-3966585f5c00","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":161,"box":{"x":60,"y":475,"width":860,"height":12}},{"id":"13c09d77-7b60-4eb6-b2e3-f4d730cd10e0","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":161,"box":{"x":59,"y":490,"width":805,"height":12}},{"id":"086f48b7-3724-4166-963c-dd316507e3fe","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":161,"box":{"x":59,"y":505,"width":852,"height":12}},{"id":"5ed48e95-0b6f-4b14-9409-f8aac21ac52f","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including a Fund. In","page_number":161,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"cfb7be8e-d429-44d2-8998-f9fa31b507af","block_type":"box","text":"return for such services, BFA may cause a Fund to pay a higher commission than other brokers would charge if BFA","page_number":161,"box":{"x":60,"y":535,"width":806,"height":13}},{"id":"fff07f70-01ab-4520-8353-dc77c65e8b72","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":161,"box":{"x":59,"y":550,"width":665,"height":13}},{"id":"063696d7-7a2c-4917-a4ed-1a2536e2adf7","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":161,"box":{"x":60,"y":577,"width":824,"height":12}},{"id":"39f7e660-c0ee-4e82-aeb7-b2eaa395eff6","block_type":"box","text":"execution for a Fund and may take into account a variety of factors including: (i) the size, nature and character of the security","page_number":161,"box":{"x":59,"y":592,"width":878,"height":12}},{"id":"d970dc01-fc44-41c7-94ac-c070e7417bcd","block_type":"box","text":"or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii)","page_number":161,"box":{"x":59,"y":607,"width":847,"height":12}},{"id":"816177c8-2640-4087-9f4e-f1c1525eca35","block_type":"box","text":"BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and expected in","page_number":161,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"2535205c-0892-48cf-b424-ec2382e56469","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":161,"box":{"x":59,"y":637,"width":835,"height":13}},{"id":"d200bd6b-864e-4e90-a0bd-f9da65a6c264","block_type":"box","text":"brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research services provided;","page_number":161,"box":{"x":60,"y":652,"width":860,"height":13}},{"id":"49a6b87a-87de-4b11-8624-40099ad6bbe2","block_type":"box","text":"(viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and (ix) BFA’s","page_number":161,"box":{"x":60,"y":668,"width":815,"height":12}},{"id":"c412894d-0aa8-465b-9c8b-9543d60fc9e5","block_type":"box","text":"knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected because of","page_number":161,"box":{"x":60,"y":683,"width":846,"height":12}},{"id":"98f858ff-4056-4333-a3ec-2a18fdc58825","block_type":"box","text":"their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded securities, or","page_number":161,"box":{"x":59,"y":698,"width":870,"height":12}},{"id":"1cf05ca7-0dfd-4948-91ca-0af23b3b2266","block_type":"box","text":"other circumstances.","page_number":161,"box":{"x":59,"y":713,"width":146,"height":10}},{"id":"e353dcae-faad-4b91-a030-5a1bd61be6f3","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":161,"box":{"x":59,"y":739,"width":863,"height":13}},{"id":"ea14712a-0b35-43e4-9a8f-8abcf7040111","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":161,"box":{"x":59,"y":754,"width":845,"height":13}},{"id":"8490b1aa-fd48-40eb-a9e1-bd3edfaa46d0","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":161,"box":{"x":60,"y":770,"width":871,"height":12}},{"id":"ee220f9c-b2e2-4faa-88d4-f00f5215204d","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":161,"box":{"x":59,"y":785,"width":839,"height":12}},{"id":"343e5015-859a-4ed9-b24a-51eb8955ac6a","block_type":"box","text":"under certain conditions.","page_number":161,"box":{"x":60,"y":800,"width":174,"height":10}},{"id":"f5505ef6-74b6-4866-a040-c07ca7716164","block_type":"box","text":"From time to time, a Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may","page_number":161,"box":{"x":60,"y":826,"width":869,"height":13}},{"id":"8546e9dc-2985-4841-ad21-ff1f0ca03032","block_type":"box","text":"be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":161,"box":{"x":60,"y":841,"width":843,"height":13}},{"id":"69be513d-5fee-4033-b64d-0b6767410484","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":161,"box":{"x":59,"y":857,"width":831,"height":12}},{"id":"184ecfcd-5aed-41a4-b840-6df15fbf7894","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":161,"box":{"x":59,"y":872,"width":807,"height":12}},{"id":"93eaed4e-82df-4708-a739-7fe983b9609e","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":161,"box":{"x":59,"y":887,"width":604,"height":12}},{"id":"6a7bb2b6-bd08-45f3-966b-05dd05e38ef9","block_type":"box","text":"150","page_number":161,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"d2671ae6-4f33-4236-8829-b55425643f97","block_type":"box","text":"The Funds anticipate that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":162,"box":{"x":59,"y":67,"width":867,"height":12}},{"id":"727dac67-9449-4d2f-b9a3-b924383926c9","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Funds in the form of","page_number":162,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"a80370c0-cc13-48bc-a5c6-88744c812c74","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":162,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"cff38093-889b-4841-9de6-9543fb44929b","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":162,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"c0bad0c2-ade7-4f57-9971-e2b109eb279f","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":162,"box":{"x":59,"y":127,"width":329,"height":12}},{"id":"b4b7c813-d083-4204-b4be-c863d792be79","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":162,"box":{"x":59,"y":154,"width":842,"height":12}},{"id":"e9a2df93-1dab-44f6-9f98-1949097171dd","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":162,"box":{"x":59,"y":169,"width":861,"height":12}},{"id":"dd4c8ef6-3be5-4ccd-9381-bc95c8fd6036","block_type":"box","text":"Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or","page_number":162,"box":{"x":60,"y":184,"width":811,"height":12}},{"id":"c2f22049-6669-40f1-a241-93ec0b0a08f0","block_type":"box","text":"execution could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities","page_number":162,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"78df3e61-bf07-417e-bd0b-7c720e5a70e2","block_type":"box","text":"will generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell","page_number":162,"box":{"x":59,"y":214,"width":875,"height":12}},{"id":"073243df-9c80-4f70-85c4-c6ccc9a3b920","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":162,"box":{"x":59,"y":229,"width":500,"height":12}},{"id":"363216bf-6c93-4696-b161-197083a67b87","block_type":"box","text":"Under the 1940 Act, persons affiliated with a Fund and persons who are affiliated with such affiliated persons are prohibited","page_number":162,"box":{"x":60,"y":256,"width":866,"height":12}},{"id":"6af10f4b-ade0-4c6b-b9c8-a637eceb75e4","block_type":"box","text":"from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such","page_number":162,"box":{"x":59,"y":271,"width":820,"height":12}},{"id":"a00d3944-c657-4461-89aa-35779a861302","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":162,"box":{"x":59,"y":286,"width":844,"height":12}},{"id":"69c80f94-bd10-4c69-9a6d-74d7b859390d","block_type":"box","text":"acting as principal for their own accounts, the Funds will not deal with affiliated persons and affiliated persons of such","page_number":162,"box":{"x":59,"y":301,"width":826,"height":12}},{"id":"6b08d016-6d02-46e7-a788-f61d3df8fb8e","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":162,"box":{"x":59,"y":316,"width":855,"height":12}},{"id":"70df5088-5917-428e-8107-cf07c2d4eac8","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":162,"box":{"x":60,"y":331,"width":853,"height":13}},{"id":"78e0f92d-8ddd-4ced-8b62-5c619867a00c","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":162,"box":{"x":59,"y":346,"width":875,"height":13}},{"id":"99cdae9d-f80b-49a0-9c93-e0ae6031456b","block_type":"box","text":"Act.","page_number":162,"box":{"x":59,"y":362,"width":27,"height":9}},{"id":"e6c1a6fb-6c3b-45de-a836-7098c25c1d42","block_type":"box","text":"Purchases of money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds do not","page_number":162,"box":{"x":60,"y":388,"width":854,"height":12}},{"id":"038542e0-ce4b-446e-8073-1e35b9d32e42","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":162,"box":{"x":59,"y":403,"width":861,"height":12}},{"id":"cdfac81c-46ce-4038-a08d-97626a4142bb","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":162,"box":{"x":59,"y":418,"width":856,"height":12}},{"id":"0348fe26-a7c7-45c3-926b-e0ec3478680c","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":162,"box":{"x":59,"y":433,"width":472,"height":13}},{"id":"fa65eccf-f210-4f59-85cb-486f1ea4c116","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or dealers that are","page_number":162,"box":{"x":60,"y":460,"width":830,"height":12}},{"id":"0839ecb3-5d6c-4869-9d60-55034e1a2d60","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":162,"box":{"x":59,"y":475,"width":866,"height":12}},{"id":"e8b0138a-1ab0-465c-aab2-9c74099ccd1c","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":162,"box":{"x":59,"y":490,"width":868,"height":12}},{"id":"4d51f19d-9914-4f04-9445-b6788605a154","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":162,"box":{"x":59,"y":505,"width":365,"height":12}},{"id":"5f4d78ea-131e-453b-a957-917ac84d5bdd","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":162,"box":{"x":59,"y":531,"width":873,"height":13}},{"id":"8d7f60f0-ab7e-4861-a01d-3310db9076ba","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":162,"box":{"x":59,"y":547,"width":823,"height":12}},{"id":"7a819b7e-752e-4aa0-9f6e-a291c11c03ad","block_type":"box","text":"commissions or discounts are paid.","page_number":162,"box":{"x":59,"y":562,"width":247,"height":12}},{"id":"ada6ed35-d556-4710-92bf-8370373063e6","block_type":"box","text":"Investment decisions for the Funds and for other investment accounts managed by BFA and the other Affiliates are made","page_number":162,"box":{"x":60,"y":588,"width":847,"height":13}},{"id":"c5458c62-cb04-46f2-a91f-9d307ffd6cc6","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":162,"box":{"x":60,"y":603,"width":834,"height":13}},{"id":"394bb997-d691-4142-a6f2-1c4ad96689de","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":162,"box":{"x":59,"y":618,"width":854,"height":13}},{"id":"d438f94d-8789-4916-beb7-b53c1ff232c0","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":162,"box":{"x":59,"y":634,"width":854,"height":12}},{"id":"36017a83-d74a-4553-b132-569797fa37be","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":162,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"d32f4f4c-a7a5-4bc3-af34-ce7aafcd0ea9","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":162,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"3f3b6c86-e1d6-4155-9892-c5e4c199a68f","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":162,"box":{"x":59,"y":679,"width":812,"height":12}},{"id":"cfc2ac99-9fb7-4219-bbfb-a5003d996c17","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":162,"box":{"x":59,"y":694,"width":877,"height":12}},{"id":"8ba38818-f512-49d1-b3c0-9ac1626fd848","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":162,"box":{"x":60,"y":709,"width":866,"height":12}},{"id":"8ed0b07d-26bc-491e-bfc3-6d204bc9493b","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":162,"box":{"x":59,"y":724,"width":843,"height":13}},{"id":"c92bcb22-4a98-4a80-8ca6-2d46dfacf028","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":162,"box":{"x":59,"y":739,"width":871,"height":13}},{"id":"e2a98eaf-021c-400a-9eca-31156ca3c37f","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":162,"box":{"x":59,"y":754,"width":817,"height":13}},{"id":"05fa512f-ce3f-4c6c-b578-a96a8bee3c34","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":162,"box":{"x":59,"y":770,"width":863,"height":12}},{"id":"e81ab089-5449-4624-a432-1f259b17eab7","block_type":"box","text":"in which the Funds may invest.","page_number":162,"box":{"x":60,"y":785,"width":214,"height":12}},{"id":"412a32db-ebe4-4f90-9aa3-4ae41ff9a095","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":162,"box":{"x":60,"y":811,"width":861,"height":13}},{"id":"5eb7efa0-b020-44d8-96e5-57b7895711ff","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":162,"box":{"x":60,"y":826,"width":871,"height":13}},{"id":"51ab1456-6a0e-4e5b-b0cf-a9aa2086f6de","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":162,"box":{"x":59,"y":841,"width":823,"height":10}},{"id":"005a0b17-c7d1-47e2-8bdc-fcbf66672492","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":162,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"af297531-24ec-43fd-8ee1-e1b2bc2e897a","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":162,"box":{"x":59,"y":872,"width":872,"height":12}},{"id":"7230b542-d307-4683-a2a2-2080da4a8836","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":162,"box":{"x":59,"y":887,"width":855,"height":12}},{"id":"7de26cfb-a2db-49bf-96e0-c539f5a41e5d","block_type":"box","text":"151","page_number":162,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"c5197ca7-f3cd-4c73-a3ae-53058f18da4b","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":163,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"a302192b-1174-4e65-8400-1e6d94eba9e4","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":163,"box":{"x":59,"y":82,"width":863,"height":12}},{"id":"6b9741ed-bf5e-49f5-9558-433901f7f2b0","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":163,"box":{"x":59,"y":97,"width":871,"height":12}},{"id":"8a09c8e4-6cfb-43c5-9d7c-cac6d7ee8c6e","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":163,"box":{"x":59,"y":112,"width":856,"height":12}},{"id":"788e4293-6d03-4a5e-b029-9cadc2db0832","block_type":"box","text":"pro rata","page_number":163,"box":{"x":58,"y":128,"width":56,"height":11}},{"id":"49dfcc34-c901-4e1f-8958-68f96c7110b9","block_type":"box","text":"basis. This","page_number":163,"box":{"x":119,"y":127,"width":71,"height":10}},{"id":"b13d8c26-6ac0-4084-a2d9-37ba29689be1","block_type":"box","text":"pro rata","page_number":163,"box":{"x":195,"y":128,"width":55,"height":11}},{"id":"8f792227-848b-4104-bb50-971f6436774c","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":163,"box":{"x":255,"y":127,"width":657,"height":12}},{"id":"c1f58859-d655-43a0-a380-6132411dcbfc","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":163,"box":{"x":59,"y":142,"width":823,"height":13}},{"id":"05db6396-2305-49f2-830c-7b3ae54ac924","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":163,"box":{"x":59,"y":157,"width":797,"height":13}},{"id":"e1893fa4-0efa-45d3-aa16-92053cda6642","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":163,"box":{"x":60,"y":172,"width":873,"height":13}},{"id":"857ccdda-fe93-4fa3-869f-0da1e948c031","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":163,"box":{"x":59,"y":188,"width":813,"height":12}},{"id":"9e502da4-cfa3-4178-9715-b4500c63c704","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":163,"box":{"x":59,"y":203,"width":510,"height":12}},{"id":"4906ee77-d647-4452-9992-5b8dda22f6f7","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":163,"box":{"x":60,"y":229,"width":861,"height":12}},{"id":"f0ee8809-8265-487c-99eb-50fc8656d2f0","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":163,"box":{"x":59,"y":244,"width":812,"height":13}},{"id":"0106a456-c297-4a0b-a957-3ab15b3275be","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":163,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"d2e6b1b4-cd9d-43ca-b88b-c04812805d02","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":163,"box":{"x":59,"y":274,"width":878,"height":13}},{"id":"9f8153dd-772d-4376-82d9-c8540983cedf","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":163,"box":{"x":59,"y":290,"width":860,"height":12}},{"id":"eff4409d-8f00-450c-b44d-d012f62cb832","block_type":"box","text":"there may be an adverse effect on price. 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The trader will give the bunched order to the broker-dealer that the trader has identified","page_number":163,"box":{"x":59,"y":558,"width":862,"height":12}},{"id":"cb844677-87d4-4a55-9a56-ae9464f0e282","block_type":"box","text":"as being able to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a","page_number":163,"box":{"x":59,"y":573,"width":831,"height":12}},{"id":"adb6494a-d88a-41fb-ac1a-f072a4c2f28b","block_type":"box","text":"reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough to execute the","page_number":163,"box":{"x":60,"y":588,"width":854,"height":13}},{"id":"01a767fb-c157-4f2f-985b-60f12b184e30","block_type":"box","text":"order.","page_number":163,"box":{"x":59,"y":603,"width":39,"height":10}},{"id":"1d52484b-df3a-4d1c-aa54-0f6b201ec251","block_type":"box","text":"The table below sets forth the brokerage commissions paid by each Fund for the fiscal years noted. 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677,360,775","page_number":166,"box":{"x":59,"y":738,"width":879,"height":12}},{"id":"26ac2605-e076-4b6a-b7ba-f60e9da18eab","block_type":"box","text":"Citigroup Inc. $ 371,112,337","page_number":166,"box":{"x":531,"y":755,"width":407,"height":12}},{"id":"53849f3b-c048-4321-a2ee-3ba6dff748d1","block_type":"box","text":"JPMorgan Chase & Co. $1,836,562,074","page_number":166,"box":{"x":530,"y":771,"width":408,"height":12}},{"id":"38ca51c9-5a83-4751-8bfd-765a5de80034","block_type":"box","text":"Morgan Stanley $ 429,092,906","page_number":166,"box":{"x":531,"y":787,"width":407,"height":13}},{"id":"17adbb92-43b8-406a-9ab5-b62accdd5781","block_type":"box","text":"The Goldman Sachs Group, Inc. $ 540,584,226","page_number":166,"box":{"x":531,"y":804,"width":407,"height":12}},{"id":"653e6b39-fdca-4e7c-9b94-cd72dc1fe54f","block_type":"box","text":"Virtu Financial, Inc. $ 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15,968,989","page_number":167,"box":{"x":532,"y":361,"width":406,"height":13}},{"id":"8311338e-eeee-4793-8d38-55daff14bd00","block_type":"box","text":"Goldman Sachs $ 8,391,375","page_number":167,"box":{"x":531,"y":378,"width":407,"height":11}},{"id":"2d726e74-a903-44be-a4b5-3d6878355e97","block_type":"box","text":"iShares Russell Top 200 Value ETF JP Morgan $ 132,679,103","page_number":167,"box":{"x":59,"y":411,"width":879,"height":12}},{"id":"0b42973b-9a82-4100-979e-362c4af441c8","block_type":"box","text":"Bank of America Merrill Lynch $ 48,935,689","page_number":167,"box":{"x":532,"y":427,"width":406,"height":12}},{"id":"0ce0e43e-ef1e-4ad9-b2b2-2c0e9599d351","block_type":"box","text":"Wells Fargo $ 40,936,338","page_number":167,"box":{"x":531,"y":443,"width":407,"height":13}},{"id":"0c5245ee-d739-4571-9afe-65483eacf41c","block_type":"box","text":"Goldman Sachs $ 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Morgan Securities LLC $ 405,352","page_number":167,"box":{"x":59,"y":640,"width":879,"height":12}},{"id":"46e61717-6aa2-4ed9-920d-47ad45ef847a","block_type":"box","text":"BofA Securities, Inc. $ 165,360","page_number":167,"box":{"x":532,"y":656,"width":406,"height":12}},{"id":"03aa900d-0386-4bdf-8492-3484ebe458e5","block_type":"box","text":"Goldman Sachs & Co. LLC $ 129,436","page_number":167,"box":{"x":531,"y":673,"width":407,"height":11}},{"id":"9c3e047a-f47a-41dd-b927-36a3a97e15a7","block_type":"box","text":"Citigroup Global Markets Inc. $ 101,389","page_number":167,"box":{"x":531,"y":689,"width":407,"height":12}},{"id":"e792e9a8-a3ce-43ef-af94-c76558ac69f4","block_type":"box","text":"Morgan Stanley & Co. LLC $ 101,211","page_number":167,"box":{"x":531,"y":705,"width":405,"height":13}},{"id":"f61cc5f2-4746-460b-8043-11617f68ff80","block_type":"box","text":"iShares S&P 500 Growth ETF JP Morgan $1,134,411,861","page_number":167,"box":{"x":59,"y":738,"width":877,"height":12}},{"id":"de9259b8-24cb-47bf-b3e4-36d44733fd0b","block_type":"box","text":"Goldman Sachs $ 346,915,965","page_number":167,"box":{"x":531,"y":754,"width":407,"height":12}},{"id":"35b4e65b-5208-465e-8d28-62b74de77013","block_type":"box","text":"Morgan Stanley $ 254,039,962","page_number":167,"box":{"x":531,"y":771,"width":407,"height":12}},{"id":"282eef89-acb6-4ec2-80e8-7859e5e46028","block_type":"box","text":"iShares S&P 500 Value ETF Bank of America Merrill Lynch $ 558,016,826","page_number":167,"box":{"x":59,"y":804,"width":879,"height":12}},{"id":"3cc711fd-7def-4f4e-84e1-04c0499341af","block_type":"box","text":"JP Morgan $ 437,811,271","page_number":167,"box":{"x":530,"y":820,"width":406,"height":12}},{"id":"0cbf853c-f1ff-4920-a6bb-ea5b1c6d2e53","block_type":"box","text":"Citigroup Global Markets $ 341,876,940","page_number":167,"box":{"x":531,"y":836,"width":407,"height":13}},{"id":"7ea7da86-6bf2-4aee-af79-0024bd8535a8","block_type":"box","text":"Goldman Sachs $ 153,197,791","page_number":167,"box":{"x":531,"y":853,"width":405,"height":11}},{"id":"55a4268f-5a38-433d-93eb-5f9dce6a5869","block_type":"box","text":"Morgan Stanley $ 133,183,703","page_number":167,"box":{"x":531,"y":869,"width":407,"height":12}},{"id":"67415bd5-031c-4420-addf-e45a7b07d421","block_type":"box","text":"156","page_number":167,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"45c29238-f866-4c37-9fae-e72e522d6c9f","block_type":"box","text":"Fund","page_number":168,"box":{"x":60,"y":77,"width":27,"height":8}},{"id":"452114d5-79e4-4935-8bba-f12e634f056f","block_type":"box","text":"Issuer","page_number":168,"box":{"x":532,"y":78,"width":34,"height":7}},{"id":"2011e0a8-864e-40b2-bd57-2b6438356c3e","block_type":"box","text":"Market Value of","page_number":168,"box":{"x":847,"y":67,"width":92,"height":8}},{"id":"2a6950a0-0852-4867-9fac-83ed14499433","block_type":"box","text":"Investment","page_number":168,"box":{"x":861,"y":78,"width":64,"height":7}},{"id":"6abc7355-ebb2-4c7c-9950-d6d48332e1dd","block_type":"box","text":"iShares Top 20 U.S. Stocks ETF J.P. 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125%","page_number":169,"box":{"x":60,"y":674,"width":636,"height":12}},{"id":"5ff94415-e1ae-44cb-a805-929f111245a5","block_type":"box","text":"(1)","page_number":169,"box":{"x":697,"y":672,"width":14,"height":8}},{"id":"b25942b7-6dde-4130-9f27-199acfae3c98","block_type":"box","text":"8%","page_number":169,"box":{"x":865,"y":674,"width":22,"height":10}},{"id":"c77f16d0-c180-4a09-8369-2c2cfb151667","block_type":"box","text":"(1)","page_number":169,"box":{"x":84,"y":712,"width":11,"height":7}},{"id":"6c55b7a3-9746-48cb-b967-64f739a5b1d6","block_type":"box","text":"The increase in the portfolio turnover rate as compared to the prior fiscal year is primarily due to an increase in trading driven by the index","page_number":169,"box":{"x":107,"y":714,"width":774,"height":9}},{"id":"b8750fb4-9c26-4699-9347-d71ef57df651","block_type":"box","text":"methodology.","page_number":169,"box":{"x":108,"y":726,"width":76,"height":10}},{"id":"2a8b0487-b308-4658-82f7-6f7f6c3104c0","block_type":"box","text":"(2)","page_number":169,"box":{"x":84,"y":740,"width":11,"height":6}},{"id":"c8822865-c4d3-4ece-918c-c5a2391f17ad","block_type":"box","text":"The inception date for the iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF and iShares Top 20 U.S. Stocks ETF was October","page_number":169,"box":{"x":107,"y":741,"width":815,"height":10}},{"id":"84f4dc02-b1b8-4997-9844-cf070e2832ea","block_type":"box","text":"23, 2024.","page_number":169,"box":{"x":108,"y":754,"width":50,"height":9}},{"id":"a5f81cf0-9f17-4857-943e-3fd16d335326","block_type":"box","text":"(3)","page_number":169,"box":{"x":84,"y":768,"width":11,"height":6}},{"id":"e995cdb8-6d60-4135-9e2d-ac823267e524","block_type":"box","text":"The portfolio turnover for the iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF and iShares Top 20 U.S. Stocks ETF relates to","page_number":169,"box":{"x":107,"y":769,"width":814,"height":10}},{"id":"e9a43945-6b8e-4428-81ea-cb24dfb4d19a","block_type":"box","text":"the period of October 23, 2024 to March 31, 2025 and is not annualized.","page_number":169,"box":{"x":107,"y":782,"width":403,"height":9}},{"id":"b9887d39-33b1-441f-8072-91622a8eb1c8","block_type":"box","text":"(4)","page_number":169,"box":{"x":84,"y":795,"width":11,"height":7}},{"id":"b153ed38-9431-46e5-b5a4-dbcd3d0b646b","block_type":"box","text":"The inception date for the iShares S&P 500 3% Capped ETF was April 15, 2025.","page_number":169,"box":{"x":107,"y":797,"width":442,"height":10}},{"id":"b3f364c3-82d6-4ccc-8489-9d8842fcec4c","block_type":"box","text":"(5)","page_number":169,"box":{"x":84,"y":811,"width":11,"height":6}},{"id":"2f8e1712-c06c-41c2-901f-1c0f487539f1","block_type":"box","text":"The portfolio turnover for the iShares S&P 500 3% Capped ETF relates to the period of April 15, 2025 to March 31, 2026 and is not annualized.","page_number":169,"box":{"x":107,"y":812,"width":794,"height":10}},{"id":"1828a121-e753-4298-9962-018fe60389bf","block_type":"box","text":"(6)","page_number":169,"box":{"x":84,"y":826,"width":11,"height":6}},{"id":"fa199739-e769-451f-a229-e52e45f87d8f","block_type":"box","text":"The inception date for the iShares S&P 500 ex S&P 100 ETF was July 8, 2025.","page_number":169,"box":{"x":107,"y":827,"width":428,"height":10}},{"id":"0db83c69-f850-4fc4-a50a-269488334c13","block_type":"box","text":"(7)","page_number":169,"box":{"x":84,"y":841,"width":11,"height":6}},{"id":"6426eca5-fc82-4171-b2a7-483b0a2bd3a0","block_type":"box","text":"The portfolio turnover for the iShares S&P 500 ex S&P 100 ETF relates to the period of July 8, 2025 to March 31, 2026 and is not annualized.","page_number":169,"box":{"x":107,"y":842,"width":779,"height":10}},{"id":"382ab75b-ad77-4923-8cec-4130a4c6a90a","block_type":"box","text":"(8)","page_number":169,"box":{"x":84,"y":856,"width":11,"height":6}},{"id":"a97e4e84-91ce-43ac-9d14-1fe95636151d","block_type":"box","text":"The inception date for the iShares Texas Equity ETF was June 23, 2025.","page_number":169,"box":{"x":107,"y":857,"width":395,"height":10}},{"id":"ad388a1a-2834-4947-b780-52b20478c505","block_type":"box","text":"(9)","page_number":169,"box":{"x":84,"y":871,"width":11,"height":6}},{"id":"b48387b5-04f6-437d-81f0-76c9678937eb","block_type":"box","text":"The portfolio turnover for the iShares Texas Equity ETF relates to the period of June 23, 2025 to March 31, 2026 and is not annualized.","page_number":169,"box":{"x":107,"y":872,"width":747,"height":10}},{"id":"73d335e3-c4a2-49a2-8c67-165b12e007ec","block_type":"box","text":"(10)","page_number":169,"box":{"x":84,"y":886,"width":16,"height":6}},{"id":"8447cc02-e93d-4c7f-9e49-f22934e37bbc","block_type":"box","text":"The inception date for the iShares U.S. Manufacturing ETF was July 17, 2024.","page_number":169,"box":{"x":107,"y":887,"width":427,"height":10}},{"id":"eed81a2c-1f38-4962-bacb-a2e8354ba54f","block_type":"box","text":"158","page_number":169,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"968c763f-0c03-4a00-b0a3-0c444ddb2023","block_type":"box","text":"(11)","page_number":170,"box":{"x":84,"y":66,"width":16,"height":6}},{"id":"c7452d35-ee79-4ed5-8d14-bee54e0ad1b7","block_type":"box","text":"The portfolio turnover for the iShares U.S. Manufacturing ETF relates to the period of July 17, 2024 to March 31, 2025 and is not annualized.","page_number":170,"box":{"x":107,"y":67,"width":778,"height":10}},{"id":"cf224079-8c1d-440b-b8b3-0e3fca5e57ba","block_type":"box","text":"Additional Information Concerning the Trust","page_number":170,"box":{"x":59,"y":95,"width":749,"height":29}},{"id":"15a52675-6a49-4d27-adb9-cd20a68a8557","block_type":"box","text":"Shares.","page_number":170,"box":{"x":59,"y":136,"width":52,"height":10}},{"id":"826353df-43f2-420c-9f1c-7edffd7ed493","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":170,"box":{"x":119,"y":136,"width":790,"height":12}},{"id":"7eae0c24-431f-4bb4-b28f-f1cfcd0f1745","block_type":"box","text":"iShares funds.","page_number":170,"box":{"x":60,"y":151,"width":96,"height":10}},{"id":"09f68b53-39ca-4052-ad01-3ea63d541544","block_type":"box","text":"Each share issued by a fund has a","page_number":170,"box":{"x":60,"y":177,"width":233,"height":13}},{"id":"2f12f9f8-905c-4bd3-b011-e604842bc1b6","block_type":"box","text":"pro rata","page_number":170,"box":{"x":298,"y":179,"width":55,"height":11}},{"id":"c4b18f86-6c62-418d-994e-614917437346","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":170,"box":{"x":359,"y":177,"width":506,"height":13}},{"id":"fc74c8d9-2a38-4b3f-9bf1-f2d9272df8aa","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":170,"box":{"x":59,"y":193,"width":843,"height":12}},{"id":"0377013f-0e5a-41e4-a364-1df8f11b0156","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":170,"box":{"x":59,"y":208,"width":836,"height":12}},{"id":"d4c7ca11-f51b-4bf0-95b7-158040dbf63e","block_type":"box","text":"liquidation.","page_number":170,"box":{"x":60,"y":223,"width":76,"height":12}},{"id":"ea9e130e-482a-4d04-826f-f6a9f1fdb19a","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":170,"box":{"x":60,"y":249,"width":858,"height":13}},{"id":"6f9221ad-792d-4a41-a58a-7bc5d626a2a0","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":170,"box":{"x":59,"y":264,"width":821,"height":13}},{"id":"3418a456-924b-4efb-a391-19beb8f4737f","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":170,"box":{"x":59,"y":280,"width":863,"height":12}},{"id":"b16497da-81b3-4f38-90b6-5923efb75454","block_type":"box","text":"one fund.","page_number":170,"box":{"x":59,"y":295,"width":66,"height":9}},{"id":"3d0dcaf6-2759-4cdb-a3a4-28f0f9284538","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":170,"box":{"x":60,"y":321,"width":861,"height":12}},{"id":"af2fedee-25b5-416a-9a50-5bcfd30e9fcf","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":170,"box":{"x":61,"y":336,"width":856,"height":13}},{"id":"02abe5f5-9634-493e-8732-180406da22a6","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":170,"box":{"x":59,"y":351,"width":841,"height":13}},{"id":"c2a2b28e-feaf-444c-b31a-d71c5a4b69ae","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":170,"box":{"x":60,"y":366,"width":562,"height":13}},{"id":"a78b2ed3-8b0e-44de-8d25-a13e06f516ea","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":170,"box":{"x":60,"y":393,"width":837,"height":12}},{"id":"a25e512e-08f4-4bcc-970c-bedfeefc499d","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":170,"box":{"x":59,"y":408,"width":874,"height":12}},{"id":"9989a768-ae6e-47d4-bcb4-fbb384ec2789","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":170,"box":{"x":59,"y":423,"width":862,"height":12}},{"id":"2e87db9d-716c-4a44-a484-73d80c82236d","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":170,"box":{"x":59,"y":450,"width":840,"height":12}},{"id":"4b1c74f6-fc52-41c6-a8b1-10389dfccc04","block_type":"box","text":"Princeton, NJ 08540.","page_number":170,"box":{"x":60,"y":465,"width":141,"height":11}},{"id":"8e2279d3-934e-4a7b-90fd-2237252f3f81","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":170,"box":{"x":59,"y":491,"width":872,"height":13}},{"id":"0b9b0720-0afe-46a3-8a56-8c326fb0d27c","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":170,"box":{"x":59,"y":506,"width":875,"height":13}},{"id":"869f266c-f060-4686-83b9-19648f1ef04b","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":170,"box":{"x":59,"y":521,"width":876,"height":13}},{"id":"0225b46c-db10-4277-9fb0-d1b747de61e1","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":170,"box":{"x":59,"y":537,"width":866,"height":12}},{"id":"fb8704ff-cb27-49fd-a8b4-62124337d37b","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":170,"box":{"x":59,"y":552,"width":865,"height":12}},{"id":"cbee8a19-40c6-45e0-8740-902ed8b37bb8","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":170,"box":{"x":59,"y":567,"width":838,"height":12}},{"id":"ffa2b964-f1e3-4820-b77f-9ef4aa479aa1","block_type":"box","text":"guidance provided by the SEC staff.","page_number":170,"box":{"x":59,"y":582,"width":245,"height":12}},{"id":"7e01f91f-4085-4e43-bfe3-39135da5f2c0","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":170,"box":{"x":60,"y":608,"width":830,"height":13}},{"id":"57c0c704-35d6-43cd-b296-0f52392f85fe","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":170,"box":{"x":59,"y":623,"width":843,"height":13}},{"id":"cd09532f-1703-44f1-bc5a-105e3f8cb806","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":170,"box":{"x":60,"y":639,"width":878,"height":12}},{"id":"b588848f-198e-476b-9edd-018921159f38","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":170,"box":{"x":59,"y":654,"width":838,"height":12}},{"id":"de2602c7-fb3e-4fd6-ab34-b8cd7d2e95de","block_type":"box","text":"Board, subject to the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on","page_number":170,"box":{"x":60,"y":669,"width":799,"height":12}},{"id":"efb64999-5bd9-4eaa-b840-ec43353a45f5","block_type":"box","text":"termination; however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is","page_number":170,"box":{"x":59,"y":684,"width":838,"height":12}},{"id":"42390103-1c77-4f15-8d34-352f5162b444","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":170,"box":{"x":60,"y":699,"width":879,"height":12}},{"id":"d04b9edf-729f-4042-975d-2aad59231450","block_type":"box","text":"Trust provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in","page_number":170,"box":{"x":59,"y":714,"width":862,"height":13}},{"id":"15098b40-7376-49a3-bc6b-7f196be9aa10","block_type":"box","text":"the event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":170,"box":{"x":59,"y":729,"width":865,"height":13}},{"id":"b8ad98d5-59eb-48a5-bc05-597505b8a692","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":170,"box":{"x":60,"y":744,"width":878,"height":13}},{"id":"e7f9453d-afc0-4b21-92e9-6a3e924d63af","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":170,"box":{"x":59,"y":760,"width":877,"height":12}},{"id":"b89fc585-8f95-414f-afef-873e42f7684f","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":170,"box":{"x":59,"y":775,"width":878,"height":12}},{"id":"1c3b6af7-1367-4c28-a11a-d8d0f6517644","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":170,"box":{"x":59,"y":790,"width":481,"height":12}},{"id":"49117131-b54e-4249-83c6-84bbf9178d08","block_type":"box","text":"DTC as Securities Depository for Shares of the Funds.","page_number":170,"box":{"x":60,"y":816,"width":383,"height":13}},{"id":"d3567df1-4d3b-49e1-ba39-4322f2d53598","block_type":"box","text":"Shares of each Fund are represented by securities registered in the","page_number":170,"box":{"x":452,"y":816,"width":464,"height":13}},{"id":"33de8794-a027-4c61-9f9c-5dc8bda5422e","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":170,"box":{"x":60,"y":831,"width":486,"height":13}},{"id":"cb69641a-8300-4285-b19d-16541755e96e","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":170,"box":{"x":60,"y":858,"width":836,"height":12}},{"id":"c7f0a813-47f1-4852-9834-a94f238d7932","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":170,"box":{"x":60,"y":873,"width":790,"height":12}},{"id":"602bd4dd-41e9-408a-ad27-b56f56324834","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":170,"box":{"x":59,"y":888,"width":873,"height":12}},{"id":"8361f949-f41e-4ab7-b071-558a7bc5bfb4","block_type":"box","text":"159","page_number":170,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"0d99eb17-98eb-4f97-ad10-cf0584329646","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":171,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"2f5d1947-fb22-48a4-be3f-c4c3b1f888ac","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":171,"box":{"x":59,"y":82,"width":865,"height":12}},{"id":"ebc41aad-7d59-4485-8498-0f151285ddd6","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":171,"box":{"x":59,"y":97,"width":847,"height":12}},{"id":"f3db3b1e-f7ca-41a3-b637-9674b29af4d9","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":171,"box":{"x":59,"y":112,"width":833,"height":12}},{"id":"67c9d86d-4900-48ea-a98b-b35ed35929ea","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":171,"box":{"x":60,"y":127,"width":439,"height":12}},{"id":"20e51c02-f48a-41c1-9eed-ce2f6aeae2e0","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":171,"box":{"x":60,"y":154,"width":872,"height":12}},{"id":"74ba6899-8d30-44bd-b09b-9c86736cca3d","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":171,"box":{"x":60,"y":169,"width":840,"height":12}},{"id":"83a34ff8-d03e-4119-aee9-c2d3e90a6d99","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":171,"box":{"x":60,"y":184,"width":824,"height":12}},{"id":"a0f73aa1-1fa3-4f81-912d-3c837248c49e","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":171,"box":{"x":60,"y":199,"width":822,"height":12}},{"id":"13e22893-3ec0-4ad5-9792-2de9d8877a05","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":171,"box":{"x":60,"y":214,"width":848,"height":12}},{"id":"898d7313-a193-4039-b1d4-ff5851196eab","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":171,"box":{"x":60,"y":229,"width":876,"height":12}},{"id":"4e9915bb-01f3-4bde-8639-3d046218790e","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":171,"box":{"x":59,"y":244,"width":872,"height":13}},{"id":"80492fc9-8395-4445-a63c-3a5c98838e26","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":171,"box":{"x":60,"y":259,"width":426,"height":13}},{"id":"ca9291ea-7da4-4d45-91a3-24bc98c1c1b5","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":171,"box":{"x":59,"y":286,"width":874,"height":12}},{"id":"9fa8905d-bb52-4f86-8f6f-293e33e8a00c","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":171,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"f85bf96b-5d16-4485-819c-0bd5398f0e86","block_type":"box","text":"to be charged to the Trust a listing of the shares of each Fund held by each DTC Participant. The Trust shall inquire of each","page_number":171,"box":{"x":59,"y":316,"width":856,"height":12}},{"id":"54de2ddc-ce15-4f77-a8bf-6daac8499c13","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":171,"box":{"x":59,"y":331,"width":808,"height":13}},{"id":"e56c3352-d433-49a4-8dd2-66bf91bf2ec4","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":171,"box":{"x":60,"y":346,"width":877,"height":13}},{"id":"9f2f06d2-dd9f-4948-a03e-42ab8b9554e1","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":171,"box":{"x":60,"y":361,"width":803,"height":13}},{"id":"5fa6094d-5493-4a6e-b34b-005b6a71bde7","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":171,"box":{"x":59,"y":377,"width":874,"height":12}},{"id":"f23def0d-bd39-4cbb-986b-059887be07d5","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":171,"box":{"x":59,"y":392,"width":861,"height":12}},{"id":"354eb63b-1f01-4ccc-87be-a0f5341997b5","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":171,"box":{"x":59,"y":407,"width":653,"height":12}},{"id":"1b72ed63-b440-443a-90aa-c37610a9dc22","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":171,"box":{"x":59,"y":433,"width":878,"height":13}},{"id":"e2c0d46b-93aa-4d78-8de2-e61ef2666faa","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":171,"box":{"x":60,"y":448,"width":846,"height":13}},{"id":"828a0677-f4f1-49e8-9179-f5c4b556426e","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of each Fund as shown on the records of DTC or its","page_number":171,"box":{"x":59,"y":463,"width":858,"height":13}},{"id":"e6cd1ba8-8b4e-4ccd-896d-fe0f571c9bc6","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":171,"box":{"x":60,"y":479,"width":836,"height":12}},{"id":"2f669bd5-69d1-4f32-84e7-bde6b91b1d91","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":171,"box":{"x":60,"y":494,"width":876,"height":12}},{"id":"27b995c5-ed85-4de7-b5be-54147c4b4539","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":171,"box":{"x":59,"y":509,"width":875,"height":12}},{"id":"b62045bc-0100-4a3e-a288-da41b564ba85","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":171,"box":{"x":59,"y":535,"width":813,"height":13}},{"id":"6a04c360-3943-4042-bd20-f1ed3bce2904","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":171,"box":{"x":59,"y":550,"width":875,"height":13}},{"id":"f47376ce-9156-4d1b-9097-bbd4b62da1fe","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":171,"box":{"x":60,"y":566,"width":866,"height":12}},{"id":"ca5c017c-bc14-43c2-bc84-60e16f327d2e","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":171,"box":{"x":60,"y":581,"width":855,"height":12}},{"id":"0f2c781d-cc41-46b4-9965-73dc6965a985","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":171,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"8bc84628-639d-43cc-a786-266523eff22f","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":171,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"78a2524e-c6ea-4ed2-8141-370441325b90","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":171,"box":{"x":60,"y":626,"width":873,"height":12}},{"id":"d2c922bd-02f2-47bd-a538-42c88f3c2c3e","block_type":"box","text":"cost.","page_number":171,"box":{"x":59,"y":642,"width":32,"height":9}},{"id":"df8c932a-721d-43ea-8a3b-b7284203fb08","block_type":"box","text":"Distribution of Shares.","page_number":171,"box":{"x":60,"y":668,"width":160,"height":9}},{"id":"161e34cd-9d2d-4da7-b5fe-d56db3a3aa66","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":171,"box":{"x":230,"y":668,"width":665,"height":12}},{"id":"c60acccc-c800-453f-88a9-c7a9b8f1851e","block_type":"box","text":"Creation Units by each Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized","page_number":171,"box":{"x":59,"y":683,"width":860,"height":12}},{"id":"80c8f4d9-d9b7-4345-86fb-5a2084a8305f","block_type":"box","text":"Participants, a lead market maker or other third party investor or an affiliate of each Fund or each Fund’s adviser. Each such","page_number":171,"box":{"x":60,"y":698,"width":860,"height":12}},{"id":"1aa51cf2-b338-4c17-b6f3-13e7a8b0e720","block_type":"box","text":"initial investor may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration","page_number":171,"box":{"x":60,"y":713,"width":848,"height":12}},{"id":"7a568e33-2543-4190-9938-b0be7d77e011","block_type":"box","text":"statement for each Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to","page_number":171,"box":{"x":59,"y":728,"width":874,"height":12}},{"id":"4095b7a0-ab61-4327-8030-d317caced05f","block_type":"box","text":"time after purchase. Each Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these","page_number":171,"box":{"x":59,"y":743,"width":833,"height":12}},{"id":"3010f307-1f0d-4179-b24f-84af8b912fb3","block_type":"box","text":"shares.","page_number":171,"box":{"x":59,"y":758,"width":48,"height":10}},{"id":"ba9115d5-3f80-4815-9d93-35defee0ad17","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":171,"box":{"x":59,"y":785,"width":877,"height":12}},{"id":"00b4c2f7-962e-4181-adab-76fafb0ede16","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":171,"box":{"x":59,"y":800,"width":873,"height":12}},{"id":"f2a1ef52-3f1f-4a53-9241-46df1b2a1615","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":171,"box":{"x":59,"y":815,"width":878,"height":12}},{"id":"ac05dafe-b66c-4420-862f-59dd84e81ba6","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":171,"box":{"x":59,"y":830,"width":876,"height":12}},{"id":"14141c0b-c079-4102-a90e-5c47a21a3dfc","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":171,"box":{"x":60,"y":845,"width":821,"height":13}},{"id":"ea6d886e-d02c-43b6-980a-86f8e3ee50ea","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":171,"box":{"x":59,"y":860,"width":875,"height":13}},{"id":"5e687277-f974-495d-a785-b009abf7a773","block_type":"box","text":"by them through an Authorized Participant.","page_number":171,"box":{"x":60,"y":875,"width":302,"height":13}},{"id":"45a24f50-72ef-494b-af62-1ea9665b64cd","block_type":"box","text":"160","page_number":171,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"50605314-5ac0-44f8-9e52-6a458e6a611f","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":172,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"763cb47f-9371-4914-bc7d-974cecb4884a","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":172,"box":{"x":59,"y":82,"width":712,"height":12}},{"id":"99785d81-94b7-43d2-94db-5e3bebf93818","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":172,"box":{"x":59,"y":108,"width":871,"height":13}},{"id":"2c01abf5-7a27-4c8c-9817-33a8746244ac","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":172,"box":{"x":61,"y":123,"width":353,"height":13}},{"id":"c5aada28-fc4f-4c15-847d-1762b416797e","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":172,"box":{"x":60,"y":154,"width":722,"height":30}},{"id":"24e8aca4-f79b-47a8-b83c-743f228f6a0d","block_type":"box","text":"General.","page_number":172,"box":{"x":59,"y":195,"width":59,"height":10}},{"id":"21845dc5-8290-4265-9d7b-5a85982996b9","block_type":"box","text":"The Trust issues and sells shares of each Fund only in Creation Units on a continuous basis through the Distributor","page_number":172,"box":{"x":127,"y":195,"width":804,"height":12}},{"id":"e647bee8-8df0-4806-b520-0f192b5cb991","block_type":"box","text":"or its agent, without a sales load, at a price based on each Fund’s NAV next determined after receipt, on any Business Day (as","page_number":172,"box":{"x":59,"y":210,"width":876,"height":13}},{"id":"45149df8-db56-494a-a579-625b1c6fbf91","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the applicable Listing","page_number":172,"box":{"x":59,"y":225,"width":829,"height":13}},{"id":"5bd68078-f698-405f-b550-affa8241668e","block_type":"box","text":"Exchange closes earlier than normal, the Funds may require orders to be placed earlier in the day. The following table sets","page_number":172,"box":{"x":60,"y":240,"width":849,"height":13}},{"id":"42fa5cef-006c-4367-8cbf-1f582cafc7c8","block_type":"box","text":"forth the number of shares of a Fund that constitute a Creation Unit for such Fund, each Fund’s creation and redemption","page_number":172,"box":{"x":59,"y":256,"width":846,"height":12}},{"id":"0d46ccf1-bc40-4aff-8176-7920d5cf8d5d","block_type":"box","text":"transaction fee based on data as of March 31, 2026 and each Fund’s maximum additional creation and redemption charge","page_number":172,"box":{"x":59,"y":271,"width":857,"height":12}},{"id":"f22180e6-4d04-414e-8729-13a6de9a9a76","block_type":"box","text":"(as described below). The actual fee charged to an Authorized Participant in connection with an order will vary over time","page_number":172,"box":{"x":60,"y":286,"width":843,"height":12}},{"id":"4654a6c1-10c4-427c-864f-45dc1ae2260b","block_type":"box","text":"depending on the factors discussed below and may be higher than the fee set forth below.","page_number":172,"box":{"x":59,"y":301,"width":631,"height":12}},{"id":"c7aa2adf-c200-4958-91c7-d736e83df107","block_type":"box","text":"Fund","page_number":172,"box":{"x":60,"y":371,"width":27,"height":8}},{"id":"e087cec4-080c-41a9-9ae4-14919c2a547b","block_type":"box","text":"Shares Per","page_number":172,"box":{"x":440,"y":361,"width":60,"height":8}},{"id":"a3e52219-23f5-4bf0-b433-cd1a8fb44b7d","block_type":"box","text":"Creation 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Biotechnology ETF 50,000 $ 447.50 3.0% 2.0%","page_number":172,"box":{"x":60,"y":393,"width":869,"height":12}},{"id":"a848a85b-d888-4a2e-99d4-9660627f692e","block_type":"box","text":"iShares Core S&P Mid-Cap ETF 50,000 $ 637.50 3.0% 2.0%","page_number":172,"box":{"x":60,"y":408,"width":869,"height":12}},{"id":"e7748f26-a30a-482c-aefe-c20df594babd","block_type":"box","text":"iShares Core S&P Small-Cap ETF 50,000 $ 798.75 3.0% 2.0%","page_number":172,"box":{"x":60,"y":423,"width":869,"height":12}},{"id":"4ef19608-4bb3-4ea5-9bb8-5043d0c852a3","block_type":"box","text":"iShares Core S&P Total U.S. Stock Market","page_number":172,"box":{"x":60,"y":438,"width":286,"height":10}},{"id":"93772246-e5a3-4106-917c-0af057a570a6","block_type":"box","text":"ETF","page_number":172,"box":{"x":60,"y":454,"width":25,"height":9}},{"id":"65af09e8-a5a0-4381-8504-1909c0361c1f","block_type":"box","text":"50,000 $3,080.00 3.0% 2.0%","page_number":172,"box":{"x":450,"y":438,"width":479,"height":12}},{"id":"fe2b6853-850f-44b8-8c2c-0746ac8d9c46","block_type":"box","text":"iShares Core S&P U.S. Growth ETF 50,000 $ 628.75 3.0% 2.0%","page_number":172,"box":{"x":60,"y":468,"width":869,"height":12}},{"id":"d7553ce9-3dbb-463c-bb58-ac97e50fc2c6","block_type":"box","text":"iShares Core S&P U.S. Value ETF 50,000 $1,051.25 3.0% 2.0%","page_number":172,"box":{"x":60,"y":484,"width":869,"height":11}},{"id":"06e64ca5-ea0c-4ebd-8fec-e493e3276594","block_type":"box","text":"iShares ESG Select Screened S&P 500 ETF 50,000 $ 698.75 3.0% 2.0%","page_number":172,"box":{"x":60,"y":499,"width":869,"height":11}},{"id":"295c38f8-e4f7-41e0-96bc-36a11f28a794","block_type":"box","text":"iShares ESG Select Screened S&P 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As of the date of this SAI, each Listing Exchange","page_number":173,"box":{"x":60,"y":869,"width":877,"height":12}},{"id":"36764856-8158-4a67-8458-46ee6b63bcf9","block_type":"box","text":"162","page_number":173,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"5f299919-d69f-4767-aae2-8b8644e7c55a","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":174,"box":{"x":59,"y":67,"width":821,"height":12}},{"id":"a592995a-c16f-475f-89cf-5eefb993c3b0","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":174,"box":{"x":59,"y":82,"width":669,"height":12}},{"id":"0f9259eb-6d05-4d13-a3f7-cc94530da512","block_type":"box","text":"Fund Deposit.","page_number":174,"box":{"x":60,"y":108,"width":98,"height":13}},{"id":"9e537be5-6000-4929-b090-4768c46e6661","block_type":"box","text":"The consideration for purchase of Creation Units of a Fund generally consists of the Deposit Securities and","page_number":174,"box":{"x":167,"y":108,"width":746,"height":13}},{"id":"3ecae18a-0eda-4089-80d2-e5b779df4d61","block_type":"box","text":"the Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":174,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"0297cb12-f5ab-480c-8c83-c89cc2230e47","block_type":"box","text":"“Fund Deposit,” which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a","page_number":174,"box":{"x":59,"y":138,"width":866,"height":13}},{"id":"00bb4e9f-3497-4c77-93c5-422e861ee3bb","block_type":"box","text":"collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and","page_number":174,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"c1c8caa3-b3b5-4272-96a5-9c7bfdcea684","block_type":"box","text":"subsequent investment amount for a Creation Unit of any Fund. Such Fund Deposit is applicable, subject to any adjustments","page_number":174,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"882235af-cd25-447b-ab28-fc6e23fe741c","block_type":"box","text":"as described below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund","page_number":174,"box":{"x":59,"y":184,"width":848,"height":12}},{"id":"b5972755-8706-4984-bf9b-0f577cabe522","block_type":"box","text":"Deposit is made available.","page_number":174,"box":{"x":60,"y":199,"width":179,"height":12}},{"id":"42a25c69-3351-479e-a1a3-1afc25401816","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":174,"box":{"x":59,"y":225,"width":838,"height":13}},{"id":"59e9ba4d-2b6c-4c4a-9377-f65b2d73860d","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":174,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"d2c5343c-8505-4874-8e1d-dd12e1397d31","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":174,"box":{"x":59,"y":256,"width":878,"height":12}},{"id":"1d5fa216-5dc3-4439-9087-220dfefb111e","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":174,"box":{"x":59,"y":271,"width":872,"height":12}},{"id":"20bf4c89-4754-4070-91bd-e01185f44d7b","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":174,"box":{"x":60,"y":286,"width":283,"height":12}},{"id":"5d355783-45a9-43b5-bc58-7d2e4935a912","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of a Fund’s","page_number":174,"box":{"x":59,"y":312,"width":839,"height":13}},{"id":"6929a587-c353-4589-a327-f43fea5de4e1","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":174,"box":{"x":59,"y":327,"width":860,"height":13}},{"id":"93b44c15-1b7e-4b61-a41c-d83d7a7ac3da","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":174,"box":{"x":59,"y":343,"width":875,"height":12}},{"id":"600b1096-73f0-44a9-99dc-b2f436b05d59","block_type":"box","text":"to the weighting or composition of the component securities constituting the relevant Underlying Index.","page_number":174,"box":{"x":59,"y":358,"width":730,"height":12}},{"id":"f0df4ce9-13de-46c0-bb4e-f1b7d131383f","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":174,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"6a2e797c-2061-4129-8f1e-49b2d34f7808","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":174,"box":{"x":59,"y":399,"width":824,"height":13}},{"id":"819154c4-0163-4ed9-ae56-270bf6703bb5","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":174,"box":{"x":59,"y":414,"width":870,"height":13}},{"id":"6dc554fb-0ac8-4ef1-b945-ef3ed77cd6ac","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":174,"box":{"x":59,"y":429,"width":691,"height":13}},{"id":"0396506e-8dcc-44a2-939a-9c9ba6f47bf4","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":174,"box":{"x":60,"y":456,"width":879,"height":12}},{"id":"6db468e0-b237-4417-8677-0af81b32207b","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":174,"box":{"x":60,"y":471,"width":294,"height":12}},{"id":"86dde3a1-bd4f-440b-900f-1cced044336c","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":174,"box":{"x":59,"y":497,"width":854,"height":13}},{"id":"1ea72012-60f2-4c27-952b-1e27261bd5ed","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":174,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"8d66f7ac-ad2d-48d0-8026-1396ad7567dd","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":174,"box":{"x":60,"y":528,"width":822,"height":12}},{"id":"069209d7-2a73-42ea-8a57-f52d6a65d728","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":174,"box":{"x":60,"y":543,"width":873,"height":12}},{"id":"b9230639-1eeb-4051-95e3-afcd35ad9d2c","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":174,"box":{"x":59,"y":558,"width":847,"height":12}},{"id":"2767f16a-9125-4393-939d-6e1ef0599a58","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":174,"box":{"x":60,"y":573,"width":858,"height":12}},{"id":"83a1f875-87dd-4383-b018-f950fa5ebac0","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by a Fund; or (vi) in certain other situations.","page_number":174,"box":{"x":60,"y":588,"width":745,"height":13}},{"id":"ce6983df-d174-46e1-9486-b9e0d4ddcd78","block_type":"box","text":"Cash Purchase Method.","page_number":174,"box":{"x":59,"y":615,"width":170,"height":9}},{"id":"3920090a-cf85-4fa8-8821-448337b1815d","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":174,"box":{"x":238,"y":615,"width":683,"height":12}},{"id":"e1a19959-40ef-421d-86ff-af0a2a3c9e30","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for a Fund, they will be effected in","page_number":174,"box":{"x":59,"y":630,"width":830,"height":12}},{"id":"4b2ff6ff-1287-4be1-b17d-a51afd672275","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":174,"box":{"x":59,"y":645,"width":827,"height":12}},{"id":"b474b71c-23fe-4bd2-90fc-54e1091c47e6","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":174,"box":{"x":60,"y":660,"width":856,"height":12}},{"id":"b8765094-d365-471b-ab78-fc8a0b0e7324","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":174,"box":{"x":60,"y":675,"width":638,"height":12}},{"id":"ebd76da6-d03a-4713-a149-8a77e000c037","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":174,"box":{"x":60,"y":702,"width":300,"height":9}},{"id":"0f4dd00d-7048-4dca-a5eb-a73a53a5553e","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":174,"box":{"x":369,"y":702,"width":567,"height":12}},{"id":"d97c0568-2887-46dd-a6a4-110d9fb8fa79","block_type":"box","text":"the Funds, an entity must be: (i) a “Participating Party,”","page_number":174,"box":{"x":59,"y":717,"width":384,"height":12}},{"id":"e05bc01f-295c-48a8-bd33-6658d4b7904a","block_type":"box","text":"i.e","page_number":174,"box":{"x":448,"y":718,"width":15,"height":8}},{"id":"9803bbda-8a3b-4247-b692-d0373eccc136","block_type":"box","text":"., a broker-dealer or other participant in the clearing process","page_number":174,"box":{"x":465,"y":717,"width":419,"height":12}},{"id":"28da27ce-4aa2-4809-b723-31a20aac7585","block_type":"box","text":"through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered","page_number":174,"box":{"x":59,"y":732,"width":847,"height":12}},{"id":"64948268-9514-426f-8394-93084691b132","block_type":"box","text":"with the SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations","page_number":174,"box":{"x":59,"y":747,"width":863,"height":12}},{"id":"024a6973-18e7-45da-a3f2-285a76fee0e8","block_type":"box","text":"and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":174,"box":{"x":59,"y":762,"width":851,"height":12}},{"id":"df1ce804-dbb8-4cd1-bc59-28b5e8901881","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Funds or one of their service providers that","page_number":174,"box":{"x":59,"y":777,"width":867,"height":13}},{"id":"63d30a5e-35ae-478d-b76a-d7b78ddfe623","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":174,"box":{"x":59,"y":792,"width":843,"height":13}},{"id":"b3d26a3e-2cff-42ef-bf09-8948e87b2ec2","block_type":"box","text":"“Authorized Participant.” All shares of the Funds, however created, will be entered on the records of DTC in the name of Cede","page_number":174,"box":{"x":59,"y":807,"width":874,"height":13}},{"id":"68a4ff4a-0eba-4442-9c11-08f90c853341","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":174,"box":{"x":59,"y":823,"width":295,"height":12}},{"id":"33acc60c-eaed-47c8-b47e-ea34488de7ed","block_type":"box","text":"Role of the Authorized Participant.","page_number":174,"box":{"x":60,"y":849,"width":247,"height":12}},{"id":"7c247284-8824-4dd2-ba5a-f05069df9060","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":174,"box":{"x":316,"y":849,"width":571,"height":12}},{"id":"a0295953-a587-472d-8bbd-266df1ebb76d","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Funds or one of their service providers that","page_number":174,"box":{"x":59,"y":864,"width":871,"height":12}},{"id":"8e572c33-9e19-4dee-9f29-c37b26abbebc","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":174,"box":{"x":59,"y":879,"width":823,"height":13}},{"id":"e796b0c7-3c29-4ea7-8bfc-f093f4282c66","block_type":"box","text":"163","page_number":174,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"287c69e0-e8a6-4003-b7ac-8bcd249d1f05","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":175,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"78120b9d-ff76-461a-ae8f-73a79a9624e3","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":175,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"bd98e19f-b4ca-4a23-a6da-0e6996ccff04","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":175,"box":{"x":60,"y":97,"width":848,"height":12}},{"id":"32778adf-42f1-4dd2-b79d-c77340a1e397","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":175,"box":{"x":60,"y":112,"width":854,"height":12}},{"id":"847a81f2-186d-483e-b6c2-bc013e4eb162","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":175,"box":{"x":59,"y":127,"width":843,"height":12}},{"id":"e3c27fcb-37b4-4019-9dda-1482460073b1","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":175,"box":{"x":59,"y":142,"width":843,"height":13}},{"id":"f44e77cc-e065-4e79-94aa-ef3ac308879d","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":175,"box":{"x":60,"y":157,"width":878,"height":13}},{"id":"c44b3fac-d401-4dee-83a6-9bacb73a6333","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":175,"box":{"x":59,"y":172,"width":800,"height":13}},{"id":"855724ec-fbcd-49c1-967b-29cefa6f5cfb","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":175,"box":{"x":60,"y":188,"width":870,"height":12}},{"id":"c348d3f1-4595-4d89-9ba5-11dc2e62e27c","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":175,"box":{"x":59,"y":203,"width":820,"height":12}},{"id":"a5bc1744-781e-44e8-94a0-ad3e1a563c35","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":175,"box":{"x":59,"y":218,"width":841,"height":12}},{"id":"615b96f0-e055-42d8-bd36-d499ede0dc45","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":175,"box":{"x":59,"y":233,"width":819,"height":12}},{"id":"4e945b2b-079d-44b9-a083-7feaf5fd7d90","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":175,"box":{"x":60,"y":248,"width":862,"height":12}},{"id":"f325ee40-05e3-4e72-a27b-900d4ed3ad0a","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":175,"box":{"x":59,"y":263,"width":867,"height":12}},{"id":"6448851b-9fb7-4b3e-8ea5-6ac9dacecc6f","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":175,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"5e7f9f77-693a-49c0-a65c-feb1f0ca5d12","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":175,"box":{"x":60,"y":293,"width":820,"height":13}},{"id":"2c00068a-5196-40a9-ad5c-fbc1502b08e7","block_type":"box","text":"Participant Agreement.","page_number":175,"box":{"x":60,"y":309,"width":160,"height":12}},{"id":"5342237c-9f01-4413-943f-4617742f3c34","block_type":"box","text":"Purchase Orders.","page_number":175,"box":{"x":60,"y":335,"width":122,"height":10}},{"id":"cf19489a-f4da-4585-9645-ab3f8ee5c85a","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":175,"box":{"x":195,"y":335,"width":708,"height":12}},{"id":"fb147958-0f2f-4e68-ba26-431bbbfc3849","block_type":"box","text":"agent an irrevocable order to purchase shares of a Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":175,"box":{"x":59,"y":350,"width":837,"height":12}},{"id":"731d766a-993f-4711-ad87-ee71c7844cd4","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":175,"box":{"x":60,"y":365,"width":832,"height":13}},{"id":"fddb4d3f-4588-4ada-9120-969280df6fea","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":175,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"4a894675-3cdf-4183-91d5-bf65862f2b7f","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":175,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"6ab2422b-f18e-4442-ad73-7204a30af781","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":175,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"3600d37e-edea-4bdd-98e6-4bdd215b7705","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":175,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"ee2d8a80-f7d4-462e-8035-5a9511de072b","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":175,"box":{"x":60,"y":441,"width":878,"height":12}},{"id":"36c56f60-f315-4b35-9009-a41103309aba","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":175,"box":{"x":59,"y":456,"width":854,"height":12}},{"id":"83f422cb-5389-40ff-a96f-3e91e32b7ad1","block_type":"box","text":"such Business Day.","page_number":175,"box":{"x":59,"y":471,"width":131,"height":12}},{"id":"4dbf14c3-1866-4969-a21e-c8578b1e2176","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":175,"box":{"x":59,"y":497,"width":861,"height":13}},{"id":"bd1000f4-e712-496b-bce1-19129a0de1b7","block_type":"box","text":"the Funds, immediately available or same day funds estimated by the Funds to be sufficient to pay the Cash Component next","page_number":175,"box":{"x":59,"y":513,"width":875,"height":12}},{"id":"45856609-b8f0-4ac3-b571-bf67c046f3de","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":175,"box":{"x":59,"y":528,"width":851,"height":12}},{"id":"3bbbe01f-291f-4f50-86ae-f83bafeec20c","block_type":"box","text":"orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or","page_number":175,"box":{"x":59,"y":543,"width":862,"height":12}},{"id":"7eb43c09-3aae-471a-b4f4-b14b3b9d36c7","block_type":"box","text":"depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than","page_number":175,"box":{"x":59,"y":558,"width":861,"height":12}},{"id":"18a5fbf3-b3ad-4bfc-9f82-d8dcf2c31fb4","block_type":"box","text":"the Cutoff Time of the Funds. Investors should be aware that an Authorized Participant may require orders for purchases of","page_number":175,"box":{"x":59,"y":573,"width":862,"height":12}},{"id":"51c36c1f-a8cc-4ac3-bac6-f41bff5f7a8e","block_type":"box","text":"shares placed with it to be in the particular form required by the individual Authorized Participant.","page_number":175,"box":{"x":59,"y":588,"width":682,"height":13}},{"id":"36e85977-322c-4e7f-bd10-b86ee9d3fac7","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by a Fund, including any applicable cash","page_number":175,"box":{"x":59,"y":615,"width":879,"height":12}},{"id":"2ebc9379-7d00-4590-910c-8a5b115b9f8a","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":175,"box":{"x":59,"y":630,"width":342,"height":12}},{"id":"e9cfdd21-bd15-4d9e-bbf2-55c955a65226","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":175,"box":{"x":58,"y":656,"width":305,"height":13}},{"id":"5aca30a9-5f3f-4219-a17e-4d355d1844ec","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":175,"box":{"x":372,"y":656,"width":554,"height":13}},{"id":"da386b67-4542-4ad8-b0ef-6046c22698e1","block_type":"box","text":"of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":175,"box":{"x":59,"y":671,"width":850,"height":13}},{"id":"59ed9764-fdf2-4cce-884e-a127ab43fcce","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Funds to the Distributor or its agent pursuant to","page_number":175,"box":{"x":60,"y":686,"width":877,"height":13}},{"id":"0d0d9d67-fc53-4e81-b02e-ddbc1e7f90c0","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":175,"box":{"x":59,"y":702,"width":860,"height":12}},{"id":"5a17ed81-c324-4633-9384-762d4de1a45d","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":175,"box":{"x":59,"y":717,"width":876,"height":12}},{"id":"896dc952-d1af-414d-8f5b-1dadc545d64a","block_type":"box","text":"to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":175,"box":{"x":59,"y":732,"width":849,"height":12}},{"id":"0cd6128d-861d-4754-8e6f-3c18c079336e","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. Each Fund’s deadline","page_number":175,"box":{"x":59,"y":747,"width":852,"height":12}},{"id":"d89f132a-938c-4788-9bd9-1e7b5cbfca08","block_type":"box","text":"specified above for the submission of purchase orders is referred to as that Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":175,"box":{"x":59,"y":762,"width":876,"height":12}},{"id":"b958513e-9b0c-4591-ab15-6b014e277dd5","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":175,"box":{"x":60,"y":777,"width":849,"height":13}},{"id":"b9e76cd3-e40c-472b-a1ff-29484e174584","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":175,"box":{"x":59,"y":792,"width":869,"height":13}},{"id":"a7825526-e922-4536-bd8e-fdbeb71ec459","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":175,"box":{"x":59,"y":807,"width":866,"height":13}},{"id":"bfe95128-3c7e-4989-a28e-5e440b20ea59","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with a","page_number":175,"box":{"x":59,"y":823,"width":837,"height":12}},{"id":"2339c9e8-bd3c-4acf-8452-cc1f25de50b4","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":175,"box":{"x":60,"y":838,"width":690,"height":12}},{"id":"438a19d6-4661-41f4-a41e-04bf07035f6f","block_type":"box","text":"164","page_number":175,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"17c4dd3f-bcec-426c-b7ab-66ff0a8c50ff","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":176,"box":{"x":59,"y":67,"width":293,"height":12}},{"id":"c4973a3e-3e0a-47ed-a70a-0a24c245088e","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":176,"box":{"x":365,"y":67,"width":506,"height":12}},{"id":"784f31da-b211-400a-8f3d-f079fa3a7109","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":176,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"4deb4e93-ba64-4723-991d-4ec8e3e9b13b","block_type":"box","text":"the Funds are in place for payment of the Cash Component and any other cash amounts which may be due, the Funds will","page_number":176,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"426e7df4-ee5f-4afb-9eea-4bfcf5081a2f","block_type":"box","text":"accept the order, subject to each Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance,","page_number":176,"box":{"x":59,"y":112,"width":865,"height":12}},{"id":"a588925e-71e4-4ec0-93b8-8eddbbdd9ba9","block_type":"box","text":"as set forth below.","page_number":176,"box":{"x":59,"y":127,"width":127,"height":10}},{"id":"6c0eafdf-6da1-4d29-b8b8-38e8fb4366f0","block_type":"box","text":"Once a Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":176,"box":{"x":59,"y":154,"width":816,"height":12}},{"id":"8c37aa5b-950b-4d4f-acca-68a0010e3e1f","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":176,"box":{"x":60,"y":169,"width":812,"height":12}},{"id":"fa7e7da5-f175-433d-ac2b-567f82aea8b8","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":176,"box":{"x":59,"y":184,"width":552,"height":12}},{"id":"ab4362a0-d286-4024-a681-fce21bd38895","block_type":"box","text":"Each Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that","page_number":176,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"ea477686-ee68-49e0-bcf9-5a4da3649371","block_type":"box","text":"a rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, a","page_number":176,"box":{"x":59,"y":225,"width":860,"height":13}},{"id":"006932d0-770a-40ab-b523-7d615cffb92e","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":176,"box":{"x":60,"y":240,"width":877,"height":13}},{"id":"a1c6d5ed-c5ac-499c-8a4b-beb4b6ab9ab1","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":176,"box":{"x":60,"y":256,"width":853,"height":12}},{"id":"03dcdc52-1e45-4572-926b-551963ee9c6b","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":176,"box":{"x":60,"y":271,"width":876,"height":12}},{"id":"547d0800-2294-4210-adbf-c5b280bbaa86","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of counsel, be unlawful; or (v)","page_number":176,"box":{"x":60,"y":286,"width":820,"height":12}},{"id":"f71a6b0d-2281-4b44-b51c-f3df89ba7313","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":176,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"1f30942f-0dfd-4f2c-acdc-6e242952f75b","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":176,"box":{"x":59,"y":316,"width":852,"height":12}},{"id":"f43aad27-41c4-4443-a472-6196a8e666c9","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, the custodian, the sub-custodian and","page_number":176,"box":{"x":60,"y":331,"width":874,"height":13}},{"id":"f8f2866e-8c78-412c-bc24-6f276cb1a6bc","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":176,"box":{"x":59,"y":346,"width":853,"height":13}},{"id":"e23d5e30-e0c3-42cc-a343-0698e88d1276","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":176,"box":{"x":60,"y":361,"width":622,"height":13}},{"id":"f89e2f40-3f83-4d68-8dbc-7f020217665e","block_type":"box","text":"Issuance of a Creation Unit.","page_number":176,"box":{"x":60,"y":388,"width":197,"height":10}},{"id":"3eb4103c-476a-4757-9112-9de91ab2f23f","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the applicable Fund of the","page_number":176,"box":{"x":60,"y":414,"width":832,"height":13}},{"id":"fdb221bb-2067-42d2-93cd-0071bbd5dcc0","block_type":"box","text":"Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed","page_number":176,"box":{"x":60,"y":429,"width":861,"height":13}},{"id":"3f5fa6be-3ad5-40e9-b57e-eac4142e7928","block_type":"box","text":"to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the","page_number":176,"box":{"x":59,"y":445,"width":830,"height":12}},{"id":"b23a51a3-bdcc-45c5-b936-ad4c38c827c8","block_type":"box","text":"account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":176,"box":{"x":59,"y":460,"width":825,"height":12}},{"id":"8f6ba372-012a-4055-93c7-7ec5ce5e66be","block_type":"box","text":"delivery and the applicable Fund will issue and cause the delivery of the Creation Unit.","page_number":176,"box":{"x":59,"y":475,"width":599,"height":12}},{"id":"96e769cc-4222-4932-8e6e-06a75cf1bbed","block_type":"box","text":"For the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF and iShares JPX-Nikkei 400 ETF,","page_number":176,"box":{"x":60,"y":501,"width":836,"height":13}},{"id":"f358eb59-5ac0-43cf-b213-41a26db5ec26","block_type":"box","text":"Creation Units are generally issued on a “T+2 basis” (i.e., two Business Days after trade date). For all other Funds in this SAI,","page_number":176,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"fdf29b90-4ace-42b8-a6bd-c7cd2d22fc97","block_type":"box","text":"Creation Units are generally issued on a “T+1 basis” (i.e., one Business Day after trade date). However, each Fund reserves the","page_number":176,"box":{"x":59,"y":531,"width":877,"height":13}},{"id":"88a2af7a-4e4b-4aff-ba19-0f82d2ddf2ec","block_type":"box","text":"right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":176,"box":{"x":60,"y":547,"width":820,"height":12}},{"id":"80565dbe-1857-428e-a711-6b2d85b6aedc","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":176,"box":{"x":59,"y":562,"width":858,"height":12}},{"id":"0c6c1f87-ce2b-42fa-a23e-515086c76ff5","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend","page_number":176,"box":{"x":59,"y":577,"width":876,"height":12}},{"id":"588f4536-3781-41c2-9b07-852038a18579","block_type":"box","text":"dates (","page_number":176,"box":{"x":59,"y":592,"width":47,"height":12}},{"id":"bcf616c6-fca8-46f3-9073-ad91f4cfbfff","block_type":"box","text":"i.e.","page_number":176,"box":{"x":107,"y":593,"width":18,"height":9}},{"id":"21862d0d-b712-4744-8493-bc83402f9b63","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable on the security).","page_number":176,"box":{"x":127,"y":592,"width":755,"height":12}},{"id":"f93fc5ca-f7a4-44ae-aef5-65b74670350c","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":176,"box":{"x":59,"y":618,"width":872,"height":13}},{"id":"6bd1da82-873b-40f0-bc60-74f80ca57f39","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":176,"box":{"x":59,"y":634,"width":847,"height":12}},{"id":"adecff31-22cb-460f-86c2-2ac435d0017d","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":176,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"3c638703-efac-42eb-a8a1-aa4277119f4d","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":176,"box":{"x":59,"y":664,"width":879,"height":12}},{"id":"0025da63-a2cf-4204-b39a-fd1fc1a422aa","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":176,"box":{"x":59,"y":679,"width":873,"height":12}},{"id":"62103a83-0dd1-4625-8802-357dfc562f28","block_type":"box","text":"the Funds. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual","page_number":176,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"3987e5c2-81bd-4956-b545-1c15d0452d0d","block_type":"box","text":"settlement date. Information concerning the Funds’ current procedures for collateralization of missing Deposit Securities is","page_number":176,"box":{"x":59,"y":709,"width":860,"height":12}},{"id":"deebbae1-0b9f-412d-9338-5dab1fe7484f","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Funds to buy the missing","page_number":176,"box":{"x":59,"y":724,"width":852,"height":13}},{"id":"2f9afc77-d2ba-466f-8f1d-62cc4ab2489b","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":176,"box":{"x":60,"y":739,"width":865,"height":13}},{"id":"d514da86-5d95-44c1-899a-21a447c1d21e","block_type":"box","text":"Funds of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":176,"box":{"x":60,"y":754,"width":874,"height":13}},{"id":"ff6fd689-cc70-4a4e-a927-ba322d9b30a0","block_type":"box","text":"and other charges.","page_number":176,"box":{"x":59,"y":770,"width":130,"height":12}},{"id":"fd16f03b-5336-4ad1-a9d7-4f9eac24d4e5","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":176,"box":{"x":60,"y":796,"width":809,"height":12}},{"id":"707f6041-7d5a-42c1-9724-5135535afabd","block_type":"box","text":"instances, the Funds reserve the right to settle these transactions on a net basis or require a representation from the","page_number":176,"box":{"x":60,"y":811,"width":810,"height":13}},{"id":"340f16e9-53b0-4e12-ac96-449e0e574e76","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":176,"box":{"x":59,"y":826,"width":868,"height":13}},{"id":"014ffed6-1356-47bb-806c-af3be25cef24","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":176,"box":{"x":59,"y":841,"width":875,"height":13}},{"id":"9b79996a-ef26-4879-b3c3-5043b12463bc","block_type":"box","text":"any securities to be delivered shall be determined by each Fund and the Fund’s determination shall be final and binding.","page_number":176,"box":{"x":59,"y":857,"width":838,"height":12}},{"id":"49de5107-047c-4259-b7fe-0bed48a1d504","block_type":"box","text":"165","page_number":176,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"676787d2-458c-4734-b0ef-a7fdfa582167","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":177,"box":{"x":59,"y":67,"width":325,"height":9}},{"id":"6a4c2d58-d3a4-4a0e-9f69-f9195787ff57","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":177,"box":{"x":397,"y":67,"width":504,"height":12}},{"id":"bb443b2d-d2fa-46f7-a196-f061b3ebb348","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds have","page_number":177,"box":{"x":59,"y":82,"width":850,"height":12}},{"id":"9de12728-2b98-42f7-b45f-1adcdc71cdff","block_type":"box","text":"retained BRIL, an affiliate of BFA, to perform certain order processing, Authorized Participant communications, and related","page_number":177,"box":{"x":60,"y":97,"width":853,"height":12}},{"id":"b13d5309-d237-40a5-b25e-6c38fe149968","block_type":"box","text":"services in connection with the issuance and redemption of Creation Units of the Funds (“ETF Services”). BRIL will receive","page_number":177,"box":{"x":59,"y":112,"width":851,"height":12}},{"id":"c53d167b-5dea-456e-8f47-f4a4193d86c1","block_type":"box","text":"from an Authorized Participant a standard transaction fee on each creation order, which consists of (1) a fee for providing the","page_number":177,"box":{"x":59,"y":127,"width":878,"height":12}},{"id":"64f0ef0a-44c2-4e41-9934-b77d34a0496f","block_type":"box","text":"ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and other transaction costs charged by a Fund custodian","page_number":177,"box":{"x":60,"y":142,"width":866,"height":13}},{"id":"359b3ce2-f56a-4658-a5ae-b7ddee45ee38","block_type":"box","text":"in connection with the issuance of Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to","page_number":177,"box":{"x":60,"y":157,"width":856,"height":13}},{"id":"78c0e6a2-fc53-4aac-af07-fbea875ea3d9","block_type":"box","text":"retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs","page_number":177,"box":{"x":60,"y":172,"width":870,"height":13}},{"id":"c5a4bd86-adea-4dc1-8140-07cd9a1100b7","block_type":"box","text":"to the applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":177,"box":{"x":59,"y":188,"width":613,"height":12}},{"id":"57a6aa70-3cef-4f17-af67-bcaf1de02dd9","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being purchased, which amount will","page_number":177,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"a852c7bf-94fe-455a-bc0b-b4c33ee925e9","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":177,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"26fa9046-2c73-4461-8ea1-26b0596812f9","block_type":"box","text":"instruments included in a Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":177,"box":{"x":60,"y":244,"width":834,"height":13}},{"id":"ee33430f-88f5-471d-b899-df3772f8dc88","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual Custody Transaction Costs vary per","page_number":177,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"6a4c2ef8-f301-4c9d-9972-ed4e40c5873a","block_type":"box","text":"order based on the number of trades, underlying markets and settlement locations associated with the issuance of a Creation","page_number":177,"box":{"x":59,"y":274,"width":878,"height":13}},{"id":"45bd3c6a-06e1-4447-ac8c-7a25eb4e01b5","block_type":"box","text":"Unit.","page_number":177,"box":{"x":60,"y":290,"width":31,"height":9}},{"id":"1fe511bd-ca7a-489a-9bb7-f907b0d42d20","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a creation transaction","page_number":177,"box":{"x":60,"y":316,"width":869,"height":12}},{"id":"b8442858-b62f-41f8-b058-f031197c4cd8","block_type":"box","text":"consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum amount","page_number":177,"box":{"x":59,"y":331,"width":846,"height":13}},{"id":"3d4d83dd-f0d0-4e15-a231-7dd7ba753d01","block_type":"box","text":"shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":177,"box":{"x":59,"y":346,"width":864,"height":13}},{"id":"ca83d293-a437-4275-b31f-4f71cc54e8be","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of transaction","page_number":177,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"e7642ad9-759a-49c9-bd2b-07385579fc51","block_type":"box","text":"costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread between","page_number":177,"box":{"x":59,"y":377,"width":853,"height":12}},{"id":"a4cc2d7d-f90d-437c-8fab-740bb1a76fea","block_type":"box","text":"the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to trade","page_number":177,"box":{"x":59,"y":392,"width":836,"height":12}},{"id":"7a655636-3178-4f6b-b181-8a91a40f43c4","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":177,"box":{"x":60,"y":407,"width":866,"height":12}},{"id":"4b92e6f7-fb5b-44ab-bbf3-b235fce3e74a","block_type":"box","text":"certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge, subject to the","page_number":177,"box":{"x":59,"y":422,"width":835,"height":12}},{"id":"2352002e-aeec-4352-905f-5a6119bb2ac6","block_type":"box","text":"maximum amounts shown above.","page_number":177,"box":{"x":60,"y":437,"width":237,"height":10}},{"id":"0fee14ae-7477-4db1-84a8-de2d157deb76","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":177,"box":{"x":59,"y":463,"width":816,"height":13}},{"id":"3f4a54bb-8be2-46e3-992a-ef1f984427f2","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":177,"box":{"x":59,"y":479,"width":866,"height":12}},{"id":"6e60e729-4451-4335-a3c1-9eddc9c0b94f","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":177,"box":{"x":59,"y":494,"width":637,"height":12}},{"id":"6e8e7029-142d-4157-9801-0973663e01bf","block_type":"box","text":"Redemption of Creation Units.","page_number":177,"box":{"x":60,"y":520,"width":216,"height":12}},{"id":"81563da1-03a6-4231-a45c-17b034ad659b","block_type":"box","text":"Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":177,"box":{"x":59,"y":547,"width":836,"height":12}},{"id":"1aaf8986-b62a-48e8-8d8a-eb54b1dd49ed","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Funds will not","page_number":177,"box":{"x":60,"y":562,"width":868,"height":12}},{"id":"3ae8e6be-4485-4d81-9cf4-91a2f4e527b2","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":177,"box":{"x":60,"y":577,"width":873,"height":12}},{"id":"26fd7d49-4f12-4648-aff2-f191515d7684","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":177,"box":{"x":60,"y":592,"width":854,"height":12}},{"id":"6ef60134-6b3c-47a4-81d8-a0df85a759bd","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":177,"box":{"x":59,"y":607,"width":879,"height":12}},{"id":"ec8991f7-3009-4827-ab18-187259ab61ad","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":177,"box":{"x":60,"y":622,"width":649,"height":13}},{"id":"2cc14e84-360e-480c-91c1-8fab0b81dbfb","block_type":"box","text":"Each Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":177,"box":{"x":60,"y":649,"width":685,"height":12}},{"id":"627dec1d-a13e-4290-808e-4ee395cfa9cf","block_type":"box","text":"Cash Redemption Method","page_number":177,"box":{"x":751,"y":649,"width":182,"height":12}},{"id":"87779ad5-eec3-4993-affa-f1c71484f9ae","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":177,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"e20446f9-2b94-4971-853c-fc98ef4eca4e","block_type":"box","text":"Units of the Funds.","page_number":177,"box":{"x":60,"y":679,"width":130,"height":10}},{"id":"cf43e685-e808-4bce-90d4-581ae0b1eba9","block_type":"box","text":"Each Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":177,"box":{"x":60,"y":705,"width":853,"height":13}},{"id":"baa6c7c2-d13f-4154-8f1d-ebf4a857136a","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":177,"box":{"x":59,"y":720,"width":849,"height":13}},{"id":"f47eae64-a832-4611-a3de-771b7ab8a9ad","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":177,"box":{"x":59,"y":736,"width":840,"height":12}},{"id":"adf11da9-bf5c-4cd4-8b88-1a4b01811b5f","block_type":"box","text":"redemptions of Creation Units of a Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":177,"box":{"x":60,"y":751,"width":863,"height":12}},{"id":"5d5af563-a2e6-4067-8554-1419e453deae","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":177,"box":{"x":60,"y":766,"width":833,"height":12}},{"id":"c3ad0e41-b0c0-467d-be19-b1729b418212","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":177,"box":{"x":59,"y":781,"width":854,"height":12}},{"id":"e274ca37-407c-490d-a3ae-69271496a334","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":177,"box":{"x":60,"y":796,"width":842,"height":12}},{"id":"697c77d1-c978-4e9b-a2bc-8cc4be8a5488","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":177,"box":{"x":59,"y":811,"width":738,"height":13}},{"id":"27c63b6c-0d1b-4004-ab94-132268402dda","block_type":"box","text":"Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist","page_number":177,"box":{"x":60,"y":838,"width":865,"height":12}},{"id":"b1d92467-7805-4201-af71-e7dee539b651","block_type":"box","text":"of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares being","page_number":177,"box":{"x":59,"y":853,"width":862,"height":12}},{"id":"462035a6-330d-4dc7-a5bd-0206441e76e2","block_type":"box","text":"redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less","page_number":177,"box":{"x":60,"y":868,"width":873,"height":12}},{"id":"3c6aa885-1ed8-4da2-a017-ad88818dc39a","block_type":"box","text":"a redemption transaction fee (as described below).","page_number":177,"box":{"x":59,"y":883,"width":356,"height":12}},{"id":"6bbe5e80-7138-416c-9609-ac1b7e0b255d","block_type":"box","text":"166","page_number":177,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"1aec1df8-40a2-4dd7-a106-2985e05dbac0","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":178,"box":{"x":59,"y":67,"width":873,"height":12}},{"id":"514df9b2-e818-4a83-bde6-0fb3e244c7b3","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":178,"box":{"x":60,"y":82,"width":825,"height":12}},{"id":"9758b28b-9e42-4372-ab36-bcb1380f4a04","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":178,"box":{"x":59,"y":97,"width":822,"height":12}},{"id":"607970a2-54fd-4cc6-82fb-be8a44e7b057","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":178,"box":{"x":60,"y":112,"width":863,"height":12}},{"id":"b938e7e8-1d40-4fa4-b44e-749acaf9f1bc","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":178,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"afe2cbc3-056f-4a9b-a624-af2bfdc090b1","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":178,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"46dde6da-c569-474d-81e1-f0fb9516ba23","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":178,"box":{"x":60,"y":157,"width":867,"height":13}},{"id":"62922dac-3699-4cca-bf79-f4d901c648cd","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":178,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"b6cdb619-82aa-4d53-86db-f7392dab3396","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":178,"box":{"x":59,"y":188,"width":815,"height":12}},{"id":"3b42c546-cf52-4917-8ccf-ba42a5556980","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. Each Fund generally","page_number":178,"box":{"x":59,"y":203,"width":874,"height":12}},{"id":"75f31af8-3cee-43d7-b538-fc5a19765254","block_type":"box","text":"redeems Creation Units for Fund Securities, but each Fund reserves the right to utilize a cash option for redemption of","page_number":178,"box":{"x":60,"y":218,"width":824,"height":12}},{"id":"2c47d3c9-2e26-4eac-b90d-9b6bb3d982aa","block_type":"box","text":"Creation Units. Each Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities","page_number":178,"box":{"x":59,"y":233,"width":863,"height":12}},{"id":"71c670e6-5291-4406-abe9-98942663d994","block_type":"box","text":"that differs from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also","page_number":178,"box":{"x":59,"y":248,"width":859,"height":12}},{"id":"bd8b49cb-1e31-49ea-8be3-4d762119891c","block_type":"box","text":"be modified to minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption","page_number":178,"box":{"x":60,"y":263,"width":851,"height":12}},{"id":"d04d4ddb-cb55-4efa-a668-a25b3cfe3b52","block_type":"box","text":"Basket through systematically rounding. The rounding methodology allows position sizes of securities in the Fund Securities","page_number":178,"box":{"x":60,"y":278,"width":869,"height":13}},{"id":"5da250b1-d677-4233-9964-655d211260bb","block_type":"box","text":"to be “rounded up,” while limiting the maximum allowed percentage change in weight and share quantity of any given","page_number":178,"box":{"x":59,"y":293,"width":830,"height":13}},{"id":"d9c550d2-8633-4f17-a3b8-82038f3904f2","block_type":"box","text":"security in the Redemption Basket. Redemption Baskets may also be modified to position a fund towards a forward index","page_number":178,"box":{"x":59,"y":308,"width":847,"height":13}},{"id":"d4791aa3-da04-4909-a276-7b6482e79e45","block_type":"box","text":"rebalance to reflect revisions that account for index additions, deletions, and re-weights.","page_number":178,"box":{"x":60,"y":324,"width":616,"height":12}},{"id":"d8293cd5-564b-4e4b-86ae-d543b912036f","block_type":"box","text":"Cash Redemption Method.","page_number":178,"box":{"x":59,"y":350,"width":191,"height":12}},{"id":"7a0dd91e-3a98-4e7f-aed5-7eb4fcde4eb6","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":178,"box":{"x":263,"y":350,"width":661,"height":12}},{"id":"8f63b6ef-7562-4125-8014-3fc0fb9b97e4","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for a Fund, they will be effected","page_number":178,"box":{"x":59,"y":365,"width":869,"height":13}},{"id":"48adf3b2-5c41-4d85-b3b4-09525a2e2e48","block_type":"box","text":"in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized","page_number":178,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"69772476-cb8c-48c0-9949-4224c63dcca4","block_type":"box","text":"Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus","page_number":178,"box":{"x":60,"y":395,"width":878,"height":13}},{"id":"088821f5-e297-437f-9efb-3d715516e5f9","block_type":"box","text":"the same Cash Amount to be paid to an in-kind redeemer.","page_number":178,"box":{"x":59,"y":411,"width":406,"height":12}},{"id":"0eb82d4c-8884-4bb6-a091-cba90132d01d","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":178,"box":{"x":59,"y":437,"width":352,"height":12}},{"id":"923b1ed6-87ed-4c67-abee-cf069937cacd","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the","page_number":178,"box":{"x":59,"y":463,"width":866,"height":13}},{"id":"ea48105c-dee9-4a4b-8f6a-fe3531d52085","block_type":"box","text":"relevant Fund. As described above, under an ETF Services Agreement, the Funds have retained BRIL, an affiliate of BFA, to","page_number":178,"box":{"x":60,"y":479,"width":847,"height":12}},{"id":"a29651b2-d6bb-4e23-82f9-6351f4a2b36f","block_type":"box","text":"perform certain ETF Services. BRIL will receive from an Authorized Participant a standard transaction fee on each redemption","page_number":178,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"d88a8607-be2f-49e3-b80c-72a497b41a35","block_type":"box","text":"order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is entitled to retain the ETF","page_number":178,"box":{"x":59,"y":509,"width":823,"height":12}},{"id":"b22d5cd6-a8d7-40b9-aa5f-28c1c086dbdf","block_type":"box","text":"Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the","page_number":178,"box":{"x":59,"y":524,"width":815,"height":12}},{"id":"3fc6bfec-00d5-4cfd-8d2d-35bf39819c16","block_type":"box","text":"applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":178,"box":{"x":59,"y":539,"width":567,"height":12}},{"id":"0d59631a-334e-40b8-8c69-729763455668","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being redeemed, which amount will","page_number":178,"box":{"x":59,"y":566,"width":858,"height":12}},{"id":"327a4c1c-803e-469e-8444-1e66c49feb5b","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":178,"box":{"x":59,"y":581,"width":879,"height":12}},{"id":"4fc45803-b8c9-40ec-be1e-6b4631602939","block_type":"box","text":"instruments included in a Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":178,"box":{"x":60,"y":596,"width":860,"height":12}},{"id":"4c37ccc5-7017-42ee-8cfa-47dd553eb38d","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":178,"box":{"x":59,"y":611,"width":873,"height":12}},{"id":"8e1468d9-9ec8-457b-bd3b-c964d8c401f1","block_type":"box","text":"per order based on the number of trades, underlying markets, and settlement locations associated with the redemption of a","page_number":178,"box":{"x":59,"y":626,"width":866,"height":12}},{"id":"cf9f4c3c-29fe-47bd-90ef-801f0c98ee5c","block_type":"box","text":"Creation Unit.","page_number":178,"box":{"x":59,"y":642,"width":95,"height":9}},{"id":"84a499a8-f6bc-4834-9532-2513e2202c1e","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":178,"box":{"x":60,"y":668,"width":810,"height":12}},{"id":"d76174c1-d8bc-4093-bce3-b9be83aa7e3e","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":178,"box":{"x":59,"y":683,"width":869,"height":12}},{"id":"9b99bcd8-13d8-4602-89d7-b33759f80a1e","block_type":"box","text":"amount shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":178,"box":{"x":59,"y":698,"width":831,"height":12}},{"id":"14a42e03-fd59-40ab-a62b-66c53a6ce921","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":178,"box":{"x":59,"y":713,"width":854,"height":12}},{"id":"6cae7e2d-b292-4a64-9f05-9c41a70ab5b9","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":178,"box":{"x":59,"y":728,"width":873,"height":12}},{"id":"663a4741-680b-49dd-bb74-2f7dabb7a3bc","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":178,"box":{"x":60,"y":743,"width":859,"height":12}},{"id":"358361a8-2189-4cdf-b725-3187f287e220","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":178,"box":{"x":59,"y":758,"width":817,"height":13}},{"id":"d3b5ebc5-3bec-4b81-869d-224aae08a5ad","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":178,"box":{"x":59,"y":773,"width":825,"height":13}},{"id":"fea90aeb-4409-485a-baf0-472e93031c50","block_type":"box","text":"subject to the maximum amounts shown above.","page_number":178,"box":{"x":59,"y":788,"width":339,"height":13}},{"id":"b8d953e9-07da-496e-a7a9-e6b5487dc39e","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order.","page_number":178,"box":{"x":59,"y":815,"width":878,"height":12}},{"id":"1489d1b6-3db0-41dd-a05e-56180ebb95a1","block_type":"box","text":"Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who use the","page_number":178,"box":{"x":59,"y":830,"width":864,"height":12}},{"id":"6a699792-36ce-4111-afee-d49897495d22","block_type":"box","text":"services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":178,"box":{"x":59,"y":845,"width":816,"height":13}},{"id":"1a9b4c8c-efdb-40b9-a639-30ee606204dc","block_type":"box","text":"167","page_number":178,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"9cd2988c-017b-4794-b12b-77efa79affc0","block_type":"box","text":"Placement of Redemption Orders.","page_number":179,"box":{"x":60,"y":67,"width":243,"height":12}},{"id":"b5aedb53-1c4b-429c-b5eb-cda738359f62","block_type":"box","text":"Redemption requests for Creation Units of the Funds must be submitted to the","page_number":179,"box":{"x":312,"y":67,"width":551,"height":12}},{"id":"0ed3bb81-21f1-4c58-9e99-e4ebf83d6270","block_type":"box","text":"Distributor or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable","page_number":179,"box":{"x":60,"y":82,"width":824,"height":12}},{"id":"92ea3e18-276c-4802-acd3-097d2bf9057b","block_type":"box","text":"request to redeem shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that","page_number":179,"box":{"x":60,"y":97,"width":840,"height":12}},{"id":"a11f9ddc-2823-48a5-8f1b-b2e5d85f6b5f","block_type":"box","text":"day’s NAV. On days when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation","page_number":179,"box":{"x":59,"y":112,"width":843,"height":12}},{"id":"b2e779ea-342a-4905-8e9b-7a90cd70853b","block_type":"box","text":"Units to be placed earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for","page_number":179,"box":{"x":60,"y":127,"width":875,"height":12}},{"id":"4faac55a-17b9-4535-86e3-1b5c4f4e15d2","block_type":"box","text":"a redemption request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current","page_number":179,"box":{"x":59,"y":142,"width":869,"height":13}},{"id":"a36ed84e-45bc-414d-9e7b-24e47a782465","block_type":"box","text":"Authorized Participants upon request.","page_number":179,"box":{"x":59,"y":157,"width":264,"height":13}},{"id":"9b1a3d59-d271-4bef-8a0a-7b4cd3bc2624","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Funds to the Distributor or","page_number":179,"box":{"x":59,"y":184,"width":866,"height":12}},{"id":"e0d22537-fc48-43b1-9803-2f401742f507","block_type":"box","text":"its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that","page_number":179,"box":{"x":60,"y":199,"width":853,"height":12}},{"id":"45cdddb5-baad-4402-9089-d85a61e2eb0c","block_type":"box","text":"their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":179,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"1a2a1169-962a-4dfa-99a2-689582959f89","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":179,"box":{"x":59,"y":229,"width":824,"height":12}},{"id":"e231042a-5808-4f03-94ed-a2dd8f511c30","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":179,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"1823c461-eb41-4b26-9cec-413f41365a48","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":179,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"b3501775-604e-473a-8822-8df314e489c8","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":179,"box":{"x":60,"y":274,"width":856,"height":13}},{"id":"05548a3d-82d3-4761-a065-6205442ce7d0","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Funds’ transfer agent; such","page_number":179,"box":{"x":59,"y":290,"width":858,"height":12}},{"id":"78618620-97c7-4535-b162-6ff44640256d","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":179,"box":{"x":60,"y":305,"width":842,"height":12}},{"id":"5ecd03ac-b1ab-430f-a595-2d6e8c9776a0","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":179,"box":{"x":59,"y":320,"width":585,"height":12}},{"id":"7dfae890-db0c-47bd-bfd0-6d23230a48c6","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":179,"box":{"x":59,"y":346,"width":850,"height":13}},{"id":"2e4e696e-583f-4617-9c64-bb02cd93fb05","block_type":"box","text":"transferred to the Funds’ transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":179,"box":{"x":59,"y":361,"width":829,"height":13}},{"id":"4b51c3e3-f51d-462a-98a0-104259947edb","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":179,"box":{"x":59,"y":377,"width":834,"height":12}},{"id":"08439b11-b8ff-469f-ad41-252a79e7d08e","block_type":"box","text":"request in form satisfactory to the applicable Fund is received by the Distributor or its agent from the Authorized Participant","page_number":179,"box":{"x":60,"y":392,"width":866,"height":12}},{"id":"4051fe5b-3651-43ae-9618-f9f1226f65f8","block_type":"box","text":"on behalf of itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set","page_number":179,"box":{"x":59,"y":407,"width":849,"height":12}},{"id":"e5e27973-1033-46b3-8c8c-bde4943bb623","block_type":"box","text":"forth in the Authorized Participant Agreement are properly followed.","page_number":179,"box":{"x":59,"y":422,"width":476,"height":12}},{"id":"ee75d75d-9a79-4939-a0f7-40d02e84a1ab","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the applicable Fund and the Fund’s transfer","page_number":179,"box":{"x":60,"y":448,"width":843,"height":13}},{"id":"8a9718e9-207b-4d2a-8b8b-2501fc9370e4","block_type":"box","text":"agent of such redemption request. The tender of an investor’s shares for redemption and the distribution of the securities","page_number":179,"box":{"x":59,"y":463,"width":850,"height":13}},{"id":"b5120784-9ade-4867-b856-4d181b44e2e7","block_type":"box","text":"and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and","page_number":179,"box":{"x":59,"y":479,"width":877,"height":12}},{"id":"c2641d87-1ffd-4a1f-9eae-094b2a3b1b9e","block_type":"box","text":"the relevant Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC","page_number":179,"box":{"x":59,"y":494,"width":869,"height":12}},{"id":"8ae4f8b3-fdde-44b0-bf4b-ea9f7943d3a8","block_type":"box","text":"Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized","page_number":179,"box":{"x":60,"y":509,"width":831,"height":12}},{"id":"9424efb3-ba59-4878-b4da-6105b9990510","block_type":"box","text":"Participant submitting the redemption request.","page_number":179,"box":{"x":60,"y":524,"width":327,"height":12}},{"id":"f7e1c29a-b70e-4fce-9e95-7ab032dadb95","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":179,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"bfad7695-84ba-4ab7-8ee9-2d7c11015bd2","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":179,"box":{"x":59,"y":566,"width":837,"height":12}},{"id":"e0e31118-52cb-48e2-b72b-ce0c487c38ce","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":179,"box":{"x":59,"y":581,"width":836,"height":12}},{"id":"763900d9-d211-4920-aeb6-8af0899dcb3e","block_type":"box","text":"For the iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF and iShares JPX-Nikkei 400 ETF,","page_number":179,"box":{"x":60,"y":607,"width":836,"height":12}},{"id":"bf5970ad-4c6f-4e8c-9a7e-1e1a79e63aed","block_type":"box","text":"deliveries of redemption proceeds are generally made within two Business Days (i.e., “T+2”). For all other Funds in this SAI,","page_number":179,"box":{"x":59,"y":622,"width":858,"height":13}},{"id":"5c4d4310-eba0-42f0-9a69-dd574b9c0998","block_type":"box","text":"deliveries of redemption proceeds are generally made within one Business Day (i.e., “T+1”). However, each Fund reserves the","page_number":179,"box":{"x":59,"y":637,"width":872,"height":13}},{"id":"e096ffcf-c96b-4c85-87e5-65b7b7576f06","block_type":"box","text":"right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the circumstances and","page_number":179,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"eaa0b791-08f2-4756-b128-0d54bc697cbd","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":179,"box":{"x":59,"y":668,"width":858,"height":12}},{"id":"8caf4dff-af76-4bc0-a2be-32064c6d08b5","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and dividend","page_number":179,"box":{"x":59,"y":683,"width":854,"height":12}},{"id":"07d1e10f-8b01-4219-9e56-9bf74fa93806","block_type":"box","text":"ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security","page_number":179,"box":{"x":59,"y":698,"width":842,"height":12}},{"id":"a1592ca3-5485-4eda-976f-c649e96a4df4","block_type":"box","text":"sold).","page_number":179,"box":{"x":59,"y":713,"width":38,"height":12}},{"id":"a9dd024f-806e-42c1-9829-74ad047ff9be","block_type":"box","text":"If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial","page_number":179,"box":{"x":60,"y":739,"width":830,"height":13}},{"id":"e73dad66-d630-4b4c-b654-b47a9e98913e","block_type":"box","text":"Owner has appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not","page_number":179,"box":{"x":59,"y":754,"width":858,"height":13}},{"id":"53dd281f-b445-4fd1-95d0-bb2e539a251b","block_type":"box","text":"possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a","page_number":179,"box":{"x":59,"y":770,"width":866,"height":12}},{"id":"c0f1be76-6c49-44b3-a0dd-003f06fea4c2","block_type":"box","text":"Fund may in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be","page_number":179,"box":{"x":60,"y":785,"width":839,"height":12}},{"id":"96b78184-db14-4868-8801-616d7bfca88a","block_type":"box","text":"required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net","page_number":179,"box":{"x":60,"y":800,"width":853,"height":12}},{"id":"d732ff24-8f0c-4c05-b042-5911fe3c121a","block_type":"box","text":"asset value of its shares based on the NAV of the relevant Fund next determined after the redemption request is received in","page_number":179,"box":{"x":59,"y":815,"width":859,"height":12}},{"id":"cb2e4773-0f9a-4773-9d10-73090977ec72","block_type":"box","text":"proper form (minus a redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and","page_number":179,"box":{"x":59,"y":830,"width":866,"height":12}},{"id":"c16e3e09-5602-439b-b6e4-dc34c7d095f6","block_type":"box","text":"other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be","page_number":179,"box":{"x":59,"y":845,"width":872,"height":13}},{"id":"30959136-5e5d-4d78-951f-d64eb9ee9f7e","block_type":"box","text":"subject to compliance with applicable U.S. federal and state securities laws and each Fund (whether or not it otherwise","page_number":179,"box":{"x":59,"y":860,"width":833,"height":13}},{"id":"00e3a39b-bfde-4162-a57f-44e4ccc9cad9","block_type":"box","text":"168","page_number":179,"box":{"x":487,"y":916,"width":24,"height":9}},{"id":"bbf4c91d-8f7d-4cc3-abca-7cd1e6fd36b5","block_type":"box","text":"permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully","page_number":180,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"09158dfb-7b63-4eca-8c70-75e0915711a6","block_type":"box","text":"deliver specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such","page_number":180,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"544021d5-e728-478c-b213-313aece350ce","block_type":"box","text":"laws.","page_number":180,"box":{"x":60,"y":97,"width":33,"height":10}},{"id":"8d05c67e-358e-470b-8d14-6e6ad2954102","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units, in the event that cash redemptions are","page_number":180,"box":{"x":59,"y":123,"width":849,"height":13}},{"id":"9f8fbff9-0e3f-4cf4-a6db-907b6209235b","block_type":"box","text":"permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as","page_number":180,"box":{"x":59,"y":138,"width":805,"height":13}},{"id":"60b8b8e3-8420-4218-8e8b-8f44d3f59b8d","block_type":"box","text":"practicable after the date of redemption (within seven calendar days thereafter). If a Fund includes a foreign investment in its","page_number":180,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"5ecb5f83-ee55-401b-a9a3-9b3bf09c1f02","block_type":"box","text":"basket, and if a local market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign","page_number":180,"box":{"x":60,"y":169,"width":869,"height":12}},{"id":"860fb251-6418-4582-b555-b37a78f2cbd5","block_type":"box","text":"investments to redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a","page_number":180,"box":{"x":60,"y":184,"width":815,"height":12}},{"id":"dbea249c-6371-47a4-b511-7a49f0572215","block_type":"box","text":"redemption request, a Fund may delay delivery of the foreign investment more than seven days if a Fund delivers the foreign","page_number":180,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"1caaf01c-0825-4961-b201-a8b2603c96f6","block_type":"box","text":"investment as soon as practicable, but in no event later than 15 days.","page_number":180,"box":{"x":60,"y":214,"width":481,"height":12}},{"id":"23b2e6a3-2033-48fd-9ab0-fb792e239e5b","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":180,"box":{"x":59,"y":240,"width":824,"height":13}},{"id":"e425f0c6-706c-42ee-9e34-8e4cab782ba6","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":180,"box":{"x":59,"y":256,"width":871,"height":12}},{"id":"17f83501-229f-415b-b47b-86f52563804d","block_type":"box","text":"Unit to be redeemed to a Fund, at or prior to the time specified by a Fund or its custodian on the Business Day after the date","page_number":180,"box":{"x":60,"y":271,"width":867,"height":12}},{"id":"0d690126-423e-42d7-bad1-32b14e7ba3a2","block_type":"box","text":"of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on the","page_number":180,"box":{"x":59,"y":286,"width":863,"height":12}},{"id":"6c86f9f6-1a3d-4877-b61b-324ae3a8b12a","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":180,"box":{"x":60,"y":301,"width":825,"height":12}},{"id":"f78976be-3e2a-4e84-9c0c-5c764453253d","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":180,"box":{"x":59,"y":316,"width":851,"height":12}},{"id":"7361086c-0d25-45a0-a901-7d6bc38da36a","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the Business Day","page_number":180,"box":{"x":60,"y":331,"width":875,"height":13}},{"id":"56d22a75-0743-4e81-bcf2-71605a573458","block_type":"box","text":"after the date of submission of such redemption request and shall be held by the custodian and marked-to-market daily. The","page_number":180,"box":{"x":59,"y":346,"width":873,"height":13}},{"id":"40ead32f-0468-460c-b0b1-3a6264bacdf9","block_type":"box","text":"fees of the custodian and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be","page_number":180,"box":{"x":59,"y":361,"width":865,"height":13}},{"id":"d6404fd6-96c8-43fd-8cbb-8b3b633fccec","block_type":"box","text":"payable by the Authorized Participant. The Authorized Participant Agreement permits the Funds to acquire shares of the","page_number":180,"box":{"x":59,"y":377,"width":840,"height":12}},{"id":"602d3f27-babc-4ca8-b7aa-cd6f15758808","block_type":"box","text":"Funds at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to","page_number":180,"box":{"x":60,"y":392,"width":854,"height":12}},{"id":"05b9b641-9193-4e7e-b3c3-a2e25d40ae8d","block_type":"box","text":"the Funds of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability","page_number":180,"box":{"x":59,"y":407,"width":877,"height":12}},{"id":"20249632-e0c3-4352-a968-17a291b47c50","block_type":"box","text":"for related brokerage and other charges.","page_number":180,"box":{"x":59,"y":422,"width":281,"height":12}},{"id":"40ca107b-bb93-495c-9459-6c42c6a06347","block_type":"box","text":"Because the portfolio securities of a Fund may trade on exchange(s) on days that the Listing Exchange is closed or are","page_number":180,"box":{"x":60,"y":448,"width":826,"height":13}},{"id":"8cceb94a-5530-4a8d-8e11-75f28be31e47","block_type":"box","text":"otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of such Fund or purchase","page_number":180,"box":{"x":59,"y":463,"width":861,"height":13}},{"id":"e2af9823-5454-4ab4-b3c2-6b24335cd8d4","block_type":"box","text":"or sell shares of such Fund on the Listing Exchange on days when the NAV of such a Fund could be significantly affected by","page_number":180,"box":{"x":59,"y":479,"width":864,"height":12}},{"id":"7db9ea37-7ab0-4670-afa5-bbdc06897c95","block_type":"box","text":"events in the relevant non-U.S. markets.","page_number":180,"box":{"x":59,"y":494,"width":278,"height":9}},{"id":"ab022a65-75a1-4f35-8b02-3e13e4fc6237","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to any Fund: (i) for any period","page_number":180,"box":{"x":59,"y":520,"width":851,"height":12}},{"id":"7ce2066a-3bee-46ad-96af-7bcf17890663","block_type":"box","text":"during which the applicable Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any","page_number":180,"box":{"x":59,"y":535,"width":845,"height":13}},{"id":"de769d19-d18a-4a27-baf5-cad545c767a9","block_type":"box","text":"period during which trading on the applicable Listing Exchange is suspended or restricted; (iii) for any period during which an","page_number":180,"box":{"x":59,"y":550,"width":879,"height":13}},{"id":"c67b87fe-f2c4-4e29-84f8-4251bef852da","block_type":"box","text":"emergency exists as a result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is","page_number":180,"box":{"x":59,"y":566,"width":859,"height":12}},{"id":"7ab14fa9-bf45-4d42-b8e9-307f58f94451","block_type":"box","text":"not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":180,"box":{"x":60,"y":581,"width":619,"height":12}},{"id":"2ae56885-25c3-4b38-9ac7-45a5420b0290","block_type":"box","text":"Custom Baskets.","page_number":180,"box":{"x":59,"y":607,"width":118,"height":10}},{"id":"3bf67a50-be52-41b8-9cd5-fd190772decf","block_type":"box","text":"Creation and Redemption baskets may differ and each Fund may accept “custom baskets.” A custom","page_number":180,"box":{"x":187,"y":607,"width":705,"height":12}},{"id":"90e0c20e-c2b5-4d0a-99eb-933aac50a1d3","block_type":"box","text":"basket may include any of the following: (i) a basket that is composed of a non-representative selection of a Fund’s portfolio","page_number":180,"box":{"x":60,"y":622,"width":868,"height":13}},{"id":"99e66565-dc93-48cd-b6c3-a3803e716bd7","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":180,"box":{"x":60,"y":637,"width":872,"height":13}},{"id":"48c0ad79-414b-452b-9a5d-40ced6734b83","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. Each Fund has adopted policies and","page_number":180,"box":{"x":60,"y":652,"width":877,"height":13}},{"id":"aeff6340-a776-448e-8321-178bb8f12073","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":180,"box":{"x":59,"y":668,"width":866,"height":12}},{"id":"89418e04-c851-415f-8764-401a8724e7b6","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":180,"box":{"x":59,"y":683,"width":824,"height":12}},{"id":"473d0974-c856-4f1a-9e51-03ad10b17b64","block_type":"box","text":"baskets that are in the best interests of a Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":180,"box":{"x":60,"y":698,"width":859,"height":12}},{"id":"c57f8b50-1448-4d58-8168-f03e065495d3","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":180,"box":{"x":59,"y":713,"width":872,"height":12}},{"id":"821a94fd-a585-478c-b3e7-1ab5a14749c3","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":180,"box":{"x":59,"y":728,"width":855,"height":12}},{"id":"8bfcf3c9-29f3-4dee-bcc8-0cd77914f29f","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":180,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"2a521be4-20dd-4f54-9d61-d7fcc4f13c55","block_type":"box","text":"be used for each Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":180,"box":{"x":60,"y":758,"width":855,"height":13}},{"id":"8b70c5c1-f785-450e-be53-b7685a7bb797","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":180,"box":{"x":59,"y":773,"width":877,"height":13}},{"id":"1f8b863b-1d11-4e2b-a01e-5f36bc6c8dbf","block_type":"box","text":"process to oversee basket compliance for the Funds, as set forth in each Fund’s policies and procedures.","page_number":180,"box":{"x":59,"y":788,"width":729,"height":13}},{"id":"1c80d675-2fe6-4d5f-b4e5-70303cd8f908","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":180,"box":{"x":58,"y":815,"width":419,"height":12}},{"id":"a77ccf8f-18e0-40d0-b692-bea736ba3733","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":180,"box":{"x":490,"y":815,"width":445,"height":12}},{"id":"cf753d0c-c1a5-4168-a9c5-89dc9fc2c29c","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":180,"box":{"x":60,"y":830,"width":864,"height":12}},{"id":"e20f2b8c-bfbe-4797-be59-61a2ce9defaf","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":180,"box":{"x":59,"y":845,"width":868,"height":13}},{"id":"2b3eb4de-ef3f-41eb-9468-219d86b64c02","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":180,"box":{"x":60,"y":860,"width":870,"height":13}},{"id":"5e9893f1-2e78-4a38-b8a2-b800136c9138","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":180,"box":{"x":59,"y":875,"width":752,"height":13}},{"id":"042ed51f-80c4-4d77-a9bf-2260dc32e3da","block_type":"box","text":"169","page_number":180,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"6db290f5-1e56-40dd-9dc4-7fa94cd27c22","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":181,"box":{"x":59,"y":67,"width":830,"height":12}},{"id":"ae9bd1fc-2793-4bfa-bba8-4fbb0bf50655","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":181,"box":{"x":59,"y":82,"width":862,"height":12}},{"id":"46031509-0864-4851-b193-f5cd5a93778b","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":181,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"39c072ed-7f82-42e6-8f50-9791e84ba593","block_type":"box","text":"assets.","page_number":181,"box":{"x":59,"y":113,"width":46,"height":9}},{"id":"88fdc8c9-e68f-482f-a5a9-83023de8f103","block_type":"box","text":"Taxes","page_number":181,"box":{"x":59,"y":144,"width":93,"height":22}},{"id":"3c38805b-ee3f-425b-9a01-8f8dd5e7a2cf","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":181,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"60056578-6f6e-4e65-8633-4fcf381133ff","block_type":"box","text":"disposition of shares of a Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":181,"box":{"x":59,"y":199,"width":848,"height":12}},{"id":"9ca5f408-f69a-4c0f-8c30-a8af646fdebf","block_type":"box","text":"that may be applicable to a Fund or to all categories of investors, some of which may be subject to special tax rules. Current","page_number":181,"box":{"x":59,"y":214,"width":867,"height":12}},{"id":"71cb62e0-eb9d-499a-8f3e-24a95ab93d21","block_type":"box","text":"and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal, state, local","page_number":181,"box":{"x":59,"y":229,"width":868,"height":12}},{"id":"6848c693-5913-4510-b32a-79865be0b5c5","block_type":"box","text":"and non-U.S. tax consequences of investing in a Fund. The summary is based on the laws and judicial and administrative","page_number":181,"box":{"x":59,"y":244,"width":845,"height":13}},{"id":"020299ac-8bde-4ebd-b5ef-4068f7a25685","block_type":"box","text":"interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with retroactive effect.","page_number":181,"box":{"x":60,"y":259,"width":846,"height":13}},{"id":"39ebc41d-9f7a-47af-b398-0e7cc37818a3","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":181,"box":{"x":60,"y":286,"width":338,"height":12}},{"id":"ebf46044-b663-42ee-9b92-c8227f6a0833","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":181,"box":{"x":407,"y":286,"width":466,"height":12}},{"id":"63ea6280-b4a8-4e80-a937-bc6200dba203","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, each Fund must annually distribute at least","page_number":181,"box":{"x":59,"y":301,"width":851,"height":12}},{"id":"0c9c1a3a-5e98-4bb0-a5b7-b4eb3a8b1749","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":181,"box":{"x":59,"y":316,"width":848,"height":12}},{"id":"bd83d449-3438-4421-80d7-7d08f4593089","block_type":"box","text":"meet several other requirements. Among such other requirements are the following: (i) at least 90% of each Fund’s annual","page_number":181,"box":{"x":60,"y":331,"width":858,"height":13}},{"id":"23379165-5806-4299-937e-0109f0808850","block_type":"box","text":"gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or","page_number":181,"box":{"x":59,"y":346,"width":840,"height":13}},{"id":"b5ba9c4e-cdc2-4915-a355-ef8e6edbf33b","block_type":"box","text":"other disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":181,"box":{"x":59,"y":361,"width":879,"height":13}},{"id":"437fd922-893a-4049-8bb4-b4c75391cc6e","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":181,"box":{"x":59,"y":377,"width":867,"height":12}},{"id":"7ae74377-42a4-4215-8e27-0c602a0b1491","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":181,"box":{"x":60,"y":392,"width":502,"height":12}},{"id":"9156b6b8-5996-4792-8b3a-0a691a80a753","block_type":"box","text":"i.e.,","page_number":181,"box":{"x":563,"y":393,"width":21,"height":10}},{"id":"a556e564-0125-498e-bf74-0e8dc8062891","block_type":"box","text":"partnerships that are traded on an established","page_number":181,"box":{"x":591,"y":392,"width":321,"height":12}},{"id":"191e23e7-5f00-4420-90b9-71fa202f01ea","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":181,"box":{"x":59,"y":407,"width":858,"height":12}},{"id":"27f7c798-bd76-4cc9-8725-e7187a86cdfb","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of each","page_number":181,"box":{"x":60,"y":422,"width":855,"height":12}},{"id":"49d926b0-8966-4420-99c3-38d30a83978c","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of each Fund’s total assets must be represented by cash and cash","page_number":181,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"721b41e8-ae14-4c8b-85a3-e66097dec946","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":181,"box":{"x":60,"y":452,"width":878,"height":12}},{"id":"7e3b7115-45b9-4339-b2ab-209adbd86081","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":181,"box":{"x":59,"y":467,"width":854,"height":13}},{"id":"fb4662fc-7f02-4721-9b9a-e0bc99e6db3d","block_type":"box","text":"greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of each Fund’s","page_number":181,"box":{"x":59,"y":482,"width":869,"height":13}},{"id":"3b1f9248-2b53-47ce-957b-a258dc048dfe","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":181,"box":{"x":59,"y":497,"width":851,"height":13}},{"id":"9ba6f623-6084-4192-a562-c30e288588fb","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":181,"box":{"x":59,"y":513,"width":866,"height":12}},{"id":"340d7f77-c7d2-4cf6-b904-c518bcb3a26b","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":181,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"e1a14f21-3038-4143-b285-05cc35c5ca75","block_type":"box","text":"partnerships.","page_number":181,"box":{"x":59,"y":543,"width":91,"height":12}},{"id":"710eb1a5-5896-4cdc-997d-1d1bedf744bf","block_type":"box","text":"A Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to","page_number":181,"box":{"x":59,"y":569,"width":836,"height":13}},{"id":"b2d6b51f-6dd3-40ac-aa55-48fa44e5d333","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":181,"box":{"x":59,"y":584,"width":858,"height":13}},{"id":"d4b2e371-26dd-4a23-81ee-cb6baedad92c","block_type":"box","text":"year, a Fund fails one of these tests and does not timely cure the failure, that Fund will be taxed in the same manner as an","page_number":181,"box":{"x":59,"y":600,"width":850,"height":12}},{"id":"7c666eac-4b3b-468e-91bd-19b3a502297a","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable","page_number":181,"box":{"x":59,"y":615,"width":822,"height":12}},{"id":"5237944b-bb6b-4f76-98e3-66f776c6d0be","block_type":"box","text":"income.","page_number":181,"box":{"x":60,"y":631,"width":54,"height":8}},{"id":"a104c230-cba2-4859-bd0a-2ae418fc20e6","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":181,"box":{"x":59,"y":656,"width":854,"height":13}},{"id":"26ebac05-cc7d-4c2d-9623-7a62e8b30f25","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. A Fund’s investments in partnerships,","page_number":181,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"469d3edb-fbe6-4bf4-a219-a4243d3c9d62","block_type":"box","text":"including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non-U.S. income,","page_number":181,"box":{"x":60,"y":686,"width":855,"height":13}},{"id":"de81c815-a18a-426d-b338-69937de6107b","block_type":"box","text":"franchise or withholding tax liabilities.","page_number":181,"box":{"x":59,"y":702,"width":265,"height":12}},{"id":"f3a188e9-7392-40bf-ba8a-d564151efbfc","block_type":"box","text":"Taxation of RICs.","page_number":181,"box":{"x":58,"y":728,"width":121,"height":10}},{"id":"5a880ff8-da3d-4418-bd2b-5f7f86b3ef9f","block_type":"box","text":"As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":181,"box":{"x":188,"y":728,"width":710,"height":12}},{"id":"dfc84d4d-9e0f-4ee8-ac39-e1e7a0a24bba","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":181,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"bb907106-f932-42e3-bbe7-d72db97a6e8d","block_type":"box","text":"To satisfy the minimum distribution requirement, a Fund must distribute to its shareholders at least the sum of (i) 90% of its","page_number":181,"box":{"x":59,"y":758,"width":871,"height":13}},{"id":"bc8c335e-96c8-49d5-ac12-7a43a2e0104b","block_type":"box","text":"“investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":181,"box":{"x":59,"y":773,"width":854,"height":13}},{"id":"a941bf71-9eeb-41d3-92e2-183e0eaffb45","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":181,"box":{"x":60,"y":788,"width":847,"height":13}},{"id":"800e26bf-f342-4b83-b566-491da1ab2fa1","block_type":"box","text":"taxable year. A Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":181,"box":{"x":59,"y":804,"width":863,"height":12}},{"id":"01145684-fcb3-4257-9feb-8e158a7c1e73","block_type":"box","text":"distribute to its shareholders. If a Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":181,"box":{"x":59,"y":819,"width":793,"height":12}},{"id":"e4b3c10c-3b7e-4629-8d2c-03bd30dd9066","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":181,"box":{"x":60,"y":834,"width":858,"height":12}},{"id":"dd0ad98f-0c70-4f64-a7a1-ff80f62a924c","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":181,"box":{"x":59,"y":849,"width":849,"height":12}},{"id":"ab84df82-1f1e-4d8b-8c9b-91414aef464a","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":181,"box":{"x":59,"y":864,"width":834,"height":12}},{"id":"eb0fcd3e-7156-4bdd-9c3f-2aa4525f14f2","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":181,"box":{"x":59,"y":879,"width":874,"height":13}},{"id":"0dccdd34-97a5-4cce-b7c8-7ba163024ddd","block_type":"box","text":"170","page_number":181,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"2f585e45-1a29-4ece-978e-bc01e824aabe","block_type":"box","text":"the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and","page_number":182,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"c633f360-3096-45e6-9394-c083785ee3da","block_type":"box","text":"its capital gains for each taxable year, a Fund may decide to retain a portion of its income or gains. Each Fund will be subject","page_number":182,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"66bd273e-7222-46a2-99b3-c5ff37b33d80","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":182,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"c1861d05-8185-43a5-a4c1-b02c962e82b1","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":182,"box":{"x":59,"y":112,"width":823,"height":12}},{"id":"029ab45a-1432-49ab-9a23-36258a39e2a4","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":182,"box":{"x":59,"y":127,"width":866,"height":12}},{"id":"05949636-7cb6-46ca-81c6-cc091f280593","block_type":"box","text":"pay the tax on behalf of a Fund or reimburse the Fund for the tax. If a Fund fails to qualify as a RIC in any year, it must pay out","page_number":182,"box":{"x":59,"y":142,"width":877,"height":13}},{"id":"9074465c-7825-4ad1-8b47-2871e8fa9c9b","block_type":"box","text":"its earnings and profits accumulated in that year in order to qualify again as a RIC. If a Fund fails to qualify as a RIC for a","page_number":182,"box":{"x":60,"y":157,"width":836,"height":13}},{"id":"36e01b43-fd32-4ae5-8e5c-d82fb1d1f237","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":182,"box":{"x":59,"y":172,"width":873,"height":13}},{"id":"fc4d1c39-104d-4cd4-b248-9caf802221d8","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":182,"box":{"x":60,"y":188,"width":839,"height":12}},{"id":"c931e6a6-1115-42d1-b5fd-d65d9c47110a","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":182,"box":{"x":60,"y":203,"width":774,"height":12}},{"id":"eb26df85-5f6b-49e2-8f39-32c724f5973d","block_type":"box","text":"Excise Tax.","page_number":182,"box":{"x":60,"y":230,"width":76,"height":9}},{"id":"127df254-7e37-4bd0-8930-db721d3f75a4","block_type":"box","text":"A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":182,"box":{"x":145,"y":229,"width":717,"height":12}},{"id":"b7b54607-67ff-41b0-9736-17d2d208f509","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":182,"box":{"x":59,"y":244,"width":867,"height":13}},{"id":"c1dc4cd3-0921-4bb3-bb85-8fe76faa14aa","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":182,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"51ec2448-3de0-42c5-8afc-c950234f1f9a","block_type":"box","text":"gain net income retained by a Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":182,"box":{"x":59,"y":274,"width":848,"height":13}},{"id":"ab77cbf9-1537-470c-a0d6-219346ddcf05","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":182,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"12df11b6-a2a0-453c-a120-33221ea79dbe","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":182,"box":{"x":59,"y":305,"width":736,"height":12}},{"id":"1f150d62-a0af-4b3e-a3dc-a6e98bcdc65a","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":182,"box":{"x":60,"y":331,"width":226,"height":13}},{"id":"9b4a5f56-e731-42ec-a3e5-2a614a68127b","block_type":"box","text":"Net capital loss carryforwards for a Fund may be applied against any net realized capital","page_number":182,"box":{"x":296,"y":331,"width":612,"height":13}},{"id":"fe503eb0-b372-4b81-b2c1-58a4715a19cc","block_type":"box","text":"gains in each succeeding year for such Fund, until they have been reduced to zero. In the event that a Fund were to","page_number":182,"box":{"x":59,"y":346,"width":804,"height":13}},{"id":"c0f65221-f0e1-4ccf-a249-808183f76ffa","block_type":"box","text":"experience an ownership change as defined under the Internal Revenue Code, the loss carryforwards and other favorable tax","page_number":182,"box":{"x":59,"y":361,"width":873,"height":13}},{"id":"87458ba1-b429-465a-b9b1-002536fec7e0","block_type":"box","text":"attributes of a Fund, if any, may be subject to limitation. A Fund’s available capital loss carryforwards, if any, are set forth in","page_number":182,"box":{"x":59,"y":377,"width":857,"height":12}},{"id":"cc592bc8-ef8a-41d7-9688-6694324c1e78","block_type":"box","text":"the Funds’ annual shareholder reports for each fiscal year.","page_number":182,"box":{"x":59,"y":392,"width":404,"height":12}},{"id":"b8379164-783f-45a0-8de7-296452d26800","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":182,"box":{"x":58,"y":418,"width":216,"height":10}},{"id":"942f46eb-89c5-4a54-834c-746f049f22ba","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":182,"box":{"x":288,"y":418,"width":647,"height":12}},{"id":"9d635c24-7b8b-4c81-8547-348a0f4dffb6","block_type":"box","text":"Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or distribution","page_number":182,"box":{"x":59,"y":433,"width":862,"height":13}},{"id":"90fe69ab-c36a-433a-a643-8302ec4b1007","block_type":"box","text":"declared by a Fund in October, November or December of any calendar year and payable to shareholders of record on a","page_number":182,"box":{"x":59,"y":448,"width":834,"height":13}},{"id":"4d6c72b5-7dc9-48ef-b842-36113acbbe9d","block_type":"box","text":"specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar","page_number":182,"box":{"x":59,"y":463,"width":876,"height":13}},{"id":"90953755-b623-4615-9c74-40065ed4a254","block_type":"box","text":"year and to have been paid by the Fund not later than such December 31, provided such dividend is actually paid by the Fund","page_number":182,"box":{"x":59,"y":479,"width":875,"height":12}},{"id":"cc4a1cf7-f30d-452f-9821-80c0198d9ace","block_type":"box","text":"during January of the following calendar year.","page_number":182,"box":{"x":59,"y":494,"width":317,"height":12}},{"id":"9d98dac0-5092-4383-a5df-7999315eeae7","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":182,"box":{"x":60,"y":520,"width":860,"height":12}},{"id":"b3e228ef-b255-44a7-8424-07898dcb48df","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":182,"box":{"x":59,"y":535,"width":809,"height":13}},{"id":"dcf3de78-8409-405d-93aa-979f0cfa2c13","block_type":"box","text":"carryovers). However, if a Fund retains for investment an amount equal to all or a portion of its net long-term capital gains in","page_number":182,"box":{"x":59,"y":550,"width":871,"height":13}},{"id":"d6cf5633-f7f4-4c4a-b403-cf5a6e21e6af","block_type":"box","text":"excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a flat","page_number":182,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"4b264dec-50ad-4140-b043-7c0e9c73b93c","block_type":"box","text":"rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the applicable","page_number":182,"box":{"x":60,"y":581,"width":871,"height":12}},{"id":"c0b98be5-75d6-4655-bf16-c6efeb371034","block_type":"box","text":"tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as undistributed","page_number":182,"box":{"x":59,"y":596,"width":863,"height":12}},{"id":"477f80cb-de43-4b77-8286-18cbf63893f7","block_type":"box","text":"capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income tax purposes,","page_number":182,"box":{"x":59,"y":611,"width":877,"height":12}},{"id":"74625af7-78ce-411a-b175-a4e3cf5b73cf","block_type":"box","text":"as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their","page_number":182,"box":{"x":59,"y":626,"width":810,"height":12}},{"id":"beaa718f-bed6-41c4-bca2-79de4bb248b8","block_type":"box","text":"proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities,","page_number":182,"box":{"x":59,"y":641,"width":870,"height":12}},{"id":"db9c4642-7f24-4d12-b00f-b15b15ce853b","block_type":"box","text":"if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax","page_number":182,"box":{"x":60,"y":656,"width":875,"height":13}},{"id":"fc6529dd-04ad-44cb-8e45-b412f87efe2e","block_type":"box","text":"basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount in clause (a) over","page_number":182,"box":{"x":60,"y":671,"width":871,"height":13}},{"id":"d559a116-3133-4f4d-8023-c506189b1121","block_type":"box","text":"the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital gains will be","page_number":182,"box":{"x":59,"y":686,"width":824,"height":13}},{"id":"a42d294f-143d-4db2-baa4-22f31eb94095","block_type":"box","text":"entitled to a refund of their","page_number":182,"box":{"x":59,"y":702,"width":188,"height":9}},{"id":"252036b2-e937-4950-b20d-a71696995fe5","block_type":"box","text":"pro rata","page_number":182,"box":{"x":251,"y":703,"width":56,"height":11}},{"id":"64ad5044-2b10-4b3c-b3d8-1b74006efc6e","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or claims for refund","page_number":182,"box":{"x":312,"y":702,"width":616,"height":12}},{"id":"2cdd16d0-a93c-4e90-ab74-530e14b883c3","block_type":"box","text":"with the IRS.","page_number":182,"box":{"x":59,"y":717,"width":87,"height":9}},{"id":"c050145a-eaa2-4b56-824b-0e6b50c862e5","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that a Fund reports as capital gains dividends are taxable as long","page_number":182,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"d9bd567e-8839-4b3d-b23d-829a7a6dca44","block_type":"box","text":"term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the Fund.","page_number":182,"box":{"x":59,"y":758,"width":860,"height":13}},{"id":"058bf46f-45b1-4112-a3b1-81239c81b4f3","block_type":"box","text":"All other dividends of a Fund (including dividends from short-term capital gains) from its current and accumulated earnings","page_number":182,"box":{"x":59,"y":773,"width":869,"height":13}},{"id":"44c027a3-131e-4611-b37a-ecc8de426feb","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified","page_number":182,"box":{"x":59,"y":788,"width":822,"height":13}},{"id":"69da0a46-9663-48b4-a186-c3a3481852a7","block_type":"box","text":"dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate","page_number":182,"box":{"x":59,"y":804,"width":878,"height":12}},{"id":"f05959f1-470f-41a8-9a3b-8f0db44bfde5","block_type":"box","text":"shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":182,"box":{"x":59,"y":819,"width":604,"height":12}},{"id":"98584fe4-8cc4-41e4-ab41-9156599a5819","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":182,"box":{"x":60,"y":845,"width":857,"height":13}},{"id":"0d04b6d8-eeaa-4379-9525-c69533dc9b45","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":182,"box":{"x":59,"y":860,"width":847,"height":13}},{"id":"fff02d4e-bd58-45c6-9240-0b9883fc05b8","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":182,"box":{"x":59,"y":875,"width":849,"height":13}},{"id":"ab1884da-21a6-4012-82ff-1f68282bcf89","block_type":"box","text":"171","page_number":182,"box":{"x":488,"y":916,"width":20,"height":9}},{"id":"58877c59-df74-46f6-8bba-c277f3775083","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":183,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"4e0c9d7e-a756-4ee2-a348-7eec7fe1c8fa","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":183,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"ab26100f-671a-4620-b4a5-28f8e174cbea","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":183,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"3c8bafa1-c727-42a1-a152-399c1f0a141e","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":183,"box":{"x":59,"y":112,"width":559,"height":12}},{"id":"7fb4f3d3-bece-44ab-a50c-c7ce5ce136c6","block_type":"box","text":"Distributions in excess of a Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a","page_number":183,"box":{"x":60,"y":138,"width":868,"height":13}},{"id":"16fa4ee8-1676-49a8-9444-8048c1e930c4","block_type":"box","text":"tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the","page_number":183,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"d766a3db-b6cb-4eb6-a5d8-2326be45fbae","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":183,"box":{"x":59,"y":169,"width":802,"height":12}},{"id":"82693bb2-1eff-4d70-acc5-9a005d045f7b","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":183,"box":{"x":60,"y":184,"width":842,"height":12}},{"id":"1be044a4-c0a6-4267-becc-349e776f7796","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":183,"box":{"x":60,"y":199,"width":846,"height":12}},{"id":"85d33078-d35b-43f9-95b7-d0c82faa0c6c","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":183,"box":{"x":59,"y":214,"width":867,"height":12}},{"id":"362dca75-0627-419e-a8a9-713c6b6ac182","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":183,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"dc170a3b-7865-4501-b7c9-8673135312e4","block_type":"box","text":"such amount.","page_number":183,"box":{"x":59,"y":244,"width":96,"height":10}},{"id":"9b4fe0a8-8182-4077-a168-b6bfcedadcdc","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":183,"box":{"x":59,"y":271,"width":854,"height":12}},{"id":"6b2d57cd-049b-4ef6-a556-cee55447676a","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":183,"box":{"x":59,"y":286,"width":858,"height":12}},{"id":"d5953f97-67b5-4aeb-ab1c-aa61d1d87171","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":183,"box":{"x":59,"y":301,"width":268,"height":12}},{"id":"a101e282-0e2b-4cb9-b896-6247e35dc0d2","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":183,"box":{"x":60,"y":327,"width":851,"height":13}},{"id":"71ea412e-3f68-48d5-a389-557ae390abbd","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":183,"box":{"x":59,"y":343,"width":865,"height":12}},{"id":"2b45d304-4018-49a8-9a01-cb413543b929","block_type":"box","text":"may nevertheless be taxable to them. If a Fund is the holder of record of any security on the record date for any dividends","page_number":183,"box":{"x":60,"y":358,"width":848,"height":12}},{"id":"cd0ce76a-906f-4a13-975d-3d2a230bc7b1","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":183,"box":{"x":59,"y":373,"width":867,"height":12}},{"id":"8a532ffa-27e1-44cd-8b9a-4f43623ebd87","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":183,"box":{"x":60,"y":388,"width":698,"height":12}},{"id":"53779f8b-4b20-4651-b29b-66779c11bdf9","block_type":"box","text":"i.e.","page_number":183,"box":{"x":759,"y":389,"width":18,"height":9}},{"id":"2fbfa16a-3aa1-45c6-9cee-d2137e51ce53","block_type":"box","text":", the date on which a","page_number":183,"box":{"x":779,"y":388,"width":146,"height":11}},{"id":"582e7fc3-a5ef-4f50-b279-37c4a03a63c5","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":183,"box":{"x":60,"y":403,"width":865,"height":12}},{"id":"43732bdc-167f-421a-9352-1de222d16b33","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, a Fund may be required to pay dividends","page_number":183,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"812abc16-5306-49d2-8e25-9cacabc179d1","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":183,"box":{"x":60,"y":433,"width":861,"height":13}},{"id":"ea3e916c-1500-4477-b033-791522c33f4c","block_type":"box","text":"In certain situations, a Fund may, for a taxable year, defer all or a portion of its net capital loss (or if there is no net capital","page_number":183,"box":{"x":60,"y":460,"width":843,"height":12}},{"id":"94c87a6d-24db-433a-9d14-ed327d9dda18","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":183,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"ebf12d90-7b4c-4910-90f3-9917d6c99b5f","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":183,"box":{"x":59,"y":490,"width":856,"height":12}},{"id":"da4f836e-c8d8-41e3-adf3-15392e174ef3","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":183,"box":{"x":59,"y":505,"width":868,"height":12}},{"id":"15583127-f44f-43c1-a220-0156df49856c","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":183,"box":{"x":60,"y":520,"width":844,"height":12}},{"id":"222a32df-26a9-4603-9bb4-65f46679358c","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":183,"box":{"x":59,"y":535,"width":870,"height":13}},{"id":"18c40792-3400-4bc0-9c43-2b11dfbc4c52","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":183,"box":{"x":60,"y":550,"width":504,"height":13}},{"id":"eb6a83ed-33e2-415e-9ab3-e4711021f561","block_type":"box","text":"Sales of Shares.","page_number":183,"box":{"x":59,"y":577,"width":112,"height":10}},{"id":"1868df63-0493-43ea-aad4-9b1fb8b1f092","block_type":"box","text":"Upon the sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":183,"box":{"x":181,"y":577,"width":743,"height":12}},{"id":"277671d2-878d-4bfc-8377-9e0a7ff45d55","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by a Fund","page_number":183,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"1d5d38f2-1ac2-42ba-9bd9-24d610df0019","block_type":"box","text":"will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital assets","page_number":183,"box":{"x":59,"y":607,"width":875,"height":12}},{"id":"909f2e99-8e1e-4caa-9285-ff56e8dc6972","block_type":"box","text":"in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and short","page_number":183,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"c2d8bc37-0283-45a8-8117-9b93068b0c31","block_type":"box","text":"term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be disallowed","page_number":183,"box":{"x":59,"y":637,"width":862,"height":13}},{"id":"c24e5a9e-adda-45f9-9346-1f5b228c8f86","block_type":"box","text":"to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or capital gains","page_number":183,"box":{"x":59,"y":652,"width":874,"height":13}},{"id":"81e22e83-6831-459a-add5-87eb74a24795","block_type":"box","text":"distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period beginning 30 days","page_number":183,"box":{"x":59,"y":668,"width":861,"height":12}},{"id":"d39f1cd1-ae80-4e4d-ae89-7a9eb73fdde3","block_type":"box","text":"before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be","page_number":183,"box":{"x":60,"y":683,"width":809,"height":12}},{"id":"4e578791-8ce4-4a9f-8e30-df339ea3972a","block_type":"box","text":"increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by the shareholder","page_number":183,"box":{"x":60,"y":698,"width":870,"height":12}},{"id":"87b71a41-2415-47f1-a1b3-3ba87ee3c13a","block_type":"box","text":"for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the extent of any","page_number":183,"box":{"x":59,"y":713,"width":841,"height":12}},{"id":"b45d9f29-eb75-4aaa-9dd8-755018d9f43b","block_type":"box","text":"distributions or deemed distributions of long-term capital gains received by the shareholder with respect to such share. The","page_number":183,"box":{"x":59,"y":728,"width":866,"height":12}},{"id":"cddaf462-5ac5-4ea0-8266-1084c0f024e2","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":183,"box":{"x":59,"y":743,"width":558,"height":12}},{"id":"0911ccae-b01d-42f4-80ca-31aec2fefce0","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of a Fund, disposes of those shares within 90 days and then, on or","page_number":183,"box":{"x":60,"y":770,"width":863,"height":12}},{"id":"c0735b67-3838-4266-9a8d-46a0d58a9330","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":183,"box":{"x":60,"y":785,"width":853,"height":12}},{"id":"ea4fcdee-3d26-421e-943f-a4bbe8d3fe9f","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":183,"box":{"x":59,"y":800,"width":368,"height":12}},{"id":"3088d98f-4bb8-498a-bc36-4583599a9197","block_type":"box","text":"e.g.","page_number":183,"box":{"x":429,"y":803,"width":22,"height":9}},{"id":"c1c49b16-c1db-4ff5-91ce-7a81e8054367","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":183,"box":{"x":454,"y":800,"width":462,"height":12}},{"id":"0bfedee5-a02f-4c9a-bd07-7a08682ccbf4","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":183,"box":{"x":60,"y":815,"width":874,"height":12}},{"id":"31bce1c9-ec5a-4663-ab02-ee6bc079a3a5","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":183,"box":{"x":59,"y":830,"width":870,"height":12}},{"id":"ac39ff40-d0ad-4122-b1c7-e5abb1fef2ae","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":183,"box":{"x":59,"y":845,"width":840,"height":13}},{"id":"0ecb010f-ccdb-4a41-b876-c49f234285c7","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":183,"box":{"x":59,"y":860,"width":874,"height":13}},{"id":"8c52e3f6-83ba-4281-a86a-42ea39cd6fe9","block_type":"box","text":"mutual funds.","page_number":183,"box":{"x":60,"y":875,"width":96,"height":10}},{"id":"ac98706f-b3ac-4f23-b710-0854546f57a7","block_type":"box","text":"172","page_number":183,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"f20fea46-3af0-4499-bfce-fbf1e1466f32","block_type":"box","text":"Backup Withholding.","page_number":184,"box":{"x":60,"y":67,"width":149,"height":12}},{"id":"45595ce8-cc9c-4f70-9d83-630348edbe23","block_type":"box","text":"In certain cases, a Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury such","page_number":184,"box":{"x":219,"y":67,"width":707,"height":12}},{"id":"50b5f44b-3267-4231-8db4-95201e2921e8","block_type":"box","text":"amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer identification","page_number":184,"box":{"x":59,"y":82,"width":869,"height":12}},{"id":"88afb344-fcfd-473c-a75e-a6839e570712","block_type":"box","text":"number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to a Fund that such shareholder is not","page_number":184,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"d5b03bb8-9bd5-478a-acfa-6bcfee301a7e","block_type":"box","text":"subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).","page_number":184,"box":{"x":59,"y":112,"width":875,"height":12}},{"id":"893e2369-128b-4ddd-8198-34490ed2bc55","block_type":"box","text":"Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal","page_number":184,"box":{"x":60,"y":127,"width":852,"height":12}},{"id":"d08cf4b7-d298-49c8-a1b3-a6c93b018e6e","block_type":"box","text":"income tax liability.","page_number":184,"box":{"x":60,"y":142,"width":132,"height":13}},{"id":"ac4fdb1d-2bd6-42d2-a050-09ddb32b2b1e","block_type":"box","text":"Sections 351 and 362.","page_number":184,"box":{"x":59,"y":169,"width":159,"height":9}},{"id":"dd507480-8f4b-4726-b1f0-f47e350b1818","block_type":"box","text":"The Trust, on behalf of each Fund, has the right to reject an order for a purchase of shares of the","page_number":184,"box":{"x":227,"y":169,"width":675,"height":12}},{"id":"3d17b0ce-fdcd-4980-8d13-3b58d736ead0","block_type":"box","text":"Fund if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the","page_number":184,"box":{"x":60,"y":184,"width":824,"height":12}},{"id":"c55cb7ae-38b6-4aeb-b1b9-e4250d82c9e5","block_type":"box","text":"outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, that Fund would","page_number":184,"box":{"x":59,"y":199,"width":865,"height":12}},{"id":"5d2be681-9706-4d63-a065-edeafef57b5d","block_type":"box","text":"have a basis in the securities different from the market value of such securities on the date of deposit. If a Fund’s basis in","page_number":184,"box":{"x":60,"y":214,"width":840,"height":12}},{"id":"999e93d9-b066-498b-b34b-af6856ad5025","block_type":"box","text":"such securities on the date of deposit was less than market value on such date, the Fund, upon disposition of the securities,","page_number":184,"box":{"x":59,"y":229,"width":865,"height":12}},{"id":"3bbe9411-773c-4b64-88d4-84737334ea0d","block_type":"box","text":"would recognize more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is","page_number":184,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"a0f5c1eb-5494-455e-93fd-ae4c9f0a1b74","block_type":"box","text":"not anticipated that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting","page_number":184,"box":{"x":60,"y":259,"width":858,"height":13}},{"id":"9e5ab800-d882-45c6-a6e6-42c34470f606","block_type":"box","text":"the order could result in material adverse tax consequences to a Fund or its shareholders. The Trust also has the right to","page_number":184,"box":{"x":59,"y":274,"width":841,"height":13}},{"id":"490d4ee8-74ea-4269-a9dc-e7a2bcf9b1c9","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":184,"box":{"x":60,"y":290,"width":776,"height":12}},{"id":"68b3f16b-049e-47d0-a31b-9171eca73f4c","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":184,"box":{"x":58,"y":316,"width":225,"height":10}},{"id":"c7b1e3e3-381c-4b86-be71-1e8f01af84ef","block_type":"box","text":"A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":184,"box":{"x":292,"y":316,"width":612,"height":12}},{"id":"58fac596-8868-4a5c-9d17-f5a2e71152eb","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":184,"box":{"x":59,"y":331,"width":866,"height":13}},{"id":"1a11ddd3-6c1d-4a82-8618-ed24383303ce","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":184,"box":{"x":60,"y":346,"width":847,"height":13}},{"id":"28a17552-db4d-4640-b4f1-f5de707d8fd6","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":184,"box":{"x":59,"y":361,"width":790,"height":13}},{"id":"b4a515a2-c730-4d62-bf18-28f370eae266","block_type":"box","text":"i.e.","page_number":184,"box":{"x":850,"y":362,"width":17,"height":9}},{"id":"60beffa1-ba8a-480b-a0c8-342337891529","block_type":"box","text":", may","page_number":184,"box":{"x":870,"y":364,"width":37,"height":10}},{"id":"1f790ed0-e040-4eb7-8e8b-fad8f58d812c","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":184,"box":{"x":59,"y":377,"width":857,"height":12}},{"id":"cc7e9bbd-e9bf-4ff2-b688-d3ad39cb05a2","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":184,"box":{"x":59,"y":392,"width":855,"height":12}},{"id":"1ee7b254-d31f-44d6-877b-c0390e765245","block_type":"box","text":"(a) will require a Fund to mark-to-market certain types of the positions in its portfolio (","page_number":184,"box":{"x":60,"y":407,"width":606,"height":12}},{"id":"b8dfaa32-e04e-4280-8041-74a39a256bdf","block_type":"box","text":"i.e.","page_number":184,"box":{"x":668,"y":408,"width":17,"height":8}},{"id":"b9fc158f-e630-41e0-a696-9a29847ec9be","block_type":"box","text":", treat them as if they were closed","page_number":184,"box":{"x":688,"y":407,"width":234,"height":12}},{"id":"38ab95a2-a3f4-4077-90d3-97091a4a5b97","block_type":"box","text":"out at the end of each year) and (b) may cause a Fund to recognize income without receiving cash with which to pay","page_number":184,"box":{"x":59,"y":422,"width":820,"height":12}},{"id":"e1c7f93c-1d47-4cb6-9ab8-e3fa5e1372b9","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":184,"box":{"x":59,"y":437,"width":876,"height":12}},{"id":"e0f987ce-8df1-4d86-ad7b-f631375e94e3","block_type":"box","text":"taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":184,"box":{"x":59,"y":452,"width":878,"height":12}},{"id":"c0eb0ac7-e09e-4677-8cbd-b226c82eda8d","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":184,"box":{"x":60,"y":467,"width":816,"height":13}},{"id":"40346c63-bb40-4f97-ae81-f486ffd27a13","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of a Fund as a RIC.","page_number":184,"box":{"x":59,"y":482,"width":856,"height":13}},{"id":"2749006c-142d-4933-95c4-aefcf1ccfe24","block_type":"box","text":"A Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":184,"box":{"x":59,"y":509,"width":846,"height":12}},{"id":"32acf7e4-4854-4899-9ce6-5857d56a6201","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":184,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"88078906-97cc-4da3-9bde-c5b4c52facfe","block_type":"box","text":"Section 1256 contracts held by a Fund at the end of its taxable year are required to be marked to their market value, and any","page_number":184,"box":{"x":59,"y":539,"width":870,"height":12}},{"id":"5f99710c-7525-49af-95b0-9444be2c6355","block_type":"box","text":"unrealized gain or loss on those positions will be included in a Fund’s income as if each position had been sold for its fair","page_number":184,"box":{"x":60,"y":554,"width":843,"height":13}},{"id":"be0bf103-2c6f-42ee-8e11-26f23d909034","block_type":"box","text":"market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a","page_number":184,"box":{"x":60,"y":569,"width":843,"height":13}},{"id":"cca39dee-3a87-4541-a079-5993d987b386","block_type":"box","text":"Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as capital","page_number":184,"box":{"x":60,"y":584,"width":854,"height":13}},{"id":"b9e0d89d-87bb-4e1c-a4d2-12ca07241d56","block_type":"box","text":"assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be","page_number":184,"box":{"x":59,"y":600,"width":839,"height":12}},{"id":"0cb025d0-5d9c-49a5-8146-9a3e0cc2d0f2","block_type":"box","text":"treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss,","page_number":184,"box":{"x":59,"y":615,"width":860,"height":12}},{"id":"3a29ab2c-7605-49f0-b715-bd8cb461ec2e","block_type":"box","text":"regardless of the period of time the positions were actually held by a Fund.","page_number":184,"box":{"x":60,"y":630,"width":520,"height":12}},{"id":"df8b5872-afe1-4706-a76b-0243c97e36a3","block_type":"box","text":"As a result of entering into swap contracts, a Fund may make or receive periodic net payments. A Fund may also make or","page_number":184,"box":{"x":59,"y":656,"width":849,"height":13}},{"id":"d7f8b04e-9860-4592-8ef5-99153a76493d","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":184,"box":{"x":60,"y":671,"width":807,"height":13}},{"id":"2d94e97d-defa-4079-8b71-c7360550b845","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":184,"box":{"x":59,"y":686,"width":864,"height":13}},{"id":"88f45baa-1c2b-4a94-92f8-f9396e4a88f7","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for","page_number":184,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"954b0a16-2108-4c15-9288-cad7f65fb86d","block_type":"box","text":"more than one year). With respect to certain types of swaps, a Fund may be required to currently recognize income or loss","page_number":184,"box":{"x":60,"y":717,"width":855,"height":12}},{"id":"d8f78d94-8185-457f-960e-e9ffb433c51b","block_type":"box","text":"with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":184,"box":{"x":59,"y":732,"width":845,"height":12}},{"id":"d4312ae4-760e-4c89-9f38-b9522095608b","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":184,"box":{"x":59,"y":747,"width":369,"height":12}},{"id":"9834a20d-63ac-4090-a385-f30167ca4aef","block_type":"box","text":"Qualified Dividend Income.","page_number":184,"box":{"x":59,"y":773,"width":196,"height":11}},{"id":"d1d2c270-601d-4a94-92ce-8666cb7844f2","block_type":"box","text":"Distributions by a Fund of investment company taxable income (including any short-term","page_number":184,"box":{"x":265,"y":773,"width":627,"height":13}},{"id":"10dd26a1-b01b-4469-8378-e43ca18daf5b","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":184,"box":{"x":59,"y":788,"width":862,"height":13}},{"id":"ae03dd9a-0eb1-4f12-b130-7d0bc52ecfc5","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent a Fund receives qualified dividend income on the","page_number":184,"box":{"x":59,"y":804,"width":850,"height":12}},{"id":"93b74e46-03cc-4ed6-8bf2-b34aa2683ed2","block_type":"box","text":"securities it holds and a Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":184,"box":{"x":59,"y":819,"width":862,"height":12}},{"id":"b27bd353-af8a-4749-95c6-fe8757ce2370","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from U.S. REITs) and certain non-U.S. corporations (","page_number":184,"box":{"x":59,"y":834,"width":831,"height":12}},{"id":"2ffef19d-5ac9-4afd-ae55-640fa5e259a5","block_type":"box","text":"e.g.","page_number":184,"box":{"x":891,"y":837,"width":23,"height":9}},{"id":"bcc6d9fc-b229-4f2d-9c14-1ef1a8ac842c","block_type":"box","text":",","page_number":184,"box":{"x":916,"y":842,"width":2,"height":3}},{"id":"ada39614-e09e-4d7b-bb50-bfad4c80ef53","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":184,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"fa7ed13c-15b5-4311-848c-cb644560d9f9","block_type":"box","text":"173","page_number":184,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"d3a03cd5-86ba-4029-a8ca-e3f1e62ff918","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":185,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"b7815e8f-8a84-42d3-b9a3-7afdbf99baa1","block_type":"box","text":"U.S. (where the dividends are paid with respect to such stock)). Substitute payments received by a Fund for securities lent out","page_number":185,"box":{"x":60,"y":82,"width":878,"height":12}},{"id":"443e8b6f-a37e-4a7d-ab2a-ee3b802a6ad9","block_type":"box","text":"by a Fund will not be qualified dividend income.","page_number":185,"box":{"x":60,"y":97,"width":332,"height":12}},{"id":"20a9b5e9-74a3-48c8-9d48-4b3fd0ac12c0","block_type":"box","text":"A dividend from a Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":185,"box":{"x":59,"y":123,"width":855,"height":13}},{"id":"45b16cbc-c1fd-4c48-a06c-226103d93d2d","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":185,"box":{"x":59,"y":138,"width":838,"height":13}},{"id":"42314d18-c65b-4287-91e5-cc3fc7580d42","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or a Fund fails to satisfy those","page_number":185,"box":{"x":60,"y":154,"width":823,"height":12}},{"id":"79892866-b0ed-4a81-977e-45bb156ca230","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":185,"box":{"x":60,"y":169,"width":865,"height":12}},{"id":"36dd2115-7f34-4798-aee4-e2e7172ee92c","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":185,"box":{"x":60,"y":184,"width":860,"height":12}},{"id":"a8db3d29-7c8a-4bfe-beaf-7db840210a8c","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) a Fund or the","page_number":185,"box":{"x":59,"y":199,"width":846,"height":12}},{"id":"034f432d-43fa-40f4-9219-efab9f108bc4","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":185,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"b3924682-49a1-43cc-bc29-bdcb35e15b02","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":185,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"04c1f789-a994-4c39-b89e-318a3092001e","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by a Fund from a REIT or another RIC may be treated","page_number":185,"box":{"x":59,"y":244,"width":867,"height":13}},{"id":"94cdc1fa-47be-4d63-9bd3-7fb520c7bdeb","block_type":"box","text":"as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income","page_number":185,"box":{"x":59,"y":259,"width":826,"height":13}},{"id":"80c7549b-c41b-4c75-ad08-fa780ae25b79","block_type":"box","text":"received by such REIT or other RIC. It is expected that dividends received by a Fund from a REIT and distributed to a","page_number":185,"box":{"x":60,"y":274,"width":806,"height":13}},{"id":"b172e2d7-3b5e-4917-a2bf-c815312e198c","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":185,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"f65c979d-e20e-4d0e-9803-3052f8dfac4e","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":185,"box":{"x":59,"y":305,"width":864,"height":12}},{"id":"8aded590-30a3-4d03-bdb1-8855650b64b4","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":185,"box":{"x":60,"y":320,"width":876,"height":12}},{"id":"7c3b0308-9d71-481d-a08b-ed8810b5bbeb","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":185,"box":{"x":60,"y":335,"width":832,"height":12}},{"id":"2191dca2-80a0-4758-bad2-24d9c04ec161","block_type":"box","text":"applicable holding period requirements. Distributions by a Fund of its net short-term capital gains will be taxable as ordinary","page_number":185,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"41c8c209-4816-4e94-95e8-0a68232b0d1a","block_type":"box","text":"income.","page_number":185,"box":{"x":60,"y":366,"width":54,"height":9}},{"id":"d05d19af-9f77-47f0-a365-d24b92814f83","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":185,"box":{"x":59,"y":392,"width":300,"height":12}},{"id":"cbdeb08c-e8a8-4016-8d44-71f780137df0","block_type":"box","text":"Dividends paid by a Fund that are attributable to dividends received by the Fund","page_number":185,"box":{"x":369,"y":392,"width":558,"height":12}},{"id":"425f5cb9-59d8-427c-8f8e-9c77664e9c3b","block_type":"box","text":"from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day minimum","page_number":185,"box":{"x":59,"y":407,"width":847,"height":12}},{"id":"b292cd3d-4ce7-4a97-bf92-5c657bcdfa23","block_type":"box","text":"holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding period","page_number":185,"box":{"x":60,"y":422,"width":854,"height":12}},{"id":"320c5878-973e-4456-a15d-1025d7a3e695","block_type":"box","text":"during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk of loss","page_number":185,"box":{"x":59,"y":437,"width":870,"height":12}},{"id":"873e6eac-cab2-472a-9774-a7c70d337c7a","block_type":"box","text":"may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to be","page_number":185,"box":{"x":60,"y":452,"width":834,"height":12}},{"id":"a5909953-17c0-4881-a41a-e20c27e75598","block_type":"box","text":"eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to","page_number":185,"box":{"x":59,"y":467,"width":866,"height":13}},{"id":"6b8c13fb-5c02-4e3b-a1bf-1a4462864d73","block_type":"box","text":"the investment.","page_number":185,"box":{"x":59,"y":482,"width":107,"height":10}},{"id":"efdf8090-42bf-454e-b6ee-5679e91b033b","block_type":"box","text":"Excess Inclusion Income.","page_number":185,"box":{"x":60,"y":509,"width":179,"height":10}},{"id":"e8911e75-ab9b-4138-94ec-2865bce3367b","block_type":"box","text":"Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from","page_number":185,"box":{"x":249,"y":509,"width":651,"height":12}},{"id":"dae80a25-d41d-480e-aee6-89c501cd4f97","block_type":"box","text":"being realized by their respective tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could","page_number":185,"box":{"x":60,"y":524,"width":862,"height":12}},{"id":"fd5b7771-036a-4b4a-ba62-7f8389b4bf38","block_type":"box","text":"realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the","page_number":185,"box":{"x":60,"y":539,"width":859,"height":12}},{"id":"33e1fcfa-8ce5-41ba-9801-a8bb7c388e1b","block_type":"box","text":"tax-exempt shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received","page_number":185,"box":{"x":59,"y":554,"width":878,"height":13}},{"id":"ad7b9c88-172f-45a8-8cbc-9f5be6e4d22a","block_type":"box","text":"by a Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":185,"box":{"x":60,"y":569,"width":877,"height":13}},{"id":"673729df-0577-4939-b859-159fd8400392","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":185,"box":{"x":60,"y":584,"width":837,"height":13}},{"id":"b7898434-2da1-4c95-b9f6-ec37e4677f10","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":185,"box":{"x":60,"y":600,"width":836,"height":12}},{"id":"26ba51b4-4538-498f-9b35-06c1be212615","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":185,"box":{"x":60,"y":615,"width":867,"height":12}},{"id":"9d278820-624c-4cae-9356-b8f03ef2f8f7","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":185,"box":{"x":60,"y":630,"width":785,"height":12}},{"id":"2b8ad48c-4ee8-4062-9d2e-7e3447700ca2","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":185,"box":{"x":59,"y":645,"width":773,"height":12}},{"id":"c5230467-4ca9-47cb-aa7a-7d09cd755bb6","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":185,"box":{"x":59,"y":660,"width":859,"height":12}},{"id":"adb45d6b-a290-4d69-a43e-156ef6d099c5","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":185,"box":{"x":59,"y":675,"width":848,"height":12}},{"id":"6a073993-4d6c-4a4b-ba3c-0cef13be02c2","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":185,"box":{"x":61,"y":690,"width":367,"height":13}},{"id":"6239f00f-7364-4d47-92cb-66d0b616b03d","block_type":"box","text":"A Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but a Fund may not always be","page_number":185,"box":{"x":59,"y":717,"width":874,"height":12}},{"id":"02c42a99-8731-46a5-810e-c2743ddb6e42","block_type":"box","text":"successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or because a REIT","page_number":185,"box":{"x":59,"y":732,"width":868,"height":12}},{"id":"41cfb1e1-abea-4251-a33a-76b28b54b808","block_type":"box","text":"may change its investment program, a Fund may not be successful in avoiding the consequences described above.","page_number":185,"box":{"x":60,"y":747,"width":802,"height":12}},{"id":"8cb11d5e-f23f-4ac2-a515-7f95e92df5c2","block_type":"box","text":"Avoidance of investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive","page_number":185,"box":{"x":59,"y":762,"width":863,"height":12}},{"id":"76299bc7-7a75-4449-ad95-45f903fc6b68","block_type":"box","text":"investment opportunities.","page_number":185,"box":{"x":60,"y":778,"width":178,"height":12}},{"id":"93556af5-b9f9-4b8e-96ba-01bd889854e2","block_type":"box","text":"Non-U.S. Investments.","page_number":185,"box":{"x":60,"y":804,"width":158,"height":9}},{"id":"bb66836a-bdb9-4d97-b3c7-93612bc6db8b","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":185,"box":{"x":228,"y":804,"width":656,"height":12}},{"id":"ca427139-8a63-4df7-9735-da9d22859ebb","block_type":"box","text":"exchange rates between the time a Fund accrues income or receivables or expenses or other liabilities denominated in a non","page_number":185,"box":{"x":59,"y":819,"width":878,"height":12}},{"id":"cfe542b3-51cf-4e98-8a5b-039efcf221f8","block_type":"box","text":"U.S. currency and the time a Fund actually collects such income or pays such liabilities are generally treated as ordinary","page_number":185,"box":{"x":60,"y":834,"width":834,"height":12}},{"id":"e6e93ed7-d4d5-4c15-b080-edf8746e357c","block_type":"box","text":"income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988 gain (or","page_number":185,"box":{"x":60,"y":849,"width":850,"height":12}},{"id":"958b7b6a-16ae-49e4-8042-e22bb435a52c","block_type":"box","text":"loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":185,"box":{"x":60,"y":864,"width":811,"height":12}},{"id":"43f34e1d-7128-4786-8766-986bdcccb0e5","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":185,"box":{"x":60,"y":879,"width":829,"height":13}},{"id":"a3e074d4-45b7-408d-be1d-01306ec1b668","block_type":"box","text":"174","page_number":185,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"e67a05c4-bb24-4108-add3-5273e3de1bbc","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":186,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"3603f7b0-70f3-4eeb-bc71-431e2cc8cfc4","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":186,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"38727b66-82f2-4011-8ca1-ab2f2e1f9d1e","block_type":"box","text":"unless a Fund was to elect otherwise.","page_number":186,"box":{"x":60,"y":97,"width":260,"height":10}},{"id":"4b8ff52b-8c9f-4df2-8587-778d03a353c4","block_type":"box","text":"Each Fund may be subject to non-U.S. income taxes withheld at the source. Each Fund, if permitted to do so, may elect to","page_number":186,"box":{"x":60,"y":123,"width":850,"height":13}},{"id":"62258fde-773c-4019-9569-1d10501423ef","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":186,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"64b2d6bb-baf3-41ef-9629-53226e821110","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":186,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"de762895-4d8b-4d6a-a207-705508cfa997","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":186,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"915e06a6-9174-4e41-8b0b-200103bd8656","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":186,"box":{"x":59,"y":184,"width":645,"height":12}},{"id":"13a3ee20-469e-448a-b516-a592c1c865cb","block_type":"box","text":"pro rata","page_number":186,"box":{"x":708,"y":185,"width":56,"height":11}},{"id":"7787fdf7-b6ab-4867-adb5-5cc3dbb620be","block_type":"box","text":"share of the Fund’s","page_number":186,"box":{"x":769,"y":184,"width":133,"height":9}},{"id":"04259aa3-9f21-421e-8d5c-99bf0f042f07","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":186,"box":{"x":60,"y":199,"width":840,"height":12}},{"id":"a1f44244-7a4b-4af9-b0a1-5acd4f66cd12","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":186,"box":{"x":59,"y":214,"width":722,"height":12}},{"id":"834e6d4e-2404-4633-8401-376ae90b5d87","block_type":"box","text":"pro rata","page_number":186,"box":{"x":785,"y":215,"width":56,"height":11}},{"id":"8375851d-2cd6-4301-9ebc-49873bf50dd8","block_type":"box","text":"share of the","page_number":186,"box":{"x":846,"y":214,"width":82,"height":10}},{"id":"cf73cb9b-ab2d-40a9-a158-8d3c9a2aeef2","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":186,"box":{"x":60,"y":229,"width":876,"height":12}},{"id":"120bc654-0917-4cfe-a25f-21e93bb877ae","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":186,"box":{"x":60,"y":244,"width":877,"height":13}},{"id":"50f0a479-80a6-4730-9d33-27092b7cbb6f","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in a Fund in a year that the Fund elects to “pass","page_number":186,"box":{"x":59,"y":259,"width":841,"height":13}},{"id":"c31a6a7c-d233-4bf3-a85a-6b0118f5eadc","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":186,"box":{"x":59,"y":274,"width":855,"height":13}},{"id":"700ba6ce-1804-493f-b98d-4401772b0534","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":186,"box":{"x":60,"y":290,"width":875,"height":12}},{"id":"a9861d7f-8059-4a09-a6cc-cacffb286015","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":186,"box":{"x":59,"y":305,"width":860,"height":12}},{"id":"4bc58097-2a34-4007-9059-65559af5924a","block_type":"box","text":"non-U.S. taxes paid by a Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from non","page_number":186,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"ec8e0acb-33b6-4344-8d27-ec4c4bee9a7c","block_type":"box","text":"U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain limitations","page_number":186,"box":{"x":60,"y":335,"width":852,"height":12}},{"id":"d22c8a3c-f71f-41ec-9a8c-db189faf031e","block_type":"box","text":"will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned pursuant to","page_number":186,"box":{"x":59,"y":350,"width":850,"height":12}},{"id":"c226c33e-0aa3-476a-9802-7595da3f0e5f","block_type":"box","text":"securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by a Fund or to treat","page_number":186,"box":{"x":59,"y":365,"width":877,"height":13}},{"id":"a32648e1-7c8a-4f4d-8787-8e83934d52bb","block_type":"box","text":"Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale with respect to","page_number":186,"box":{"x":60,"y":380,"width":873,"height":13}},{"id":"4992c7c5-cef5-417b-8036-2af93828d524","block_type":"box","text":"shares of a Fund, substitute payments made to the lender of such shares may not be deductible under certain circumstances.","page_number":186,"box":{"x":59,"y":395,"width":878,"height":13}},{"id":"daf44716-1e0a-479e-9e67-27d969698519","block_type":"box","text":"Consult your financial intermediary or tax advisor.","page_number":186,"box":{"x":59,"y":411,"width":348,"height":12}},{"id":"403a4885-8127-4999-b2d3-5d50ae046979","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":186,"box":{"x":60,"y":438,"width":283,"height":11}},{"id":"7bde675e-bffb-4130-aaa2-e4189d90805a","block_type":"box","text":"If a Fund purchases shares in PFICs, it may be subject to U.S. federal income tax on","page_number":186,"box":{"x":353,"y":437,"width":578,"height":12}},{"id":"0e151985-ff14-441e-b403-0c2d49f3ae0d","block_type":"box","text":"a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":186,"box":{"x":59,"y":452,"width":834,"height":12}},{"id":"036f9edb-2289-4060-b2fc-645c07e13228","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in","page_number":186,"box":{"x":59,"y":467,"width":855,"height":13}},{"id":"5940020a-67a1-429b-b6a3-ec13c804a907","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":186,"box":{"x":60,"y":482,"width":454,"height":13}},{"id":"0c9f91dd-fdfb-4697-bcb1-2b909b5dc27d","block_type":"box","text":"If a Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code, in","page_number":186,"box":{"x":60,"y":509,"width":872,"height":12}},{"id":"73c20c0d-9baf-422f-9bba-3ae566546385","block_type":"box","text":"lieu of the foregoing requirements, a Fund might be required to include in income each year a portion of the ordinary","page_number":186,"box":{"x":60,"y":524,"width":817,"height":12}},{"id":"22c61bb8-5cc7-455d-a081-207fcbd50333","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to a Fund, and such amounts would be","page_number":186,"box":{"x":59,"y":539,"width":856,"height":12}},{"id":"3fcf6281-bf44-4204-8175-9e7669e78e42","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, a Fund would be","page_number":186,"box":{"x":59,"y":554,"width":874,"height":13}},{"id":"e702ee11-f7cf-412e-ad71-29bb55cf39f5","block_type":"box","text":"required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":186,"box":{"x":60,"y":569,"width":832,"height":13}},{"id":"bb41b2df-fab2-4853-9ca6-6a7d3e7dca77","block_type":"box","text":"obtain.","page_number":186,"box":{"x":59,"y":584,"width":47,"height":10}},{"id":"ab62d694-e083-4195-b2c9-51eb9fcdf318","block_type":"box","text":"Alternatively, a Fund may make a mark-to-market election that would result in a Fund being treated as if it had sold and","page_number":186,"box":{"x":59,"y":611,"width":838,"height":12}},{"id":"aac665ef-b5b6-4843-85d4-534d1eb90da2","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, a Fund would report any such gains as ordinary income and","page_number":186,"box":{"x":60,"y":626,"width":870,"height":12}},{"id":"409084a3-5065-41a2-822a-3f549edc35f2","block_type":"box","text":"would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":186,"box":{"x":59,"y":641,"width":847,"height":12}},{"id":"8581fb9d-22bc-4f05-af22-e2d9df9db358","block_type":"box","text":"separately for each PFIC owned by a Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":186,"box":{"x":59,"y":656,"width":822,"height":13}},{"id":"bd3408f3-eaa4-4da3-ab07-7897cdba100f","block_type":"box","text":"revoked with the consent of the IRS. By making the election, a Fund could potentially ameliorate the adverse tax","page_number":186,"box":{"x":60,"y":671,"width":783,"height":13}},{"id":"0bb793cc-6053-4804-b3b0-744e6f12cb9a","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":186,"box":{"x":59,"y":686,"width":830,"height":13}},{"id":"f577bfde-32db-4299-a92a-d4df2037ca42","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. A Fund may","page_number":186,"box":{"x":60,"y":702,"width":845,"height":12}},{"id":"b9038cd5-5df4-493e-b515-71871d49a7c8","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":186,"box":{"x":60,"y":717,"width":876,"height":12}},{"id":"ed8f03f0-84a9-487a-a1da-168e86df1f19","block_type":"box","text":"4% excise tax.","page_number":186,"box":{"x":59,"y":732,"width":99,"height":10}},{"id":"7d5e3dcc-7aa2-4061-9f36-ae892ebc56ba","block_type":"box","text":"A Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":186,"box":{"x":59,"y":758,"width":856,"height":13}},{"id":"d9df322f-ffe6-4e90-8267-2f6965a7b78c","block_type":"box","text":"effects of these rules.","page_number":186,"box":{"x":59,"y":773,"width":147,"height":10}},{"id":"8a7e7bdd-0bba-4393-941d-180814129044","block_type":"box","text":"Reporting.","page_number":186,"box":{"x":60,"y":800,"width":73,"height":12}},{"id":"2d85e83f-02b2-4c02-b085-f7d375284b42","block_type":"box","text":"If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual","page_number":186,"box":{"x":143,"y":800,"width":720,"height":12}},{"id":"9864b1ee-3fd0-4760-87f9-80d18dc78abe","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":186,"box":{"x":59,"y":815,"width":872,"height":12}},{"id":"51f6c9dd-bbe3-4400-a124-23bfd4b9816b","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":186,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"3b2b9bd8-a66a-49b6-945a-9ce618f805de","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":186,"box":{"x":60,"y":845,"width":797,"height":13}},{"id":"743212c7-1081-4ba6-869f-2af441ffd7e0","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":186,"box":{"x":60,"y":860,"width":850,"height":13}},{"id":"656d96d7-2709-455d-82ab-1b24734ddf04","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":186,"box":{"x":59,"y":875,"width":868,"height":13}},{"id":"909b787e-63ec-4342-964d-1a89023beca3","block_type":"box","text":"175","page_number":186,"box":{"x":488,"y":916,"width":22,"height":9}},{"id":"b9e292aa-6f8d-4464-a65b-fa3eb4e98097","block_type":"box","text":"Other Taxes.","page_number":187,"box":{"x":59,"y":67,"width":89,"height":9}},{"id":"229e6dea-d964-4212-94df-66957b7e266b","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":187,"box":{"x":158,"y":67,"width":759,"height":12}},{"id":"9a80a025-82b7-4b4c-b8bc-34082d52f35f","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":187,"box":{"x":59,"y":82,"width":413,"height":12}},{"id":"f930c44a-8ba2-49b6-bc3d-7c090f4f6ab0","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":187,"box":{"x":58,"y":108,"width":253,"height":10}},{"id":"532b0cc8-c0d7-463c-9ef1-a9d37f28fb92","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":187,"box":{"x":321,"y":108,"width":607,"height":13}},{"id":"9d6557ae-021c-41b3-9d5e-9e58e1e773e5","block_type":"box","text":"tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment income","page_number":187,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"db090c25-3e44-46cd-a1e5-7a25e72932c6","block_type":"box","text":"and short-term capital gains. Dividends paid by a Fund from net tax-exempt income or long-term capital gains are generally","page_number":187,"box":{"x":59,"y":138,"width":869,"height":13}},{"id":"412cfe85-7166-4a07-a545-1961cbee0ea5","block_type":"box","text":"not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required","page_number":187,"box":{"x":60,"y":154,"width":869,"height":12}},{"id":"dbe9a369-17e8-46fb-aa57-18161be5cdcf","block_type":"box","text":"to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits under a treaty. The withholding","page_number":187,"box":{"x":59,"y":169,"width":864,"height":12}},{"id":"dc11310c-5c1b-40e1-8258-ee1d8c56496a","block_type":"box","text":"tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS Form W-8ECI, certifying that the","page_number":187,"box":{"x":59,"y":184,"width":868,"height":12}},{"id":"0d1ec7ac-faf0-4a37-a2b4-134feb54ffe5","block_type":"box","text":"dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the U.S. Instead,","page_number":187,"box":{"x":59,"y":199,"width":853,"height":12}},{"id":"9d4c01c7-6980-49a1-afb8-606e43cdea36","block_type":"box","text":"the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S.","page_number":187,"box":{"x":59,"y":214,"width":828,"height":12}},{"id":"5e1a3619-dda3-463b-9181-fba4f07a0bb5","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":187,"box":{"x":59,"y":229,"width":837,"height":12}},{"id":"a5011002-bc5f-4a8b-b56c-dc6fea35cf1d","block_type":"box","text":"profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN,","page_number":187,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"d4d0694d-1a88-41ed-a272-d8a7841196d6","block_type":"box","text":"IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the appropriate rate.","page_number":187,"box":{"x":60,"y":259,"width":751,"height":13}},{"id":"2d873113-48e9-4e2d-9d74-a25d3764b1eb","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a","page_number":187,"box":{"x":60,"y":286,"width":845,"height":12}},{"id":"0ce360a2-1516-4d7c-ba48-0f801535fe34","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":187,"box":{"x":60,"y":301,"width":827,"height":12}},{"id":"7d026a9f-5581-4fef-b43b-e5989ebc9ef8","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":187,"box":{"x":60,"y":316,"width":834,"height":12}},{"id":"cad84836-afa7-4fa1-a429-c79a1cfb99e9","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of a Fund’s “qualified short-term","page_number":187,"box":{"x":59,"y":331,"width":853,"height":13}},{"id":"cee7d8f2-481f-47ea-8afa-03fbefa26b52","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":187,"box":{"x":59,"y":346,"width":866,"height":13}},{"id":"cf5a16bd-9c20-46ba-a806-076e825e5146","block_type":"box","text":"taxable year). However, depending on its circumstances, a Fund may report all, some or none of its potentially eligible","page_number":187,"box":{"x":59,"y":361,"width":822,"height":13}},{"id":"8a281921-22a3-4aa1-939a-78ca06de3859","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":187,"box":{"x":59,"y":377,"width":871,"height":12}},{"id":"79fb1cc8-1a4a-4cf3-af96-f0a08a2c49a1","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":187,"box":{"x":59,"y":392,"width":857,"height":12}},{"id":"b2cbc414-9f29-46c7-876f-20595d142eb9","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":187,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"49ba1965-bfff-41f8-a5dd-6ddba3df61e6","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":187,"box":{"x":59,"y":422,"width":839,"height":12}},{"id":"cfae4231-97ac-4d3d-96d4-d9d2f641a344","block_type":"box","text":"intermediary, the intermediary may withhold even if a Fund reports the payment as qualified net interest income or qualified","page_number":187,"box":{"x":60,"y":437,"width":867,"height":12}},{"id":"d3487f3a-c955-4a04-8f97-6ebbca956ae7","block_type":"box","text":"short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these","page_number":187,"box":{"x":59,"y":452,"width":855,"height":12}},{"id":"759bd384-351a-45e4-bdf8-1aa5e4b96ba0","block_type":"box","text":"rules to their accounts.","page_number":187,"box":{"x":60,"y":467,"width":159,"height":10}},{"id":"32de3a79-454b-41d0-b860-a54e9e442722","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":187,"box":{"x":59,"y":494,"width":862,"height":12}},{"id":"48329f59-2713-434f-b7b9-6ad0045d136c","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":187,"box":{"x":60,"y":509,"width":864,"height":12}},{"id":"ba38cd12-0914-4b85-bb19-729440afa8db","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":187,"box":{"x":60,"y":524,"width":849,"height":12}},{"id":"7e9bd1ef-e8af-4057-8b90-3e4026f0f789","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":187,"box":{"x":60,"y":539,"width":870,"height":12}},{"id":"715b95da-11a0-4db7-816c-86db063b584f","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":187,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"6631369b-3f98-4619-b606-c1c5159ce2c9","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":187,"box":{"x":59,"y":569,"width":835,"height":13}},{"id":"4cbfee98-6fbb-4814-ac6c-4b9c23a1b1c6","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":187,"box":{"x":60,"y":584,"width":822,"height":13}},{"id":"cb756aad-12ff-4b8a-9fdb-b8c89f6c44c5","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":187,"box":{"x":59,"y":600,"width":726,"height":12}},{"id":"1ed97628-bc39-40dc-9da6-e38d7d5dfda8","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":187,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"536997df-0a5a-40bf-902f-ccd1349a178a","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":187,"box":{"x":59,"y":641,"width":860,"height":12}},{"id":"ee4e03e7-0b38-443a-bbd9-9334cc46bce7","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":187,"box":{"x":59,"y":656,"width":881,"height":13}},{"id":"bca1e8f8-3cf6-4266-8b49-4c715e1a52bc","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":187,"box":{"x":59,"y":671,"width":858,"height":13}},{"id":"d67f75b6-15bd-4c12-914f-eac14c66b828","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":187,"box":{"x":59,"y":686,"width":871,"height":13}},{"id":"97aca640-8d48-4a5c-a1fe-d62932d1d20f","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":187,"box":{"x":59,"y":702,"width":664,"height":12}},{"id":"1bf2b4c6-2a41-40f7-afd1-8fc2f0cd3918","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":187,"box":{"x":59,"y":728,"width":874,"height":12}},{"id":"3b330ee0-51c0-44ee-b3e3-e52e7ef7c708","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":187,"box":{"x":59,"y":743,"width":539,"height":12}},{"id":"8a66205a-970e-40a2-8dc2-5f62cf8246f3","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":187,"box":{"x":59,"y":770,"width":825,"height":12}},{"id":"d5b16adb-361f-46b2-ae41-98beac2108c6","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":187,"box":{"x":59,"y":785,"width":451,"height":12}},{"id":"299940e9-65aa-4883-9758-0bbe7643df65","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":187,"box":{"x":59,"y":811,"width":870,"height":13}},{"id":"5648d946-c1db-4bbb-817e-357591f07869","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":187,"box":{"x":59,"y":826,"width":821,"height":13}},{"id":"504edf67-fd7d-4d77-b906-0a66777cb6cb","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":187,"box":{"x":60,"y":841,"width":866,"height":13}},{"id":"8f2b831a-3420-46b2-9ff9-4edec5bafa53","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":187,"box":{"x":59,"y":857,"width":847,"height":12}},{"id":"b142ecc1-6795-4ab6-9f9d-d8a1927fd6e2","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":187,"box":{"x":60,"y":872,"width":840,"height":12}},{"id":"cb19a930-ef65-4dfa-b2bf-0365a3791003","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":187,"box":{"x":59,"y":887,"width":818,"height":12}},{"id":"9dd56296-f95f-4a5d-bd9a-69f070abc5ae","block_type":"box","text":"176","page_number":187,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"1d77c0d1-353b-456e-bc7d-9249b3c3668f","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":188,"box":{"x":59,"y":67,"width":830,"height":12}},{"id":"67a5c022-bd44-4be7-a805-e2bc70409cd4","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":188,"box":{"x":59,"y":82,"width":861,"height":12}},{"id":"57be9c84-a385-4088-bb9b-712a596d2c00","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":188,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"53c9d0d4-c573-499a-9849-cbe3f4bd42ae","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":188,"box":{"x":59,"y":112,"width":874,"height":12}},{"id":"a30d9af5-13e2-485b-a0d5-4ff9e379c447","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":188,"box":{"x":60,"y":127,"width":849,"height":12}},{"id":"a71e114e-54cd-4ad6-a92c-4c08ad47e347","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":188,"box":{"x":59,"y":142,"width":863,"height":13}},{"id":"01669efd-118d-4894-9093-25d98b81fe92","block_type":"box","text":"unless certain exceptions apply.","page_number":188,"box":{"x":60,"y":157,"width":220,"height":13}},{"id":"c5f234a3-a02d-40fd-a065-4490fb8ca146","block_type":"box","text":"Shares of a Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.","page_number":188,"box":{"x":59,"y":184,"width":857,"height":12}},{"id":"2044df9d-0b0f-40a1-a96d-4bd1316fb926","block_type":"box","text":"estate tax.","page_number":188,"box":{"x":59,"y":200,"width":71,"height":9}},{"id":"044db499-3340-47b8-a29d-5594e46b835b","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":188,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"0af4f034-b82b-491f-9cf9-77f23cba4d72","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":188,"box":{"x":59,"y":240,"width":864,"height":13}},{"id":"c9cfe058-ac28-412d-98a5-85ae269be55b","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":188,"box":{"x":59,"y":256,"width":875,"height":12}},{"id":"72ba8277-8279-4695-8377-6cf2c9193b7f","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":188,"box":{"x":60,"y":271,"width":782,"height":12}},{"id":"4126b815-5eba-4cb8-a874-a5cc443ee306","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":188,"box":{"x":60,"y":286,"width":826,"height":12}},{"id":"ae6e831f-08fe-46f0-8450-9cb956982494","block_type":"box","text":"discussed above, and such changes often occur.","page_number":188,"box":{"x":59,"y":301,"width":337,"height":12}},{"id":"d7443622-40fa-457d-a6ca-eca701156209","block_type":"box","text":"Financial Statements","page_number":188,"box":{"x":62,"y":332,"width":348,"height":23}},{"id":"63c02bd6-bbbe-4b32-b370-87b06ca1d081","block_type":"box","text":"Each Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":188,"box":{"x":60,"y":373,"width":855,"height":12}},{"id":"e825f7d9-c26a-4a41-a991-b5e74546dc24","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":188,"box":{"x":60,"y":388,"width":857,"height":12}},{"id":"ae088698-7a63-4b4f-9ef1-7d31951e8b33","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. Each Fund’s Form N-CSR is","page_number":188,"box":{"x":60,"y":403,"width":824,"height":12}},{"id":"34eb5285-87d3-414a-9420-06d8338aa889","block_type":"box","text":"located here","page_number":188,"box":{"x":60,"y":418,"width":85,"height":10}},{"id":"7a6ff7b2-6026-41e6-99e2-871eb46fca8d","block_type":"box","text":"1","page_number":188,"box":{"x":147,"y":416,"width":3,"height":6}},{"id":"bf97e457-3e6d-4458-9561-61f42d2b6122","block_type":"box","text":", here","page_number":188,"box":{"x":153,"y":418,"width":37,"height":11}},{"id":"551c569d-888c-4928-8a0e-77f6452eb1da","block_type":"box","text":"2","page_number":188,"box":{"x":192,"y":416,"width":5,"height":6}},{"id":"becf15f5-92bb-47e5-b42f-567451602530","block_type":"box","text":"or here","page_number":188,"box":{"x":202,"y":418,"width":49,"height":10}},{"id":"68613342-2c06-4aa4-bf5b-4d02dec2dffc","block_type":"box","text":"3","page_number":188,"box":{"x":252,"y":416,"width":6,"height":6}},{"id":"3e8c472d-629b-4232-8816-5fda99f781e5","block_type":"box","text":". A copy of each Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial","page_number":188,"box":{"x":259,"y":418,"width":679,"height":12}},{"id":"e3981e71-770a-4f06-9aed-7df6bbb33fe0","block_type":"box","text":"Statements may be obtained without charge as described on the cover page of this SAI.","page_number":188,"box":{"x":59,"y":433,"width":613,"height":13}},{"id":"426a3867-a1e1-4788-8bdf-653389292e6e","block_type":"box","text":"1","page_number":188,"box":{"x":89,"y":466,"width":2,"height":4}},{"id":"9654b93a-5dbf-4bed-beb3-822a33192674","block_type":"box","text":"Form N-CSR for iShares Core S&P Mid-Cap ETF, iShares Core S&P Small-Cap ETF, iShares Core S&P U.S. Growth ETF, iShares Core S&P U.S. Value ETF,","page_number":188,"box":{"x":104,"y":467,"width":830,"height":10}},{"id":"0d3edad2-fcc6-4629-94e5-a08f3ba5b1ec","block_type":"box","text":"iShares ESG Select Screened S&P 500 ETF, iShares ESG Select Screened S&P Mid-Cap ETF, iShares ESG Select Screened S&P Small-Cap ETF, iShares","page_number":188,"box":{"x":103,"y":479,"width":820,"height":10}},{"id":"e12288fb-563f-452e-b44e-1d777a1b2ba1","block_type":"box","text":"Mortgage Real Estate ETF, iShares MSCI USA Quality GARP ETF, iShares Preferred and Income Securities ETF, iShares Residential and Multisector Real","page_number":188,"box":{"x":103,"y":492,"width":834,"height":10}},{"id":"31795fee-9c77-4aea-b51b-3d3dd6073b13","block_type":"box","text":"Estate ETF, iShares Russell 3000 ETF, iShares Russell Mid-Cap Value ETF, iShares Russell Top 200 ETF, iShares Russell Top 200 Growth ETF, iShares","page_number":188,"box":{"x":104,"y":504,"width":814,"height":10}},{"id":"49c8ba88-469c-4875-bb62-0e9c59500e1f","block_type":"box","text":"Russell Top 200 Value ETF, iShares S&P 100 ETF, iShares S&P 500 Growth ETF, iShares S&P 500 Value ETF and iShares S&P Small-Cap 600 Value ETF.","page_number":188,"box":{"x":104,"y":517,"width":827,"height":10}},{"id":"2f38d5a2-3d51-4c65-a270-a5f259dfd12e","block_type":"box","text":"2","page_number":188,"box":{"x":88,"y":531,"width":5,"height":5}},{"id":"6d32b311-6d7c-44b5-9ecc-9a40835d1f7d","block_type":"box","text":"Form N-CSR for iShares Europe ETF, iShares International Developed Small Cap Value Factor ETF, iShares JPX-Nikkei 400 ETF, iShares Russell 1000","page_number":188,"box":{"x":104,"y":532,"width":813,"height":10}},{"id":"409275b3-db66-4e9d-82f4-9d8ff916ff26","block_type":"box","text":"ETF, iShares Russell 1000 Growth ETF, iShares Russell 1000 Value ETF, iShares Texas Equity ETF, iShares U.S. Aerospace & Defense ETF, iShares U.S.","page_number":188,"box":{"x":104,"y":545,"width":818,"height":10}},{"id":"a7e5e381-41f5-4ee5-adbf-ecc5ff7e798a","block_type":"box","text":"Broker-Dealers & Securities Exchanges ETF, iShares U.S. Healthcare Providers ETF, iShares U.S. Home Construction ETF, iShares U.S. Infrastructur","page_number":188,"box":{"x":104,"y":557,"width":807,"height":10}},{"id":"2558c0b6-dad5-4065-a93b-266981ab4da5","block_type":"box","text":"e","page_number":188,"box":{"x":911,"y":560,"width":5,"height":5}},{"id":"e20cb2f6-7592-467c-a398-be8262017a3a","block_type":"box","text":"ETF, iShares U.S. Insurance ETF, iShares U.S. Manufacturing ETF, iShares U.S. Medical Devices ETF, iShares U.S. Oil & Gas Exploration & Production","page_number":188,"box":{"x":104,"y":570,"width":812,"height":10}},{"id":"38c39369-95ba-4cb5-933f-7e14ebf9f961","block_type":"box","text":"ETF, iShares U.S. Oil Equipment & Services ETF, iShares U.S. Pharmaceuticals ETF, iShares U.S. Real Estate ETF, iShares U.S. Regional Banks ETF,","page_number":188,"box":{"x":104,"y":583,"width":793,"height":9}},{"id":"2378273a-b710-4c83-8b1a-350a7f4bf288","block_type":"box","text":"iShares U.S. Telecommunications ETF and iShares US Small Cap Value Factor ETF.","page_number":188,"box":{"x":103,"y":595,"width":455,"height":10}},{"id":"f7cb0c11-c8e4-4ec9-933d-e9bc77d92a77","block_type":"box","text":"3","page_number":188,"box":{"x":88,"y":609,"width":5,"height":5}},{"id":"60949d3b-0c35-4c0f-be8c-e52fced0ce70","block_type":"box","text":"Form N-CSR for iShares Biotechnology ETF, iShares Core S&P Total U.S. Stock Market ETF, iShares Expanded Tech Sector ETF, iShares Expanded","page_number":188,"box":{"x":104,"y":610,"width":800,"height":10}},{"id":"ab0753a4-e693-467f-bf73-e17fc335e504","block_type":"box","text":"Tech-Software Sector ETF, iShares Micro-Cap ETF, iShares Nasdaq-100 ex Top 30 ETF, iShares Nasdaq Top 30 Stocks ETF, iShares North American","page_number":188,"box":{"x":103,"y":623,"width":813,"height":10}},{"id":"4df1362b-99ef-4acb-b9f1-1d22abd51cbd","block_type":"box","text":"Natural Resources ETF, iShares Russell 2000 ETF, iShares Russell 2000 Growth ETF, iShares Russell 2000 Value ETF, iShares Russell Mid-Cap ETF,","page_number":188,"box":{"x":103,"y":635,"width":804,"height":10}},{"id":"3d468364-798c-4040-9c82-7e4a5e464240","block_type":"box","text":"iShares Russell Mid-Cap Growth ETF, iShares S&P 500 3% Capped ETF, iShares S&P 500 ex S&P 100 ETF, iShares S&P Mid-Cap 400 Growth ETF,","page_number":188,"box":{"x":103,"y":648,"width":802,"height":10}},{"id":"b9b2f893-f8f8-4b1d-9571-bafa1493fc6f","block_type":"box","text":"iShares S&P Mid-Cap 400 Value ETF, Shares S&P Small-Cap 600 Growth ETF, iShares Semiconductor ETF, iShares Top 20 U.S. Stocks ETF and iShares","page_number":188,"box":{"x":103,"y":661,"width":831,"height":10}},{"id":"f238e510-06cf-4121-a950-34f65f37e2df","block_type":"box","text":"U.S. Digital Infrastructure and Real Estate ETF.","page_number":188,"box":{"x":103,"y":673,"width":255,"height":10}},{"id":"ee73defd-d0a3-40af-b6a8-774221a265c5","block_type":"box","text":"Miscellaneous Information","page_number":188,"box":{"x":61,"y":701,"width":445,"height":23}},{"id":"3b56cca8-06e2-4087-bf38-a3fe8b2b96c7","block_type":"box","text":"Counsel.","page_number":188,"box":{"x":59,"y":742,"width":61,"height":10}},{"id":"017c083e-2fd3-4ce1-9ef8-0df2ed5ff6df","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":188,"box":{"x":129,"y":742,"width":733,"height":12}},{"id":"8f724935-299d-4ce8-a22f-21cf7950f21f","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":188,"box":{"x":60,"y":768,"width":349,"height":13}},{"id":"b9fd7349-f173-4886-80bc-817428f8000d","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":188,"box":{"x":419,"y":768,"width":488,"height":13}},{"id":"d3ac4890-3adb-4e2f-b0bf-f7320962b72f","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":188,"box":{"x":59,"y":783,"width":868,"height":13}},{"id":"06d19e73-d589-4e52-b618-0c92ba1d2977","block_type":"box","text":"financial statements, and may perform other services.","page_number":188,"box":{"x":59,"y":799,"width":376,"height":12}},{"id":"8428f84e-9268-480e-880c-b859fc79cea9","block_type":"box","text":"Shareholder Communications to the Board.","page_number":188,"box":{"x":59,"y":825,"width":312,"height":10}},{"id":"b48fb2a6-556b-430b-96ac-37b8acc143e3","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":188,"box":{"x":380,"y":825,"width":555,"height":12}},{"id":"791cfa3d-0844-4adf-95ef-b4c44b5f08b1","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":188,"box":{"x":60,"y":840,"width":863,"height":12}},{"id":"c84c8518-fc28-4c0f-9a21-1a7a37b48408","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":188,"box":{"x":60,"y":855,"width":796,"height":12}},{"id":"a2ba2082-d800-4b28-ae42-152ffaeb5830","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":188,"box":{"x":59,"y":870,"width":868,"height":13}},{"id":"7dbf93c3-fbe3-4ea2-921e-16ef5992dafe","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":188,"box":{"x":60,"y":886,"width":863,"height":12}},{"id":"f88b56a7-3054-4e3e-9c24-f4cddb001cb5","block_type":"box","text":"177","page_number":188,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"8397f5c5-3c89-4970-a10b-9aa027f4660f","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":189,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"f3ba1ef7-07a2-4c43-91e7-0e4b29a57010","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":189,"box":{"x":60,"y":82,"width":866,"height":12}},{"id":"23136d0b-a177-43a0-89dd-badf01e55acb","block_type":"box","text":"Trust and reported to the Board.","page_number":189,"box":{"x":59,"y":97,"width":224,"height":12}},{"id":"847a4c3d-c6f9-43f8-b712-5092488c4fad","block_type":"box","text":"Regulation Under the Alternative Investment Fund Managers Directive.","page_number":189,"box":{"x":60,"y":123,"width":508,"height":13}},{"id":"fbae251e-335e-4aac-af72-bb99b4514179","block_type":"box","text":"The Alternative Investment Fund Managers","page_number":189,"box":{"x":577,"y":123,"width":304,"height":13}},{"id":"6694f6f3-b664-48dd-ae46-d9ca1d87f76d","block_type":"box","text":"Directive (“AIFMD”) imposes detailed and prescriptive obligations on fund managers established in the EU (“EU Operative","page_number":189,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"ea5dcfc8-2ea1-45ce-8e53-75463a554c1a","block_type":"box","text":"Provisions”). These do not currently apply to managers established outside of the EU, such as BFA. Rather, non-EU managers","page_number":189,"box":{"x":60,"y":154,"width":873,"height":12}},{"id":"4d6ff697-41af-4532-8153-6bc4764f9ab7","block_type":"box","text":"are only required to comply with certain disclosure, reporting and transparency obligations of AIFMD (“AIFMD Disclosure","page_number":189,"box":{"x":59,"y":169,"width":849,"height":12}},{"id":"5fbc1a6b-7d54-4305-8bcd-14bf7a3a276a","block_type":"box","text":"Provisions”) if such managers market a fund to EU investors.","page_number":189,"box":{"x":60,"y":184,"width":422,"height":12}},{"id":"f2b14dac-eeaf-4264-8ab3-a739abbaeb71","block_type":"box","text":"Where the AIFMD Disclosure Provisions relate to EU Operative Provisions that do not apply to BFA, no meaningful disclosure","page_number":189,"box":{"x":59,"y":210,"width":870,"height":13}},{"id":"c99df103-9d9e-4e78-88b5-33d9656c36ac","block_type":"box","text":"can be made. These EU Operative Provisions include prescriptive rules on: measuring and capping leverage in line with","page_number":189,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"a7cc087e-814d-4f46-8fe9-c28df001f94e","block_type":"box","text":"known European standards; the treatment of investors; the use of “depositaries”; and coverage for professional liability risks.","page_number":189,"box":{"x":60,"y":240,"width":868,"height":13}},{"id":"ed536da7-cd5e-4326-aa89-887273f6a127","block_type":"box","text":"AIFMD imposes certain conditions on the marketing of funds, such as the Funds, to EU investors. AIFMD requires that an","page_number":189,"box":{"x":59,"y":267,"width":847,"height":12}},{"id":"a7af6f4f-28a3-447f-a2bb-e347d31f94ea","block_type":"box","text":"‘alternative investment fund manager’ (“AIFM”) be identified to meet such conditions where such marketing is sought. For","page_number":189,"box":{"x":59,"y":282,"width":858,"height":12}},{"id":"176e8c9a-9872-4202-bf24-f3ecd6f915bb","block_type":"box","text":"these purposes BFA, as the legal entity responsible for performing the portfolio and risk management of the Funds, shall be","page_number":189,"box":{"x":59,"y":297,"width":862,"height":13}},{"id":"abf21f85-3ec4-4e1d-a54f-eab0148a3071","block_type":"box","text":"the AIFM.","page_number":189,"box":{"x":59,"y":312,"width":67,"height":10}},{"id":"ce7a5696-b49e-4f2c-a255-677ea6d09737","block_type":"box","text":"AIFMD requires disclosure on an ongoing basis of certain information relating to the use of special arrangements, leverage,","page_number":189,"box":{"x":59,"y":339,"width":861,"height":12}},{"id":"62394cb2-0afa-4314-b8c3-9c051c1c2054","block_type":"box","text":"rights of reuse of collateral, guarantees granted under leverage arrangements and the use of gates, side pockets and similar","page_number":189,"box":{"x":60,"y":354,"width":864,"height":12}},{"id":"940c50c1-f53c-4f14-8e1f-03d84d80a47f","block_type":"box","text":"liquidity management tools. Given that the Funds do not use any special arrangements or allow for collateral reuse, it is not","page_number":189,"box":{"x":60,"y":369,"width":862,"height":12}},{"id":"844e4942-245a-4320-9ea4-d78c83bcc3b7","block_type":"box","text":"intended that such disclosures will need to be made by the Funds. Each Fund will, however, to the extent relevant and","page_number":189,"box":{"x":60,"y":384,"width":821,"height":12}},{"id":"3faaf5cb-4d89-4a8c-8d87-398f07d99e3b","block_type":"box","text":"appropriate, disclose in its annual report information on the Fund’s leverage, risk profile and risk management systems","page_number":189,"box":{"x":59,"y":399,"width":831,"height":13}},{"id":"74423a54-a230-43d8-a879-5c92d5ab1cf8","block_type":"box","text":"employed by BFA. Each Fund will also disclose material changes, if any, to the liquidity management systems and procedures","page_number":189,"box":{"x":59,"y":414,"width":873,"height":13}},{"id":"d7f969c5-abd7-4420-9c95-4b198ef9285b","block_type":"box","text":"employed in respect of the Fund.","page_number":189,"box":{"x":59,"y":429,"width":229,"height":13}},{"id":"e8a4e65d-1044-46de-a4db-0b0c198a3789","block_type":"box","text":"BFA has registered iShares Russell 3000 ETF for marketing to investors in the U.K.","page_number":189,"box":{"x":60,"y":456,"width":566,"height":12}},{"id":"e2677391-d0a7-4da5-af98-6ddc912b3645","block_type":"box","text":"BFA has registered iShares Russell 1000 Value ETF and iShares U.S. Regional Banks ETF for marketing to investors in Finland,","page_number":189,"box":{"x":60,"y":482,"width":867,"height":13}},{"id":"191cfb98-fdbf-4e94-a24f-400520f59ce8","block_type":"box","text":"Sweden, and the U.K.","page_number":189,"box":{"x":59,"y":497,"width":147,"height":12}},{"id":"cc1f7a7e-d8b1-472c-87f1-e2054a6630f0","block_type":"box","text":"BFA has registered iShares Biotechnology ETF for marketing to investors in Finland, the Netherlands, Sweden, the United Arab","page_number":189,"box":{"x":60,"y":524,"width":878,"height":12}},{"id":"00428b36-0a25-4afb-a38e-34ead66502ae","block_type":"box","text":"Emirates and the U.K.","page_number":189,"box":{"x":60,"y":539,"width":148,"height":10}},{"id":"ddd003b6-4fde-4bcb-a0a6-e8d52bafb2d6","block_type":"box","text":"BFA has registered the following Funds for marketing to investors in Finland, the Netherlands, Sweden, and the U.K.:","page_number":189,"box":{"x":60,"y":566,"width":809,"height":12}},{"id":"ed96ef6a-d79e-456e-a3f1-b50a5707cd00","block_type":"box","text":"iShares Core S&P Mid-Cap ETF","page_number":189,"box":{"x":60,"y":592,"width":214,"height":12}},{"id":"8614d48b-63df-4264-9f3b-75d588d8ff6a","block_type":"box","text":"iShares Core S&P Small-Cap ETF","page_number":189,"box":{"x":60,"y":607,"width":225,"height":12}},{"id":"fd103f05-18ce-4275-a04c-87e1dbf55553","block_type":"box","text":"iShares Preferred and Income Securities ETF","page_number":189,"box":{"x":60,"y":622,"width":307,"height":10}},{"id":"37036784-90e9-4399-88d6-2d762935529f","block_type":"box","text":"iShares Russell 2000 ETF","page_number":189,"box":{"x":60,"y":637,"width":172,"height":10}},{"id":"ebae02b8-8af0-437a-a8ca-846634fef781","block_type":"box","text":"iShares U.S. Real Estate ETF","page_number":189,"box":{"x":60,"y":652,"width":191,"height":10}},{"id":"18c63465-1368-45ec-ba2b-117fffd66d84","block_type":"box","text":"Investors’ Rights.","page_number":189,"box":{"x":60,"y":679,"width":122,"height":12}},{"id":"784cad96-1d1f-4a57-87f0-1a5e21a80bf2","block_type":"box","text":"Each Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":189,"box":{"x":192,"y":679,"width":668,"height":12}},{"id":"ecc2278f-f294-4083-854e-f319909744d7","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":189,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"c5cd6a2c-ee9a-4cc3-8a05-5fde65906f9e","block_type":"box","text":"out in this SAI. Investors who acquire shares of a Fund are not parties to the relevant agreement with these service providers","page_number":189,"box":{"x":59,"y":709,"width":870,"height":12}},{"id":"5b7a3cb8-b5c9-4ba4-81f5-e24ec3eff4d8","block_type":"box","text":"and do not have express contractual rights against the Fund or its service providers, except certain institutional investors that","page_number":189,"box":{"x":59,"y":724,"width":877,"height":13}},{"id":"1fec8408-467d-41e8-b49d-8d9264790e8c","block_type":"box","text":"are Authorized Participants may have certain express contractual rights with respect to the Distributor under the terms of the","page_number":189,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"3182ece5-1107-45a9-9d5f-2d57e16aeabb","block_type":"box","text":"relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a Fund","page_number":189,"box":{"x":60,"y":754,"width":864,"height":13}},{"id":"4ca028c2-3021-41f6-9554-40d37c503803","block_type":"box","text":"or its service providers. In the event that an investor considers that it may have a claim against a Fund, or against any service","page_number":189,"box":{"x":59,"y":770,"width":871,"height":12}},{"id":"c489b4ef-b4e8-4163-96ec-3777d67e622b","block_type":"box","text":"provider in connection with its investment in a Fund, such investor should consult its own legal advisor.","page_number":189,"box":{"x":59,"y":785,"width":723,"height":12}},{"id":"540beb99-4dab-4204-8a9c-b70589e4ae49","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":189,"box":{"x":60,"y":811,"width":872,"height":13}},{"id":"43b65a48-d615-40ca-ab2e-a8eef4ef1471","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":189,"box":{"x":59,"y":826,"width":830,"height":13}},{"id":"507628c6-ee55-42a4-bc6c-0b3a5ac72d47","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":189,"box":{"x":59,"y":841,"width":828,"height":13}},{"id":"2f371d25-1555-4222-8ec6-dc89e2d1e414","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":189,"box":{"x":59,"y":857,"width":568,"height":12}},{"id":"355c0616-c7fc-4301-a5b3-fb6d294da297","block_type":"box","text":"178","page_number":189,"box":{"x":488,"y":916,"width":23,"height":9}},{"id":"2c691d61-d7c8-47bf-8c45-2ddcd6bde8c4","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":190,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"b1e29ccd-4e55-4943-b2bf-1496c054779e","block_type":"box","text":"A-1","page_number":190,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"60985754-6a98-4a56-a9f6-a30117751754","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":191,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"ff940677-1c67-47b1-9f26-43f7b10fb76e","block_type":"box","text":"Proxy Voting Policy","page_number":191,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"369a0fdc-8d3f-4f00-b09f-afd4d0bcd99c","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":191,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"ee340475-108f-46a6-b2c1-006e1148479a","block_type":"box","text":"Effective Date: January 1, 2025","page_number":191,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"e900fd01-d328-48bf-90e3-b7aea1017ff3","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":191,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"244fbf27-b373-4963-8e18-3ba5fe708960","block_type":"box","text":"________________________________________","page_number":191,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"6a6829e4-3c5f-4bf9-922f-e6b8ea8812ca","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":191,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"af353766-e471-4b06-9b1e-3f2b67e20777","block_type":"box","text":"□","page_number":191,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"125e1571-f7ce-4d69-8ed6-8b2dae5c2cf4","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":191,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"1fb03b35-427f-4cbd-adc4-bb104535e9c6","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":191,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"180c3001-af7b-4b44-a08f-6aec638b4f77","block_type":"box","text":"□","page_number":191,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"efa70b54-2dff-4580-80cf-a5e3c7450099","block_type":"box","text":"Money Market Funds","page_number":191,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"a5680520-c3be-4f2b-a500-d1df078d44e3","block_type":"box","text":"□","page_number":191,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"8a7d5acd-1584-4d25-9398-a49bd0330118","block_type":"box","text":"Closed-End Funds","page_number":191,"box":{"x":80,"y":355,"width":126,"height":10}},{"id":"3b6caa78-5805-48d2-a8ee-fe043d219378","block_type":"box","text":"□","page_number":191,"box":{"x":59,"y":382,"width":15,"height":12}},{"id":"d133a1c2-6023-420e-b81a-c9ac4e6d5bcc","block_type":"box","text":"Other","page_number":191,"box":{"x":80,"y":382,"width":39,"height":9}},{"id":"22808839-6bd8-4b3f-9609-205bbf17e192","block_type":"box","text":"________________________________________","page_number":191,"box":{"x":58,"y":419,"width":327,"height":0}},{"id":"ea6db28b-241b-465b-b9c5-932816d75d20","block_type":"box","text":"Objective and Scope","page_number":191,"box":{"x":59,"y":434,"width":147,"height":13}},{"id":"77c582ba-a323-499e-ba02-ba1e99ed961d","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":191,"box":{"x":59,"y":461,"width":622,"height":12}},{"id":"07ece671-41d7-4e68-ae3e-cd54e5654077","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":191,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"bbb63c8a-c4fd-4cf3-ad3e-db7b50b1921d","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":191,"box":{"x":59,"y":514,"width":873,"height":12}},{"id":"549c1cac-5349-42e0-ade5-be1bc7449355","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":191,"box":{"x":59,"y":529,"width":835,"height":12}},{"id":"286200ab-0114-493f-afc7-b3bdcddcf634","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":191,"box":{"x":59,"y":544,"width":854,"height":12}},{"id":"08218d6a-dbfb-48fd-aecc-142fd179a1f1","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":191,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"136a06ee-8f0e-4965-84cd-c5fbed56df23","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":191,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"d996d640-116f-47f2-828a-15e9af8ad418","block_type":"box","text":"agreements.","page_number":191,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"83b4fa38-d6d9-41ae-8cfb-808a259bc45e","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":191,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"13e406a8-35c0-4693-963a-06b19199f025","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":191,"box":{"x":59,"y":631,"width":821,"height":12}},{"id":"8746a6f5-b5f1-4b80-8dbb-1ee42b1292af","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":191,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"f88dee51-c707-4653-b134-0d6143213877","block_type":"box","text":"any.","page_number":191,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"64342c90-f878-46e7-bdb4-d1f4b1ca6b5f","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":191,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"87520bfe-3780-4ebd-8392-ca62b4cb9e3f","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":191,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"df5c1fe8-7091-4321-9d4a-494dbb17b4e7","block_type":"box","text":"Conflicts Management","page_number":191,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"bd71f35f-706f-491c-9d5b-01542242c67d","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":191,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"b626d770-c774-468f-ac6d-12f9689a5384","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":191,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"ab5badb4-8d59-4378-ad2c-ef05532d0f33","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":191,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"f35a664e-ffed-4057-b07a-81048253d39e","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":191,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"a397aac5-b015-4066-8101-71dc2bf44a18","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":191,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"7535378d-8906-47cf-ae8b-23864d06b2e7","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":191,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"dc667472-43fe-4ff6-8c0b-01f712566650","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":191,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"c9c20c16-0ee0-4116-bcaa-5f9646f297d0","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":191,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"cbc93233-fe36-4ab9-8546-f7d49b220831","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":191,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"4dce81be-668e-4848-afd7-f9307dc61e6b","block_type":"box","text":"A-2","page_number":191,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"fce778fd-9423-4894-b29c-84aec6a12159","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":192,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"fa9e967c-1713-4bbc-a507-8c1fecb50792","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":192,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"1d9cfc05-5b9f-4146-b6c4-5802c35bc906","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":192,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"a46e29d2-44a7-438e-8ef1-c425112e1ac5","block_type":"box","text":"Reports to the Board","page_number":192,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"43ec64b6-b59a-49dc-be74-6c4622d44829","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":192,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"d77cd97c-74bc-4668-b53f-02f975e6f190","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":192,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"2cb5fe84-0b94-4810-b0b0-2ab249aceb34","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":192,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"8dd21b70-1fab-4d55-b9f1-ab4cb583f466","block_type":"box","text":"that have not previously been reported.","page_number":192,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"a3b79d37-350c-4c33-868a-11228672f977","block_type":"box","text":"Appendix A","page_number":192,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"054b940f-6458-42c8-938f-8c6ff41e4464","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":192,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"52351e76-c761-4ddb-b080-16b9669aeda2","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":192,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"a4879a00-6b07-4096-bcd8-1598b1162029","block_type":"box","text":"A-3","page_number":192,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"aa06dd98-d6b2-411c-bd9b-656668203f19","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":193,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"5509b20f-f93a-4461-8815-3dfced445455","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":193,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"2b64e17d-c0de-427f-a209-4a86aff744b0","block_type":"box","text":"Effective as of January 2026","page_number":193,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"ebf9e643-8185-456b-814c-998fa7acf1a5","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":193,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"2d5890d9-f68e-4c04-8dbe-dded1be99a05","block_type":"box","text":"Introduction to BlackRock","page_number":193,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"672e0fa2-1bbd-4cb4-aca1-a473b519b9f9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":193,"box":{"x":326,"y":218,"width":530,"height":10}},{"id":"f2b2c541-2ed2-4189-8d6c-579be71b5cd9","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":193,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"8c1b4c9d-e1e0-451f-81fd-785bf53adf1a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":193,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"961eeddf-cb68-49a0-9671-aa9379bd1b63","block_type":"box","text":"Our approach to stewardship within active equities","page_number":193,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"6cb3dae9-2e9b-4bd4-98c1-442999a588f9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":193,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"5a6c4a50-a880-441c-96a0-50bec7be4295","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":193,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"45904dd1-cc48-4b05-acac-6cad8d4e4665","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":193,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"0e6e94cb-c882-438c-91ea-ba10cd34248c","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":193,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"f83c9bad-cc14-4783-a9cc-ec1c3b228082","block_type":"box","text":"Executive compensation","page_number":193,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"eca89597-0e53-40be-80fe-3f1aa7e2d78f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":193,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"e9bc2e3c-1db4-4d11-80e2-8705454fd168","block_type":"box","text":"Non-executive director compensation","page_number":193,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"483f0cb0-367a-41ef-810c-b0b1539da2b0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":193,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"80ded31d-97f7-4a24-8d5b-a74f64e0c1d9","block_type":"box","text":"Capital structure","page_number":193,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"ced1dfd2-dabe-4cb6-943d-85718b40636e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":193,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"4744a2a2-9feb-4c15-adb6-c4f38775be05","block_type":"box","text":"Transactions and special situations","page_number":193,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"f86b88b2-74dc-4acb-a05f-ae86fbf2e556","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":193,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"32acd39a-ee14-4e92-9729-9a71f96fe1a6","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":193,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"4a2fde2c-3ef4-41e2-af19-1a24834bd7d6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":193,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"b3b0ed7c-cae6-46a6-a1cc-65c4d9e65cba","block_type":"box","text":"Shareholder rights and protections","page_number":193,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"4bf5961a-92b6-4f7d-b982-b3affc7d715b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":193,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"9f3b02d9-5c1f-456f-a1db-403a378fd585","block_type":"box","text":"Shareholder proposals","page_number":193,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"baec1193-c109-4e5e-8c2b-5c3efa28a8e6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":193,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"40409dc1-2af1-48dd-8213-4a73f070994e","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":193,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"c8a39199-9882-4190-892e-670a4e9687d6","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":193,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"e701fee7-4ef1-4ce7-9f83-e3747038efcb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":193,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"92547eec-5282-43f8-a72d-890b0555c950","block_type":"box","text":"Key stakeholders","page_number":193,"box":{"x":141,"y":482,"width":116,"height":13}},{"id":"c089d86f-2af4-459a-a8c2-6664e7216726","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":193,"box":{"x":261,"y":483,"width":596,"height":9}},{"id":"7ff3aaf2-0e50-4dcb-ac63-11f308f6a471","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":193,"box":{"x":141,"y":501,"width":356,"height":13}},{"id":"0d8a5b56-9a7e-4c3a-a00c-8f1c8951ee04","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":193,"box":{"x":502,"y":502,"width":355,"height":9}},{"id":"0a51cd5f-9345-4a5c-bd1f-450cf290c88a","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":193,"box":{"x":140,"y":520,"width":621,"height":12}},{"id":"8494a24e-42c6-45d5-ab93-5eb9bd958bf6","block_type":"box","text":". . . . . . . . . .A-15","page_number":193,"box":{"x":763,"y":521,"width":93,"height":9}},{"id":"c5e41834-8917-44dc-ade1-0b0938c5fa60","block_type":"box","text":"Overview","page_number":193,"box":{"x":59,"y":553,"width":67,"height":10}},{"id":"ffea4fcb-4f66-4b4c-858d-81c223a61219","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":193,"box":{"x":59,"y":579,"width":828,"height":13}},{"id":"a90d2665-bb82-41a9-9023-311c62587539","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers.","page_number":193,"box":{"x":59,"y":594,"width":764,"height":13}},{"id":"0f2ad0a0-327c-4343-a492-e757401514da","block_type":"box","text":"(1)","page_number":193,"box":{"x":825,"y":592,"width":14,"height":9}},{"id":"edc22557-026f-4f4e-8f9f-c64ec1cd48b0","block_type":"box","text":"BAIS works","page_number":193,"box":{"x":845,"y":594,"width":78,"height":10}},{"id":"56462bb1-6917-4c5b-94d1-08175c82ca7d","block_type":"box","text":"in partnership with BlackRock’s investment teams, excluding index equity","page_number":193,"box":{"x":60,"y":610,"width":514,"height":12}},{"id":"18b78e47-1e96-4008-af0e-d8adfd084662","block_type":"box","text":"(2)","page_number":193,"box":{"x":575,"y":608,"width":14,"height":8}},{"id":"bb4a998c-330d-4ad6-82b3-8cbd5af6e240","block_type":"box","text":", providing expertise on investment stewardship","page_number":193,"box":{"x":590,"y":610,"width":335,"height":12}},{"id":"69e5e843-13eb-4ed5-8903-27fc02aab5ce","block_type":"box","text":"and engaging with companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":193,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"2fb3fdb4-9989-4bb1-94ae-fd542ec25137","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":193,"box":{"x":59,"y":640,"width":851,"height":12}},{"id":"c0f936fc-02e4-4636-8df4-e433c9c1337a","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":193,"box":{"x":59,"y":655,"width":828,"height":12}},{"id":"4dc4f6c3-1599-4f5d-a74d-15e432cf2c33","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":193,"box":{"x":59,"y":670,"width":872,"height":12}},{"id":"ae02a04e-733b-456b-b5d7-e1468972a0bd","block_type":"box","text":"also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting","page_number":193,"box":{"x":59,"y":685,"width":872,"height":13}},{"id":"9136f061-a74c-4faf-861f-82694da09411","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":193,"box":{"x":59,"y":700,"width":874,"height":13}},{"id":"503ae4d1-8135-4701-9b5b-b94f9469cb24","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":193,"box":{"x":59,"y":715,"width":817,"height":13}},{"id":"8bb73fb6-90a7-4b16-969a-1aef713c5972","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":193,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"d09d8b59-e7d5-4c27-a933-c38c769e37ca","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":193,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"3331a5dd-f48d-4af6-a24a-e4b6169eeab5","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":193,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"0f72c30f-2423-4d67-bb3f-8c63d06fb3e7","block_type":"box","text":"uity","page_number":193,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"f5b80b02-3dd2-4f23-bcb5-0106d1dcda42","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":193,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"4d4c2323-9eb5-4e4d-acc1-28938c2d6091","block_type":"box","text":"e","page_number":193,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"8f498a8f-6c78-469d-bd0f-72d53fa26efa","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":193,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"05744cb4-c87d-48e4-b8b6-7d2cec6ee5ef","block_type":"box","text":"ers","page_number":193,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"24712fe5-9397-4569-bb34-e1cb510fe8e3","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":193,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"07024062-c40c-4020-ac92-d5baef693beb","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":193,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"f1e9d20d-8858-4e65-a5c4-3e6491a5932e","block_type":"box","text":"lock the","page_number":193,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"285a9206-10fb-448a-a847-4c6f0e095afd","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. As a result, there are two stewardship teams, which operate independe","page_number":193,"box":{"x":91,"y":879,"width":816,"height":9}},{"id":"a9018b8a-b92d-48d6-b8cf-a50d6bc76ee0","block_type":"box","text":"ntly","page_number":193,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"25a35288-b4dc-40bc-97e4-e539c9e5f2ee","block_type":"box","text":"of one another and have separate voting policies.","page_number":193,"box":{"x":92,"y":891,"width":274,"height":10}},{"id":"e54b506a-7f03-44f1-9fa0-be6249a44f5a","block_type":"box","text":"A-4","page_number":193,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"976cd15e-70e6-48d6-a887-66ce1f09b5e3","block_type":"box","text":"Introduction to BlackRock","page_number":194,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"c5625ab3-961f-4f13-a208-24590b70f47d","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own — it belongs to","page_number":194,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"73fbb7a9-8641-4d43-9d67-d11bc1e6489a","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":194,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"3b6cbc49-620a-4cf4-863f-025631f2a8fe","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":194,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"909d5be2-b012-48d7-a501-16bf53589037","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":194,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"a0b576e7-585c-420d-9ee4-f2904a912f98","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":194,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"3e6e9b9d-8720-43f4-9570-4a78aa98b16d","block_type":"box","text":"analytics.","page_number":194,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"870a8924-3872-40fd-b7c4-54f12dc0fba7","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":194,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"c6551b5b-9544-4155-b8b0-32299f3e38fc","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":194,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"1b037e86-66e9-43cd-9761-5feee959bb20","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":194,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"8c53c6b3-407e-471f-b665-5b2897c83772","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":194,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"e4e68fff-c5da-4656-81b5-e59e5e0f4592","block_type":"box","text":"which our clients are invested.","page_number":194,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"d9123556-827f-458c-be4e-10d5c944be74","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":194,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"d8b4cf2d-4a55-4602-9b2f-07b57dac2b0d","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":194,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"0400775a-6b78-44a2-a7cd-8ebeebf95aef","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":194,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"eac96c57-6b3a-4e46-b828-dddfc6f43013","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":194,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"03bc84e2-5c4b-40c6-80f4-262cb2e7e785","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":194,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"9c2364fa-c71f-48e0-8f9e-de227f05cf44","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":194,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"967b6957-c067-4381-a702-e28c989c9da1","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":194,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"94909dd5-8fd8-4c2f-81be-a08736563c27","block_type":"box","text":"(3)","page_number":194,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"4fe9928f-1c77-483f-ad58-407a00ef0a9c","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":194,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"cdea3bf9-3ceb-49e5-9486-b7299ad1b3d2","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":194,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"6d92aee2-9006-48bf-8ec3-ff94226b490c","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":194,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"a435e652-4e41-4f34-93b3-eef195fa338f","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":194,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"eff1d2cf-5053-4555-9b9f-9cb8224dcf08","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":194,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"297a0f5e-9f36-4f42-a8c0-fb1d4b80b47b","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":194,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"f0e817fd-9e29-4320-a583-5a5c62e5c028","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":194,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"619ef8b2-5fbc-4da0-a7fb-f0ded9925e8d","block_type":"box","text":"respect.","page_number":194,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"988fcc0a-4b28-4ad8-8d60-42e6f8100c21","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":194,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"509c450c-b63f-44b1-a5e6-b4f5436d39c0","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":194,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"80fec9d0-3f90-4404-898e-7923bdfbb0e5","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":194,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"5800b3ba-645b-4baa-86d8-afc7f928263b","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":194,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"edb7d85c-deb2-4ed3-86a4-e0ba8e21b754","block_type":"box","text":"strategy.","page_number":194,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"f76103a3-476b-4d72-a75a-e708c29e6198","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":194,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"c6574adc-4e12-443f-bc34-26c90b41ba38","block_type":"box","text":"and board directors","page_number":194,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"a5a1794a-f836-4f91-be2e-3f133cdc3f5f","block_type":"box","text":"(4)","page_number":194,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"e1772f5f-db8d-4141-8c97-ace21a9ad677","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":194,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"6c8ffb4a-6e58-4601-95f9-c28035cee33a","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":194,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"b1f31b43-76da-4230-b3db-2e1d457d1db2","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":194,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"c9f7be53-52d1-4ec2-a5c7-8d7449c4bf23","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":194,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"22e1a745-a9e1-4b5f-a3f0-04cb00913bb9","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":194,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"63c49a0b-f342-4f3a-b4d0-ca55fe4f8419","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":194,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"b7d6a2f2-fb1a-47fa-a5d5-ef8be3e8f494","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":194,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"6137e9a8-57b2-4995-ae71-701a288dc4f6","block_type":"box","text":"financial interests of their investors.","page_number":194,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"d1faeb05-5bbe-4049-bb1e-0a59abb81eb4","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":194,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"489c3cf2-e4e3-46e2-8b5f-9b962e6f14b4","block_type":"box","text":"lity","page_number":194,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"ab7e4bd9-b051-4bb7-82c4-1d5d24cfcddb","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":194,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"f5a00a28-0210-432c-97bc-b6147bc52299","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":194,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"888ddd82-a3ea-49a3-be0f-86857a13b3b7","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":194,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"e5f23f30-27fd-4176-bc9d-7b0493586cac","block_type":"box","text":"relevant.","page_number":194,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"2b89772b-bc04-4590-ae15-f67476c110bd","block_type":"box","text":"A-5","page_number":194,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"85549f60-3c50-4361-8737-e98bc75ea1af","block_type":"box","text":"Our approach to stewardship within active equities","page_number":195,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"efd437e1-1d77-44de-a20f-310821c28cbc","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":195,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"847089cc-7200-415a-b373-5613ae649e4c","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":195,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"8d1ef696-fca8-4a69-9eac-6ce1bb569483","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":195,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"26f1809f-a0d5-40cf-a8af-7c39f463830a","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":195,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"bb472e73-bcf1-4035-9dde-a46c90dfc2ab","block_type":"box","text":"clients and funds.","page_number":195,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"7c61db3b-60d3-44f2-aaa9-3d74e2e37362","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":195,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"222d3168-2571-4bb4-9199-fbddf19a05b1","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":195,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"3dea257b-1d79-4e59-a07a-1b39ae22fedc","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":195,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"158c4883-719e-4cf0-8158-77ec5ac59f2e","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":195,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"62216df9-0eb2-41e7-8963-01719f4f60df","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":195,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"70650407-b70f-437e-a58c-0cdf306ea481","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":195,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"6c256d09-ac2c-4472-a055-f28ded3fefba","block_type":"box","text":"(5)","page_number":195,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"ccb4b29c-93a1-46ca-a19d-8723472ea422","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":195,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"38b384e6-6cd6-4c1c-a126-e58371486529","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":195,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"b2cebc03-5df0-45c3-8ad9-b3d8e42f86c1","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":195,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"28b16152-11a9-4d1a-8172-34365f12092a","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":195,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"0badb0d9-bb46-4190-aa7f-4949f57ec6f4","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":195,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"643846e7-99f3-4558-8b41-a385e13f2343","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":195,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"ce573a58-d6a6-4c67-8e7f-743bc4d08b6a","block_type":"box","text":"and information in bond documentation.","page_number":195,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"2cd5b68f-c8fb-437d-b232-105ad669b120","block_type":"box","text":"Boards of Directors","page_number":195,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"77bf0eab-f063-4302-9180-653b18180fe7","block_type":"box","text":"Roles and responsibilities","page_number":195,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"ccdc65e8-de1d-4a7a-9337-215aa538f4e6","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":195,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"63ad2f5b-7899-4c04-a74b-311267964276","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":195,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"3ccdf662-3fcf-4eeb-955a-fb9555b2a292","block_type":"box","text":"(6)","page_number":195,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"e5607b5b-5bb1-452c-b80a-8b9c13fb4448","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":195,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"bbea99e9-5748-47c2-acd2-eb9761d95c99","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":195,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"2bb9879b-2bc2-4ead-9cdd-37098e103759","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":195,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"2ed6b75d-22fa-47da-b008-56891b6acdc2","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":195,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"e43be61e-7a57-4696-8682-2368fedce5d5","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":195,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"3b6cf8b7-ec74-46db-971d-d9f43091cdab","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":195,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"675f843c-1102-4610-91aa-5a9164140242","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":195,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"e320fa22-5d79-4688-8648-8426cf424961","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":195,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"3ba486b1-a64e-4ff2-b8ac-a6b798604745","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":195,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"f74a1a64-50b2-4d4d-b351-25d9f92c8167","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":195,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"a3f86a58-978a-4d32-b773-8ef6c7d949d7","block_type":"box","text":"Composition and effectiveness","page_number":195,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"f81ad629-45d9-4f15-868d-f4bf0f0311a4","block_type":"box","text":"Appointment process","page_number":195,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"a4dc6c5d-a6b3-42ce-a888-6b7c20770074","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":195,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"3cfff893-933d-4524-a1dc-f5a8c9179846","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":195,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"2595d82d-df66-45cb-8c34-5d1b56f79b6c","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":195,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"747d7b65-e532-4979-996a-77b24c1a9d60","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":195,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"28f03066-6ac0-4358-83c3-69e645624b90","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":195,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"972e746e-8b45-494a-bbb4-ce57155c12d5","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":195,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"99aeb034-fbdf-43b9-91f3-41730b36ec24","block_type":"box","text":"rategies, as","page_number":195,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"75a45c53-065f-430b-b04a-9c2ec5760e94","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":195,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"7ae6e41e-a93c-412d-b72d-931ec317cf76","block_type":"box","text":"age","page_number":195,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"b773b178-f78f-4db2-88be-07e16c7ca878","block_type":"box","text":"ments.","page_number":195,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"d36b8973-47dc-439f-8086-95398985ec1b","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":195,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"fccb5504-40fb-4ee6-aa19-1b16ac2fc5b0","block_type":"box","text":"examples.","page_number":195,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"b0bf9209-229e-41fb-9ac1-43c7b1e21f91","block_type":"box","text":"A-6","page_number":195,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"9d4ca5f3-2a1b-4f84-a764-16b12b4ff6a2","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":196,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"a1d50db1-d44c-4a11-b865-61eec633a1ba","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":196,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"a6d9af3b-253a-4d65-8c9d-aa4ea4e8c299","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":196,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"d8ed523b-abe6-49d9-897c-1c23e1506a1f","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":196,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"7c0bcf62-75c5-484d-abcf-a18def93a593","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":196,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"dbb23771-b4a2-4a14-97e7-683aafe8eb35","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":196,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"3616337b-9101-40a4-8cb8-dca3a43d57ad","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":196,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"96cb40df-20d3-4281-97e9-4f6e216e1919","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":196,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"eb205189-ee12-402c-9226-3200d90da066","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":196,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"f98bb1c7-1cb0-43bd-9a01-f25f6f09bc7b","block_type":"box","text":"Independence","page_number":196,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"dde2af75-6a96-4c59-859f-6f3158d2c3c0","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":196,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"5b787cbc-5c56-45b2-ace4-c1401814989a","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":196,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"40657dc8-d630-4aa6-9995-c3a08355844d","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":196,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"91acbfdf-1c5c-4cb4-bcaf-ce2e7fa35a9c","block_type":"box","text":"(7)","page_number":196,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"915720ee-1fe4-44dd-8725-cd98542b365b","block_type":"box","text":"This","page_number":196,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"5068d83d-a24c-4e7c-9b88-2ed2c565b057","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":196,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"62a5c613-7445-4456-94a1-5cfa66c7c7b5","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":196,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"695bb3f0-5e9a-426d-80da-70d49ce5ad28","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":196,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"80b86251-b18b-44ae-b3b7-f2096f53bf61","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":196,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"41063d93-83e7-4fa6-927a-c4e766eaac15","block_type":"box","text":"is a perennial issue.","page_number":196,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"660ab26b-6eab-4992-965c-d60fa240ffea","block_type":"box","text":"Independent board leadership","page_number":196,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"936a8181-b55b-4587-9d07-d4f9685c1f79","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":196,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"26a17c64-1520-49e9-a996-97c7f1a5cb4d","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":196,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"9fed1445-8377-41ee-87bb-33ab16400c72","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":196,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"640168a4-a330-4a4d-882c-04991274d183","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":196,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"c60ae33e-01c7-4e18-93b1-693429c51077","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":196,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"bdd1a3f3-e82c-4e4a-93b1-1f6c0f605c0d","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":196,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"e449d498-1c24-4337-9e73-efee66f7143f","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":196,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"6cd3e5fd-238b-45e2-9b37-689651a19f3b","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":196,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"8f0da59e-7aaf-46f4-8a3e-5b168e894c9c","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":196,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"9cab47dc-3c33-4263-9f1b-a64e571bde0a","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":196,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"a9d2e6af-9d50-487d-b459-d4736d0b8fab","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":196,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"cdf41c5a-1c6d-4e94-b981-2da6611f63f1","block_type":"box","text":"Tenure and succession","page_number":196,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"c9438ba6-2d4c-4fcb-95ff-0277e5d67318","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":196,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"cc8c1385-4581-4082-a40b-b6b8f96e224d","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":196,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"7ce3ef38-811d-49d5-b960-41ddbd69268f","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":196,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"17f16a99-b932-42cf-a88c-530f665b180d","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":196,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"4cda3fa8-77b1-4a4d-ab7d-a4e7aafffcdb","block_type":"box","text":"management and involvement in past board decisions.","page_number":196,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"228dee43-0ab1-4e62-9fdd-79d757aac6a6","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":196,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"e63239dc-6eff-4ab0-a5ed-bc5505ff7b29","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":196,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"9d46859e-1d71-4356-83e8-bfe68e8b8bce","block_type":"box","text":"long-term knowledge of the board and company.","page_number":196,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"0dd6ca54-bc34-4606-8768-d76914fdd6f2","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":196,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"5803937c-58dc-4a1c-bfc7-91bd0293813a","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":196,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"41317c5a-3a65-4211-98d8-23f350971c7c","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":196,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"30a5d174-3783-48bd-b93b-38d051ea7ad3","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":196,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"285a18fd-0de8-496e-b901-931618164979","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":196,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"1930c1b6-4984-450b-8706-a52e377325ec","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":196,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"bf638e5f-6d52-454d-a28c-d31b73bcb3a2","block_type":"box","text":"rest,","page_number":196,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"36167754-9e1b-4173-acfe-a17bf6ab4004","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":196,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"6f30c4c6-6709-4ebe-aa13-26ada44522b3","block_type":"box","text":"terests","page_number":196,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"629013ac-2a06-422c-b8f9-cbae48cb3d86","block_type":"box","text":"of the company and shareholders.","page_number":196,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"6607a8b2-f5b8-4a53-8992-175096a7db06","block_type":"box","text":"A-7","page_number":196,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"e245d3fb-da15-4e36-8e3c-7e4b36e443a5","block_type":"box","text":"Capacity","page_number":197,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"ce58afc3-7f3e-434f-99dd-a22a97541fbf","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":197,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"253fbace-7db1-4437-b26d-fb4e14c9e7c6","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":197,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"29f52b87-5e7b-4852-93fe-7f5888a96114","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":197,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"6dd9490a-a979-4e02-a09d-d90873dc152b","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":197,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"9e37e83a-7238-40c3-9db8-7e33e9b6a267","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":197,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"e6f057ad-ee1a-4935-a46b-dc48b0891bb4","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":197,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"ec77a71c-1f28-4f98-b248-b45e49d76f8a","block_type":"box","text":"the board and company.","page_number":197,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"f21c130f-3113-486b-8d0f-d3649b5f2583","block_type":"box","text":"Director elections","page_number":197,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"46e9b548-ff00-4b51-9acc-d7514523a17b","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":197,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"687506b8-88e6-49f8-a089-fbffbd1c816a","block_type":"box","text":"(8)","page_number":197,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"c13dc18b-2f03-4cc7-bb36-efcae37e670c","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":197,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"7bdb1f3e-e2ed-4d53-8b38-478dd780ef6e","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":197,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"be9efcf9-0f24-42af-85d7-c29ff3bdee00","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":197,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"3fc9d0e3-0799-4943-b754-d4272e9998bb","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":197,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"e17a4805-0d7a-422c-a84d-da641e664f44","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":197,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"d5733f48-d046-46bf-a676-3c2b011c94b0","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":197,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"9404d32b-d6e3-4a17-a196-aff97193df0a","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":197,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"73951f52-5675-407b-8d94-7c058b2c2b74","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":197,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"75cc27e6-18b4-4930-a9b4-ce3a47809382","block_type":"box","text":"best serves investors’ interests.","page_number":197,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"6e5fca1a-232a-44f9-88e8-124fb0655999","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":197,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"7129fde0-cbe8-4a87-89e9-6be548869c42","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":197,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"7b050e8e-466c-4bc4-881b-e3987d9cce53","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":197,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"5acfa1b4-92dc-47d2-a44d-3bc1ffe0f69f","block_type":"box","text":"Committees","page_number":197,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"6b771892-0fbf-414d-b2f4-588f6feafae9","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":197,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"8a1c7f2f-cff2-4d95-9d72-f1f9658964f1","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":197,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"10c7103e-b298-453f-8eae-d6a20d1f373e","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":197,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"b89f74cd-845a-4443-952b-77ff530d9825","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":197,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"873d7054-6d6e-45a2-bf50-ac06d95d2c3f","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":197,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"bb015803-64a1-4a3f-94a5-2037b972957c","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":197,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"650619bf-e6be-4d37-9f08-28b3fe0baf73","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":197,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"0f346fc9-ae63-4486-ac78-7c159bf68ce8","block_type":"box","text":"most common committees include:","page_number":197,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"3b23a0b5-d17f-466b-93c9-c12811fc8e2f","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":197,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"9d170f09-96f1-4cbf-a630-52d3c1cd590b","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":197,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"7ce33d6c-583a-40b5-8853-dc5581058eb3","block_type":"box","text":"whistleblowing mechanisms.","page_number":197,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"dfb9b183-c9cc-4afa-996a-07c3b290d4f2","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":197,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"ac545bb4-4c36-491c-90a0-98de9e2a2b83","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":197,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"407bde04-1c35-413e-998a-559d575356fe","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":197,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"e9daea0e-eb87-4729-8ba5-46366968429d","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":197,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"467f975f-6571-410e-ac28-567fdb37dda9","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":197,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"48fada46-0d87-45b0-a0fd-66e34f8be908","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":197,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"da61bc7a-dfc3-4831-8b08-5320894fdf02","block_type":"box","text":"wide compensation policies.","page_number":197,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"b7341fa6-b411-4f0a-81c7-5c3b1ac1a5d2","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":197,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"09eadbe2-bb06-4cc8-8a9a-ac55a06841cd","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":197,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"fd68101b-72b8-4615-b40c-e9152824070c","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":197,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"558edb20-d06f-4450-91ad-098017386ec1","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":197,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"19f6ac80-57c1-47be-b85a-fb0d1ca53909","block_type":"box","text":"on in any","page_number":197,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"59cb2912-b787-410d-ac87-cc158ae65314","block_type":"box","text":"one year.","page_number":197,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"30334f55-c590-41e3-9b07-904731c03b5e","block_type":"box","text":"A-8","page_number":197,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"98bc2d92-9975-4116-aa2d-a1f9467cc762","block_type":"box","text":"Board and director evaluation","page_number":198,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"ea118a9a-36e4-43ef-8653-86c51da266cc","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":198,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"58568937-a0bc-4042-a640-1496f677d1db","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":198,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"809cad76-9284-43a6-8a80-c69b4ee04ff8","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":198,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"f31b453b-a428-4a1d-b1c2-94d66ce00109","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":198,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"10f2b112-abc3-44bf-85b3-0dd1e36cb567","block_type":"box","text":"Access to independent advice","page_number":198,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"41905fd3-ccf9-4402-954b-fef94aa9d1bc","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":198,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"6a719489-6aa2-4922-91db-cbf5b2897db1","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":198,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"7e471b6a-5845-45b0-89b1-580252ec0e93","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":198,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"6a306126-0a9c-47ce-860d-6f7b5389217e","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":198,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"45df1453-bdea-41a6-b927-5f9ff02baa28","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":198,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"4740fe8f-e47c-4ce8-a527-d90114fd9c5f","block_type":"box","text":"succession planning.","page_number":198,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"4db4cf53-a5b5-45c2-879b-d79fa8756121","block_type":"box","text":"Executive compensation","page_number":198,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"08b36110-bae1-4156-8ea3-8bfe596f4967","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":198,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"8ea50f02-bf85-43fa-9374-aff477140b64","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":198,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"8313783d-3e2a-4859-a4d8-013437a390e2","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":198,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"4ab48ddd-a576-4ee3-a7f8-bb02f91e4446","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":198,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"463e2d01-ec64-4ed6-a218-015503f2eb8f","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":198,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"3a226a1b-6e1d-4d8f-8816-a6d2ea5a67f9","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":198,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"d97fd6d4-3451-441a-aab5-b01b7d3bc84b","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":198,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"200f7bc1-aa98-4085-8c6a-f220a45122c1","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":198,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"431b721e-0bfa-46c3-a909-ad6a14c29706","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":198,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"9e540508-7403-4c4a-a343-dcea86549894","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":198,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"17d7974a-9eb5-4c71-809e-e4f487dd01a5","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":198,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"681770f1-8a86-4206-a598-f14023886936","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":198,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"9a1c142d-89fa-45d1-be42-a4efd26e7793","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":198,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"60ed6239-7246-48ee-a31f-ae7f65517084","block_type":"box","text":"company’s size, sector and market.","page_number":198,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"f0e5cef3-b10d-407f-b294-9e862340e476","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":198,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"8216becd-89f2-44e8-92c4-7ce9ab6ac173","block_type":"box","text":"objectives.","page_number":198,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"f4ced272-bd40-4db0-9034-703b7e6743c4","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":198,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"15290c1c-b355-4cfc-b1ce-6e2bd0e50205","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":198,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"28207e19-e5f2-4db0-b2c5-f50f27569053","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":198,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"eaa9e3d0-c570-4ee9-a10e-c66e2fec2527","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":198,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"cf325e71-0657-4816-8f5b-8f871d0c953e","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":198,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"3062f0da-f0c9-4743-9e55-a52ace77ec70","block_type":"box","text":"transparently.","page_number":198,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"a30d67da-3540-4430-aa79-7ad4a21702fd","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":198,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"197961e2-8555-4f5d-9bbd-08a400dbbafc","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":198,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"9f041ec2-dcfd-4f20-bb8d-d003670969c5","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":198,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"1c528dd6-d6ec-4609-b132-e3cb6ab0391b","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":198,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"e9cfbf51-014f-4c86-9cb1-e1cd061bbe35","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":198,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"f40af275-e1f0-4890-856b-e1fc18c7bf02","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":198,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"5fa08acf-e0cb-4783-b259-6b7933b0c6a3","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":198,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"3a177f6a-2b2b-4ae3-b87b-4cb11b374db3","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":198,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"7081f4ad-4274-4adf-8f18-1a31b4fcca35","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":198,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"2c49970a-9e6c-4657-983a-65bfa519f686","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":198,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"eb1b4c5b-f161-48a9-bf74-4ec39019eb98","block_type":"box","text":"independent director.","page_number":198,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"9b43e78c-2f95-4594-8de9-ebd65b4ac6d6","block_type":"box","text":"A-9","page_number":198,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"19db6edb-d325-4840-9598-fb88a28f6621","block_type":"box","text":"Non-executive director compensation","page_number":199,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"8c87b446-665f-457f-8bef-f1e7c9ce49b8","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":199,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"39526c64-d585-4b41-ac07-2d7e4b334014","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":199,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"2c4becca-cdde-47ec-9f3f-01efb8812b36","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":199,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"577237ec-2e7e-45b8-87c1-b6733c9a01b8","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":199,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"bd7957d6-6f0e-4328-a908-911296277538","block_type":"box","text":"Capital structure","page_number":199,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"33707b97-b11e-4fa8-9594-d13c7fe7a07b","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":199,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"8676bbd8-0935-4473-96a1-5dcec1380dd4","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":199,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"78f50e5b-ec1e-4572-9088-187a065963e1","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":199,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"a87f06e2-5fca-4cf4-8d6b-dc0c4e98d6f1","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":199,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"a1f913ab-c2c5-4068-b807-f3a282e7add4","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":199,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"5a380272-2afa-47f1-99d7-5e76dfefac02","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":199,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"f19d802a-18a9-49ef-b4ed-17dc37a52773","block_type":"box","text":"Share issuance","page_number":199,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"4c50c0b2-cdab-48a7-8b2f-8bfc53267522","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":199,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"da418616-a00e-411c-8d72-6131aa93f152","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":199,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"f3d4373e-a984-4c52-ba48-7e649a38fefe","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":199,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"c27b1508-eb14-4bc9-975e-2a7aa7b28b32","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":199,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"ff8cd313-a1c3-4d85-b25d-0f6a54f8d95f","block_type":"box","text":"Share buybacks","page_number":199,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"be36cf17-bca3-49a2-9acd-fae7da472c0f","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":199,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"6eba4768-dc77-43cf-ab52-c84fc3245c82","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":199,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"2e204380-c037-4558-ae85-6a9b5f060882","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":199,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"9f646804-0abf-442d-a856-2bed6a8fdf6c","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":199,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"2601273b-2eb9-47aa-917b-b07a540449e4","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":199,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"b0bca586-0e7e-49b2-ba5b-40f37df50d91","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":199,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"2e460563-5643-4e75-8149-80b8e8bc0099","block_type":"box","text":"environment.","page_number":199,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"291a5ce1-d363-466b-ba4c-3666e3ab520b","block_type":"box","text":"Dividends","page_number":199,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"d4b51138-b49b-4dbf-870f-fae46ca7aaf6","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":199,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"af3d177d-1ee5-43f2-9fbf-3829111ea657","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":199,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"3d905725-a6bb-432c-a643-7c4572e0789b","block_type":"box","text":"Differentiated voting rights","page_number":199,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"92a1e262-43fc-4bb2-b394-5b44ba282c02","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":199,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"536a1438-e2da-40ac-ba9f-7cf87b85e217","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":199,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"8c06db9e-f5df-4e61-a2de-2cc42a138bd7","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":199,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"b1cca705-8b39-4676-bb8d-1620fd6f1497","block_type":"box","text":"periodic basis.","page_number":199,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"39324fa3-e15d-476e-8803-62bd34008e71","block_type":"box","text":"Transactions and special situations","page_number":199,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"54ba0a7c-201a-40a0-9045-ee8c675599cd","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":199,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"6cb710a8-b098-42fe-aed7-2e2f3c92b5bb","block_type":"box","text":"proposals.","page_number":199,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"93eb94c3-d4b1-43d8-b9bc-6ee86f9b713e","block_type":"box","text":"Mergers and acquisitions","page_number":199,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"92200abf-a2b9-405c-8a0e-1acd376173b6","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":199,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"211528ba-74a3-47ea-827f-a9d95b8467cc","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":199,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"d170e2a6-9e2b-4df6-9e70-f5c0ca6c6751","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":199,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"cb7180f9-fe19-4588-87d9-d1b024b049d4","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":199,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"78ee056e-79cf-4aca-b608-0c937d330485","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":199,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"aceb311a-bca4-4622-9016-c2582a736c08","block_type":"box","text":"shareholders.","page_number":199,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"6bc93f78-6445-470f-861f-1f9aba8f9660","block_type":"box","text":"A-10","page_number":199,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"6864e34f-f5d2-41b2-bd2c-0868c27e26f3","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":200,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"ecc6f6fc-6ec7-49d5-a9cd-b24877de9ae1","block_type":"box","text":"Anti-takeover defenses","page_number":200,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"0f3151ce-8ed7-4990-b6ec-1b24665d460f","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":200,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"81546255-5b31-4eee-ad3a-46c1c66e6f22","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":200,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"9d9c7196-85a0-4b27-a772-95470b826cdc","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":200,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"edfcb623-aec1-4880-8957-fe81c1235970","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":200,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"5dcf9e2b-9a39-47df-bf48-c3d97cd023ac","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":200,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"85885022-da67-40b4-bd62-99e4cca77f9d","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":200,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"a62c0b95-4937-4a19-bb51-56cab3bb2436","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":200,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"5d6fdb0b-2698-4bc6-868e-fbb8d25917f3","block_type":"box","text":"12 months.","page_number":200,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"1d86f571-d84d-4fe1-b7ee-ef2cd5778faa","block_type":"box","text":"Shareholder activism","page_number":200,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"b5f39695-a660-4b18-ae15-0fcdda3f3844","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":200,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"a9d05677-b45a-4b7e-867e-6492065f9499","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":200,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"7fbb0765-a453-457c-9b4e-afd1303fef45","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":200,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"0d9a812f-77a3-40cf-9bc3-017632dd3e31","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":200,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"fa2964ec-0512-46fb-bb4c-d0c6f7ca1998","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":200,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"2d28ca7a-2133-4b96-aace-7c80be860dd6","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":200,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"1faf6eff-bc97-4aa5-817d-fbd0ee657d9c","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":200,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"e5eb827f-0422-4cea-ad5c-4fd177a81e49","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":200,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"be6a4422-e968-452d-aa0b-59977d06dab2","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":200,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"1cc4bdb8-83a4-49fb-8d87-4ab7b89e1c8b","block_type":"box","text":"interests.","page_number":200,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"166fcb82-8608-460a-908d-26a4b8c5f696","block_type":"box","text":"Significant shareholders and related party transactions","page_number":200,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"a1908349-5b40-4867-973d-4eb9ab435677","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":200,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"f3a3b7d3-3ec1-4a1f-926e-279dd212096c","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":200,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"8c86addc-b2ae-45d7-8697-de6adaca5cd2","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":200,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"19aae589-e158-4168-bfe3-07cc705a92ed","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":200,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"37b44ce0-c58e-4775-b1b9-bd302483b7f7","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":200,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"d96a8040-9b96-46ae-9749-af997eee9426","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":200,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"e6b510af-5e52-49ec-a8b0-5a39796107b6","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":200,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"57f00bbb-c50f-487c-8287-98cf25248a22","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":200,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"008c1d33-f12f-447d-84a2-cba3c0410f67","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":200,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"31ca5e7b-818e-4b04-8739-0a7ad4a9d1ea","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":200,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"c5745c7b-5c51-46b4-a6aa-eb07f4f2c8b7","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":200,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"48a87a7d-55d8-48a1-914b-41555ac2e947","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":200,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"000d0c0c-3da5-4cf8-9fd9-6e1c7d8f767c","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":200,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"1c75938c-171c-4600-971a-bb5cfbbf02dd","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":200,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"93013a50-b962-4693-8314-083b8d06d642","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":200,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"173c9d96-93c2-43ce-ba42-fda26d723a6a","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":200,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"cfdf9e1a-fcbe-47cc-838f-87243dd31c0b","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":200,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"b716d173-b360-43b9-9b89-b5bf9a2fc739","block_type":"box","text":"and the implications of these, disclosed.","page_number":200,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"3f024af2-0e4b-43da-8e53-4af76c3510da","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":200,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"30d939a1-97e4-4572-84e2-828a84170900","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":200,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"fa896d54-1c6d-4001-91f4-907c95c5bded","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":200,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"fb5d7bb7-cde0-4b52-95e0-a0eb35cbe41a","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":200,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"b964c9f3-510d-4d9b-90a1-62d93c561957","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":200,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"25b5ce4e-b689-44fd-8514-7d7189b2d8e2","block_type":"box","text":"external audit process annually.","page_number":200,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"6f395e7b-0d03-468a-85eb-52cbb3f2dec0","block_type":"box","text":"A-11","page_number":200,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"abf6b683-f29b-4771-94fc-80ced4a6b44e","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":201,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"04247885-e9fc-4a4f-b5b4-aef257037241","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":201,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"3a56916a-d54c-4e84-846d-76ce9656364c","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":201,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"d2c59639-dbc3-4e69-9d5e-c31161006b9f","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":201,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"6a99a438-d104-4b09-9df2-8a1b464a07c8","block_type":"box","text":"preparing such reports.","page_number":201,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"78de89a1-a193-42fd-a766-c823378c9a4d","block_type":"box","text":"(9)","page_number":201,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"b084f53e-3644-4c80-b94b-f69be65c758f","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":201,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"c90482fc-ebff-499a-8229-4cabd431a904","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":201,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"1bb3399c-2f52-4851-bf5f-698aea1778a7","block_type":"box","text":"(10)","page_number":201,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"aad3646c-d5c3-46bc-a44f-de6a61c2e889","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":201,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"382b581f-2d26-4dc3-ac98-07507caa8632","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":201,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"2abd765b-8831-4bbe-8203-f7afd26fc15a","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":201,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"ae12c2e5-b872-44a9-9205-fd40be919253","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":201,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"3930489f-cc7d-4f45-b2cd-e5e6227e0cdf","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":201,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"05d6cb9d-0856-4b76-9ee8-bf879b5fb005","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":201,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"b2f53dba-b754-4ff3-aaa3-c76926a0b881","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":201,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"3af1d3da-45da-43ff-8221-24adf7f741ac","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":201,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"67ecc967-319e-4916-9714-315ef7cd9fe9","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":201,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"0f6d2ce8-d43a-43a1-ac17-2fb44182520e","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":201,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"c4be8eec-7c25-4ac6-9a0b-5d9568b51afc","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":201,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"34d7773c-57f8-4368-b9d8-58fbc8074cf2","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":201,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"732f4e01-7260-47ca-a3d1-a527615c61cb","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":201,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"0f7b123a-dac6-409c-9a45-9209680cbb07","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":201,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"2b2d8e49-298c-455b-8e35-cf8a92a0e43e","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":201,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"9b228177-958f-4299-b048-705fdc9af8fe","block_type":"box","text":"has not established reasonable remediation plans.","page_number":201,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"40fd8d81-864d-4d4a-92e1-880bd3789b3b","block_type":"box","text":"Shareholder rights and protections","page_number":201,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"2e4da600-5a9f-4714-b860-ef968a72ca98","block_type":"box","text":"General shareholder meetings","page_number":201,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"52d9f623-53e7-44bd-8cc1-dd20e77cdfb0","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":201,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"0c3cc650-d69a-495b-838c-5dbc7e52eeee","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":201,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"d966c5a4-0f38-4194-bbd0-33685818e144","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":201,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"a267a9ca-a14b-477c-9f73-1630abb3a013","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":201,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"5fa749fc-4fbb-47c0-941a-7e347facbd19","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":201,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"b573b65f-8861-4886-88dc-9598809d4a67","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":201,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"3c4edae0-60c7-4587-bf47-45885f5a65bc","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":201,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"d9495e6c-ac56-403d-8578-9aa0d91186ce","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":201,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"0ee18607-93cb-49d3-83c6-21da174eee34","block_type":"box","text":"Bylaw amendments","page_number":201,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"503585b2-f678-452c-a10c-136edbc075d1","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":201,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"5e14adaa-4530-4086-a46b-de404585782f","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":201,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"bd8cc982-e787-4a55-82cb-e8d659e5960c","block_type":"box","text":"to a shareholder vote.","page_number":201,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"402a6ca1-9d06-40d3-b12f-6b60daa475f9","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":201,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"7def2023-ccd9-4ec9-aaf9-eeb8b4d69b59","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":201,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"3febcca5-9087-4c99-a719-079d5df53a03","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":201,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"cff8c813-2dd9-4df3-bc59-8e56f0f85ac2","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":201,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"77148df5-8566-4d1f-8555-21210a7d93ac","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":201,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"3ede6c43-a954-4d82-9654-6144a7bfffbd","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":201,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"4ef3a88b-2ebc-4df7-b871-21eb4e026609","block_type":"box","text":"IFRS","page_number":201,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"e6297bf1-1eea-4f29-80e6-30dc683a45cb","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":201,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"93e3040f-8468-4d2c-8af9-f850882e9742","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":201,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"58347522-83e7-4f58-9660-fddd6aad60b4","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":201,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"91c32107-f5a9-44e0-a82d-795d2e18546c","block_type":"box","text":"andards/ and","page_number":201,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"17a7eea0-b9e9-4cfa-a77f-95a3d4f01f07","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":201,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"054b21fb-77bf-4774-bc97-e2ebba239984","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":201,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"ff9d4bd6-b468-4320-a76a-da60a06a7b85","block_type":"box","text":"A-12","page_number":201,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"6819591d-710a-4cb1-8e21-b069e69da969","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":202,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"ef8fd70d-5ca9-44d5-9cdb-6cab2293dca3","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":202,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"f1ea808f-ee3c-44bb-8b11-f99d9e2bc0eb","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":202,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"b8a8d159-8aad-417e-b270-685b29306f27","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":202,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"4db2823e-f69b-4427-9473-9e862e3e8162","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":202,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"60609e9f-41f4-47d2-b189-6178059b9c05","block_type":"box","text":"Change of domicile","page_number":202,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"caa3ebf6-1d63-4814-94bf-a26fe3883c5f","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":202,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"45dd96cf-a672-41ff-be5c-a1353533c02c","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":202,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"aa5d7d9e-9775-441b-92df-a81a3c30f783","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":202,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"585a21fb-5674-470a-ae5c-9473686a7c5b","block_type":"box","text":"financial interests.","page_number":202,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"f5dd69ae-94cb-4295-b52e-59718b6dec13","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":202,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"f91622f1-c8ee-41b4-b0be-b950ce6b5507","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":202,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"f8775f16-041b-4003-b69b-74bed266da5c","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":202,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"8d4143cb-f1b7-4907-9023-cb44deab8714","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":202,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"fba9b633-fb69-4e37-96b4-f45838971777","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":202,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"0c473191-fc28-4e41-af9a-cc2c1b700e3e","block_type":"box","text":"not provided a credible argument for change.","page_number":202,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"137874a6-b2eb-4297-b4c0-c0d1f49f02fc","block_type":"box","text":"Shareholder proposals","page_number":202,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"f33e53a6-8ec1-4fd4-bc6c-4e84763ea861","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":202,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"967d081f-3904-4e8d-9753-13a252dc336f","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":202,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"d4a12000-c69b-400d-93c9-9ebbeeb93380","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":202,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"8056d575-c297-48de-a3af-bb009ab55001","block_type":"box","text":"business.","page_number":202,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"cf3d3059-3367-4f5f-9ae0-e0792dd27c32","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":202,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"fadfc774-4637-446f-a03d-ade99dea542f","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":202,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"8ae0718f-255a-42ed-a210-25f51fe119ee","block_type":"box","text":"being acted upon might have on financial performance.","page_number":202,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"ba835e06-6724-4f90-8494-5354c9338461","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":202,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"ccdfa54d-6041-4ad3-9cbc-758484c90a3b","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":202,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"6791136f-4d26-4486-aa14-c05c80b95757","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":202,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"43c2da82-a345-4ec5-ab32-042645207beb","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":202,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"342d54fb-8be2-4462-b7e2-38a61265e2ab","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":202,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"b3567672-cfeb-445e-b2db-7ee5232f6ad9","block_type":"box","text":"generates financial returns.","page_number":202,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"adfe95c0-9f08-47c5-ba22-a9f340921d67","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":202,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"756ce072-5dfa-42b4-8af9-0cf52b96286d","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":202,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"a00c4403-a8d8-4bdb-b411-ced93a29500d","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":202,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"b3936510-6bdd-4dde-99ce-87ce772126be","block_type":"box","text":"on proposals put forth by others.","page_number":202,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"d6f93df4-21e9-4445-ab19-10c98461002e","block_type":"box","text":"Corporate political activities","page_number":202,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"31dabd39-3dc3-4108-b3d8-9768154909b6","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":202,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"1cfaf0ef-5565-4a31-a938-439f10c441d9","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":202,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"592de040-a97a-46fd-87bc-85a816db51ed","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":202,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"38329172-33ae-4682-b557-216ec2dd9142","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":202,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"aa227ab9-635a-4877-9162-99394b391320","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":202,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"1521a8e9-93ee-4213-a91b-49e2620e30f1","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":202,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"93819171-2946-45e8-846b-266017167024","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":202,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"9197f82b-930d-44a7-9a08-fbe5d5daf0c8","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":202,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"87802b8d-4380-4c57-9ccb-b05a6c187e60","block_type":"box","text":"A-13","page_number":202,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2e5ed535-7ee7-4cba-8520-d3dc06d61e72","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":203,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"39683e61-9626-452d-a0d1-d364247e4c0d","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":203,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"003863f0-9a40-4db7-ae27-1ca4bf489505","block_type":"box","text":"associations on behalf of members.","page_number":203,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"b934ee6d-3d07-482e-b016-f4a94381d737","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":203,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"b96b9325-685e-4f95-bd3a-ee45e986b4bf","block_type":"box","text":"address the material risk it has identified.","page_number":203,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"f64a32e1-0a6a-4f59-ae41-4b02e3f9c4a4","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":203,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"33888d98-9153-409d-8796-8ca074ae18a6","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":203,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"300260cc-5749-485e-9c48-51e9487b1cc0","block_type":"box","text":"our experience, sustainability-related factors","page_number":203,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"c77e166c-3f51-46bf-99bc-210a7c3e45f0","block_type":"box","text":"(11)","page_number":203,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"79b0dd01-1e4d-47a0-be76-85b58e5687c5","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":203,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"aecf38d0-75c5-45e4-bc64-c8b6b09dd021","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":203,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"768ff077-0f07-4170-ab55-9e44dea7b21b","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":203,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"0358eeb7-41f4-407e-9979-cbf99b6c6104","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":203,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"49c1bdc5-751a-4cc8-a924-55613c3ea9ba","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":203,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"8045f9e0-73fb-45c2-836d-8b2346888deb","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":203,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"4347189e-4936-4a06-9155-ae2165ab3f6f","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":203,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"8fc9cb17-a37d-44f0-983b-7e62ad95c973","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":203,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"96eb296c-0424-47b3-91fc-d9b99abc2480","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":203,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"139c0bc9-b01b-4a3c-972f-367ac401f95d","block_type":"box","text":"investment.","page_number":203,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"8f277374-615e-4233-81c6-f2372d8043cd","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":203,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"6644ec4d-3fdb-4db5-89dd-84175e07933d","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":203,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"8adbc32b-b8e5-4330-8561-a60211d51dcc","block_type":"box","text":"Key stakeholders","page_number":203,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"de777de5-174a-43f2-be18-9d6da83c8701","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":203,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"549302d5-2c17-4630-b162-1176f67afd7a","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":203,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"45292202-3860-4798-a360-e47ee7877892","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":203,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"c5bef6eb-33b3-4239-9b72-0d29ba52b160","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":203,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"164d4d34-a4d3-4a7e-8766-72829f78643c","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":203,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"0fb54515-ce2c-46c1-bf80-943c29d02317","block_type":"box","text":"be financially resilient over time.","page_number":203,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"6e2a0eda-f946-49c1-9c87-b97bd1368efd","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":203,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"2adb5159-9616-4c49-8155-6b519701dca8","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":203,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"7ebfbfc3-1b78-48fb-9e66-83ed193f8914","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":203,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"6a9aed97-cea9-47cc-bdcb-d1783987f7cc","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":203,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"1ff26f8d-e9ca-4416-abd0-aa6ea51d9951","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":203,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"777dcc06-8f1b-429e-a11c-dcb86d8c8ca9","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":203,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"25f8815e-a759-40bd-9f9b-4b71206a99b3","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":203,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"2cb5813d-bd2b-48d6-86c7-09ea7df827ea","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":203,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"b1fdf5c7-13f8-4dca-a66c-1d33bbd8d6b8","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":203,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"3e68e1b1-7a72-4f7d-9751-bacaff317c51","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":203,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"782207d7-0221-4127-b000-6692bc8c4a8d","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":203,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"bfd32d92-4c8f-4774-bdc2-0412992535b2","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":203,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"894de54e-c5f9-4550-8e0d-01b8b62dd6ba","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":203,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"79405202-02b3-4eee-8873-b195afbeed52","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":203,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"e31bb68a-4f54-496a-8446-59bf376d84ad","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":203,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"df121e93-e80b-46bc-a66d-fe419f9a925c","block_type":"box","text":"del that","page_number":203,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"a0653331-0bd9-4301-9730-1d5f8415d3fb","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":203,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"83a4c344-a7e7-401c-b4ba-5c9eb6f3bb34","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":203,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"a974cd9a-e795-413e-a6c9-0ba649515116","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":203,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"c4f1de45-437a-4745-8218-84beaf13bae0","block_type":"box","text":"e","page_number":203,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"f4ad825c-6066-48a2-b0cc-b5731f25d37c","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":203,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"54563289-2c5f-48f5-9c3a-b2afc5b60a18","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":203,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"cb6e6218-a81e-4e5f-a09f-b992d668b3ff","block_type":"box","text":"onsider","page_number":203,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"cbfaa71f-a999-4493-aed3-c85de124a0b5","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":203,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"eb546fb9-6819-4269-9713-1e3636411b4e","block_type":"box","text":"A-14","page_number":203,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"6dccac50-b6a2-4138-9c58-212460abe140","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":204,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"0f3e5e6d-2342-4d54-9caf-8b76f082def2","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":204,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"94f58842-f706-4a6d-b685-846653de9dae","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":204,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"925bbaea-53d4-4f33-9e88-c568a603fc08","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":204,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"b9551968-1676-451e-915c-bb746893789b","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":204,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"a7c3ff8d-c2ba-4850-b146-4c41db5b132f","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":204,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"dfb96ffc-115e-43e8-942a-8c453800a949","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":204,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"17e56722-ce48-45a3-b575-d768283bd912","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":204,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"73eb108d-7bee-4182-87ff-5bf464743ea1","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":204,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"6316ca11-bfa5-4e91-b933-c64b42515194","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":204,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"968dc68d-0add-4934-bd00-f5768439e3d5","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":204,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"f38c02e3-9a99-4f99-bc88-93b8b13176cc","block_type":"box","text":"guidelines.","page_number":204,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"37414c40-b07c-42f8-b927-13ff47828612","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":204,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"f5c111d1-9f0b-440d-b9ae-e721f70bfcd3","block_type":"box","text":"strategies","page_number":204,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"02b10d16-12f3-4910-874b-505b909aca31","block_type":"box","text":"Oversight","page_number":204,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"872f4e07-0835-49a8-91c1-c287c9ad3f5a","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":204,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"75e16a2e-b8fb-4d7a-860b-24423c5dd99c","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":204,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"f92a6fe5-76d0-446f-a0d4-ead34b478bf3","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":204,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"91fba71e-0340-47f0-aebc-0dbb5b602b03","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":204,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"73a335d5-4237-4f27-ab8f-dd03d2ec52cf","block_type":"box","text":"reporting lines, and oversight.","page_number":204,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"7a90eb74-b23e-4131-9b4c-5c9345e75fd9","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":204,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"93a1da69-83c3-4d02-8afd-c9129e4174e3","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":204,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"891848a3-09c7-4568-8825-e93b92abb334","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":204,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"f626fb5d-ad23-41ed-ba30-bb59c69d3462","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":204,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"bc7662e6-44d8-4bf8-a042-2762812c33b5","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":204,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"cef4792e-dfa9-4a6a-a4d2-fc1190e9be47","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":204,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"dd72c686-248e-4463-91b5-e7ec3194b73b","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":204,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"81b79654-b9fe-4d08-bed6-87eb98e57269","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":204,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"70330f6f-8c07-48da-8860-af168a007d11","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":204,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"4ff69117-8f26-4b92-85a1-40ae0157d820","block_type":"box","text":"Voting guidelines and vote execution","page_number":204,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"dfef176e-8ac0-4ea7-b9bb-bba3d92c34b4","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":204,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"1faddcd6-618f-4b34-9a2a-80a7d61256e3","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":204,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"23d305e4-90c2-44b7-9486-2ff209e7b476","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":204,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"a2a51163-2f74-4e74-a163-bcd44bd7bbd9","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":204,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"272ca784-5911-4766-a32b-cfeaeb4011c2","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":204,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"bc36ec66-76fe-4488-ad4f-cb33e9090769","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":204,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"0a5cb2ef-9fa0-47bb-9ca7-ed0ebe9995dd","block_type":"box","text":"below).","page_number":204,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"f7b17f99-940b-4945-ab2e-7c7b0eb6e5f8","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":204,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"3e363856-069c-4c17-9717-1d3fe7c930f9","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":204,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"f09fea5d-7894-468a-b247-c78bb6707af7","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":204,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"a0386692-bfc8-4033-b58c-9a8f327b069b","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":204,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"761684f5-45d2-43f0-9f48-6fef8d63c176","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":204,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"633eb450-45e7-4908-8565-fd2390280a96","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":204,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"72ad0a68-5e61-4e7c-8e4c-f08390d66dd8","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":204,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"5b016556-4c7f-40bd-b487-f3d038ef52d3","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":204,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"94bc6820-743e-4f0e-8c25-21447cab6c3d","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":204,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"4123b552-3226-46f7-93ec-70b18e8cd3d1","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":204,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"37b14464-f1f3-4f28-953f-813ff547ca6d","block_type":"box","text":"A-15","page_number":204,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"9bab8817-4022-4b75-a4cf-6e660d012c6b","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":205,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"8fc07c5e-1df6-48f2-b2f8-97bfa88af763","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":205,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"c0bb0381-eee0-4a0a-8c24-0076e37864d8","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":205,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"aa1e4059-2d0a-434b-abab-1f1d894d0ede","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":205,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"d0a9c173-08be-4ae5-b0df-e6c206d39214","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":205,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"924cb2ba-9ad4-42fb-a605-2846756e33d3","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":205,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"9f14f4b8-e44a-4982-b787-93568f55d05f","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":205,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"cd363bc1-ee45-4275-b91d-1f49fde87928","block_type":"box","text":"burdensome administrative requirements.","page_number":205,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"8c790ac9-b79c-417e-a0fa-c99f7e126fc6","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":205,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"5fa145dd-0b8d-4396-8dc7-91b0cc7d88a5","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":205,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"dd580bbe-db79-4028-bb09-6cf15462c9d0","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":205,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"a129378e-33b4-4267-ab5c-9a2e634a150c","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":205,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"f7614f45-07d2-4967-acb9-1a37cc8c727f","block_type":"box","text":"Voting Choice","page_number":205,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"224a1b74-2dfa-4e02-93b0-b1aa876d03e7","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":205,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"246d7520-f727-4942-b936-91550d4ae339","block_type":"box","text":"voting process where legally and operationally viable.","page_number":205,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"e0c65b6a-f6b4-42c7-8be7-277f894792b6","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":205,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"3e0deba7-d7b7-4a22-b617-8e13570622d7","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":205,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"cfdca8da-2afd-40b3-8cf2-290ca9748c2d","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":205,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"dc1d3455-c815-4ace-88be-b55e9ba448de","block_type":"box","text":"(12)","page_number":205,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"8d85a580-87ee-4642-88b4-dd53dc0daec7","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":205,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"062bd8df-6374-4f89-aabc-d636fbd169fb","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":205,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"b5a2e5be-91cd-4fbd-b399-dcc641e0eabe","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":205,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"8e2351e5-5ca0-4dc0-9533-9d2cecfd8f9b","block_type":"box","text":"because of Voting Choice.","page_number":205,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"75b6263c-b97b-4f6e-8863-3ce1ff0f8630","block_type":"box","text":"(13)","page_number":205,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"cf158dd1-5d87-4b89-9034-9c6b18ddfd12","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":205,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"ad60960c-528c-4be1-af16-be3527ad435c","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":205,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"26e74f83-5203-4585-9066-da944cfc20c9","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":205,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"e3aa0c10-52ec-4c3c-acfe-b7f8ab672e52","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":205,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"6c63c1a3-6a17-447f-82b7-f295e889454a","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":205,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"dde57266-863f-407c-93b0-b04a02d7c459","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":205,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"fba3d8ee-d541-4a3c-85c3-96c78b14959a","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":205,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"2ef58d19-a731-4c99-8e25-85362ce31784","block_type":"box","text":"on behalf of clients.","page_number":205,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"4f3dbcbe-acb6-4edf-afb9-34ec94de4d23","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":205,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"228a75d3-5888-4fdc-a3dd-61146fd7a760","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":205,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"6f3d8a5f-7d38-436c-9027-59b8a7c575d4","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":205,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"2cbd2b09-2806-45b7-8507-573d4905886b","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":205,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"7961ce9f-3f16-47e8-a5cd-7c3d4cf67cda","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":205,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"7d442c23-76dd-4c7f-b9ea-bfc4f40962af","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":205,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"4cce1c53-102c-41c0-82de-c30c9cb3a39d","block_type":"box","text":"materials that may require a modification of votes.","page_number":205,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"0d57a0d3-ae7f-440b-a595-7c7969856172","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":205,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"79acc760-8076-407a-b71d-56df19a21332","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":205,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"def6db44-ec28-4eb8-ba2e-d19c6f2c9033","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":205,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"1771b6a7-fea2-4c65-b2cf-58c053de4145","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":205,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"350997b8-c06c-48f3-988f-0283e1d3ad88","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":205,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"366e5321-4d22-4a3b-8177-f4102234e615","block_type":"box","text":"heir","page_number":205,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"e280208f-69a0-45db-85e0-29c341ba72f4","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":205,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"aa3db6e4-388a-48b4-b94f-5ee2df53cd4c","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":205,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"c13741e0-3140-4fc7-a3ee-fc6c567513e0","block_type":"box","text":"A-16","page_number":205,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"a27e723f-43c5-4413-a9b2-67832915f5da","block_type":"box","text":"Conflicts management policies and procedures","page_number":206,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"920ade60-a3d1-4ae5-85dc-9df1d3dcf68e","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":206,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"5d649601-8441-494e-9d1d-7947c52025d7","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":206,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"635a1989-e0a7-4bb8-a429-e50dc3554661","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":206,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"b4103849-ad1b-4ad5-8db5-c5682dc79abd","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":206,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"9153c58d-7844-4e2b-a911-14404afcc12e","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":206,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"3e582bc2-66b7-4589-be39-f6f940dcf333","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":206,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"1c5cbc2f-f8b1-442b-8eb7-0cdabe5f74e8","block_type":"box","text":"resolutions","page_number":206,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"597372e1-491b-415d-90eb-ad1bcf8bb4f2","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":206,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"ae6ae32b-ef60-4f2d-ade7-407d9d8ac663","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":206,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"6438d0d2-fcaf-4e81-8cde-2480bb142e32","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":206,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"d2dc0bf2-cad0-4779-a46e-bf764ae01681","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":206,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"db215dba-965f-474c-ad81-3cf510a9772d","block_type":"box","text":"managed by BlackRock","page_number":206,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"0097d1c0-541d-415f-8fb6-2f4c3b49e327","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":206,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"0ea92267-9ee4-4db4-8ef9-d594be46755d","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":206,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"56c291b6-707c-49bd-a0a8-119e7c59f601","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":206,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"0b959124-d20c-46d1-b9ba-46d615138375","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":206,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"9c7b05a4-1731-49c9-bc99-72f08a8fb498","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":206,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"6d536022-981a-4290-a6c6-723a05a40eac","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":206,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"1eb72d06-b97e-42a6-ae1c-e745d9bba4a0","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":206,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"138b0c3d-d733-498b-9310-a704bea1a0c5","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":206,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"6a666eed-45e0-4696-b7d8-46e72f53f031","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":206,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"0eac9350-93e2-4a6b-a8f8-a83e0fdf0a79","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":206,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"a5be5f97-2b51-4274-85ef-2d82092c9bd9","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":206,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"4589c4d1-fa11-4d49-9abe-46476ab33cad","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":206,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"9353b5db-575f-4c8a-b4de-788af2606caa","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":206,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"845df926-694c-4b94-9adb-bbed79f4393b","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":206,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"18b49d1d-92c7-4469-b4ae-46a18bf087d5","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":206,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"891a722e-1dcd-4597-8572-524196280a28","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":206,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"fe7dcd2a-b660-434b-8a57-3bfe9452ec86","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":206,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"27abdf36-1904-41ba-b30b-8313d4584431","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":206,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"7026090c-9030-4bb7-b8f1-51af842fa716","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":206,"box":{"x":125,"y":603,"width":790,"height":13}},{"id":"de032926-4b5a-41f1-95bf-b39c90a9b3f0","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":206,"box":{"x":125,"y":618,"width":813,"height":13}},{"id":"e04110af-9671-4f69-86fc-682fa2f89e60","block_type":"box","text":"or potential conflicts of interest, including:","page_number":206,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"31073357-abe2-4387-a1f3-6b8a522cf0d9","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":206,"box":{"x":157,"y":654,"width":593,"height":12}},{"id":"d55fac4c-5f4d-42d2-b691-d41d9eceadac","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":206,"box":{"x":157,"y":674,"width":762,"height":12}},{"id":"29cb9a5f-7fdd-4d15-a03d-8a5bbd2bc3e1","block_type":"box","text":"the board of directors","page_number":206,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"09a6aa1f-4496-4784-80e4-7375fab42fca","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":206,"box":{"x":157,"y":709,"width":647,"height":12}},{"id":"500707f4-ffc0-4521-9521-4d83912356c0","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":206,"box":{"x":157,"y":729,"width":514,"height":13}},{"id":"072d62d2-2c5e-4739-8ba5-9558f86b9f43","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":206,"box":{"x":157,"y":749,"width":765,"height":13}},{"id":"a6ceccba-6d46-4703-80c7-9908adfbf9d8","block_type":"box","text":"party voting service provider","page_number":206,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"9ae1229a-5ccb-4eb6-91e0-51ee83edc698","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":206,"box":{"x":60,"y":791,"width":873,"height":12}},{"id":"ac4b0e45-251d-4e09-bb3c-e426732b399d","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":206,"box":{"x":60,"y":806,"width":826,"height":12}},{"id":"34410991-1c65-4a6d-b545-46d668b4d217","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":206,"box":{"x":59,"y":821,"width":837,"height":13}},{"id":"a56f5b10-d127-4cda-9c9b-3dcf54e89ca8","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":206,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"2223518a-92ac-4dda-a32d-2494edc11add","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":206,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"c6b082a3-3f2e-4352-a413-15bfe9a5fb73","block_type":"box","text":"A-17","page_number":206,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2c6ccfa7-546e-4d47-8c06-98456899e986","block_type":"box","text":"Securities lending","page_number":207,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"ed5e15d9-6bc5-4f48-992c-54ee7f86759f","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":207,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"84b89559-3b43-481f-a389-1e6cf4063122","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":207,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"90fef8ba-eb15-42d3-af6e-e0f08506906b","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":207,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"4f418f3e-a8d8-4b02-9ac5-7ebc0ab26808","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":207,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"9be828be-3e63-47e1-a95d-6d1b7d47ed3d","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":207,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"f17d2197-2243-4122-96db-1a6c45378fea","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":207,"box":{"x":60,"y":180,"width":853,"height":12}},{"id":"8d13471b-ac2d-4208-8d80-a40adbbd26ac","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":207,"box":{"x":59,"y":195,"width":837,"height":12}},{"id":"98ef3062-33a2-4f18-babf-cb80a6e81fc8","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":207,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"40a39b9f-5499-45ad-bc1d-3f761fb5bb30","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":207,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"3998e776-7fd3-41ce-b471-35d2c500a667","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":207,"box":{"x":60,"y":240,"width":850,"height":13}},{"id":"8e7605a3-33a9-47b2-aaca-ac7737546953","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":207,"box":{"x":60,"y":256,"width":313,"height":12}},{"id":"b250beac-271f-4605-9fcf-7491dcff7e0d","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":207,"box":{"x":60,"y":282,"width":851,"height":12}},{"id":"777907a0-5090-46f0-ac53-ea9d4798f3dc","block_type":"box","text":"not warrant recalling securities on loan. 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Reliance upon this information is at the","page_number":207,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"94da7a36-9d32-48e5-9e00-af13610557cc","block_type":"box","text":"sole discretion of the reader.","page_number":207,"box":{"x":59,"y":531,"width":197,"height":10}},{"id":"5334ab34-f1bd-4569-b42b-8c85fe1c3518","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":207,"box":{"x":60,"y":558,"width":190,"height":12}},{"id":"7762e3d8-d055-4962-99fd-0c09a173afc2","block_type":"box","text":"©2025 BlackRock, Inc. 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All other trademarks are those of their respective owners.","page_number":207,"box":{"x":59,"y":600,"width":558,"height":12}},{"id":"8c86fa75-16ae-440f-9b7f-d38b69bba2c9","block_type":"box","text":"A-18","page_number":207,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"53c15f4c-3a79-4e75-946a-0a41c910d9dc","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":208,"box":{"x":173,"y":67,"width":654,"height":30}},{"id":"e28b8147-482a-4417-9acb-fdfda5adad12","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":208,"box":{"x":60,"y":111,"width":483,"height":12}},{"id":"47ca9e5a-1449-4af5-8ddf-2f69650ab9c8","block_type":"box","text":"Effective Date: January 1, 2025","page_number":208,"box":{"x":76,"y":137,"width":218,"height":13}},{"id":"0bb90ae0-6d29-47d6-b6e3-7216151ff27d","block_type":"box","text":"Last Review Date: September 16, 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to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":208,"box":{"x":59,"y":526,"width":878,"height":13}},{"id":"bf1551c9-1307-401c-bb88-c6598cc2b884","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":208,"box":{"x":59,"y":542,"width":849,"height":12}},{"id":"6b2238d0-ecb0-4441-ab98-46c217a9d048","block_type":"box","text":"agreements.","page_number":208,"box":{"x":59,"y":558,"width":86,"height":11}},{"id":"91eb240e-524e-47e2-b4b9-6086ea57bf9c","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":208,"box":{"x":60,"y":583,"width":876,"height":12}},{"id":"17d220d6-eb6b-490e-be58-8293b8ef44cb","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the 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In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":208,"box":{"x":59,"y":613,"width":822,"height":13}},{"id":"79d18e36-b558-4fc4-a76f-3111844f17cc","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":208,"box":{"x":59,"y":628,"width":818,"height":13}},{"id":"26cc31ee-4cd2-4e7f-8882-ba06b3a8d9ec","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":208,"box":{"x":60,"y":644,"width":689,"height":12}},{"id":"b9a5a359-9899-4849-993a-319a8e662d9c","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":208,"box":{"x":60,"y":670,"width":876,"height":12}},{"id":"e5112c4c-c35f-484a-911b-6f1a35144847","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":208,"box":{"x":60,"y":685,"width":828,"height":13}},{"id":"cb1fa424-832c-429f-97a1-0febe0bae9d3","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":208,"box":{"x":60,"y":700,"width":384,"height":13}},{"id":"8c595f87-258c-4e32-8dba-5e5e8380d838","block_type":"box","text":"Conflicts Management","page_number":208,"box":{"x":59,"y":727,"width":164,"height":12}},{"id":"dbcf4426-4cbe-481f-8b5c-337157392bae","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":208,"box":{"x":60,"y":753,"width":823,"height":13}},{"id":"427270b6-1f14-4a1a-8844-26f466858a76","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":208,"box":{"x":60,"y":768,"width":864,"height":13}},{"id":"1695ac95-d8bf-4418-8e06-22c59be81170","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":208,"box":{"x":60,"y":783,"width":830,"height":13}},{"id":"36a18761-79ae-4436-9a19-c79948b345c3","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":208,"box":{"x":60,"y":799,"width":802,"height":12}},{"id":"c4ad4058-5f71-42eb-8782-4b08ea9d7231","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":208,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"c0327238-c56c-4b22-80e5-69730442be0b","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":208,"box":{"x":59,"y":829,"width":635,"height":12}},{"id":"37b8b9ff-132f-4a90-b44c-b33f2b1fab62","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":208,"box":{"x":60,"y":855,"width":757,"height":13}},{"id":"1e247f49-e863-47fe-b804-124c1df52936","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":208,"box":{"x":60,"y":870,"width":783,"height":13}},{"id":"e3cb46b6-228c-42b8-a941-2b10066f7b7d","block_type":"box","text":"requirements, or as may be otherwise required by applicable 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":210,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"6015ccc5-45da-4a89-9c51-0fac43240b62","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":210,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"9472ec0d-36ac-42ce-8e92-c0d977f14749","block_type":"box","text":"Key governance topics","page_number":210,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"5188fc80-cfb0-4924-ad41-2b37cc501d3a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":210,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"11b8e55a-0ab8-4034-94bd-a6f31cfd001d","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":210,"box":{"x":140,"y":256,"width":717,"height":9}},{"id":"0db8a158-69b2-451c-9281-5658cd1594ea","block_type":"box","text":"Auditors and audit-related issues","page_number":210,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"380fb363-be50-4755-81cf-f43db148f1f6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25","page_number":210,"box":{"x":378,"y":275,"width":479,"height":9}},{"id":"462e67be-747d-44f7-b8a2-9f0d6d5deb15","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":210,"box":{"x":140,"y":293,"width":557,"height":13}},{"id":"08b38ff5-b9f5-43a5-810d-ff115486cba0","block_type":"box","text":". . . . . . . . . . . . . . . . . . .A-26","page_number":210,"box":{"x":704,"y":294,"width":153,"height":9}},{"id":"57eb054b-a9d9-448c-acac-f04f9076de1f","block_type":"box","text":"Executive compensation and benefits","page_number":210,"box":{"x":140,"y":312,"width":261,"height":13}},{"id":"2dbcf216-3a1a-4fec-b2b8-8af73be00bd2","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":210,"box":{"x":404,"y":313,"width":453,"height":9}},{"id":"96f6955f-eb21-4426-8a54-2a8629561c29","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":210,"box":{"x":140,"y":331,"width":457,"height":13}},{"id":"d2d45187-1711-4896-89a5-62b169630659","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":210,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"233c5c38-ca85-48c3-96c8-3927dbcea201","block_type":"box","text":"Shareholder proposals","page_number":210,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"b2ae96b2-5771-4a93-8572-730f5413bb8c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":210,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"6e36cb78-6652-477c-a210-05c9ad5216c6","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":210,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"8c0fd4f0-f04c-4a79-b27d-efd24bd5271f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":210,"box":{"x":515,"y":370,"width":342,"height":9}},{"id":"59b49dcb-1898-4a30-9fe9-4dfc00a246fa","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":210,"box":{"x":140,"y":388,"width":427,"height":12}},{"id":"737cb907-cafb-48a7-aa81-cd827e348ce4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-30","page_number":210,"box":{"x":573,"y":388,"width":285,"height":10}},{"id":"824bfd1c-4eaa-4bdd-96eb-0a228bebc22b","block_type":"box","text":"Voting Choice","page_number":210,"box":{"x":139,"y":407,"width":98,"height":12}},{"id":"3d198401-b7f7-49c6-890e-eaaaf4ba9f4f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":210,"box":{"x":241,"y":407,"width":616,"height":9}},{"id":"170c5251-9b62-481d-a1b6-955aaf8e42b4","block_type":"box","text":"Reporting and vote transparency","page_number":210,"box":{"x":140,"y":426,"width":229,"height":12}},{"id":"232ddea7-df02-4224-950f-f99f9e82f588","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":210,"box":{"x":371,"y":426,"width":486,"height":9}},{"id":"565525e1-a2b8-4d54-b7d3-c95794d6923a","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":210,"box":{"x":60,"y":458,"width":365,"height":13}},{"id":"7505fc55-12a6-4b9a-bf20-2e36895d27a0","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":210,"box":{"x":59,"y":485,"width":874,"height":12}},{"id":"825922be-e5c9-4cc3-97f3-8d29d3b5676a","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":210,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"c302f076-de8f-4945-a92c-dc61d0a9e38c","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":210,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"b82f8931-9459-4415-8da5-7d374f5427cf","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":210,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"f248a2dd-8edc-434f-8d68-61d86abc0bef","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":210,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"7e4b2af8-7351-4668-b113-8ede6c3c435d","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":210,"box":{"x":60,"y":572,"width":314,"height":12}},{"id":"37c22702-575c-468f-879b-76c99783d7df","block_type":"box","text":"1. Engaging with the boards and management of companies","page_number":210,"box":{"x":61,"y":592,"width":456,"height":12}},{"id":"3105d390-0702-487a-a13c-0c8901e4174e","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":210,"box":{"x":523,"y":592,"width":405,"height":12}},{"id":"2bd81b70-3c52-4ac7-80a4-90ce1029c547","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":210,"box":{"x":98,"y":607,"width":833,"height":12}},{"id":"995307c5-19a9-4b52-976e-88fd5b2adf9e","block_type":"box","text":"and to help inform our voting on behalf of clients.","page_number":210,"box":{"x":98,"y":622,"width":347,"height":13}},{"id":"16bb1381-6eb9-41d8-8ab5-0fc6aed9739e","block_type":"box","text":"(1)","page_number":210,"box":{"x":447,"y":620,"width":14,"height":8}},{"id":"23cf8162-c519-4f38-9ae5-d60ea29f1208","block_type":"box","text":"2. Voting at shareholder meetings","page_number":210,"box":{"x":59,"y":642,"width":266,"height":13}},{"id":"b90ff687-5dfa-4563-904b-29e817ad869e","block_type":"box","text":"on management and shareholder proposals for clients who have authorized BIS to","page_number":210,"box":{"x":330,"y":642,"width":574,"height":13}},{"id":"58ed010b-a894-46c0-ac04-a33528ad55e7","block_type":"box","text":"vote on their behalf.","page_number":210,"box":{"x":98,"y":657,"width":139,"height":10}},{"id":"936402fd-cab1-4e40-ab42-499624f4e885","block_type":"box","text":"3. Contributing to industry dialogue on stewardship","page_number":210,"box":{"x":59,"y":678,"width":396,"height":12}},{"id":"f1ef65ec-51a7-455a-af62-1fb23c500b36","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":210,"box":{"x":459,"y":678,"width":458,"height":12}},{"id":"33199c27-ed8c-4968-983e-019e0306161f","block_type":"box","text":"investments.","page_number":210,"box":{"x":99,"y":694,"width":87,"height":8}},{"id":"14c39fae-e0b0-4e53-af3e-eed281975743","block_type":"box","text":"4. Reporting on our activities to inform clients","page_number":210,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"7a233a16-73df-4459-b8d6-af21fde96356","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":210,"box":{"x":417,"y":713,"width":450,"height":12}},{"id":"e66888a2-a46f-4697-a041-2e69ea8d771f","block_type":"box","text":"publications on our website and direct client communications.","page_number":210,"box":{"x":98,"y":728,"width":437,"height":12}},{"id":"c7ac525a-5ddf-484d-9538-3ed749e223eb","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":210,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"6c549cd3-4fd7-4656-933e-9cf12a19b672","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. The BIS Benchmark","page_number":210,"box":{"x":59,"y":770,"width":873,"height":12}},{"id":"48696eee-6d65-4fa3-b69f-b5dc7e9b8e99","block_type":"box","text":"Policies – which are comprised of the BIS Global Principles, regional voting guidelines, and Engagement Priorities – apply to","page_number":210,"box":{"x":60,"y":785,"width":860,"height":12}},{"id":"c3092db4-1b9e-4bf0-b3d1-cb16f03e745e","block_type":"box","text":"(1) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":210,"box":{"x":59,"y":866,"width":849,"height":10}},{"id":"b7636c6b-712a-47f7-99c4-26ba36e4c7e0","block_type":"box","text":"lity","page_number":210,"box":{"x":909,"y":866,"width":16,"height":10}},{"id":"0d2ea98f-787c-483b-8c97-0b8ed3ddf1f0","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":210,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"15b4ccb6-8f56-4807-8af3-8ce9f9d93c47","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":210,"box":{"x":92,"y":891,"width":561,"height":10}},{"id":"ba52f00f-a6c4-4ec7-91bf-2413a1311b11","block_type":"box","text":"A-21","page_number":210,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"fb00c212-3e2b-4268-8167-86f67c08ed4d","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":211,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"5b66d75f-eb44-4922-9d57-90d6b9ced307","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":211,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"883f236b-e670-4247-9d58-b323064a73d5","block_type":"box","text":"(2)","page_number":211,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"060a3acf-4fc1-452e-91a2-991f71e7293b","block_type":"box","text":"Philosophy on investment stewardship","page_number":211,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"ab3ec329-4862-4693-888c-a3d730fcde6a","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. We maintain global principles on","page_number":211,"box":{"x":59,"y":135,"width":836,"height":12}},{"id":"44e8e720-1b66-481d-9a06-9635b0132635","block_type":"box","text":"corporate governance, which guide our approach to stewardship across jurisdictions, while recognizing the unique","page_number":211,"box":{"x":59,"y":150,"width":803,"height":12}},{"id":"4d31509e-f240-43a9-8807-c6fc224b2538","block_type":"box","text":"characteristics of the different markets where companies operate.","page_number":211,"box":{"x":59,"y":165,"width":459,"height":12}},{"id":"e98f8395-dcad-48e0-aed5-10f8c0c059d1","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":211,"box":{"x":59,"y":191,"width":851,"height":13}},{"id":"c4c471e9-c3b6-46f8-ac30-fef11619e5b6","block_type":"box","text":"shareholders in public companies, BlackRock does not direct a company’s strategy or its implementation, nor how they","page_number":211,"box":{"x":59,"y":206,"width":834,"height":13}},{"id":"8dd8357b-94a6-4373-8010-10a27852c850","block_type":"box","text":"should manage material business risks. Our role, on behalf of clients as long-term investors, is to better understand how","page_number":211,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"33452da6-5afc-46cb-910c-8b77d35a84f1","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":211,"box":{"x":59,"y":237,"width":876,"height":12}},{"id":"995b0db3-d07c-463d-a0b0-d78a970649ca","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":211,"box":{"x":59,"y":252,"width":306,"height":12}},{"id":"40b749aa-b824-4ac0-9397-ac5f5dee6455","block_type":"box","text":"Stewardship in practice","page_number":211,"box":{"x":59,"y":278,"width":169,"height":13}},{"id":"3d560584-31f6-4019-a34b-ef71b2418b55","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":211,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"958b7e91-a79f-4f0a-a609-ff6321e6303d","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":211,"box":{"x":60,"y":320,"width":871,"height":12}},{"id":"a3e3480e-0d7f-452c-8e56-418262ebc2f6","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":211,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"ed1cf9f9-4e65-48da-b934-216e7d6bab2e","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":211,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"c3c3ff5e-cccd-4010-8436-de3d39ed0978","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":211,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"e630fd89-2d70-4046-be0a-196101b0b7b2","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":211,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"16df093b-02ed-4b29-9b12-d74154fcd776","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":211,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"181f2b68-59af-42f9-84d6-26234e02b046","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":211,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"453ea9d4-c8f7-4bef-9c3b-59ea171de6fd","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":211,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"f07f4f3a-a285-4e68-bf65-2860b8f3e7fc","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":211,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"2cbb7278-30ff-4da3-bf7f-d146de8ce630","block_type":"box","text":"goals.","page_number":211,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"0e836a49-c1dc-4ad1-89b1-fd44757b3aa7","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":211,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"c7b44dbc-3dc0-4f4d-9ef9-6c31e6eab871","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":211,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"b203b30c-4c87-4b1d-8d26-d80778624aae","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":211,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"988211f3-9849-4efa-ad0b-0f819e5d0fe4","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":211,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"f5c1cbc1-059d-481b-987e-5693a92ce690","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":211,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"2df01ac4-ea0c-4256-ae3e-4fd6629cbdaf","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":211,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"4d2056f4-a5de-4162-b1a6-a462ae082222","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":211,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"2714da94-302a-47c7-972d-2b92372fd744","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":211,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"1e8c4089-64e7-48a2-bc77-fec15e488bfc","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":211,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"cca2ae09-20c5-4e75-82a9-3da2b9c66fd2","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":211,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"32331e56-1af3-4d21-8bbd-034825d2edea","block_type":"box","text":"proposal.","page_number":211,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"225438f4-7e85-4a58-85ff-dd9bc708da23","block_type":"box","text":"Shareholder rights","page_number":211,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"7df176d2-d714-4874-bbd2-c5e51efd2510","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":211,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"92e8e52a-9451-48a5-8a77-3e227b9c5d48","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":211,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"ffb3017c-8a54-48e6-b139-ecd017e02001","block_type":"box","text":"(3)","page_number":211,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"bd1f5513-47bd-4e9b-b5fc-c6cc3ada3bb6","block_type":"box","text":"For example, in most","page_number":211,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"d35543fb-8ad1-4d35-9057-5c1442f825b0","block_type":"box","text":"markets, shareholders have the right to:","page_number":211,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"e39cc8c6-7a15-451a-bd5a-2d1c897cc7c3","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":211,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"b8b2d2ad-4764-419d-b52a-31cfc9b29e2a","block_type":"box","text":"or bylaws.","page_number":211,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"a87e7dc3-f6c6-4179-be71-ef1c30b0e731","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":211,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"ac285f9c-7f41-4b65-80dc-299ee7d0796b","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":211,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"c45abb97-1aae-4f99-a0e7-7350150a4865","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":211,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"f173eb5c-a98c-40b0-ab0f-2a91d0c26bb8","block_type":"box","text":"st","page_number":211,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"6af17f8b-53fc-4380-976e-d545e680fe5e","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":211,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"503d13d7-7974-414d-ba36-2c469221e997","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":211,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"2fee97e8-f9e3-46d6-97ef-fcbdeee095ab","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":211,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"c8138f6c-7712-4e78-bcd5-e13ebe50a997","block_type":"box","text":"December 2025.","page_number":211,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"11ed4501-a408-41a6-b9b7-9df8e0fb57ee","block_type":"box","text":"A-22","page_number":211,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"9e2f987d-e996-4217-a5b0-c79fa4198761","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":212,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"6510674e-8817-4242-810c-3011dc10cad2","block_type":"box","text":"material — to make informed decisions.","page_number":212,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"d250befa-ddf1-42c0-a1fa-eb02edff4c8b","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":212,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"19292a7d-1252-40ba-af77-fb511850a039","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":212,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"3fc16f0c-36c5-4e03-85cf-41bc64ca7626","block_type":"box","text":"Key governance topics","page_number":212,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"71f1df62-cabe-4527-8d25-dd7235e59c35","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":212,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"4a2acb5c-13ae-4fc7-bba9-eb93faa459fc","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":212,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"49822ac3-fc0e-4181-8586-8062879f56a6","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":212,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"f99788d7-45b0-4032-9e78-18383a5262d2","block_type":"box","text":"• Boards and directors","page_number":212,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"b756cfe3-8433-4ee4-89dd-93c46b5bb9ae","block_type":"box","text":"• Auditors and audit-related issues","page_number":212,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"bcaaf1b3-e009-4c78-b158-da9192d74441","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":212,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"0dafa5fa-272a-4324-9f25-d5af816234d6","block_type":"box","text":"• Executive compensation","page_number":212,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"9468c3ec-d987-4e62-9cfa-eb05dbec5223","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":212,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"7cb3fbc2-5708-4526-9264-4fa2dbddadad","block_type":"box","text":"• Shareholder proposals","page_number":212,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"d4fcb2aa-eb08-4143-b11e-9f9f9d6abc2d","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":212,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"102ef15d-681e-43fc-b30f-5ea9f8c5cd52","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":212,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"df0c1c54-4438-4cdf-8117-2c6f6f18736e","block_type":"box","text":"operate.","page_number":212,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"3721cb3f-dfe8-4b2d-a32a-cd4c52344919","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":212,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"dc41b919-2f24-46bb-984d-6136c4e9311a","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":212,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"64511e10-b34c-4715-acfe-56cd48d2b47f","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":212,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"5d3ad8b0-f4de-4d8f-8bc2-b7a90190bebc","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":212,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"0d726049-0d30-4d58-83fa-202f091088a9","block_type":"box","text":"(4)","page_number":212,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"7bfbf549-d80a-4887-8c88-306d33e1f46b","block_type":"box","text":"Boards and directors","page_number":212,"box":{"x":60,"y":482,"width":148,"height":10}},{"id":"a5fee0b5-755f-47dd-9048-e6b97a2fb9b2","block_type":"box","text":"Oversight role of the board","page_number":212,"box":{"x":59,"y":509,"width":194,"height":12}},{"id":"62d8c181-b28b-4d77-99cf-5f3ba17c817d","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":212,"box":{"x":59,"y":535,"width":830,"height":13}},{"id":"952af657-8a40-41b4-9637-85634447d80f","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":212,"box":{"x":60,"y":550,"width":830,"height":13}},{"id":"56098f9b-11a3-4244-b10b-70573cdcc962","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":212,"box":{"x":59,"y":566,"width":866,"height":12}},{"id":"4d91c098-36dc-4b4a-86f0-4efd36f468e4","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":212,"box":{"x":59,"y":581,"width":842,"height":12}},{"id":"1b0caa8c-b285-4b92-b6ec-2094c08a8c5a","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":212,"box":{"x":60,"y":607,"width":823,"height":12}},{"id":"84961d7c-b2ba-41a2-9871-e69369b4a4db","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":212,"box":{"x":60,"y":622,"width":867,"height":13}},{"id":"20b828d3-09d4-4a0b-86e8-e06539dfe5c0","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":212,"box":{"x":59,"y":637,"width":843,"height":13}},{"id":"c5cc0bc7-809c-4210-94c0-af50ba41279e","block_type":"box","text":"which a company is operating.","page_number":212,"box":{"x":59,"y":652,"width":213,"height":13}},{"id":"bf1dbe36-f7f2-4e60-9849-6032af00009d","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":212,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"b6ac3e1c-d9c3-4b13-971c-788412866ffe","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":212,"box":{"x":60,"y":694,"width":852,"height":12}},{"id":"47fc7501-8132-4c16-af92-47faf28fe4a4","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":212,"box":{"x":60,"y":709,"width":853,"height":12}},{"id":"716f9406-2f88-45df-a04c-a95b949a7e2e","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":212,"box":{"x":60,"y":724,"width":841,"height":13}},{"id":"37555ec2-242a-471b-bd68-85c891885e66","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":212,"box":{"x":60,"y":739,"width":729,"height":13}},{"id":"f310217b-68c5-44b1-bd34-73e8889e41e0","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":212,"box":{"x":60,"y":766,"width":777,"height":12}},{"id":"69a144aa-89a4-462f-a59d-857468701960","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":212,"box":{"x":60,"y":781,"width":853,"height":12}},{"id":"20172647-381a-4bca-9448-d13ad4f832c7","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":212,"box":{"x":60,"y":796,"width":838,"height":12}},{"id":"5c09f1a4-4bca-4e1b-aa04-e2ccc7f73be9","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":212,"box":{"x":60,"y":811,"width":842,"height":13}},{"id":"972b1778-7092-47e6-a742-022ee13fb854","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":212,"box":{"x":60,"y":826,"width":663,"height":13}},{"id":"c9ae2716-f495-4588-8b3f-899d856c99da","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":212,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"a6b3fd86-85c7-4e9f-9ee8-2901d11cffa6","block_type":"box","text":"rmed","page_number":212,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"d90c8dc5-53ad-4b24-8ba9-eddee2d866c6","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":212,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"a92724ff-3ca9-4b7e-9023-1c7c00467042","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":212,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"4c1f3623-e975-4901-a9ec-889bac0096eb","block_type":"box","text":"voting guidelines.","page_number":212,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"2fce7e27-c70e-47d1-a414-ef243218811c","block_type":"box","text":"A-23","page_number":212,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"6783584d-47b9-4ca6-a2e2-2e48596b4182","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":213,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"dc72e32b-d063-4015-bc44-fd94544575f7","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":213,"box":{"x":60,"y":82,"width":817,"height":12}},{"id":"75c4e53a-a307-42bd-81e1-b45050b03733","block_type":"box","text":"particular responsibility for the issues.","page_number":213,"box":{"x":59,"y":97,"width":264,"height":12}},{"id":"e5c5c225-50b3-477a-925e-4e2de507b3e1","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":213,"box":{"x":59,"y":123,"width":853,"height":13}},{"id":"7f5afa3f-6ef0-4899-afc8-6dbea53c9c63","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":213,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"3b51940b-2603-42ac-9e12-5a3ec9b95e52","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":213,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"de661d4e-337c-47c5-8ad7-e66d12c40006","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":213,"box":{"x":60,"y":169,"width":870,"height":12}},{"id":"5e5a1356-257d-4627-bdc1-f33b73b51537","block_type":"box","text":"and business model.","page_number":213,"box":{"x":59,"y":184,"width":143,"height":9}},{"id":"72910248-a299-4de1-afc4-d54c6cfa00fa","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":213,"box":{"x":60,"y":210,"width":789,"height":13}},{"id":"3aa6551f-0b1d-4109-8378-224b91343974","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":213,"box":{"x":59,"y":225,"width":655,"height":13}},{"id":"c93ec011-0522-49c1-b95c-079266e865bb","block_type":"box","text":"Regular accountability through director elections","page_number":213,"box":{"x":60,"y":252,"width":354,"height":12}},{"id":"02996df6-734e-4125-bfa0-1c7eb2d52df2","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":213,"box":{"x":59,"y":278,"width":869,"height":13}},{"id":"53177f91-e09c-4a2f-a982-0c32f4870840","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":213,"box":{"x":59,"y":293,"width":867,"height":13}},{"id":"291fec5e-33e8-4d67-9388-c82e4f96a69d","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":213,"box":{"x":59,"y":308,"width":584,"height":13}},{"id":"a33d36a3-cef7-4322-b061-eb8f9784f847","block_type":"box","text":"(5)","page_number":213,"box":{"x":645,"y":306,"width":14,"height":9}},{"id":"648d78cb-c4ea-4e2b-aba2-5e3dfce67ed4","block_type":"box","text":"Annual director elections allow","page_number":213,"box":{"x":664,"y":308,"width":217,"height":10}},{"id":"e8d677b5-e7ed-4386-a919-567bb2035d8a","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":213,"box":{"x":59,"y":324,"width":843,"height":12}},{"id":"ede298f4-41a7-4453-96ba-a872de467b67","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":213,"box":{"x":60,"y":339,"width":870,"height":12}},{"id":"5094222b-4113-4c50-a93e-0f194bb83489","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":213,"box":{"x":60,"y":354,"width":832,"height":12}},{"id":"35257586-5c78-4e85-84e6-5b5d5899dd5a","block_type":"box","text":"election at each shareholder meeting.","page_number":213,"box":{"x":59,"y":369,"width":263,"height":12}},{"id":"5d1a25d0-8147-48cf-805f-b68b71967ab7","block_type":"box","text":"Board quality and effectiveness","page_number":213,"box":{"x":60,"y":395,"width":224,"height":13}},{"id":"6e2d5291-c48d-4ebf-b780-f8eae969caf8","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":213,"box":{"x":60,"y":422,"width":793,"height":12}},{"id":"66b863bb-2e07-42b3-a50e-adb6ce9ef6ac","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":213,"box":{"x":59,"y":437,"width":840,"height":12}},{"id":"6400416d-c0ac-43ed-8239-a4eb469ef969","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":213,"box":{"x":60,"y":452,"width":819,"height":12}},{"id":"3edfee06-4e5e-4429-a719-2397e7374ee4","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":213,"box":{"x":59,"y":467,"width":851,"height":13}},{"id":"15642370-5b95-423e-a3de-7a67cf9372e5","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":213,"box":{"x":59,"y":482,"width":724,"height":13}},{"id":"bbff2cf9-e3c3-4fcb-956a-5320bef5634f","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":213,"box":{"x":59,"y":509,"width":806,"height":12}},{"id":"4c14e5b6-ec09-4d28-a759-44ea6501ed24","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":213,"box":{"x":59,"y":524,"width":830,"height":12}},{"id":"e7911bbe-af9a-49c3-8d1c-32567647763a","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":213,"box":{"x":59,"y":539,"width":857,"height":12}},{"id":"4fddfe02-6adc-49dd-b197-144d4faa45ab","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":213,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"f863018d-2757-4434-9e4e-412213750e97","block_type":"box","text":"term financial returns.","page_number":213,"box":{"x":59,"y":569,"width":154,"height":10}},{"id":"fa9fe0d0-9d50-465b-b3d9-a99d5550fdf9","block_type":"box","text":"Director independence","page_number":213,"box":{"x":60,"y":596,"width":164,"height":12}},{"id":"a1888968-9bec-4cf2-93c4-5acf2346526e","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":213,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"1eaebd24-fede-47c1-a67b-a9fb97893190","block_type":"box","text":"corporate governance across markets.","page_number":213,"box":{"x":59,"y":637,"width":267,"height":13}},{"id":"321bb304-b256-4d7b-8a7d-f00f0e4f154a","block_type":"box","text":"(6)","page_number":213,"box":{"x":328,"y":635,"width":14,"height":8}},{"id":"aab23e4f-164f-4580-833f-617e7f632e6a","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":213,"box":{"x":347,"y":637,"width":571,"height":13}},{"id":"96cdd422-fd7d-4204-8af2-87ea0f9fcce3","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":213,"box":{"x":59,"y":652,"width":849,"height":13}},{"id":"c0de561f-1d75-4fd5-8372-8a05f058798a","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":213,"box":{"x":60,"y":668,"width":878,"height":12}},{"id":"a2800862-19af-41d5-ae6d-3cd0d2fbfd51","block_type":"box","text":"of controlled companies, at least one-third.","page_number":213,"box":{"x":59,"y":683,"width":301,"height":12}},{"id":"24bdab8b-c8f4-4a48-a39a-0a505ae257b4","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":213,"box":{"x":59,"y":709,"width":529,"height":12}},{"id":"cbee8cbe-a991-4496-ac09-477438d7dcf7","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":213,"box":{"x":59,"y":729,"width":466,"height":13}},{"id":"485db382-05cd-4544-ba0c-e3cbaab05a51","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":213,"box":{"x":59,"y":749,"width":627,"height":13}},{"id":"9ef0151e-73fb-4521-8011-f7f27ad08a59","block_type":"box","text":"• Interlocking directorates","page_number":213,"box":{"x":59,"y":770,"width":203,"height":12}},{"id":"457b6212-8ccf-405c-895f-5efa7a60936b","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":213,"box":{"x":59,"y":790,"width":853,"height":12}},{"id":"22fea589-da3f-4666-b93a-094198638066","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":213,"box":{"x":92,"y":805,"width":646,"height":12}},{"id":"a4f06954-f646-4204-9950-177e2661a474","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":213,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"ca9bdd8e-9135-4534-abd9-d87f7fd98f2a","block_type":"box","text":"est","page_number":213,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"b762f9b5-eb2b-469c-8508-5bf3dd212551","block_type":"box","text":"practice.","page_number":213,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"930a9155-5025-48cd-a5c9-79f868049ccc","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":213,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"99ca07c8-c43b-47e9-8a45-76e78cbbf34b","block_type":"box","text":"ov","page_number":213,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"85fa2799-af8f-41d6-88b2-d5fca68c9a39","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":213,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"deadf93c-2569-4709-9f62-ef598c92f14b","block_type":"box","text":"A-24","page_number":213,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"a6ea3ec0-7633-4f6c-946b-6f2f0cc27351","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":214,"box":{"x":60,"y":67,"width":847,"height":12}},{"id":"ebdcdd8f-ea1b-49a6-8c0a-59aba74f9306","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":214,"box":{"x":60,"y":82,"width":838,"height":12}},{"id":"bc7b8a20-7a2f-4e40-9f49-dc00f3acb90e","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":214,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"1244edd8-c476-4c38-8ee0-ebcee10989c4","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":214,"box":{"x":59,"y":112,"width":841,"height":12}},{"id":"e48bf8dd-ec46-4cff-b11e-51c8c26b815e","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":214,"box":{"x":59,"y":127,"width":870,"height":12}},{"id":"aa59f16a-e36e-48b8-bf82-6c3bbc975ca7","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":214,"box":{"x":59,"y":142,"width":862,"height":13}},{"id":"e388a66e-88e4-4b35-bbdb-6384d88a63ea","block_type":"box","text":"situation warrants.","page_number":214,"box":{"x":59,"y":158,"width":130,"height":9}},{"id":"2c4b7066-bd93-451b-9def-7cc4602c83e9","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":214,"box":{"x":60,"y":184,"width":871,"height":12}},{"id":"f576114b-725b-4daf-90ee-c45277fb01db","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":214,"box":{"x":59,"y":199,"width":827,"height":12}},{"id":"e920d74c-4d93-4066-a7d2-1abdd38639e0","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":214,"box":{"x":60,"y":214,"width":840,"height":12}},{"id":"58d1c8f0-a9f9-4a3c-a8b7-4e1e7d417235","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":214,"box":{"x":59,"y":229,"width":851,"height":12}},{"id":"870874a4-18e4-4ccd-a5de-5e949dae7c7c","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":214,"box":{"x":60,"y":244,"width":827,"height":13}},{"id":"eeddafd2-3cf8-466f-887d-c033ad6baa78","block_type":"box","text":"investigate a significant adverse event.","page_number":214,"box":{"x":60,"y":259,"width":267,"height":13}},{"id":"7cdea968-01d8-447a-9010-5595b213663d","block_type":"box","text":"Sufficient capacity","page_number":214,"box":{"x":59,"y":286,"width":133,"height":12}},{"id":"da845173-d270-48fa-9e5f-9350ee4a768a","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":214,"box":{"x":59,"y":312,"width":835,"height":13}},{"id":"06040660-c547-4229-8157-a532239f2488","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":214,"box":{"x":59,"y":327,"width":806,"height":13}},{"id":"0b2a6588-f75c-462c-8321-093157163568","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":214,"box":{"x":60,"y":343,"width":872,"height":12}},{"id":"055302e2-fcac-4fb8-9ab2-c45ca39ea1c2","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":214,"box":{"x":59,"y":358,"width":613,"height":12}},{"id":"31ce0f1a-b717-4288-82d8-b386a1dc844e","block_type":"box","text":"Board composition","page_number":214,"box":{"x":60,"y":384,"width":135,"height":12}},{"id":"f3bdbe23-0ca4-4f2c-a34c-d110ea57c7ed","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":214,"box":{"x":60,"y":411,"width":780,"height":12}},{"id":"3ef93f53-d5df-4c8a-a656-a0642618b51a","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":214,"box":{"x":59,"y":426,"width":822,"height":12}},{"id":"410ffb9b-3b0b-4e75-ab69-f4cca2e5c0eb","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":214,"box":{"x":59,"y":441,"width":758,"height":12}},{"id":"1f6b8573-b788-45b7-a10b-20fb1eb15c45","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":214,"box":{"x":59,"y":467,"width":876,"height":13}},{"id":"ab26f7b1-edd7-46c2-851a-55f50d191767","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":214,"box":{"x":59,"y":482,"width":854,"height":13}},{"id":"b141c37f-893a-4a08-9e93-1aaa0d809698","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":214,"box":{"x":59,"y":497,"width":827,"height":13}},{"id":"60999e15-5dde-40f4-83cc-367565e96f86","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":214,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"cf29abb4-5bee-498e-ade8-7553b6d613d2","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":214,"box":{"x":59,"y":528,"width":871,"height":12}},{"id":"d5eb63c6-8277-4266-9133-b12671247185","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":214,"box":{"x":59,"y":543,"width":378,"height":10}},{"id":"db56749b-7f1e-4e04-83e9-e0c1449a329c","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":214,"box":{"x":60,"y":569,"width":860,"height":13}},{"id":"68ad43a6-a8cc-47b1-b690-a022d7e7e220","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":214,"box":{"x":59,"y":584,"width":849,"height":13}},{"id":"f4cb7c00-21e4-4aa6-b29f-564eeada181c","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":214,"box":{"x":60,"y":600,"width":829,"height":12}},{"id":"d369833c-f135-4f11-8726-a77501267204","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":214,"box":{"x":59,"y":615,"width":500,"height":12}},{"id":"e0ccedcc-a240-493a-a2aa-f172a10fc4e5","block_type":"box","text":"Auditors and audit-related issues","page_number":214,"box":{"x":59,"y":641,"width":239,"height":10}},{"id":"f64264d6-82f7-4c6b-a1a8-e24e7c02cc54","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":214,"box":{"x":60,"y":668,"width":856,"height":12}},{"id":"931005b9-2d3d-4b5a-b629-54cc3bd94f16","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":214,"box":{"x":59,"y":683,"width":810,"height":12}},{"id":"a2d0d8a8-3d82-4c71-be51-6d3df83dc3f4","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":214,"box":{"x":59,"y":698,"width":458,"height":12}},{"id":"a83f0e85-1363-4c2c-a0ec-4e0264b78679","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":214,"box":{"x":59,"y":724,"width":854,"height":13}},{"id":"4de40e76-b0e5-4271-ae9f-3c33463dc4e5","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":214,"box":{"x":59,"y":739,"width":834,"height":13}},{"id":"b8e37df1-a865-4b54-a520-e4bb490ce12e","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":214,"box":{"x":59,"y":754,"width":847,"height":13}},{"id":"727e171b-6dd5-49dc-8b3a-bb8d61d88e9b","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":214,"box":{"x":60,"y":770,"width":851,"height":11}},{"id":"8d164ecf-0ef4-43ee-bcd9-6a758883fdce","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":214,"box":{"x":59,"y":785,"width":527,"height":12}},{"id":"15bdd775-86b6-4cfe-83d6-81a64f4a7ca4","block_type":"box","text":"(7)","page_number":214,"box":{"x":588,"y":783,"width":14,"height":8}},{"id":"82dc2ede-e5fd-4ee0-8902-3f347996ea28","block_type":"box","text":"In our view, effective audit committee","page_number":214,"box":{"x":608,"y":785,"width":262,"height":11}},{"id":"07f0a5a2-9043-4e41-94b8-90bf53bfb449","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":214,"box":{"x":59,"y":800,"width":831,"height":12}},{"id":"42a2df5d-2e83-499c-8634-65dea4173c65","block_type":"box","text":"reassurance to shareholders.","page_number":214,"box":{"x":60,"y":815,"width":199,"height":10}},{"id":"8e43aca4-d217-4c24-9292-08a1af10856d","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":214,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"5824cf49-41b9-4bbf-8e57-41702d94390c","block_type":"box","text":"ng and","page_number":214,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"14da2da3-e276-44fb-a65f-7049aab389dc","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":214,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"e31addd1-18cb-48c6-b881-91193abab857","block_type":"box","text":"son","page_number":214,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"05f02a56-c006-489e-9f56-134dc9c233db","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":214,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"7de00667-96b8-438a-876b-f9d35450bbb4","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":214,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"4fbccb14-ebba-4df8-895a-adb2b8e2709f","block_type":"box","text":"A-25","page_number":214,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b0c1d20f-86c7-42f3-9166-035f0cf229b1","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":215,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"daf50ad0-3404-4baa-9c7f-b4bad1f0b8c0","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":215,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"3e45ef34-2a95-4b64-920d-29d4e07272ad","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":215,"box":{"x":60,"y":97,"width":807,"height":12}},{"id":"26f64591-a2c5-45e7-b7e4-682afd629d00","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":215,"box":{"x":60,"y":112,"width":825,"height":12}},{"id":"6603b7a3-3745-49d3-bc1e-57c132bfe961","block_type":"box","text":"oversee the audit process and related activities.","page_number":215,"box":{"x":59,"y":127,"width":330,"height":12}},{"id":"2522e8ee-efa7-40ad-a652-732872594897","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":215,"box":{"x":59,"y":154,"width":871,"height":12}},{"id":"977f0d73-f350-47d0-9de8-0ce32bece3ca","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":215,"box":{"x":59,"y":169,"width":811,"height":12}},{"id":"d56e9ec5-6cb0-43ca-94ce-6aa64c325d56","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":215,"box":{"x":59,"y":184,"width":827,"height":12}},{"id":"0e0a8e36-464d-47e8-84b3-e254ac28bfd6","block_type":"box","text":"function.","page_number":215,"box":{"x":59,"y":199,"width":62,"height":10}},{"id":"8c1b19ad-9cde-48af-aa27-0037d7ac79d8","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":215,"box":{"x":59,"y":225,"width":874,"height":13}},{"id":"045db17d-0643-447f-b529-9752e4726917","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":215,"box":{"x":59,"y":240,"width":876,"height":13}},{"id":"fe8806fc-26e6-4bf5-b33b-fb92f68816b6","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":215,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"ff3896f2-1ec8-4654-a8fd-18616bc2fcf9","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":215,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"cd78426e-2bcb-4dca-841b-c252e0b73229","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":215,"box":{"x":59,"y":286,"width":416,"height":12}},{"id":"d75e88f5-ad24-4595-8b09-1e83aa896a51","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":215,"box":{"x":59,"y":312,"width":791,"height":13}},{"id":"1fbe8afa-c0af-4913-a75d-02defeb0e37d","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":215,"box":{"x":60,"y":327,"width":838,"height":13}},{"id":"b64734c3-bdf8-4e47-8167-b2b850545e56","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":215,"box":{"x":59,"y":343,"width":844,"height":12}},{"id":"5bd6fcc8-aec3-4feb-9c25-2efb6c1f71dd","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":215,"box":{"x":60,"y":358,"width":857,"height":12}},{"id":"a8ac0439-a7a1-45c3-a0b5-34d7681f2b6b","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":215,"box":{"x":59,"y":373,"width":731,"height":12}},{"id":"03453229-e005-42a3-bb7a-56aa5ae1e722","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":215,"box":{"x":59,"y":399,"width":577,"height":13}},{"id":"6aea5def-515f-43fe-aad1-fbeb1ab077e2","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":215,"box":{"x":59,"y":426,"width":852,"height":12}},{"id":"9e7cf194-5846-41ec-8bdb-5932c5dc8fdd","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":215,"box":{"x":59,"y":441,"width":841,"height":12}},{"id":"ff8f3d80-e7f4-44c2-949a-859428a61114","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":215,"box":{"x":59,"y":456,"width":351,"height":12}},{"id":"b1615970-ea41-4177-a6c6-63f8a0ec6a8c","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":215,"box":{"x":60,"y":482,"width":874,"height":13}},{"id":"7ac9954d-da9b-4d40-8823-5f5585457b6b","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":215,"box":{"x":60,"y":497,"width":821,"height":13}},{"id":"e2d64635-398c-41b2-a07c-f828e523a74e","block_type":"box","text":"registered shareholders.","page_number":215,"box":{"x":60,"y":513,"width":166,"height":12}},{"id":"03c187ad-8df4-470b-8bd4-ebcc4d401569","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":215,"box":{"x":60,"y":539,"width":844,"height":12}},{"id":"327b1219-c94c-442b-81a9-3c75badfe68b","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":215,"box":{"x":59,"y":554,"width":808,"height":13}},{"id":"020c8d39-193e-4d53-a55b-6d3a5eea4572","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":215,"box":{"x":59,"y":569,"width":856,"height":13}},{"id":"f9e56c83-d1a2-4c81-a706-2a3b6ee60e6e","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":215,"box":{"x":59,"y":584,"width":858,"height":13}},{"id":"952dc4f1-3c5c-445c-9017-bd8d250c7ef6","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":215,"box":{"x":59,"y":600,"width":878,"height":12}},{"id":"2e3e154b-40da-477e-9b27-845a001bffec","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":215,"box":{"x":59,"y":615,"width":629,"height":12}},{"id":"1f6afad1-4c89-45ed-b016-6a22f444ca14","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":215,"box":{"x":60,"y":641,"width":874,"height":12}},{"id":"cd05bbfe-9b8b-4fe2-ac2a-c900c9ed3e7f","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":215,"box":{"x":59,"y":656,"width":865,"height":13}},{"id":"9a1daa1c-cd57-4786-b640-d14315ad864d","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":215,"box":{"x":59,"y":671,"width":875,"height":13}},{"id":"2feca2fa-fc50-4e7f-bf5e-40f21ecc5bea","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":215,"box":{"x":60,"y":686,"width":867,"height":13}},{"id":"69413d6a-2121-4ba5-8111-d165572ecf49","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":215,"box":{"x":60,"y":702,"width":864,"height":12}},{"id":"03752685-e5ba-4db2-89f4-d7e044b211b7","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":215,"box":{"x":59,"y":717,"width":826,"height":12}},{"id":"90ce12cc-3707-46b2-bd70-149cdfd9174f","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":215,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"c3fdf576-3c3b-4b4a-b682-3386f9d6ecd0","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":215,"box":{"x":60,"y":747,"width":873,"height":12}},{"id":"ce86a939-c33f-463d-8ed2-827ca5ba48b6","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":215,"box":{"x":60,"y":762,"width":423,"height":12}},{"id":"f42823a0-93ff-4118-b565-45f4fcdccbec","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":215,"box":{"x":59,"y":788,"width":826,"height":13}},{"id":"91418352-107a-4a0c-a39c-68f5292d7743","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":215,"box":{"x":60,"y":804,"width":877,"height":12}},{"id":"205beeb8-6f34-4cd0-839f-5760af6480ea","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":215,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"cd73d90e-5aa2-4223-a78d-e8e5a1fd0b32","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":215,"box":{"x":59,"y":834,"width":819,"height":12}},{"id":"a48b01d9-f760-4f7a-8aa9-58ec484be8da","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":215,"box":{"x":59,"y":849,"width":852,"height":12}},{"id":"165b1b72-c576-41f4-8261-2e68d53c7238","block_type":"box","text":"periodically thereafter.","page_number":215,"box":{"x":59,"y":864,"width":155,"height":12}},{"id":"dd3ce962-8438-47b9-8e39-cbb7c00907f5","block_type":"box","text":"A-26","page_number":215,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"1b9c4ec7-ac46-4251-b765-5c40126e616c","block_type":"box","text":"Executive compensation and benefits","page_number":216,"box":{"x":60,"y":67,"width":268,"height":12}},{"id":"03c5ee78-0fde-4d4d-a038-8385a81bea36","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":216,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"a8ed64b0-254f-4c3a-92a4-73ab3ec46463","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":216,"box":{"x":59,"y":108,"width":867,"height":13}},{"id":"073685f8-226e-454b-baaa-a82be9f64a5f","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":216,"box":{"x":59,"y":123,"width":774,"height":13}},{"id":"dc7fed55-7e7c-4c1d-a769-dca780414056","block_type":"box","text":"(8)","page_number":216,"box":{"x":835,"y":121,"width":14,"height":8}},{"id":"5c695efc-8dd1-43b0-8611-fe2c400e9a82","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":216,"box":{"x":59,"y":150,"width":839,"height":12}},{"id":"3bf8c255-8438-4190-971a-abcc01b89f79","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":216,"box":{"x":59,"y":165,"width":849,"height":12}},{"id":"86cf3f1e-4044-4faa-80c0-5e9aeffd8e1e","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":216,"box":{"x":59,"y":180,"width":871,"height":12}},{"id":"1ef1ad97-8267-4133-be2e-f0bec2a92f68","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":216,"box":{"x":59,"y":195,"width":878,"height":12}},{"id":"c00c06a6-e6fe-4e55-a665-de1ff5339c94","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":216,"box":{"x":60,"y":210,"width":853,"height":13}},{"id":"edf6d17b-5767-4e59-a5e9-d487778afaae","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":216,"box":{"x":60,"y":225,"width":854,"height":13}},{"id":"9d98f99e-8a7c-4212-8271-e0ec521e62b8","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":216,"box":{"x":60,"y":240,"width":608,"height":13}},{"id":"9584e1a8-0e45-455b-846d-ee5cff81fb3e","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":216,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"96ab923b-bd80-4c86-91f2-7c6479be719b","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":216,"box":{"x":59,"y":282,"width":870,"height":12}},{"id":"33baed69-6294-4482-8a63-9a65fac2d815","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":216,"box":{"x":60,"y":297,"width":871,"height":13}},{"id":"16ac8dc0-26c1-4234-bb6a-a6680cb6eb31","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":216,"box":{"x":59,"y":312,"width":831,"height":13}},{"id":"65db5564-d202-456a-ba2c-6d022b738036","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":216,"box":{"x":59,"y":327,"width":863,"height":13}},{"id":"a47f9924-9ab4-40cb-a265-18bc8d2c0062","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":216,"box":{"x":60,"y":343,"width":641,"height":12}},{"id":"7b6269c6-25c7-4889-8231-075b84e6d739","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":216,"box":{"x":59,"y":369,"width":861,"height":12}},{"id":"9d5d7a07-7c6e-49c7-8948-fad870700c79","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":216,"box":{"x":60,"y":384,"width":878,"height":12}},{"id":"7f69a8fe-3595-44e1-aac3-06b1bc32ba6a","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":216,"box":{"x":59,"y":399,"width":870,"height":13}},{"id":"01d9f7c0-4993-4b55-8788-5c8598d72838","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":216,"box":{"x":60,"y":414,"width":817,"height":13}},{"id":"9b14e046-7baa-4aef-ba37-303dfa217987","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":216,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"42de2fdb-2dc5-4e0a-99d5-d54e4d6d5cec","block_type":"box","text":"total compensation on peer benchmarking.","page_number":216,"box":{"x":59,"y":445,"width":303,"height":12}},{"id":"fb466763-58e6-4913-9256-922df88cf770","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":216,"box":{"x":59,"y":471,"width":826,"height":12}},{"id":"4f43ce20-dc62-4fe1-8ec8-8e1af06c5b81","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":216,"box":{"x":60,"y":486,"width":832,"height":12}},{"id":"bb91ac6b-85d7-4c86-8ff4-c8b9936d4eeb","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":216,"box":{"x":59,"y":501,"width":864,"height":13}},{"id":"48552c30-4498-447b-8c2a-f529a62ffceb","block_type":"box","text":"or resulted in a criminal investigation.","page_number":216,"box":{"x":59,"y":516,"width":262,"height":13}},{"id":"993f03d4-475f-4e04-a32d-5c68ab03bcf9","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":216,"box":{"x":60,"y":543,"width":839,"height":12}},{"id":"c0b470a7-f4e5-42e6-a48c-78a7ed85e4eb","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":216,"box":{"x":59,"y":558,"width":833,"height":12}},{"id":"0f772639-45cb-4022-91b4-4262d37272f1","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":216,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"18cdd4b8-8a0c-4c9b-9ccc-b9a8c2664176","block_type":"box","text":"charged with overseeing.","page_number":216,"box":{"x":59,"y":588,"width":175,"height":13}},{"id":"f658c6d8-e54d-4155-9e53-09a3676c539b","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":216,"box":{"x":59,"y":615,"width":872,"height":12}},{"id":"1a7a15ba-5d15-480a-8853-432878d653b0","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":216,"box":{"x":59,"y":630,"width":879,"height":12}},{"id":"e4c258b0-78a2-4bbe-90ef-11f8a76ae236","block_type":"box","text":"as well as local market and policy developments","page_number":216,"box":{"x":59,"y":645,"width":336,"height":12}},{"id":"bd007c08-28c9-4470-a84b-b731594c60d1","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":216,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"0a2e61c6-77c8-485f-873e-6a9595afd5d5","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":216,"box":{"x":60,"y":686,"width":877,"height":13}},{"id":"ddb2ceba-c6cc-4248-bb32-6faadc592664","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":216,"box":{"x":59,"y":702,"width":722,"height":12}},{"id":"4431949b-129f-4c61-b619-fce6df06ce30","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":216,"box":{"x":59,"y":728,"width":472,"height":12}},{"id":"4db3abed-f354-4e1b-b205-7b82b86a1c2a","block_type":"box","text":"Corporate form","page_number":216,"box":{"x":59,"y":754,"width":111,"height":13}},{"id":"cbb4cc29-cbb7-4382-ac86-4d046f3abbaa","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":216,"box":{"x":60,"y":781,"width":874,"height":12}},{"id":"ca8f9b41-2631-45b9-a6e3-0ccfecb47a51","block_type":"box","text":"purpose and business model.","page_number":216,"box":{"x":59,"y":796,"width":204,"height":12}},{"id":"e6a77b33-a63e-4d39-86f6-deb4f1a1258a","block_type":"box","text":"(9)","page_number":216,"box":{"x":265,"y":794,"width":14,"height":8}},{"id":"bc0a0805-0142-4c18-ab29-b3bbea4bb938","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":216,"box":{"x":284,"y":796,"width":583,"height":12}},{"id":"f8c903a4-7638-4568-97ec-7dbbbb9e68e2","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":216,"box":{"x":59,"y":811,"width":811,"height":13}},{"id":"4849b30c-5996-4591-9918-97052beec2fb","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":216,"box":{"x":59,"y":826,"width":859,"height":13}},{"id":"d1427c4f-5d74-4534-a37d-22080a5e1b77","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":216,"box":{"x":59,"y":841,"width":852,"height":13}},{"id":"629ff703-11d5-4927-8c0f-40b8acb530a4","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":216,"box":{"x":59,"y":857,"width":844,"height":12}},{"id":"8f26ca2a-2389-4343-a1ca-dcaaeefe4509","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":216,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"13c0674d-d6ed-4160-8afb-bd851733994d","block_type":"box","text":"A-27","page_number":216,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"5bdef5d4-e5bf-4a2f-975d-3331131a96cf","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":217,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"946425bd-f201-48e6-b686-4933682eb241","block_type":"box","text":"on a case-by-case basis.","page_number":217,"box":{"x":59,"y":82,"width":169,"height":12}},{"id":"7553ecdd-8592-418d-bc04-fc6f34430b10","block_type":"box","text":"Shareholder proposals","page_number":217,"box":{"x":59,"y":108,"width":162,"height":13}},{"id":"c12f037e-02f2-48a1-a35a-98cf39587ed2","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":217,"box":{"x":60,"y":135,"width":861,"height":12}},{"id":"f30e54b4-3ae6-481b-ae3f-e77915f5ed97","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":217,"box":{"x":60,"y":150,"width":783,"height":12}},{"id":"1a7add59-4e18-4bf6-a84b-3a192a526e1d","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":217,"box":{"x":60,"y":165,"width":859,"height":12}},{"id":"c84cc9ee-38b9-488a-9a94-703d241528f0","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":217,"box":{"x":59,"y":180,"width":575,"height":12}},{"id":"3436aca0-f666-41ee-b54c-8147c04013c4","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":217,"box":{"x":60,"y":206,"width":834,"height":13}},{"id":"d126d6ce-2327-4cc7-97e7-e40f73662069","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":217,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"9b53aa9e-4d66-4551-8ab1-2f52b024863f","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":217,"box":{"x":59,"y":237,"width":828,"height":12}},{"id":"e1b4eaa4-1daf-4edf-9e97-054e9d10aba9","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":217,"box":{"x":59,"y":252,"width":819,"height":12}},{"id":"1c82a812-ef95-4457-b65a-b25bed190961","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":217,"box":{"x":60,"y":267,"width":833,"height":12}},{"id":"5745e76d-afc5-442d-8497-f9d398f05545","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":217,"box":{"x":59,"y":282,"width":874,"height":12}},{"id":"793101eb-d4a1-4fe5-95a7-925eb85af047","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":217,"box":{"x":59,"y":297,"width":834,"height":13}},{"id":"3905b206-0d13-4443-87b4-b50cbcd4a2de","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":217,"box":{"x":59,"y":312,"width":811,"height":13}},{"id":"6ac2fb01-8abf-44ba-b620-3b5ca16396e6","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":217,"box":{"x":59,"y":327,"width":813,"height":13}},{"id":"65749eba-eb14-4194-a587-4c2a87505f6d","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":217,"box":{"x":60,"y":354,"width":827,"height":12}},{"id":"d4dd637c-c8f1-46ad-9c84-352d6c14213d","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":217,"box":{"x":60,"y":369,"width":828,"height":12}},{"id":"422b1218-806a-4f00-b3b3-cc8d4b105c9b","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":217,"box":{"x":59,"y":384,"width":864,"height":12}},{"id":"0b71afda-ae29-45a0-a5eb-20de2ccc4848","block_type":"box","text":"given jurisdiction.","page_number":217,"box":{"x":59,"y":399,"width":122,"height":13}},{"id":"0629b5e6-a62b-44a5-a5a5-74542775c0e6","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":217,"box":{"x":60,"y":426,"width":856,"height":12}},{"id":"41f1a02b-8a46-44e9-94b0-950a52fa63de","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":217,"box":{"x":59,"y":441,"width":866,"height":12}},{"id":"210fccf3-738e-4325-be5a-67d559ef83f9","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":217,"box":{"x":59,"y":456,"width":847,"height":12}},{"id":"e7c9a2b6-0019-43ca-821d-f13b8f308d1d","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":217,"box":{"x":59,"y":471,"width":870,"height":12}},{"id":"9643a3d3-ea03-4390-8401-be61fcddb625","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":217,"box":{"x":59,"y":486,"width":821,"height":12}},{"id":"0c8fbcdf-b563-4cef-84d2-9acc2ea7e320","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":217,"box":{"x":59,"y":501,"width":814,"height":13}},{"id":"3333d5bb-2252-42b2-a7d7-2ca1d7b6a31f","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":217,"box":{"x":59,"y":516,"width":677,"height":13}},{"id":"14567588-f00d-4777-9037-be55a07055f4","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":217,"box":{"x":60,"y":543,"width":856,"height":12}},{"id":"a90b72ab-89fc-412c-ba38-349fbe580c04","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":217,"box":{"x":60,"y":558,"width":852,"height":12}},{"id":"ff4bde11-5f70-455a-9d97-4f11f782fb46","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":217,"box":{"x":60,"y":573,"width":828,"height":12}},{"id":"9afdd1aa-d62e-4469-80b0-861b1b40b635","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":217,"box":{"x":60,"y":588,"width":582,"height":13}},{"id":"65a37acc-d86a-4956-aed6-91dab3abb8b6","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":217,"box":{"x":59,"y":615,"width":387,"height":12}},{"id":"41f6fb2f-636c-46f1-9170-4d8dd0e60684","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":217,"box":{"x":59,"y":641,"width":868,"height":12}},{"id":"e5ecbd98-50c5-4773-92be-238fe26c39e4","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":217,"box":{"x":59,"y":656,"width":836,"height":13}},{"id":"dcbdd8aa-662d-4c80-b5e8-1ba97286a1ac","block_type":"box","text":"creation.","page_number":217,"box":{"x":59,"y":672,"width":60,"height":9}},{"id":"86d0f071-9af4-4082-8c45-ced3ec72f1e6","block_type":"box","text":"(10)","page_number":217,"box":{"x":121,"y":669,"width":20,"height":8}},{"id":"f683d200-015c-4005-b9c4-9711283b928f","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":217,"box":{"x":59,"y":698,"width":834,"height":12}},{"id":"30ce8fae-3fc3-4081-b78c-c5c657f47de6","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":217,"box":{"x":60,"y":713,"width":830,"height":12}},{"id":"a84c57f0-1150-4d8d-bb53-7c36ccfd69a0","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":217,"box":{"x":59,"y":728,"width":846,"height":12}},{"id":"6ca865ef-7513-4137-aa2a-5cfd38b0ed83","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":217,"box":{"x":59,"y":743,"width":781,"height":12}},{"id":"0eb2b675-249f-4122-9d90-0d3d1deaa476","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":217,"box":{"x":59,"y":770,"width":843,"height":12}},{"id":"c88b20c9-653f-46ec-acd1-4f89eaca4cc6","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":217,"box":{"x":59,"y":785,"width":878,"height":12}},{"id":"a2c911f2-3da2-4492-b349-86ef4e0a52f8","block_type":"box","text":"useful in our analysis.","page_number":217,"box":{"x":60,"y":800,"width":149,"height":12}},{"id":"efbf904f-6f46-4bae-8d42-10335c740dc0","block_type":"box","text":"(11)","page_number":217,"box":{"x":211,"y":798,"width":20,"height":8}},{"id":"46179353-6422-49db-a178-ca7fb22a5e1c","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":217,"box":{"x":237,"y":800,"width":641,"height":12}},{"id":"79f77589-553a-4d4c-8a48-43f99d2c5e7f","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":217,"box":{"x":59,"y":838,"width":462,"height":10}},{"id":"f6168701-a43a-4536-addb-e0d6247b1052","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":217,"box":{"x":59,"y":853,"width":825,"height":10}},{"id":"e3d839b6-e4c1-496c-aa0d-141104577faa","block_type":"box","text":"del that","page_number":217,"box":{"x":885,"y":853,"width":42,"height":8}},{"id":"5562a6a3-2429-4124-99a5-23a586427938","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":217,"box":{"x":92,"y":866,"width":826,"height":10}},{"id":"58fb03ed-58dd-43e2-a03c-10ed48a565f1","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":217,"box":{"x":92,"y":879,"width":832,"height":9}},{"id":"2e0a5b51-f351-45e1-99c2-5adc1fdf2f72","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":217,"box":{"x":91,"y":891,"width":443,"height":10}},{"id":"ae9a4d55-dc79-447c-88c0-a0aca8b2cd1a","block_type":"box","text":"A-28","page_number":217,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"085f83d8-e8db-499f-bd63-18c4b7188a3b","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":218,"box":{"x":60,"y":67,"width":869,"height":12}},{"id":"84962d84-ca52-4443-ac2d-ce720b59c8d1","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":218,"box":{"x":59,"y":82,"width":588,"height":12}},{"id":"59b6ca06-0eb6-4c3e-a317-d2f597a53612","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":218,"box":{"x":59,"y":108,"width":855,"height":13}},{"id":"0b883bc3-edf1-4b96-92a3-c0dc973e8369","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":218,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"018d7d2b-935a-42ce-bbb4-af8f9d7565d3","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":218,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"a9d5259a-46dc-4ca2-930c-a3b35626eabf","block_type":"box","text":"make informed voting decisions.","page_number":218,"box":{"x":60,"y":154,"width":226,"height":12}},{"id":"02d3c9c6-f6d9-4219-a610-3ff5fbea0ee8","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":218,"box":{"x":60,"y":180,"width":863,"height":12}},{"id":"9747fb09-f616-4bdb-8bd4-9ed0e0f4c927","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":218,"box":{"x":59,"y":195,"width":872,"height":12}},{"id":"660fec79-9997-4b80-9749-2fed31145303","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":218,"box":{"x":59,"y":210,"width":872,"height":13}},{"id":"0da31086-e011-4bdf-afec-aeb16cacca37","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":218,"box":{"x":60,"y":225,"width":841,"height":13}},{"id":"072ac5ff-e0ee-4207-9814-54156370f011","block_type":"box","text":"responsible business practices.","page_number":218,"box":{"x":60,"y":240,"width":214,"height":13}},{"id":"d58379e6-c6cb-4db2-abb5-80c0856ba44d","block_type":"box","text":"Climate and nature-related risk","page_number":218,"box":{"x":76,"y":267,"width":224,"height":10}},{"id":"54ed9812-7ae5-4945-ae4b-8d47eb5c018f","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":218,"box":{"x":59,"y":293,"width":828,"height":13}},{"id":"3fda7c66-1410-49db-a785-871abeb1c664","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":218,"box":{"x":60,"y":308,"width":865,"height":13}},{"id":"5c282425-b12a-4076-9fb9-d67c2758c611","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":218,"box":{"x":59,"y":324,"width":818,"height":12}},{"id":"c2bcb1a6-c56c-495a-9f76-e51d4a6070c9","block_type":"box","text":"transition, including where available, their transition plan.","page_number":218,"box":{"x":59,"y":339,"width":400,"height":12}},{"id":"f841cb5b-561e-4345-ac91-a4eb00a8b2b8","block_type":"box","text":"(12), (13)","page_number":218,"box":{"x":461,"y":337,"width":49,"height":8}},{"id":"1299893d-c5ad-4897-bc71-b87ff6bd0b4b","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":218,"box":{"x":516,"y":339,"width":393,"height":12}},{"id":"395594d8-f731-46ee-ac78-c1eaa4b5459b","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":218,"box":{"x":60,"y":354,"width":820,"height":12}},{"id":"1382ee97-fe6f-44d0-9c70-53b1e0a708ec","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":218,"box":{"x":60,"y":369,"width":480,"height":12}},{"id":"e87fb0b7-16a8-4548-b0c6-c0f6850e960b","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":218,"box":{"x":60,"y":395,"width":878,"height":13}},{"id":"ae687f66-aebf-4362-a7a1-0e75b9c2a148","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":218,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"b1add548-7a57-4be5-a53f-26f908ead38e","block_type":"box","text":"market.","page_number":218,"box":{"x":60,"y":426,"width":51,"height":9}},{"id":"51a44327-bf35-4c46-8de1-436f36a14716","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":218,"box":{"x":59,"y":452,"width":875,"height":12}},{"id":"c658323a-5921-4ffd-ad18-2ed68798240d","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":218,"box":{"x":59,"y":467,"width":825,"height":13}},{"id":"218aa671-e97e-4cff-8017-3c25b90bf09d","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":218,"box":{"x":59,"y":482,"width":842,"height":13}},{"id":"d90128d7-e2ab-4a96-967c-085ab252cdda","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":218,"box":{"x":59,"y":497,"width":491,"height":13}},{"id":"25bf7266-680e-463b-8ac2-c7ae1d76e633","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":218,"box":{"x":59,"y":524,"width":846,"height":12}},{"id":"cd466675-9638-40a2-a2be-4d1a164007a0","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":218,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"ed7b4c87-1aaa-4642-9231-beff04b70386","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":218,"box":{"x":60,"y":554,"width":832,"height":13}},{"id":"4d9f03d1-76eb-45a8-9a9e-4f2fc957f1d7","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":218,"box":{"x":59,"y":581,"width":870,"height":12}},{"id":"ce1afc51-7605-4934-92dd-de7ad8235bf2","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":218,"box":{"x":59,"y":596,"width":825,"height":12}},{"id":"78ea5eac-26aa-4ad3-9be1-3754121c40cb","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":218,"box":{"x":59,"y":611,"width":828,"height":12}},{"id":"4aa918d2-14b5-4903-8b2b-3f0233914719","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":218,"box":{"x":59,"y":626,"width":817,"height":12}},{"id":"4da8133d-8972-4d65-bbe8-e1edb4cf4b9e","block_type":"box","text":"methodology develops.","page_number":218,"box":{"x":60,"y":641,"width":162,"height":12}},{"id":"57864d06-c358-4564-aa3e-358ac10deec9","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":218,"box":{"x":60,"y":668,"width":826,"height":12}},{"id":"abf1c85a-f3e2-49fb-84db-8f8cfdf5b303","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":218,"box":{"x":60,"y":683,"width":835,"height":12}},{"id":"6bcbb8e3-f136-426c-9d6f-b14b09a5b3f0","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":218,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"ccc7cda9-8dc8-4155-a18c-09b861aaaa93","block_type":"box","text":"ld on","page_number":218,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"9088a513-dcc9-4f15-b996-b7bfacd35103","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":218,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"57d0be29-8f32-4b65-9aee-e55abcd4451b","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":218,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"a8634160-cc36-4f14-a01b-f27759dfd8b9","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":218,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"b7678b5d-d304-4c99-a76d-46cb088cf766","block_type":"box","text":"accessed in December 2025.","page_number":218,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"36ae03a3-8f21-4c44-9797-648683f8ba97","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":218,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"cde43f89-adba-4dad-aae9-616333345146","block_type":"box","text":"uire","page_number":218,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"f7de7caa-d7d8-4883-925a-9941b26e0ed1","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":218,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"cf2a3b8d-1389-4488-b864-56a96496adc8","block_type":"box","text":"for","page_number":218,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"643aa724-d13d-4718-a29c-c9fdd26bcc29","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":218,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"558c0ba3-2293-4cef-a023-8e352de8efbe","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":218,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"412ec1b5-0980-4e1a-9f27-4733ebbb6fe4","block_type":"box","text":"ins","page_number":218,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"14fa635d-0ba5-4230-bdc9-09ba84f728a8","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":218,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"9983b945-c7f9-4c6f-a0b6-2e2aae852bc3","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":218,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"14393fb2-358e-4fae-a2cb-793461100986","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":218,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"e3cbfeb7-d870-4c00-ad90-412ef03a31ea","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":218,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"dac8b4e7-175a-40c7-a899-1dfd8ed4aaf1","block_type":"box","text":"A-29","page_number":218,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"d01b3985-4222-4288-b220-bebcd49e81ae","block_type":"box","text":"financial returns.","page_number":219,"box":{"x":59,"y":67,"width":116,"height":9}},{"id":"09ed7651-fc64-453f-808a-60245ae510c2","block_type":"box","text":"(14)","page_number":219,"box":{"x":177,"y":65,"width":20,"height":8}},{"id":"99468258-acbe-4cff-8e5b-f061e3bc3f12","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":219,"box":{"x":203,"y":67,"width":722,"height":12}},{"id":"866c1e22-b666-4834-bd12-ccbf79a94cc6","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":219,"box":{"x":60,"y":82,"width":538,"height":12}},{"id":"85d3c6fb-e435-4671-a2ca-7bf249294a77","block_type":"box","text":"(15)","page_number":219,"box":{"x":600,"y":80,"width":20,"height":8}},{"id":"defd05c5-3973-4f18-be9e-1c45a6b4eab5","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":219,"box":{"x":76,"y":108,"width":519,"height":13}},{"id":"9325ed10-acab-499b-9019-4d00b89075db","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":219,"box":{"x":59,"y":135,"width":784,"height":12}},{"id":"94a48428-f827-4a22-ba87-47627f5526a3","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":219,"box":{"x":59,"y":150,"width":842,"height":12}},{"id":"439e12ca-b83e-4249-ab09-66a022babe0a","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":219,"box":{"x":60,"y":165,"width":387,"height":12}},{"id":"17d74057-31cb-4cfc-986c-0bf7c8ca7378","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":219,"box":{"x":60,"y":191,"width":847,"height":13}},{"id":"316e5cec-fb1d-4ed1-85f1-fe48ca48536d","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":219,"box":{"x":59,"y":206,"width":840,"height":13}},{"id":"646b1055-1f38-4826-a9ba-726ef8515c08","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":219,"box":{"x":60,"y":222,"width":872,"height":12}},{"id":"4c91dffc-fd30-4170-9903-7f007c34a3a0","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":219,"box":{"x":59,"y":237,"width":531,"height":12}},{"id":"be94e33e-962c-4bb8-b6f6-c46986a0ef7b","block_type":"box","text":"(16)","page_number":219,"box":{"x":592,"y":235,"width":20,"height":8}},{"id":"69307479-45f3-4f6f-95df-11c33c4bb538","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":219,"box":{"x":59,"y":263,"width":843,"height":12}},{"id":"ae215c24-5e31-4b4e-8d58-4f81cafeb7b1","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":219,"box":{"x":59,"y":278,"width":836,"height":13}},{"id":"fcbc9ec4-2681-49e8-a615-9fc1883f2c5a","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":219,"box":{"x":59,"y":293,"width":871,"height":13}},{"id":"1e568ef2-84e9-430b-8db9-01efa6587bf2","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":219,"box":{"x":59,"y":308,"width":875,"height":13}},{"id":"0fa02676-5ad3-4b02-8548-a1837f5e632e","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":219,"box":{"x":59,"y":324,"width":861,"height":12}},{"id":"4d6d7aed-6482-4bdb-b633-63f2eb1b528e","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":219,"box":{"x":59,"y":339,"width":837,"height":12}},{"id":"ec8c5cdc-59ee-493b-baa6-0fa6b71cde32","block_type":"box","text":"management and the board.","page_number":219,"box":{"x":60,"y":354,"width":198,"height":12}},{"id":"bede09d6-05fe-4f41-84d6-74ebc19a4703","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":219,"box":{"x":60,"y":380,"width":844,"height":13}},{"id":"0c01524c-a55c-4c31-bd89-a5874c97644c","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":219,"box":{"x":59,"y":395,"width":830,"height":13}},{"id":"e2ee020c-189d-4015-aa9f-818177255181","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":219,"box":{"x":60,"y":411,"width":833,"height":12}},{"id":"277e9664-af79-4a75-8dee-cade63b6f6e2","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":219,"box":{"x":59,"y":426,"width":728,"height":12}},{"id":"ab236193-62a1-44eb-9c78-c05fe1c88f56","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":219,"box":{"x":59,"y":452,"width":837,"height":12}},{"id":"760add0e-7083-488f-b0fd-9346ad77b809","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":219,"box":{"x":59,"y":467,"width":843,"height":13}},{"id":"024050e8-5bc5-4867-a202-c9797d934b77","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":219,"box":{"x":59,"y":482,"width":726,"height":13}},{"id":"6e143bca-fd85-4c18-8d75-cfb51432dbb8","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":219,"box":{"x":60,"y":509,"width":441,"height":12}},{"id":"96e66281-47ba-49e1-8a13-94ba9ef6f438","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":219,"box":{"x":60,"y":535,"width":858,"height":13}},{"id":"8129ce74-211a-4d47-8ecc-ee030ac6ffa6","block_type":"box","text":"global and regional level.","page_number":219,"box":{"x":59,"y":550,"width":172,"height":13}},{"id":"94c9a18a-5986-45a8-a3d9-cea269ea865c","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":219,"box":{"x":59,"y":577,"width":840,"height":12}},{"id":"7b940560-e28d-4014-9074-21c8a99c7ca8","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":219,"box":{"x":60,"y":592,"width":864,"height":12}},{"id":"2641519b-6b2a-4042-bd7c-3712753fda7e","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":219,"box":{"x":59,"y":607,"width":858,"height":12}},{"id":"78034985-5538-4f3e-895e-4b3ad6e72f0f","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":219,"box":{"x":59,"y":622,"width":824,"height":13}},{"id":"9d16a39f-cc14-47e9-98e8-1696dd854db3","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":219,"box":{"x":60,"y":637,"width":860,"height":13}},{"id":"70e723a3-b4f6-42ce-8101-04ddf90c354f","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":219,"box":{"x":60,"y":652,"width":873,"height":13}},{"id":"89c8b5d0-b421-457e-8a38-c8aa31f93cc3","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":219,"box":{"x":60,"y":668,"width":824,"height":12}},{"id":"76f15a6d-6366-4b86-805f-007befa8c35e","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":219,"box":{"x":59,"y":694,"width":865,"height":12}},{"id":"6c931fd4-3d29-4956-b73b-5121d8fcfc77","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":219,"box":{"x":59,"y":709,"width":845,"height":12}},{"id":"d2a07808-0d14-4faf-8519-b08682fbecaa","block_type":"box","text":"activities for their specific markets.","page_number":219,"box":{"x":59,"y":724,"width":242,"height":13}},{"id":"a137fc12-6522-450e-a9d9-3c2480723485","block_type":"box","text":"Vote execution","page_number":219,"box":{"x":59,"y":751,"width":107,"height":9}},{"id":"a704545b-6003-42f8-ae97-b7413d56de63","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":219,"box":{"x":60,"y":777,"width":874,"height":13}},{"id":"7c2b04d8-c6cf-487c-9610-444237b9161f","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":219,"box":{"x":59,"y":792,"width":853,"height":13}},{"id":"1486df79-c425-4fb6-a648-76d9d4b467e2","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":219,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"880dc27c-ed93-4385-bc74-c23f55f780b8","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":219,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"6752982c-d0af-4159-8382-7dfd72683dd6","block_type":"box","text":"en","page_number":219,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"0b9934c0-d152-43ab-b3c0-1d5de3fbefb0","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":219,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"e91ac5d7-2100-4ce1-93e6-35a4bd4387d0","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":219,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"a826f8f8-fd7b-4fa3-b974-477488b8bae6","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":219,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"fc8091ee-08e5-47f8-a601-760565ac4c78","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":219,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"99817e72-adf8-4bdc-8f2a-880ff36f9ba5","block_type":"box","text":"A-30","page_number":219,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"b7623033-4938-4fa1-b172-7f6c1144f799","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":220,"box":{"x":60,"y":67,"width":855,"height":12}},{"id":"ac10b1b1-c9e0-4d98-9def-0df65de4e209","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":220,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"0d97013f-406d-46c4-815d-0554d3d2d67e","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":220,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"c6bf5ba7-a431-4276-8e28-66177b328f5d","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":220,"box":{"x":59,"y":112,"width":677,"height":12}},{"id":"11aeb159-73a4-4578-b776-80dc871e7487","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":220,"box":{"x":60,"y":138,"width":843,"height":13}},{"id":"4cd6ce51-fdf3-4c2e-a57b-38885bacd706","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":220,"box":{"x":59,"y":154,"width":876,"height":12}},{"id":"b1f33fae-a562-47b3-8bdb-58cf595799f6","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":220,"box":{"x":59,"y":169,"width":819,"height":12}},{"id":"547ae3d8-2fc9-4917-930f-11a0310bb658","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":220,"box":{"x":60,"y":184,"width":877,"height":12}},{"id":"fa5352cb-cb66-497a-9766-b34b54e8d2ec","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":220,"box":{"x":59,"y":199,"width":859,"height":12}},{"id":"ac4f4e8a-0027-408a-9be0-00a611a3efdc","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":220,"box":{"x":59,"y":214,"width":863,"height":12}},{"id":"958b8bc3-9bd1-4337-82a9-7978359da8e8","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":220,"box":{"x":60,"y":229,"width":807,"height":12}},{"id":"1453eeda-e8e7-4d6b-86af-4227963ac7ed","block_type":"box","text":"burdensome administrative requirements.","page_number":220,"box":{"x":60,"y":244,"width":292,"height":13}},{"id":"088d9fc3-d80d-43f0-b240-2625f951ec47","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":220,"box":{"x":60,"y":271,"width":817,"height":12}},{"id":"d8cae8fe-b0b8-40e3-af2a-ad819a5ba473","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":220,"box":{"x":60,"y":286,"width":868,"height":12}},{"id":"b56ad1e5-8022-4106-b2c5-f493c5daf998","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":220,"box":{"x":59,"y":301,"width":879,"height":12}},{"id":"6fd0a6d4-150e-4336-ab24-8a8f764ce294","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":220,"box":{"x":60,"y":316,"width":397,"height":12}},{"id":"cb9b6c51-6e49-4b54-ba60-16f975f1ffd7","block_type":"box","text":"Conflicts management policies and procedures","page_number":220,"box":{"x":59,"y":343,"width":341,"height":12}},{"id":"44c2b4f0-95bb-4dd3-bd52-7280cda3f6e1","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":220,"box":{"x":60,"y":369,"width":849,"height":12}},{"id":"05e79ef5-85a0-440e-bf01-af8ea4ed9057","block_type":"box","text":"level vendor management activities.","page_number":220,"box":{"x":60,"y":384,"width":250,"height":12}},{"id":"d6ca7b43-0615-4808-8d5c-dc0220a0ea55","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":220,"box":{"x":60,"y":411,"width":873,"height":12}},{"id":"3eff0495-f340-47fe-8626-593947b4b878","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":220,"box":{"x":60,"y":426,"width":829,"height":12}},{"id":"1f45bce4-aec0-49f9-a7dd-524a0577e8d5","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":220,"box":{"x":59,"y":441,"width":730,"height":12}},{"id":"28e17538-38d0-4df8-b674-bb14ecca7ffe","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":220,"box":{"x":60,"y":467,"width":584,"height":13}},{"id":"a39f4642-8a57-458c-8450-797e8f1d6aed","block_type":"box","text":"Securities lending","page_number":220,"box":{"x":59,"y":494,"width":128,"height":12}},{"id":"a189f320-4890-4d92-a5b5-e0cc4fc04ddb","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":220,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"fa877cfb-c38c-4590-915b-c0055650d883","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":220,"box":{"x":59,"y":535,"width":851,"height":13}},{"id":"07aa0c90-044e-407a-b27b-925fb35b738c","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":220,"box":{"x":59,"y":550,"width":845,"height":13}},{"id":"f0b8452b-9cb4-40a9-ad4b-5c1f79579e31","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":220,"box":{"x":59,"y":566,"width":850,"height":12}},{"id":"854d1088-7be5-4939-b86b-07355c41cb72","block_type":"box","text":"industry standard legal agreements.","page_number":220,"box":{"x":60,"y":581,"width":250,"height":12}},{"id":"cec0fad7-208d-43c4-a577-560ac5c23093","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":220,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"64dcfb9c-510b-426e-a290-221494320196","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":220,"box":{"x":59,"y":622,"width":828,"height":13}},{"id":"e377293f-d0c5-4322-93e9-be0ca0ad7360","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":220,"box":{"x":59,"y":637,"width":866,"height":13}},{"id":"74ce1b77-f789-4a3b-8afa-8dc582387077","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":220,"box":{"x":59,"y":652,"width":854,"height":13}},{"id":"d83910f6-815c-4caa-aec6-6125417c1920","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":220,"box":{"x":60,"y":668,"width":837,"height":12}},{"id":"dba207f4-acbb-4b5b-9fe1-d15c0bd4e9d5","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":220,"box":{"x":59,"y":683,"width":726,"height":12}},{"id":"8548924d-2978-4e7e-abf3-69155dc48dcd","block_type":"box","text":"(17)","page_number":220,"box":{"x":787,"y":681,"width":20,"height":8}},{"id":"43db3158-94ff-460e-bbf2-35483a4cee24","block_type":"box","text":"BIS works with","page_number":220,"box":{"x":813,"y":683,"width":101,"height":9}},{"id":"3d070c3d-e8dd-4cce-ba7c-c8f6eee32f48","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":220,"box":{"x":59,"y":698,"width":873,"height":12}},{"id":"6fef3e99-5f50-4ab7-aa23-7ca96c5461ad","block_type":"box","text":"recalling shares on loan.","page_number":220,"box":{"x":60,"y":713,"width":167,"height":12}},{"id":"16ef3f2f-b3f8-4646-8cb0-2b80b89136f0","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":220,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"ba5614e9-fb03-4756-b2e1-8deef509ac22","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":220,"box":{"x":60,"y":754,"width":866,"height":13}},{"id":"4d260dc5-5b7c-4b09-a4ae-40c823cc7e3c","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":220,"box":{"x":60,"y":770,"width":831,"height":12}},{"id":"9d4bb1e9-d78b-44d8-8135-243347871a02","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":220,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"851e108a-2346-4195-88b4-58f270bb7560","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":220,"box":{"x":59,"y":800,"width":406,"height":12}},{"id":"eef56375-adf9-472a-9a18-3aa4e49f3ea3","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":220,"box":{"x":59,"y":828,"width":848,"height":10}},{"id":"2ef53213-4ddd-45de-bc0b-7a7e8a122f4e","block_type":"box","text":"ally","page_number":220,"box":{"x":909,"y":828,"width":18,"height":10}},{"id":"46cf326c-8fef-421c-b1f1-b43b9d112db1","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":220,"box":{"x":91,"y":841,"width":818,"height":10}},{"id":"ce630be3-4902-4e4b-965d-cd97510d634d","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":220,"box":{"x":92,"y":853,"width":831,"height":10}},{"id":"490ac558-37a0-48fb-b00e-1af831766b5d","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":220,"box":{"x":92,"y":866,"width":810,"height":10}},{"id":"496c5a8b-8a41-4e1f-927b-890388df9c5c","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":220,"box":{"x":92,"y":879,"width":831,"height":9}},{"id":"f7366188-bfb2-4092-a18b-a49a02dae5dd","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":220,"box":{"x":91,"y":891,"width":746,"height":10}},{"id":"28218518-4dee-45cb-bf98-d506bf4d0457","block_type":"box","text":"A-31","page_number":220,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"9118e9cf-2da2-4115-967e-e9953c9bbccd","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":221,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"7c88b1c7-b036-45a9-9068-62b805200ed1","block_type":"box","text":"modify it as necessary.","page_number":221,"box":{"x":60,"y":82,"width":156,"height":12}},{"id":"f15f47cc-4878-4a93-b94f-86c44a1ed814","block_type":"box","text":"Voting Choice","page_number":221,"box":{"x":59,"y":108,"width":100,"height":13}},{"id":"e5748530-48a9-4233-a4cb-0563d293410f","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":221,"box":{"x":60,"y":135,"width":855,"height":12}},{"id":"804a42d9-aa8f-449f-91f3-c5ccedc6e61b","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":221,"box":{"x":59,"y":150,"width":376,"height":12}},{"id":"9575d3f2-a0f4-4b58-a263-8fa88f8a5792","block_type":"box","text":"(18)","page_number":221,"box":{"x":437,"y":148,"width":20,"height":8}},{"id":"bed257f9-8f5d-40e2-8cf0-693298b5b177","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":221,"box":{"x":59,"y":176,"width":848,"height":13}},{"id":"324d8430-60fe-40e7-ac98-2de638a064c9","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":221,"box":{"x":59,"y":191,"width":828,"height":13}},{"id":"2f977c1a-8e69-444b-a7e1-f020e25b834b","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. 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Our clients have greater control over proxy voting","page_number":221,"box":{"x":59,"y":308,"width":863,"height":13}},{"id":"54f0cabe-4b86-4739-ab7b-c4ad4848b38b","block_type":"box","text":"because of Voting Choice.","page_number":221,"box":{"x":60,"y":324,"width":180,"height":12}},{"id":"bf839177-58b9-4de9-a16b-ec1b81ee3e35","block_type":"box","text":"(21)","page_number":221,"box":{"x":242,"y":322,"width":20,"height":8}},{"id":"e8ed8e6d-97a4-47d0-aa7c-27f109517b87","block_type":"box","text":"Reporting and vote transparency","page_number":221,"box":{"x":60,"y":350,"width":236,"height":12}},{"id":"bf6d45d3-75b0-49eb-9bde-b66edb348087","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":221,"box":{"x":59,"y":377,"width":805,"height":12}},{"id":"a0e81c9c-161d-4dcf-a337-639bd7732287","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":221,"box":{"x":59,"y":392,"width":846,"height":12}},{"id":"93c72c50-e0dc-4f9d-b2c7-c102ae4c23b7","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":221,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"9a4c3516-415f-4ba4-84fa-5321b6f6950f","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":221,"box":{"x":59,"y":422,"width":840,"height":12}},{"id":"c66fc2cf-febe-4bf2-9f02-92ac9734c336","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":221,"box":{"x":60,"y":437,"width":425,"height":12}},{"id":"95d7e9e8-ee58-4438-9eb3-44056e5a3310","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":221,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"cc309fcb-d5db-47ec-90f3-a78be03931ac","block_type":"box","text":"nsider","page_number":221,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"c6029217-e5a6-472d-9b01-4521bfe6af12","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":221,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"07e98fc1-ca93-46e3-a22e-d84226242f53","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":221,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"48357b64-865d-4a54-89a6-d9e87d286f6d","block_type":"box","text":"s from","page_number":221,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"e582135b-4394-472f-83ab-c3e9bae0ff73","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":221,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"7e1fa054-769a-4edf-ae5a-9ee0f28761cc","block_type":"box","text":"icy.","page_number":221,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"388f9731-dcbe-4d0d-945e-718731427996","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":221,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"46d9dd41-028f-4a41-aa43-02ecced20851","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":221,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"9080bb6a-1fe4-4f4e-b4fc-5daa484f1e45","block_type":"box","text":"A-32","page_number":221,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"c05e58b8-854d-41a1-a2ed-364a3b18d89f","block_type":"box","text":"Want to know more?","page_number":222,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"0b5d345d-ed3c-4d0a-9a55-4cdb71469e49","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":222,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"8007ce09-bf6c-4503-aedf-dc6ddb7c2b85","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":222,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"be5080bb-696b-4722-926f-7ca210202288","block_type":"box","text":"principal.","page_number":222,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"98c99c64-f069-4c1d-8d18-f43ece74f73c","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":222,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"1fc35d24-9cbc-4f08-881c-81a5436c834c","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":222,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"d9f8166f-d7be-4ffc-8f79-bc0f1ff03e06","block_type":"box","text":"BLACKROCK","page_number":222,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"1fadd559-8e37-40b4-981a-05e0ffb0f429","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":222,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"a5554fde-3b9e-451b-b1f5-67f8c07e8e2c","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":222,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"e1131c3f-5094-4b60-8c88-a2a09548aed3","block_type":"box","text":"A-33","page_number":222,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"08ac4387-d252-48cf-9e1a-cc1972ee0823","block_type":"box","text":"BlackRock Investment Stewardship","page_number":223,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"8f8df97a-2ffa-44a2-9334-d2a0a21c86a4","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":223,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"61e8c307-76f5-446d-a627-2ebeafd0cb9f","block_type":"box","text":"Effective as of January 2026","page_number":223,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"6721d45e-f7db-40d3-827e-c47819a05197","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":223,"box":{"x":140,"y":199,"width":354,"height":12}},{"id":"8de5c601-e45d-49e1-b87e-3f89d4fde271","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":223,"box":{"x":501,"y":199,"width":357,"height":10}},{"id":"a30be60b-14c8-4b74-bc65-8b02b2a15c88","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":223,"box":{"x":139,"y":218,"width":609,"height":12}},{"id":"ab044f2c-4b70-4839-8711-082e212b47a6","block_type":"box","text":". . . . . . . . . . .A-34","page_number":223,"box":{"x":755,"y":218,"width":103,"height":10}},{"id":"f22bddc9-2a47-4193-8b08-e631d4cfbd04","block_type":"box","text":"The Climate and Decarbonization Stewardship Guidelines","page_number":223,"box":{"x":139,"y":237,"width":402,"height":12}},{"id":"d0dca09d-2cec-4890-8d43-e6606c2c5c77","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":223,"box":{"x":547,"y":237,"width":311,"height":9}},{"id":"c4457c10-f69e-48a9-a3f8-e534bd99b79d","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":223,"box":{"x":140,"y":256,"width":603,"height":12}},{"id":"a7a0ffd7-de9f-4ff9-9d05-ff25255f71ee","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":223,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"af758b6b-f51a-486f-88bf-c1bcd8d67bb0","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":223,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"fc7ac532-60de-45f8-b3ab-b7bc76ce5590","block_type":"box","text":"Voting approach under the Guidelines","page_number":223,"box":{"x":139,"y":293,"width":265,"height":13}},{"id":"3ffcf63d-e01a-4ae0-91c0-c342273b189a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":223,"box":{"x":410,"y":294,"width":448,"height":9}},{"id":"80f9ee61-3f34-4853-827b-8cfd607519eb","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":223,"box":{"x":140,"y":312,"width":718,"height":10}},{"id":"00d001b1-838d-47cb-aecc-857ce8a5e3ef","block_type":"box","text":"Appendix 1","page_number":223,"box":{"x":139,"y":331,"width":77,"height":13}},{"id":"4d9dcedf-26b1-40c0-afea-6c8611f0f1d3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":223,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"4266ed1c-4c72-4cc4-b6a0-4ae7610ec1ff","block_type":"box","text":"Appendix 2","page_number":223,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"0391614b-23f7-4c30-b460-6a0105cface4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":223,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"7e7bdce9-5460-4324-88b2-e6676f3e5220","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":223,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"63704fc8-b7da-4d7f-bd2d-24e201201894","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":223,"box":{"x":59,"y":409,"width":874,"height":13}},{"id":"a9bdd516-b233-4482-b5b5-a05b416c54df","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":223,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"47412e68-ae80-4d02-8f86-b26200e3d5bc","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":223,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"7c9caf61-a9d4-42e9-8504-428613c7b962","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":223,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"8e499880-eb7a-43a9-91bb-8c56f4c8172c","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":223,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"2711760d-2dc3-4665-afc5-11f86a2d0252","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":223,"box":{"x":60,"y":496,"width":314,"height":13}},{"id":"e9c8aaab-c429-471b-83a7-c443c8ce9f74","block_type":"box","text":"1.","page_number":223,"box":{"x":61,"y":517,"width":9,"height":9}},{"id":"6bd6ea9a-c28c-4ae3-a722-735bf57f22a7","block_type":"box","text":"Engaging with the boards and management of companies","page_number":223,"box":{"x":99,"y":516,"width":418,"height":13}},{"id":"9835c839-d0ac-43f7-870f-51f806276113","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":223,"box":{"x":523,"y":516,"width":405,"height":13}},{"id":"9a4ef5d6-3583-4059-a2a3-b65fac3a3c5b","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":223,"box":{"x":98,"y":531,"width":833,"height":13}},{"id":"7d33363c-f85d-4822-91f5-4d2830f8c9a7","block_type":"box","text":"and to help inform our voting on behalf of 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BII based its key assumptions on","page_number":224,"box":{"x":60,"y":637,"width":833,"height":13}},{"id":"4ded7739-7e21-482b-b02e-4b45a74d124c","block_type":"box","text":"rigorous research, and the input of BlackRock’s portfolio managers and other experts.","page_number":224,"box":{"x":60,"y":652,"width":598,"height":13}},{"id":"12da7a9f-b8a3-4166-893e-f1af1f4233c4","block_type":"box","text":"These Guidelines draw from the proprietary insights generated by BIITS and Aladdin Climate","page_number":224,"box":{"x":59,"y":679,"width":646,"height":12}},{"id":"c8d1d57d-a6b8-41a2-8670-26055529d53c","block_type":"box","text":"®","page_number":224,"box":{"x":706,"y":676,"width":6,"height":4}},{"id":"c412d4d7-c4c2-4220-95c8-73d200042a3a","block_type":"box","text":", BlackRock’s Risk and","page_number":224,"box":{"x":713,"y":679,"width":153,"height":11}},{"id":"75559450-6c45-4966-a724-62042c8e079e","block_type":"box","text":"Quantitative Analysis Group, and the broader BIS team to help inform 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Further, the Guidelines recognize that these factors are uncertain and dynamic.","page_number":225,"box":{"x":92,"y":251,"width":650,"height":12}},{"id":"9a0eda8a-7966-493d-bbc3-480b306a4092","block_type":"box","text":"•","page_number":225,"box":{"x":59,"y":274,"width":4,"height":3}},{"id":"15b549eb-f1d0-4898-b968-0c48461441cc","block_type":"box","text":"Take a long-term, pragmatic approach to the low-carbon transition that minimizes disruption to portfolio companies","page_number":225,"box":{"x":91,"y":271,"width":843,"height":12}},{"id":"f2c9b83b-5c3c-420b-a375-1b10c7e291a5","block_type":"box","text":"and their key stakeholders:","page_number":225,"box":{"x":92,"y":286,"width":193,"height":12}},{"id":"f39e05f2-4f81-4476-bb68-fa9dd15af120","block_type":"box","text":"The Guidelines recognize the challenges that many companies face in adapting their","page_number":225,"box":{"x":290,"y":286,"width":591,"height":12}},{"id":"3f01d58f-ddaf-4eeb-b128-58793d939de7","block_type":"box","text":"business models to the low-carbon transition. It reflects a view that a smooth transition — where companies adapt","page_number":225,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"932ede85-8120-48be-b3da-d1d55b693e30","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":225,"box":{"x":91,"y":316,"width":845,"height":12}},{"id":"d7db17fe-a29c-470a-8a0c-c0e764c7ed5a","block_type":"box","text":"stakeholders than a disorderly transition. Further, the Guidelines consider the differences between the actions and","page_number":225,"box":{"x":92,"y":331,"width":796,"height":13}},{"id":"ad1767d6-4859-49be-9767-7a83e27f4b53","block_type":"box","text":"outcomes over which company management has influence, and those it does not.","page_number":225,"box":{"x":92,"y":346,"width":575,"height":13}},{"id":"e6d6917d-e9ff-4d55-b71e-a8760aa91273","block_type":"box","text":"•","page_number":225,"box":{"x":59,"y":370,"width":4,"height":3}},{"id":"1cc10f92-02d5-458c-968b-6819359c958e","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":225,"box":{"x":92,"y":366,"width":804,"height":13}},{"id":"43480d5e-b49c-4fd7-b45c-495d3f124218","block_type":"box","text":"Under the Guidelines, the dedicated team looks for disclosures that outline key milestones and dependencies","page_number":225,"box":{"x":92,"y":382,"width":763,"height":12}},{"id":"8f0ba306-0bea-4dec-bf03-30877d11b140","block_type":"box","text":"underpinning the company’s low-carbon transition strategy, explain the trade-offs required to adapt the business model,","page_number":225,"box":{"x":92,"y":397,"width":843,"height":12}},{"id":"b1a0ef1a-fbc7-4119-a8b8-a98ddfc669a3","block_type":"box","text":"and include relevant data and narrative.","page_number":225,"box":{"x":92,"y":412,"width":276,"height":10}},{"id":"a20a699e-4bca-4227-88cf-0181fab0d662","block_type":"box","text":"•","page_number":225,"box":{"x":59,"y":436,"width":4,"height":3}},{"id":"6982f8a5-87a4-4927-8248-b1d269eaf8a9","block_type":"box","text":"Consistency with the participating clients’ position as a minority investor:","page_number":225,"box":{"x":92,"y":432,"width":529,"height":12}},{"id":"6f8eacd6-0900-4407-9a52-f7173ae713e7","block_type":"box","text":"The boards and executive leadership of","page_number":225,"box":{"x":626,"y":432,"width":276,"height":12}},{"id":"11dfae05-3362-450b-84f2-038e4845743c","block_type":"box","text":"companies determine a company’s strategy and its implementation. Under the Guidelines, the dedicated team makes","page_number":225,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"fd6c2a80-7650-4369-9afe-e0bd397ade0a","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":225,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"b4c12e33-40ff-4f9e-a522-c59b5bfef8c0","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":225,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"326ff827-30c0-415c-9fb8-ec06e4526f48","block_type":"box","text":"Voting approach under the Guidelines","page_number":225,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"a913e72c-124f-4fc0-ab73-bf87b73261e2","block_type":"box","text":"(12)","page_number":225,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"f6bb7a72-20d8-4185-b07f-ad16ae8b1d14","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":225,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"985e3c66-5e53-4461-8d6a-4bc52015fc3f","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":225,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"ef741cd1-1f7e-43ba-a47c-986c31cd3aaf","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":225,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"05db82fc-9932-4f70-a961-83cfa7366217","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":225,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"11959bbc-e64e-41a3-be2d-c44470884d46","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":225,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"d1fea52a-d802-447d-a5d7-f2c2ff7e033a","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":225,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"5c434287-1fcb-4f28-8e80-307b12901f48","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":225,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"76cc38a7-e424-4db1-94bb-cf89bb5dbe55","block_type":"box","text":"Corporate Disclosures","page_number":225,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"1bfb6150-5de7-4e9d-a18b-9d033dbd8d24","block_type":"box","text":"(13)","page_number":225,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"d8ae4458-a2df-490f-8504-e2c64a438c16","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":225,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"1f10e2a5-56d6-47ff-b87b-09f2203713ec","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":225,"box":{"x":59,"y":700,"width":856,"height":13}},{"id":"14b1f6e0-aeaf-46c2-be44-81de2fb79333","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":225,"box":{"x":60,"y":715,"width":840,"height":13}},{"id":"2f6742a2-e458-4eee-a0db-2e2de67bf52a","block_type":"box","text":"determined most appropriate, which may include:","page_number":225,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"2a1cc92e-4586-4b5f-8c78-41dfeb9c570b","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":225,"box":{"x":60,"y":751,"width":865,"height":12}},{"id":"4bdbdae3-e505-45c6-a47e-fdb2d45f6684","block_type":"box","text":"(11) Aladdin","page_number":225,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"ed0943d5-aa50-4102-b09e-3d840c5d2a97","block_type":"box","text":"®","page_number":225,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"dc800e1f-8b99-4240-9d06-32e1353a64ec","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. 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The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":225,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"6d3b139e-c198-4f6b-b30b-a654a859d479","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":225,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"4c66307b-f4b3-491a-abbd-736ba3045ef9","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":225,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"90b166d2-0e48-460d-9bf8-9a166a5472c1","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":225,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"30e235e5-ec53-4fd1-8fcf-893290512136","block_type":"box","text":"d","page_number":225,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"87ca6cbb-d986-4f3e-bf8f-6dc1b19eb24f","block_type":"box","text":"looking statements.","page_number":225,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"2c9be8e9-e8fe-455c-ab14-53d83b09e5e4","block_type":"box","text":"A-36","page_number":225,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"9c931323-b5bd-4a22-8fd2-c9f4ff9ddc6f","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":226,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"d73f4087-b382-4d35-bad1-42e448d42781","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":226,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"491ad3ee-2bae-4502-a242-3661905822a4","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":226,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"3f3920d6-2fe2-48fa-a49c-e0871631ef6c","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":226,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"ffd478bd-0ee4-47f2-9026-8dc1fbffa257","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":226,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"923db912-de67-48c0-8024-265a3ce5b0d2","block_type":"box","text":"(14), (15)","page_number":226,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"0be8dc79-c43c-48f3-a42e-ee66950dcd84","block_type":"box","text":"IFRS S1","page_number":226,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"ee2b9e5e-7e0a-4e57-83e2-af0fad62267d","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":226,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"bd2ffaf6-4cd9-4a74-a9cb-492d49a2ed97","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":226,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"871f74d4-59e2-43d8-95d4-41bff1869619","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":226,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"877580fd-24cb-45df-a552-4ab819364e99","block_type":"box","text":"standards are developed.","page_number":226,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"e1c67166-5714-44c3-9e1e-e926bdc3e28c","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":226,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"b1bc93e9-63e3-4ed7-a2ed-a6208e2cda9f","block_type":"box","text":"(16), (17)","page_number":226,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"77a98a70-d781-4d9e-9bd4-28a1c10ade86","block_type":"box","text":"In addition, the dedicated team looks to","page_number":226,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"4c899036-81b2-4367-92d0-8cd7fc288e51","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":226,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"9b452dcb-fe36-42d4-9198-43d761a6eb67","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":226,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"0f24d39b-e0cb-4092-848f-8f7a926af219","block_type":"box","text":"reductions. 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For some companies that play","page_number":226,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"3e038e66-1bfb-4759-9948-60acd485a261","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":226,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"88a5ed92-162f-49be-b5b5-9d17f2131b0a","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":226,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"b9d8cf4d-3b42-4cc8-869a-b08e9db6e565","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":226,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"e530b3b8-fc11-4b33-8f81-3900f6291daa","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":226,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"1afdeea4-f911-4200-8ebe-e1cab94bc5b7","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":226,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"50238a7a-9d1c-4e45-8b3b-6ec630f23b10","block_type":"box","text":"mitigate material transition risks.","page_number":226,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"25ce4150-1911-4a9f-8175-e5a079385d1b","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":226,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"6c8ec6f4-1bec-4a0f-8046-b759d0d255f8","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":226,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"f0dd1d2f-bfe9-4c0a-ab7e-614bd3031519","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":226,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"95ea10e8-2788-488d-bdd8-1da9865928bf","block_type":"box","text":"Transition plans","page_number":226,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"023765ef-d81d-4e11-9e8a-dd9d26d1ae68","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":226,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"b69ca616-cbd2-4786-9075-29992c5ab8a1","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":226,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"bb008f6a-c525-452f-9e2f-3d248c84b60b","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":226,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"6729f241-7e4c-4869-b52f-921f95b4d5a7","block_type":"box","text":"(19)","page_number":226,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"0243f35e-a2e8-495b-b56f-fb5b6b62eb46","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":226,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"c0fa643a-8009-4689-b53f-f9537229e399","block_type":"box","text":"ld on","page_number":226,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"c3151d79-5225-48a3-947a-2709f1701155","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":226,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"a2831252-232f-4d6d-8622-ed6e353c8939","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":226,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"a0dc00ad-5cdc-497a-ba69-b33ffdfa4f31","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":226,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"a6710bb2-8704-4264-93a6-3a65c38af8d5","block_type":"box","text":"accessed in December 2025.","page_number":226,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"4935978d-c711-4201-9656-d81b38f3f31e","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":226,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"754ce1e4-4562-4d0c-8495-e2e8edd6f379","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":226,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"93452742-0ace-4fbc-97b7-88e782c8fd52","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":226,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"81dc0ce0-26bc-40be-806f-ef6a18f8ad38","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":226,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"cfd8ab51-bf8b-41d6-94dd-924bee0f58e8","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":226,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"d0e64e27-9c2d-4b3d-84b2-3cab16fe281d","block_type":"box","text":"o","page_number":226,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"7ed59b10-f7bb-45d0-ac54-c510a309e6d8","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":226,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"7e2815ee-58af-4e47-8f98-134aeb81e676","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":226,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"2eefa9e7-b02b-48ec-b76a-8dfd87e2d497","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":226,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"f60face3-d7db-4010-bed9-e0ed36d7c2c8","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":226,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"3d0a23f1-6bee-486c-a0ed-d0def8ae4870","block_type":"box","text":"o","page_number":226,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"abded14b-5a98-4b27-a0d6-d61d6fe43aef","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":226,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"0c692b42-d402-4060-b1b4-961794f4eb0b","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":226,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"a7344695-1cb6-43e3-aec9-7604ba079d51","block_type":"box","text":"December 2025.","page_number":226,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"39a28d73-ed57-4224-b44e-f4cd99a3f965","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":226,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"ee397f9a-54c3-4146-afbe-dbfefe5988cd","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":226,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"061f7336-1656-421a-ad03-8efb4cb7b682","block_type":"box","text":"by","page_number":226,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"37e5fd77-235d-4406-b8c6-c2e0fc5e2146","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":226,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"7d551729-aa38-4548-a397-c81e1617b9c8","block_type":"box","text":"ries that are material to their business models.","page_number":226,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"2f030635-06aa-47d0-a907-c957aaab81e4","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":226,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"8b9d5b7a-6c1a-47d5-80f7-1b560a2e7a9a","block_type":"box","text":"A-37","page_number":226,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"9545eacc-ec85-4131-9882-99e1df6f1e82","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":227,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"257831a5-0d12-439e-96f3-520d851b0637","block_type":"box","text":"plans.","page_number":227,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"6f7103f8-02b0-44ef-922d-d12572201e67","block_type":"box","text":"(20)","page_number":227,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"6111342a-47a1-4699-8d70-f72c71c280d8","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":227,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"abd9c368-2f7b-4a9c-946c-e79478ea1d12","block_type":"box","text":"approaches.","page_number":227,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"23a2f898-d550-48ef-85e4-f22257d62a39","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":227,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"9925100b-7c10-48d0-b33a-dfad5e0f3230","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":227,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"0b7ed688-09a8-4f42-b36a-b845e01ac578","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":227,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"6a4364b0-3875-4f9d-bcca-cd1d72290423","block_type":"box","text":"Boards and directors","page_number":227,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"e017737b-7368-4811-a2da-23900913c70f","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":227,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"45e29168-6f5d-40bb-9a84-3cf66eb84583","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":227,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"ab23c9ec-c86c-4afc-9a90-1f4711c32376","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":227,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"f10485fa-e528-4a38-bf0b-9dd6763c9c72","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":227,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"8332e9ba-1293-408e-b159-12684b51cdcd","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":227,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"5a709894-a984-452a-8ed3-41b6af0b4f08","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":227,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"a7244a05-d186-4f41-8323-16b122d8d623","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":227,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"87eb747f-ca93-4b30-a817-da8aabc9ce4a","block_type":"box","text":"accountability for delivery by senior executives.","page_number":227,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"a64eeba5-81b9-42d5-a5d5-f16064333d7a","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":227,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"0e1cbeed-c665-49b0-9f22-6fe7d8b365c1","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":227,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"7d097c7a-dfd5-4993-8f73-76c9a58406bd","block_type":"box","text":"transition strategy.","page_number":227,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"0ba95eee-913c-4283-be23-8f39b23d6741","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":227,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"32491eb4-5fc0-4198-9dfe-4b9490eedfaf","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":227,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"b1be145b-e159-4def-9bcf-df53803accb9","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":227,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"b075c50d-42b0-4bce-848b-d3f87901574d","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":227,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"3fd97259-d252-4616-a444-6571971a4b68","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":227,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"b2104933-8cd9-477d-8f8b-145ed35eaa53","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":227,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"5008dc79-a3b6-41f6-af0a-83ae77d449bf","block_type":"box","text":"low-carbon transition strategy.","page_number":227,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"1097ce68-2254-46d7-824e-3232a3bf07ba","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":227,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"95c69a07-030a-44ba-9f1b-50736c9b81c1","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":227,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"92362218-fed1-4b41-8fce-5da9e2c45193","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":227,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"8b9bb0d0-f08d-416e-b478-25ca72d9b2a7","block_type":"box","text":"constituents in their value chain.","page_number":227,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"d6c9da6c-2b8a-4dc9-8ad5-5a0ab6a23d5a","block_type":"box","text":"(21)","page_number":227,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"06b10877-72f6-420a-8a69-bbd9f8170434","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":227,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"aa23f7e6-3a5c-4305-9e0e-98b855ac2685","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":227,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"8a9b6d0d-2bec-43c8-97bb-f8739dda210e","block_type":"box","text":"(22)","page_number":227,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"772eac14-8044-4142-92b5-014d5be791be","block_type":"box","text":"The dedicated team looks for public policy","page_number":227,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"9afb625f-f8e9-4dce-b856-dcc05bbde23c","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":227,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"e2ba3aec-036a-4e71-ae60-343dd7bfc339","block_type":"box","text":"carbon transition.","page_number":227,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"c5a0bd09-1c9b-4e6c-b4fe-3ce7666ffa97","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":227,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"3444c064-ff99-4db0-90b9-5f411323ab4d","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":227,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"8d13b10a-c6b7-4db3-96be-e52b68d62a31","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":227,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"f2be6c4f-7240-49cd-97a1-c308a067f7ea","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":227,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"73a3d1ab-269b-433a-aaba-d1ff337e4dbc","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":227,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"04e78f25-5dc0-41b8-a173-72974535b220","block_type":"box","text":"ave","page_number":227,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"25b03f43-7708-484b-adb3-1cebe1604ca2","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":227,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"53c98db4-c0fe-440b-9e85-e028d8038839","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":227,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"0d18146d-b064-4781-b3e0-ec11eb8a7251","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":227,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"cc959516-1487-4944-84bb-4c4f01e1485f","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":227,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"ec9298f6-0abe-4a6b-8c0f-9122cb9d3244","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":227,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"5c854c68-8d1a-42b0-9919-783265572fa2","block_type":"box","text":"lv","page_number":227,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"c8f3ebf6-7718-4d68-891f-62509a1195b0","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":227,"box":{"x":92,"y":826,"width":819,"height":10}},{"id":"3d78a255-7fa4-4147-9ab8-68eb58ed2323","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":227,"box":{"x":92,"y":838,"width":822,"height":10}},{"id":"2fd0b4c9-7de0-4a27-ab58-836a463c650e","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":227,"box":{"x":92,"y":851,"width":832,"height":10}},{"id":"e83f66b0-558b-4083-a3b7-2ee675f23c18","block_type":"box","text":"n","page_number":227,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"88952dce-8ac9-499f-82f3-836f475fec0f","block_type":"box","text":"December 2025.","page_number":227,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"fb35c484-76c0-4667-be56-3d3bc4f3f8c0","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":227,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"0899a687-6616-428f-a31f-4d1741d699cc","block_type":"box","text":"hips), and","page_number":227,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"3fbf2414-346a-40b7-bdcf-e79fd080bb90","block_type":"box","text":"corporate political contributions.","page_number":227,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"4f9c5773-2424-4477-b70d-dc8fca57de55","block_type":"box","text":"A-38","page_number":227,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"7555bb3d-29ea-493a-b9ca-066cc0749519","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":228,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"8bdaef55-832b-438e-b8f7-c000946150ac","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":228,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"b1dd5b47-ca7b-4662-8933-253c6a3eb4ba","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":228,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"77bf0147-b191-428e-a2e0-0ac96d0c3bd0","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":228,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"e8a1eb81-fa41-4157-ac64-4bb1460efd49","block_type":"box","text":"board or equivalent and/or board reports.","page_number":228,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"04576e43-488e-45c2-932a-ba9e5dcb4dbc","block_type":"box","text":"(23)","page_number":228,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"3ca75eea-8ab1-4647-9bac-46bd254be05f","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":228,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"3f91d293-247e-403c-90f3-a368757af756","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":228,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"9999a5cc-6723-4d77-82fe-7006e8148e29","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":228,"box":{"x":60,"y":184,"width":455,"height":12}},{"id":"a880e1c9-ea60-40f8-9283-4579993fd48f","block_type":"box","text":"(24)","page_number":228,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"3cddc21d-91c0-47fb-bc99-32c52fa7d811","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":228,"box":{"x":76,"y":210,"width":521,"height":13}},{"id":"e7654006-19df-4ec1-90e5-004d91e1b3d0","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":228,"box":{"x":60,"y":237,"width":849,"height":12}},{"id":"10fe004b-903a-4417-968f-170936d097f5","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":228,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"7f33d44c-718f-419d-9cf0-396f23638d4b","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":228,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"34e38e42-dafe-41ed-bb83-6af23e9761af","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":228,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"dc816c9f-e47e-4f96-b783-f50fab202647","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":228,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"1580ae73-666d-49a8-8166-40b07b147ef7","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":228,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"f1e004bf-e2f3-424c-9bd1-90beca3ba983","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":228,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"ae041425-49d9-48e2-a6eb-6e50f7261830","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":228,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"0e07a419-a3ad-4e49-984a-460cb8c2d26f","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":228,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"bc4d0e69-afaf-4624-83a0-e705de5e40ae","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":228,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"bf7d6c7f-dd30-49c0-b95b-e9254d8d78c0","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":228,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"0cd2ff12-9834-49f7-a971-08b76c5d7a01","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":228,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"2df98ec4-9655-4087-bfb5-2f1b91d88b54","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":228,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"52c284d6-7838-49ff-8817-e9250be1c149","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":228,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"8485c78c-13ca-4c4b-9621-524fe0ce9adf","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":228,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"2ee74d4d-b4f1-43a1-b7dd-763dc24637da","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":228,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"29b977bf-a761-441c-8706-ab007575999a","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":228,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"275ad7df-9c94-40ea-8a04-3f906028c69b","block_type":"box","text":"ask a company to:","page_number":228,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"36747c64-fdfb-4134-b834-4537a8bf01e1","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":228,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"d5575b2e-cbd6-4762-8a49-310d17e1cdec","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":228,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"378f344b-1123-4074-baf5-2b0c53552123","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":228,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"b141d917-fb25-45bf-a03a-a11e4d7cc93e","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":228,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"8d728791-f49e-4c1e-afc9-3221e13edecd","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":228,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"258dd662-e503-427d-8db0-f6638058b0b7","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":228,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"1cf8bc38-527f-4abc-aeec-1759b62860ca","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":228,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"4392ae9d-6c49-48f9-9c0c-cf577a80b3dc","block_type":"box","text":"(25)","page_number":228,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"043300eb-f17e-4d38-94e3-0f6cfabdbe74","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":228,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"42571049-f441-4977-a87c-1be853d6a646","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":228,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"097b9b5d-e43a-45ee-b859-7f55748d8eb3","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":228,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"ce782412-8697-4070-b1bf-150a8d2c3f70","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":228,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"c599102f-1ee3-40ed-a46d-01a4ae8f7186","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":228,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"b2875e2f-4953-499f-85b5-14733b3aa06e","block_type":"box","text":"not","page_number":228,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"f564ead8-8b05-4d35-8496-63f959123263","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":228,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"3d6a2f11-9dc7-4ca1-b6d6-c044f1ee6cc1","block_type":"box","text":"e","page_number":228,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"b7bb390a-75fe-43b0-a29c-c2f02b78e317","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":228,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"b6b70a0f-c5a5-46cd-b1d6-9dde487ba48c","block_type":"box","text":"lines.","page_number":228,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"489e18f0-8832-46a4-8a12-6eac3d475a6c","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":228,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"a5dc45d9-719b-49b4-a886-afe202248c7b","block_type":"box","text":"hips), and","page_number":228,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"24d9a5be-ef0e-4563-8cd6-18956b59a14c","block_type":"box","text":"corporate political contributions.","page_number":228,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"a22ffb9f-2320-4da1-9391-a8d85a77488c","block_type":"box","text":"A-39","page_number":228,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"5d771e30-2b20-442d-9c38-21dfc12499b4","block_type":"box","text":"Related matters","page_number":229,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"67fa53b4-187d-40f4-954c-0c5c061d9119","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":229,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"74c43bf5-62f8-47d9-b9c3-dca3e308a2db","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":229,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"6fdf8ca0-eaa5-4fd5-92a9-063bf98f3efc","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":229,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"33213e54-c324-4171-b475-2b13c185cc1d","block_type":"box","text":"Policies.","page_number":229,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"b6a7df7b-9f1e-4042-bf45-aeaa70cb29bf","block_type":"box","text":"Executive compensation","page_number":229,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"7c0d6f03-cf6e-489e-90da-d0ae14d28b3d","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":229,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"620332ec-724e-49d6-a70c-45684fc649e3","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":229,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"d45dc6fd-8d7c-49f6-97fb-8bc403136403","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":229,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"04a8cceb-7d54-4f7d-92b4-7043b3b83496","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":229,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"94eb7ebb-6b04-4ba2-a0d9-9d02fe850274","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":229,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"a63a63ab-4f89-410d-890e-d3cc136f2fda","block_type":"box","text":"Auditors and audit-related issues","page_number":229,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"59c2eff1-de00-4ac6-82cf-8a4c7fbfe8d4","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":229,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"0e5811c2-573f-4025-af9e-d2726b65de8e","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":229,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"10588666-8b5e-4b10-b4d3-98b67c18e4e4","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":229,"box":{"x":60,"y":335,"width":876,"height":12}},{"id":"e51111c4-3024-40eb-8cb1-361ad9321c28","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":229,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"76e33caa-16ea-4dd4-8657-f12c0268d6a4","block_type":"box","text":"nascent.","page_number":229,"box":{"x":60,"y":366,"width":57,"height":9}},{"id":"416fbcca-3bf6-424a-86ce-53670df82703","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":229,"box":{"x":76,"y":392,"width":448,"height":12}},{"id":"91cdf383-4a67-4fec-ba1d-948c2c018260","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":229,"box":{"x":59,"y":418,"width":870,"height":12}},{"id":"11981c79-63b3-4725-b550-c7c35e934d3f","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":229,"box":{"x":60,"y":433,"width":871,"height":13}},{"id":"e98b8aa0-aa20-4063-88e7-dc4441d97ade","block_type":"box","text":"proposed governance, strategic or operational changes that may impact its climate strategy. The dedicated team does not","page_number":229,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"7581acaa-2fe8-45e6-a2c6-29bc815d0079","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":229,"box":{"x":59,"y":463,"width":512,"height":13}},{"id":"bf3dae3c-f4e9-40e7-9283-d4ef0daf1117","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":229,"box":{"x":76,"y":490,"width":498,"height":12}},{"id":"ea19c125-e856-4368-ac9f-f303e9c4919e","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":229,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"f8589315-6092-4efd-9663-84cb4849a5f7","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":229,"box":{"x":60,"y":531,"width":852,"height":13}},{"id":"0595030f-e307-4bc6-bb2c-5bc56f1b619d","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":229,"box":{"x":59,"y":547,"width":651,"height":12}},{"id":"daf28f94-1b96-4ea4-8560-ede1de39477d","block_type":"box","text":"(26)","page_number":229,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"6ac61507-ffae-4d78-b428-9bf6b049b66f","block_type":"box","text":"In the context of these","page_number":229,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"75d733f8-f56e-4b35-970e-017f7fd890ad","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":229,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"b5d8ed79-ea8b-4420-9b95-dd39c51e994c","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":229,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"9396aee1-add3-4c09-9c20-e53e5549328e","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":229,"box":{"x":59,"y":592,"width":844,"height":12}},{"id":"e09eeeef-2579-4ea4-93c0-6fd10fefc3cf","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":229,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"ac6f7867-2933-4caa-a1f3-5d541c770062","block_type":"box","text":"to a low-carbon economy.","page_number":229,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"39dc7d24-96eb-429d-92b8-7245541a47ad","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":229,"box":{"x":59,"y":879,"width":872,"height":9}},{"id":"2b2eda74-9caa-4b5f-8c29-48e1700323db","block_type":"box","text":"rights risks, December 2025.","page_number":229,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"7ae2078d-0af9-4b27-b9a5-9708f3062a9f","block_type":"box","text":"A-40","page_number":229,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"82e4d943-198f-438c-8647-afec9d49b03c","block_type":"box","text":"Appendix 1","page_number":230,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"b5fe69dd-dbdb-439d-902b-23ac2c275c66","block_type":"box","text":"Terminology","page_number":230,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"abfb9e55-b8ac-40cf-a1c4-b4ba9f3bd9bb","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":230,"box":{"x":59,"y":120,"width":552,"height":12}},{"id":"95e91086-4279-46a8-9b24-0bf23ebfcf6a","block_type":"box","text":"Climate risk:","page_number":230,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"420bb47f-d86e-4d88-ae02-436670f2a632","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":230,"box":{"x":154,"y":146,"width":742,"height":12}},{"id":"1342e1bd-8f4a-44ef-b2cd-0b053b4a6797","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":230,"box":{"x":59,"y":161,"width":817,"height":12}},{"id":"f38733df-f000-41e9-aa44-7e724a9a8014","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":230,"box":{"x":59,"y":176,"width":340,"height":13}},{"id":"4239c403-1969-4b4d-8897-524b1cab7fe5","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":230,"box":{"x":58,"y":203,"width":455,"height":12}},{"id":"a709da7d-05bd-4e80-83e5-1994328ec7f5","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":230,"box":{"x":518,"y":203,"width":401,"height":12}},{"id":"a3f40a7e-9792-4712-9a86-322d1df55519","block_type":"box","text":"many sectors and business models. 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This can be carried out by countries, companies and even individual","page_number":230,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"f48a84cf-f23d-464c-beb5-8c6216b46093","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":230,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"abb24fc8-cfbc-4c18-b45c-b5c1b47bec00","block_type":"box","text":"Climate-related risks and opportunities:","page_number":230,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"e99b72c0-8856-4eb1-bfe6-ae0ba399b67f","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":230,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"bcc60ae4-3ff1-4af4-8a9f-6250c0267c09","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":230,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"c4eb7a9b-be99-47e2-92e7-ebb9d978f1ba","block_type":"box","text":"climate change.","page_number":230,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"a141db81-e1d1-46e5-a1e6-cbf90cff7894","block_type":"box","text":"Climate-related transition plan:","page_number":230,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"0642a029-a33b-45a6-a6f7-0105be7c5d59","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":230,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"936cbc30-4bb8-45dd-861b-924f95b526c2","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":230,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"abaa9da2-ca17-4cdc-997c-31f5e3ce4277","block_type":"box","text":"emissions.”","page_number":230,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"ada954f2-49b3-48d4-9f48-4c192f6c992f","block_type":"box","text":"(27)","page_number":230,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"cc1932a5-1440-4662-81c8-f63c159c9a74","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":230,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"737a7141-2966-4827-b2ab-53fdef355049","block_type":"box","text":"Targets that “","page_number":230,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"4ccfe561-1efd-47fc-8f6c-2fed915ef07d","block_type":"box","text":"are in line with what the latest climate science deems","page_number":230,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"3cfa8801-5844-4793-84b9-75302fc74dfe","block_type":"box","text":"necessary to meet the goals of the Paris Agreement — limiting global warming to 1.5°C above pre-industrial levels. Science","page_number":230,"box":{"x":60,"y":460,"width":866,"height":12}},{"id":"ce6b86ee-8825-4b50-9938-782703727394","block_type":"box","text":"based targets give companies a clearly defined path to reduce GHG emissions in line with limiting global warming to 1.5°C.","page_number":230,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"e4a7636f-7ffc-46b4-8003-01c5b26ca985","block_type":"box","text":"They define how much and how quickly a business must reduce its emissions to be in line with the Paris Agreement","page_number":230,"box":{"x":59,"y":490,"width":813,"height":12}},{"id":"4af92d02-7094-4c67-bbf0-11cdbfa1ea50","block_type":"box","text":"goals.”","page_number":230,"box":{"x":59,"y":505,"width":47,"height":12}},{"id":"4846c1a4-a76f-47d3-9140-dd8c2bba88cf","block_type":"box","text":"(28)","page_number":230,"box":{"x":107,"y":503,"width":21,"height":8}},{"id":"837d3388-4783-475e-9cf6-f08ac8e36b1d","block_type":"box","text":"Scope 1:","page_number":230,"box":{"x":59,"y":532,"width":60,"height":12}},{"id":"5d968fba-e06b-45c4-a37e-8c3854d388ea","block_type":"box","text":"Direct GHG emissions. Direct GHG emissions occur from sources that are owned or controlled by the company, for","page_number":230,"box":{"x":125,"y":531,"width":801,"height":13}},{"id":"1aca413c-0df9-4904-b655-6c74f4a29cd9","block_type":"box","text":"example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical","page_number":230,"box":{"x":59,"y":547,"width":824,"height":12}},{"id":"96c46b32-f910-4fbb-9801-bebb2170a23e","block_type":"box","text":"production in owned or controlled process equipment.","page_number":230,"box":{"x":59,"y":562,"width":382,"height":12}},{"id":"2538a70f-028e-4605-a1f2-57e8883988a8","block_type":"box","text":"(29)","page_number":230,"box":{"x":443,"y":560,"width":20,"height":8}},{"id":"8ab1566d-bf57-4c81-adf1-312794b872ab","block_type":"box","text":"Scope 2:","page_number":230,"box":{"x":59,"y":589,"width":60,"height":12}},{"id":"94afdc05-f072-4c8c-a611-97c26312ceb7","block_type":"box","text":"Electricity indirect GHG emissions Scope 2 accounts for GHG emissions from the generation of purchased electricity","page_number":230,"box":{"x":126,"y":588,"width":812,"height":13}},{"id":"d80e6b7d-6cc6-4b8c-abb5-477d6649084b","block_type":"box","text":"[steam, and heating/cooling] consumed by the company. [It] is defined as electricity [steam, and heating/cooling] that is","page_number":230,"box":{"x":60,"y":603,"width":853,"height":13}},{"id":"a196a18d-c84f-4f56-bab1-985c4bd75e45","block_type":"box","text":"purchased or otherwise brought into the organizational boundary of the company.","page_number":230,"box":{"x":59,"y":618,"width":576,"height":13}},{"id":"1ac39d6f-58a6-4da6-ab28-5c4bfdefd2dc","block_type":"box","text":"(30)","page_number":230,"box":{"x":637,"y":616,"width":20,"height":8}},{"id":"4233194b-ee72-402b-a92a-d77e49b1e18f","block_type":"box","text":"Scope 3:","page_number":230,"box":{"x":59,"y":645,"width":60,"height":12}},{"id":"478506e3-f43a-4555-ac54-749ca8f3dd9e","block_type":"box","text":"Other indirect GHG emissions. Scope 3 is an optional reporting category that allows for the treatment of all other","page_number":230,"box":{"x":125,"y":645,"width":790,"height":12}},{"id":"442e5791-0b88-4869-a03f-71f155a7922a","block_type":"box","text":"indirect emissions. Scope 3 emissions are a consequence of the activities of the company, but occur from sources not owned","page_number":230,"box":{"x":60,"y":660,"width":873,"height":12}},{"id":"913bf2ab-666b-4a35-bf85-eae70148a440","block_type":"box","text":"or controlled by the company.","page_number":230,"box":{"x":59,"y":675,"width":207,"height":12}},{"id":"4e1be3bb-adcc-4f86-b56d-40cc8dacb863","block_type":"box","text":"(31)","page_number":230,"box":{"x":268,"y":673,"width":20,"height":8}},{"id":"8907afe1-d1c8-4363-8ef6-7f3621c63d19","block_type":"box","text":"(27) As defined by the International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023. Several jurisdictions are","page_number":230,"box":{"x":59,"y":768,"width":797,"height":10}},{"id":"30d85953-75a6-41db-9bbd-522c5f2a81d3","block_type":"box","text":"basing their","page_number":230,"box":{"x":860,"y":768,"width":65,"height":10}},{"id":"81a90c43-f62f-40f5-890f-83bb0150def2","block_type":"box","text":"own transition plan disclosure frameworks on the IFRS S2 definition. We anticipate transition plan disclosure becoming mandatory in an increasing","page_number":230,"box":{"x":92,"y":780,"width":822,"height":10}},{"id":"cbe3dc03-1646-47e2-9268-7cdf61a1474d","block_type":"box","text":"number of jurisdictions over the near term.","page_number":230,"box":{"x":92,"y":793,"width":239,"height":10}},{"id":"875481fa-366b-49ed-a79a-7367b3fda5d5","block_type":"box","text":"(28) As defined by the Science Based Targets initiative (SBTi). SBTi “is a corporate climate action organization that enables companies and financia","page_number":230,"box":{"x":59,"y":808,"width":826,"height":10}},{"id":"2e155c30-c3f2-42c6-b320-9ec9a25296da","block_type":"box","text":"l institu","page_number":230,"box":{"x":887,"y":808,"width":44,"height":8}},{"id":"d73fa5b7-199d-4ed0-9184-8cb04a5c8cc0","block_type":"box","text":"tions worldwide to play their part in combating the climate crisis. We develop standards, tools and guidance which allow companies to set greenhouse","page_number":230,"box":{"x":91,"y":821,"width":844,"height":10}},{"id":"c26b4dc7-3b39-4c5c-98e5-cfc2a1923190","block_type":"box","text":"gas (GHG) emissions reductions targets in line with what is needed to keep global heating below catastrophic levels and reach net-zero by 2050 at lat","page_number":230,"box":{"x":92,"y":833,"width":841,"height":10}},{"id":"40d992f7-01a7-4f01-b4fa-ca5fc227d41d","block_type":"box","text":"est.” Source: Science Based Targets initiative, “About Us.” Websites accessed in December 2025.","page_number":230,"box":{"x":92,"y":846,"width":536,"height":10}},{"id":"12102fb0-9690-45f8-8b92-7c899f4d38b8","block_type":"box","text":"(29) Greenhouse Gas Protocol, “A Corporate Accounting and Reporting Standard,” Revised Edition.","page_number":230,"box":{"x":59,"y":861,"width":559,"height":10}},{"id":"fab3ff7a-82cc-4625-b2d2-e52e3a104be9","block_type":"box","text":"(30) Greenhouse Gas 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