{"annotation_id":"1d90b579-a5a8-4b9c-a940-206db8776a1c","file_hash":"cc045a376600b4486b8354dc52679c7bec3cfd6152124565b478c7a95365f31a","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"77f98b89-cd96-4821-8a71-f0dacc238ebb","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"d7cad400-4b3d-4029-9127-917770bc2f54","block_type":"box","text":"Supplement dated October 9, 2026","page_number":1,"box":{"x":372,"y":92,"width":260,"height":13}},{"id":"3f85e2c1-6a02-417b-b69e-90dbbb371682","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and","page_number":1,"box":{"x":270,"y":108,"width":463,"height":13}},{"id":"2c036f5a-a065-4f13-881b-376f9af5e7b7","block_type":"box","text":"Statement of Additional Information (the “SAI”)","page_number":1,"box":{"x":327,"y":123,"width":350,"height":13}},{"id":"c268aacd-b2f9-4eb3-aa54-5848749ef172","block_type":"box","text":"for the iShares Strategic Metals ETF (ISTM) (the “Fund”)","page_number":1,"box":{"x":295,"y":139,"width":413,"height":13}},{"id":"9325ffda-fea5-401d-8799-07548d254c79","block_type":"box","text":"Change in the Fund’s “Summary of Principal Risks”","page_number":1,"box":{"x":116,"y":162,"width":390,"height":13}},{"id":"b9161352-de4f-4173-9a2e-66635efc14ca","block_type":"box","text":"The section of the Fund’s Summary Prospectus and Prospectus entitled “Summary of Principal Risks” is","page_number":1,"box":{"x":116,"y":185,"width":755,"height":13}},{"id":"8032efa2-2c93-42ce-967d-d0305067d557","block_type":"box","text":"amended to delete the paragraph entitled “Non-Diversification Risk”.","page_number":1,"box":{"x":116,"y":201,"width":503,"height":13}},{"id":"ddeee06e-1ce3-41f9-a698-638c119d25c9","block_type":"box","text":"Change in the Fund’s “Additional Information About the Funds’ Risks”","page_number":1,"box":{"x":116,"y":224,"width":535,"height":13}},{"id":"bd433253-623b-4620-8372-6a9283e4cb58","block_type":"box","text":"In the table starting on page 2 of the Prospectus, the “Non-Diversification Risk” row is deleted. 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Any additions, modifications, or deletions","page_number":2,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"67b5e4ec-f916-41f7-b1b0-46d12050fad3","block_type":"box","text":"to Intermediaries and other third parties listed above that have occurred since the date of this SAI are not","page_number":2,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"11182d4c-43fc-4241-bf69-d9b2d64842cd","block_type":"box","text":"included in the list.","page_number":2,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"433aacc1-b8ef-4529-b5ab-8d6008dd4d8b","block_type":"box","text":"If you have any questions, please call 1-800-iShares 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the","page_number":3,"box":{"x":304,"y":154,"width":395,"height":13}},{"id":"a82e7f98-ecd4-4837-987b-4f775cdda3d0","block_type":"box","text":"iShares Transition-Enabling Metals ETF (TMET) (the “Fund”)","page_number":3,"box":{"x":271,"y":170,"width":461,"height":13}},{"id":"51768968-5364-4e94-a207-187a04881f08","block_type":"box","text":"This supplement includes and supersedes information contained in the supplement to the Summary","page_number":3,"box":{"x":116,"y":193,"width":732,"height":13}},{"id":"a7a1148a-6c6b-412a-90cd-abb27e9a4c6f","block_type":"box","text":"Prospectus, Prospectus and SAI dated March 27, 2026.","page_number":3,"box":{"x":117,"y":209,"width":402,"height":12}},{"id":"a620ebc7-2189-4c44-9459-4a770f9354e8","block_type":"box","text":"The following changes are effective on May 29, 2026 (the “Effective Date”):","page_number":3,"box":{"x":116,"y":232,"width":552,"height":13}},{"id":"a3de656f-816c-4b16-8f26-62d426edc8e3","block_type":"box","text":"Current 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clean","page_number":3,"box":{"x":262,"y":405,"width":272,"height":13}},{"id":"5fd9d379-2787-43b4-afdc-726c5b58fef0","block_type":"box","text":"energy technologies supporting the","page_number":3,"box":{"x":267,"y":421,"width":262,"height":12}},{"id":"0f39fe94-6220-4b7f-afd3-0d27953d2a26","block_type":"box","text":"transition to a low-carbon economy.","page_number":3,"box":{"x":263,"y":436,"width":270,"height":13}},{"id":"1e525415-0084-4287-94dd-7fdd237db41c","block_type":"box","text":"Seeks to track the investment results of a","page_number":3,"box":{"x":572,"y":359,"width":303,"height":10}},{"id":"6a6adf86-c551-41ec-9a1d-c475e2e8bc77","block_type":"box","text":"commodities futures index that provides","page_number":3,"box":{"x":583,"y":374,"width":298,"height":13}},{"id":"9d527216-c5f0-4111-9089-5bb67349f599","block_type":"box","text":"strategic exposure to metals that 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ETF,”","page_number":3,"box":{"x":116,"y":483,"width":770,"height":12}},{"id":"e0bfc8ea-c81d-410c-8ca0-81f98229ba1c","block_type":"box","text":"“TMET” and “ICE Clean Energy Transition Metals Index” are replaced with the Fund’s new name, new","page_number":3,"box":{"x":117,"y":498,"width":738,"height":13}},{"id":"28f7b7aa-7dd6-4a14-ac8d-3420c37659cf","block_type":"box","text":"ticker, or new Underlying Index, respectively.","page_number":3,"box":{"x":116,"y":514,"width":328,"height":12}},{"id":"94033995-0f16-4944-99c6-3ee7b58e6295","block_type":"box","text":"The Construction and Maintenance of the Underlying Index section is deleted in its entirety and","page_number":3,"box":{"x":116,"y":537,"width":727,"height":12}},{"id":"49132975-7028-4e82-a4ea-53868b54ba6f","block_type":"box","text":"replaced with the following:","page_number":3,"box":{"x":117,"y":552,"width":215,"height":13}},{"id":"d5457f35-cd4b-42c2-95f2-07b02e47b461","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":3,"box":{"x":116,"y":576,"width":462,"height":12}},{"id":"9b2448a4-67f0-409b-84d5-680b441cfee4","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions","page_number":3,"box":{"x":116,"y":599,"width":764,"height":13}},{"id":"33eb122c-b75f-4773-a70a-1068c100ffec","block_type":"box","text":"with the applicable index provider regarding their business interest in licensing an index to track a","page_number":3,"box":{"x":116,"y":614,"width":712,"height":13}},{"id":"d674a911-fe87-46dc-a360-cff302268327","block_type":"box","text":"particular market segment and conveyed investment concepts and strategies that could be considered","page_number":3,"box":{"x":116,"y":630,"width":749,"height":13}},{"id":"a1ea251a-ecb1-435a-b4e4-24ae4cadb665","block_type":"box","text":"for the index. The index provider designed and constituted such indices using concepts conveyed by BFA","page_number":3,"box":{"x":116,"y":645,"width":766,"height":13}},{"id":"86329131-c45a-4bf5-8b00-683146807f57","block_type":"box","text":"or its affiliates. For certain of these indices, the relevant fund may be the first or sole user of the","page_number":3,"box":{"x":116,"y":661,"width":689,"height":13}},{"id":"c5e954e4-5951-4b19-b22a-c940c58cbf2b","block_type":"box","text":"underlying index. In its sole discretion, the index provider determines the composition of the securities","page_number":3,"box":{"x":117,"y":676,"width":740,"height":13}},{"id":"325216f2-9291-49b1-a082-0d704f351dcb","block_type":"box","text":"and other instruments in such underlying index, the rebalance protocols of the underlying index, the","page_number":3,"box":{"x":116,"y":692,"width":726,"height":13}},{"id":"9aec6b81-0000-4508-8958-910c6224a3c5","block_type":"box","text":"weightings of the securities and other instruments in the underlying index, and any updates to the","page_number":3,"box":{"x":116,"y":707,"width":711,"height":13}},{"id":"98052a8d-748c-44c8-8f89-e91a6e27e070","block_type":"box","text":"methodology. From time to time, BFA or its affiliates may also provide input relating to possible","page_number":3,"box":{"x":117,"y":723,"width":690,"height":13}},{"id":"34d1d7e9-f2be-4817-b831-f80fc1646a9d","block_type":"box","text":"methodology changes of such underlying index pursuant to the index provider’s consultation process or","page_number":3,"box":{"x":117,"y":738,"width":755,"height":13}},{"id":"4e149a8c-8ac6-4554-8b24-0163afa67c1c","block_type":"box","text":"pursuant to other communications with the index provider.","page_number":3,"box":{"x":116,"y":754,"width":430,"height":13}},{"id":"c20144c7-b2fc-4229-8224-e96d5f2b1511","block_type":"box","text":"ICE Strategic Re-Industrialization Metals Index","page_number":3,"box":{"x":117,"y":777,"width":353,"height":13}},{"id":"9a3751f9-de1b-46fc-be0f-1e05ed963aef","block_type":"box","text":"Number of Components: approximately 12 (reviewed annually)","page_number":3,"box":{"x":117,"y":800,"width":478,"height":13}},{"id":"5e8da306-d2dc-4dd1-925b-1b000f188b15","block_type":"box","text":"Index Description.","page_number":3,"box":{"x":117,"y":824,"width":138,"height":12}},{"id":"70daba30-a772-41d9-b1e7-562d4ba976fd","block_type":"box","text":"The ICE Strategic Re-Industrialization Metals Index measures the performance of a","page_number":3,"box":{"x":260,"y":824,"width":597,"height":12}},{"id":"a43771b3-c7ed-4644-80bc-6adec1011f83","block_type":"box","text":"long-only basket of exchange-traded commodity metal futures contracts representing underlying metals","page_number":3,"box":{"x":117,"y":839,"width":764,"height":13}},{"id":"5eee5c0d-08f3-4f21-a07b-1915e9981bf5","block_type":"box","text":"that have at least 50% of their end use from re-industrialization related applications, including Artificial","page_number":3,"box":{"x":116,"y":855,"width":750,"height":12}},{"id":"dcc7766a-d8da-497c-b494-091d288b9f4e","block_type":"box","text":"Intelligence (“AI”) infrastructure, manufacturing, energy production and distribution, and national","page_number":3,"box":{"x":117,"y":870,"width":713,"height":13}},{"id":"33972f08-6c34-4102-bb7d-f007b075e517","block_type":"box","text":"security, as determined by the Commodity Index Advisory Committee (“Advisory Committee”)","page_number":3,"box":{"x":116,"y":886,"width":690,"height":12}},{"id":"026b0d60-1b68-4c82-98c8-12ec9c6e5318","block_type":"box","text":"established by ICE Data Indices, LLC (“IDI” or the “Index Provider”). To be eligible for review by the","page_number":3,"box":{"x":116,"y":901,"width":717,"height":13}},{"id":"acf8a1e2-b53a-4169-898a-e151e44c758e","block_type":"box","text":"Advisory Committee, futures contracts must be U.S. dollar denominated; listed on the New York","page_number":3,"box":{"x":116,"y":917,"width":695,"height":12}},{"id":"33b8a538-4f5c-49ae-acf6-11f219f8533c","block_type":"box","text":"Mercantile Exchange, Chicago Mercantile Exchange, London Metal Exchange, or ICE Futures; and have a","page_number":4,"box":{"x":117,"y":69,"width":760,"height":13}},{"id":"6706a702-2bf0-4ea3-a5fe-ef46de5e79b7","block_type":"box","text":"total trading volume of at least 5 million contracts per annual period. When reviewing eligible futures","page_number":4,"box":{"x":116,"y":85,"width":735,"height":12}},{"id":"1a98d071-9f8b-411a-a10f-4b626e0e82a1","block_type":"box","text":"contracts for inclusion in the Underlying Index, the Advisory Committee uses government, agency and","page_number":4,"box":{"x":116,"y":100,"width":746,"height":13}},{"id":"e43f1ebc-0c6e-4306-b4b4-73a4d487fc3b","block_type":"box","text":"private company data and reports relating to the current and expected future usage of metals that derive","page_number":4,"box":{"x":116,"y":116,"width":765,"height":12}},{"id":"e4f321f3-ff01-49d6-81bf-5c3aa6842b4c","block_type":"box","text":"at least 50% of their end use from re-industrialization related applications, and considers eligible","page_number":4,"box":{"x":116,"y":131,"width":703,"height":13}},{"id":"f0271379-e777-4207-a15e-d754d4e6648f","block_type":"box","text":"contracts of metals that exhibit a favorable supply-demand outlook and are not subject to prolonged","page_number":4,"box":{"x":116,"y":147,"width":736,"height":12}},{"id":"1bb9780a-32b8-4d03-b766-86dbcbe668c4","block_type":"box","text":"oversupply dynamics when reviewing eligible futures contracts. The eligible copper, aluminum, silver,","page_number":4,"box":{"x":116,"y":162,"width":739,"height":13}},{"id":"45ea7218-99c9-480e-9627-9239d31f3068","block_type":"box","text":"nickel, zinc, and platinum commodity metals futures are reviewed annually by the Advisory Committee.","page_number":4,"box":{"x":117,"y":178,"width":752,"height":12}},{"id":"4568d721-1496-4955-97c8-5e10c629cdb5","block_type":"box","text":"Index Methodology.","page_number":4,"box":{"x":117,"y":201,"width":156,"height":13}},{"id":"06d8850e-f88b-4515-9b0e-9cbe2aefee97","block_type":"box","text":"The Underlying Index maintains a long position for each commodity futures","page_number":4,"box":{"x":273,"y":201,"width":554,"height":13}},{"id":"46cdb3a2-50a6-4e63-b9c4-1058cc7d9898","block_type":"box","text":"contract, typically targeting futures contracts with 12-month expiration. However, because futures","page_number":4,"box":{"x":116,"y":216,"width":720,"height":13}},{"id":"aa8e643e-fc74-4aae-a1da-a1017c6503c0","block_type":"box","text":"contracts, by their terms, have stated expirations (typically on a monthly basis), an index of futures","page_number":4,"box":{"x":116,"y":232,"width":721,"height":13}},{"id":"daf4e982-512d-4745-8d3f-fe21f0da06bd","block_type":"box","text":"contracts can only be calculated by reference to contracts with specific expirations. Moreover, as the","page_number":4,"box":{"x":116,"y":247,"width":735,"height":13}},{"id":"e872e4a2-4489-4fc7-abd2-1ec16d05e6b8","block_type":"box","text":"contract that is used to calculate the value of the Underlying Index at a particular time approaches","page_number":4,"box":{"x":116,"y":263,"width":716,"height":13}},{"id":"52768980-4dfa-4045-b8e1-66c4836c7d95","block_type":"box","text":"expiration, it is necessary to transfer, or “roll” the exposure from that contract into the next (or another)","page_number":4,"box":{"x":116,"y":278,"width":757,"height":13}},{"id":"a611ef54-c0c2-4b60-a9a7-5ae0045ebb9e","block_type":"box","text":"available contract expiration. Contracts in the Underlying Index are rolled on a monthly basis into the next","page_number":4,"box":{"x":116,"y":294,"width":771,"height":13}},{"id":"33d1fe08-b39a-4a8a-8208-b44118695cf2","block_type":"box","text":"available 12-month expiration (the “Roll-In Contract”), except platinum, copper and silver, which roll four","page_number":4,"box":{"x":116,"y":309,"width":768,"height":13}},{"id":"1b6c6862-87e8-49cd-9469-36fdb795e127","block_type":"box","text":"and five times a year, respectively. The “Roll Period” is the 5th to 9th business day of each designated roll","page_number":4,"box":{"x":116,"y":325,"width":766,"height":13}},{"id":"23d1f160-772d-4a3f-b864-5e43ed52b8e7","block_type":"box","text":"month in which a contract roll takes place. The quarterly rebalancing among the contracts occurs","page_number":4,"box":{"x":117,"y":340,"width":712,"height":13}},{"id":"1c1086c5-d8c9-4039-a9a1-cee9e9fbf6ff","block_type":"box","text":"simultaneously with any rolling of contracts after the close of the 5th to 9th business day in January,","page_number":4,"box":{"x":116,"y":356,"width":730,"height":13}},{"id":"72c44f6b-e347-46f3-9b34-c7e1eb9c07a4","block_type":"box","text":"April, July, and October each year. For each commodity, the prices of eligible contracts are fitted to a","page_number":4,"box":{"x":116,"y":371,"width":730,"height":13}},{"id":"62b2614e-1bb3-4d37-a9c1-2986452f36b8","block_type":"box","text":"linear regression to select the two most backward-dated contracts for generating positive roll yields.","page_number":4,"box":{"x":117,"y":387,"width":730,"height":13}},{"id":"7ab09ca6-cf6f-41d0-b51c-ce77decbecf1","block_type":"box","text":"The rebalancing contract weights are calculated based on two factors: (i) liquidity, which is defined by","page_number":4,"box":{"x":116,"y":410,"width":745,"height":13}},{"id":"fa52f636-4211-41c7-ba22-4ddae6b79cdd","block_type":"box","text":"the Index Provider as the aggregated product of daily settlement prices and volumes (50% weight), and","page_number":4,"box":{"x":116,"y":426,"width":757,"height":12}},{"id":"bbf39cd7-bce7-4dee-9ea5-31bbf7833eeb","block_type":"box","text":"(ii) the average global production quantity of the relevant commodity, calculated by the Index Provider","page_number":4,"box":{"x":117,"y":441,"width":747,"height":13}},{"id":"97d6a1c4-54f3-4f60-9349-63544b1c6b18","block_type":"box","text":"based on the latest year in which all the contract production numbers are available (50% weight).","page_number":4,"box":{"x":117,"y":457,"width":711,"height":12}},{"id":"aab0dd2d-a6ea-4238-bef2-9aa17ba9c8a7","block_type":"box","text":"Contract weights are subject to a maximum weight of the lesser of a) 30% or b) 10 times its liquidity","page_number":4,"box":{"x":116,"y":472,"width":734,"height":13}},{"id":"76d936bd-6625-42cb-b443-156a3d1b8649","block_type":"box","text":"weight. Excess weight from the implementation of these constraints is redistributed among the","page_number":4,"box":{"x":116,"y":488,"width":695,"height":12}},{"id":"a386f0cf-2d74-4002-8db1-ea6c7fc5a2c2","block_type":"box","text":"remaining contracts on a pro-rata basis. If the redistribution of excess weight to cap any commodity at","page_number":4,"box":{"x":117,"y":503,"width":749,"height":13}},{"id":"f81078c3-2ca5-4fe9-a412-88a0a843cce0","block_type":"box","text":"30% results in another commodity exceeding 30%, the capping is re-run on the remaining commodities.","page_number":4,"box":{"x":116,"y":519,"width":764,"height":12}},{"id":"311163d2-2fce-42fc-b2e3-324ba8df4ee2","block_type":"box","text":"The liquidity weight is measured by aggregating the product of the daily settlement prices and volumes","page_number":4,"box":{"x":116,"y":542,"width":754,"height":13}},{"id":"0ff4efe7-82ef-47f7-909a-2a4ea9e68ed8","block_type":"box","text":"for the specific contract held in the Underlying Index or the Roll-In Contract for the 12-month period","page_number":4,"box":{"x":116,"y":557,"width":732,"height":13}},{"id":"ef98e03d-fc40-4c5c-aedb-08bafc028035","block_type":"box","text":"ending two months prior to the Roll Period. This is then divided by the sum of the same calculation for all","page_number":4,"box":{"x":116,"y":573,"width":766,"height":13}},{"id":"aaa9f91c-afc0-467b-b956-565284baf5d0","block_type":"box","text":"contracts held in the Underlying Index. For example, for the July Roll Period, the measurement would take","page_number":4,"box":{"x":116,"y":589,"width":768,"height":12}},{"id":"bcd875d5-32ea-426d-a493-a34221bc4bac","block_type":"box","text":"place from June 1st of the prior year to May 31st of the current year. These values would be multiplied by","page_number":4,"box":{"x":116,"y":604,"width":766,"height":13}},{"id":"94f9e7d8-8dcd-4bbc-88fb-0bb9dade6a8c","block_type":"box","text":"the corresponding contract size.","page_number":4,"box":{"x":116,"y":620,"width":237,"height":12}},{"id":"778efb42-c828-45b6-93ac-ba0a2104f6a0","block_type":"box","text":"The production weight is calculated using the Average Global Production Quantity (AGPQ) from the","page_number":4,"box":{"x":116,"y":643,"width":731,"height":12}},{"id":"90aa72e4-dcce-4999-91f2-5f654d8ef421","block_type":"box","text":"latest year in which all the futures contract production numbers are available. The Global Production","page_number":4,"box":{"x":117,"y":658,"width":732,"height":13}},{"id":"fad3c51b-ba2d-4d50-8230-478b42cef35c","block_type":"box","text":"Value of each contract during each year will be calculated in U.S. Dollars based on the AGPQ of the","page_number":4,"box":{"x":116,"y":674,"width":716,"height":12}},{"id":"daf224d6-cc44-462c-a4a8-66b0e2501cbf","block_type":"box","text":"relevant commodity multiplied by the number of units in which those quantities are quoted times the","page_number":4,"box":{"x":117,"y":689,"width":732,"height":13}},{"id":"d1d32f09-fd86-4089-907f-6390aa8b277c","block_type":"box","text":"Average Reference Price of the applicable contract over the preceding one-year period. The Average","page_number":4,"box":{"x":116,"y":705,"width":726,"height":12}},{"id":"0c7bc3b2-9af7-45b3-be13-ca9a9d7d7cb0","block_type":"box","text":"Reference Price (ARP) is calculated as the average of the official settlement or similar prices posted by the","page_number":4,"box":{"x":117,"y":720,"width":765,"height":13}},{"id":"2c3d8af3-b4dd-4a88-b3de-fee6e5c10ae6","block_type":"box","text":"relevant exchange or its clearing house for a contract on each trading day during the 12-month period. In","page_number":4,"box":{"x":117,"y":736,"width":763,"height":12}},{"id":"f58a5634-cc54-46f4-a436-9969158c2e96","block_type":"box","text":"addition, the ARP would be taken from the same contracts used for the calculation of the liquidity weight.","page_number":4,"box":{"x":116,"y":751,"width":766,"height":13}},{"id":"a7510033-ba68-4aee-9485-d65edae8c7d8","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":4,"box":{"x":117,"y":775,"width":516,"height":12}},{"id":"585f9c09-282b-4237-9de1-4ae9bd53edcb","block_type":"box","text":"iShares","page_number":4,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"575926b6-df67-4383-b3c4-51e22f550000","block_type":"box","text":"®","page_number":4,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"28985797-5243-477a-8b1c-ab619b0a3efe","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":4,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"ab2d6148-08cd-4c92-9a4c-0e48492cae3c","block_type":"box","text":"IS-SUPP-ISTM-0526","page_number":4,"box":{"x":766,"y":887,"width":117,"height":8}},{"id":"7e6e3187-b26d-4713-b459-3a8e73dfb2f3","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":4,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"4deab7f9-e35f-4bb2-afd7-b175016a553e","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":4,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"ee89b776-c02b-47f6-8b36-b111bc6c2577","block_type":"box","text":"iShares","page_number":5,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"c3ef7dc8-290d-4e56-b2e4-2e16ac5cd7c5","block_type":"box","text":"®","page_number":5,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"f07b5b1a-ceb3-4062-9950-5a22698ce5e2","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":5,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"4630c276-a2a9-4914-b192-5c1bfb7df48d","block_type":"box","text":"Supplement dated April 2, 2026","page_number":5,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"fa85f416-da1a-4cbb-b7b0-ff238fb430ab","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":5,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"8547d3f7-cf10-4bec-a08b-d8271dd1b153","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":5,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"da82fa69-1a53-4655-bc6f-26855295bb48","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":5,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"231644e7-0bc8-4507-84a1-80185530cefa","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":5,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"7af32a06-3f5c-47cc-90c5-8a4979520c20","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":5,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"5c5a0813-3894-4217-85fc-7276102b34c3","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":5,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"4cf1ebb2-b3f7-4622-a98f-45c0c2c0a9dc","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":5,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"ab70c1c3-8a6a-40fd-853e-fc77466f1f23","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"f6eb5f10-32fd-4386-aa9c-464b7475a9be","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":5,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"c5684805-c2ab-4988-9dd0-46448678efd0","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":5,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"51790853-71d4-429b-af0c-8dbfa6449151","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":5,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"c7edac6d-d45a-46fe-b14e-5253e35d53ca","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":5,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"3fb9f4da-e906-4fde-97d5-38b983b2b5db","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":5,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"35124fea-c40b-490a-9c25-ae7b6ef08e20","block_type":"box","text":"with respect to the Fund.","page_number":5,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"a44ca040-5508-4d03-bfa4-f7988e30d281","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":5,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"2174ecb5-e5c8-467f-9177-6466f35149d8","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"b42c6690-3970-40d3-af74-e67310ea918b","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":5,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"3223ada4-9c57-4f7b-9a22-668f1a428125","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":5,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"b888b3a3-cb9e-406b-a6e4-3937b20ba0f5","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":5,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"7e0951a3-99b0-4eac-86ff-171b2fd71710","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":5,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"521c66cd-f5db-4471-9d21-5abd66461866","block_type":"box","text":"4. The following is added to the “Investment Advisory, Administrative and Distribution Services”","page_number":5,"box":{"x":150,"y":557,"width":720,"height":12}},{"id":"a61f8f33-0510-45de-97f0-5fe9e252e571","block_type":"box","text":"section of the Fund’s SAI:","page_number":5,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"5a24aac0-9632-4ecf-9224-7e16559e38b6","block_type":"box","text":"Investment Sub-Adviser.","page_number":5,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"061f9420-9c5e-441b-9ded-97cbd771bcf6","block_type":"box","text":"Pursuant to the Investment Advisory Agreement between BFA and","page_number":5,"box":{"x":386,"y":604,"width":494,"height":12}},{"id":"d85701c7-eff1-4f0a-81cd-b8bf7996cedb","block_type":"box","text":"the Trust entered into on behalf of the Fund, BFA may from time to time, in its sole discretion,","page_number":5,"box":{"x":183,"y":619,"width":692,"height":12}},{"id":"94da26ea-6005-493e-abfb-059cb942e2cf","block_type":"box","text":"to the extent permitted by applicable law, appoint one or more sub-advisers, including, without","page_number":5,"box":{"x":183,"y":635,"width":699,"height":12}},{"id":"1e2d3c59-ea3b-465e-9440-5fdc8932f056","block_type":"box","text":"limitation, affiliates of BFA, to perform investment advisory services with respect to the Fund.","page_number":5,"box":{"x":184,"y":650,"width":686,"height":12}},{"id":"e2d2bc05-4cb5-4f34-bfb0-eccb9f8ed02c","block_type":"box","text":"In addition, BFA may delegate certain of its investment advisory functions under the","page_number":5,"box":{"x":185,"y":666,"width":620,"height":12}},{"id":"b20f5951-7350-4506-8929-b6484f3352e7","block_type":"box","text":"Investment Advisory Agreement to one or more of its affiliates to the extent permitted by","page_number":5,"box":{"x":185,"y":681,"width":652,"height":12}},{"id":"46da2425-5d10-40d2-93f9-8e4543075bd1","block_type":"box","text":"applicable law. BFA may terminate any or all sub-advisers or such delegation arrangements","page_number":5,"box":{"x":184,"y":697,"width":681,"height":12}},{"id":"c0759e63-a856-4a44-814d-80c099cd530b","block_type":"box","text":"in its sole discretion at any time to the extent permitted by applicable law.","page_number":5,"box":{"x":184,"y":712,"width":541,"height":12}},{"id":"83df5e56-d075-4ea4-9bc6-2cbda710ad7a","block_type":"box","text":"BFA has entered into an investment sub-advisory agreement (the “Sub-Advisory Agreement”","page_number":5,"box":{"x":184,"y":743,"width":688,"height":12}},{"id":"46b1250f-c9a4-4ce7-bf7d-11fc72e7e247","block_type":"box","text":"and together with the Investment Advisory Agreement, the “Advisory Agreements”) with","page_number":5,"box":{"x":184,"y":759,"width":648,"height":12}},{"id":"c225f1bc-c49b-455e-a897-8fc59f165b96","block_type":"box","text":"BlackRock International Limited (“BIL” or the “Sub-Adviser”) with respect to the Fund. The","page_number":5,"box":{"x":184,"y":774,"width":665,"height":12}},{"id":"f15a79da-5950-43a7-b555-dc70f3adc56f","block_type":"box","text":"Sub-Adviser is an investment adviser located in the U.K. The Sub-Adviser is an affiliate of","page_number":5,"box":{"x":184,"y":790,"width":666,"height":9}},{"id":"b7df03f0-e1e8-47d8-9b6d-3bfcb90cb0b5","block_type":"box","text":"BFA, an SEC-registered investment adviser, and a commodity trading advisor.","page_number":5,"box":{"x":184,"y":805,"width":580,"height":12}},{"id":"4fd7ea62-8f8f-4c2e-9a63-88ad77a2111d","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and","page_number":5,"box":{"x":184,"y":836,"width":698,"height":12}},{"id":"1d542ffd-2e0d-40f4-87c2-b964be3624df","block_type":"box","text":"BFA, the Sub-Adviser is responsible for day-to-day management of specified assets in the","page_number":5,"box":{"x":184,"y":852,"width":668,"height":12}},{"id":"1d7fab99-e360-426b-90cc-b1b553240072","block_type":"box","text":"Fund’s portfolio. Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for","page_number":6,"box":{"x":184,"y":87,"width":661,"height":12}},{"id":"46c735fb-8287-48f9-84aa-2e0496f35a2c","block_type":"box","text":"services it provides a fee equal to 60% of the management fee paid to BFA under the","page_number":6,"box":{"x":184,"y":102,"width":633,"height":13}},{"id":"5fa6b333-7253-4f05-9627-f79e67e90fdd","block_type":"box","text":"Investment Advisory Agreement.","page_number":6,"box":{"x":185,"y":118,"width":240,"height":12}},{"id":"ba97fdb8-3bf1-4a0a-808c-f590230eb04c","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect","page_number":6,"box":{"x":184,"y":149,"width":684,"height":12}},{"id":"77c7169e-f6a5-4f20-a122-ae166c418c5e","block_type":"box","text":"for an initial two-year period and from year to year if approved annually (i) by the Board or by","page_number":6,"box":{"x":183,"y":165,"width":689,"height":12}},{"id":"0ddfa254-3797-4be0-9ecd-06726b555163","block_type":"box","text":"a vote of a majority of the applicable Fund’s outstanding voting securities and (ii) by a majority","page_number":6,"box":{"x":184,"y":180,"width":697,"height":12}},{"id":"b74e1f97-8a97-4e07-8985-14b07a484a69","block_type":"box","text":"of the Trustees who are not parties to such agreement or interested persons (as defined in","page_number":6,"box":{"x":184,"y":196,"width":671,"height":12}},{"id":"e1e7f08b-d650-45c8-8c48-1fadc2169afa","block_type":"box","text":"the 1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of","page_number":6,"box":{"x":183,"y":211,"width":699,"height":12}},{"id":"92e119e8-b105-4eeb-b8c5-a6c635131ea7","block_type":"box","text":"voting on such approval.","page_number":6,"box":{"x":183,"y":227,"width":181,"height":12}},{"id":"253169e0-574d-4a0f-aa1a-4f4cc0f65544","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’","page_number":6,"box":{"x":184,"y":258,"width":689,"height":12}},{"id":"c67d1b4b-0a26-424e-bd1c-73ef9570c473","block_type":"box","text":"notice, by the Board or by a vote of the holders of a majority of the Fund’s outstanding voting","page_number":6,"box":{"x":184,"y":273,"width":687,"height":12}},{"id":"3d4ebee3-68c8-4670-b6ba-fd3a151b7a6e","block_type":"box","text":"securities (as defined in the 1940 Act). The Sub-Advisory Agreement is also terminable on 60","page_number":6,"box":{"x":184,"y":289,"width":692,"height":12}},{"id":"cbf8968d-8e9f-4aa3-acde-0a8ede204cef","block_type":"box","text":"days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory Agreement","page_number":6,"box":{"x":184,"y":304,"width":690,"height":12}},{"id":"8c779b6a-abd1-46ab-a851-97c63ce59280","block_type":"box","text":"will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":6,"box":{"x":183,"y":320,"width":638,"height":12}},{"id":"28cb573a-81ef-42cb-bd60-49a62929ae85","block_type":"box","text":"*******","page_number":6,"box":{"x":463,"y":351,"width":73,"height":3}},{"id":"0698e0ab-2584-4366-8a82-8c5de5befd87","block_type":"box","text":"Effective immediately, Franzel Medina is added as a portfolio manager for each Fund listed in","page_number":6,"box":{"x":117,"y":382,"width":693,"height":12}},{"id":"37af3c6b-4314-4390-b723-452098c1b2e9","block_type":"box","text":"Appendix A, and the following changes are made:","page_number":6,"box":{"x":116,"y":397,"width":369,"height":12}},{"id":"827b5d55-7e8c-43af-b0c5-6d134a7644c3","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":6,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"e977c73a-ef21-4b79-817a-169756070a30","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":6,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"47516b7c-deba-492d-8856-ca4235323688","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":6,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"319447c8-5cc6-4af6-9317-002fde6ef7b2","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"cf58c5af-80a3-4e0f-8ffb-73cc63f5cadf","block_type":"box","text":"Portfolio Managers.","page_number":6,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"4a224f0c-8f33-4c7e-8a2b-d52a122b36f6","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":6,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"aa5d4d34-7af0-4b41-94ad-f5a0c6ef7b0d","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":6,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"974cf602-3b39-4211-8d17-df99680816fb","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":6,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"76926de1-a7de-466c-8aaf-c09a899ebd40","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":6,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"51f89b94-effa-4ecd-b280-3c2b24466bc7","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":6,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"ba162846-23e5-4fcd-bc11-3736cd390867","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":6,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"eb5de6b6-ea05-4ecc-843e-30547efe9438","block_type":"box","text":"following:","page_number":6,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"364171cf-9e4b-4496-8288-68a9a80dec9d","block_type":"box","text":"Portfolio Managers.","page_number":6,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"2393379c-824a-4ab4-b663-2d34934a5c87","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":6,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"6b84188b-adb7-4a6d-8fe4-169fe6946316","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. 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In the SAI for each Fund listed in Appendix A, the following is added to the “Investment","page_number":6,"box":{"x":150,"y":831,"width":678,"height":12}},{"id":"1418c125-bd8f-4972-ac75-3eeb92e105a8","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":6,"box":{"x":183,"y":847,"width":597,"height":12}},{"id":"1aaa4d88-6b45-4732-80a5-41e4c688e5a0","block_type":"box","text":"Franzel Medina","page_number":7,"box":{"x":184,"y":87,"width":120,"height":10}},{"id":"164afecc-82c0-41f9-a3a8-f19c7d74df28","block_type":"box","text":"(as of March 27, 2026)","page_number":7,"box":{"x":310,"y":87,"width":168,"height":12}},{"id":"5edb231b-c403-4526-9abd-d57afd3a9e4d","block_type":"box","text":"Number of","page_number":7,"box":{"x":397,"y":117,"width":84,"height":9}},{"id":"50faafe6-060a-4c29-a045-e1c56d9ebb50","block_type":"box","text":"Other","page_number":7,"box":{"x":397,"y":132,"width":44,"height":10}},{"id":"03d9911f-9ccd-4183-957b-eca557ec9ccc","block_type":"box","text":"Accounts","page_number":7,"box":{"x":396,"y":148,"width":76,"height":9}},{"id":"58d0b4ae-1109-4805-bba7-c5b41844f60b","block_type":"box","text":"Total Assets Number of Other","page_number":7,"box":{"x":498,"y":117,"width":293,"height":9}},{"id":"dfe8ebce-7330-41d1-9933-01275c05cd0e","block_type":"box","text":"Accounts with","page_number":7,"box":{"x":657,"y":132,"width":114,"height":10}},{"id":"1105d682-2341-4840-9674-191c005e9b81","block_type":"box","text":"Performance Fees","page_number":7,"box":{"x":658,"y":148,"width":144,"height":9}},{"id":"23e20073-b5f3-48e2-bd58-253d4607a398","block_type":"box","text":"Total","page_number":7,"box":{"x":820,"y":117,"width":39,"height":9}},{"id":"1b05aaa3-7306-48a8-a31a-467ef5c86edd","block_type":"box","text":"Assets","page_number":7,"box":{"x":820,"y":132,"width":54,"height":10}},{"id":"df5f311a-a96e-4983-b28c-590478cd30ee","block_type":"box","text":"Registered Investment","page_number":7,"box":{"x":193,"y":179,"width":167,"height":12}},{"id":"09f83d7c-03ee-4ae9-9c81-fa33c9add60f","block_type":"box","text":"Companies","page_number":7,"box":{"x":192,"y":194,"width":84,"height":12}},{"id":"b2ac8b13-869b-449d-9615-2ca795a46a71","block_type":"box","text":"0 N/A 0 N/A","page_number":7,"box":{"x":397,"y":179,"width":451,"height":9}},{"id":"4c91376f-5f72-4b57-ab97-072121b6d21c","block_type":"box","text":"Other Pooled Investment","page_number":7,"box":{"x":192,"y":225,"width":185,"height":10}},{"id":"48a81e31-1a6f-474b-aba1-261082b32e7d","block_type":"box","text":"Vehicles","page_number":7,"box":{"x":192,"y":241,"width":62,"height":9}},{"id":"36222de2-c439-49e1-844b-b7f7cd1cf929","block_type":"box","text":"55 $125,128,900,000 0 N/A","page_number":7,"box":{"x":397,"y":224,"width":451,"height":12}},{"id":"aae05f67-117e-43b7-afae-42dbff4514e7","block_type":"box","text":"Other Accounts 18 $5,264,200,000 0 N/A","page_number":7,"box":{"x":192,"y":271,"width":656,"height":12}},{"id":"9b2b8187-678c-4107-b8ba-2adce580e4f8","block_type":"box","text":"As of March 31, 2026, Franzel Medina did not beneficially own shares of the Funds.","page_number":7,"box":{"x":183,"y":301,"width":621,"height":12}},{"id":"85cb8792-efde-4fa0-9f9d-402fafba10ee","block_type":"box","text":"*******","page_number":7,"box":{"x":463,"y":331,"width":73,"height":4}},{"id":"189cdc62-5389-4e7e-b64f-1af80aee6efa","block_type":"box","text":"Effective immediately, Kyle Peppo is added as a portfolio manager for each Fund listed in Appendix B,","page_number":7,"box":{"x":117,"y":361,"width":758,"height":12}},{"id":"5978aec1-f8f9-4035-b77a-bb877766d216","block_type":"box","text":"and the following changes are made:","page_number":7,"box":{"x":116,"y":376,"width":273,"height":12}},{"id":"dac471a5-71f2-4746-ba21-cac436368a9e","block_type":"box","text":"1. 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In the Summary Prospectus and Prospectus (Fund Summary) for the iShares GSCI","page_number":7,"box":{"x":150,"y":543,"width":652,"height":12}},{"id":"81faa93f-8e54-4f60-9743-a55f41a2434f","block_type":"box","text":"Commodity Dynamic Roll Strategy ETF, the “Portfolio Managers” section is deleted in its","page_number":7,"box":{"x":184,"y":558,"width":655,"height":12}},{"id":"7fa2388d-b50b-4893-869f-c063157baf4c","block_type":"box","text":"entirety and replaced with the following:","page_number":7,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"43582add-44e5-4839-93f2-8395b79a291e","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"91253665-1822-415d-a86d-3b2e58afbf04","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":7,"box":{"x":346,"y":603,"width":535,"height":12}},{"id":"9a59ef1b-2073-4f1e-94be-9af5394433de","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":7,"box":{"x":184,"y":619,"width":678,"height":12}},{"id":"31c7257d-6324-4ef1-9bd3-023d3c799edc","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":7,"box":{"x":184,"y":634,"width":698,"height":12}},{"id":"eab4542e-f2f6-42b9-905d-b24916cd82b1","block_type":"box","text":"Fund since 2023, 2016, 2025 and 2026, respectively.","page_number":7,"box":{"x":184,"y":650,"width":393,"height":12}},{"id":"ca6763d6-f039-4495-a14d-cc2bf29b28e5","block_type":"box","text":"3. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Transition","page_number":7,"box":{"x":150,"y":679,"width":691,"height":13}},{"id":"38fc8237-c741-4f82-83b1-a5a4fb90b13a","block_type":"box","text":"Enabling Metals ETF, the “Portfolio Managers” section is deleted in its entirety and replaced","page_number":7,"box":{"x":184,"y":695,"width":680,"height":12}},{"id":"fcd3e6c4-741c-4a75-9edc-c908832af1d3","block_type":"box","text":"with the following:","page_number":7,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"0e417687-6fe5-443e-8d0b-3496ea681372","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"a6f075dc-8f8a-464c-9781-4d56e16b0691","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":7,"box":{"x":346,"y":740,"width":535,"height":12}},{"id":"f0f36374-ea73-46fb-b32b-a65c982882f3","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":7,"box":{"x":184,"y":756,"width":678,"height":12}},{"id":"4ce145e5-2a0d-4b73-ae10-72476ea44bfe","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":7,"box":{"x":184,"y":771,"width":698,"height":12}},{"id":"899f0df6-b7e9-4c5b-a8b8-65430067de58","block_type":"box","text":"Fund since 2025, 2023, 2025 and 2026, respectively.","page_number":7,"box":{"x":184,"y":787,"width":393,"height":12}},{"id":"4ed8456a-b005-4f6f-8fcf-1eb2979bf999","block_type":"box","text":"4. In the Prospectus for each Fund listed in Appendix B, the “Management of the Funds –","page_number":7,"box":{"x":150,"y":816,"width":679,"height":12}},{"id":"db7422d1-0953-4016-b0b0-1419eac931ac","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo, Richard Mejzak, Erin","page_number":7,"box":{"x":184,"y":832,"width":680,"height":12}},{"id":"3c5a871b-9149-49b2-9305-380e2b39dd4b","block_type":"box","text":"Armstrong and Kyle Peppo are primarily responsible for the day-to-day management of the","page_number":7,"box":{"x":183,"y":847,"width":675,"height":12}},{"id":"73ca58eb-211b-4b95-a29e-cf559c7cb0b2","block_type":"box","text":"Fund. In addition, the following is added to that section:","page_number":7,"box":{"x":184,"y":863,"width":408,"height":12}},{"id":"881d0d53-f7c2-4ffc-bcb6-d699791425e3","block_type":"box","text":"Kyle Peppo has been employed by BFA or its affiliates as a portfolio manager since 2017. He","page_number":7,"box":{"x":184,"y":892,"width":693,"height":13}},{"id":"ad9df952-6e5b-4dd6-8b98-62fedd40a4d2","block_type":"box","text":"is a Director of BlackRock, Inc.","page_number":7,"box":{"x":184,"y":908,"width":227,"height":11}},{"id":"7cf7def0-d575-4cf2-a4b5-b6dcc0badaa3","block_type":"box","text":"5. In the SAI for each Fund listed in Appendix B, the following is added to the “Investment","page_number":8,"box":{"x":150,"y":87,"width":678,"height":12}},{"id":"0823ac6f-963b-47f5-9948-8b38bad6cdf0","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":8,"box":{"x":183,"y":102,"width":597,"height":13}},{"id":"7e88d3d8-a782-4b46-a2e5-f690fbcf1b50","block_type":"box","text":"Kyle Peppo","page_number":8,"box":{"x":184,"y":134,"width":90,"height":12}},{"id":"6deedc96-d6ce-4df9-80db-a240a483e9b4","block_type":"box","text":"(as of March 27, 2026)","page_number":8,"box":{"x":280,"y":134,"width":168,"height":12}},{"id":"7a0eece9-47e6-44ed-a0c3-6c136c9dc9a5","block_type":"box","text":"Number","page_number":8,"box":{"x":405,"y":165,"width":63,"height":9}},{"id":"c5bbeaa5-1eb9-4f3e-af61-e47e11f8b032","block_type":"box","text":"of 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A","page_number":8,"box":{"x":453,"y":393,"width":93,"height":12}},{"id":"5d183e5c-935a-43d4-9dd8-a3bf97a4a94e","block_type":"box","text":"Fund Name Market Ticker","page_number":8,"box":{"x":298,"y":419,"width":493,"height":10}},{"id":"2d6afbdf-5fe3-446d-9bbe-cfd797412709","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF HAWX","page_number":8,"box":{"x":125,"y":440,"width":637,"height":12}},{"id":"1087f911-85e8-413b-93a2-6d5c109c1ece","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF HEFA","page_number":8,"box":{"x":125,"y":459,"width":634,"height":12}},{"id":"3162c6eb-7eb0-43fe-a6a9-01497b330f94","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF HSCZ","page_number":8,"box":{"x":125,"y":478,"width":634,"height":13}},{"id":"94e882cf-7416-4bd7-adc9-085c2a858f58","block_type":"box","text":"iShares Currency Hedged MSCI Emerging Markets ETF HEEM","page_number":8,"box":{"x":125,"y":498,"width":635,"height":12}},{"id":"c5254438-9baa-4773-885b-2c438cb4d724","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF HEZU","page_number":8,"box":{"x":125,"y":517,"width":633,"height":12}},{"id":"4cf7565d-de9f-4b5d-b4a3-ab12ba220a1e","block_type":"box","text":"iShares Currency Hedged MSCI Japan ETF HEWJ","page_number":8,"box":{"x":125,"y":537,"width":634,"height":12}},{"id":"b5978525-06c1-410e-b2bd-8ab2aa5d2719","block_type":"box","text":"Appendix B","page_number":8,"box":{"x":453,"y":583,"width":92,"height":12}},{"id":"b9118c38-04f6-4302-ba5d-c37d31b927a9","block_type":"box","text":"Fund Name Market Ticker","page_number":8,"box":{"x":298,"y":609,"width":493,"height":10}},{"id":"c597ecdd-0c3f-45aa-8871-55036a40da26","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF 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The Trust was organized as a Delaware statutory trust on","page_number":14,"box":{"x":59,"y":108,"width":858,"height":13}},{"id":"1d0b0d17-624a-4e7e-964c-35394cfdde39","block_type":"box","text":"June 21, 2011 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment","page_number":14,"box":{"x":58,"y":123,"width":834,"height":13}},{"id":"1957bc4f-ad9d-4de1-a449-db0942b3d35e","block_type":"box","text":"company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is registered under the Securities Act","page_number":14,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"029904a6-8ceb-4eda-b974-53f78cec65c0","block_type":"box","text":"of 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.","page_number":14,"box":{"x":59,"y":154,"width":514,"height":12}},{"id":"46f67150-eeec-4980-b597-64aab4218aa9","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock International Limited (“BIL”), each","page_number":14,"box":{"x":59,"y":180,"width":866,"height":12}},{"id":"a564c4cb-7e61-4f61-b91b-3dca534f2715","block_type":"box","text":"of which is a consolidated subsidiary of BlackRock, Inc, and generally seeks to track the investment results of the specific","page_number":14,"box":{"x":59,"y":195,"width":845,"height":12}},{"id":"ef197b05-c60c-4692-b4fa-1f6b353c24a2","block_type":"box","text":"benchmark index identified in the Fund’s Prospectus (the “Underlying Index”).","page_number":14,"box":{"x":60,"y":210,"width":547,"height":13}},{"id":"726c7cbe-b59d-43c9-8743-716021be85aa","block_type":"box","text":"The Fund offers and issues shares at their net asset value per share (“NAV”) only in aggregations of a specified number of","page_number":14,"box":{"x":59,"y":237,"width":853,"height":12}},{"id":"21e7fb6b-178d-4b01-92f6-63fec6d482eb","block_type":"box","text":"shares (each, a “Creation Unit”), generally in exchange for a specified amount of cash. Shares of the Fund are listed for","page_number":14,"box":{"x":59,"y":252,"width":830,"height":12}},{"id":"b66aabba-78a9-460e-9fb8-a117cb063cab","block_type":"box","text":"trading on The Nasdaq Stock Market LLC (“Nasdaq” or the “Listing Exchange”), a national securities exchange. Shares of the","page_number":14,"box":{"x":59,"y":267,"width":873,"height":12}},{"id":"4d169ae0-51a0-40eb-9eb2-ed16d25932f0","block_type":"box","text":"Fund are traded in the secondary market and elsewhere at market prices that may be at, above or below the Fund’s NAV.","page_number":14,"box":{"x":60,"y":282,"width":842,"height":12}},{"id":"ca78d730-8487-410e-9202-dce8b3fad1a3","block_type":"box","text":"Shares are redeemable only in Creation Units, and, generally, in exchange for a specified amount of cash. 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Transaction fees and other costs associated with","page_number":14,"box":{"x":420,"y":369,"width":475,"height":10}},{"id":"b2eec0ea-b3fb-49b0-b0d5-0e6c798421ec","block_type":"box","text":"creations or redemptions that include a cash portion may be higher than the transaction fees and other costs associated with","page_number":14,"box":{"x":59,"y":384,"width":878,"height":12}},{"id":"6be79e7c-3692-400d-a207-d3b173fdb3e9","block_type":"box","text":"in-kind creations or redemptions. In all cases, conditions with respect to creations and redemptions of shares and fees will be","page_number":14,"box":{"x":60,"y":399,"width":876,"height":13}},{"id":"c7a1fe6f-293f-4dcb-8463-acdf20f525df","block_type":"box","text":"limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies","page_number":14,"box":{"x":60,"y":414,"width":864,"height":13}},{"id":"e43415bb-46c9-4bc9-b511-d0d596427c11","block_type":"box","text":"offering redeemable securities.","page_number":14,"box":{"x":59,"y":429,"width":214,"height":13}},{"id":"d95f199f-35f4-4f41-85f6-e8c644d534b5","block_type":"box","text":"Exchange Listing and Trading","page_number":14,"box":{"x":62,"y":460,"width":491,"height":30}},{"id":"2468e55e-f32e-4aa0-95b6-e5f7574e6f25","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in the Fund is contained in the","page_number":14,"box":{"x":59,"y":501,"width":802,"height":13}},{"id":"2c030f78-0a47-4b96-b837-5e5081cc6335","block_type":"box","text":"Shareholder Information","page_number":14,"box":{"x":58,"y":516,"width":171,"height":12}},{"id":"b5031d96-43a5-409d-8cc7-a73bd3e94cad","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":14,"box":{"x":234,"y":516,"width":641,"height":13}},{"id":"2262baa7-7840-4c50-848c-d0e9d7312cca","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":14,"box":{"x":59,"y":531,"width":340,"height":13}},{"id":"7a25fd07-4737-42ea-b4e9-13f1c5bba32a","block_type":"box","text":"Shares of the Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":14,"box":{"x":59,"y":558,"width":833,"height":12}},{"id":"6447e183-bf43-4404-abec-0a71e4888263","block_type":"box","text":"markets. Shares of the Fund may also be listed on certain non-U.S. exchanges. There can be no assurance that the","page_number":14,"box":{"x":60,"y":573,"width":799,"height":12}},{"id":"8a17cc9d-4b46-4e02-960b-ee5a615ad545","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The","page_number":14,"box":{"x":60,"y":588,"width":845,"height":13}},{"id":"ebe1ed31-05c3-4a24-a426-e6bad85a120c","block_type":"box","text":"Listing Exchange may, but is not required to, remove the shares of the Fund from listing if, among other things: (i) following","page_number":14,"box":{"x":60,"y":603,"width":862,"height":13}},{"id":"f42535e9-b1cf-4900-9b6e-52d6d848bc61","block_type":"box","text":"the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record","page_number":14,"box":{"x":59,"y":618,"width":851,"height":13}},{"id":"2cd4a3b1-c783-4411-bb3e-410a7ad5fd9f","block_type":"box","text":"and/or beneficial owners of shares of the Fund; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under","page_number":14,"box":{"x":59,"y":634,"width":860,"height":12}},{"id":"69538adf-c8f4-40f1-b26d-a0a047fc10f9","block_type":"box","text":"the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event","page_number":14,"box":{"x":59,"y":649,"width":849,"height":12}},{"id":"212d21a0-d56e-4a6c-a9e0-87f3d19c833f","block_type":"box","text":"shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing","page_number":14,"box":{"x":59,"y":664,"width":811,"height":12}},{"id":"208d1813-f3d3-4bb8-a445-7f7cf6a20aa6","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of the Fund from listing and trading upon termination of","page_number":14,"box":{"x":60,"y":679,"width":874,"height":12}},{"id":"fceba4d7-0895-4e04-a839-fc61428ee07b","block_type":"box","text":"the Fund.","page_number":14,"box":{"x":59,"y":694,"width":65,"height":10}},{"id":"288070b8-f1e8-4393-8905-c78f7ff06126","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":14,"box":{"x":59,"y":720,"width":852,"height":13}},{"id":"85a22e45-e72d-4452-96ed-e346cd708f7d","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":14,"box":{"x":60,"y":736,"width":524,"height":12}},{"id":"4df1c86e-af12-43a8-9799-74fe1df72ccb","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":14,"box":{"x":59,"y":762,"width":823,"height":12}},{"id":"0561c653-e192-4d2f-8125-f675c41427b3","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":14,"box":{"x":60,"y":777,"width":859,"height":13}},{"id":"3541b925-a53d-43b0-aa85-bf260e333e37","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":14,"box":{"x":59,"y":792,"width":477,"height":13}},{"id":"9454ad1f-a7c2-4c4a-8f77-829b9df105b3","block_type":"box","text":"1","page_number":14,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"9286f211-5f72-400e-829d-5ba875f89fed","block_type":"box","text":"Investment Strategies and Risks","page_number":15,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"36f3041d-f35e-4113-adce-f3a552b2001c","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index, which measures the performance of a basket of","page_number":15,"box":{"x":59,"y":108,"width":839,"height":13}},{"id":"26bda942-c248-44b8-bc45-060986277686","block_type":"box","text":"exchange-traded metals futures contracts such as copper, aluminum, silver, nickel, zinc, platinum, and cobalt. The Fund","page_number":15,"box":{"x":59,"y":123,"width":837,"height":13}},{"id":"067d0e20-7aaf-48a6-bdc1-c8ec3adf50ec","block_type":"box","text":"operates as an index fund and is not actively managed. Adverse performance of an instrument in the Fund’s portfolio will","page_number":15,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"2d783fd4-cfeb-43d5-bf1a-3bc946d80481","block_type":"box","text":"ordinarily not result in the elimination of the instrument from the Fund’s portfolio.","page_number":15,"box":{"x":59,"y":154,"width":573,"height":12}},{"id":"c4bb632a-0736-4c52-9991-b296f08b7730","block_type":"box","text":"In seeking to achieve its investment objective, the Fund through its Subsidiary (as defined below) will invest in financial","page_number":15,"box":{"x":60,"y":180,"width":831,"height":12}},{"id":"2bcf3fe1-7e9e-47e2-89dd-7c3f34c40422","block_type":"box","text":"instruments that provide the same or similar exposure to commodities, and not in the physical commodities themselves. For","page_number":15,"box":{"x":60,"y":195,"width":870,"height":12}},{"id":"9e3526d9-5488-48db-9a4d-5a136d62b8b6","block_type":"box","text":"example, the Fund may invest in “similar” metals futures contracts to those in the Underlying Index where exposure to the","page_number":15,"box":{"x":59,"y":210,"width":856,"height":13}},{"id":"02fb5faf-c7f1-48ad-98d2-55acc24f3971","block_type":"box","text":"same underlying metal is available on a similar contract trading on a different exchange. To obtain its exposure to the","page_number":15,"box":{"x":59,"y":225,"width":820,"height":13}},{"id":"3cf8e886-c404-41b0-b65e-0227f3a294bd","block_type":"box","text":"commodities markets the Fund may invest in a combination of exchange-traded commodity futures contracts and","page_number":15,"box":{"x":59,"y":240,"width":802,"height":13}},{"id":"5d223bf4-e64c-4a05-b71c-02764ab8b98e","block_type":"box","text":"exchange-traded options on commodity-related futures contracts (together, “Commodity Linked Investments”). INVESTING","page_number":15,"box":{"x":59,"y":256,"width":868,"height":12}},{"id":"2bcbcc80-2e01-4f91-85b4-0d1de559d860","block_type":"box","text":"IN DERIVATIVE CONTRACTS MAY HAVE A LEVERAGING EFFECT ON THE FUND BECAUSE OF THE LEVERAGE INHERENT IN","page_number":15,"box":{"x":60,"y":271,"width":855,"height":9}},{"id":"0d5b96e9-f4a0-4de9-9e80-1c0f54045e18","block_type":"box","text":"THE USE OF DERIVATIVES.","page_number":15,"box":{"x":59,"y":286,"width":185,"height":10}},{"id":"5873c101-3695-42ac-86f8-4430da45c2dc","block_type":"box","text":"The Fund also seeks to generate interest income and capital appreciation on the cash balances arising from its investment in","page_number":15,"box":{"x":59,"y":312,"width":872,"height":13}},{"id":"97446870-ee1f-4cfb-96c3-ba300ca271ca","block_type":"box","text":"Commodity-Linked Investments through a cash management strategy consisting primarily of investments in cash and cash","page_number":15,"box":{"x":59,"y":327,"width":865,"height":13}},{"id":"b126fd51-88d4-4050-8492-40ce74399cdf","block_type":"box","text":"equivalents, short-term, investment-grade fixed-income securities that include U.S. government and agency securities,","page_number":15,"box":{"x":59,"y":343,"width":831,"height":12}},{"id":"5eeb79c2-6082-4c6d-bdf5-49d5989f8945","block_type":"box","text":"treasury inflation-protected securities, sovereign debt obligations of non-U.S. countries, repurchase agreements and money","page_number":15,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"d7bd2443-851e-43e2-abc5-5759686e4382","block_type":"box","text":"market instruments (collectively, “Fixed-Income Investments”). The Fund uses Fixed-Income Investments as investments and","page_number":15,"box":{"x":60,"y":373,"width":877,"height":12}},{"id":"348894f2-8f1f-4848-8f55-9c8c3d33de4e","block_type":"box","text":"to provide liquidity, serve as margin or collateralize the Subsidiary’s Commodity-Linked Investments exposure on a day-to","page_number":15,"box":{"x":59,"y":388,"width":855,"height":12}},{"id":"27e3ce2a-9463-4e72-a97d-f2fccd15c97b","block_type":"box","text":"day basis.","page_number":15,"box":{"x":59,"y":403,"width":67,"height":12}},{"id":"d0e36220-ebdd-46dc-9ac0-fd3640a5f8e3","block_type":"box","text":"The Fund’s selected investments, consisting of securities and/or other instruments, are expected to have, in the aggregate,","page_number":15,"box":{"x":59,"y":429,"width":861,"height":13}},{"id":"5f00ca4f-5a0e-476b-8cd4-fa2fb1df59b0","block_type":"box","text":"investment characteristics (based on market capitalization value and industry weightings), fundamental characteristics (such","page_number":15,"box":{"x":60,"y":445,"width":875,"height":12}},{"id":"1299f17f-e05c-4696-93a0-e520a03f3f65","block_type":"box","text":"as return variability, yield, credit rating, maturity and duration) and liquidity measures similar to those of the Fund’s","page_number":15,"box":{"x":59,"y":460,"width":805,"height":12}},{"id":"101fef60-21af-439b-b689-914a686cbeb1","block_type":"box","text":"Underlying Index.","page_number":15,"box":{"x":60,"y":475,"width":121,"height":12}},{"id":"7ec63650-abdd-455a-a83f-f950be01f01c","block_type":"box","text":"The Fund will invest at least 80% of its assets, plus the amounts of any borrowings for investment purposes, in the same or","page_number":15,"box":{"x":59,"y":501,"width":862,"height":13}},{"id":"80f7d949-7241-4dfa-9c80-7b85f7d92dc4","block_type":"box","text":"similar metals futures contracts as the Underlying Index. Cash and cash equivalent investments associated with a futures","page_number":15,"box":{"x":59,"y":516,"width":847,"height":13}},{"id":"bde0fedd-9f90-4037-a03a-6547d752f61f","block_type":"box","text":"contract will be treated as part of that position for purposes of calculating the percentage of investments not included in the","page_number":15,"box":{"x":59,"y":531,"width":870,"height":13}},{"id":"f92b8c95-055d-4065-a313-92598daf180a","block_type":"box","text":"same or similar metals futures contracts as the Underlying Index.","page_number":15,"box":{"x":59,"y":547,"width":455,"height":12}},{"id":"55c62039-cd79-4681-a7c7-74281d7ef194","block_type":"box","text":"The Fund will seek to gain exposure to Commodity-Linked Investments by investing in a wholly-owned subsidiary organized","page_number":15,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"9228e291-946c-4371-8aa9-cd6bb45ab8b1","block_type":"box","text":"in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and has the same investment objective as the","page_number":15,"box":{"x":60,"y":588,"width":842,"height":13}},{"id":"286403c7-ac2f-4951-90b1-52351d132f50","block_type":"box","text":"Fund. The Subsidiary will invest solely in Commodity-Linked Investments and cash.","page_number":15,"box":{"x":60,"y":603,"width":580,"height":13}},{"id":"8a83a095-3b4c-4ea4-b8be-44e080d926d9","block_type":"box","text":"In compliance with Sub-Chapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the","page_number":15,"box":{"x":60,"y":630,"width":849,"height":12}},{"id":"3316216f-d786-48e2-b860-933f10f3fccb","block_type":"box","text":"Fund may invest up to 25% of its total assets in the Subsidiary. The Fund’s Commodity-Linked Investments in the Subsidiary","page_number":15,"box":{"x":60,"y":645,"width":869,"height":12}},{"id":"2227a769-ed79-4c8d-9189-5bb279dd97ff","block_type":"box","text":"are intended to provide the Fund with exposure to commodity markets within the limits of current U.S. federal income tax","page_number":15,"box":{"x":59,"y":660,"width":853,"height":12}},{"id":"e6c1ae2e-f3b3-4fef-a6c0-d4a95d085576","block_type":"box","text":"laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly","page_number":15,"box":{"x":60,"y":675,"width":870,"height":12}},{"id":"4eaf04d8-d74b-4daf-926f-7a20ef101b84","block_type":"box","text":"in Commodity-Linked Investments.","page_number":15,"box":{"x":60,"y":690,"width":244,"height":13}},{"id":"4fe32973-aecf-4401-8bf8-ea50d87da041","block_type":"box","text":"The remainder of the Fund’s assets will be invested directly by the Fund, primarily in Fixed-Income Investments.","page_number":15,"box":{"x":59,"y":717,"width":781,"height":12}},{"id":"17996d22-3e89-4a98-b172-eb471413f963","block_type":"box","text":"The Fund or the Subsidiary may from time to time invest in other exchange-traded funds (“ETFs”), exchange-traded notes,","page_number":15,"box":{"x":59,"y":743,"width":859,"height":12}},{"id":"034fa070-818b-4ff0-b946-c28259f43574","block_type":"box","text":"swaps or commodity-linked notes.","page_number":15,"box":{"x":59,"y":758,"width":242,"height":13}},{"id":"cbd07757-a9aa-4987-8cfe-bdc4b182a9cc","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that subject registered investment","page_number":15,"box":{"x":59,"y":785,"width":874,"height":12}},{"id":"a30e2927-cd79-4db8-94ba-458d1ebae00c","block_type":"box","text":"companies and their advisers to regulation by the CFTC if a registered investment company invests more than a prescribed","page_number":15,"box":{"x":59,"y":800,"width":857,"height":12}},{"id":"dcc15473-6320-4800-87e8-e695cf96b0eb","block_type":"box","text":"level of its net asset value in CFTC-regulated futures, options and swaps, or if a registered investment company markets itself","page_number":15,"box":{"x":60,"y":815,"width":875,"height":12}},{"id":"bce8609b-fc8e-4650-8046-1ac2688c5979","block_type":"box","text":"as providing investment exposure to such instruments. Due to the Fund’s potential use of CFTC-regulated futures, options","page_number":15,"box":{"x":59,"y":830,"width":856,"height":12}},{"id":"6f2ee43d-f908-4d17-9e5c-fb515a52f81b","block_type":"box","text":"and swaps above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange Act (“CEA”).","page_number":15,"box":{"x":59,"y":845,"width":846,"height":13}},{"id":"b366ae76-7760-4549-bcc4-f8c9320cd203","block_type":"box","text":"Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect as","page_number":15,"box":{"x":59,"y":872,"width":852,"height":12}},{"id":"ae40e479-9258-4a0d-96a1-73e59414706b","block_type":"box","text":"described below.","page_number":15,"box":{"x":59,"y":887,"width":116,"height":9}},{"id":"69df61e7-e2ab-472f-8117-c826e9311fef","block_type":"box","text":"2","page_number":15,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"8e933c8c-cc07-468a-bc8b-dc66957492b1","block_type":"box","text":"Investments in the Subsidiary are expected to provide the Fund with exposure to investment returns of commodities within","page_number":16,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"9fd3b760-e821-4d85-ae5e-110e61a3ffd3","block_type":"box","text":"the limitations of Subchapter M of the Internal Revenue Code and recent U.S. Internal Revenue Service (the “IRS”) letter","page_number":16,"box":{"x":59,"y":82,"width":836,"height":12}},{"id":"4bca02e2-250f-42fc-9a56-261bfe885ab3","block_type":"box","text":"rulings, as discussed below. The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered","page_number":16,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"a37e6a05-dd2a-4a69-bc87-eaea8065f71e","block_type":"box","text":"office is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104,","page_number":16,"box":{"x":59,"y":112,"width":851,"height":12}},{"id":"ed22fa4b-91ed-4648-9094-22847c0cb0b6","block_type":"box","text":"Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors, which is composed of Trent Walker, Treasurer","page_number":16,"box":{"x":59,"y":127,"width":862,"height":12}},{"id":"45ac9543-338c-4238-bf6b-ea4a16a84bd5","block_type":"box","text":"and Chief Financial Officer of the Trust, and Shannon Ghia, Assistant Secretary of the Trust. The Fund is the sole shareholder","page_number":16,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"e9a6126a-9f10-4da8-a522-78d10a2f9e0c","block_type":"box","text":"of the Subsidiary, and shares of the Subsidiary will not be sold or offered to other investors.","page_number":16,"box":{"x":59,"y":157,"width":635,"height":13}},{"id":"5846a0d9-641d-4240-a175-06d93df2b2ff","block_type":"box","text":"The Fund will gain exposure to the investment returns of commodities indirectly by investing in the Subsidiary. To the extent","page_number":16,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"35c94124-c0d7-4aad-836e-f3e5d0be7d71","block_type":"box","text":"that BlackRock believes that such instruments provide suitable exposure to commodities, the Fund’s investment in the","page_number":16,"box":{"x":59,"y":199,"width":828,"height":12}},{"id":"a7dc03f9-62f0-41b1-80e7-fa0b66d2cd70","block_type":"box","text":"Subsidiary will likely increase. BlackRock manages the assets of the Subsidiary, but receives no additional compensation for","page_number":16,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"5e9d94c9-10a7-40c8-b2f1-9185adb64a78","block_type":"box","text":"doing so. The Fund does not or does not currently intend to create or acquire primary control of any entity which primarily","page_number":16,"box":{"x":59,"y":229,"width":858,"height":12}},{"id":"77dc253e-82af-4087-baf1-f4f4b7552d67","block_type":"box","text":"engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.","page_number":16,"box":{"x":59,"y":244,"width":751,"height":13}},{"id":"2f5e5aa8-6f7d-4fd5-857d-1394c393cbb0","block_type":"box","text":"BlackRock also provides certain administrative services for the Subsidiary, but receives no additional compensation for doing","page_number":16,"box":{"x":60,"y":271,"width":869,"height":12}},{"id":"ed3658e8-c4b5-494e-99ed-2b66c5f4a675","block_type":"box","text":"so. The Subsidiary has entered into a contract for the provision of custody, transfer agency, and accounting agent services","page_number":16,"box":{"x":59,"y":286,"width":853,"height":12}},{"id":"013b5a5a-1a16-4e12-b313-9da777fb6a5a","block_type":"box","text":"with the same or with affiliates of the same service providers that provide those services to the Fund.","page_number":16,"box":{"x":59,"y":301,"width":705,"height":12}},{"id":"05349498-6f36-4514-ac4f-9dd22d28f5d2","block_type":"box","text":"Generally, the Fund and the Subsidiary test for compliance with investment policies and restrictions, including asset","page_number":16,"box":{"x":59,"y":327,"width":809,"height":13}},{"id":"589b0744-54f4-4a0e-a4aa-db91c057f796","block_type":"box","text":"segregation requirements, on a consolidated basis for 1940 Act purposes, calculated in accordance with SEC staff guidance,","page_number":16,"box":{"x":59,"y":343,"width":868,"height":12}},{"id":"75a98d46-f920-4926-9b7c-c5d9d33e3d81","block_type":"box","text":"where applicable. For compliance with federal income tax requirements, the Fund and the Subsidiary expect to comply with","page_number":16,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"8ed0232a-dd9f-4b38-81b4-80ae013561ad","block_type":"box","text":"the asset segregation requirements on a stand-alone basis, with instruments requiring physical settlement being classified on","page_number":16,"box":{"x":59,"y":373,"width":878,"height":12}},{"id":"6080756f-7d7a-436a-b056-1765d3e2383b","block_type":"box","text":"a market value rather than on a notional basis. The Subsidiary is also expected to comply with the other applicable 1940 Act","page_number":16,"box":{"x":59,"y":388,"width":870,"height":12}},{"id":"dbb32bc5-351c-4a99-b892-b6c570aed9b8","block_type":"box","text":"requirements, including those related to custody and affiliated transactions.","page_number":16,"box":{"x":60,"y":403,"width":528,"height":12}},{"id":"ce86227e-5c82-459a-a1be-031a7d1bf6f5","block_type":"box","text":"The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in the Fund’s Prospectus or this SAI, is not","page_number":16,"box":{"x":59,"y":429,"width":866,"height":13}},{"id":"d675af94-2daa-45a2-83cf-94c1587347e7","block_type":"box","text":"subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund","page_number":16,"box":{"x":59,"y":445,"width":879,"height":12}},{"id":"930c4c85-db92-4b82-879f-5be3cccba555","block_type":"box","text":"and the Subsidiary are managed by BFA. The Trust’s Board of Trustees has oversight responsibility for the investment","page_number":16,"box":{"x":59,"y":460,"width":818,"height":12}},{"id":"4556f4cd-f24a-4d89-8f05-9c254ec29e9d","block_type":"box","text":"activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. As","page_number":16,"box":{"x":59,"y":475,"width":869,"height":12}},{"id":"dd93193f-683e-4903-9314-d6aae221398d","block_type":"box","text":"noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same","page_number":16,"box":{"x":60,"y":490,"width":807,"height":12}},{"id":"bfe69a38-f1c8-4a34-b679-765962cd7602","block_type":"box","text":"compliance policies and procedures, as the Fund. Changes in the laws of the U.S. and/or the Cayman Islands could result in","page_number":16,"box":{"x":59,"y":505,"width":864,"height":12}},{"id":"5d3970ed-0b2f-48fb-9a94-bb12e55d8ef6","block_type":"box","text":"the inability of the Fund and/or the Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could","page_number":16,"box":{"x":59,"y":520,"width":830,"height":12}},{"id":"be56241a-56c4-4b5e-a507-e403491ce6bc","block_type":"box","text":"adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains","page_number":16,"box":{"x":59,"y":535,"width":875,"height":13}},{"id":"edd9cf2d-a6b0-488a-960b-924c38dd5eec","block_type":"box","text":"taxes, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the","page_number":16,"box":{"x":59,"y":550,"width":869,"height":13}},{"id":"f737ec1f-2a28-4620-9a00-ee89324734fb","block_type":"box","text":"Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.","page_number":16,"box":{"x":59,"y":566,"width":781,"height":12}},{"id":"f5bf47bf-50bd-487e-aabb-7988529a1c32","block_type":"box","text":"The Fund invests in commodity-linked derivatives indirectly through the Subsidiary because income from these investments,","page_number":16,"box":{"x":59,"y":592,"width":872,"height":12}},{"id":"22e7cf41-aa1b-4fab-835a-5836c15c472e","block_type":"box","text":"if made directly, might not be treated as “qualifying income” for purposes of the Fund qualifying as a regulated investment","page_number":16,"box":{"x":60,"y":607,"width":856,"height":12}},{"id":"bcee9f4c-05a0-4df6-b7b9-46a4552cd57e","block_type":"box","text":"company (“RIC”) for U.S. federal income tax purposes. Based on final regulations issued by the U.S. Internal Revenue Service","page_number":16,"box":{"x":59,"y":622,"width":869,"height":13}},{"id":"12a16cbf-44b8-45b9-b07a-0bd4f474536b","block_type":"box","text":"(“IRS”) on which taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with","page_number":16,"box":{"x":60,"y":637,"width":867,"height":13}},{"id":"cefc7a4e-3c66-4a6f-9aaf-9e2fe784af3d","block_type":"box","text":"respect to the Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress","page_number":16,"box":{"x":60,"y":652,"width":857,"height":13}},{"id":"820b9824-0977-4af4-ad72-5e8518f937b7","block_type":"box","text":"enacts legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":16,"box":{"x":59,"y":668,"width":856,"height":12}},{"id":"670de34a-bb51-4ff6-9617-0450d2497e90","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":16,"box":{"x":59,"y":683,"width":868,"height":12}},{"id":"06afce82-c5a2-4300-a6bb-23539dedd40c","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":16,"box":{"x":59,"y":698,"width":832,"height":12}},{"id":"d860497f-3d6f-43b4-8f1c-7dfb57a7da11","block_type":"box","text":"circumstances.","page_number":16,"box":{"x":59,"y":714,"width":105,"height":9}},{"id":"3ade935c-c1cc-472b-938a-d6c4fb7c1afc","block_type":"box","text":"Moreover, changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Fund and/or","page_number":16,"box":{"x":59,"y":739,"width":811,"height":13}},{"id":"acd3f799-7f84-4139-8c5b-b6c11221b08a","block_type":"box","text":"Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could adversely affect the Fund. For example,","page_number":16,"box":{"x":59,"y":754,"width":856,"height":13}},{"id":"b37a7a75-76af-40e0-a4dc-ebd73ffce0ce","block_type":"box","text":"the Cayman Islands does not currently impose any income, corporate or capital gains taxes, estate duty, inheritance tax, gift","page_number":16,"box":{"x":59,"y":770,"width":867,"height":12}},{"id":"7f266f5b-d979-4373-9a12-a06b83f87fe4","block_type":"box","text":"tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands","page_number":16,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"d57021db-7a2c-40f1-bc41-18a2ae24c8b6","block_type":"box","text":"taxes, Fund shareholders would likely experience decreased investment returns.","page_number":16,"box":{"x":59,"y":800,"width":557,"height":12}},{"id":"b0d97865-9387-46d1-9745-849b644b8ad4","block_type":"box","text":"Borrowing.","page_number":16,"box":{"x":60,"y":827,"width":78,"height":12}},{"id":"cfa93e8b-cbcd-4a5c-9173-27fab0a2df16","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":16,"box":{"x":147,"y":826,"width":776,"height":13}},{"id":"877217e9-d8f8-4d09-ac13-7ccf59c311e7","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":16,"box":{"x":59,"y":841,"width":446,"height":10}},{"id":"d49b7047-feeb-4c7e-a07b-8bffde19535b","block_type":"box","text":"The purchase of securities or other assets while borrowings are outstanding may have the effect of leveraging a Fund. The","page_number":16,"box":{"x":59,"y":868,"width":855,"height":12}},{"id":"c6295317-34b8-4108-90cc-27b4edf8aaba","block_type":"box","text":"incurrence of leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce","page_number":16,"box":{"x":60,"y":883,"width":862,"height":12}},{"id":"bdf38c48-6b04-4f48-a8bd-894cfe9e3804","block_type":"box","text":"3","page_number":16,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"5262bca8-c02a-490e-ad17-22bf98b32f44","block_type":"box","text":"net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater","page_number":17,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"de5640cc-59a6-4019-89f1-34fe0e737bdb","block_type":"box","text":"volatility in the NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings","page_number":17,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"a1be205e-2ca1-4f7c-a5b6-f47c3a7d952c","block_type":"box","text":"may exceed the income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to","page_number":17,"box":{"x":60,"y":97,"width":826,"height":12}},{"id":"c5bc0dd2-3d77-4c62-943b-ada8978fdb82","block_type":"box","text":"shareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the","page_number":17,"box":{"x":59,"y":112,"width":844,"height":12}},{"id":"45954a13-b89f-41c7-a179-4fbc62ca801e","block_type":"box","text":"benefits to a Fund’s shareholders will outweigh the current reduced return.","page_number":17,"box":{"x":60,"y":127,"width":523,"height":12}},{"id":"3995b0c9-916a-40be-bfff-36320a764708","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":17,"box":{"x":59,"y":154,"width":850,"height":12}},{"id":"2bf088e2-0aba-4288-9811-dc27152a62e6","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":17,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"bf74cbd1-189a-4701-8adb-fc4f469d25ba","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with the Fund’s","page_number":17,"box":{"x":59,"y":184,"width":815,"height":12}},{"id":"b088f391-12a9-48f7-a0f1-4057c28a821f","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":17,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"97de1464-6ab0-4e85-b658-3c7a70c59175","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":17,"box":{"x":60,"y":214,"width":856,"height":12}},{"id":"4ffbd6f5-ae6e-4d1e-907a-446562ce8d93","block_type":"box","text":"may be disadvantageous to do so.","page_number":17,"box":{"x":60,"y":229,"width":237,"height":12}},{"id":"8bdbb950-976d-4c15-b8fc-3b29577ddbaf","block_type":"box","text":"Derivatives.","page_number":17,"box":{"x":60,"y":256,"width":81,"height":9}},{"id":"1c8bf788-5cbe-40a2-9aeb-5d37b7380acb","block_type":"box","text":"The Fund may use instruments referred to as derivatives. Derivatives are financial instruments the value of","page_number":17,"box":{"x":150,"y":256,"width":745,"height":12}},{"id":"05a4a85e-25de-41bb-87e8-1fec588053c2","block_type":"box","text":"which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or","page_number":17,"box":{"x":59,"y":271,"width":839,"height":12}},{"id":"e5873cc5-6c25-4853-b7d1-d08069b582df","block_type":"box","text":"rates, such as the S&P 500 Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of","page_number":17,"box":{"x":60,"y":286,"width":852,"height":12}},{"id":"3d17bd69-f5cc-4b1f-84ef-044903656e19","block_type":"box","text":"risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may","page_number":17,"box":{"x":60,"y":301,"width":875,"height":12}},{"id":"1c5ff246-b532-4b47-8c36-920f81e353a6","block_type":"box","text":"use derivatives for hedging purposes. The Fund may also use derivatives for speculative purposes to seek to enhance returns","page_number":17,"box":{"x":60,"y":316,"width":871,"height":12}},{"id":"28ebcfa1-a952-4c20-ad25-8151b74e7228","block_type":"box","text":"or as a vehicle to obtain investment exposure to a security, commodity, currency, or index. The use of a derivative is","page_number":17,"box":{"x":59,"y":331,"width":806,"height":13}},{"id":"3b969b47-d1f7-4c53-b1c7-81174471ba5a","block_type":"box","text":"speculative if the Fund is primarily seeking to achieve gains, rather than to offset the risk of other positions. When the Fund","page_number":17,"box":{"x":59,"y":346,"width":862,"height":13}},{"id":"86224e2b-4968-430e-a683-eb1e071edd1e","block_type":"box","text":"invests in a derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may","page_number":17,"box":{"x":60,"y":361,"width":878,"height":13}},{"id":"368ba882-0585-41f3-b417-ba96832d0a8f","block_type":"box","text":"sometimes be greater than the derivative’s cost. Unless otherwise permitted, the Fund may not use any derivatives to gain","page_number":17,"box":{"x":59,"y":377,"width":853,"height":12}},{"id":"a1466588-9cad-40de-8be1-078f146d7b19","block_type":"box","text":"exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.","page_number":17,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"acf9c597-d736-4855-8f11-602c13fce453","block_type":"box","text":"Diversification Status.","page_number":17,"box":{"x":60,"y":418,"width":155,"height":10}},{"id":"16798190-1cb2-4efe-8c2a-b4a219e79766","block_type":"box","text":"The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the","page_number":17,"box":{"x":224,"y":418,"width":696,"height":12}},{"id":"32ed6128-e3e3-4b4a-b5b0-9798c52c6840","block_type":"box","text":"1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of","page_number":17,"box":{"x":61,"y":433,"width":870,"height":13}},{"id":"2bb6007b-ea8a-43a9-af92-cfc813920dde","block_type":"box","text":"a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of the underlying","page_number":17,"box":{"x":59,"y":448,"width":862,"height":13}},{"id":"5013aee8-4fc9-4e2e-bf63-2a29573afb03","block_type":"box","text":"index of such a fund and, consequently, the fund’s investment portfolio. This may adversely affect the fund’s performance or","page_number":17,"box":{"x":60,"y":463,"width":871,"height":13}},{"id":"4b010293-2d27-4992-83b3-89a483be998c","block_type":"box","text":"subject the fund’s shares to greater price volatility than that experienced by more diversified investment companies.","page_number":17,"box":{"x":59,"y":479,"width":810,"height":12}},{"id":"c5701fd8-d3f1-4011-a7bd-f55b69111c41","block_type":"box","text":"The Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":17,"box":{"x":59,"y":505,"width":859,"height":12}},{"id":"befcd2a9-98d1-48eb-b1eb-a5e613e464f9","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":17,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"e10756ef-8548-49f2-b87a-acef705cfc1a","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":17,"box":{"x":60,"y":535,"width":807,"height":13}},{"id":"1cdaacb6-3606-4210-9950-06a441b60be7","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":17,"box":{"x":59,"y":550,"width":831,"height":13}},{"id":"3eea2118-4521-43ea-85ec-c3a79e273672","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Fund and may make it","page_number":17,"box":{"x":59,"y":566,"width":853,"height":12}},{"id":"cb00db9f-4ad7-4936-8960-577cf4064fc3","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":17,"box":{"x":60,"y":581,"width":404,"height":12}},{"id":"cab7d282-fe7a-4e93-b6e2-16660b9bdad3","block_type":"box","text":"Futures and Options.","page_number":17,"box":{"x":60,"y":607,"width":149,"height":12}},{"id":"62a96ac9-dead-412c-99ea-def650781da4","block_type":"box","text":"The Fund may invest in options and futures. The Fund may also purchase call options or write put","page_number":17,"box":{"x":218,"y":607,"width":686,"height":12}},{"id":"c46295ec-43e1-42f2-98f1-ee11c6733ea5","block_type":"box","text":"options. A call option gives a holder the right to purchase a specific security or asset at a specified price (“exercise price”)","page_number":17,"box":{"x":59,"y":622,"width":847,"height":13}},{"id":"063a5fa2-f887-4704-86d2-61241b103f1b","block_type":"box","text":"within a specified period of time. A put option gives a holder the right to sell a specific security or asset at an exercise price","page_number":17,"box":{"x":59,"y":637,"width":858,"height":13}},{"id":"9c16972f-6fb1-42d3-81a6-18005ba04340","block_type":"box","text":"within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the time","page_number":17,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"76c0a416-0b43-42fd-90cc-72087d8aff49","block_type":"box","text":"of purchase and is retained by the writer whether or not such option is exercised.","page_number":17,"box":{"x":59,"y":668,"width":567,"height":12}},{"id":"dae781f1-5e52-4f95-9f2b-07f32d4a69ff","block_type":"box","text":"Lending Portfolio Securities.","page_number":17,"box":{"x":60,"y":694,"width":201,"height":12}},{"id":"f09fe6cd-e5cf-480b-bad0-9e087eb014a4","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":17,"box":{"x":270,"y":694,"width":603,"height":12}},{"id":"e757386e-fb24-4319-8415-61ed6fd2d78a","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":17,"box":{"x":59,"y":709,"width":848,"height":12}},{"id":"1ea3ecf6-378f-4900-82e2-8af5d4da5a5c","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of the Fund if, as a","page_number":17,"box":{"x":60,"y":724,"width":873,"height":13}},{"id":"714d251c-6e69-4847-b273-0564fe217df3","block_type":"box","text":"result, the aggregate value of all securities loans of the Fund exceeds one-third of the value of the Fund’s total assets","page_number":17,"box":{"x":60,"y":739,"width":815,"height":13}},{"id":"d34af253-b98a-4fec-9ab8-55486c7ddaae","block_type":"box","text":"(including the value of the collateral received). The Fund may terminate a loan at any time and obtain the return of the","page_number":17,"box":{"x":60,"y":754,"width":827,"height":13}},{"id":"4fccbdad-614b-4863-b105-a69dfea9aae3","block_type":"box","text":"securities loaned. The Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":17,"box":{"x":59,"y":770,"width":787,"height":12}},{"id":"1c4c3805-74aa-4257-840b-58560707d9b6","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":785,"width":795,"height":12}},{"id":"ae485d6c-71ca-4f48-8a50-72af9bcf9465","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":811,"width":854,"height":13}},{"id":"0a2e9fd9-2775-4daf-b2cf-1efb2b91948e","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":17,"box":{"x":59,"y":826,"width":873,"height":13}},{"id":"21d4b358-d08d-4109-97f1-b814888ccfe1","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by","page_number":17,"box":{"x":59,"y":841,"width":875,"height":13}},{"id":"625c7ef2-14da-4bad-b538-1732a3bb273b","block_type":"box","text":"the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund for","page_number":17,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"9c4ea6e3-5cd3-404f-89b6-8cf731e2f4cb","block_type":"box","text":"4","page_number":17,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"254a2997-afa2-4d4d-953b-1095fa61262c","block_type":"box","text":"such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of the Fund or","page_number":18,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"d0d02d87-8139-47ab-ace3-9f7eb98883c9","block_type":"box","text":"through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject","page_number":18,"box":{"x":59,"y":82,"width":878,"height":12}},{"id":"6fe6c654-56b6-4b56-bfe4-d611395ee937","block_type":"box","text":"to investment risk.","page_number":18,"box":{"x":59,"y":97,"width":128,"height":10}},{"id":"9e9ee995-34f5-41d1-85ea-80bfdcf315cb","block_type":"box","text":"The Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":18,"box":{"x":59,"y":123,"width":812,"height":13}},{"id":"0ec266a1-f3fc-4892-bf25-245d4e3b796e","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":18,"box":{"x":59,"y":138,"width":868,"height":13}},{"id":"2c973b52-643c-4ecb-bb15-bb5c760ff21c","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":18,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"ad9dd7df-19b2-4504-9ea4-28f22fa3c22e","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":18,"box":{"x":60,"y":169,"width":845,"height":12}},{"id":"e1eb035c-d315-4354-9e9b-5e0a65e9d635","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":18,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"371692d9-ed3f-4721-ae98-65f6dc60ad88","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":18,"box":{"x":59,"y":199,"width":832,"height":12}},{"id":"b738a121-eb5f-4bca-826f-5a36588fb1b1","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":18,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"d1b99519-5457-46cf-bd15-eef5bd1a47e4","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":18,"box":{"x":60,"y":240,"width":829,"height":13}},{"id":"a168cfdf-edc3-4ddd-85ce-b83ba24af4fa","block_type":"box","text":"reinvestments and the fees the Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at","page_number":18,"box":{"x":60,"y":256,"width":826,"height":12}},{"id":"2bac6668-66d8-4f73-9ed8-ddb6cab8eb1c","block_type":"box","text":"default when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned","page_number":18,"box":{"x":59,"y":271,"width":856,"height":12}},{"id":"d67f0714-3159-4e02-9c62-03f8cb49ff1c","block_type":"box","text":"due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market","page_number":18,"box":{"x":59,"y":286,"width":874,"height":12}},{"id":"57e08248-ea55-41e3-8c26-80c54a530f12","block_type":"box","text":"events, including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium","page_number":18,"box":{"x":59,"y":301,"width":853,"height":12}},{"id":"db40af9d-c150-4747-b18b-cb1cdf22ca24","block_type":"box","text":"due to increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities","page_number":18,"box":{"x":59,"y":316,"width":846,"height":11}},{"id":"fadc4680-c36c-400b-afe5-c585982f1101","block_type":"box","text":"lending revenue). If the Fund were to lend out securities that are subject to a corporate action and commit to the borrower a","page_number":18,"box":{"x":60,"y":331,"width":869,"height":13}},{"id":"a750cab4-13a9-4521-9cf6-8586b2152970","block_type":"box","text":"particular election as determined by the Fund’s investment adviser, the benefit the Fund would receive in respect of","page_number":18,"box":{"x":59,"y":346,"width":807,"height":13}},{"id":"43c7ec56-20fb-4596-aa4c-9b19ba39a3b2","block_type":"box","text":"committing to such election may or may not be less than the benefit the Fund would have received from making a different","page_number":18,"box":{"x":59,"y":361,"width":863,"height":13}},{"id":"2d9ce3fb-c429-41d7-93f9-fa9d93930dce","block_type":"box","text":"election in such corporate action. If a securities lending counterparty were to default, the Fund would be subject to the risk of","page_number":18,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"7038aca4-13fd-4c43-9615-b20583fe98c3","block_type":"box","text":"a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In","page_number":18,"box":{"x":59,"y":392,"width":866,"height":12}},{"id":"fb36d5b7-5aab-49a3-a7e4-632143a291e1","block_type":"box","text":"the event a borrower does not return the Fund’s securities as agreed, the Fund’s ability to participate in a corporate action","page_number":18,"box":{"x":59,"y":407,"width":852,"height":12}},{"id":"5ea19132-95a4-4f82-b2f2-6b5e861868db","block_type":"box","text":"event may be impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at","page_number":18,"box":{"x":59,"y":422,"width":863,"height":12}},{"id":"70e1358a-9db1-4027-bde5-62258b1f37a8","block_type":"box","text":"least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":18,"box":{"x":60,"y":437,"width":828,"height":12}},{"id":"83b41179-c460-45e9-8a22-4f45effa0a12","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":18,"box":{"x":59,"y":452,"width":852,"height":12}},{"id":"4457dcca-cde9-426f-8f99-8718731fa06d","block_type":"box","text":"lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments","page_number":18,"box":{"x":60,"y":467,"width":849,"height":13}},{"id":"bcd82926-94bd-413b-8d15-b3ab9d181097","block_type":"box","text":"received by the Fund representing dividends paid on securities loaned out by the Fund will not be considered qualified","page_number":18,"box":{"x":60,"y":482,"width":823,"height":13}},{"id":"4f8ee22b-deba-49c8-b556-a9d85bb393b4","block_type":"box","text":"dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with the","page_number":18,"box":{"x":59,"y":497,"width":865,"height":13}},{"id":"ad39e726-a6fc-4cb1-9993-a4d376b5af46","block_type":"box","text":"Fund’s securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":18,"box":{"x":60,"y":513,"width":871,"height":12}},{"id":"34957e38-595a-4a00-a230-c2f6f76f7a25","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":18,"box":{"x":60,"y":528,"width":875,"height":12}},{"id":"240a8635-c51a-4bb0-bd7d-2c26188d6a69","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":18,"box":{"x":59,"y":543,"width":869,"height":12}},{"id":"11b5a01b-39bd-46bd-b45b-208024e51e76","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":18,"box":{"x":59,"y":558,"width":587,"height":12}},{"id":"1b836668-a3a0-48fc-9f27-df77b8c0a45d","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":18,"box":{"x":60,"y":584,"width":824,"height":13}},{"id":"322bb111-56b0-4f21-8b83-1c140a6ebab3","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":18,"box":{"x":59,"y":600,"width":859,"height":12}},{"id":"867f0c4b-4029-4ec1-9ddb-f0e6ecf3982e","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":18,"box":{"x":59,"y":615,"width":878,"height":12}},{"id":"fdbc80f7-df37-4cd1-9f19-59de294f6fa4","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":18,"box":{"x":60,"y":630,"width":868,"height":12}},{"id":"cd931c44-ef04-4d64-8d2b-b78a64b34a66","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":18,"box":{"x":59,"y":645,"width":846,"height":12}},{"id":"99ac0071-e630-4c45-a5dc-0e0f4f4e2a7f","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":18,"box":{"x":60,"y":660,"width":847,"height":12}},{"id":"e8e0c5e0-f47f-4d75-95db-32c1095a7be5","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":18,"box":{"x":60,"y":675,"width":824,"height":12}},{"id":"4a10f396-17f6-42d6-8640-e446b594ca8d","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":18,"box":{"x":60,"y":690,"width":834,"height":13}},{"id":"d5aac9e5-585c-487f-8781-6f8718b62410","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":18,"box":{"x":60,"y":705,"width":862,"height":13}},{"id":"fb70cfec-88f5-4742-bcd5-7ea2dd83e731","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":18,"box":{"x":59,"y":720,"width":489,"height":13}},{"id":"14306664-b6e7-4847-be23-6a133693451e","block_type":"box","text":"Liquidity Risk Management.","page_number":18,"box":{"x":60,"y":747,"width":200,"height":12}},{"id":"7f0945d5-6f65-4737-a326-f5209cacb696","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":747,"width":662,"height":12}},{"id":"5aaf5786-a94e-475b-ab74-2fd7f1a2187f","block_type":"box","text":"including ETFs such as the Fund, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":18,"box":{"x":60,"y":762,"width":854,"height":12}},{"id":"00c7707d-a4ad-43d0-9f47-a2754ca0e433","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a Liquidity Program, and the","page_number":18,"box":{"x":59,"y":777,"width":879,"height":13}},{"id":"f8892bf2-b736-4cd7-ad91-4e2abbe3a9c5","block_type":"box","text":"Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the Liquidity","page_number":18,"box":{"x":60,"y":792,"width":869,"height":13}},{"id":"aac545e0-4ffa-4d09-98be-516928f516fb","block_type":"box","text":"Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the Fund’s liquidity risk and classifies","page_number":18,"box":{"x":60,"y":807,"width":878,"height":13}},{"id":"ee3d7bec-beda-4eee-851f-0ef84fe6654e","block_type":"box","text":"each investment held by the Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid investment” or","page_number":18,"box":{"x":59,"y":823,"width":873,"height":12}},{"id":"86f83075-56ab-4c99-9a55-f7ed34475d27","block_type":"box","text":"“illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the Fund could not meet requests to redeem","page_number":18,"box":{"x":59,"y":838,"width":858,"height":12}},{"id":"05872a68-0dcc-4263-a808-20daf6ab760e","block_type":"box","text":"shares issued by the Fund without significant dilution of the remaining investors’ interest in the Fund. The liquidity of the","page_number":18,"box":{"x":59,"y":853,"width":845,"height":12}},{"id":"2563fc38-098c-4e39-934f-a1b365f0368a","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":18,"box":{"x":60,"y":868,"width":864,"height":12}},{"id":"00e48a5b-9dd2-4cd7-b2d1-15a8b4b464f3","block_type":"box","text":"5","page_number":18,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"0f5ad6bc-9072-4885-8ef2-9434f795e0b4","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":19,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"2c05c561-bfd5-40d2-8c1c-367ca5dfe0b8","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":19,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"945fb91b-2091-401f-83aa-6ce1cb8759df","block_type":"box","text":"less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":19,"box":{"x":60,"y":97,"width":568,"height":12}},{"id":"856f43c6-148c-4fc0-96c2-d8ab2d078fd5","block_type":"box","text":"Non-U.S. Securities.","page_number":19,"box":{"x":60,"y":124,"width":141,"height":9}},{"id":"d91c0bee-07e9-460b-9022-53d3a15d5eb2","block_type":"box","text":"The Fund intends to purchase publicly traded common stocks of non-U.S. issuers. To the extent the","page_number":19,"box":{"x":210,"y":123,"width":698,"height":13}},{"id":"10e24f49-db3e-4c3b-a3a0-bf1bb658476b","block_type":"box","text":"Fund invests in stocks of non-U.S. issuers, the Fund’s investment in such stocks may be in the form of American Depositary","page_number":19,"box":{"x":60,"y":138,"width":864,"height":13}},{"id":"2b8c63a0-97ae-4367-9b28-95bcb2775247","block_type":"box","text":"Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary","page_number":19,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"f30d1f74-707f-446a-a590-9eed15fbecb8","block_type":"box","text":"receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying","page_number":19,"box":{"x":60,"y":169,"width":872,"height":12}},{"id":"ce69d785-e5c5-410e-89f3-14f09f3d7ebe","block_type":"box","text":"securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same currency as their","page_number":19,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"4eb2ae7d-b35f-4b7c-bc47-7c746cb3d3bc","block_type":"box","text":"underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying","page_number":19,"box":{"x":60,"y":199,"width":827,"height":12}},{"id":"590289e8-92c5-4e5d-91a2-2d11327e6771","block_type":"box","text":"securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts, are receipts","page_number":19,"box":{"x":59,"y":214,"width":865,"height":12}},{"id":"6838f9e2-077b-4636-9ccd-1fc2efd6c826","block_type":"box","text":"issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic","page_number":19,"box":{"x":60,"y":229,"width":832,"height":12}},{"id":"e70ea720-f287-4851-9b7d-615ee469c19b","block_type":"box","text":"underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":19,"box":{"x":60,"y":244,"width":862,"height":13}},{"id":"5173535c-5c82-4fd1-abae-27bd0fe591b0","block_type":"box","text":"basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs, issued in","page_number":19,"box":{"x":60,"y":259,"width":834,"height":13}},{"id":"e6854cb1-f13c-4af3-a639-23bf439bfb92","block_type":"box","text":"bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe and are","page_number":19,"box":{"x":60,"y":274,"width":854,"height":13}},{"id":"47fb2450-3d1b-4f25-bac9-7db38defa0c6","block_type":"box","text":"designed for use throughout the world.","page_number":19,"box":{"x":59,"y":290,"width":274,"height":12}},{"id":"90f67930-e100-4c16-8d36-9e741a5ee97f","block_type":"box","text":"Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may","page_number":19,"box":{"x":60,"y":316,"width":876,"height":12}},{"id":"d91dc495-a77b-4d7b-ace2-7c566831bdf9","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to","page_number":19,"box":{"x":60,"y":331,"width":853,"height":13}},{"id":"f8b7b5bc-f431-4c71-ac66-bf92b46eb46f","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":19,"box":{"x":59,"y":346,"width":842,"height":13}},{"id":"72426ff0-d46b-47e7-8505-942b57830f1b","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":19,"box":{"x":59,"y":361,"width":859,"height":13}},{"id":"81b03016-af6a-4611-8338-dd24292641d8","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":19,"box":{"x":60,"y":377,"width":832,"height":12}},{"id":"f118d7e2-dd31-4bf6-a4f4-2b3d5ef18ae0","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":19,"box":{"x":59,"y":392,"width":796,"height":12}},{"id":"35f87953-3b6b-4f4c-a0b2-92852261b563","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":19,"box":{"x":59,"y":407,"width":571,"height":12}},{"id":"e63f5dfc-cbcb-4653-91e8-6163c59f8e0e","block_type":"box","text":"Investing in the securities of non-U.S. issuers involves special risks and considerations not typically associated with investing","page_number":19,"box":{"x":60,"y":433,"width":868,"height":13}},{"id":"e247c338-26db-4ead-82f5-d25cf5875198","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":19,"box":{"x":60,"y":448,"width":808,"height":13}},{"id":"aa39b329-8674-4d0d-9b33-15d2de94695c","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":19,"box":{"x":59,"y":463,"width":853,"height":13}},{"id":"d27f350f-8181-4602-9ea4-992b8d08d3d9","block_type":"box","text":"which could affect U.S. investments in non-U.S. countries; and potential restrictions on the flow of international capital. Non","page_number":19,"box":{"x":59,"y":479,"width":873,"height":12}},{"id":"db81d6af-0254-48d9-a4fc-5c35e0dc282d","block_type":"box","text":"U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may","page_number":19,"box":{"x":60,"y":494,"width":864,"height":12}},{"id":"6218e9b4-c3c7-4b10-a2ff-082391c53922","block_type":"box","text":"differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product (“GDP”), rate of","page_number":19,"box":{"x":59,"y":509,"width":871,"height":12}},{"id":"ed7fc805-bd04-4d5e-b54c-9ed68828d6be","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":19,"box":{"x":60,"y":524,"width":629,"height":12}},{"id":"3f90975a-3035-4381-975d-f36b34e83d9d","block_type":"box","text":"Options on Futures Contracts.","page_number":19,"box":{"x":59,"y":551,"width":216,"height":12}},{"id":"d5fe9fa0-d78b-4f65-94f4-f5855981e89a","block_type":"box","text":"The Fund may invest in options on futures contracts. An option on a futures contract, as","page_number":19,"box":{"x":284,"y":550,"width":618,"height":13}},{"id":"7ce434d4-3c18-4458-bc01-913ca2a0ee46","block_type":"box","text":"contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to","page_number":19,"box":{"x":59,"y":566,"width":844,"height":12}},{"id":"802e5220-debf-4c3e-a3dd-fe411e66fc68","block_type":"box","text":"assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of","page_number":19,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"6bda7b4d-54d0-43c8-8330-98f949bfba66","block_type":"box","text":"the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the","page_number":19,"box":{"x":59,"y":596,"width":844,"height":12}},{"id":"f245461d-871d-4c29-997a-748132434150","block_type":"box","text":"option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the","page_number":19,"box":{"x":59,"y":611,"width":877,"height":12}},{"id":"42ca3b4b-d09b-4971-a6f5-b2b15f649fe3","block_type":"box","text":"amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put)","page_number":19,"box":{"x":59,"y":626,"width":863,"height":12}},{"id":"fd38b8ef-08cd-4b79-a666-72be82a232ef","block_type":"box","text":"the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a","page_number":19,"box":{"x":59,"y":641,"width":829,"height":12}},{"id":"106372a3-0e22-40de-9d04-e1de0f51205f","block_type":"box","text":"futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed","page_number":19,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"0b9ca6b5-f4b0-4134-8486-0ddc03f4971b","block_type":"box","text":"at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying","page_number":19,"box":{"x":59,"y":671,"width":829,"height":13}},{"id":"776b1034-2c03-442f-a439-5cc8fe7489cb","block_type":"box","text":"contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund. The","page_number":19,"box":{"x":59,"y":686,"width":842,"height":13}},{"id":"ce76b169-ba9c-4531-ae0a-a81453b2166e","block_type":"box","text":"potential for loss related to writing call options is unlimited. The potential for loss related to writing put options is limited to","page_number":19,"box":{"x":59,"y":702,"width":863,"height":12}},{"id":"6a34c2dd-f77e-42a8-9f3b-e643afb0d129","block_type":"box","text":"the agreed upon price per share, also known as the “strike price,” less the premium received from writing the put.","page_number":19,"box":{"x":59,"y":717,"width":794,"height":12}},{"id":"4dbde1fd-2aef-47bd-9a0a-6dde806703d3","block_type":"box","text":"Privately Issued Securities.","page_number":19,"box":{"x":60,"y":743,"width":190,"height":12}},{"id":"2d055b37-8ddf-405f-9b66-ca984f24fb8f","block_type":"box","text":"The Fund may invest in privately issued securities, including those that may be resold only in","page_number":19,"box":{"x":263,"y":743,"width":647,"height":12}},{"id":"1e124c27-a670-49f0-a4a4-c65af9585a19","block_type":"box","text":"accordance with Rule 144A or Regulation S under the 1933 Act (“Restricted Securities”). Restricted Securities are not","page_number":19,"box":{"x":59,"y":758,"width":819,"height":13}},{"id":"40174fed-c34d-47c9-ac9a-d3de216e86ba","block_type":"box","text":"publicly-traded and are subject to a variety of restrictions, which limit a purchaser’s ability to acquire or resell such securities.","page_number":19,"box":{"x":59,"y":773,"width":874,"height":13}},{"id":"58c5cee4-b0d1-4a3f-9d4d-9189fe63f263","block_type":"box","text":"Accordingly, the liquidity of the market for specific Restricted Securities may vary. Delay or difficulty in selling such securities","page_number":19,"box":{"x":59,"y":788,"width":869,"height":13}},{"id":"b2eebabd-d8f0-45eb-99b8-0876f89a2c02","block_type":"box","text":"may result in a loss to the Fund.","page_number":19,"box":{"x":60,"y":804,"width":221,"height":12}},{"id":"357d1419-c57c-48c0-9d16-9d615154d078","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":19,"box":{"x":60,"y":830,"width":242,"height":12}},{"id":"6977f19e-a58a-443d-a325-2fa466b70eca","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":19,"box":{"x":310,"y":830,"width":589,"height":12}},{"id":"e1c85f0a-3964-4a6c-8932-1a97387c24bf","block_type":"box","text":"CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of","page_number":19,"box":{"x":59,"y":845,"width":876,"height":13}},{"id":"8e404399-5aae-48c6-b7c3-9dbcb25f058a","block_type":"box","text":"its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":19,"box":{"x":60,"y":860,"width":843,"height":13}},{"id":"aa75f002-6be3-4d4e-b975-540e1b92fb05","block_type":"box","text":"investment exposure to such instruments. Due to the Fund’s potential use of CFTC Derivatives above the prescribed levels,","page_number":19,"box":{"x":60,"y":875,"width":855,"height":13}},{"id":"2a00fdc2-00a8-45c1-80ae-95839afe3339","block_type":"box","text":"6","page_number":19,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"76e01f5d-91b1-473e-9c59-ce7e39a5d3c0","block_type":"box","text":"the Fund will be considered a “commodity pool” under the CEA. Accordingly, BFA, the Fund’s investment adviser, has","page_number":20,"box":{"x":59,"y":67,"width":818,"height":12}},{"id":"7f307a13-1d1e-4dd2-9985-999cbb4c7a47","block_type":"box","text":"registered as a commodity pool operator and is subject to CFTC regulation with respect to the Fund. BFA is also subject to","page_number":20,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"f8320865-88ca-4aa0-b9a8-0e0756d29cfe","block_type":"box","text":"regulation by the National Futures Association.","page_number":20,"box":{"x":60,"y":97,"width":326,"height":12}},{"id":"55260265-b5bb-4e70-a0c7-3ef2508643a1","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":20,"box":{"x":60,"y":123,"width":859,"height":13}},{"id":"8b1c6aa6-bdeb-45f8-9efb-226788d4f60d","block_type":"box","text":"Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes","page_number":20,"box":{"x":60,"y":138,"width":871,"height":13}},{"id":"09366688-1c5c-4b5d-9547-d06c8e6fc61d","block_type":"box","text":"in Europe, Asia and other non-U.S. jurisdictions. Swaps, NDFs and certain other derivatives traded in the OTC market are","page_number":20,"box":{"x":60,"y":154,"width":839,"height":12}},{"id":"12d87d82-597a-41ad-8598-f31258e7b25a","block_type":"box","text":"subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the","page_number":20,"box":{"x":59,"y":169,"width":847,"height":12}},{"id":"07cbd142-e106-4c53-bf43-374f3d9c6544","block_type":"box","text":"Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have","page_number":20,"box":{"x":60,"y":184,"width":853,"height":12}},{"id":"b988569e-d1f2-4b38-b7b6-bc78d525374b","block_type":"box","text":"impacted and may continue to impact the costs to the Fund of trading these instruments and, as a result, may affect returns","page_number":20,"box":{"x":60,"y":199,"width":868,"height":12}},{"id":"13e57fa3-ab88-443e-b809-f52cbdb8456c","block_type":"box","text":"to investors in the Fund.","page_number":20,"box":{"x":59,"y":214,"width":168,"height":10}},{"id":"bba4bb08-608a-4526-9e27-3a256513ce1a","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":20,"box":{"x":60,"y":240,"width":849,"height":13}},{"id":"f3a67413-ba77-4b02-8d42-9c5003ff76b1","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":20,"box":{"x":59,"y":256,"width":873,"height":12}},{"id":"7161405f-6b44-4422-ba6e-85426962d2e3","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":20,"box":{"x":60,"y":271,"width":822,"height":12}},{"id":"c433729f-0205-4f13-97da-f4d30882db66","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":20,"box":{"x":60,"y":286,"width":871,"height":12}},{"id":"9afd7659-dc0e-4684-8924-12ac39acb7b7","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":20,"box":{"x":59,"y":301,"width":257,"height":12}},{"id":"0520f53f-5e08-4a23-aef0-b693bfe6b84a","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":20,"box":{"x":60,"y":327,"width":862,"height":13}},{"id":"4bb85f3a-2aad-4172-8402-f8744b8ea368","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":20,"box":{"x":59,"y":343,"width":871,"height":12}},{"id":"b8ef37d3-4e64-44ab-8f01-c449ebf90b64","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":20,"box":{"x":59,"y":358,"width":839,"height":12}},{"id":"3ea71ce5-cb43-4c4c-95e8-09ac20950bbe","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":20,"box":{"x":59,"y":373,"width":838,"height":12}},{"id":"2a9e7657-69a1-46ef-9702-8c836ee28965","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":20,"box":{"x":59,"y":388,"width":780,"height":12}},{"id":"a954651d-6a1e-452e-a63d-38d4658fc5ef","block_type":"box","text":"e.g","page_number":20,"box":{"x":840,"y":391,"width":21,"height":9}},{"id":"9a6fd21e-3991-4334-920a-1936ca260989","block_type":"box","text":"., recourse","page_number":20,"box":{"x":862,"y":391,"width":71,"height":8}},{"id":"d8ff3d75-3411-4e1d-a386-c834b23e2304","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":20,"box":{"x":59,"y":403,"width":849,"height":12}},{"id":"f699f5f1-5bc1-43a2-905c-4ace69cccc21","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":20,"box":{"x":59,"y":418,"width":581,"height":12}},{"id":"af15de3b-bab0-42d2-ae6f-a83378271ad5","block_type":"box","text":"e.g.,","page_number":20,"box":{"x":642,"y":421,"width":26,"height":9}},{"id":"ea55ac53-c526-4150-9e3a-88d2414fcd1f","block_type":"box","text":"firm and standby commitments,","page_number":20,"box":{"x":674,"y":418,"width":225,"height":12}},{"id":"b1d3d4be-486c-488f-b260-fd8f3a918b14","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":20,"box":{"x":60,"y":433,"width":869,"height":13}},{"id":"5224a3fe-9ee9-41c2-aa7f-1866ae17aa5d","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":20,"box":{"x":60,"y":448,"width":871,"height":13}},{"id":"903c71ac-e38f-40ea-b749-6500a0ad0aea","block_type":"box","text":"Settlement Securities Provision”).","page_number":20,"box":{"x":59,"y":463,"width":233,"height":13}},{"id":"4b3697d3-80e2-4aba-aa27-f9d11a6beb91","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f","page_number":20,"box":{"x":60,"y":490,"width":877,"height":12}},{"id":"671ce196-cea8-447c-9970-ee54cffb2dac","block_type":"box","text":"4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a","page_number":20,"box":{"x":59,"y":505,"width":857,"height":12}},{"id":"87e135a8-d2d9-4cc8-9a49-682964808ea6","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":20,"box":{"x":59,"y":520,"width":875,"height":12}},{"id":"dd6d307a-214a-4903-bd44-8455135c2dcc","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":20,"box":{"x":60,"y":535,"width":846,"height":13}},{"id":"37bd2537-b9ef-4e0a-987f-3a1bc11cbb4c","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":20,"box":{"x":59,"y":550,"width":840,"height":13}},{"id":"0ca0e6aa-86a6-4ce3-bdb2-87bb03ed11bc","block_type":"box","text":"reports to the Board.","page_number":20,"box":{"x":60,"y":566,"width":142,"height":12}},{"id":"bc096758-ac78-41cd-9531-e8e533b86ba0","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s “derivatives","page_number":20,"box":{"x":60,"y":592,"width":807,"height":12}},{"id":"d9aa0622-104a-4408-8847-556722719f0c","block_type":"box","text":"exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":20,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"5d1b6908-0bd1-4938-b837-c6d89f0aab5e","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":20,"box":{"x":60,"y":622,"width":826,"height":13}},{"id":"8686a8e3-14b8-4407-953e-b5e1c3f6a9b5","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":20,"box":{"x":59,"y":637,"width":265,"height":13}},{"id":"1f06a764-c031-486e-b60f-149246533e57","block_type":"box","text":"Repurchase Agreements.","page_number":20,"box":{"x":60,"y":664,"width":179,"height":12}},{"id":"4c6a75a9-672b-4af3-a757-5059cb60a7b9","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":20,"box":{"x":248,"y":664,"width":495,"height":12}},{"id":"160f6243-aedc-4c27-a104-2c8945763a26","block_type":"box","text":"i.e.","page_number":20,"box":{"x":744,"y":665,"width":17,"height":8}},{"id":"9a4ae965-647f-4a86-913a-77d8673e482f","block_type":"box","text":", a Fund) acquires a","page_number":20,"box":{"x":764,"y":664,"width":135,"height":12}},{"id":"91b825cb-bb3c-48c7-b3f4-cd02cc30dfd2","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":679,"width":854,"height":12}},{"id":"60ac86b6-2dde-4b8d-9bf1-d6384a36f43d","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":694,"width":822,"height":12}},{"id":"d8e3abad-bcac-406f-b293-b393503d8d2b","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":709,"width":828,"height":12}},{"id":"9b519cbf-620c-46f4-8d2a-7d82c6e2ef4f","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":724,"width":878,"height":13}},{"id":"26b93024-2eb8-4de0-9c0f-94470dd8ed49","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":739,"width":861,"height":13}},{"id":"a627e5e8-5e7f-4362-921d-4ba2580f295e","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":754,"width":760,"height":13}},{"id":"38321f82-b16e-4697-a013-d021728ad017","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":781,"width":875,"height":12}},{"id":"4676b699-f997-4a1c-b63a-7430a6afc21b","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":796,"width":841,"height":12}},{"id":"9b5a7e05-e6fe-4e41-96e9-0f7db179c4ea","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":811,"width":811,"height":13}},{"id":"81a56f08-9aae-4ec7-876f-1dcd16ce4758","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":826,"width":857,"height":13}},{"id":"feaef8dc-26f5-4389-82ae-1677d1b1e7f6","block_type":"box","text":"seven days.","page_number":20,"box":{"x":59,"y":841,"width":79,"height":13}},{"id":"593c2ba3-4c2e-4ba6-8454-e7bd1ffc3ed4","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Fund,","page_number":20,"box":{"x":60,"y":868,"width":867,"height":12}},{"id":"870e4d1b-7ebb-45b1-adc5-02ab27bd7894","block_type":"box","text":"but are inherent in repurchase agreements. A Fund seeks to minimize such risks, but because of the inherent legal","page_number":20,"box":{"x":60,"y":883,"width":796,"height":12}},{"id":"145647c1-af38-4012-9013-af71e6df2179","block_type":"box","text":"7","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"dd96a5a5-7e40-4ec4-8cd4-944debfa98f0","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":21,"box":{"x":60,"y":67,"width":872,"height":12}},{"id":"3db81136-7b03-4719-b735-7e4f835a2e7e","block_type":"box","text":"a longer maturity may be subject to greater price fluctuations than higher quality collateral and collateral with a shorter","page_number":21,"box":{"x":59,"y":82,"width":836,"height":12}},{"id":"ddbcba22-1457-4ed9-951c-61eb953a4839","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":21,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"bcd4a1a4-3390-4bcd-b6a8-7e7b86919e57","block_type":"box","text":"than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the","page_number":21,"box":{"x":59,"y":112,"width":840,"height":12}},{"id":"c6979248-77cf-4838-9428-92e82842267e","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":21,"box":{"x":59,"y":127,"width":845,"height":12}},{"id":"b0437f91-38fc-4f16-b45d-ed1c46b46cc7","block_type":"box","text":"i.e.","page_number":21,"box":{"x":905,"y":128,"width":18,"height":9}},{"id":"4d9a0293-a3c0-4932-909a-02ecb4e23c77","block_type":"box","text":",","page_number":21,"box":{"x":925,"y":135,"width":2,"height":3}},{"id":"1aa204d1-ab46-4788-9c27-5ff9c6563cf8","block_type":"box","text":"the position the Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":21,"box":{"x":59,"y":142,"width":828,"height":13}},{"id":"b8f237d8-6cd2-49bd-acaa-2952be140eb9","block_type":"box","text":"securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a Fund would","page_number":21,"box":{"x":59,"y":157,"width":875,"height":13}},{"id":"a7ba7eb4-4bf0-42e3-9a10-ef5399213d17","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":21,"box":{"x":60,"y":172,"width":597,"height":13}},{"id":"638e1bf4-b955-4b51-abfe-4b178237b46e","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":21,"box":{"x":60,"y":199,"width":240,"height":12}},{"id":"efd2d97d-43f1-4292-866f-246ac05a4222","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":21,"box":{"x":309,"y":199,"width":578,"height":12}},{"id":"a88b55ff-73c8-4ef8-89db-be79efe79144","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":21,"box":{"x":60,"y":214,"width":838,"height":12}},{"id":"a516ff1a-6f4b-4586-8ad8-96c082c22e2e","block_type":"box","text":"Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities","page_number":21,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"b51504dc-e78a-4dbe-a7c8-a591d8d8764f","block_type":"box","text":"involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the","page_number":21,"box":{"x":60,"y":244,"width":840,"height":13}},{"id":"93c349aa-fa3d-45ca-9ed1-7a62da9fb552","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":21,"box":{"x":60,"y":259,"width":853,"height":13}},{"id":"0113c690-3432-41c9-b1f1-ab8560296541","block_type":"box","text":"earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same","page_number":21,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"15c68f97-e92a-4a6d-b3bf-74cd9a8eb3be","block_type":"box","text":"amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required","page_number":21,"box":{"x":59,"y":290,"width":869,"height":12}},{"id":"5feee69d-6f00-44c2-92ef-835eb8c96714","block_type":"box","text":"to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it","page_number":21,"box":{"x":59,"y":305,"width":878,"height":12}},{"id":"7b051895-4908-4ea4-99c7-bbaf3866cbfb","block_type":"box","text":"will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the","page_number":21,"box":{"x":59,"y":320,"width":875,"height":12}},{"id":"51fba76f-8ad1-49e3-b4dc-99ff371e14dc","block_type":"box","text":"value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a","page_number":21,"box":{"x":59,"y":335,"width":845,"height":12}},{"id":"71a8f713-557a-4f88-afc4-4e15fe447b79","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":21,"box":{"x":60,"y":350,"width":602,"height":12}},{"id":"1cf754c7-5230-4fb7-b1a6-668bae539217","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar","page_number":21,"box":{"x":60,"y":377,"width":832,"height":12}},{"id":"fef79507-6410-40b6-befb-c38d294a8986","block_type":"box","text":"financing transactions (","page_number":21,"box":{"x":59,"y":392,"width":165,"height":12}},{"id":"b9798261-8d24-437c-94ef-0a70e08e9b42","block_type":"box","text":"e.g.,","page_number":21,"box":{"x":225,"y":395,"width":27,"height":9}},{"id":"4ac19c9b-c025-44c0-b910-99b3520a8a9e","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":21,"box":{"x":258,"y":392,"width":614,"height":12}},{"id":"eba68a3b-ac54-4f53-ac02-d87f8bdd3d42","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that the Fund either (i)","page_number":21,"box":{"x":60,"y":407,"width":869,"height":12}},{"id":"2f7fbc77-c467-4a11-a89b-5128da821659","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":21,"box":{"x":59,"y":422,"width":879,"height":12}},{"id":"e9a7d313-37d6-4e5a-8a65-5f4dc8d660b7","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":21,"box":{"x":60,"y":437,"width":556,"height":12}},{"id":"5daae329-c3e0-4400-89bb-f3d835f90d27","block_type":"box","text":"Regulation Regarding Derivatives","page_number":21,"box":{"x":617,"y":437,"width":231,"height":12}},{"id":"b90d1727-203f-4a7a-b888-22ad08f82d7d","block_type":"box","text":"” above.)","page_number":21,"box":{"x":849,"y":437,"width":61,"height":12}},{"id":"9308c9b7-33ed-4bc6-a9f4-3b2648b80243","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":21,"box":{"x":59,"y":463,"width":385,"height":13}},{"id":"d2245905-e20a-498a-8c40-5fe77f8c5af3","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":21,"box":{"x":453,"y":463,"width":458,"height":13}},{"id":"843a5ebc-37fc-4a97-8c59-f8c020304995","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":479,"width":858,"height":12}},{"id":"bdc6a27f-5b60-4a01-bab9-b306a1907246","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":494,"width":861,"height":12}},{"id":"260a0fcc-71c3-4cbd-a801-c3b44fdb3b33","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":509,"width":813,"height":12}},{"id":"fad13b92-1fdf-4287-8aa4-7679918480e9","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":21,"box":{"x":60,"y":524,"width":839,"height":12}},{"id":"b6458a34-c9bb-4479-a7b1-79f06cc86c83","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":539,"width":871,"height":12}},{"id":"5fe17111-be5b-45f3-9ab8-95b8bdc0fabb","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":554,"width":612,"height":13}},{"id":"28ff9777-351f-43ab-af66-dc2243502f88","block_type":"box","text":"®","page_number":21,"box":{"x":673,"y":553,"width":9,"height":6}},{"id":"943caee0-aaba-43b2-a0ba-8c5b8503139e","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":21,"box":{"x":688,"y":554,"width":213,"height":13}},{"id":"3bf1c3e0-9c7e-4a06-98c8-43851887774b","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by S&P Global, Inc., a subsidiary of The McGraw-Hill Companies (“S&P Global Ratings”), or if","page_number":21,"box":{"x":60,"y":569,"width":838,"height":13}},{"id":"862f4758-8493-4817-8cd5-3c463d8d97ad","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":21,"box":{"x":60,"y":584,"width":702,"height":13}},{"id":"7b984814-4ecd-47f0-85d6-2a1529e92701","block_type":"box","text":"e.g.","page_number":21,"box":{"x":763,"y":587,"width":23,"height":10}},{"id":"162bb976-4732-4bae-91eb-cf69f6cdf5ff","block_type":"box","text":", bonds and","page_number":21,"box":{"x":788,"y":584,"width":81,"height":12}},{"id":"254f6ae5-be47-4ff5-93c8-c870cb1c1816","block_type":"box","text":"debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been determined to","page_number":21,"box":{"x":59,"y":600,"width":869,"height":12}},{"id":"a511edd5-576a-45b3-95ff-a1f49a21737a","block_type":"box","text":"present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase","page_number":21,"box":{"x":59,"y":615,"width":863,"height":12}},{"id":"f506e4ad-7267-4e2a-926e-030905471880","block_type":"box","text":"agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S. branches) that, in the","page_number":21,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"ee4f06ab-0df4-4f4a-afa4-7746b411ce87","block_type":"box","text":"opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by the Fund. Any of these","page_number":21,"box":{"x":59,"y":645,"width":833,"height":12}},{"id":"ef6da5ef-3f9a-4f2d-afd6-ff6eef9aebf6","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":21,"box":{"x":60,"y":660,"width":867,"height":12}},{"id":"390ca3c5-3a3b-43dc-9dc5-5168b9e59a6e","block_type":"box","text":"in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on","page_number":21,"box":{"x":60,"y":675,"width":851,"height":12}},{"id":"dd2d515b-e6fe-4eae-9cb7-b0812382788d","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":21,"box":{"x":59,"y":690,"width":604,"height":13}},{"id":"9b35f0e7-8abe-46ca-ae9e-6577acf6a6ec","block_type":"box","text":"Sovereign Obligations.","page_number":21,"box":{"x":59,"y":717,"width":161,"height":12}},{"id":"6d6639c0-48c9-494f-a0dd-0082335b645d","block_type":"box","text":"An investment in sovereign debt obligations involves special risks not present in corporate debt","page_number":21,"box":{"x":229,"y":717,"width":667,"height":12}},{"id":"7ce4ec77-0c3d-4fe6-97c0-2ef15494375e","block_type":"box","text":"obligations. Sovereign debt includes securities issued or guaranteed by a foreign sovereign government. The issuer of the","page_number":21,"box":{"x":59,"y":732,"width":847,"height":12}},{"id":"64d31f90-e9ff-4e5f-91af-99d364d7b5bd","block_type":"box","text":"sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due,","page_number":21,"box":{"x":59,"y":747,"width":856,"height":12}},{"id":"c500a366-8708-4272-961a-8132169dbb0d","block_type":"box","text":"and a Fund may have limited recourse in the event of a default. Similar to other issuers, changes to the financial condition or","page_number":21,"box":{"x":59,"y":762,"width":871,"height":12}},{"id":"c41c4bfc-718a-4397-ac88-a6a003233dce","block_type":"box","text":"credit rating of a non-U.S. government may cause the value of a sovereign debt to decline. During periods of economic","page_number":21,"box":{"x":59,"y":777,"width":831,"height":13}},{"id":"6df66dee-8e3f-44c3-b352-03437e1d2c4a","block_type":"box","text":"uncertainty, the market prices of sovereign debt obligations may be more volatile than prices of U.S. debt obligations, which","page_number":21,"box":{"x":60,"y":792,"width":864,"height":13}},{"id":"966b19d8-6a12-455d-8ebb-70a7482f4879","block_type":"box","text":"may affect a Fund’s NAV. In the past, certain emerging market countries have encountered difficulties in servicing their debt","page_number":21,"box":{"x":60,"y":807,"width":867,"height":13}},{"id":"e3330e52-1e4f-48d9-b819-1a551e8a9021","block_type":"box","text":"obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on","page_number":21,"box":{"x":59,"y":823,"width":865,"height":12}},{"id":"049c1c05-c09f-465f-9422-ea5faad1e996","block_type":"box","text":"their sovereign debts. Several sovereign issuers have experienced volatility and adverse trends due to concerns about rising","page_number":21,"box":{"x":59,"y":838,"width":860,"height":12}},{"id":"6bb85220-c4ab-40a3-83cc-a6c2df790129","block_type":"box","text":"government debt levels, including Greece, Ireland, Italy, Portugal and Spain.","page_number":21,"box":{"x":59,"y":853,"width":525,"height":12}},{"id":"d7add1f4-48fe-460b-9d0d-0afca27af61c","block_type":"box","text":"8","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"25b1bbb2-b5a5-4095-acc9-badba415318c","block_type":"box","text":"A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among","page_number":22,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"24ed5e05-963b-495e-9bd0-960c89100daf","block_type":"box","text":"other factors, its cash flow situation, the extent of its non-U.S. currency reserves, the availability of sufficient foreign","page_number":22,"box":{"x":59,"y":82,"width":808,"height":12}},{"id":"b33c6ebb-5417-40a5-a0de-91146da22638","block_type":"box","text":"exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and","page_number":22,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"c7621f42-3f55-409a-acaf-dc48d20f1a00","block_type":"box","text":"local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments,","page_number":22,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"b14b5540-ca68-471b-9d9a-fc24e3dbbf75","block_type":"box","text":"multilateral agencies and other entities to reduce principal and interest arrears on their debt. The failure of a sovereign debtor","page_number":22,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"78d3bff6-55b0-4c98-a126-43c94edc6dda","block_type":"box","text":"to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due","page_number":22,"box":{"x":59,"y":142,"width":858,"height":13}},{"id":"22f48f5c-c967-4f4d-8357-f174afbc7362","block_type":"box","text":"may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair","page_number":22,"box":{"x":60,"y":157,"width":855,"height":13}},{"id":"0b6ef2fa-ee9c-4cd1-a593-b1ed6ce1c66c","block_type":"box","text":"such debtor’s ability or willingness to service its debts.","page_number":22,"box":{"x":59,"y":172,"width":379,"height":13}},{"id":"f5d039e6-222c-4217-9e27-6fc46004932e","block_type":"box","text":"Swap Agreements.","page_number":22,"box":{"x":59,"y":199,"width":134,"height":12}},{"id":"e8def247-31a3-4068-8771-20bbd6e94912","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":22,"box":{"x":202,"y":199,"width":735,"height":12}},{"id":"39dbc3da-3d73-44e8-b52e-f0ba3121dc46","block_type":"box","text":"the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to","page_number":22,"box":{"x":59,"y":214,"width":850,"height":12}},{"id":"dd24bc03-0e0e-4c2a-9b8d-4c6aeab9cfc9","block_type":"box","text":"make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the","page_number":22,"box":{"x":60,"y":229,"width":843,"height":12}},{"id":"a81171ba-9100-4b4a-b88a-ee4764ddd707","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":22,"box":{"x":60,"y":244,"width":816,"height":13}},{"id":"80f9bdab-b7c3-4f9c-81f0-c6a0cae8b616","block_type":"box","text":"receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Fund’s obligations","page_number":22,"box":{"x":60,"y":259,"width":870,"height":13}},{"id":"483baa2a-d725-4f03-9553-234c0df7ce4c","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":22,"box":{"x":59,"y":274,"width":520,"height":13}},{"id":"d38527e6-a0d3-4b80-9bfd-fbd4cfe7d4b0","block_type":"box","text":"The Fund may enter into currency, interest rate securities, commodity or index swaps. The use of such swaps is a highly","page_number":22,"box":{"x":59,"y":301,"width":840,"height":12}},{"id":"1532529a-3b30-4a69-b8ee-bce1df7d2368","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":22,"box":{"x":59,"y":316,"width":836,"height":12}},{"id":"438559ca-d747-41ba-ac7c-9517835e410e","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":22,"box":{"x":59,"y":331,"width":821,"height":13}},{"id":"0a1031c8-0046-40f5-a1ab-b6ed24dec74d","block_type":"box","text":"Future Developments.","page_number":22,"box":{"x":60,"y":358,"width":157,"height":12}},{"id":"ead64cb8-4bba-4fab-9b3d-97cc076b9a03","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":22,"box":{"x":226,"y":358,"width":683,"height":12}},{"id":"3412ba46-a7db-4ea1-b4fa-46d30e7f5036","block_type":"box","text":"other than those listed in this SAI and in the Prospectus, provided they are consistent with the Fund’s investment objective","page_number":22,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"13664ca8-c91d-4470-85ea-c8a606487f55","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":22,"box":{"x":59,"y":388,"width":438,"height":12}},{"id":"68c1a29e-5e9f-417f-be28-7cf1d87ca6f0","block_type":"box","text":"General Considerations and Risks","page_number":22,"box":{"x":60,"y":419,"width":559,"height":23}},{"id":"d796dcbe-4e22-4442-8223-376652c8051b","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in the Fund is contained in the Prospectus.","page_number":22,"box":{"x":59,"y":460,"width":814,"height":12}},{"id":"8c1d7fe2-25ce-4a48-be83-b83e77c78bf5","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":22,"box":{"x":59,"y":486,"width":831,"height":12}},{"id":"2eaa0319-bb58-49b7-8b8d-1178ccb681ef","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":22,"box":{"x":59,"y":501,"width":874,"height":13}},{"id":"448e2b10-018b-409b-9a71-16ade8ff97a9","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":22,"box":{"x":59,"y":516,"width":873,"height":13}},{"id":"537b224a-9990-47be-9218-7b6a58fcbcfc","block_type":"box","text":"particular risk factor.","page_number":22,"box":{"x":59,"y":531,"width":143,"height":13}},{"id":"d13b6404-c831-4e95-a819-f2398e86a4fb","block_type":"box","text":"Set forth below is more detailed information regarding the types of instruments in which the Fund may invest, strategies BFA","page_number":22,"box":{"x":59,"y":558,"width":874,"height":12}},{"id":"c460a636-9665-4b10-af5f-58976eadea11","block_type":"box","text":"may employ in pursuit of the Fund’s investment objective and related risks (either directly or through the Fund’s investments","page_number":22,"box":{"x":60,"y":573,"width":872,"height":12}},{"id":"0c9542a2-6177-4fc2-b503-8b93b19c8db7","block_type":"box","text":"in the Subsidiary).","page_number":22,"box":{"x":60,"y":588,"width":124,"height":13}},{"id":"41fdfff6-3f18-40ac-aa13-0e7f4b0cf679","block_type":"box","text":"Borrowing Risk.","page_number":22,"box":{"x":60,"y":615,"width":112,"height":12}},{"id":"65a05570-b912-43a6-a613-e83d18970892","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on a Fund’s portfolio.","page_number":22,"box":{"x":182,"y":615,"width":711,"height":12}},{"id":"122c6de4-0b63-445a-bb6f-cd044a9ec2b6","block_type":"box","text":"Borrowing will cause a Fund to incur interest expense and other fees. The costs of borrowing may reduce a Fund’s return.","page_number":22,"box":{"x":60,"y":630,"width":849,"height":12}},{"id":"4458ed6e-12a2-4eca-aa4d-0046712632f5","block_type":"box","text":"Borrowing may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.","page_number":22,"box":{"x":60,"y":645,"width":831,"height":12}},{"id":"605a02e8-16c9-4323-bde0-d1c8229bff89","block_type":"box","text":"Commodities Investment Risk.","page_number":22,"box":{"x":59,"y":671,"width":218,"height":10}},{"id":"369ce067-bdbb-4712-a775-3438aa0adbb1","block_type":"box","text":"Exposure to commodities markets may subject the Fund to greater volatility than","page_number":22,"box":{"x":287,"y":671,"width":566,"height":13}},{"id":"fd18eb73-7dd7-4aff-9f95-866618485fb1","block_type":"box","text":"investments in traditional securities. The commodities markets have experienced periods of extreme volatility. Similar future","page_number":22,"box":{"x":60,"y":686,"width":865,"height":13}},{"id":"ae50bc1c-774c-418d-b173-8352ea8ba403","block_type":"box","text":"market conditions may result in rapid and substantial valuation increases or decreases in the Fund’s holdings.","page_number":22,"box":{"x":60,"y":702,"width":765,"height":12}},{"id":"ee4ba3b7-8ecc-4226-9923-8ccbbd35b165","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity investment prices","page_number":22,"box":{"x":59,"y":728,"width":857,"height":12}},{"id":"67ac1810-e736-494e-932b-24c374eb5f28","block_type":"box","text":"are outside of the Fund’s control and may not be anticipated by BFA. Price movements may be influenced by, among other","page_number":22,"box":{"x":59,"y":743,"width":857,"height":12}},{"id":"5db23310-bd97-4a7d-9165-76e0d3e590de","block_type":"box","text":"things: governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; changing market and","page_number":22,"box":{"x":59,"y":758,"width":874,"height":13}},{"id":"851271f8-8e79-4f61-af02-a366d52ea7d7","block_type":"box","text":"economic conditions; market liquidity; weather and climate conditions, including droughts and floods; livestock disease;","page_number":22,"box":{"x":59,"y":773,"width":841,"height":13}},{"id":"bbebe06f-c1f6-45c8-8fef-d773c3e3b111","block_type":"box","text":"changing supply and demand relationships and levels of domestic production and imported commodities; changes in","page_number":22,"box":{"x":59,"y":788,"width":823,"height":13}},{"id":"737b65d9-d6d6-4af3-a2dc-43d069f79208","block_type":"box","text":"storage costs; the availability of local, intrastate and interstate transportation systems; energy conservation; the success of","page_number":22,"box":{"x":59,"y":804,"width":858,"height":12}},{"id":"32379af0-f9ce-423a-9fe4-c6e7c05760b5","block_type":"box","text":"exploration projects; changes in international balances of payments and trade; domestic and foreign rates of inflation;","page_number":22,"box":{"x":59,"y":819,"width":824,"height":12}},{"id":"2b618f06-8c41-4cfc-91fb-c4deedc6c227","block_type":"box","text":"currency devaluations and revaluations; domestic and foreign political and economic events; domestic and foreign interest","page_number":22,"box":{"x":59,"y":834,"width":859,"height":12}},{"id":"9af1ec97-b498-435d-8530-773a72d4ac1f","block_type":"box","text":"rates and/or investor expectations concerning interest rates; foreign currency/exchange rates; domestic and foreign","page_number":22,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"a55e179c-aa1d-4de8-8405-d35bed45fe5c","block_type":"box","text":"governmental regulation and taxation; war, acts of terrorism and other political upheaval and conflicts; governmental","page_number":22,"box":{"x":59,"y":864,"width":819,"height":12}},{"id":"a79b4152-7f37-4419-823f-69cbf27f6c2c","block_type":"box","text":"expropriation; investment and trading activities of mutual funds, hedge funds and commodities funds; and changes in","page_number":22,"box":{"x":59,"y":879,"width":827,"height":13}},{"id":"3dc73174-f6f0-4b84-acf5-f76e90cd6679","block_type":"box","text":"9","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"7159ffe5-7b5f-4e27-bbc6-624c5aa1ade3","block_type":"box","text":"philosophies and emotions of market participants. The frequency and magnitude of such changes cannot be predicted.","page_number":23,"box":{"x":59,"y":67,"width":836,"height":12}},{"id":"591df01c-bf8f-45d2-b750-2ef1300b5990","block_type":"box","text":"However, it is likely that current declines in trade relations between the U.S. and other countries and tariffs imposed by the","page_number":23,"box":{"x":60,"y":82,"width":852,"height":12}},{"id":"2d91f5f3-480e-483e-ae32-8bfb12dd46c1","block_type":"box","text":"U.S. on foreign products and by foreign countries on U.S. commodities will impact commodity prices.","page_number":23,"box":{"x":60,"y":97,"width":707,"height":12}},{"id":"225aa8e4-39d1-464c-83f5-8f3bca100aa2","block_type":"box","text":"The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or","page_number":23,"box":{"x":59,"y":123,"width":798,"height":13}},{"id":"e6d854d9-e711-4804-86d6-145da7842c35","block_type":"box","text":"consuming regions. Certain commodities or natural resources may be produced in a limited number of countries and may be","page_number":23,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"70f673b9-e6bd-4289-aa97-fcd6e5e548e2","block_type":"box","text":"controlled by a small number of producers or groups of producers. As a result, political, economic, regulatory and supply","page_number":23,"box":{"x":59,"y":154,"width":851,"height":12}},{"id":"bb3e1a09-00f4-4971-807b-afcbc0b05bff","block_type":"box","text":"related events in such countries could have a disproportionate impact on the prices of such commodities.","page_number":23,"box":{"x":60,"y":169,"width":738,"height":12}},{"id":"5cce6d8e-fc55-4abb-8b4e-bd1997ec4b41","block_type":"box","text":"A decrease in the production of a physical commodity or a decrease in the volume of such commodity available for","page_number":23,"box":{"x":59,"y":195,"width":805,"height":12}},{"id":"5de00c2f-0615-4a7c-ad93-12f5bc41cd6c","block_type":"box","text":"transportation, mining, processing, storage or distribution may adversely impact the financial performance of a commodity","page_number":23,"box":{"x":59,"y":210,"width":863,"height":13}},{"id":"ea2890f7-8b96-412a-bba6-65764bdafe26","block_type":"box","text":"or commodity-related company that devotes a portion of its business to that commodity. Production declines and volume","page_number":23,"box":{"x":59,"y":225,"width":854,"height":13}},{"id":"0462d209-ef9f-4018-814b-6ffab8f8c3f9","block_type":"box","text":"decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources,","page_number":23,"box":{"x":59,"y":240,"width":844,"height":13}},{"id":"7e4ff762-7e6a-456b-bdd2-1f41a9a41724","block_type":"box","text":"labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance","page_number":23,"box":{"x":60,"y":256,"width":820,"height":12}},{"id":"13fa44f0-c3c8-47f0-9162-9c2d999cfcff","block_type":"box","text":"problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition","page_number":23,"box":{"x":59,"y":271,"width":842,"height":12}},{"id":"d6964052-c8b3-4d7c-aa6e-32229e948a6a","block_type":"box","text":"from alternative energy sources or commodity prices. Agricultural commodities may be adversely affected by weather or","page_number":23,"box":{"x":59,"y":286,"width":845,"height":12}},{"id":"e2f2f83f-0058-4319-82d5-f11188319bfb","block_type":"box","text":"other natural phenomena, such as drought, floods and pests.","page_number":23,"box":{"x":59,"y":301,"width":428,"height":12}},{"id":"70ba4f1d-bed4-4087-91d6-ae6caa3847bf","block_type":"box","text":"A sustained decline in demand for such commodities could also adversely affect the financial performance of commodity","page_number":23,"box":{"x":59,"y":327,"width":855,"height":13}},{"id":"cba823dc-e49a-4b0a-b4c0-2e96c194ed4c","block_type":"box","text":"related companies. Factors that could lead to a decline in demand include economic recession or other adverse economic","page_number":23,"box":{"x":60,"y":343,"width":851,"height":12}},{"id":"8ac52148-7d95-43a4-9622-88db0c3e2ab8","block_type":"box","text":"conditions, higher taxes on commodities or increased governmental regulations, increases in fuel economy, consumer shifts","page_number":23,"box":{"x":59,"y":358,"width":869,"height":12}},{"id":"5e7b4fb7-c873-4bbb-a0a0-34a09e0df78c","block_type":"box","text":"to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.","page_number":23,"box":{"x":59,"y":373,"width":670,"height":12}},{"id":"128153b1-2733-4fb5-a191-ebbdc00bed0b","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of","page_number":23,"box":{"x":59,"y":399,"width":840,"height":13}},{"id":"e29e8084-0209-4e79-8559-c1c13fffc67d","block_type":"box","text":"liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some","page_number":23,"box":{"x":60,"y":414,"width":847,"height":13}},{"id":"a8a1ece1-66bb-4c2f-ab0c-da898132e6de","block_type":"box","text":"foreign exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day","page_number":23,"box":{"x":59,"y":429,"width":822,"height":13}},{"id":"d27af827-30e8-4212-8a6b-6256081aa10b","block_type":"box","text":"(generally referred to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these","page_number":23,"box":{"x":60,"y":445,"width":852,"height":12}},{"id":"efc83b26-1b1f-4449-a961-d7e712e4c422","block_type":"box","text":"limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made","page_number":23,"box":{"x":60,"y":460,"width":830,"height":12}},{"id":"215a44b0-b7c2-4e56-ab61-921adfe7d708","block_type":"box","text":"beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of","page_number":23,"box":{"x":60,"y":475,"width":859,"height":12}},{"id":"0eae7f32-9db2-4ccc-87b5-a80ef04e03cf","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":23,"box":{"x":59,"y":490,"width":317,"height":12}},{"id":"53b2e1e1-16df-45db-bbcc-31491bee71a6","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":23,"box":{"x":59,"y":516,"width":260,"height":13}},{"id":"d71d26a3-61c6-4974-b582-ca6278c94e3a","block_type":"box","text":"The value of a commodity-linked derivative instrument typically is based upon the","page_number":23,"box":{"x":328,"y":516,"width":574,"height":13}},{"id":"3a62673b-2a6c-4aab-8946-1ca713016899","block_type":"box","text":"price movements of a commodity or an economic variable linked to such price movements. Therefore, the value of","page_number":23,"box":{"x":59,"y":531,"width":804,"height":13}},{"id":"768e924e-4fb7-4da9-891d-c521aa67d219","block_type":"box","text":"commodity-linked derivative instruments may be affected by changes in overall economic conditions, in interest rates, or","page_number":23,"box":{"x":59,"y":547,"width":846,"height":12}},{"id":"88077258-b279-4de9-af8c-893c448f754b","block_type":"box","text":"factors affecting a particular commodity or industry, such as production, disease, climate conditions, supply or demand,","page_number":23,"box":{"x":59,"y":562,"width":839,"height":12}},{"id":"c6da1232-bbcf-4344-9237-861db5291c30","block_type":"box","text":"politics, geopolitics, changes in international balance of payments and trade, currency devaluations and revaluations, market","page_number":23,"box":{"x":59,"y":577,"width":873,"height":12}},{"id":"37de30aa-6205-442e-b7bb-1a9a28a97d0b","block_type":"box","text":"liquidity, and economic and regulatory developments. The prices of commodity-related investments may fluctuate quickly","page_number":23,"box":{"x":60,"y":592,"width":854,"height":12}},{"id":"4e6c51f4-3de9-44b1-9a47-677bc412fd0e","block_type":"box","text":"and dramatically and may or may not correlate to price movements in other asset classes, such as stocks, bonds and cash. A","page_number":23,"box":{"x":59,"y":607,"width":873,"height":12}},{"id":"375a709d-4870-48e5-838e-9bcb7b4c32cd","block_type":"box","text":"highly liquid secondary market may not exist for certain commodity-linked derivatives, and there can be no assurance that","page_number":23,"box":{"x":60,"y":622,"width":857,"height":13}},{"id":"c26b3bf6-37ac-4e2c-ab28-84a6feb04465","block_type":"box","text":"one will develop. Commodity derivatives are subject to the risk that the counterparty to the transaction may default or","page_number":23,"box":{"x":59,"y":637,"width":827,"height":13}},{"id":"085ad166-cab3-472b-8ca8-b04a7ca4f0e4","block_type":"box","text":"otherwise fail to perform. The Fund’s use of commodity-linked derivatives can result in large amounts of financial leverage.","page_number":23,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"e1bd04e4-68eb-424a-a18a-b4bb5fd5c5b9","block_type":"box","text":"Although the Fund will not borrow money in order to increase the amount of its trading, the low margin deposits normally","page_number":23,"box":{"x":59,"y":668,"width":858,"height":12}},{"id":"d86341b7-3d78-4600-8ad7-25a948918270","block_type":"box","text":"required in futures trading permit a high degree of leverage on the investment itself. Accordingly, a relatively small price","page_number":23,"box":{"x":60,"y":683,"width":834,"height":12}},{"id":"3ccc8355-23f0-48a9-94ee-c404aeffdfad","block_type":"box","text":"movement in a futures contract may result in immediate and substantial losses to the Fund. Like other leveraged","page_number":23,"box":{"x":60,"y":698,"width":786,"height":12}},{"id":"9aa8db8f-6bc2-4239-9f97-5a4740f63968","block_type":"box","text":"investments, any trade may result in losses in excess of the amount invested. These factors and events could have a","page_number":23,"box":{"x":60,"y":713,"width":808,"height":12}},{"id":"5b698997-6e63-496b-a2a2-de76f4ae16de","block_type":"box","text":"significant negative impact on the Fund.","page_number":23,"box":{"x":59,"y":728,"width":281,"height":12}},{"id":"fc2b1927-bc8e-4c75-8356-681406663758","block_type":"box","text":"Currency Risk.","page_number":23,"box":{"x":59,"y":754,"width":104,"height":13}},{"id":"c3e2ce19-9942-48f8-a391-a2e487cef244","block_type":"box","text":"Because a Fund’s NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency","page_number":23,"box":{"x":173,"y":754,"width":757,"height":13}},{"id":"8a1ab242-81a4-48c2-9754-586e1f5f7bc5","block_type":"box","text":"of a non-U.S. market in which a Fund invests depreciates against the U.S. dollar, even if the local currency value of the Fund’s","page_number":23,"box":{"x":59,"y":770,"width":873,"height":12}},{"id":"2d80074a-0f16-418b-acad-540f3002cb08","block_type":"box","text":"holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security","page_number":23,"box":{"x":60,"y":785,"width":808,"height":12}},{"id":"795da0fc-311c-416e-b017-055dd4690a15","block_type":"box","text":"denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar","page_number":23,"box":{"x":59,"y":800,"width":861,"height":12}},{"id":"65433af3-aefe-42fb-80e3-fb24f6d7266b","block_type":"box","text":"decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is","page_number":23,"box":{"x":59,"y":815,"width":853,"height":12}},{"id":"e01aa14d-605a-4bda-a624-81b098fc65bf","block_type":"box","text":"worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for","page_number":23,"box":{"x":59,"y":830,"width":864,"height":12}},{"id":"07cd7dfb-c70f-4b39-a40f-74a958d975b0","block_type":"box","text":"U.S. investors, while a weak U.S. dollar will increase those returns.","page_number":23,"box":{"x":60,"y":845,"width":457,"height":12}},{"id":"176e5869-9b15-44db-9aeb-d6137964b83a","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":23,"box":{"x":60,"y":872,"width":878,"height":12}},{"id":"58bb52b7-6efc-41bc-82e1-a0af9cdfbd71","block_type":"box","text":"effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":23,"box":{"x":59,"y":887,"width":847,"height":12}},{"id":"4d4c2002-bfc1-4fd5-b8ab-8cdaf810abf5","block_type":"box","text":"10","page_number":23,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"f7d18523-bff4-4fe5-87fc-e8c61c48e948","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. If BFA utilizes foreign exchange","page_number":24,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"f71a7916-f7f1-4fc5-a4a7-afc3e4171a13","block_type":"box","text":"transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange","page_number":24,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"c2bea4d1-8337-4fa1-8a70-d38d6e462e54","block_type":"box","text":"transactions may not serve their intended purpose of improving a Fund’s performance and may lower a Fund’s return. A","page_number":24,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"3dd6a3a2-275f-4599-9cb1-18cef871a90a","block_type":"box","text":"Fund could experience losses if the value of its currency positions are poorly correlated with its other investments or if it","page_number":24,"box":{"x":60,"y":112,"width":839,"height":12}},{"id":"e0845a58-788d-40ed-97b7-71d860bd8f7c","block_type":"box","text":"cannot close out its positions because of an illiquid market. In addition, a Fund could incur transaction costs, including","page_number":24,"box":{"x":59,"y":127,"width":830,"height":12}},{"id":"08cd5ffc-8e6b-4caa-9982-c88e5ed79c24","block_type":"box","text":"trading commissions, in connection with certain non-U.S. currency transactions.","page_number":24,"box":{"x":59,"y":142,"width":563,"height":13}},{"id":"f2b37a00-29f7-45d9-8066-b2b8e674815f","block_type":"box","text":"Energy Commodities Risk.","page_number":24,"box":{"x":60,"y":169,"width":187,"height":12}},{"id":"7e605b50-2e0c-4591-a56e-af29c15a3c99","block_type":"box","text":"Through its exposure to energy commodities, the Fund is subject to the risks of the energy sector","page_number":24,"box":{"x":256,"y":169,"width":683,"height":12}},{"id":"e90937c3-ee41-4093-808b-e6b1c286f7da","block_type":"box","text":"and companies engaged in energy production and exploration. The energy sector and the price of energy commodity futures","page_number":24,"box":{"x":59,"y":184,"width":876,"height":12}},{"id":"96380bb9-7eda-41da-9d93-792b4edd1650","block_type":"box","text":"and other instruments may be adversely affected by changes to or trends that affect commodity prices, the imposition of","page_number":24,"box":{"x":59,"y":199,"width":848,"height":12}},{"id":"f9099572-5ae9-45b2-9b98-d30e79de6a12","block_type":"box","text":"import and export controls, and government regulations related to environmental protection, health and safety. Energy","page_number":24,"box":{"x":60,"y":214,"width":831,"height":12}},{"id":"7bd5bd9a-f443-46b7-b2f0-22e68f9602ff","block_type":"box","text":"commodities have had significant price swings in recent years and may experience significant volatility. Energy commodities","page_number":24,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"5e3002d1-1709-4615-be52-56574a669b2c","block_type":"box","text":"may also be subject to control by large producers or purchasers and their prices may fluctuate widely due to supply and","page_number":24,"box":{"x":60,"y":244,"width":837,"height":13}},{"id":"e5effbc7-12fe-4ed4-8090-36efa9b1ebe5","block_type":"box","text":"demand. As a result, the price of an energy commodity could decline, which would negatively impact the Fund if it had","page_number":24,"box":{"x":59,"y":259,"width":832,"height":13}},{"id":"cc46776e-16f4-4b91-9b31-3d68871021c4","block_type":"box","text":"exposure to that commodity. In addition, companies in the energy sector and the price of energy commodity futures may be","page_number":24,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"a675da96-a17f-4ef1-8902-a47e884e4dfd","block_type":"box","text":"impacted by economic conditions, technological developments, competition from alternative energy sources, and potential","page_number":24,"box":{"x":60,"y":290,"width":861,"height":12}},{"id":"c18dd553-c23d-4c0b-9f07-9fbe0e57ac21","block_type":"box","text":"civil liabilities, such as environmental damage claims.","page_number":24,"box":{"x":59,"y":305,"width":371,"height":12}},{"id":"61074d48-6f1e-4160-9455-ace29b252a99","block_type":"box","text":"Illiquid Investments Risk.","page_number":24,"box":{"x":60,"y":331,"width":178,"height":13}},{"id":"ba9c65b0-19df-4e98-84de-1485ef3fb3f3","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":24,"box":{"x":247,"y":331,"width":651,"height":13}},{"id":"00d21e58-d9cb-4918-b869-822384b9deb4","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":24,"box":{"x":59,"y":346,"width":856,"height":13}},{"id":"19946910-c581-4fd6-a6fd-865a22f24a72","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":24,"box":{"x":60,"y":361,"width":859,"height":13}},{"id":"4a2cb38b-6260-4cfb-b361-4bcedff2ec9b","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":24,"box":{"x":59,"y":377,"width":820,"height":12}},{"id":"fe83521e-8fe9-41da-a531-9a08f62b216b","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":24,"box":{"x":60,"y":392,"width":817,"height":12}},{"id":"2493bf7c-c311-42e9-b731-5b15dd831c2c","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":24,"box":{"x":60,"y":407,"width":856,"height":12}},{"id":"89947997-5724-4c5e-bc25-2d16fde4e86b","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":24,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"4b86a2d2-a985-4bb0-b878-08de0ab7b756","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":24,"box":{"x":60,"y":437,"width":790,"height":12}},{"id":"5ab5b5ed-ca73-4c06-8341-466525836daa","block_type":"box","text":"Infectious Illness Risk.","page_number":24,"box":{"x":60,"y":463,"width":158,"height":10}},{"id":"8c1e644c-d98e-4a2c-a4c8-6bc75dd663e6","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":24,"box":{"x":227,"y":463,"width":708,"height":13}},{"id":"8688f6bb-dbf2-4e3e-ba25-e87f939fd5d9","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":24,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"b8414a3e-87be-48cf-b196-4b87c3872eb9","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":24,"box":{"x":59,"y":494,"width":872,"height":12}},{"id":"6a6f5b69-ad5b-4e70-811d-2751ff927d03","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":24,"box":{"x":60,"y":509,"width":838,"height":12}},{"id":"882d629e-d376-4a11-85b9-6f24cffdd410","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":24,"box":{"x":59,"y":524,"width":851,"height":12}},{"id":"7dfa6322-f7d8-4137-b4ea-61262e1dc119","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":24,"box":{"x":59,"y":539,"width":865,"height":12}},{"id":"265f99fe-47ed-4c73-8143-d1c21071aa0d","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":24,"box":{"x":59,"y":554,"width":864,"height":13}},{"id":"2f0290b4-3c62-4e77-aa6b-58866c945150","block_type":"box","text":"could be present for an extended period of time.","page_number":24,"box":{"x":59,"y":569,"width":337,"height":13}},{"id":"03736b20-30ea-46d3-b7f8-f6becb3e9ba0","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":24,"box":{"x":60,"y":596,"width":845,"height":12}},{"id":"91b002eb-58e6-473b-9a5c-0605f460dbe1","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":24,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"d65bdabe-72c6-42d1-b863-09c691a8476c","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":24,"box":{"x":59,"y":626,"width":861,"height":12}},{"id":"4affc92b-87d0-4180-babf-0f9d081ed044","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":24,"box":{"x":59,"y":641,"width":854,"height":12}},{"id":"92ad84d6-418a-4b73-b93b-5eda6b27b0ea","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":24,"box":{"x":59,"y":656,"width":832,"height":13}},{"id":"da941c75-e193-475a-a9a6-2eba3fe01ccb","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":24,"box":{"x":59,"y":671,"width":820,"height":13}},{"id":"f33a1a56-c3e3-45ec-a9bc-f514e8fe58d5","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":24,"box":{"x":59,"y":686,"width":846,"height":13}},{"id":"a708fe42-4301-4d01-b3ff-80dfe9122412","block_type":"box","text":"investments.","page_number":24,"box":{"x":60,"y":703,"width":87,"height":8}},{"id":"1a9a7d86-feea-41e3-b049-950ec8aae105","block_type":"box","text":"Investment Companies.","page_number":24,"box":{"x":60,"y":729,"width":168,"height":11}},{"id":"b7f2bf09-3262-4667-ac2b-ac1ff90c940d","block_type":"box","text":"The Fund may invest in the securities of other investment companies (including money market","page_number":24,"box":{"x":237,"y":728,"width":664,"height":12}},{"id":"cd556d67-8449-47c0-bc2b-a5ecef24e57b","block_type":"box","text":"funds) to the extent allowed by law. Under the 1940 Act, the Fund’s investment in investment companies is limited to, subject","page_number":24,"box":{"x":59,"y":743,"width":878,"height":12}},{"id":"8ce6505b-eeaf-4679-90ca-695aedc33177","block_type":"box","text":"to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total","page_number":24,"box":{"x":59,"y":758,"width":872,"height":13}},{"id":"6bd1af44-d0da-4fbe-9250-77a8f5895a74","block_type":"box","text":"assets with respect to any one investment company, and (iii) 10% of the Fund’s total assets with respect to investment","page_number":24,"box":{"x":59,"y":773,"width":831,"height":13}},{"id":"51cd2843-7183-4f7a-8387-1462ed1d16c2","block_type":"box","text":"companies in the aggregate. To the extent allowed by law or regulation, the Fund may invest its assets in securities of","page_number":24,"box":{"x":59,"y":788,"width":822,"height":13}},{"id":"f29adf09-f5b5-4c68-b515-b95be4199131","block_type":"box","text":"investment companies that are money market funds, including those advised by BFA or otherwise affiliated with BFA, in","page_number":24,"box":{"x":60,"y":804,"width":834,"height":12}},{"id":"917abf16-2a67-422e-9c62-0ac7fbc52135","block_type":"box","text":"excess of the limits discussed above. Investment companies in which the Fund invests can be expected to incur fees and","page_number":24,"box":{"x":59,"y":819,"width":842,"height":12}},{"id":"33a0096a-9082-4667-bc15-421cfae4048d","block_type":"box","text":"expenses for operations, such as investment advisory and administration fees, that would be in addition to those incurred by","page_number":24,"box":{"x":59,"y":834,"width":872,"height":12}},{"id":"88377024-ad17-42c6-9568-63adf36d50ab","block_type":"box","text":"the Fund.","page_number":24,"box":{"x":59,"y":849,"width":65,"height":10}},{"id":"47574f8e-02ab-47a7-a84e-046312030cb7","block_type":"box","text":"11","page_number":24,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"c77f5d7d-a4e9-4415-b3d5-d4f6628e46e7","block_type":"box","text":"Money Market Instruments Risk.","page_number":25,"box":{"x":59,"y":67,"width":235,"height":12}},{"id":"4445b7b1-c5cb-4454-8ffc-d829d1dd94b1","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":25,"box":{"x":302,"y":67,"width":629,"height":12}},{"id":"ef735cc3-1434-48ec-9a4f-78fedab5268e","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":25,"box":{"x":59,"y":82,"width":843,"height":12}},{"id":"e776c801-8e36-4b42-b181-86e0292f1dc8","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":25,"box":{"x":60,"y":97,"width":835,"height":12}},{"id":"e3f4ae7a-20ee-4f6d-b842-7374992b3e1b","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":25,"box":{"x":60,"y":112,"width":873,"height":12}},{"id":"578dbbeb-2f05-4d5e-8b0d-2a47f74e0b21","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":25,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"4d22aaa7-374d-490c-b50f-b244acd3fe75","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":25,"box":{"x":59,"y":142,"width":708,"height":13}},{"id":"9b8d4db4-617a-41f9-acdc-e713b472c25b","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":25,"box":{"x":60,"y":169,"width":156,"height":9}},{"id":"c4312d17-e612-47fd-ba26-d4321a22fc55","block_type":"box","text":"Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These","page_number":25,"box":{"x":225,"y":169,"width":701,"height":12}},{"id":"b3bffdc2-d27a-41d2-be1c-5dbda471aa3f","block_type":"box","text":"risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or","page_number":25,"box":{"x":60,"y":184,"width":810,"height":12}},{"id":"4e5a685d-bde7-4db2-a7f2-3f6bcceae6dd","block_type":"box","text":"confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect","page_number":25,"box":{"x":59,"y":199,"width":868,"height":12}},{"id":"e93b8f18-0d06-4c5c-92b9-36ba1399d67f","block_type":"box","text":"U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of","page_number":25,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"0d8a2f4b-76e3-4052-9dd3-a989675c8817","block_type":"box","text":"international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the","page_number":25,"box":{"x":60,"y":229,"width":862,"height":12}},{"id":"a1f168b9-3ac8-4b35-872c-84247bfc5057","block_type":"box","text":"Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S.","page_number":25,"box":{"x":60,"y":244,"width":827,"height":13}},{"id":"d403d2f1-e854-4ef9-b406-46e0ba52a012","block_type":"box","text":"economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product,","page_number":25,"box":{"x":59,"y":259,"width":873,"height":13}},{"id":"aa9f1645-5165-478d-b17c-4981abbc6892","block_type":"box","text":"rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political,","page_number":25,"box":{"x":60,"y":274,"width":829,"height":13}},{"id":"52695281-90ef-4fe9-a5b5-1e239c078b10","block_type":"box","text":"economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and","page_number":25,"box":{"x":59,"y":290,"width":819,"height":12}},{"id":"c8868268-85da-48c4-bd7c-68206bb1d5f0","block_type":"box","text":"interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S.","page_number":25,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"13d214a3-f9f9-4344-92d2-b3712c8b3571","block_type":"box","text":"issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local","page_number":25,"box":{"x":60,"y":320,"width":830,"height":12}},{"id":"be69722f-85a3-409e-94a8-485fe921e9f4","block_type":"box","text":"currency against the U.S. dollar.","page_number":25,"box":{"x":59,"y":335,"width":220,"height":12}},{"id":"017b81ff-3abc-4302-8edb-f28d14cd9abe","block_type":"box","text":"Operational and Technology Risks.","page_number":25,"box":{"x":59,"y":361,"width":251,"height":13}},{"id":"1f1ef9ac-6da4-418e-8031-c687cb942c52","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":25,"box":{"x":318,"y":361,"width":594,"height":13}},{"id":"4986c697-56ef-40ed-a060-7ad74a59034e","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":25,"box":{"x":59,"y":377,"width":875,"height":12}},{"id":"468e6c69-f030-45b7-b78e-fbd35bea8a1e","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":25,"box":{"x":59,"y":392,"width":864,"height":12}},{"id":"e9c4367d-3ff7-43a0-bb0d-07b8d3e8ffe9","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":25,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"a6e81ec2-0b39-48dc-8244-90ce87086bed","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":25,"box":{"x":59,"y":422,"width":876,"height":12}},{"id":"dd006182-e3ec-4a45-86fa-182a337b64d0","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":25,"box":{"x":59,"y":437,"width":853,"height":12}},{"id":"ec4b60e8-68c9-403b-8310-619ebceeba9d","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":25,"box":{"x":59,"y":452,"width":859,"height":12}},{"id":"0123fdaa-407c-49c6-b981-61dfa3e723ed","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":25,"box":{"x":60,"y":467,"width":852,"height":13}},{"id":"d867640f-1b20-4ab5-8d9a-3b7eb7cbe5f3","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":25,"box":{"x":60,"y":482,"width":770,"height":13}},{"id":"dc644ad9-f880-4670-a553-a00968411956","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":25,"box":{"x":59,"y":509,"width":863,"height":12}},{"id":"79a2bd88-4551-4e79-b532-4801066f7057","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":25,"box":{"x":59,"y":524,"width":815,"height":12}},{"id":"6877757c-0bf0-4be6-8d48-ccbb01b6ec1e","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":25,"box":{"x":60,"y":539,"width":807,"height":12}},{"id":"dc435fef-363b-41d0-9e2f-b442209c85d8","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":25,"box":{"x":59,"y":554,"width":863,"height":13}},{"id":"dd40ca30-ddb0-4337-b03b-53f35fba9066","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":25,"box":{"x":59,"y":569,"width":798,"height":13}},{"id":"81b4574f-fa99-492d-a0d6-b755fb111091","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":25,"box":{"x":60,"y":584,"width":815,"height":13}},{"id":"6a1c9220-f3dd-4eee-88fe-38027ba66992","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":25,"box":{"x":59,"y":600,"width":831,"height":12}},{"id":"0a1fcc57-7c94-47ef-9d3f-59a6bcf13a50","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":25,"box":{"x":59,"y":615,"width":874,"height":12}},{"id":"5f78bb1c-5693-4153-b6d2-7a4ee3dc2563","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":25,"box":{"x":59,"y":630,"width":876,"height":12}},{"id":"f8ff451f-dddf-482c-8e56-c9008adf5ede","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":25,"box":{"x":60,"y":645,"width":857,"height":12}},{"id":"fb4c367b-6a03-4c43-8a6f-f9ac3619dbf0","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":25,"box":{"x":60,"y":660,"width":863,"height":12}},{"id":"689d9981-a3af-407f-9e2e-0d7937d99b65","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":25,"box":{"x":59,"y":675,"width":872,"height":12}},{"id":"53c436fd-2aeb-41a8-a468-c726262f65e8","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":25,"box":{"x":60,"y":690,"width":849,"height":13}},{"id":"cb75539b-9ea2-4785-b762-d14894d5564b","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":25,"box":{"x":60,"y":705,"width":821,"height":13}},{"id":"ca7511fd-7ad3-41a8-a441-943650035ad7","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":25,"box":{"x":60,"y":720,"width":863,"height":13}},{"id":"4a2caa63-c2fe-48ba-9c87-6ee52259c4a5","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":25,"box":{"x":59,"y":736,"width":838,"height":12}},{"id":"d10520f3-0654-418e-8989-c330f0dca6db","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":25,"box":{"x":59,"y":751,"width":847,"height":12}},{"id":"b1502661-ee5e-4ca2-a2e2-085528a633c1","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":25,"box":{"x":59,"y":766,"width":875,"height":12}},{"id":"805a294e-0cf8-46df-b36e-5a42ef1d4513","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":25,"box":{"x":59,"y":781,"width":798,"height":12}},{"id":"982d1898-b3c7-4170-b478-a2339402e63e","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":25,"box":{"x":60,"y":796,"width":807,"height":12}},{"id":"fad9939f-941f-41a1-9cc6-bc6f55eeb733","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":25,"box":{"x":59,"y":811,"width":832,"height":13}},{"id":"f52ff554-6a88-4b23-949f-b7586fcc716f","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":25,"box":{"x":59,"y":826,"width":877,"height":13}},{"id":"0be4b1a5-e426-4719-b4e1-04eea029e539","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":25,"box":{"x":59,"y":841,"width":381,"height":13}},{"id":"43b03c5b-66b9-482b-9a75-108a04aa4358","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":25,"box":{"x":59,"y":868,"width":846,"height":12}},{"id":"099066a0-945c-4a02-bfb6-018dc030ecf9","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":25,"box":{"x":60,"y":883,"width":872,"height":12}},{"id":"24c05c06-b015-4c9a-9adb-e83bd150a2f3","block_type":"box","text":"12","page_number":25,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"0e36858d-6115-4bea-9fcf-ae0e9fb57b69","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":26,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"ccdab7ae-4a32-492f-b130-6c58429d8482","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":26,"box":{"x":60,"y":82,"width":836,"height":12}},{"id":"1e2cedf6-3e54-4945-8b76-cfdda9b21e72","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":26,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"211ed19a-5cbf-4ec0-b2e1-409f589f444a","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":26,"box":{"x":59,"y":112,"width":862,"height":12}},{"id":"780bbd38-1e19-4d61-84a2-311bc1059dde","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":26,"box":{"x":60,"y":127,"width":864,"height":12}},{"id":"aa5f6234-2592-448b-b539-baec88d87c40","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":26,"box":{"x":59,"y":142,"width":824,"height":13}},{"id":"5b790337-ed19-40b0-80cf-f58bb83c09ba","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":26,"box":{"x":60,"y":157,"width":868,"height":13}},{"id":"5ee093f7-ee91-4182-8fe7-0c5ec6994eb1","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":26,"box":{"x":59,"y":172,"width":661,"height":13}},{"id":"4a9c9330-fed6-42b1-ba0d-343ad7e82bcf","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":26,"box":{"x":60,"y":199,"width":858,"height":12}},{"id":"3e821a5f-588d-498f-aa1a-d40c60151553","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":26,"box":{"x":59,"y":214,"width":852,"height":12}},{"id":"6f5bdf8f-4f00-476e-837f-f25a66a6afc7","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":26,"box":{"x":59,"y":229,"width":807,"height":12}},{"id":"affef1c7-1f3d-4f5a-b854-dea14f5a4b32","block_type":"box","text":"implement required changes.","page_number":26,"box":{"x":60,"y":244,"width":203,"height":13}},{"id":"c39cbbd5-ee4e-4be0-aa33-0f1e58d33f4e","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":26,"box":{"x":60,"y":271,"width":244,"height":12}},{"id":"7df13c1d-52df-49d4-ba2b-acecaed83e6b","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":26,"box":{"x":312,"y":271,"width":598,"height":12}},{"id":"6efa84cf-55ec-4098-8494-9b850f77c119","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":26,"box":{"x":59,"y":286,"width":839,"height":12}},{"id":"83c14408-453a-446f-85c2-0c857abc11ae","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":26,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"29431c40-4d32-4828-8054-04990ad6bbee","block_type":"box","text":"has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD LIBOR settings will","page_number":26,"box":{"x":60,"y":316,"width":835,"height":12}},{"id":"e668674b-9c25-441d-85e8-1b346b47edcb","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":26,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"2a5df1af-375c-4221-9254-a1a10cbc6118","block_type":"box","text":"Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by U.S.","page_number":26,"box":{"x":59,"y":346,"width":862,"height":13}},{"id":"d7446d2d-0dca-4d0f-af22-498eb2166ca3","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":26,"box":{"x":59,"y":361,"width":871,"height":13}},{"id":"19c4b7c7-6cc3-4632-93d3-a7d4231e7ea9","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":26,"box":{"x":59,"y":377,"width":865,"height":12}},{"id":"447b1309-1e54-4f97-8b32-d1f7abc4f6d5","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":26,"box":{"x":60,"y":392,"width":565,"height":12}},{"id":"7fafea02-855c-4445-9524-a35e31c09008","block_type":"box","text":"Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. While some existing LIBOR","page_number":26,"box":{"x":60,"y":418,"width":841,"height":12}},{"id":"1bee46ab-5d91-4ae6-be54-84ac3508e688","block_type":"box","text":"based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting","page_number":26,"box":{"x":60,"y":433,"width":876,"height":13}},{"id":"52f02645-093b-4179-8b27-0d9965031de9","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":26,"box":{"x":60,"y":448,"width":836,"height":13}},{"id":"0a50efaa-f7b2-413e-b600-b08f0d8f6f50","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":26,"box":{"x":60,"y":463,"width":843,"height":13}},{"id":"00e5cf02-3bf3-4abf-9ec1-49ba488f4ed5","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":26,"box":{"x":60,"y":479,"width":822,"height":12}},{"id":"f9f685f1-560a-4c85-863b-9981d7dea128","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":26,"box":{"x":60,"y":494,"width":820,"height":12}},{"id":"ae132c1c-126c-4780-bd52-11b65e8b7819","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":26,"box":{"x":59,"y":509,"width":854,"height":12}},{"id":"1262044b-750c-4c6a-8943-09b2d1255c1d","block_type":"box","text":"Fund may have instruments linked to other interbank offered rates that may also cease to be published in the future.","page_number":26,"box":{"x":60,"y":524,"width":812,"height":12}},{"id":"022e0db4-b94c-4739-a43b-120a44f58b5c","block_type":"box","text":"Risk of Derivatives.","page_number":26,"box":{"x":60,"y":550,"width":135,"height":10}},{"id":"2f509556-857d-46c1-a7fd-4b9ee1df6563","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":26,"box":{"x":204,"y":550,"width":700,"height":13}},{"id":"0c2417cb-45e5-4f62-8829-73c4140b0442","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":26,"box":{"x":60,"y":566,"width":877,"height":12}},{"id":"2b137c90-2969-408f-b5f2-56ea59534721","block_type":"box","text":"such as the S&P 500","page_number":26,"box":{"x":59,"y":581,"width":143,"height":9}},{"id":"a4f3de4e-b6e1-424d-8c32-85b2f5f84d7e","block_type":"box","text":"®","page_number":26,"box":{"x":203,"y":579,"width":9,"height":6}},{"id":"2e154bcc-1c2a-4155-b4ca-26bab19fc375","block_type":"box","text":"or the prime lending rate). The Fund will invest in a combination of exchange-traded commodity","page_number":26,"box":{"x":217,"y":581,"width":677,"height":12}},{"id":"fd5c4728-a46a-48e1-ba25-e5c23c126747","block_type":"box","text":"futures contracts, exchange-traded options on futures contracts and exchange-cleared swaps. Compared to securities,","page_number":26,"box":{"x":59,"y":596,"width":832,"height":12}},{"id":"9b6187d0-621f-403d-91cf-df30f479ef76","block_type":"box","text":"derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus the Fund’s","page_number":26,"box":{"x":59,"y":611,"width":866,"height":12}},{"id":"322c7e7c-9390-40b1-9563-03ac90e62878","block_type":"box","text":"losses may be greater if it invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to","page_number":26,"box":{"x":60,"y":626,"width":872,"height":12}},{"id":"dd0a6c73-fc29-400c-b4ef-007620b9962d","block_type":"box","text":"counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives","page_number":26,"box":{"x":59,"y":641,"width":875,"height":12}},{"id":"1436c610-4ef4-4ae0-a198-e7f698962bed","block_type":"box","text":"generally involve the incurrence of leverage.","page_number":26,"box":{"x":59,"y":656,"width":305,"height":13}},{"id":"b3e89bad-9a1a-4596-8837-f8da44f26e30","block_type":"box","text":"When a derivative is used as a hedge against a position that the Fund holds or is committed to purchase, any loss generated","page_number":26,"box":{"x":59,"y":683,"width":868,"height":12}},{"id":"fdd91a31-a447-476d-be82-2e8d2782dd19","block_type":"box","text":"by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging","page_number":26,"box":{"x":60,"y":698,"width":856,"height":12}},{"id":"805cd0cb-c4b3-48c5-8f9f-42ad857ddfa8","block_type":"box","text":"can reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are","page_number":26,"box":{"x":59,"y":713,"width":853,"height":12}},{"id":"67b1588b-9ed7-4d70-8239-e6cc05a39260","block_type":"box","text":"not offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject","page_number":26,"box":{"x":60,"y":728,"width":872,"height":12}},{"id":"a4a01567-3942-46fe-acf7-2b6bf7c68a47","block_type":"box","text":"to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s","page_number":26,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"62cd179d-2b04-4250-a084-200e6214f673","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":26,"box":{"x":60,"y":758,"width":557,"height":13}},{"id":"84450d14-f7ee-4435-8649-c378431f71b4","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":26,"box":{"x":60,"y":785,"width":381,"height":12}},{"id":"8d1ad679-aa97-4653-92b6-dd33a3c11d52","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":26,"box":{"x":450,"y":785,"width":433,"height":12}},{"id":"bac92f73-ca22-420e-b61d-62a32949e7ca","block_type":"box","text":"contracts and options on futures contracts. A position in futures contracts and options on futures contracts may be closed","page_number":26,"box":{"x":59,"y":800,"width":859,"height":12}},{"id":"955dd329-0eb9-4e30-b65a-56f2f9ba46f1","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While the Fund plans to utilize futures","page_number":26,"box":{"x":59,"y":815,"width":819,"height":12}},{"id":"ad22a701-8d80-42f6-b52b-b88c7856fde1","block_type":"box","text":"contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will exist for the","page_number":26,"box":{"x":59,"y":830,"width":821,"height":12}},{"id":"72dd8036-d83e-4344-8360-e4eb252cd764","block_type":"box","text":"contract at a specified time. In the event of adverse price movements, the Fund would continue to be required to make daily","page_number":26,"box":{"x":59,"y":845,"width":868,"height":13}},{"id":"f24d8e16-e652-49eb-8407-851fb7a51ee9","block_type":"box","text":"13","page_number":26,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"b39514bd-6eeb-4eab-8695-e19a15485835","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell","page_number":27,"box":{"x":59,"y":67,"width":822,"height":12}},{"id":"44d5f21f-ccd2-415a-a6fc-dbe51acd6643","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund","page_number":27,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"de3bc871-17b6-4ecf-bc15-a70b7fa0a5e1","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":27,"box":{"x":60,"y":97,"width":605,"height":12}},{"id":"ae62e26d-eb9b-4613-9b0d-d2526f0f70c6","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered bond index","page_number":27,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"c8a9bd66-0e01-4906-b490-8c4c8abeec32","block_type":"box","text":"futures contracts) is potentially unlimited. The Fund does not plan to use futures and options contracts in this way. The risk","page_number":27,"box":{"x":59,"y":138,"width":864,"height":13}},{"id":"c9e6f118-493f-4002-81ba-e59653a30476","block_type":"box","text":"of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":27,"box":{"x":59,"y":154,"width":851,"height":12}},{"id":"6c9d0adf-c7f3-42a5-ba38-238d88f598af","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":27,"box":{"x":60,"y":169,"width":842,"height":12}},{"id":"95b3f55b-1b4a-47cb-b522-2468e21a1e6f","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":27,"box":{"x":60,"y":184,"width":330,"height":12}},{"id":"b2236fd0-cee4-4876-9453-dfe7ef09f22e","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of loss by the Fund of margin deposits in the event","page_number":27,"box":{"x":60,"y":210,"width":866,"height":13}},{"id":"95cb90f1-3bd4-4818-8452-c84f41536d7f","block_type":"box","text":"of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option. The purchase of put or","page_number":27,"box":{"x":59,"y":225,"width":877,"height":13}},{"id":"94b9fd0d-b808-4b90-851b-2da8e6c6575d","block_type":"box","text":"call options will be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.","page_number":27,"box":{"x":59,"y":240,"width":848,"height":13}},{"id":"602f13d2-9c7d-4b09-a63f-a4c913106133","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":27,"box":{"x":60,"y":267,"width":809,"height":12}},{"id":"21af7d45-7668-425d-9a13-bd5413066faf","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":27,"box":{"x":60,"y":282,"width":844,"height":12}},{"id":"e826e862-6cd8-4fe7-9ead-06dd9dfd1da0","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":27,"box":{"x":59,"y":297,"width":863,"height":13}},{"id":"62f5cd4e-4682-4478-9f6f-981f2bc6d677","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":27,"box":{"x":60,"y":312,"width":815,"height":13}},{"id":"65283407-87cd-4372-a89f-6b2a636b1c59","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":27,"box":{"x":59,"y":327,"width":859,"height":13}},{"id":"73389c33-aa64-4cc6-9169-dbbbe8ae8d6f","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":27,"box":{"x":59,"y":343,"width":840,"height":12}},{"id":"9a686e71-5e6b-47a0-a653-1d32255e80b0","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":27,"box":{"x":60,"y":358,"width":869,"height":12}},{"id":"4dd6c404-a685-41fe-8344-eedc493aae31","block_type":"box","text":"futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be","page_number":27,"box":{"x":59,"y":373,"width":870,"height":12}},{"id":"6e89bd8c-0f92-4192-adaf-8318cb4f6b85","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":27,"box":{"x":60,"y":388,"width":405,"height":12}},{"id":"7a0320c5-2342-4cc7-bab1-49785fcf0617","block_type":"box","text":"Risk of Swap Agreements.","page_number":27,"box":{"x":60,"y":414,"width":186,"height":13}},{"id":"22b2c3d4-7293-4024-8db9-5c6df5615ca9","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that a","page_number":27,"box":{"x":255,"y":414,"width":665,"height":13}},{"id":"28aa4f24-4fff-49f1-be28-44d55ff50a12","block_type":"box","text":"Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on","page_number":27,"box":{"x":60,"y":429,"width":862,"height":13}},{"id":"0f596b4c-c38d-4b77-97e0-a8c6fcfb6be9","block_type":"box","text":"its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":27,"box":{"x":60,"y":445,"width":839,"height":12}},{"id":"e4de0d93-5420-4b03-bd96-473344662a51","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect a Fund’s rights as","page_number":27,"box":{"x":59,"y":460,"width":878,"height":12}},{"id":"cabad9d8-d468-4066-a4eb-17cc27cd6ba4","block_type":"box","text":"a creditor (","page_number":27,"box":{"x":59,"y":475,"width":76,"height":12}},{"id":"787ade7d-c035-4a83-b9f1-e7d5d11cce85","block_type":"box","text":"e.g.","page_number":27,"box":{"x":136,"y":478,"width":23,"height":9}},{"id":"9f23b7d9-061b-4ec8-a1cc-21db7d6bb8f5","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":27,"box":{"x":161,"y":475,"width":684,"height":12}},{"id":"ff78aee1-728b-4ba3-ad2a-66b41a563b55","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (composed of specified liquid securities subject to","page_number":27,"box":{"x":59,"y":501,"width":863,"height":13}},{"id":"d4027189-a18f-4cd2-9a3c-848e9407455e","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for the Fund’s investment in","page_number":27,"box":{"x":60,"y":516,"width":838,"height":13}},{"id":"d375381f-2a3d-4d06-97ce-329413f0d303","block_type":"box","text":"swaps.","page_number":27,"box":{"x":59,"y":535,"width":47,"height":9}},{"id":"882d9245-5d07-4f39-a6dd-74f3c7e41590","block_type":"box","text":"Central clearing is expected to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap","page_number":27,"box":{"x":59,"y":558,"width":875,"height":12}},{"id":"4385b6e4-eee0-4001-b440-dea8e9f4089a","block_type":"box","text":"transactions risk-free. Swaps entered into by the Fund through its Subsidiary are not expected to be centrally cleared and","page_number":27,"box":{"x":59,"y":573,"width":847,"height":12}},{"id":"40f792cf-56bc-4c15-b649-8246d74212f1","block_type":"box","text":"thus will expose the Fund to counter-party default risk and illiquidity risk, as liquidity depends on the willingness of","page_number":27,"box":{"x":59,"y":588,"width":806,"height":13}},{"id":"3d294f73-09be-4e2e-87db-6b7bc4223a38","block_type":"box","text":"counterparties to enter into, and the ability of counterparties to hedge the risks of, such contracts.","page_number":27,"box":{"x":59,"y":603,"width":686,"height":13}},{"id":"e3f2cfab-7534-49a8-81ee-145b2a932d8c","block_type":"box","text":"Valuation Risk.","page_number":27,"box":{"x":59,"y":630,"width":106,"height":10}},{"id":"82f771cc-e622-4a7b-8d93-8910f3dc7260","block_type":"box","text":"In certain circumstances, the Fund’s securities may be valued using techniques other than market","page_number":27,"box":{"x":175,"y":630,"width":684,"height":12}},{"id":"97a78f2a-b9d4-4b82-9161-912d86ebf3db","block_type":"box","text":"quotations. The value established for a security may be different from what would be produced through the use of another","page_number":27,"box":{"x":59,"y":645,"width":860,"height":12}},{"id":"5560ae36-2c55-4bcf-bc0f-1cc623b11824","block_type":"box","text":"methodology or if the value had been priced using market quotations. Securities that are valued using methods other than","page_number":27,"box":{"x":60,"y":660,"width":856,"height":12}},{"id":"0186e11b-6bf4-4d13-a024-f9c722ce8bb3","block_type":"box","text":"market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the","page_number":27,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"dbb2d333-0273-41e8-8a15-2dd872a46fe8","block_type":"box","text":"next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a","page_number":27,"box":{"x":60,"y":690,"width":840,"height":13}},{"id":"42942d0a-9682-45bc-bafb-6cb84dc2ff2c","block_type":"box","text":"security for the value established for it at any time, and it is possible that the Fund could incur a loss if a security is sold for","page_number":27,"box":{"x":59,"y":705,"width":856,"height":13}},{"id":"a7d7101f-68b5-438f-bac5-33843fbeaae9","block_type":"box","text":"less than its established value.","page_number":27,"box":{"x":60,"y":720,"width":209,"height":10}},{"id":"3510e07d-bb2d-4cce-afe5-5dce2e4d8eb3","block_type":"box","text":"Risk of Investing in Australasia.","page_number":27,"box":{"x":60,"y":747,"width":224,"height":12}},{"id":"b97657ee-e079-473a-b74e-6357ce892702","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":27,"box":{"x":293,"y":747,"width":637,"height":12}},{"id":"ce84adb5-1276-4479-ba45-0aa301ecf245","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":27,"box":{"x":59,"y":762,"width":832,"height":12}},{"id":"1ccd4c05-a86e-459c-9919-3a8906f22369","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":27,"box":{"x":59,"y":777,"width":805,"height":13}},{"id":"438cf36c-3394-4f0b-bca0-404141761106","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":27,"box":{"x":60,"y":792,"width":863,"height":13}},{"id":"e0cbbfb9-2fe5-483e-9135-2fcf95fde158","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":27,"box":{"x":59,"y":807,"width":842,"height":13}},{"id":"e899a91e-6f06-462a-a974-e54b8f9ece46","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by the Fund. The economies of Australia and New Zealand","page_number":27,"box":{"x":59,"y":823,"width":866,"height":12}},{"id":"f82bbff4-5a81-45da-97bf-aecf932f64b9","block_type":"box","text":"are dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or","page_number":27,"box":{"x":59,"y":838,"width":865,"height":12}},{"id":"5bda1061-d1ff-4c59-a8da-b33abdf33fc3","block_type":"box","text":"in other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":27,"box":{"x":60,"y":853,"width":834,"height":12}},{"id":"8bab3e6c-8b26-4a27-bd79-a6e2271751c7","block_type":"box","text":"14","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"3b460985-d577-40c5-8de0-a6a195315861","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":67,"width":805,"height":12}},{"id":"d111dd59-6d02-4971-994e-9a38a48c0a5f","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":82,"width":832,"height":12}},{"id":"4d359754-cf51-4422-a1de-944cf78b6cc6","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which the Fund has exposure.","page_number":28,"box":{"x":59,"y":97,"width":746,"height":12}},{"id":"5d0b1068-d842-4f1c-bfa4-aa7cd59602ad","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":28,"box":{"x":60,"y":123,"width":294,"height":13}},{"id":"0dd9f1bb-377c-467a-adf7-ad96191b3da8","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":28,"box":{"x":364,"y":123,"width":544,"height":13}},{"id":"50397ce1-87cd-4a54-9cd0-7f3aa2327309","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":28,"box":{"x":59,"y":138,"width":585,"height":13}},{"id":"c72dd366-478d-41b0-8162-e4b40a1344cd","block_type":"box","text":"e.g.","page_number":28,"box":{"x":646,"y":141,"width":22,"height":10}},{"id":"ee6cd5a5-7974-4e59-82e3-a3b6c0bdfd25","block_type":"box","text":", the financial services sector) as the","page_number":28,"box":{"x":670,"y":138,"width":253,"height":13}},{"id":"7a4cbf46-8c63-4a88-81d8-6fbe129ec4c2","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":28,"box":{"x":59,"y":154,"width":879,"height":12}},{"id":"b3101ed1-1d41-42d8-b7ee-714836b14a30","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":28,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"cf7f42b4-cc1d-4daa-9d95-1b44fc4bec26","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":28,"box":{"x":59,"y":184,"width":798,"height":12}},{"id":"bf8265f7-459a-427f-ae37-5c5eecd5405c","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":28,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"55b472f3-4fc9-4af7-a47b-efd1db28a145","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":28,"box":{"x":59,"y":214,"width":848,"height":12}},{"id":"8d9fbbf8-685d-4892-9efc-1cbf39650067","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":28,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"eecd00c1-791f-46e7-bc0b-705689603b38","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":28,"box":{"x":59,"y":244,"width":829,"height":13}},{"id":"14040c37-4ad6-47dd-bcec-cb14176ea272","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":28,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"3665ec41-1ad5-4d2d-93ad-a4102e2b9220","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":28,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"daf7b321-6e88-4c3d-87fa-359b0b20c4fd","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":28,"box":{"x":59,"y":290,"width":855,"height":12}},{"id":"c244f13e-2604-4aaa-ba36-5492e897642a","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":28,"box":{"x":60,"y":305,"width":864,"height":12}},{"id":"c95de16e-1cf6-4692-b5fb-1f63cc0a5d22","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":28,"box":{"x":59,"y":320,"width":833,"height":12}},{"id":"017d9486-77aa-4dc5-85e7-c26f415b4698","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":28,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"e5b15f7a-ae2d-4f25-8176-da0cb3873b62","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":28,"box":{"x":60,"y":350,"width":834,"height":12}},{"id":"ea51280b-fe80-4091-b7e9-1779011a9beb","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":28,"box":{"x":59,"y":365,"width":848,"height":13}},{"id":"94c32a51-1249-4a4e-9f11-c78dea824322","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":28,"box":{"x":59,"y":380,"width":812,"height":13}},{"id":"d865bf63-ac9e-424e-afad-82547a048687","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":28,"box":{"x":59,"y":395,"width":861,"height":13}},{"id":"37b1d431-08b5-40e9-a7a9-0bbfe24a34b9","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":28,"box":{"x":59,"y":411,"width":819,"height":12}},{"id":"3d6071fe-f350-43e7-ac35-f47195e17466","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":28,"box":{"x":59,"y":426,"width":862,"height":12}},{"id":"cbf5cec2-237b-41c7-9242-2f13963131a7","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":28,"box":{"x":59,"y":441,"width":856,"height":12}},{"id":"fb8f2446-75fc-4d14-83c9-add6cd594fdb","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":28,"box":{"x":60,"y":456,"width":545,"height":12}},{"id":"e65dc5a3-3da7-4fb2-bd11-3c5bbca9a533","block_type":"box","text":"Risk of Investing in Europe.","page_number":28,"box":{"x":60,"y":482,"width":194,"height":13}},{"id":"e79f72e5-411c-46e2-ad28-adfb60935b5a","block_type":"box","text":"Investing in European countries exposes the Fund to the economic and political risks associated","page_number":28,"box":{"x":264,"y":482,"width":671,"height":13}},{"id":"f64705f9-b28e-44ec-a1af-47cf9ca4085f","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":28,"box":{"x":59,"y":497,"width":837,"height":13}},{"id":"26e6add9-8062-462d-b552-3e0579dae3b1","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":28,"box":{"x":59,"y":513,"width":865,"height":12}},{"id":"b8bfdec2-c357-48c5-855a-d8af1d0e1da7","block_type":"box","text":"on other European countries. The Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":28,"box":{"x":59,"y":528,"width":838,"height":12}},{"id":"ff0066d0-ecd1-4fc7-aa98-64676e03cc7a","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":28,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"76175bed-4f8c-41a5-84f0-1bc1a5602875","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":28,"box":{"x":60,"y":558,"width":824,"height":12}},{"id":"e62934b6-c04a-42a8-9624-4271fec04bce","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":28,"box":{"x":59,"y":573,"width":852,"height":12}},{"id":"377a8bf4-2783-4080-abc8-f15d7c44cca7","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":28,"box":{"x":60,"y":588,"width":822,"height":13}},{"id":"faf59ef3-c3ae-417c-bb08-9dd1de06e2e3","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":28,"box":{"x":59,"y":603,"width":858,"height":13}},{"id":"469b5748-fc87-4aff-83a4-9d5755f23b25","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":28,"box":{"x":59,"y":618,"width":873,"height":13}},{"id":"46d72cf0-3350-472b-b1b7-17f1d5855e67","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":28,"box":{"x":59,"y":634,"width":835,"height":12}},{"id":"4c3ebe56-4714-4b6d-80eb-42b350e09eb9","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":28,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"53f4ad39-c366-4dde-ae9c-2a3379449ba3","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":28,"box":{"x":59,"y":664,"width":803,"height":12}},{"id":"aaebf4bc-b9e1-473f-a715-fe152fefd9d3","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":28,"box":{"x":59,"y":690,"width":870,"height":13}},{"id":"c3fb624f-dff4-4b73-ab8b-9d5a439fca0f","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":28,"box":{"x":59,"y":705,"width":832,"height":13}},{"id":"608847b4-3a44-4602-8aba-d23328c2e7c7","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":28,"box":{"x":59,"y":720,"width":851,"height":13}},{"id":"5a0d086e-9be3-4aad-af7c-aaf4d16e526f","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":28,"box":{"x":60,"y":736,"width":812,"height":12}},{"id":"cd8df8b9-d79a-4241-9747-d09f0c4ba9ae","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":28,"box":{"x":59,"y":751,"width":814,"height":12}},{"id":"d00fe85a-096e-4821-b2d7-fa77b58272c7","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments. A","page_number":28,"box":{"x":60,"y":766,"width":832,"height":12}},{"id":"52089667-ac95-4500-94e7-aa27136b629f","block_type":"box","text":"default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of","page_number":28,"box":{"x":59,"y":781,"width":859,"height":12}},{"id":"b62ea407-7574-4493-968f-84c2e3ce8bcb","block_type":"box","text":"credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed","page_number":28,"box":{"x":59,"y":796,"width":839,"height":12}},{"id":"cc015fd7-6aec-430a-830e-34472131e17e","block_type":"box","text":"above. In addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely","page_number":28,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"587bef6a-d597-4ce4-95de-af0ba4e4f3bb","block_type":"box","text":"affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in","page_number":28,"box":{"x":59,"y":826,"width":862,"height":13}},{"id":"21e218a5-8bd3-436b-adb8-b25a6e3a458b","block_type":"box","text":"Europe, including countries that do not use the euro and non-EU member states. Responses to the financial problems by","page_number":28,"box":{"x":60,"y":841,"width":844,"height":13}},{"id":"bcbb6afe-c829-46a5-b844-b4bd87a3c09e","block_type":"box","text":"European governments, central banks and others, including austerity measures and reforms, may not produce the desired","page_number":28,"box":{"x":60,"y":857,"width":853,"height":12}},{"id":"aa104b27-1dda-4051-a9ce-dc17394bb052","block_type":"box","text":"results, may result in social unrest and may limit future growth and economic recovery or have other unintended","page_number":28,"box":{"x":60,"y":872,"width":787,"height":12}},{"id":"18f9af50-75fd-4162-828f-d601bc17c9e0","block_type":"box","text":"consequences. Further defaults or restructurings by governments and other entities of their debt could have additional","page_number":28,"box":{"x":59,"y":887,"width":830,"height":12}},{"id":"1a6d2830-65ed-49c4-9884-0d22896d3927","block_type":"box","text":"15","page_number":28,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"3bae0258-6a43-41b2-9d09-47001a9e1e79","block_type":"box","text":"adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries","page_number":29,"box":{"x":59,"y":67,"width":855,"height":11}},{"id":"872cb6f4-6ec3-4fff-b0d3-26a62e1053a3","block_type":"box","text":"may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly","page_number":29,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"c7e418dc-ada7-4ced-bfee-1a0ef5c170e3","block_type":"box","text":"fashion, is not clear but could be significant and far-reaching and could adversely impact the value of the Fund’s investments","page_number":29,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"3b2b9785-d007-4deb-93c8-6800fa06f7ce","block_type":"box","text":"in the region.","page_number":29,"box":{"x":60,"y":112,"width":90,"height":12}},{"id":"108371d6-1c01-45d7-93f5-e0c6a74b5be6","block_type":"box","text":"The United Kingdom (the “U.K.”) left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or","page_number":29,"box":{"x":59,"y":138,"width":812,"height":13}},{"id":"d780f80a-85b8-4b6f-b293-af57a53d77d3","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":29,"box":{"x":59,"y":154,"width":802,"height":12}},{"id":"7f9f9069-89b7-496d-b7de-86eb86acda5f","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":29,"box":{"x":60,"y":169,"width":381,"height":12}},{"id":"1f36bc07-58be-4299-ab97-1bb838a4c5ff","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":29,"box":{"x":59,"y":195,"width":864,"height":12}},{"id":"9f6ec233-e1ac-4c8b-90cd-9d401df5d539","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":29,"box":{"x":59,"y":210,"width":849,"height":13}},{"id":"cc564152-770b-4f7c-a3a1-bbe2d6323e2c","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":29,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"54d63bb8-9460-437e-a4fd-8de173aca843","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":29,"box":{"x":59,"y":240,"width":819,"height":13}},{"id":"bee77344-f96c-41be-b00d-bc6c026ebeb3","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":29,"box":{"x":59,"y":256,"width":845,"height":12}},{"id":"d46e8757-044d-4222-80c3-84a5a48bf586","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":29,"box":{"x":59,"y":271,"width":873,"height":12}},{"id":"c4e8c577-1a42-44b2-b3b8-991d9a56efb9","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":29,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"35f5a4e9-c599-4228-af51-b78af256790b","block_type":"box","text":"the value and liquidity of the Fund’s investments.","page_number":29,"box":{"x":59,"y":301,"width":342,"height":12}},{"id":"51002b34-5a34-4282-a51a-da596b40a753","block_type":"box","text":"Russian Invasion of Ukraine","page_number":29,"box":{"x":59,"y":327,"width":191,"height":12}},{"id":"3f137a95-1a2b-4ba6-abfc-ae35b6092528","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":29,"box":{"x":251,"y":327,"width":681,"height":13}},{"id":"4c542986-f2de-49e7-9aba-622c9881fd17","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":29,"box":{"x":59,"y":343,"width":870,"height":12}},{"id":"2dacf8dd-49ec-40bf-bcd1-9807a13f7f99","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":29,"box":{"x":59,"y":358,"width":879,"height":12}},{"id":"8e583ddc-9d1a-4dc8-a0f0-14d0d64b93f8","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":29,"box":{"x":60,"y":373,"width":869,"height":12}},{"id":"c5080433-e642-4f9f-a630-912ecce85198","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":29,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"c4b0a1e5-846e-44db-96d6-87d46029ce1f","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":29,"box":{"x":59,"y":403,"width":863,"height":12}},{"id":"6d30759d-e8bb-4b67-b4f8-cee7d66f5ff5","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which the Fund invests, or the","page_number":29,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"099d8dd7-7602-47ae-8d78-a168364dd65f","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":29,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"f8db71ae-4266-4b05-8e92-6d50c33cb837","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":29,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"e02ce461-07b2-4f0c-8ef6-136a2f9e3c91","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":29,"box":{"x":60,"y":463,"width":467,"height":13}},{"id":"3b9fd6f6-63f1-4dbb-bd98-63fdb39b3bc1","block_type":"box","text":"Risk of Investing in Gold.","page_number":29,"box":{"x":60,"y":490,"width":177,"height":12}},{"id":"96319ba5-7cd3-41cd-a8c3-8144633b7ac2","block_type":"box","text":"The Fund’s portfolio may be adversely affected by changes or trends in the price of gold. Exposure","page_number":29,"box":{"x":245,"y":490,"width":687,"height":12}},{"id":"a0bc385f-5535-4a18-8383-7970431298c9","block_type":"box","text":"to the gold market may subject the Fund to greater volatility than investments in traditional securities. The price of gold and","page_number":29,"box":{"x":59,"y":505,"width":867,"height":12}},{"id":"ef54d077-0b2c-4612-8158-e334b996a497","block_type":"box","text":"of gold-related instruments historically has been volatile. Similar future market conditions may result in rapid and substantial","page_number":29,"box":{"x":59,"y":520,"width":873,"height":12}},{"id":"3e506c2d-0e40-4e0d-95f5-129a067cff51","block_type":"box","text":"valuation increases or decreases in the Fund’s holdings.","page_number":29,"box":{"x":59,"y":535,"width":388,"height":13}},{"id":"49aecf90-69be-4532-943b-a6690a5badd2","block_type":"box","text":"Factors that may cause a change in the price of gold, include, among other things:","page_number":29,"box":{"x":60,"y":562,"width":575,"height":12}},{"id":"ea728cfe-f04f-4f69-bcb8-2d3dbfdda2ba","block_type":"box","text":"• The strength of the U.S. dollar. Because the price of gold is generally inversely related to the value of the U.S. dollar, a","page_number":29,"box":{"x":59,"y":582,"width":846,"height":12}},{"id":"864bcdf8-e15d-43c7-9110-03f5c8d8198b","block_type":"box","text":"stronger U.S. dollar tends to keep the price of gold lower and more controlled, while a weaker U.S. dollar is likely to drive","page_number":29,"box":{"x":92,"y":597,"width":838,"height":12}},{"id":"aa4de0a1-89d7-49dc-87fd-c44490bba1d4","block_type":"box","text":"the price of gold higher. During times of economic uncertainty and when the dollar is weak, investments in gold tend to","page_number":29,"box":{"x":91,"y":612,"width":838,"height":12}},{"id":"c2eedc54-9ed5-42d9-993b-523ff8fc0fe3","block_type":"box","text":"increase.","page_number":29,"box":{"x":92,"y":628,"width":60,"height":9}},{"id":"ced6375c-744d-4174-a367-c02d76606d18","block_type":"box","text":"• Large sales, including those by governments, central banks and related institutions, which own a significant portion of","page_number":29,"box":{"x":59,"y":647,"width":861,"height":13}},{"id":"cdd10c3f-029e-4deb-950d-5f2a5219a095","block_type":"box","text":"the aggregate world holdings in gold. If one or more of these institutions decide to sell in amounts large enough to","page_number":29,"box":{"x":91,"y":663,"width":804,"height":12}},{"id":"14427cd8-5ec0-4c0b-b18a-b7d0a04c0ebb","block_type":"box","text":"cause a decline in world gold prices, the performance of the Fund may be adversely affected.","page_number":29,"box":{"x":92,"y":678,"width":648,"height":12}},{"id":"098fc31b-bfe2-4c97-a933-d3884bedb023","block_type":"box","text":"• Changes in the supply and demand of goods or services of large users of gold. For example, as demand for consumer","page_number":29,"box":{"x":59,"y":698,"width":855,"height":12}},{"id":"0f023e84-0a9e-4920-a42b-fb18b7e3e46e","block_type":"box","text":"goods such as jewelry and electronics increases, the price of gold can rise.","page_number":29,"box":{"x":92,"y":713,"width":518,"height":12}},{"id":"4a4ee6ed-f2b3-4433-8361-f0d93ea48800","block_type":"box","text":"• A significant increase in gold hedging activity by gold producers. 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(","page_number":31,"box":{"x":92,"y":451,"width":641,"height":12}},{"id":"935421c9-c81a-41db-bb30-c36b5d5aa0a0","block_type":"box","text":"i.e.","page_number":31,"box":{"x":735,"y":452,"width":17,"height":9}},{"id":"7e208b73-e9bd-4bb0-a73c-09d32b3c9a43","block_type":"box","text":", fund administrator,","page_number":31,"box":{"x":754,"y":451,"width":141,"height":11}},{"id":"bd6d32a6-efe4-4a06-beff-7ed2c20019cf","block_type":"box","text":"custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with","page_number":31,"box":{"x":92,"y":466,"width":845,"height":12}},{"id":"0321c716-62ae-4f6f-adda-1f7a678f23da","block_type":"box","text":"such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with","page_number":31,"box":{"x":92,"y":481,"width":810,"height":12}},{"id":"252111c8-0598-4393-86a7-44196b7cdbce","block_type":"box","text":"applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities","page_number":31,"box":{"x":92,"y":496,"width":816,"height":13}},{"id":"ee707043-10ca-4337-bcd4-26fdef1d16af","block_type":"box","text":"laws and regulations thereunder.","page_number":31,"box":{"x":92,"y":511,"width":227,"height":13}},{"id":"891be045-893f-4ffe-a441-246dc08465e1","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":535,"width":4,"height":3}},{"id":"8995d776-424d-4085-9896-c88cc4d96ad0","block_type":"box","text":"Liquidity Metrics:","page_number":31,"box":{"x":92,"y":531,"width":124,"height":13}},{"id":"1330000d-01ce-4158-b9a1-9548f0d54904","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":31,"box":{"x":222,"y":531,"width":667,"height":13}},{"id":"a61bcc9b-036e-4607-85a7-6fd596a2eaea","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":31,"box":{"x":92,"y":547,"width":782,"height":12}},{"id":"458262c3-7504-49f2-ac9f-8889198507a6","block_type":"box","text":"liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a","page_number":31,"box":{"x":92,"y":562,"width":815,"height":12}},{"id":"ed17db55-fef8-44b2-81d6-60173920a291","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":31,"box":{"x":92,"y":577,"width":832,"height":12}},{"id":"f28c0f42-a677-4ce0-8fb7-36c2a1819a24","block_type":"box","text":"metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not","page_number":31,"box":{"x":92,"y":592,"width":815,"height":12}},{"id":"efd93e7b-1a78-4cfc-a4bd-4ed39581c7f4","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":31,"box":{"x":92,"y":607,"width":814,"height":12}},{"id":"52296ae6-eb88-43d2-98d4-d177fce80eaf","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":31,"box":{"x":92,"y":622,"width":841,"height":13}},{"id":"a17d309f-17c9-4b42-93dc-b265950d020d","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":31,"box":{"x":92,"y":637,"width":792,"height":13}},{"id":"5fd9f7c2-71fa-4354-82c4-7bd4458aee14","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":31,"box":{"x":92,"y":652,"width":814,"height":13}},{"id":"c4492ef1-4a73-46bd-b58d-80fb8c6cd9ba","block_type":"box","text":"party.","page_number":31,"box":{"x":92,"y":669,"width":37,"height":11}},{"id":"df640a2c-58e7-4853-b3ba-b81c86db00b1","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":31,"box":{"x":59,"y":694,"width":862,"height":12}},{"id":"357b61aa-e755-4706-bbae-63c9788248fa","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":31,"box":{"x":59,"y":709,"width":873,"height":12}},{"id":"775e866d-3ba1-43f4-95cf-620b9f47abd4","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":31,"box":{"x":59,"y":724,"width":634,"height":13}},{"id":"52f19438-4e7b-4671-aa53-3c9eff43f7d8","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":31,"box":{"x":60,"y":755,"width":822,"height":30}},{"id":"39070fab-9b35-4b26-b4a3-b2221450f6ca","block_type":"box","text":"Index","page_number":31,"box":{"x":62,"y":785,"width":89,"height":23}},{"id":"49a9d3e5-11f2-4e9e-b21c-ff726e765163","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":31,"box":{"x":59,"y":826,"width":441,"height":13}},{"id":"b094b2da-cdbd-4426-8ebd-900f153be9dd","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":31,"box":{"x":59,"y":853,"width":870,"height":12}},{"id":"bece645c-b6f5-45dd-8233-58eb87cb194c","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":31,"box":{"x":60,"y":868,"width":837,"height":12}},{"id":"8352d6b2-9ceb-435b-a53b-d4daa100fa4d","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":31,"box":{"x":60,"y":883,"width":877,"height":12}},{"id":"508f45fa-3437-4dbe-89f7-0f5aa06bab4e","block_type":"box","text":"18","page_number":31,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"652bed8a-c9e6-422e-b7c4-5b335f010357","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":32,"box":{"x":60,"y":67,"width":870,"height":12}},{"id":"1eba9f66-4e85-4faa-8323-92f15b1e49d2","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":32,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"95bfec6f-06ac-43d4-9767-619d898f4ebc","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":32,"box":{"x":60,"y":97,"width":857,"height":12}},{"id":"4564c4ee-9e5a-4b16-b5f7-10695ee0667a","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":32,"box":{"x":59,"y":112,"width":864,"height":12}},{"id":"cdc8071c-e5bd-45c5-8dd0-e319f9d9fda9","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":32,"box":{"x":59,"y":127,"width":829,"height":12}},{"id":"19f31ec6-67a2-49c3-9fbd-c654279a74ec","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":32,"box":{"x":59,"y":142,"width":583,"height":13}},{"id":"e4f6f6a6-b9af-46c9-982d-3d0bda64f8ca","block_type":"box","text":"ICE Clean Energy Transition Metals Index","page_number":32,"box":{"x":60,"y":169,"width":296,"height":12}},{"id":"4d0e3014-641c-457e-8130-b43286afbebb","block_type":"box","text":"Number of Components: approximately 7 (reviewed annually)","page_number":32,"box":{"x":60,"y":195,"width":447,"height":12}},{"id":"2a29436d-2ca7-4151-b2b5-d2e50d822fab","block_type":"box","text":"Index Description.","page_number":32,"box":{"x":60,"y":222,"width":130,"height":12}},{"id":"b068efbc-f51c-4bea-9264-faeed2caf4d3","block_type":"box","text":"The ICE Clean Energy Transition Metals Index measures the performance of a long-only basket of","page_number":32,"box":{"x":195,"y":222,"width":682,"height":12}},{"id":"dfa3c348-8109-4296-abf1-70167eb0be98","block_type":"box","text":"exchange-traded metals futures contracts representing the underlying metals that are extensively used in a wide range of","page_number":32,"box":{"x":59,"y":237,"width":852,"height":12}},{"id":"ea822d54-2931-4ee0-b62f-350f754f5889","block_type":"box","text":"clean energy technologies, as determined by ICE Data Indices, LLC (“IDI” or the “Index Provider”). Examples of such clean","page_number":32,"box":{"x":59,"y":252,"width":850,"height":12}},{"id":"bb44b068-9c06-4852-819f-6f4704f099ae","block_type":"box","text":"energy technologies include solar panels, wind turbines, fuel cells, and electric vehicle batteries. The Index Provider’s","page_number":32,"box":{"x":59,"y":267,"width":815,"height":12}},{"id":"ee082554-d20a-48bf-969c-0a88f06e6047","block_type":"box","text":"Commodity Index Advisory Committee uses government, agency and private company data and reports relating to the","page_number":32,"box":{"x":59,"y":282,"width":832,"height":12}},{"id":"9af1b91f-aa64-4cf0-93d4-9bfaa6f989a9","block_type":"box","text":"current and expected future usage of metals within the clean energy transition, as well as consideration of the availability of","page_number":32,"box":{"x":59,"y":297,"width":867,"height":13}},{"id":"a040cadc-8d77-4a9f-ab56-186d14c4830d","block_type":"box","text":"commodity futures, listing exchange and liquidity level to determine eligibility. The eligible commodity futures are reviewed at","page_number":32,"box":{"x":59,"y":312,"width":879,"height":13}},{"id":"0fc60dab-e3a4-4ab2-b27d-41f058b3738d","block_type":"box","text":"least annually and currently includes metals futures contracts such as such as copper, aluminum, silver, nickel, zinc, platinum,","page_number":32,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"ade878be-8513-46ab-9ebc-794e1c9aedf9","block_type":"box","text":"and cobalt.","page_number":32,"box":{"x":59,"y":343,"width":76,"height":9}},{"id":"aa49e7a4-fd66-4b2f-a95e-5c3ad8282ac2","block_type":"box","text":"Index Methodology.","page_number":32,"box":{"x":60,"y":369,"width":143,"height":12}},{"id":"da13fd35-3503-42e0-af01-50f2468f7b4f","block_type":"box","text":"The Underlying Index maintains a long position for each commodity futures contract, typically targeting","page_number":32,"box":{"x":208,"y":369,"width":728,"height":12}},{"id":"83578628-96a6-4253-8dcd-a51a6c719893","block_type":"box","text":"futures contracts with 3-4 month expiration. However, because futures contracts, by their terms, have stated expirations","page_number":32,"box":{"x":59,"y":384,"width":842,"height":12}},{"id":"15b70426-3749-43d2-b314-e6fc082b7f15","block_type":"box","text":"(typically on a monthly basis), an index of futures contracts can only be calculated by reference to contracts with specific","page_number":32,"box":{"x":60,"y":399,"width":846,"height":13}},{"id":"e7811fd6-c85d-4464-909e-b37279a7a93d","block_type":"box","text":"expirations. Moreover, as the contract that is used to calculate the value of the Underlying Index at a particular time","page_number":32,"box":{"x":59,"y":414,"width":807,"height":13}},{"id":"cbf2abba-5046-447b-b02a-6a7b2ae4f740","block_type":"box","text":"approaches expiration, it is necessary to transfer, or “roll” the exposure from that contract into the next (or another) available","page_number":32,"box":{"x":59,"y":429,"width":876,"height":13}},{"id":"92153152-0762-47ee-aef8-2120c2e706f7","block_type":"box","text":"contract expiration. Contracts in the Underlying Index are rolled on a monthly basis into the next available 3-4 month","page_number":32,"box":{"x":59,"y":445,"width":819,"height":12}},{"id":"40845c04-fcae-4b25-bd9e-be3d86c83104","block_type":"box","text":"expiration (the “Roll-In Contract”), except platinum, and copper and silver which roll on a quarterly basis and five times a","page_number":32,"box":{"x":59,"y":460,"width":846,"height":12}},{"id":"9762366f-6077-433d-93f2-106db1718705","block_type":"box","text":"year respectively. The “Roll Period” is the 5th to 9th business day of each month in which a contract roll takes place. The","page_number":32,"box":{"x":59,"y":475,"width":841,"height":12}},{"id":"77513f15-4f8c-4b94-89b2-344f7f9f91b6","block_type":"box","text":"quarterly rebalancing among the contracts occurs simultaneously with any rolling of contracts after the close of the 5th to","page_number":32,"box":{"x":59,"y":490,"width":857,"height":12}},{"id":"983bd4b7-9ec2-4ec3-9443-d46175556bfa","block_type":"box","text":"9th business day in January, April, July, and October each year.","page_number":32,"box":{"x":59,"y":505,"width":431,"height":12}},{"id":"3bb4702d-2188-45c5-bd29-5f586663c743","block_type":"box","text":"The rebalancing contract weights are calculated based on two factors: (i) liquidity, which is defined by the Index Provider as","page_number":32,"box":{"x":59,"y":531,"width":864,"height":13}},{"id":"2d35b618-c4cd-47f6-bd01-93267c55685d","block_type":"box","text":"the aggregated product of daily settlement prices and volumes (50% weight), and (ii) the average global production quantity","page_number":32,"box":{"x":59,"y":547,"width":875,"height":12}},{"id":"f185d7bd-7ef3-4404-b29f-33f75976f5a5","block_type":"box","text":"of the relevant commodity, calculated by the Index Provider based on the latest year in which all the contract production","page_number":32,"box":{"x":59,"y":562,"width":841,"height":12}},{"id":"b674ee41-5375-4a2c-882d-fc9b28c486d3","block_type":"box","text":"numbers are available (50% weight). Contract weights are subject to a minimum weight of 0.50% and maximum weight of","page_number":32,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"fb00576a-0568-43a3-a54f-5dec945dd811","block_type":"box","text":"the lesser of a) 30% or b) 10 times its liquidity weight. Excess weight from the implementation of these constraints is","page_number":32,"box":{"x":59,"y":592,"width":819,"height":12}},{"id":"58e23a72-df8a-4a48-bd8b-9b9b20f00aff","block_type":"box","text":"redistributed among the remaining contracts on a pro-rata basis.","page_number":32,"box":{"x":60,"y":607,"width":453,"height":12}},{"id":"d7cccc16-7c3f-4670-96f6-39a320fdbae7","block_type":"box","text":"The liquidity weight is measured by aggregating the product of the daily settlement prices and volumes for the specific","page_number":32,"box":{"x":59,"y":634,"width":831,"height":12}},{"id":"36e354f4-a2a3-4343-aaf0-31142a40ea4b","block_type":"box","text":"contract held in the Underlying Index or the Roll-In Contract for the 12-month period ending two months prior to the Roll","page_number":32,"box":{"x":59,"y":649,"width":848,"height":12}},{"id":"3fbc7db1-a626-416d-8789-77efefd3ef90","block_type":"box","text":"Period. This is then divided by the sum of the same calculation for all contracts held in the Underlying Index. For example, for","page_number":32,"box":{"x":60,"y":664,"width":873,"height":12}},{"id":"da3076c9-7a7a-49de-99d6-d2d6df5a49d9","block_type":"box","text":"the January Roll Period, the measurement would take place from December 1st of the second to last year to November 30th","page_number":32,"box":{"x":59,"y":679,"width":865,"height":12}},{"id":"6592b3a6-566f-4d77-b64e-3728f584f160","block_type":"box","text":"of the prior year. These values would be multiplied by the corresponding contract size.","page_number":32,"box":{"x":59,"y":694,"width":601,"height":12}},{"id":"d81490a6-13d2-4376-aafa-a608e33d7a4b","block_type":"box","text":"The production weight is calculated using the Average Global Production Quantity (AGPQ) from the latest year in which all","page_number":32,"box":{"x":59,"y":720,"width":859,"height":13}},{"id":"a2958fbc-e7bc-493b-b448-be103ed732db","block_type":"box","text":"the contract production numbers are available. The Global Production Value of each contract during each year will be","page_number":32,"box":{"x":59,"y":736,"width":821,"height":12}},{"id":"8c557b7b-bad1-4f94-8c13-ffe085ab2f93","block_type":"box","text":"calculated in U.S. Dollars based on the AGPQ of the relevant commodity multiplied by the number of units in which those","page_number":32,"box":{"x":59,"y":751,"width":849,"height":12}},{"id":"dee755ec-31f2-40a1-a9bd-a624dd53355d","block_type":"box","text":"quantities are quoted times the Average Reference Price of the applicable contract over the preceding one-year period. The","page_number":32,"box":{"x":59,"y":766,"width":860,"height":12}},{"id":"bb30262a-98ac-4142-b442-73ccfa13be7e","block_type":"box","text":"Average Reference Price (ARP) is calculated as the average of the official settlement or similar prices posted by the relevant","page_number":32,"box":{"x":59,"y":781,"width":860,"height":12}},{"id":"474d0225-db9c-4cf6-a255-b6080fd663f6","block_type":"box","text":"exchange or its clearing house for a contract on each trading day during the 12-month period. In addition, the ARP would be","page_number":32,"box":{"x":59,"y":796,"width":872,"height":12}},{"id":"bb1b90da-6a46-4e01-897d-056796a410ca","block_type":"box","text":"taken from the same contracts used for the calculation of the liquidity weight.","page_number":32,"box":{"x":59,"y":811,"width":544,"height":13}},{"id":"3d595d2f-faa2-44dc-96c2-5917b439ed8c","block_type":"box","text":"19","page_number":32,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"83a48d95-68ea-4539-8bc6-7022b7e2ad86","block_type":"box","text":"Investment Policies","page_number":33,"box":{"x":62,"y":67,"width":318,"height":23}},{"id":"bfa22954-3560-4c9d-927d-80f0905af27a","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":33,"box":{"x":59,"y":102,"width":834,"height":12}},{"id":"e93ab5ca-64b9-4b63-90c5-076298206d7c","block_type":"box","text":"without the approval of the holders of a majority of the Fund’s outstanding voting securities. A vote of a majority of the","page_number":33,"box":{"x":59,"y":117,"width":835,"height":12}},{"id":"b139a2f6-2ed9-4bc7-bc2f-64334a37e9d7","block_type":"box","text":"outstanding voting securities of the Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of the","page_number":33,"box":{"x":59,"y":132,"width":856,"height":12}},{"id":"83ce9735-b848-4628-b2eb-4a1602a790d4","block_type":"box","text":"voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of","page_number":33,"box":{"x":59,"y":147,"width":855,"height":13}},{"id":"6bcf4510-8a12-4185-9136-0176d736f4e2","block_type":"box","text":"the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.The","page_number":33,"box":{"x":59,"y":162,"width":842,"height":13}},{"id":"2b13a17b-1340-4d65-860f-f7e83d9606d7","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":33,"box":{"x":60,"y":177,"width":853,"height":13}},{"id":"d85d98cd-8e9e-42a8-b226-47d9c7dad2c4","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":33,"box":{"x":60,"y":193,"width":813,"height":12}},{"id":"88b3335c-a5f2-4bef-962b-12bd4a8db33b","block_type":"box","text":"investment objective without shareholder approval.","page_number":33,"box":{"x":60,"y":208,"width":357,"height":12}},{"id":"693b2c9e-3276-446a-bd86-ec683b103e13","block_type":"box","text":"Fundamental Investment Policies","page_number":33,"box":{"x":60,"y":234,"width":237,"height":10}},{"id":"e94894fc-2f89-451a-b2fd-b63486de1e74","block_type":"box","text":"The Fund may not:","page_number":33,"box":{"x":59,"y":254,"width":131,"height":13}},{"id":"bf6dd459-6d47-4853-ac5a-9c42bb78cb7d","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act, except that","page_number":33,"box":{"x":61,"y":274,"width":853,"height":13}},{"id":"64e6e937-c925-4eb8-b370-4342f5efbe96","block_type":"box","text":"the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a","page_number":33,"box":{"x":98,"y":290,"width":835,"height":12}},{"id":"412e0f29-427f-4388-9968-a4145c78f411","block_type":"box","text":"particular industry or group of industries.","page_number":33,"box":{"x":98,"y":305,"width":288,"height":12}},{"id":"2eb0a0b0-c97b-4761-aabc-c919ce27db0a","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":33,"box":{"x":59,"y":325,"width":545,"height":12}},{"id":"a82f2d1c-5579-4719-b60c-9a542612511c","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":33,"box":{"x":59,"y":345,"width":699,"height":12}},{"id":"1a25faf1-cc3f-4689-b87e-33c7732f6f17","block_type":"box","text":"4. Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured","page_number":33,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"63e67e65-51d5-42b4-9b25-6dd96274449b","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts (“REITs”), mortgage-related","page_number":33,"box":{"x":99,"y":380,"width":811,"height":13}},{"id":"3d2e6711-88ac-41ba-b158-b18df2562f2d","block_type":"box","text":"securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate","page_number":33,"box":{"x":98,"y":395,"width":835,"height":13}},{"id":"e515feec-9bff-4cfe-b412-725c826c66b2","block_type":"box","text":"as a result of the ownership of securities or other instruments.","page_number":33,"box":{"x":98,"y":411,"width":435,"height":12}},{"id":"1a7dc33c-d951-4b2b-8a3d-8d04ee6b7859","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be","page_number":33,"box":{"x":59,"y":431,"width":840,"height":12}},{"id":"baac66f8-48cc-4955-b2ed-b6db8305adbb","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":33,"box":{"x":98,"y":446,"width":524,"height":12}},{"id":"4de8d3e9-aabf-4e3a-82b0-29f21f2206c8","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":33,"box":{"x":59,"y":466,"width":799,"height":12}},{"id":"276f3326-cda6-41fc-8057-dc1d58a6b772","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":33,"box":{"x":59,"y":486,"width":521,"height":12}},{"id":"704d3824-cef2-4b2a-822c-894e3d211926","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":33,"box":{"x":59,"y":513,"width":475,"height":12}},{"id":"77e53326-d58f-494e-b6ea-ce3be61471ba","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment policies and are subject to","page_number":33,"box":{"x":59,"y":539,"width":832,"height":12}},{"id":"ca6a6c8c-e7aa-4348-a803-bf2de56a1e80","block_type":"box","text":"change without shareholder approval.","page_number":33,"box":{"x":59,"y":554,"width":265,"height":13}},{"id":"e5411367-da9f-48ca-a2f1-0fb765436b89","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":33,"box":{"x":59,"y":581,"width":853,"height":12}},{"id":"cd552d7c-dcef-4898-a03f-9e3760aa27fd","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":33,"box":{"x":60,"y":596,"width":854,"height":12}},{"id":"8df6b8de-8c43-41d7-a916-c5a4d51d850e","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":33,"box":{"x":60,"y":611,"width":840,"height":12}},{"id":"e9f0fb78-ff58-4ce2-a9a4-4a80484db821","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":33,"box":{"x":60,"y":626,"width":877,"height":12}},{"id":"81a7c971-fdb5-4b87-ab2b-87cf25536526","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":33,"box":{"x":60,"y":641,"width":856,"height":12}},{"id":"4c782ee7-38ff-499d-8dd1-d1ce5591b3b1","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":33,"box":{"x":59,"y":656,"width":860,"height":13}},{"id":"5e10de4f-2f54-42d3-a545-fffaec90be9f","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":33,"box":{"x":60,"y":671,"width":805,"height":13}},{"id":"2e9deee3-cbe4-40e6-b403-fb09ca0a38ff","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":33,"box":{"x":60,"y":686,"width":847,"height":13}},{"id":"0da5c3b9-ca5e-4c2e-8fe5-4ded267c5433","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":33,"box":{"x":60,"y":702,"width":820,"height":12}},{"id":"0f806323-789f-4d34-beee-55c10d37fe29","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":33,"box":{"x":60,"y":717,"width":809,"height":12}},{"id":"aaed6d64-32f0-46cf-bc6a-d2a10efa1487","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":33,"box":{"x":60,"y":732,"width":815,"height":12}},{"id":"abf62c8f-0515-4e7b-8ed6-3ba9f04b7413","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to the Fund’s industry classifications, the","page_number":33,"box":{"x":59,"y":747,"width":873,"height":12}},{"id":"ad115c67-28b3-4ace-af99-04905c9076e0","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":33,"box":{"x":60,"y":762,"width":845,"height":12}},{"id":"6f5187b0-e1a9-493f-a634-75ef2544fef9","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":33,"box":{"x":60,"y":777,"width":851,"height":13}},{"id":"13c00037-9028-4899-9e19-e64562bcaa34","block_type":"box","text":"authority to the Fund as to how to classify issuers within or among industries.","page_number":33,"box":{"x":59,"y":792,"width":545,"height":13}},{"id":"d02d983d-3d60-4b6c-a77a-3df1d35f42cc","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":33,"box":{"x":59,"y":819,"width":843,"height":12}},{"id":"923fefae-6b4f-4031-877e-749a43d1b4bc","block_type":"box","text":"permits the Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and","page_number":33,"box":{"x":59,"y":834,"width":871,"height":12}},{"id":"5793f69d-154e-4953-b0a5-c53416a09e65","block_type":"box","text":"to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets","page_number":33,"box":{"x":59,"y":849,"width":863,"height":12}},{"id":"dd9fa3fa-ae5f-4f22-a6c6-5fbc6b37b936","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":33,"box":{"x":60,"y":864,"width":855,"height":12}},{"id":"7efcc12c-50e6-464f-a3f1-956ec4f5c692","block_type":"box","text":"Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means","page_number":33,"box":{"x":60,"y":879,"width":854,"height":13}},{"id":"e0905c04-059f-41ea-bbed-04dfec4bfa05","block_type":"box","text":"20","page_number":33,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b315eef7-9030-4648-9a92-9ba56e7e4b3d","block_type":"box","text":"the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings,","page_number":34,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"5d424959-f9bf-4327-9352-e0aa9637c35b","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":34,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"b8d10b95-d385-4e09-b49e-c8e962f401eb","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":34,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"c2902cef-e7af-4486-a4a4-6f97b3e4083c","block_type":"box","text":"involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the","page_number":34,"box":{"x":60,"y":112,"width":857,"height":12}},{"id":"b5ec2504-c113-4e61-a8b4-a1327566925f","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":34,"box":{"x":60,"y":127,"width":867,"height":12}},{"id":"45460a60-a5af-4faa-b0a1-8c3603b0e20f","block_type":"box","text":"Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in","page_number":34,"box":{"x":60,"y":142,"width":865,"height":13}},{"id":"bfdbe3a0-5000-4e18-b548-e256434e4799","block_type":"box","text":"the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4 with respect to such","page_number":34,"box":{"x":59,"y":157,"width":855,"height":13}},{"id":"fb39f8c3-7bc6-4abc-b420-739f0f8f9823","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":34,"box":{"x":59,"y":172,"width":848,"height":13}},{"id":"3fe127e8-2629-425f-9c17-f5fca566c7c6","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":34,"box":{"x":59,"y":188,"width":831,"height":12}},{"id":"1e0efc65-2e1c-4080-ab8e-9bdcf10653e9","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":34,"box":{"x":60,"y":203,"width":545,"height":12}},{"id":"602936c5-3ae7-485d-a8a2-9f3c7e3ee8fe","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":34,"box":{"x":59,"y":229,"width":874,"height":12}},{"id":"43119cd7-401d-4254-8698-15cd6c6699cb","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":34,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"e81d668d-26c4-4afd-a02b-ed0d673eb823","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":34,"box":{"x":59,"y":259,"width":877,"height":13}},{"id":"20675b89-d41e-427b-9d48-9ed86f1379de","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":34,"box":{"x":59,"y":274,"width":789,"height":13}},{"id":"c8321e92-79e3-4da0-8f3f-dd0c3bfe3178","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":34,"box":{"x":59,"y":290,"width":814,"height":11}},{"id":"5065a426-317b-475f-b2d8-6314be9f4f7e","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":34,"box":{"x":59,"y":305,"width":847,"height":12}},{"id":"924709d0-e04d-4fb7-9fd5-5e693559e4bc","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":34,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"5418245a-88f9-43be-b577-6d43a7819d3b","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":34,"box":{"x":60,"y":335,"width":821,"height":12}},{"id":"8246de7e-f372-4194-be4e-7d66ff440a86","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":34,"box":{"x":60,"y":350,"width":836,"height":12}},{"id":"c44cd1d2-9523-49cd-894b-313a7c357946","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":34,"box":{"x":60,"y":365,"width":829,"height":13}},{"id":"4a98928e-6f3a-4c52-bcc2-fa2e4fd70bdd","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":34,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"86d2afb1-22f0-4065-89ff-0278684e0b82","block_type":"box","text":"law.","page_number":34,"box":{"x":60,"y":395,"width":25,"height":10}},{"id":"da37bec6-6053-4fb0-99df-0c328fd95721","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":34,"box":{"x":59,"y":422,"width":835,"height":12}},{"id":"fad288ff-13fb-4408-8cad-3d42b640cc84","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":34,"box":{"x":59,"y":437,"width":856,"height":12}},{"id":"237fb7c9-6bff-4bef-bba7-6957dca06e2f","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":34,"box":{"x":59,"y":452,"width":878,"height":12}},{"id":"37b29f88-ee85-433d-9a98-dfaf63a87e13","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":34,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"3874a698-1839-41c6-b577-ce54add500f1","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":34,"box":{"x":59,"y":482,"width":842,"height":13}},{"id":"e7186341-f393-462b-b848-b33423eb7978","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":34,"box":{"x":59,"y":497,"width":363,"height":12}},{"id":"876ca112-e800-46fa-9a14-65f083b2f5e1","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":34,"box":{"x":60,"y":524,"width":360,"height":10}},{"id":"46b653dc-b0fc-4bcb-a639-b27012d16206","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":34,"box":{"x":60,"y":550,"width":859,"height":13}},{"id":"18e7e1d6-4900-4ba4-bab9-c35d38414e4a","block_type":"box","text":"Fund may not:","page_number":34,"box":{"x":60,"y":566,"width":99,"height":12}},{"id":"73c758b6-d196-49a6-930d-e8e50b7465ec","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":34,"box":{"x":61,"y":586,"width":840,"height":12}},{"id":"8a089763-dfd0-4cb3-b767-4d0cb71bda8e","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":34,"box":{"x":98,"y":601,"width":800,"height":12}},{"id":"ce603d70-c86f-4b23-b8fa-b1ce9ef7b3bd","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":34,"box":{"x":98,"y":616,"width":786,"height":12}},{"id":"754fc8fd-802b-45e4-aad7-bd50c013ba66","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":34,"box":{"x":100,"y":631,"width":773,"height":12}},{"id":"4da4eda2-6295-4012-ba3d-93abe8509c8d","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":34,"box":{"x":99,"y":646,"width":793,"height":12}},{"id":"fc31fd16-93bc-4feb-9d21-de2ee274d914","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":34,"box":{"x":99,"y":661,"width":659,"height":13}},{"id":"b8de1d94-b64b-4954-b576-dbd7ca4e23a0","block_type":"box","text":"2. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, invest less than 80% of the value of its","page_number":34,"box":{"x":59,"y":681,"width":878,"height":12}},{"id":"1b5a02c8-d495-4360-900a-3d7af02fe7af","block_type":"box","text":"assets, plus the amount of any borrowings for investment purposes, in the same or similar metals futures contracts as","page_number":34,"box":{"x":98,"y":697,"width":826,"height":12}},{"id":"419ea8cc-6b42-409c-aa64-19e199e87a06","block_type":"box","text":"its Underlying Index.","page_number":34,"box":{"x":99,"y":712,"width":142,"height":12}},{"id":"6c2a68d1-78f6-4cab-ba34-3f155497b256","block_type":"box","text":"The Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 above.","page_number":34,"box":{"x":59,"y":738,"width":779,"height":12}},{"id":"fcf35228-14bd-4a0a-82b0-4b1e4a09e816","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":34,"box":{"x":59,"y":765,"width":644,"height":12}},{"id":"940bc70d-b3eb-4fea-a4fc-11a60c34f0c4","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":34,"box":{"x":60,"y":791,"width":860,"height":12}},{"id":"4e1c3dfb-669e-41d8-b59b-f67bb06eeeb8","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of the Fund’s assets invested in certain","page_number":34,"box":{"x":59,"y":806,"width":830,"height":12}},{"id":"9b1e2ec5-2e95-424b-9161-ea999c2ef168","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require","page_number":34,"box":{"x":59,"y":821,"width":871,"height":13}},{"id":"142e90c3-b356-41b4-996e-930d14ee8501","block_type":"box","text":"the Fund to dispose of an investment.","page_number":34,"box":{"x":59,"y":836,"width":263,"height":13}},{"id":"f47ef87a-302a-4980-827f-268c06ca31b7","block_type":"box","text":"21","page_number":34,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"920c295b-4884-45ed-996d-281b4eae2862","block_type":"box","text":"Continuous Offering","page_number":35,"box":{"x":60,"y":67,"width":339,"height":30}},{"id":"c482ab09-f8f5-4f6c-ba16-3473dd6a70af","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":35,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"712e1976-7a49-4624-8573-7766c65b9aec","block_type":"box","text":"Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term","page_number":35,"box":{"x":60,"y":123,"width":865,"height":13}},{"id":"86ada254-d398-4db5-85f4-f2531afb6ee9","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":35,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"cc003f38-45ab-45f0-935e-025abb08bbd1","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":35,"box":{"x":59,"y":154,"width":849,"height":12}},{"id":"38614600-0231-474a-aa7d-da230f8c340f","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":35,"box":{"x":59,"y":169,"width":877,"height":12}},{"id":"153abfc1-2451-4b91-8419-29af56eb16f5","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":35,"box":{"x":60,"y":195,"width":860,"height":12}},{"id":"515598d4-b6a4-485b-8e58-797d9afc5cec","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":35,"box":{"x":59,"y":210,"width":853,"height":13}},{"id":"8da49b2f-a28b-4917-8302-1ac75d017573","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":35,"box":{"x":59,"y":225,"width":868,"height":13}},{"id":"ca8e5e74-6298-4490-a3ba-dbb2aef43368","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":35,"box":{"x":59,"y":240,"width":862,"height":13}},{"id":"22c991ec-d481-42f5-b656-16a84d495a0a","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":35,"box":{"x":59,"y":256,"width":861,"height":12}},{"id":"65f06791-4b30-4dea-9731-a69e4b31b18d","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":35,"box":{"x":60,"y":271,"width":861,"height":12}},{"id":"97c04114-09f4-4206-98ca-59514885511b","block_type":"box","text":"an underwriter.","page_number":35,"box":{"x":59,"y":286,"width":106,"height":10}},{"id":"4594ea44-f7ff-4eb9-aca8-a228f062dac8","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":35,"box":{"x":60,"y":312,"width":817,"height":13}},{"id":"464fc0c3-ec1b-4d96-8f44-2888e5bf9805","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":35,"box":{"x":59,"y":327,"width":858,"height":13}},{"id":"3a76fa2a-7c7e-4a20-bccc-e0215d44ce9a","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":35,"box":{"x":59,"y":343,"width":876,"height":12}},{"id":"1a8dffe8-776f-4805-92a1-48cf74d62e93","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Fund are","page_number":35,"box":{"x":59,"y":358,"width":823,"height":12}},{"id":"fc0bd2be-4fa8-4e59-8dc1-0c8cf339683c","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":35,"box":{"x":60,"y":373,"width":864,"height":12}},{"id":"60a0f5e8-c90b-4590-b5fa-f4dcd70b5adc","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":35,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"e5a3d4f5-c152-4aa2-9f98-bfb4f59ce094","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":35,"box":{"x":59,"y":403,"width":845,"height":12}},{"id":"47f2643f-da5f-4a58-be9c-507d3de43ed7","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":35,"box":{"x":59,"y":418,"width":413,"height":12}},{"id":"68b9d3a9-42b3-4b95-9b15-c28ea7ab1d1f","block_type":"box","text":"Management","page_number":35,"box":{"x":61,"y":450,"width":224,"height":28}},{"id":"b808700a-1aa9-4f29-a5ca-50ddf4078220","block_type":"box","text":"Trustees and Officers.","page_number":35,"box":{"x":58,"y":490,"width":158,"height":10}},{"id":"7a38b168-a837-4878-8c96-f186adb23a28","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":35,"box":{"x":225,"y":490,"width":662,"height":12}},{"id":"647328ee-fdb1-44a8-b783-634c8e01110b","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":35,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"cbff4639-ba73-4b66-acfd-2c60844cd6bd","block_type":"box","text":"removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each","page_number":35,"box":{"x":60,"y":520,"width":866,"height":12}},{"id":"bec2f7f3-4b66-4b77-b2c8-b64a6f493c31","block_type":"box","text":"hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is","page_number":35,"box":{"x":60,"y":535,"width":844,"height":13}},{"id":"e6e4f181-d2d1-4c69-ba5a-dd028a261492","block_type":"box","text":"removed. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent","page_number":35,"box":{"x":60,"y":550,"width":866,"height":13}},{"id":"c7f67454-9cdc-4433-8523-6a82281610c4","block_type":"box","text":"trustees (“Independent Trustees”).","page_number":35,"box":{"x":59,"y":566,"width":242,"height":12}},{"id":"6eb7a3b8-c085-49bc-b89d-65cec1676bde","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":35,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"3e6aebd5-5b11-4361-b3a9-b3315b4eb5f6","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":35,"box":{"x":60,"y":607,"width":857,"height":12}},{"id":"12d2f1c3-9f84-4edb-91aa-dabb10cb26d3","block_type":"box","text":"Complex”). The Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":35,"box":{"x":59,"y":622,"width":855,"height":13}},{"id":"b0da40ee-1b87-4aaa-b5df-c7567c9f5962","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares Trust, and, as a result, oversees all of the","page_number":35,"box":{"x":60,"y":637,"width":857,"height":12}},{"id":"43eeab2b-4b20-465e-a0ae-29bb151f37b6","block_type":"box","text":"funds within the iShares Complex, which consists of 430 funds as of February 27, 2026. With the exception of Stephen","page_number":35,"box":{"x":59,"y":652,"width":827,"height":13}},{"id":"44256346-d58e-4664-bcc7-c5cf81c31940","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":35,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"fdbcab0e-a717-4155-93b4-7484795ee9c5","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":35,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"5609075b-3e29-44fa-8225-0d7cda9e89cc","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":35,"box":{"x":59,"y":698,"width":858,"height":12}},{"id":"327525a4-1868-4cb0-9491-a4d2af4bc3e2","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":35,"box":{"x":59,"y":713,"width":835,"height":12}},{"id":"7e2a9ea3-f995-44f8-9d83-862b8cd88066","block_type":"box","text":"about the Fund’s Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":35,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"0f7eb153-5905-41ba-98ee-cb465b4e2945","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":35,"box":{"x":59,"y":743,"width":288,"height":12}},{"id":"a3ae06d2-f172-49dc-bc56-971cc95755a5","block_type":"box","text":"22","page_number":35,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"9c88b9a6-8d96-4bc6-8639-e9cfa4ab623c","block_type":"box","text":"Interested Trustees","page_number":36,"box":{"x":60,"y":67,"width":137,"height":9}},{"id":"4bfe6c47-38a0-4dc9-9448-3b2f3fcd22d7","block_type":"box","text":"Name (Year of Birth) Position","page_number":36,"box":{"x":73,"y":106,"width":248,"height":10}},{"id":"7672b060-edf6-4115-bc71-b6f4835508cc","block_type":"box","text":"Principal Occupation(s)","page_number":36,"box":{"x":455,"y":96,"width":136,"height":10}},{"id":"59c2d527-21a4-4ec7-bb68-08214da23560","block_type":"box","text":"During the Past 5 Years","page_number":36,"box":{"x":457,"y":106,"width":133,"height":10}},{"id":"f6419403-a199-4e59-88e1-91cf5bc715a3","block_type":"box","text":"Other Directorships","page_number":36,"box":{"x":750,"y":96,"width":113,"height":10}},{"id":"b3f9ea35-9bb8-4aed-85ec-3a9f6a6326d8","block_type":"box","text":"Held by Trustee","page_number":36,"box":{"x":763,"y":106,"width":89,"height":10}},{"id":"05195588-b165-4009-9e3c-34afd0d7e224","block_type":"box","text":"Robert S. 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(since","page_number":36,"box":{"x":392,"y":128,"width":238,"height":13}},{"id":"6ba02045-7074-438f-ac4b-4c79e2a2f6ee","block_type":"box","text":"2006); Vice Chairman of BlackRock,","page_number":36,"box":{"x":392,"y":143,"width":249,"height":13}},{"id":"c3be63a8-f858-4727-953b-6b4f0a0c1efa","block_type":"box","text":"Inc. and Head of BlackRock’s","page_number":36,"box":{"x":392,"y":159,"width":201,"height":9}},{"id":"5b230157-1431-486a-a8c0-56394b4f2234","block_type":"box","text":"Portfolio Management Group (since","page_number":36,"box":{"x":392,"y":174,"width":251,"height":12}},{"id":"c3e5443b-3364-4771-b721-3b3d3faed546","block_type":"box","text":"its formation in 1998) and BlackRock,","page_number":36,"box":{"x":392,"y":189,"width":262,"height":12}},{"id":"e205425b-1f75-46ce-a142-6a4db07b8083","block_type":"box","text":"Inc.’s predecessor entities (since","page_number":36,"box":{"x":392,"y":204,"width":226,"height":12}},{"id":"aa7da697-14d6-46e1-ab9b-7056e672f1f9","block_type":"box","text":"1988); Trustee, University of","page_number":36,"box":{"x":393,"y":219,"width":197,"height":12}},{"id":"5340f8ae-a091-48e1-8c87-c63779d52701","block_type":"box","text":"Pennsylvania (since 2009); President","page_number":36,"box":{"x":392,"y":234,"width":255,"height":13}},{"id":"911b3ec7-c887-4347-b344-ea06d15a3383","block_type":"box","text":"of Board of Directors, Hope & Heroes","page_number":36,"box":{"x":392,"y":249,"width":258,"height":13}},{"id":"4f620918-f140-4cee-8af9-fca88c6bbd80","block_type":"box","text":"Children’s Cancer Fund (since 2002).","page_number":36,"box":{"x":392,"y":264,"width":257,"height":13}},{"id":"6ff70f34-7eb5-4845-8f3e-23697d0cee60","block_type":"box","text":"Director of BlackRock, Inc. (since","page_number":36,"box":{"x":676,"y":128,"width":229,"height":13}},{"id":"b24d766a-9f3b-4228-9211-74b59c34716d","block_type":"box","text":"2006); Director of iShares, Inc. (since","page_number":36,"box":{"x":676,"y":143,"width":257,"height":13}},{"id":"41ed0b5d-a49c-457e-9042-d6f86ee3cec5","block_type":"box","text":"2009); Trustee of iShares Trust (since","page_number":36,"box":{"x":676,"y":159,"width":260,"height":12}},{"id":"4da3992b-59d7-4f2a-8392-865b1ddb9167","block_type":"box","text":"2009).","page_number":36,"box":{"x":676,"y":174,"width":44,"height":12}},{"id":"68c84382-1f66-4cfa-87c2-662b1e30b45f","block_type":"box","text":"Stephen Cohen","page_number":36,"box":{"x":59,"y":285,"width":106,"height":12}},{"id":"fd805eb5-3524-4287-b05f-d2b06daf2f07","block_type":"box","text":"2","page_number":36,"box":{"x":167,"y":283,"width":6,"height":6}},{"id":"5d171e88-8bf2-4266-8379-5f306c7626d8","block_type":"box","text":"(1975)","page_number":36,"box":{"x":60,"y":300,"width":44,"height":12}},{"id":"9491453f-8767-4521-b7c0-040bc4065c42","block_type":"box","text":"Trustee (since","page_number":36,"box":{"x":225,"y":285,"width":98,"height":12}},{"id":"96f1f6b6-1943-4a37-ba96-54383cd765b5","block_type":"box","text":"2024).","page_number":36,"box":{"x":226,"y":300,"width":42,"height":12}},{"id":"4b5745e5-f80e-4d00-a38f-4f0dcadb8bf3","block_type":"box","text":"Senior Managing Director, Head of","page_number":36,"box":{"x":392,"y":285,"width":243,"height":12}},{"id":"0a13db76-975b-4aa2-91f8-532bb58313ec","block_type":"box","text":"Global Product Solutions of","page_number":36,"box":{"x":392,"y":300,"width":192,"height":9}},{"id":"b6434aaf-c2fe-4bec-9529-0883ee4b04bc","block_type":"box","text":"BlackRock, Inc. (since 2024); Senior","page_number":36,"box":{"x":392,"y":315,"width":247,"height":12}},{"id":"a3645569-99e6-4551-9ea4-d96328179d2f","block_type":"box","text":"Managing Director, Head of Europe,","page_number":36,"box":{"x":392,"y":330,"width":249,"height":12}},{"id":"4a803b8b-6bea-4e8f-9f37-d8fbe56be816","block_type":"box","text":"Middle East and Africa Regions of","page_number":36,"box":{"x":392,"y":345,"width":236,"height":12}},{"id":"46f50f79-0f0c-409a-a387-5092962f9f19","block_type":"box","text":"BlackRock, Inc. (2021-2024); Head of","page_number":36,"box":{"x":392,"y":360,"width":257,"height":12}},{"id":"8b86ab5b-6b2b-4217-a834-d9b123b791b4","block_type":"box","text":"iShares Index and Wealth in EMEA of","page_number":36,"box":{"x":392,"y":375,"width":259,"height":10}},{"id":"f0dd657c-76a7-4b96-a1fd-8b64dcf10980","block_type":"box","text":"BlackRock, Inc. (2017-2021); Global","page_number":36,"box":{"x":392,"y":390,"width":244,"height":13}},{"id":"5fd8d433-6694-43b0-94ba-a2c27716f789","block_type":"box","text":"Head of Fixed Income Indexing of","page_number":36,"box":{"x":392,"y":406,"width":236,"height":12}},{"id":"7f0281de-9890-4387-9219-a78160aa2144","block_type":"box","text":"BlackRock, Inc. (2016-2017); Chief","page_number":36,"box":{"x":392,"y":421,"width":239,"height":12}},{"id":"0afd7953-40c9-4dd0-af70-a86bdcca2643","block_type":"box","text":"Investment Strategist for","page_number":36,"box":{"x":392,"y":436,"width":172,"height":12}},{"id":"aed6ce8d-a8db-4977-bb2a-46c61c4f4b60","block_type":"box","text":"International Fixed Income and","page_number":36,"box":{"x":392,"y":451,"width":217,"height":10}},{"id":"2a978174-af89-4eef-b4fa-4799bd0aa93f","block_type":"box","text":"iShares of BlackRock, Inc. (2011-","page_number":36,"box":{"x":392,"y":466,"width":225,"height":12}},{"id":"c1c441a5-4a1d-458e-8050-2ca6738c4975","block_type":"box","text":"2015).","page_number":36,"box":{"x":392,"y":481,"width":42,"height":12}},{"id":"b47b78e1-6166-419b-a47f-87ef08c9434b","block_type":"box","text":"Director of iShares, Inc. (since 2024);","page_number":36,"box":{"x":676,"y":285,"width":256,"height":12}},{"id":"e742fb58-8ab1-4c2b-a092-3c26e005fdb3","block_type":"box","text":"Trustee of iShares Trust (since 2024).","page_number":36,"box":{"x":675,"y":300,"width":260,"height":12}},{"id":"6f49e0cf-a892-434c-98b7-d6df9234de5a","block_type":"box","text":"1","page_number":36,"box":{"x":89,"y":522,"width":2,"height":5}},{"id":"241cb5e0-f0ae-4df0-a0f0-c449fc27a936","block_type":"box","text":"Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":36,"box":{"x":104,"y":523,"width":815,"height":10}},{"id":"a6eab0c8-9297-4356-b331-2f02a3b58090","block_type":"box","text":"affiliates.","page_number":36,"box":{"x":103,"y":536,"width":49,"height":8}},{"id":"769eefba-411f-4442-9d7d-faa09711c59e","block_type":"box","text":"2","page_number":36,"box":{"x":88,"y":550,"width":5,"height":5}},{"id":"3ceef8f0-a21b-4d2c-8db4-dbbf0a49dee7","block_type":"box","text":"Stephen Cohen is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":36,"box":{"x":103,"y":551,"width":812,"height":10}},{"id":"6e83d80f-c053-40ec-9705-eeca0e3c183b","block_type":"box","text":"affiliates.","page_number":36,"box":{"x":103,"y":564,"width":49,"height":7}},{"id":"c2bfb1b2-e336-480e-9d57-58b8e7339c49","block_type":"box","text":"Independent Trustees","page_number":36,"box":{"x":60,"y":587,"width":156,"height":12}},{"id":"dacccd28-1bab-4a2c-a25b-72c8347ce4fd","block_type":"box","text":"Name (Year of Birth) Position","page_number":36,"box":{"x":73,"y":627,"width":248,"height":10}},{"id":"b7eecc55-9454-4ad4-800b-f6c02cdd1b23","block_type":"box","text":"Principal Occupation(s)","page_number":36,"box":{"x":455,"y":617,"width":136,"height":9}},{"id":"bd6fc032-ba3b-455d-8a67-955cf225b59a","block_type":"box","text":"During the Past 5 Years","page_number":36,"box":{"x":457,"y":627,"width":133,"height":10}},{"id":"f4216141-099a-4340-a260-616d0be72ff7","block_type":"box","text":"Other Directorships","page_number":36,"box":{"x":750,"y":617,"width":113,"height":9}},{"id":"9a98c230-0e54-4da3-b5a7-01dbc4abc7ec","block_type":"box","text":"Held by Trustee","page_number":36,"box":{"x":763,"y":627,"width":89,"height":10}},{"id":"88212606-24fe-416f-a646-840bbe9cd900","block_type":"box","text":"John E. 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(since","page_number":39,"box":{"x":676,"y":336,"width":215,"height":13}},{"id":"99808de7-5edd-4c87-ae77-60fc4a18fbe6","block_type":"box","text":"2022).","page_number":39,"box":{"x":676,"y":351,"width":43,"height":13}},{"id":"e9476f5b-2768-4274-aa98-92a517346e4b","block_type":"box","text":"James Mauro","page_number":39,"box":{"x":58,"y":372,"width":92,"height":11}},{"id":"b720f51a-58c5-4e86-a5c9-f51676832be4","block_type":"box","text":"(1970)","page_number":39,"box":{"x":60,"y":387,"width":44,"height":12}},{"id":"b86e0343-2730-42de-a2a1-e6e5844057f6","block_type":"box","text":"Executive Vice","page_number":39,"box":{"x":368,"y":372,"width":99,"height":9}},{"id":"cf5636d2-97b6-497a-9390-c55d8cbe1f72","block_type":"box","text":"President (since","page_number":39,"box":{"x":368,"y":387,"width":110,"height":12}},{"id":"c745a275-f6e1-4711-a708-d827cc04aa99","block_type":"box","text":"2021).","page_number":39,"box":{"x":368,"y":402,"width":42,"height":12}},{"id":"71f6f7bf-b8b5-44b2-9de5-b77fbd9439d0","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":39,"box":{"x":676,"y":371,"width":258,"height":13}},{"id":"79fdd485-454d-4ab7-bc44-c24109d39765","block_type":"box","text":"(since 2010); Head of Fixed Income","page_number":39,"box":{"x":676,"y":387,"width":246,"height":12}},{"id":"07d486d7-c428-4e76-8c8e-c22388635e9e","block_type":"box","text":"Index Investments in the Americas","page_number":39,"box":{"x":676,"y":402,"width":241,"height":9}},{"id":"0fa8bb31-3477-4332-9643-aa8117b9925c","block_type":"box","text":"and Head of San Francisco Core","page_number":39,"box":{"x":675,"y":417,"width":223,"height":10}},{"id":"6b18c64c-19c1-4034-855f-40ce4007856c","block_type":"box","text":"Portfolio Management of BlackRock,","page_number":39,"box":{"x":676,"y":432,"width":254,"height":12}},{"id":"348f82dc-71a6-47fe-8999-b062fedd0ce0","block_type":"box","text":"Inc. (since 2020).","page_number":39,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"72077b63-3740-477c-b6f8-b18f1dab56fe","block_type":"box","text":"Elise Terry","page_number":39,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"69a6e049-8176-4849-af9c-5d83997935bd","block_type":"box","text":"(1977)","page_number":39,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"237bc4af-d556-4806-adf9-cd22d07f64e5","block_type":"box","text":"Executive Vice","page_number":39,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"6a6531f0-d95b-4cf3-9f86-76405e00de30","block_type":"box","text":"President (since","page_number":39,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"7f78ffa8-c5d2-4cca-bbaa-138b0707a26a","block_type":"box","text":"2025).","page_number":39,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"582bd369-b1cb-4413-b7c3-a19f5ae62131","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":39,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"eeaeca4a-206d-4ebe-a060-6b0f7cc665e9","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":39,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"95cc5ce4-b872-4456-bf35-2f4d441cba31","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":39,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"25959b8a-1dd6-40cb-9cf7-5619c3aeb0d0","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":39,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"cf221934-1e02-4fcc-8c55-753414ae3371","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":39,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"acc20b97-c28b-43ae-a9ef-e02654a8d234","block_type":"box","text":"Channel (2020-2023).","page_number":39,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"d4b4b0c9-ad91-4f77-88f3-74ad2b2565c5","block_type":"box","text":"Daniel Prince","page_number":39,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"1e005911-5c93-4c35-8491-19741879686f","block_type":"box","text":"(1981)","page_number":39,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"596e5109-b0b1-4464-8f1a-0e798fce5a1b","block_type":"box","text":"Executive Vice","page_number":39,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"2972c743-f5f8-4248-b53f-01238b05d2ea","block_type":"box","text":"President (since","page_number":39,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"b64116e0-96e1-40ee-a88d-10ac8e38b13b","block_type":"box","text":"2025).","page_number":39,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"a20877cf-4e63-41cf-932d-b7e49fb212a9","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":39,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"9d937643-175a-47f1-a8dd-7c268d8e68a0","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":39,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"e515f00e-a067-408e-a21d-b9d4d529fff4","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":39,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"aeaa636b-952c-4896-843a-50f863a75882","block_type":"box","text":"iShares Product (since 2025); Head","page_number":39,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"97c4cd0c-f253-4205-9740-9e665df0fde3","block_type":"box","text":"of iShares Product Consulting","page_number":39,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"5db5cdf5-22b0-484e-9c3b-08db2ca412ec","block_type":"box","text":"(2015-2025).","page_number":39,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"a2dac5a1-695f-4508-a3c6-f878739ff19e","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":39,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"c9fa759e-834b-40ed-be5c-d434bb438e51","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":39,"box":{"x":59,"y":686,"width":821,"height":13}},{"id":"8499ac36-7645-45ef-9286-47e88f67527f","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":39,"box":{"x":59,"y":702,"width":868,"height":12}},{"id":"3e25ad5e-276b-4d83-986d-6d616ae9dce9","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":39,"box":{"x":59,"y":717,"width":819,"height":12}},{"id":"e9367e75-577f-4e78-8a90-a112a6dc4a71","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":39,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"2dd2c14b-8d44-4210-8c5a-b57a4c052947","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":39,"box":{"x":59,"y":747,"width":807,"height":12}},{"id":"0cc739e2-7528-4c96-94b3-5604f7f3194f","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":39,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"2b2bd413-7469-4837-8c93-99a24c20f93d","block_type":"box","text":"Board member of the Fund and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":39,"box":{"x":60,"y":777,"width":842,"height":13}},{"id":"62cff413-6f56-4fa2-b680-41069b75ecca","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":39,"box":{"x":59,"y":792,"width":817,"height":13}},{"id":"04d9e68a-1b5c-4805-9791-046a369753b5","block_type":"box","text":"discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he","page_number":39,"box":{"x":59,"y":807,"width":872,"height":13}},{"id":"6d7875a4-293c-4472-95bb-a40ce97fdd0e","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":39,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"c1a183e2-0d98-4c6a-913a-232b167fc150","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2011. Mr. Kapito has also served as a Director of iShares, Inc., a Trustee","page_number":39,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"b5708d2c-7052-4b42-91b8-1e731b321588","block_type":"box","text":"of iShares Trust since 2009 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI","page_number":39,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"339b7c63-1ecc-44a5-86d8-68ed6684f358","block_type":"box","text":"Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of BlackRock, Inc. and","page_number":39,"box":{"x":60,"y":879,"width":839,"height":13}},{"id":"53a07521-a3f6-44e4-a6a1-16cc06236bce","block_type":"box","text":"26","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"3e0b2a08-fe45-45d6-9c02-df1cb159a97f","block_type":"box","text":"BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive","page_number":40,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"412ff562-1d97-48c2-96b5-77b7015ba899","block_type":"box","text":"Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight of BlackRock’s key","page_number":40,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"6eb0459f-e394-4a56-ba08-97d5f077debd","block_type":"box","text":"operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative","page_number":40,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"cb7e36bf-92ff-4334-bff5-bec58ee5f0d4","block_type":"box","text":"Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock, Inc. and","page_number":40,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"26774334-cb7b-49fb-ae01-758fec686fc6","block_type":"box","text":"Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management","page_number":40,"box":{"x":60,"y":127,"width":861,"height":12}},{"id":"85f0f150-acb3-43f8-9516-cd1abc7e2374","block_type":"box","text":"within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a","page_number":40,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"45e2e878-256f-47f8-91a8-fefce1dd6bf8","block_type":"box","text":"member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s","page_number":40,"box":{"x":60,"y":157,"width":811,"height":13}},{"id":"98b8be41-4148-45e0-9db9-9d5714d934cc","block_type":"box","text":"Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since 2002. Mr.","page_number":40,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"a480c905-542b-4639-8c12-77a434850b24","block_type":"box","text":"Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an MBA","page_number":40,"box":{"x":60,"y":188,"width":845,"height":12}},{"id":"42434c44-d53c-4a9e-b83e-99b6b740fe8e","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":40,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"91fbb3cb-7fbb-421d-a07f-fa5d233ea98c","block_type":"box","text":"Stephen Cohen has been a Trustee of the Trust since 2024. Mr. Cohen has also served as a Director of iShares, Inc. and a","page_number":40,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"62b6fb70-8937-4328-84d6-d858a33ef528","block_type":"box","text":"Trustee of iShares Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management (UK)","page_number":40,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"dd82c2de-a4fe-493f-aad1-10e860fe0fac","block_type":"box","text":"Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen, Senior","page_number":40,"box":{"x":60,"y":259,"width":867,"height":13}},{"id":"202d8a04-cc52-4dee-9849-5a37ba005c5a","block_type":"box","text":"Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen is","page_number":40,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"40a97632-d7a7-4a4f-90b7-7086805cc57e","block_type":"box","text":"responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":40,"box":{"x":60,"y":290,"width":841,"height":12}},{"id":"39dedae2-2f85-44f4-baaa-daa941dfbe3d","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":40,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"cf8847f1-4339-4408-a4a5-0f1c960f0afd","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":40,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"3447f23e-cc3b-4cd8-a22d-386ef5ebf3e9","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":40,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"e108e678-5d0b-4814-8d13-c18262c2331d","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":40,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"e1387a76-eb5c-4417-aa77-9b877b557f74","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":40,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"5145f61e-2831-4a06-8a45-01c05017c19f","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":40,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"b690b0f3-10ab-4f17-b47f-e67a6ed3b4a5","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":40,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"47788c02-564f-4cd6-b2cf-c5850de887a3","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":40,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"d5e4bef8-ccc9-4393-ae20-104402ff71fe","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":40,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"9540bb92-c783-4f38-a625-795a3015a791","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":40,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"8a24253f-7bfd-4099-8c73-8ce32cb6be49","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":40,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"da180321-35f3-4a6b-b81e-9936055d051d","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2011 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":40,"box":{"x":58,"y":482,"width":857,"height":13}},{"id":"9da543ea-4cf2-4cd5-bb50-863929d6e313","block_type":"box","text":"served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2005, Chair of the Equity Plus and Nominating and","page_number":40,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"7083f941-eeba-442d-ad58-61257386ef8e","block_type":"box","text":"Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr. Kerrigan served as a","page_number":40,"box":{"x":59,"y":513,"width":857,"height":12}},{"id":"bafed82b-9230-482a-b368-fe5630a6df09","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief Investment Officer of Santa","page_number":40,"box":{"x":60,"y":528,"width":871,"height":12}},{"id":"c6c084dc-902d-4fc0-9449-044160002cc7","block_type":"box","text":"Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the","page_number":40,"box":{"x":59,"y":543,"width":834,"height":12}},{"id":"078aa929-d3d9-4cf3-8ccc-67b622aba056","block_type":"box","text":"following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a","page_number":40,"box":{"x":59,"y":558,"width":844,"height":12}},{"id":"530048af-87fc-4bef-acbe-e0f19192dbf4","block_type":"box","text":"Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from","page_number":40,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"d1197aee-2d8d-47c8-a135-6e38cf867fbe","block_type":"box","text":"Boston College and is a Chartered Financial Analyst Charterholder.","page_number":40,"box":{"x":60,"y":588,"width":462,"height":13}},{"id":"c66672a4-a02f-404b-ae99-6f40e49408dd","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":40,"box":{"x":58,"y":615,"width":838,"height":12}},{"id":"50cb3c59-c227-498c-a06a-f02a45cdefa9","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2015 and Chair of the Securities","page_number":40,"box":{"x":59,"y":630,"width":830,"height":11}},{"id":"626564ae-bc33-4dd6-9dc4-20a0855e7bf0","block_type":"box","text":"Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly served as","page_number":40,"box":{"x":60,"y":645,"width":827,"height":12}},{"id":"6e62ff1b-f411-43c7-a0b3-9e6021ff4b55","block_type":"box","text":"Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of","page_number":40,"box":{"x":59,"y":660,"width":815,"height":12}},{"id":"8049a43e-69b6-4342-8ec4-26dcaea96b38","block_type":"box","text":"Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director and","page_number":40,"box":{"x":59,"y":675,"width":879,"height":12}},{"id":"67c1469c-a400-44de-8184-eba92c815bfa","block_type":"box","text":"Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms.","page_number":40,"box":{"x":59,"y":690,"width":871,"height":13}},{"id":"f0cf8e2b-ae12-409b-9cf5-adc327eff1a0","block_type":"box","text":"Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":40,"box":{"x":59,"y":705,"width":807,"height":13}},{"id":"5437f286-4c42-4d53-8463-160a6e2af8c7","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":40,"box":{"x":59,"y":720,"width":870,"height":13}},{"id":"58b5ac5b-70ea-4332-9710-5544af5c9547","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":40,"box":{"x":60,"y":736,"width":852,"height":12}},{"id":"2eed1f0a-1e83-4e1e-bf86-02a3069d274c","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":40,"box":{"x":59,"y":751,"width":866,"height":11}},{"id":"e192ea2e-9a0e-44a3-bc2a-5d3026cf33f6","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":40,"box":{"x":59,"y":766,"width":876,"height":12}},{"id":"07c51de7-17a2-43c1-8150-d4c34b05a629","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":40,"box":{"x":59,"y":781,"width":829,"height":12}},{"id":"b5bcd902-29f2-4f0e-bb42-91e4859e3436","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":40,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"51980161-68f1-42e5-822f-5d54321b1c71","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":40,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"e5b30ef6-f468-407e-9b04-58803fb64b9a","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":40,"box":{"x":59,"y":826,"width":842,"height":13}},{"id":"5aece333-6e35-4ef5-b33c-c5eb5791a7f5","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":40,"box":{"x":59,"y":841,"width":712,"height":13}},{"id":"8fb9f778-f7be-4109-8fc3-a994642904aa","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":40,"box":{"x":60,"y":868,"width":865,"height":12}},{"id":"923bf644-eb51-449b-ba24-81950f23a1b6","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2017 and Chair of the 15(c) Committee of each","page_number":40,"box":{"x":59,"y":883,"width":863,"height":12}},{"id":"5c079790-e177-486a-891c-3c41ece80b11","block_type":"box","text":"27","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1acc8511-8c97-428a-93e2-417f33282f5e","block_type":"box","text":"Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares Trust and iShares, Inc. from April","page_number":41,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"1583e194-66d4-4f7a-bcc0-225b21161ddb","block_type":"box","text":"2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently as the U.S.","page_number":41,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"178e59c7-05cc-4f55-9ef7-583527c16253","block_type":"box","text":"asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the","page_number":41,"box":{"x":59,"y":97,"width":877,"height":12}},{"id":"214f14d9-c370-4197-bee6-1a079436aa31","block_type":"box","text":"asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at Andersen LLP,","page_number":41,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"235fc3d8-c1a9-483c-920c-4447d75d104a","block_type":"box","text":"where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani served as a","page_number":41,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"84f9cb71-5cce-431c-a685-7615e717ab3c","block_type":"box","text":"Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the School of","page_number":41,"box":{"x":59,"y":142,"width":833,"height":13}},{"id":"5dbe8feb-ecd8-4d59-a301-44a61e480dd9","block_type":"box","text":"Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One Generation","page_number":41,"box":{"x":60,"y":157,"width":876,"height":13}},{"id":"514c30fc-0887-4c61-ba66-4e21b489c1b7","block_type":"box","text":"Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS degree in","page_number":41,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"956aba91-b6e9-406e-ba3c-a2411b0993bb","block_type":"box","text":"Accounting from LaSalle University.","page_number":41,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"dadddadf-1f56-46a9-9c3f-a1b51699fdc0","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":41,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"0b9424c7-4bd7-4d15-b23f-62379b852e8a","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Audit","page_number":41,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"b9687131-ab59-45d9-be80-f7f93ee17b6a","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":41,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"6360692c-ff77-470c-bdb3-7f7d53a7aad8","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":41,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"ac7c90c1-a99d-479f-8d51-cce84049e2d8","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":41,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"98ab72a7-15d3-4794-b68f-a93f1d4db822","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":41,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"30b3bbfe-8ec5-4d80-bf7d-19dab32c2b07","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":41,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"c3bff064-135a-449a-be31-eccb74684a43","block_type":"box","text":"Accountant (inactive).","page_number":41,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"7d7fe37b-4f76-4f3f-9944-5724192ac9a1","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":41,"box":{"x":58,"y":346,"width":868,"height":11}},{"id":"3961c89a-7c68-4b52-9008-4b4161f262f3","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Risk Committee of each Board","page_number":41,"box":{"x":59,"y":361,"width":877,"height":12}},{"id":"5f425043-b664-4fb2-84fe-13f7ff45080b","block_type":"box","text":"since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board director,","page_number":41,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"9038a66c-e4a8-4eb3-af12-a91c710e84aa","block_type":"box","text":"management consultant, and chief risk officer. He has previously served as a director on public, private, and fund boards,","page_number":41,"box":{"x":60,"y":392,"width":844,"height":12}},{"id":"2f7ab3a9-0ed6-41c1-b092-ad5159a4baad","block_type":"box","text":"including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam was a","page_number":41,"box":{"x":60,"y":407,"width":838,"height":12}},{"id":"9eaf4077-d567-4523-a157-c3a4da7974f5","block_type":"box","text":"Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit Committee","page_number":41,"box":{"x":60,"y":422,"width":877,"height":12}},{"id":"fc722360-b107-4079-a1df-fd363cc4e54d","block_type":"box","text":"Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving global","page_number":41,"box":{"x":59,"y":437,"width":841,"height":12}},{"id":"2db46219-c3a2-4d21-b2b0-b36e74ad96e7","block_type":"box","text":"clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a Partner","page_number":41,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"b6d714bf-89aa-4b11-abb2-cb54a3ad3101","block_type":"box","text":"of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR Institute, a","page_number":41,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"43129180-090e-4804-8e55-ed9245a9072c","block_type":"box","text":"not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam is the","page_number":41,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"cbeea865-1a37-43ca-817b-c379d1ee7e91","block_type":"box","text":"author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management books.","page_number":41,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"d03ec7bc-5e82-4839-8af3-08dbfc339fc6","block_type":"box","text":"He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has been an","page_number":41,"box":{"x":60,"y":513,"width":859,"height":12}},{"id":"88820d87-9659-479c-ac75-039d7620eafa","block_type":"box","text":"adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s Council of","page_number":41,"box":{"x":59,"y":528,"width":877,"height":12}},{"id":"c9c3bb4b-caca-4f7f-a2ae-4fadd78268c9","block_type":"box","text":"Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California, Los","page_number":41,"box":{"x":60,"y":543,"width":818,"height":12}},{"id":"fd2e2088-d237-407f-8e01-34aea7cf2df9","block_type":"box","text":"Angeles.","page_number":41,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"37e44fc1-0f91-4f49-880b-3f2884297b16","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":41,"box":{"x":60,"y":584,"width":864,"height":10}},{"id":"6f53d45f-60da-4ab5-8ea9-d94dde55fa65","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares Trust, and Chair of the Fixed Income Plus","page_number":41,"box":{"x":59,"y":600,"width":869,"height":11}},{"id":"98df6c5d-f58e-47ba-b9e7-513c504b7906","block_type":"box","text":"Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust, iShares, Inc. and","page_number":41,"box":{"x":59,"y":615,"width":850,"height":12}},{"id":"5d0c06e5-2684-43fc-b98a-039e156bc7c3","block_type":"box","text":"iShares Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds,","page_number":41,"box":{"x":60,"y":630,"width":852,"height":12}},{"id":"4dd34690-88a3-4365-a819-73539e2f7e56","block_type":"box","text":"Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also served as a member of the","page_number":41,"box":{"x":60,"y":645,"width":876,"height":12}},{"id":"15500d0f-295a-4983-ba03-f9ef3e138b38","block_type":"box","text":"Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in","page_number":41,"box":{"x":59,"y":660,"width":841,"height":12}},{"id":"2023c8ad-a660-4108-ac29-cf0b402d057f","block_type":"box","text":"various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a Senior Managing Director and","page_number":41,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"2d71056c-0268-4e44-ab2a-b9386bdc844f","block_type":"box","text":"Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of","page_number":41,"box":{"x":59,"y":690,"width":833,"height":13}},{"id":"ca847af8-313f-40bb-b724-498f9fe4d435","block_type":"box","text":"Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.","page_number":41,"box":{"x":60,"y":705,"width":855,"height":13}},{"id":"7f0b5c5b-c13b-44d0-a0e2-4cb03579b86e","block_type":"box","text":"Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr. Lawton has a BA degree in","page_number":41,"box":{"x":60,"y":720,"width":793,"height":13}},{"id":"3e13513f-37ef-4d8b-a8d3-2bf26184e695","block_type":"box","text":"Administrative Science from Yale University and an MBA from University of North Texas.","page_number":41,"box":{"x":59,"y":736,"width":616,"height":12}},{"id":"c62bfa6f-cd3d-4791-96ed-277e4655fcaa","block_type":"box","text":"John E. 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Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services","page_number":41,"box":{"x":59,"y":807,"width":867,"height":13}},{"id":"ae47e4f7-bcdf-4cf0-98ac-247095c27b51","block_type":"box","text":"to this privately held firm that develops products and strategies for homeowners in managing the equity in their homes.","page_number":41,"box":{"x":59,"y":823,"width":838,"height":12}},{"id":"e734961d-9c27-4e40-a985-55e24606b0b8","block_type":"box","text":"From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez previously served as","page_number":41,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"d5c62581-5272-44b4-b5ab-68c87165fd79","block_type":"box","text":"Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s","page_number":41,"box":{"x":60,"y":853,"width":822,"height":12}},{"id":"f1d4ed92-080c-409a-85df-40b7f7bdc787","block_type":"box","text":"shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide activities. Mr. Martinez","page_number":41,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"76f8b3cd-4ff2-461a-ab70-ede8ba9104ac","block_type":"box","text":"also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI, Chairman of Barclays","page_number":41,"box":{"x":59,"y":883,"width":840,"height":12}},{"id":"011e3f9e-1ee8-4242-93a6-12c662dfbea5","block_type":"box","text":"28","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"3d13e381-48e6-41f9-9299-4484cd7d7e82","block_type":"box","text":"Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to 2012, he was a","page_number":42,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"b2f41d40-8e6d-4cf6-b03a-3dd0fc89e1c8","block_type":"box","text":"Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary","page_number":42,"box":{"x":60,"y":82,"width":848,"height":12}},{"id":"80680b6e-42b4-4efc-9c2c-7bcf57a6a6a6","block_type":"box","text":"Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB degree in","page_number":42,"box":{"x":60,"y":97,"width":805,"height":12}},{"id":"d0b25b44-7e65-4c8d-aa7c-ec59ac1233b5","block_type":"box","text":"economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The University","page_number":42,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"5aba38d2-1710-4fdb-a06c-27eba3e6e865","block_type":"box","text":"of Chicago Booth School of Business.","page_number":42,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"2f981a58-fdd7-42e9-8c49-23177eb2928c","block_type":"box","text":"Madhav V. 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Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at the","page_number":42,"box":{"x":60,"y":199,"width":842,"height":12}},{"id":"bbed6b4a-743c-453f-be61-5252224b3936","block_type":"box","text":"University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as Chair of","page_number":42,"box":{"x":60,"y":214,"width":876,"height":12}},{"id":"d8ffafa6-734a-44a1-81e8-3bf9cfec8bcd","block_type":"box","text":"the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":42,"box":{"x":59,"y":229,"width":814,"height":12}},{"id":"904de103-4d15-46f9-a16a-352aa397c4b2","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. 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He has taught accounting for","page_number":42,"box":{"x":59,"y":290,"width":846,"height":12}},{"id":"f3c6e587-1e97-4789-80fe-c1dc69c31b48","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":42,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"ef2a46b3-7a0c-48db-91e1-3bc832efb843","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":42,"box":{"x":59,"y":320,"width":871,"height":12}},{"id":"32e7c575-badf-4ef9-94a0-f254ba296998","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":42,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"f5c07ded-d391-4313-a2d6-42308a6ee489","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":42,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"66e373dd-ad14-44c5-aec5-56ded2c2b5b4","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":42,"box":{"x":59,"y":365,"width":820,"height":13}},{"id":"a70aeeaf-5f9b-4a07-8af5-25e453242750","block_type":"box","text":"University.","page_number":42,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"5efae809-2e88-4b0b-a7a1-30a636d4061e","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":42,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"d766eeca-6911-432a-9ddd-58e6ef9975fb","block_type":"box","text":"Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged BFA to manage the Fund on a","page_number":42,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"d93bf173-f960-4c18-bf27-898edfd3e64e","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Fund in","page_number":42,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"9f819795-b924-4a0d-85fa-006ff5abb8d0","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":42,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"a122297f-1d56-441c-8b42-757bd284cef6","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":42,"box":{"x":60,"y":479,"width":841,"height":12}},{"id":"e7612447-9b19-42cf-ab8c-481abdf96435","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":42,"box":{"x":60,"y":494,"width":872,"height":12}},{"id":"86628d3e-ad3d-431f-889a-ca7b118e3b73","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":42,"box":{"x":59,"y":509,"width":830,"height":12}},{"id":"01968c31-222c-4a0f-9249-b53f5dc6ab3f","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":42,"box":{"x":60,"y":524,"width":819,"height":12}},{"id":"b2a775b2-be80-464f-9c93-44424b0b1b68","block_type":"box","text":"providers to the Trust.","page_number":42,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"6ef0536c-5556-4d72-a47f-a6a9f1f6c427","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":42,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"8cf4df4b-a4af-4f5f-9b02-992b01cececc","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":42,"box":{"x":60,"y":581,"width":872,"height":12}},{"id":"75b7ca36-5f75-4097-8aba-750d9bd7c0ed","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":42,"box":{"x":60,"y":596,"width":864,"height":12}},{"id":"d310e179-4575-4624-be40-7b16a737bfff","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":42,"box":{"x":60,"y":611,"width":863,"height":12}},{"id":"2eba36a3-ae7f-4229-847a-b9501b0018b6","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":42,"box":{"x":59,"y":626,"width":804,"height":12}},{"id":"74ffd55f-059c-4762-b94e-6463d70a8021","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time","page_number":42,"box":{"x":59,"y":641,"width":856,"height":12}},{"id":"97cc4fb5-6cf5-419f-aa7e-4aff0f04bc42","block_type":"box","text":"the Board may establish ad hoc committees or informal working groups to review and address the policies and practices of","page_number":42,"box":{"x":59,"y":656,"width":863,"height":13}},{"id":"0b65540c-8084-4dfd-9ec0-b1c1cde6f548","block_type":"box","text":"the Fund with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":42,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"bd5132bb-3200-47a0-8889-b3012b93ccbf","block_type":"box","text":"role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service","page_number":42,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"a925ea3b-5e81-4358-892b-201aaa0ae876","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":42,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"a4cbefbe-6355-4cc7-8a19-9b167d33aef3","block_type":"box","text":"oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each","page_number":42,"box":{"x":59,"y":717,"width":824,"height":12}},{"id":"cbf2b93d-0d97-40d5-b59e-794eeac9609c","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":42,"box":{"x":59,"y":732,"width":863,"height":12}},{"id":"d4631dbd-cfe3-40ea-a7fd-cfc8bb9f8336","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":42,"box":{"x":59,"y":747,"width":797,"height":12}},{"id":"a77605ec-6b66-4654-8dc9-b2dc44531d83","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":42,"box":{"x":60,"y":762,"width":823,"height":12}},{"id":"89b0e936-e7b5-46cc-a612-85b538722de9","block_type":"box","text":"enhance effective oversight.","page_number":42,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"e4c6fb29-e894-4138-bec1-62c654118496","block_type":"box","text":"Day-to-day risk management with respect to the Fund is the responsibility of BFA or other service providers (depending on","page_number":42,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"e21f4156-31f7-46c7-b7d7-339bb14d64e5","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. The Fund is subject to a number of risks, including investment,","page_number":42,"box":{"x":59,"y":819,"width":838,"height":12}},{"id":"f4d24470-dd89-4401-bb59-b21dba6adfb0","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":42,"box":{"x":59,"y":834,"width":836,"height":12}},{"id":"ed50f944-a271-4587-83b4-bc5932fcd9bf","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":42,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"b69d3391-6970-412b-91a9-43b8f64bd5a7","block_type":"box","text":"eliminate all of the risks applicable to the Fund. The Trustees have an oversight role in this area, satisfying themselves that","page_number":42,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"524ac83f-6426-4fa7-a64e-35553a19e832","block_type":"box","text":"risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s","page_number":42,"box":{"x":60,"y":879,"width":831,"height":13}},{"id":"395281b9-f18f-4c7b-8ee0-703ac471e434","block_type":"box","text":"29","page_number":42,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b70c0c24-0198-4125-81cd-c1cd50a0124c","block_type":"box","text":"general oversight of the Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":43,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"04e8beae-e631-4675-9873-f8bc8893f9e9","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":43,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"6b63375b-5b9a-4f95-bd63-fb78e52114b4","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":43,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"6432f2bc-564f-4dd5-931a-e4bbc14a0da9","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":43,"box":{"x":60,"y":112,"width":871,"height":12}},{"id":"e89764f8-5ba4-4d80-aad6-73590eca5ee6","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Fund.","page_number":43,"box":{"x":59,"y":127,"width":851,"height":12}},{"id":"fc5da4b1-c1a8-4777-9322-93c45fccdd03","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":43,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"eeb356f5-fe04-47a4-bfa4-1ae18d2eeea3","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by the Fund and management’s risk","page_number":43,"box":{"x":60,"y":157,"width":842,"height":13}},{"id":"c6bedc9c-4f58-434f-b3a5-4342a5853f58","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":43,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"1d6fcc76-e03a-4e04-b6e4-655e9c78af9e","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":43,"box":{"x":59,"y":188,"width":850,"height":12}},{"id":"1c2f7dea-3621-4538-9181-bb1be3a29544","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":43,"box":{"x":60,"y":203,"width":823,"height":12}},{"id":"c8f3cbdd-a60a-4a6b-9960-69aa9d9f0ea1","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":43,"box":{"x":59,"y":218,"width":831,"height":12}},{"id":"a594efe9-7543-4b55-b401-7e58881a93ae","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Fund’s independent registered public","page_number":43,"box":{"x":59,"y":233,"width":850,"height":12}},{"id":"3b0cf55f-2eab-4fcb-8ddb-335c3b02d75a","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support the Fund as well as test results.","page_number":43,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"64e2f0d6-2431-4048-9db8-649c8dda1b2a","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":43,"box":{"x":60,"y":263,"width":876,"height":12}},{"id":"cb23c8ca-6573-433f-b10f-0a74a72122a5","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":43,"box":{"x":59,"y":278,"width":782,"height":13}},{"id":"090b6b41-0b6c-4d0a-b90c-cc45cb429c60","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":43,"box":{"x":60,"y":293,"width":821,"height":13}},{"id":"120d1d39-0cb4-4e2c-8cf5-53a23abd0df0","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":43,"box":{"x":59,"y":308,"width":704,"height":13}},{"id":"ed94bec6-e21b-4341-9897-81228784a520","block_type":"box","text":"Committees of the Board of Trustees.","page_number":43,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"0476df36-b22b-4209-aae6-4123a753abe6","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":43,"box":{"x":336,"y":335,"width":556,"height":12}},{"id":"14e2faf5-9595-468d-b64e-c7b79092c187","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":43,"box":{"x":60,"y":350,"width":848,"height":12}},{"id":"6e41dc0c-946b-4a8d-8a01-2e1e08bb8646","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":43,"box":{"x":59,"y":365,"width":824,"height":13}},{"id":"d6994d41-2d91-4971-9934-a12664b3a646","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":43,"box":{"x":60,"y":380,"width":823,"height":13}},{"id":"f764f892-5b3f-4c15-9928-752c67f438f9","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":43,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"53e6afea-a792-4317-91a2-5120368d6246","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":43,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"be3b2050-4b09-42de-9526-8b4f8386fe1d","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":43,"box":{"x":59,"y":426,"width":871,"height":12}},{"id":"dae31e1c-f3c3-418f-b4aa-60a53a7c942b","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":43,"box":{"x":59,"y":441,"width":829,"height":12}},{"id":"f71a37e6-9a40-433b-8a09-8d2bad7cf8c6","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":43,"box":{"x":59,"y":456,"width":873,"height":12}},{"id":"aba62653-439f-4f12-b770-144f3dc54d8d","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":59,"y":471,"width":657,"height":12}},{"id":"390c933e-647c-4dd2-80f0-bb2325be31f6","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":43,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"71c7b9a9-4961-471a-a523-460e54e893ed","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":43,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"dfbe7e5c-b87a-4626-85e6-ed7782f23b46","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":43,"box":{"x":60,"y":528,"width":870,"height":12}},{"id":"a56b0e69-2f11-497d-99ff-0db8d93f8975","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":43,"box":{"x":59,"y":543,"width":867,"height":12}},{"id":"61075831-d1b3-41bf-9bd2-cc36038ec8a8","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":43,"box":{"x":59,"y":558,"width":793,"height":12}},{"id":"fa9c0df2-cf17-4fd2-a8ef-e8fa4d5953e3","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":43,"box":{"x":60,"y":573,"width":845,"height":12}},{"id":"b3c73532-b59e-4408-86e6-5b1dce2d67f2","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":43,"box":{"x":59,"y":588,"width":826,"height":13}},{"id":"14b37f3c-4e1e-494e-89b6-9c34a380b401","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":43,"box":{"x":59,"y":603,"width":865,"height":13}},{"id":"3dabe3c4-e9e0-4bfa-8bd4-ae3d8cf895fa","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":43,"box":{"x":60,"y":618,"width":857,"height":13}},{"id":"ee1fdba3-2c80-41b0-b80f-085108a90b2e","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":43,"box":{"x":60,"y":634,"width":826,"height":12}},{"id":"81e9d7aa-c1ee-47a9-ae8c-1436f4aa6ebb","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":43,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"70b7bb5f-8e4a-4db5-b44c-03b22b7db484","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":43,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"1c70f671-94aa-4dd2-9ad7-69468ba08240","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":43,"box":{"x":60,"y":679,"width":829,"height":12}},{"id":"5f630f41-a6dc-4349-8e37-9dca42ea0bc4","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":43,"box":{"x":59,"y":694,"width":857,"height":12}},{"id":"fdb27e72-b052-4044-ba8f-b7c2317f30a4","block_type":"box","text":"other capacity). The Nominating and Governance Committee met three times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":59,"y":709,"width":871,"height":12}},{"id":"3015c902-d7d7-4f46-8049-63e472805976","block_type":"box","text":"Each Independent Trustee serves on the 15(c) Committee. The Chair of the 15(c) Committee is Richard L. Fagnani. The","page_number":43,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"608adfaa-2516-420d-b41a-00a07a7cafad","block_type":"box","text":"principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for","page_number":43,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"2ceb681d-8adc-4b20-b196-01d8630cbc98","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":43,"box":{"x":59,"y":766,"width":823,"height":12}},{"id":"cde5f6b7-c4f6-4b22-8259-ad7d557dfd1d","block_type":"box","text":"meeting with BlackRock, Inc. in advance of the Board meeting at which the Trust’s advisory and sub-advisory agreements are","page_number":43,"box":{"x":60,"y":781,"width":877,"height":12}},{"id":"8cd165cc-c67d-48eb-9151-0fdf7883d323","block_type":"box","text":"to be considered to discuss generally the process for providing requested information to the Board and the format in which","page_number":43,"box":{"x":59,"y":796,"width":861,"height":12}},{"id":"2926cc28-84fd-4983-a051-7b48a416007f","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":43,"box":{"x":60,"y":811,"width":867,"height":13}},{"id":"4fcb85d7-a1ee-4b10-af7c-0027a5a14036","block_type":"box","text":"may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the","page_number":43,"box":{"x":60,"y":826,"width":847,"height":13}},{"id":"677576e6-5783-4741-aa93-807c37a98572","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":59,"y":841,"width":626,"height":13}},{"id":"cc34e813-bb51-4f4b-b626-8725f3f74d52","block_type":"box","text":"The members of the Securities Lending Committee are Jane D. Carlin (Chair), James C. Lam, Drew E. Lawton and John E.","page_number":43,"box":{"x":59,"y":868,"width":836,"height":12}},{"id":"d7de475c-7cfb-4cfe-b322-43063f97d068","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":43,"box":{"x":59,"y":883,"width":869,"height":12}},{"id":"b0cbaef2-4c71-4a60-b42e-c5b7e7796c3a","block_type":"box","text":"30","page_number":43,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f29836a2-a9ee-4f69-a012-833e55088c22","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":44,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"47f37a2b-e55f-471b-9561-b73277ec4803","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":44,"box":{"x":59,"y":82,"width":818,"height":12}},{"id":"beb33b6b-8a9c-47f7-8e08-c59e57ca54fb","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":44,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"96578380-e967-42e4-a971-495936de1b09","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":44,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"41ddace2-eee9-47d3-8a87-3fb43184cf7e","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":44,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"dbbc1cc7-9819-4643-8502-33d038111d35","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":44,"box":{"x":59,"y":142,"width":855,"height":13}},{"id":"4e94c86d-c757-4c55-9788-c7c9d0311cf9","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":44,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"1e856fdd-d7d7-4d26-aaf4-06764dde5c7e","block_type":"box","text":"ended October 31, 2025.","page_number":44,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"08a7e720-15b5-474f-85f9-29643a178322","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":44,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"bd3a81e2-ad17-4fed-8183-248345e99a1b","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":44,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"8ce4e364-1852-46bb-8b03-0421eab36da4","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":44,"box":{"x":60,"y":229,"width":878,"height":12}},{"id":"1f9cff4b-f9d6-4c97-89dd-4f362eb43c3e","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":44,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"bf1e93d9-1bac-4a75-9bdc-153fff1482bc","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":44,"box":{"x":60,"y":259,"width":877,"height":13}},{"id":"31bee132-1ca1-4b3c-9e53-0576ba9e3ef2","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":44,"box":{"x":60,"y":274,"width":780,"height":13}},{"id":"a602d090-c4ea-427b-b811-d14443d2b7e0","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":44,"box":{"x":60,"y":290,"width":820,"height":12}},{"id":"07bcc29b-a79e-4c20-a322-213eb72bd844","block_type":"box","text":"October 31, 2025.","page_number":44,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"d558db01-5921-41b8-9c8e-5969296f8601","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":44,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"79878b5e-048c-4b3c-923b-ff090b777475","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":44,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"c0faed72-2727-482c-ac68-1d2bac549728","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":44,"box":{"x":59,"y":361,"width":867,"height":13}},{"id":"b881a70a-8700-4a3e-9d16-b48024ae0d2d","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":44,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"810c2b6d-942a-410e-9120-7c8e6ffb6ba2","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":44,"box":{"x":59,"y":392,"width":852,"height":12}},{"id":"4f82484c-ca63-4023-bcde-9a1e6a8141cb","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":44,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"63a23456-703a-4e85-83b0-6594d4d9ec06","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":44,"box":{"x":60,"y":422,"width":833,"height":12}},{"id":"c2f11a18-7b28-4f77-99ec-305b0fb12db9","block_type":"box","text":"Committee met four times during the fiscal year ended October 31, 2025.","page_number":44,"box":{"x":59,"y":437,"width":512,"height":12}},{"id":"6674da14-6569-43d7-a0e0-6e0101840b54","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":44,"box":{"x":59,"y":463,"width":838,"height":13}},{"id":"dcddf445-5e14-48af-ad7b-151253b321f8","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":44,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"1edc32fa-b1ee-4dda-82bf-ce552dc8dafd","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the Board may most","page_number":44,"box":{"x":60,"y":494,"width":853,"height":12}},{"id":"c0121f7b-5827-4131-b786-ca3e9d6d3216","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":44,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"ac75fdb5-4529-42c3-a39e-38f944f2206e","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":44,"box":{"x":59,"y":524,"width":398,"height":12}},{"id":"7d5559be-0666-4aa6-abcd-0b806d94df55","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":44,"box":{"x":59,"y":550,"width":685,"height":13}},{"id":"119ef38c-0fd9-445e-8919-435a309006bb","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":44,"box":{"x":59,"y":577,"width":833,"height":12}},{"id":"16efffa5-59ab-4686-b4ba-01409ac8a2bf","block_type":"box","text":"Trustee in the Fund and in other registered investment companies overseen by the Trustee within the same family of","page_number":44,"box":{"x":59,"y":592,"width":816,"height":12}},{"id":"a63ec29a-42a8-4b6e-bb01-48fd830027d9","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":44,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"ce4c25ba-37cf-46ab-8def-848c9f4c8401","block_type":"box","text":"date indicated above:","page_number":44,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"37193954-eddc-4d8b-a2b3-f1cfde63364e","block_type":"box","text":"Name Fund","page_number":44,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"69c862da-ab30-437c-8579-b39f982622e9","block_type":"box","text":"Dollar Range of Equity","page_number":44,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"0c0bc051-7dd7-48e0-b186-df9a77569072","block_type":"box","text":"Securities in Named Fund","page_number":44,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"358eb7f0-0106-484e-b1f9-c3af88e6146b","block_type":"box","text":"Aggregate Dollar Range","page_number":44,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"4abe3be7-aa5e-4841-97c1-306c758e47d8","block_type":"box","text":"of Equity Securities in all","page_number":44,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"7e9cfb91-d5d6-491d-8505-ce55b33fc42d","block_type":"box","text":"Registered Investment","page_number":44,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"e41f044d-8ea5-41ca-b39c-fef92be2b67a","block_type":"box","text":"Companies Overseen by","page_number":44,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"41d4d6f2-f21c-4f36-b501-87eabf29eaa2","block_type":"box","text":"Trustee","page_number":44,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"16eb8a18-f33d-4297-88e4-fd7bfaaf6e8b","block_type":"box","text":"in Family of","page_number":44,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"65de9647-fc0a-449d-8bc0-0b5796456559","block_type":"box","text":"Investment Companies","page_number":44,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"70391854-1049-494a-8174-407055730b0a","block_type":"box","text":"Robert S. Kapito None None None","page_number":44,"box":{"x":60,"y":734,"width":759,"height":13}},{"id":"593d3b7a-0b7a-4bf2-b81f-d17d4d28d43a","block_type":"box","text":"Stephen Cohen None None None","page_number":44,"box":{"x":59,"y":775,"width":760,"height":12}},{"id":"52e43a50-fa10-4ce3-8e66-639db869ad00","block_type":"box","text":"John E. Kerrigan iShares Core MSCI Emerging Markets ETF $1-$10,000 Over $100,000","page_number":44,"box":{"x":58,"y":815,"width":827,"height":12}},{"id":"c7655a6b-e512-4c28-a796-c387624d827e","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":44,"box":{"x":229,"y":835,"width":476,"height":11}},{"id":"0bcb3bb1-6fdc-4823-bcc3-14b8724229e2","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":855,"width":493,"height":12}},{"id":"8e3d959f-b0de-47bc-b24d-b65d68542a76","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $1-$10,000","page_number":44,"box":{"x":229,"y":875,"width":452,"height":12}},{"id":"c909e6ed-61f1-4d38-9657-42299277bd06","block_type":"box","text":"31","page_number":44,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"7d1a7d97-6258-4478-99d3-f9d819082466","block_type":"box","text":"Name 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by","page_number":45,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"a18dfeed-589d-4218-9791-262288edbe55","block_type":"box","text":"Trustee","page_number":45,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"2ce45182-06da-4290-85a9-27bec90d4d37","block_type":"box","text":"in Family of","page_number":45,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"f4af4994-83d4-49a4-bc98-3b513df5597e","block_type":"box","text":"Investment Companies","page_number":45,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"3a8af73e-eb62-47ce-a9e8-43ff5114a18d","block_type":"box","text":"iShares ESG Aware MSCI USA ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":150,"width":493,"height":11}},{"id":"de7661bb-8d98-41ff-85b8-95eae3e94bc9","block_type":"box","text":"iShares ESG Aware MSCI USA Small-Cap ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":170,"width":493,"height":12}},{"id":"0278dba5-1dfa-4ed2-b02b-95ce8b60abce","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":190,"width":493,"height":11}},{"id":"9b27514c-153f-4554-b3b7-f8ca63bb7974","block_type":"box","text":"iShares Future Exponential Technologies ETF Over $100,000","page_number":45,"box":{"x":229,"y":210,"width":476,"height":13}},{"id":"44670796-05ac-4478-8978-d5165b6d3d4b","block_type":"box","text":"iShares Genomics Immunology and Healthcare","page_number":45,"box":{"x":229,"y":230,"width":329,"height":13}},{"id":"313dde5a-3c51-4a5d-8550-7de7987c11b5","block_type":"box","text":"ETF","page_number":45,"box":{"x":246,"y":246,"width":24,"height":9}},{"id":"79a4a305-22a5-4248-82af-856241b5e9f9","block_type":"box","text":"Over $100,000","page_number":45,"box":{"x":604,"y":230,"width":101,"height":12}},{"id":"99b0615a-c7fd-4201-8d10-a9f4e467700d","block_type":"box","text":"iShares Global Clean Energy ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":266,"width":502,"height":12}},{"id":"dea9f28a-4804-4951-b954-cc357b8d2e5e","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":45,"box":{"x":229,"y":286,"width":476,"height":11}},{"id":"43765377-bef3-4c96-b8ab-1e1a8b2ef8ad","block_type":"box","text":"iShares MSCI EAFE Growth ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":306,"width":493,"height":11}},{"id":"b54761b1-f21b-47a6-8bec-f637d131e98a","block_type":"box","text":"iShares MSCI EAFE Value ETF Over $100,000","page_number":45,"box":{"x":229,"y":326,"width":476,"height":11}},{"id":"40aacd94-c203-49dd-8351-627666d38901","block_type":"box","text":"iShares MSCI Emerging Markets ex China ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":346,"width":493,"height":13}},{"id":"d00efa25-1342-4833-b780-62968660302c","block_type":"box","text":"iShares MSCI USA Equal Weighted ETF Over $100,000","page_number":45,"box":{"x":229,"y":366,"width":476,"height":13}},{"id":"38532b45-5412-41c2-9782-daed2ec7daf2","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":387,"width":493,"height":12}},{"id":"5543c874-28a6-4af2-8260-3c2486e87158","block_type":"box","text":"iShares MSCI USA Quality Factor ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":407,"width":493,"height":12}},{"id":"afef493d-7eac-49e0-b86c-0956f4f04862","block_type":"box","text":"iShares S&P 500 Growth ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":427,"width":502,"height":11}},{"id":"89e31758-d2b6-47de-8dc3-a1a70dafc96d","block_type":"box","text":"iShares S&P 500 Value ETF Over $100,000","page_number":45,"box":{"x":229,"y":447,"width":476,"height":11}},{"id":"87f593a0-8a3b-485c-b771-6a907b13a480","block_type":"box","text":"iShares U.S. Infrastructure ETF $1-$10,000","page_number":45,"box":{"x":229,"y":467,"width":452,"height":12}},{"id":"b8bf75fd-95be-403e-9076-329d66af11b9","block_type":"box","text":"iShares U.S. Technology ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":487,"width":493,"height":13}},{"id":"913b22b2-14b4-4532-a894-293cab99fa90","block_type":"box","text":"Jane D. Carlin iShares Core MSCI EAFE ETF $50,001-$100,000 Over $100,000","page_number":45,"box":{"x":58,"y":528,"width":827,"height":11}},{"id":"b6c97978-00af-40a4-8092-6b4bb6ab2ca6","block_type":"box","text":"iShares Core MSCI Emerging Markets ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":548,"width":493,"height":12}},{"id":"b5e94ff4-7d8a-461a-a8e1-6f5956aae131","block_type":"box","text":"iShares Core S&P 500 ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":568,"width":502,"height":11}},{"id":"e902a15d-f670-4531-88bf-3fafba58b2ff","block_type":"box","text":"iShares Core S&P Mid-Cap ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":588,"width":502,"height":13}},{"id":"c54baf18-5653-4a7c-b955-524444cb5679","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":45,"box":{"x":229,"y":608,"width":476,"height":13}},{"id":"0e304d63-79ac-49df-9a54-ff1d1c1f2710","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":45,"box":{"x":229,"y":628,"width":476,"height":12}},{"id":"14f2d373-fd88-47de-82c4-d656a009dd86","block_type":"box","text":"iShares Select Dividend ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":649,"width":502,"height":11}},{"id":"33d37404-9523-4fc7-a7ca-d42f188af6c6","block_type":"box","text":"Richard L. 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The Co-Chair of each of the Audit Committee and Risk Committee was paid an additional retainer of","page_number":48,"box":{"x":60,"y":97,"width":846,"height":12}},{"id":"b91ced53-44c2-492c-9e5c-22e0ba08c46f","block_type":"box","text":"$25,000.","page_number":48,"box":{"x":59,"y":112,"width":60,"height":11}},{"id":"cf61e230-2450-4df0-9a82-7c84f4a4f2bf","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Fund and the aggregate","page_number":48,"box":{"x":59,"y":138,"width":855,"height":13}},{"id":"0ebd887f-481b-4d32-84b5-9ae0220e3cb3","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":48,"box":{"x":59,"y":154,"width":815,"height":12}},{"id":"101e462b-0b80-4d41-b3ea-ce61bfa41ac5","block_type":"box","text":"Agreements to cover all operating expenses of the Fund, subject to certain exclusions as provided for therein, BFA pays the","page_number":48,"box":{"x":59,"y":169,"width":859,"height":12}},{"id":"54bcad18-6208-491f-abb5-e13577032a94","block_type":"box","text":"compensation from its management fees. 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Kapito None Not Applicable Not Applicable None","page_number":48,"box":{"x":60,"y":306,"width":846,"height":12}},{"id":"8ce22b1e-f70d-4556-b8c5-da42476d57e1","block_type":"box","text":"Stephen Cohen None Not Applicable Not Applicable None","page_number":48,"box":{"x":59,"y":321,"width":847,"height":12}},{"id":"8369f1d2-3e49-4648-a806-955a9148622a","block_type":"box","text":"Independent Trustees:","page_number":48,"box":{"x":59,"y":351,"width":155,"height":13}},{"id":"b4ba3272-78aa-4fe3-bd7a-96761ec4e7a5","block_type":"box","text":"Jane D. Carlin $1,300.24 Not Applicable Not Applicable $550,000","page_number":48,"box":{"x":58,"y":382,"width":862,"height":12}},{"id":"a432d94f-7bec-4aab-9ddb-41ca947d4011","block_type":"box","text":"Richard L. Fagnani 1,300.24 Not Applicable Not Applicable 550,000","page_number":48,"box":{"x":60,"y":397,"width":856,"height":12}},{"id":"c9ce12d9-52bc-4b58-8e6f-d3f1334be03d","block_type":"box","text":"Laura F. Fergerson 1,241.13 Not Applicable Not Applicable 525,000","page_number":48,"box":{"x":60,"y":412,"width":855,"height":12}},{"id":"ce83661e-effe-47bf-86c1-0e6f222d8b56","block_type":"box","text":"Cecilia H. Herbert","page_number":48,"box":{"x":59,"y":427,"width":122,"height":10}},{"id":"884921fa-775e-441e-9091-09afa8dba482","block_type":"box","text":"3","page_number":48,"box":{"x":182,"y":425,"width":5,"height":6}},{"id":"fd0dc6f9-28aa-488b-9eff-64e7e421a778","block_type":"box","text":"1,122.93 Not Applicable Not Applicable 475,000","page_number":48,"box":{"x":405,"y":427,"width":510,"height":12}},{"id":"978df4f3-4934-47bf-956a-d9cfdf7620ca","block_type":"box","text":"John E. Kerrigan 1,418.44 Not Applicable Not Applicable 600,000","page_number":48,"box":{"x":58,"y":442,"width":858,"height":12}},{"id":"96382839-cf08-418c-b523-680729282ef6","block_type":"box","text":"James Lam 1,241.13 Not Applicable Not Applicable 525,000","page_number":48,"box":{"x":58,"y":457,"width":857,"height":13}},{"id":"491d0348-cad3-4dcd-aa7a-21e09ac6c8c1","block_type":"box","text":"Drew E. Lawton 1,241.13 Not Applicable Not Applicable 525,000","page_number":48,"box":{"x":60,"y":472,"width":855,"height":13}},{"id":"d812ed58-31a4-4520-b31a-ee18ecac85af","block_type":"box","text":"John E. Martinez 1,241.13 Not Applicable Not Applicable 525,000","page_number":48,"box":{"x":58,"y":487,"width":857,"height":13}},{"id":"9c31f28d-0445-47c4-94a4-c413726fddb4","block_type":"box","text":"Madhav V. Rajan 1,241.13 Not Applicable Not Applicable 525,000","page_number":48,"box":{"x":59,"y":503,"width":856,"height":12}},{"id":"717c075e-fa60-47b8-959c-639c445ee145","block_type":"box","text":"1","page_number":48,"box":{"x":89,"y":541,"width":2,"height":5}},{"id":"fd4c66cc-cc28-4578-b462-0ad549c47665","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":48,"box":{"x":103,"y":542,"width":815,"height":10}},{"id":"54892aba-26df-4a39-b381-12b54151b3f4","block_type":"box","text":"funds in the iShares Complex as of the fiscal year end.","page_number":48,"box":{"x":103,"y":555,"width":301,"height":10}},{"id":"8fafeb46-aa40-4188-8d7b-562bac01cbf6","block_type":"box","text":"2","page_number":48,"box":{"x":88,"y":569,"width":5,"height":5}},{"id":"19ffc417-3ca9-40b5-8c30-e573233421a4","block_type":"box","text":"Includes compensation for services to iShares, Inc., iShares Trust, and iShares U.S. ETF Trust for the most recent calendar year end.","page_number":48,"box":{"x":104,"y":570,"width":730,"height":10}},{"id":"8e6a0ecf-43c4-4cb3-baba-c025816e7f28","block_type":"box","text":"3","page_number":48,"box":{"x":88,"y":584,"width":5,"height":5}},{"id":"27f83acd-9ce3-4207-ac63-c975ae2f4d62","block_type":"box","text":"Served as an Independent Trustee through December 31, 2025.","page_number":48,"box":{"x":103,"y":585,"width":353,"height":10}},{"id":"ece29039-8329-4456-8e8f-49fa40374ba6","block_type":"box","text":"Control Persons and Principal Holders of Securities.","page_number":48,"box":{"x":59,"y":608,"width":372,"height":13}},{"id":"c517abc5-3098-453d-9d63-4f847b4e9311","block_type":"box","text":"The Trustees and officers of the Trust collectively owned less than 1% of the Fund’s outstanding shares as of January 30,","page_number":48,"box":{"x":59,"y":635,"width":844,"height":12}},{"id":"bce1bc5f-d985-4345-b740-3e50d02a2bb5","block_type":"box","text":"2026.","page_number":48,"box":{"x":59,"y":650,"width":38,"height":10}},{"id":"2eb93a27-8f13-4302-8475-d7ee21079b39","block_type":"box","text":"Although the Trust does not have information concerning the beneficial ownership of shares held in the names of Depository","page_number":48,"box":{"x":59,"y":676,"width":878,"height":13}},{"id":"4c2e7e1a-6c7f-481d-adfa-787a8db5a7cc","block_type":"box","text":"Trust Company (“DTC”) participants (as defined below), as of January 30, 2026, the name and percentage ownership of each","page_number":48,"box":{"x":59,"y":691,"width":874,"height":13}},{"id":"42c42b44-2938-4508-b21f-0b44a2dcc67e","block_type":"box","text":"DTC participant that owned of record 5% or more of the outstanding shares of the Fund were as 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other","page_number":49,"box":{"x":214,"y":162,"width":705,"height":12}},{"id":"86a9123a-8e7f-4943-b7ed-09adfd7c6032","block_type":"box","text":"subsidiaries of BlackRock, Inc. (collectively referred to in this section as “BlackRock”) and their respective directors, officers or","page_number":49,"box":{"x":59,"y":177,"width":878,"height":13}},{"id":"9ea3e01a-0983-418e-96ae-fa4d614c0a01","block_type":"box","text":"employees, with respect to the Funds and/or other accounts managed by BlackRock, may give rise to actual or perceived","page_number":49,"box":{"x":59,"y":193,"width":847,"height":12}},{"id":"a9315657-c105-481e-8203-bef3be040db2","block_type":"box","text":"conflicts of interest such as those described below.","page_number":49,"box":{"x":59,"y":208,"width":355,"height":9}},{"id":"63926bfe-4931-483a-ab21-e7a9a86f80a2","block_type":"box","text":"BlackRock is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their respective directors,","page_number":49,"box":{"x":60,"y":234,"width":848,"height":13}},{"id":"9ada7912-2602-4aa8-89c8-d84c5e45ff8b","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":49,"box":{"x":59,"y":249,"width":821,"height":13}},{"id":"b74de26f-b8ff-49a5-b429-f08a1ed58a48","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":49,"box":{"x":59,"y":264,"width":824,"height":13}},{"id":"01b30611-ff8e-4018-ba01-0bbce079b306","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":49,"box":{"x":60,"y":280,"width":825,"height":11}},{"id":"c90f6cc9-1fad-45fb-8c0c-712b607f175a","block_type":"box","text":"managing the Funds. These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":49,"box":{"x":60,"y":295,"width":871,"height":12}},{"id":"4d0f3355-1c76-477b-8b99-ad2f5b1b5654","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. These businesses and interests include potential multiple","page_number":49,"box":{"x":59,"y":310,"width":850,"height":12}},{"id":"1b05db2e-cba8-43f1-9b8b-87b851a29831","block_type":"box","text":"advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other","page_number":49,"box":{"x":59,"y":325,"width":852,"height":12}},{"id":"aa7620d6-f1c5-4fd0-950a-8711d9ddb85b","block_type":"box","text":"instruments that may be purchased or sold by a Fund.","page_number":49,"box":{"x":60,"y":340,"width":377,"height":12}},{"id":"da181670-022b-4366-ba3e-920e6921683a","block_type":"box","text":"BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate","page_number":49,"box":{"x":60,"y":366,"width":842,"height":13}},{"id":"cc5822d5-66ee-499b-9a31-6e9e2066a59a","block_type":"box","text":"accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund","page_number":49,"box":{"x":59,"y":382,"width":836,"height":12}},{"id":"4ecc0106-4a3e-41ac-85b2-88ad13ca16a6","block_type":"box","text":"and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also","page_number":49,"box":{"x":59,"y":397,"width":875,"height":12}},{"id":"0bfa3ec5-9a89-4fa5-b2c5-83ceb91d102b","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":49,"box":{"x":59,"y":412,"width":865,"height":12}},{"id":"8aaff4d1-e22c-4868-b1b5-afbc2eb2f077","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":49,"box":{"x":59,"y":427,"width":840,"height":12}},{"id":"29177e17-1111-4b20-bdc0-81edc58e977f","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":49,"box":{"x":59,"y":442,"width":441,"height":11}},{"id":"580e33d5-3e9b-4095-a52b-649a8b93113f","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":49,"box":{"x":59,"y":468,"width":859,"height":13}},{"id":"cc442a95-a692-4c4b-af9a-de88f6761782","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":49,"box":{"x":59,"y":484,"width":868,"height":12}},{"id":"c0e0c4fe-4fbf-444c-964f-70f78d289a30","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":49,"box":{"x":59,"y":499,"width":866,"height":12}},{"id":"d3f49efb-fde3-48ec-8ffe-4bb3d200a83e","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":49,"box":{"x":60,"y":514,"width":834,"height":12}},{"id":"c41a1db4-5bcf-44a2-b94e-fe10a2beca7c","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":49,"box":{"x":60,"y":529,"width":876,"height":12}},{"id":"1d8422c0-503a-432d-95b4-db9dd0c461b1","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":49,"box":{"x":60,"y":544,"width":842,"height":12}},{"id":"c019e127-3f0f-496d-967c-c1ff34132b18","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":49,"box":{"x":60,"y":559,"width":874,"height":13}},{"id":"cc8e9440-eafa-47ef-bc95-71af2a6b471f","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":49,"box":{"x":59,"y":574,"width":880,"height":13}},{"id":"d6a7e2ae-76c2-4bfe-a5c8-4437dc2ec654","block_type":"box","text":"such Fund based on the information received.","page_number":49,"box":{"x":59,"y":589,"width":320,"height":10}},{"id":"5a2d04dd-fd88-4984-9d01-46ec95e34ef0","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":49,"box":{"x":59,"y":616,"width":806,"height":12}},{"id":"fd5fdccb-f082-43aa-8148-9fee170c3b6c","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":49,"box":{"x":59,"y":631,"width":873,"height":12}},{"id":"4a63eb73-cb43-442f-8b5c-47a460d6edd2","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":49,"box":{"x":59,"y":646,"width":815,"height":12}},{"id":"a9cd4d63-64ae-40cf-b154-26b57aa010ac","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":49,"box":{"x":59,"y":661,"width":816,"height":13}},{"id":"3d4808b9-0f73-435a-bd15-fd09d6f000da","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":49,"box":{"x":59,"y":676,"width":876,"height":13}},{"id":"3648abd0-2d85-4cb6-9a4c-6378da362d1a","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":49,"box":{"x":59,"y":691,"width":855,"height":13}},{"id":"bf9a0917-2a01-4533-9612-b19147410512","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":49,"box":{"x":59,"y":707,"width":815,"height":12}},{"id":"f6bbbd94-ccef-4ed3-ae3e-6c8938ea4551","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":49,"box":{"x":59,"y":722,"width":839,"height":12}},{"id":"21d91816-f267-4687-83fc-e23b52919620","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":49,"box":{"x":59,"y":737,"width":874,"height":12}},{"id":"0cf79968-48d4-4733-9af3-deaab3dd787b","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":49,"box":{"x":59,"y":752,"width":834,"height":12}},{"id":"9e641b16-6e9c-4fa7-a6af-8ce501e6170e","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":49,"box":{"x":59,"y":767,"width":822,"height":12}},{"id":"b7049c24-2992-485c-a958-8c52269d1907","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":49,"box":{"x":60,"y":782,"width":858,"height":13}},{"id":"07d80b1a-c80c-4e81-b047-3f9948f4a714","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":49,"box":{"x":59,"y":797,"width":867,"height":13}},{"id":"50a6344f-b88d-4c4b-bbec-601b5b468d92","block_type":"box","text":"so.","page_number":49,"box":{"x":59,"y":815,"width":18,"height":7}},{"id":"f74a13e8-3e99-474c-a65f-bf1ce82080a6","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":49,"box":{"x":59,"y":839,"width":879,"height":12}},{"id":"a0e39dbf-ac3b-4eaa-9656-382cf21ca5c8","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":49,"box":{"x":59,"y":854,"width":870,"height":12}},{"id":"5813f1fc-75ec-49af-b865-e82ef057488d","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":49,"box":{"x":59,"y":869,"width":875,"height":12}},{"id":"59c838be-3242-4b01-bf8b-2d30012936ae","block_type":"box","text":"36","page_number":49,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"cf14853f-ce30-4575-ade2-7a853a05db7b","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":50,"box":{"x":59,"y":67,"width":880,"height":12}},{"id":"d100ff1d-c36b-493a-a399-390a8641b557","block_type":"box","text":"its other accounts or funds.","page_number":50,"box":{"x":60,"y":82,"width":191,"height":9}},{"id":"a6cb3413-a7f7-4aad-8454-359146f429cc","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":50,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"3d17f738-2b8b-4896-a05a-428fd699d67f","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":50,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"75fb95a3-db4f-479f-97de-be48c132c49a","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":50,"box":{"x":59,"y":138,"width":836,"height":13}},{"id":"6441a604-564b-4778-8a89-8b7ed382c76d","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":50,"box":{"x":60,"y":154,"width":861,"height":12}},{"id":"d3e4f65a-64eb-4fe9-8394-b5d82711879d","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":50,"box":{"x":59,"y":169,"width":850,"height":12}},{"id":"76a50a61-2b45-49e2-9559-dcc0f53b2fea","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":50,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"a2daeb24-c59d-41b9-9fa5-046ac84eded9","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":50,"box":{"x":60,"y":199,"width":863,"height":12}},{"id":"3dba3c68-f521-424b-b817-3cb884a9a8ab","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":50,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"f836c12a-7b8f-4a81-81e4-ea58639c39f8","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":50,"box":{"x":60,"y":229,"width":831,"height":12}},{"id":"25acecdf-1819-4860-9ccc-4a39f75fc931","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":50,"box":{"x":59,"y":244,"width":841,"height":13}},{"id":"70b6f743-c873-485d-bf65-56402f888ef5","block_type":"box","text":"behalf of the Funds.","page_number":50,"box":{"x":60,"y":259,"width":137,"height":10}},{"id":"12a41a3b-ae97-46a5-bd5d-78f1d82c5de0","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":50,"box":{"x":60,"y":286,"width":815,"height":12}},{"id":"2e9d0b84-e232-448b-872e-f8eb4071ebcc","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":50,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"bece7649-2519-4ae9-9469-c03588214430","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":50,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"767c4f2f-6c20-4764-8f8d-0d0e9e64ef41","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":50,"box":{"x":59,"y":331,"width":541,"height":13}},{"id":"c3cd240e-8ed7-4e20-a30c-a30f9f31f611","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":50,"box":{"x":60,"y":358,"width":827,"height":12}},{"id":"7d779c2d-7d86-4b0c-ae22-9d9d770a6e8f","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":50,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"44841539-2688-41a9-ba50-1b31276cf5b5","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":50,"box":{"x":60,"y":388,"width":804,"height":12}},{"id":"9dd7a156-c021-46e0-905d-19b2c414db95","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":50,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"0591b335-277f-4173-9880-de68cd453a7e","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":50,"box":{"x":60,"y":418,"width":875,"height":12}},{"id":"9ab422d7-89ab-4876-a3c6-b0442788b5e7","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":50,"box":{"x":60,"y":433,"width":787,"height":13}},{"id":"a5454c8b-5b6c-4309-b779-50d326bb3142","block_type":"box","text":"transactions.","page_number":50,"box":{"x":59,"y":449,"width":89,"height":9}},{"id":"874cd253-613e-4df3-9567-7b888706d120","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":50,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"507310ee-5d66-404b-b936-9a25cfad2a44","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":50,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"c68fc5bb-8b3f-49b7-a1c0-b8b959d669fb","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":50,"box":{"x":60,"y":505,"width":847,"height":12}},{"id":"aacf6897-0b39-4bac-a628-b24496f4eb2e","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":50,"box":{"x":59,"y":520,"width":668,"height":12}},{"id":"63efec18-96c1-4fbf-b706-51f08733c185","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":50,"box":{"x":59,"y":547,"width":873,"height":12}},{"id":"f271bafb-0808-45fe-a1dd-982ba1f7e9e9","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":50,"box":{"x":59,"y":562,"width":874,"height":12}},{"id":"f7dd7563-1e2e-44c6-b955-e22c039b64ae","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":50,"box":{"x":60,"y":577,"width":851,"height":12}},{"id":"8fcf1855-aadf-4d5d-bcfe-3e690955137d","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":50,"box":{"x":60,"y":592,"width":858,"height":12}},{"id":"6bf1d5cf-719f-4236-8f04-53109ed63172","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":50,"box":{"x":59,"y":607,"width":839,"height":12}},{"id":"f8ae37fc-000a-4fc6-b0ca-c3dd740bbba0","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":50,"box":{"x":59,"y":622,"width":434,"height":13}},{"id":"a9e794ab-8a17-45c4-8032-55bbe2327173","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":50,"box":{"x":60,"y":649,"width":837,"height":12}},{"id":"5f216903-4f27-4758-a8b6-e907ea0b6836","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":50,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"ad47b30b-fb70-4996-85cf-c5a6334ee3ec","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":50,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"3b8baa5b-3fe9-4aab-bfe4-facb705a3ae4","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":50,"box":{"x":59,"y":694,"width":850,"height":12}},{"id":"59001da2-5e34-4e7e-a71e-0171da8084d4","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":50,"box":{"x":59,"y":709,"width":868,"height":12}},{"id":"6ec34d1e-8124-4494-9d5e-4e94b3284c86","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":50,"box":{"x":60,"y":724,"width":850,"height":13}},{"id":"fe2c3d36-d5e1-4cc5-8359-4d7c361822f6","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":50,"box":{"x":60,"y":739,"width":859,"height":13}},{"id":"6936e39d-80a7-4935-9312-e530e7469020","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":50,"box":{"x":59,"y":754,"width":677,"height":13}},{"id":"4081b23b-879d-4094-9188-eae1bdbbfdc8","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":50,"box":{"x":60,"y":781,"width":859,"height":12}},{"id":"8fa827e2-3b26-4b17-8c65-f8e0efdcec2a","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":50,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"a755dd1b-e91c-45ab-9673-fd426ca155bf","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":50,"box":{"x":60,"y":811,"width":854,"height":13}},{"id":"0b37360f-731a-4053-91e5-d3867a40364a","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":50,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"d217fa9c-8dc5-4c6f-a7bc-7d5771ee77a7","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":50,"box":{"x":59,"y":841,"width":859,"height":13}},{"id":"2dd1a31d-96c1-40d6-ab5e-90c36af70bcc","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":50,"box":{"x":59,"y":857,"width":819,"height":12}},{"id":"4aa997fa-1922-4290-88c0-84e1c568d61d","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":50,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"1527888f-27bd-461c-8ab9-eb08d6ace957","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":50,"box":{"x":59,"y":887,"width":568,"height":12}},{"id":"11347d51-0ed8-4256-9d25-1a98b1b2fae3","block_type":"box","text":"37","page_number":50,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"ce2dc393-73d4-46b1-83d4-4d0c6457f8f6","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":51,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"aaaea63d-3644-486c-8fc6-6d39178c1556","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":51,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"bab4c94f-3935-4c95-9282-b743e2072945","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":51,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"b823f9d6-3910-4156-b879-95347e56cb9a","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":51,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"23e7d0df-cc10-4b9b-8457-7c58baffbf79","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":51,"box":{"x":60,"y":127,"width":868,"height":12}},{"id":"4a8f9576-7e6a-41c7-a437-cbd01561fdf2","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":51,"box":{"x":59,"y":142,"width":816,"height":13}},{"id":"85911c7a-300d-407d-a495-ea9316dc4ac4","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":51,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"ae0bd4c0-8e29-4c7c-b0dd-8fbb8a1effd8","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":51,"box":{"x":59,"y":172,"width":572,"height":13}},{"id":"12276151-9db8-4250-8a4c-318db284a3f4","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":51,"box":{"x":60,"y":199,"width":835,"height":12}},{"id":"a1c164f1-df20-4243-a784-cad06030d791","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":51,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"c29d4f0c-c437-46bd-a887-971e4bf956c7","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":51,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"952fcb0c-7657-4bf0-9967-6f22a9186031","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":51,"box":{"x":59,"y":244,"width":851,"height":13}},{"id":"f056c8c0-9ac9-40a6-8c9a-07a9bdcfe8dd","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":51,"box":{"x":59,"y":259,"width":838,"height":13}},{"id":"6c4d8930-bac6-4084-beed-1b52d3881fa0","block_type":"box","text":"BlackRock.","page_number":51,"box":{"x":60,"y":274,"width":73,"height":10}},{"id":"0cf203d8-3f25-450d-bad7-857998c46ac7","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":51,"box":{"x":60,"y":301,"width":872,"height":12}},{"id":"811ee838-1b8c-4ac1-b7b4-da38dc8f75a3","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":51,"box":{"x":60,"y":316,"width":847,"height":12}},{"id":"1e02dfe9-a1b8-49cd-9c6d-4872aaf0ef81","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":51,"box":{"x":60,"y":331,"width":826,"height":13}},{"id":"abf29081-3a37-412a-b376-f9efdc7eab7e","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":51,"box":{"x":59,"y":346,"width":847,"height":13}},{"id":"2ab634a2-875b-49cc-ac61-33b05823f0b4","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":51,"box":{"x":59,"y":361,"width":837,"height":13}},{"id":"d75820b7-8607-4358-ba4c-0c6f147e9835","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":51,"box":{"x":59,"y":377,"width":856,"height":12}},{"id":"5587e8a9-dffe-42d3-ae8c-c81719365ef4","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":51,"box":{"x":60,"y":392,"width":870,"height":12}},{"id":"c3b9e458-fa9e-4d60-a006-8c12437cfeff","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":51,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"6e84621d-fd29-4e8d-a09d-9e48635f516f","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":51,"box":{"x":59,"y":422,"width":859,"height":11}},{"id":"51f2e12d-bc32-4fb0-8876-c348a4e71def","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":51,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"765f7c9a-6ae2-48a0-a45a-70aa7331ac21","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":51,"box":{"x":59,"y":452,"width":816,"height":12}},{"id":"2f5dad54-2f3e-4c6f-ab23-37320317d0de","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":51,"box":{"x":60,"y":467,"width":247,"height":13}},{"id":"882e4912-7ec3-49c4-a36c-6207a81e3b52","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":51,"box":{"x":59,"y":494,"width":801,"height":12}},{"id":"d3559b24-9e9c-477b-909a-086f17ce168b","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":51,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"22adf5de-21b4-46f2-a2f8-48693f6d9553","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":51,"box":{"x":60,"y":524,"width":854,"height":12}},{"id":"5832f8cd-d3e4-4289-91d9-b50f5f2194ef","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":51,"box":{"x":59,"y":539,"width":855,"height":12}},{"id":"e828df74-38fc-4a72-b3ac-b4bf01ee6c2e","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":51,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"d6632519-7d15-4b53-bfd2-acbfe2c0734f","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":51,"box":{"x":59,"y":569,"width":858,"height":13}},{"id":"4a237c5a-d429-4648-ad3b-a7f4bc12b386","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":51,"box":{"x":59,"y":584,"width":821,"height":13}},{"id":"7bef13ae-ebb6-489c-bd1f-62253c4ded91","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":51,"box":{"x":59,"y":600,"width":330,"height":12}},{"id":"eae3d6c4-1c8f-45a8-aafe-29df845050fc","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":51,"box":{"x":59,"y":626,"width":821,"height":12}},{"id":"dbd0ecd2-6326-47f8-b138-7821e7335c96","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":51,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"26d48ffe-5312-4192-bf38-a956c89e9ef3","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":51,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"f47b46c3-13f1-4174-bd7f-cda10e86528a","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":51,"box":{"x":59,"y":671,"width":824,"height":13}},{"id":"18804293-208b-4962-9027-61782e9f43b9","block_type":"box","text":"amounts.","page_number":51,"box":{"x":59,"y":688,"width":65,"height":8}},{"id":"defb28b8-565d-41c6-b236-90662b54d237","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":51,"box":{"x":59,"y":713,"width":858,"height":12}},{"id":"8fcc7f53-b29c-4cc6-a373-3200e00a5bd7","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":51,"box":{"x":60,"y":728,"width":856,"height":12}},{"id":"486916da-6153-41f6-9c79-9131a045e59b","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":51,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"eac8c60b-ee48-40a7-9cf7-0ceba0c4af1b","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":51,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"6ecf10a3-4f57-471b-ac23-cc937e0af791","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":51,"box":{"x":59,"y":773,"width":821,"height":13}},{"id":"ba4f8100-f590-4c0e-98bd-ebb6a57df635","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":51,"box":{"x":60,"y":800,"width":851,"height":12}},{"id":"4f63770f-2cb2-40df-a90e-cb0be8f79cb1","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":51,"box":{"x":59,"y":815,"width":870,"height":12}},{"id":"1fab2dfe-9a89-41d7-a97f-e06a177316fb","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":51,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"6ab16458-af78-4972-b6d2-24e9c93c1238","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":51,"box":{"x":60,"y":845,"width":871,"height":13}},{"id":"6f752875-5b6b-461b-bbe8-0a778c8912d6","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":51,"box":{"x":59,"y":860,"width":838,"height":13}},{"id":"df65d400-a4ec-471f-a701-02c5d764a3c0","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":51,"box":{"x":60,"y":875,"width":870,"height":13}},{"id":"711c869d-c22f-4434-b768-47794ad523d1","block_type":"box","text":"38","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b630a90a-5f7c-4c12-9fcd-a23996a41763","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":52,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"6a06b49e-fe50-4c6d-85a5-d30650c2fc41","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":52,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"d25b3c3c-aa3b-49ef-8d03-112b51816aa8","block_type":"box","text":"allocation.","page_number":52,"box":{"x":59,"y":97,"width":71,"height":10}},{"id":"7647b079-5625-4e57-8b1e-0a4d807245dc","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":52,"box":{"x":59,"y":123,"width":863,"height":13}},{"id":"6a9b9bd8-2c43-4f06-b5af-3fc6c2e9e65b","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":52,"box":{"x":59,"y":138,"width":881,"height":13}},{"id":"77dabb49-3407-478f-a1ec-8ce79b5f7a81","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":52,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"37ec6123-2027-442b-999c-e0d7edfb2eed","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":52,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"aa01e130-ac2a-4773-aa2b-4671a20d2cc5","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":52,"box":{"x":60,"y":184,"width":848,"height":12}},{"id":"5b87b73d-ed3a-45cb-accc-92e88f89de19","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":52,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"01447fa0-5d15-42ea-893b-27664d1bd980","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":52,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"fbd2e92b-6bfb-4dba-8abc-6742dadb21ab","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":52,"box":{"x":59,"y":229,"width":866,"height":12}},{"id":"1ff0e367-ca75-4877-92eb-00ab938e2e27","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":52,"box":{"x":59,"y":244,"width":864,"height":13}},{"id":"9354403f-9145-4f17-9886-b862b9c72125","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":52,"box":{"x":60,"y":259,"width":443,"height":13}},{"id":"a9ef3a88-1abe-4818-b2de-d04f299ba961","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":52,"box":{"x":60,"y":286,"width":867,"height":12}},{"id":"a4bfd003-1de9-4497-89b2-dcead83db4af","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":52,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"4141ed0b-3a38-4096-b4de-73362a0e6a37","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":52,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"cb1711dd-b690-4c83-a5bf-288561b727fa","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":52,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"c7f43927-e95a-425c-916c-d2cb687240ed","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":52,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"2a99275c-8744-44e0-90ff-1ede1f027e7c","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":52,"box":{"x":60,"y":361,"width":421,"height":13}},{"id":"305e39f7-9a9e-4554-bd14-0e6a8628f583","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":52,"box":{"x":60,"y":388,"width":875,"height":12}},{"id":"316234fa-16c0-48fd-99ed-c97258490b67","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":52,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"5dcd7f05-e64a-4a22-b2b8-9f73d84f8c17","block_type":"box","text":"(","page_number":52,"box":{"x":60,"y":418,"width":4,"height":12}},{"id":"0764363d-b590-4df4-ab93-2702a7d2e869","block_type":"box","text":"i.e","page_number":52,"box":{"x":65,"y":419,"width":15,"height":9}},{"id":"46b821c5-561a-48c0-a55f-ab468f6a3d2e","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":52,"box":{"x":81,"y":418,"width":825,"height":12}},{"id":"0b1a978f-f9d0-4618-8624-586ebe410303","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":52,"box":{"x":60,"y":433,"width":798,"height":13}},{"id":"66d91b3e-e307-41e8-b182-a848cfba4ec1","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":52,"box":{"x":59,"y":448,"width":861,"height":13}},{"id":"514c95c5-cbbb-41ab-bb5a-bc979a79f648","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":52,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"bf871294-98dc-4a4e-8e5d-a16f156a78fd","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":52,"box":{"x":59,"y":479,"width":836,"height":12}},{"id":"8a71a2cc-6b92-4f80-a238-69cff8f2acf1","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":52,"box":{"x":60,"y":494,"width":858,"height":12}},{"id":"22d6bb60-0d8d-4eed-b2cb-5cb2434efd67","block_type":"box","text":"the firm.","page_number":52,"box":{"x":59,"y":509,"width":58,"height":10}},{"id":"50175b19-7152-4828-a846-633a2bffaefb","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":52,"box":{"x":60,"y":535,"width":874,"height":13}},{"id":"10c2d7cb-0992-45ae-a7d3-50db6c20095e","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":52,"box":{"x":59,"y":550,"width":849,"height":13}},{"id":"c045d371-074e-42be-939f-7da4c319e9ea","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":52,"box":{"x":60,"y":566,"width":867,"height":12}},{"id":"d4e42b05-9ae0-449c-8aa3-4fe116b11223","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":52,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"de95dfb2-b74d-4a6a-96e8-4b95b7a1abd8","block_type":"box","text":"required, or in cases involving client direction.","page_number":52,"box":{"x":60,"y":596,"width":318,"height":12}},{"id":"86d90d05-6156-4648-987b-69215a81c798","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":52,"box":{"x":60,"y":622,"width":872,"height":13}},{"id":"4d4840f7-108e-402b-b6f8-3e46e937251f","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":52,"box":{"x":59,"y":637,"width":819,"height":13}},{"id":"a811e9cd-a380-4706-a1d7-ec7f92e1ff54","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":52,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"8d360e51-c53f-4890-a1d6-ac02ecbb0a7b","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":52,"box":{"x":59,"y":668,"width":843,"height":12}},{"id":"088b8776-244f-4ff5-9b21-6d58b28e5cf4","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":52,"box":{"x":59,"y":683,"width":471,"height":12}},{"id":"6c760b12-6cab-42e6-8641-3b89fa87ec5b","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":52,"box":{"x":60,"y":709,"width":847,"height":12}},{"id":"14a32f22-ad7a-4af2-af2b-a6bc4babceb6","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":52,"box":{"x":60,"y":724,"width":864,"height":13}},{"id":"94f6fbf1-93e3-4308-ad15-210f36bd3cd8","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":52,"box":{"x":59,"y":739,"width":857,"height":13}},{"id":"87cc8a50-08c4-4a4b-836f-964b4d2b713f","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":52,"box":{"x":59,"y":754,"width":843,"height":13}},{"id":"949bd9b9-d960-4223-813e-d82fff3b450e","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":52,"box":{"x":60,"y":770,"width":814,"height":12}},{"id":"0d3983a9-b02a-4423-b652-04ba371fcb6d","block_type":"box","text":"BlackRock.","page_number":52,"box":{"x":60,"y":785,"width":73,"height":9}},{"id":"b9c12019-063b-4355-ac5e-48639bcd1305","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":52,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"88a51d34-66f3-4724-a982-c3d02c126bbc","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":52,"box":{"x":59,"y":826,"width":841,"height":13}},{"id":"bd82f08b-445f-4f86-92b5-5c4e18c45516","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":52,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"07c1636a-a451-4241-a1f2-2d6cc6b74625","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":52,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"3f22cfc5-d522-4158-93fd-e76e149f2d4d","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":52,"box":{"x":60,"y":872,"width":836,"height":12}},{"id":"fc98456f-eae2-4305-9581-8acbc52d53fb","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":52,"box":{"x":59,"y":887,"width":816,"height":12}},{"id":"36ea45ff-254f-4af7-831a-712443f62032","block_type":"box","text":"39","page_number":52,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6e8bad65-86cc-4b47-a69a-09b5fd939de1","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":53,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"409651eb-b334-40a9-8b56-c14da9df1a41","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":53,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"2fb6d9f6-e783-4898-b88e-6321ef815f3d","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":53,"box":{"x":60,"y":97,"width":839,"height":12}},{"id":"640b5e56-84e6-4951-af18-46c07e7e246d","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":53,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"36b35260-6974-4d77-823f-f8cc0644dfc7","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":53,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"b7b2b496-d14e-4159-813d-ea464ca65839","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":53,"box":{"x":60,"y":142,"width":840,"height":13}},{"id":"7a4e7b3c-ba6d-4298-8d80-569c74adcb5d","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":53,"box":{"x":60,"y":157,"width":861,"height":13}},{"id":"9285f673-aac7-45d2-a86f-799f7182fa12","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":53,"box":{"x":60,"y":172,"width":867,"height":13}},{"id":"421568f9-9160-4b58-b9f9-29ed773c2a5f","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":53,"box":{"x":59,"y":188,"width":400,"height":12}},{"id":"f7d05f67-8f66-4507-95a3-1a60cdd0ddcb","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":53,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"9a18c18a-65b2-4c0e-8b47-1a90bbb60f24","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":53,"box":{"x":59,"y":229,"width":827,"height":12}},{"id":"279302df-015b-458a-9316-d5231b471f7e","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":53,"box":{"x":60,"y":244,"width":844,"height":13}},{"id":"d578e059-726a-4eff-8c8e-cecf420d5589","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":53,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"7ca6b0f7-3590-4d7e-a3e8-1d61c2422e98","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":53,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"77616017-ee07-42d9-bd16-9acc95a3e4f6","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":53,"box":{"x":60,"y":290,"width":844,"height":12}},{"id":"0fcf8c2e-a3a2-425a-89b2-36c0a5cf5b9f","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":53,"box":{"x":60,"y":305,"width":825,"height":12}},{"id":"b20ad429-d068-4cb6-b723-bbc3df581f91","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":53,"box":{"x":59,"y":320,"width":361,"height":12}},{"id":"c27122d7-4685-40e7-a546-f6487de9b601","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":53,"box":{"x":60,"y":346,"width":868,"height":13}},{"id":"b255ad63-28d8-45e0-ac38-bab1b7f0cc0b","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":53,"box":{"x":60,"y":361,"width":862,"height":13}},{"id":"550d687b-5b9b-4e45-82c7-ac72fd03b0e9","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":53,"box":{"x":59,"y":377,"width":846,"height":12}},{"id":"2b52a98a-52a9-4b89-b9b8-bd1ca8e47dd6","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":53,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"8708b09f-79d0-46be-b344-3e6ec7cb87b2","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":53,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"7409187f-36ac-4685-ad34-fac801b202e2","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":53,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"51d96e8d-4cab-4951-9813-a81ed917ba50","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":53,"box":{"x":60,"y":437,"width":805,"height":12}},{"id":"cc657f7c-06b6-4ddd-bbc1-e7b7a1964ed8","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":53,"box":{"x":60,"y":452,"width":793,"height":12}},{"id":"94b58695-0d31-4acb-9adb-dd65bc04c032","block_type":"box","text":"transactions.","page_number":53,"box":{"x":59,"y":468,"width":89,"height":9}},{"id":"609dd533-ae33-40a7-9732-a61c95b108a3","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":53,"box":{"x":60,"y":494,"width":821,"height":12}},{"id":"b092add8-57d9-40ba-8481-2f6f194b780f","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":53,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"8e97df19-424f-4761-8bfb-f32c13171723","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":53,"box":{"x":59,"y":524,"width":870,"height":12}},{"id":"e8a33e66-37ee-43dc-8790-8fe7a9a31a56","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":53,"box":{"x":60,"y":539,"width":810,"height":12}},{"id":"6f63f8d0-e6a2-4501-a48d-b2fc7a03e809","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":53,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"cc81e40e-e0af-416c-afc1-7a222ad7167a","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":53,"box":{"x":59,"y":581,"width":872,"height":12}},{"id":"4ff866fe-dbe6-43d6-845e-5d2784a6fd83","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":53,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"06707072-f1d0-4a1e-ab2d-1513a529ec04","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":53,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"7dc16ef9-b3ce-4370-9eb9-a6e00d25edae","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":53,"box":{"x":60,"y":626,"width":801,"height":12}},{"id":"a7167d58-829f-4304-8d44-64416f9be6c2","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":53,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"34a77127-9c77-4686-b9c4-200d8931ce9c","block_type":"box","text":"Policies.”","page_number":53,"box":{"x":60,"y":656,"width":60,"height":10}},{"id":"e576e36d-0e82-4fc2-9249-76c8927cc759","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":53,"box":{"x":60,"y":683,"width":819,"height":12}},{"id":"64b2e522-0f10-475f-b9ab-56b2d7a00b48","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":53,"box":{"x":60,"y":698,"width":874,"height":12}},{"id":"adf423a9-1a30-4343-967a-6a6626bdda6e","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":53,"box":{"x":59,"y":713,"width":861,"height":12}},{"id":"c0740912-6326-4d91-8a67-0d51c4f77e96","block_type":"box","text":"the Fund’s expense ratio.","page_number":53,"box":{"x":59,"y":728,"width":174,"height":12}},{"id":"6aee6714-ca97-4c13-8102-51f09759bddd","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":53,"box":{"x":60,"y":754,"width":854,"height":13}},{"id":"aaf55859-9cad-4de6-bb83-f563e99a532a","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":53,"box":{"x":59,"y":770,"width":840,"height":12}},{"id":"5fbd7f9a-ffcd-4420-b257-87a390635bc6","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":53,"box":{"x":59,"y":785,"width":856,"height":12}},{"id":"38dd5a17-9f6d-4381-aa03-3d7eb6da7f98","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":53,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"aa399b48-2b80-49dc-ab11-482f61815901","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":53,"box":{"x":60,"y":815,"width":871,"height":12}},{"id":"76c13b3c-e922-4e13-8b0b-274fb82b4531","block_type":"box","text":"Fund.","page_number":53,"box":{"x":60,"y":830,"width":37,"height":10}},{"id":"1241dc14-9840-413b-984a-cce773ef9935","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":53,"box":{"x":60,"y":857,"width":828,"height":12}},{"id":"031db6b9-1628-41b2-9377-88f14179c8db","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":53,"box":{"x":59,"y":872,"width":858,"height":12}},{"id":"471051ad-c3db-4da7-aaea-f5bacefb0259","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":53,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"b2019b85-7399-4f0e-8e16-04c7af1f372b","block_type":"box","text":"40","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c0bef4f8-c322-4216-a1ce-ae92f00345d2","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":54,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"705272b9-b693-4a89-ae1d-c8dbaa648fe9","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":54,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"6faa83e4-b17a-4baa-8cd3-bf78e83b5df0","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":54,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"32bee797-a740-4332-87bf-9757551689d9","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":54,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"01fab0ae-e18b-4cce-9552-9a68b0ae0a23","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":54,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"51e61e42-281e-4188-a571-826e783b5760","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":54,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"71af51d1-45a7-42bb-b8ba-150ec441fc9b","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":54,"box":{"x":59,"y":169,"width":863,"height":12}},{"id":"18feef55-e95a-4350-9c32-14fd82099a1f","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":54,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"295369e1-4e08-4376-bc1e-441ea024134b","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":54,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"60c22661-3a0c-45cd-aab4-612b4282c7b4","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":54,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"c319f98e-fbc4-480f-8923-1d404ed6068f","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":54,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"05dc94e4-8782-42f6-8c86-05830a333c90","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":54,"box":{"x":60,"y":244,"width":865,"height":13}},{"id":"930083f0-f624-482e-9068-76e142c88e62","block_type":"box","text":"products.","page_number":54,"box":{"x":59,"y":259,"width":65,"height":13}},{"id":"b3b250f8-a808-4d4f-991c-34f6685dbffc","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":54,"box":{"x":59,"y":286,"width":820,"height":12}},{"id":"f7739cd5-5222-4d47-a60f-496e638a8b92","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":54,"box":{"x":60,"y":301,"width":832,"height":12}},{"id":"9dde25d7-3c7e-4be2-8a35-6090d0fffe72","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":54,"box":{"x":60,"y":316,"width":845,"height":12}},{"id":"9dce5281-f6ee-42d6-803b-59a90aed2982","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":54,"box":{"x":60,"y":331,"width":876,"height":13}},{"id":"b7d1afef-89ba-41ee-acc0-c4138cc9764f","block_type":"box","text":"provide services to the Fund.","page_number":54,"box":{"x":59,"y":346,"width":200,"height":13}},{"id":"cdf3ff6d-d5bf-456f-9b00-da34ac874054","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":54,"box":{"x":60,"y":373,"width":867,"height":12}},{"id":"71d94efc-f8ff-4693-bdb0-d0e004bf2979","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":54,"box":{"x":59,"y":388,"width":821,"height":12}},{"id":"fcf17d55-0028-4cfb-b11b-35cb460d4868","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":54,"box":{"x":60,"y":403,"width":854,"height":12}},{"id":"7d5f32b9-cb70-4746-9f33-55a971ce9219","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":54,"box":{"x":59,"y":418,"width":877,"height":12}},{"id":"c73c61a9-b878-4a6e-a956-b5fe98771721","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":54,"box":{"x":59,"y":433,"width":849,"height":13}},{"id":"bbc4f909-414d-4a56-9ff7-3a12df1d275e","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":54,"box":{"x":59,"y":448,"width":821,"height":13}},{"id":"86f42a56-6752-4114-9f6d-08cec6644f38","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":54,"box":{"x":59,"y":463,"width":466,"height":13}},{"id":"fd30439a-33d9-4afb-9c0b-e18db88bfdbd","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":54,"box":{"x":59,"y":490,"width":816,"height":12}},{"id":"9993e921-4fa9-488d-87b7-e8483d5c9570","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":54,"box":{"x":59,"y":505,"width":869,"height":12}},{"id":"04133787-e1b9-45c2-a7ad-84b9b04b737f","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":54,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"7b9d8210-2731-43af-b552-d4912d583cd2","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":54,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"b29f8f90-28f5-4ee8-b177-643af0b9451d","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":54,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"3cb76bb0-848b-410a-bf79-f8cee4dcdc61","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":54,"box":{"x":59,"y":566,"width":878,"height":12}},{"id":"0f893b8e-371e-463e-b0bf-d583ab07e870","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":54,"box":{"x":59,"y":581,"width":844,"height":12}},{"id":"126c0f29-fcbc-4f79-8b41-f2dcbd1161e7","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":54,"box":{"x":60,"y":596,"width":863,"height":12}},{"id":"d90e175e-52b3-4a7d-ad89-7ca4b9e95ef7","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":54,"box":{"x":59,"y":611,"width":835,"height":12}},{"id":"278fef09-326c-4cce-bfc2-71e841c7befd","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":54,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"b00abdd6-b34c-4042-b9b0-0a764561ef3b","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":54,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"db275428-dfeb-46d1-beb1-98bbf8322939","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":54,"box":{"x":59,"y":656,"width":843,"height":13}},{"id":"0f6d94ee-583b-499b-b81b-ad98225a1c34","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":54,"box":{"x":59,"y":671,"width":865,"height":13}},{"id":"5144e0fd-c1b4-4d9c-8df3-a47627e89aaa","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":54,"box":{"x":60,"y":686,"width":873,"height":13}},{"id":"fca211e7-9b52-4c16-ae34-441530f39871","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":54,"box":{"x":59,"y":702,"width":832,"height":12}},{"id":"3ef4eae3-5759-4b39-866f-47cae2be090f","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":54,"box":{"x":60,"y":717,"width":522,"height":12}},{"id":"7e5fb043-e756-47b7-a41f-6728c244139b","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":54,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"2f635369-eb14-47a8-b713-d509b0de6500","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":54,"box":{"x":60,"y":758,"width":870,"height":13}},{"id":"a51a7c18-b405-4b76-9553-2e81b7018477","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":54,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"df3474ec-4a37-411f-b988-ae16c0ca55bc","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":54,"box":{"x":59,"y":788,"width":832,"height":13}},{"id":"b5b8d34f-405a-4703-aace-b448dfab7502","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":54,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"39e253a2-cf8a-44b9-a9c0-2b5ccda51f73","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":54,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"ba934f04-c9c0-4e92-897e-e9d5128c64cf","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":54,"box":{"x":60,"y":845,"width":855,"height":13}},{"id":"fd0eda65-14e6-4f54-9c70-830d88874af3","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":54,"box":{"x":59,"y":860,"width":873,"height":13}},{"id":"9dd03e61-8494-4021-a749-45c63c97afcb","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":54,"box":{"x":59,"y":875,"width":868,"height":13}},{"id":"558b4ef9-66df-46b2-9435-8f8be47f2498","block_type":"box","text":"41","page_number":54,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"56c13cdd-478b-47a0-99a4-1da601670b62","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":55,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"049727e7-a546-4777-9954-1924bf745cf5","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":55,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"36e88751-b390-4b38-bc99-d8ea8d5ebbcb","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":55,"box":{"x":60,"y":97,"width":850,"height":12}},{"id":"15f32f8a-4e16-47af-9c13-ef5464a6091e","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":55,"box":{"x":60,"y":112,"width":562,"height":12}},{"id":"e49a221b-0c9f-4a92-bcbc-b38ebe51a31b","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":55,"box":{"x":60,"y":138,"width":860,"height":13}},{"id":"d361ee01-13a2-4496-ae54-e4f2674497bf","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":55,"box":{"x":60,"y":154,"width":847,"height":12}},{"id":"13846594-2d9b-4767-b73e-ddb1616141cb","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":55,"box":{"x":59,"y":169,"width":878,"height":11}},{"id":"c401de4d-a9c8-4f89-b05f-7be5119d8659","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":55,"box":{"x":59,"y":184,"width":852,"height":12}},{"id":"bc0cadf5-aafe-416a-8cf8-ae01bbbd4b2a","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":55,"box":{"x":59,"y":199,"width":856,"height":12}},{"id":"ee05811c-e270-41e1-b2ae-fb5dc5d6e893","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":55,"box":{"x":60,"y":214,"width":846,"height":12}},{"id":"58ac77e2-51b9-424e-adb4-cf3d37023976","block_type":"box","text":"same day. From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to","page_number":55,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"2f92d52c-cb06-4529-ba26-c26e10e711a0","block_type":"box","text":"BlackRock and/or BlackRock’s internal policies designed to comply with, limit the applicability of, or otherwise relate to such","page_number":55,"box":{"x":60,"y":244,"width":869,"height":13}},{"id":"51c4d35c-c63f-45d4-9ffa-0013d5d6a666","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods","page_number":55,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"dfbd519d-355a-4ca2-b1a1-2294bd4c506e","block_type":"box","text":"when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in","page_number":55,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"2d543a59-9246-48e6-b73f-01b72f140460","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":55,"box":{"x":59,"y":290,"width":835,"height":12}},{"id":"457f0ad4-fd20-4772-9c6f-2d8125d4ba08","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":55,"box":{"x":59,"y":305,"width":834,"height":12}},{"id":"06334b47-dc0d-42f5-bfd4-228c50535ace","block_type":"box","text":"services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on","page_number":55,"box":{"x":59,"y":320,"width":859,"height":12}},{"id":"35459577-1b81-4c09-a2cf-182fb95a6b37","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":55,"box":{"x":60,"y":335,"width":853,"height":12}},{"id":"c9aae38e-3540-46f2-8918-8cc0fa2ba8fb","block_type":"box","text":"company (","page_number":55,"box":{"x":59,"y":350,"width":74,"height":12}},{"id":"8636282d-22a3-41c8-8d33-7c27f99a2733","block_type":"box","text":"e.g","page_number":55,"box":{"x":134,"y":353,"width":20,"height":9}},{"id":"44147c19-755c-4fa7-a131-bcc8ff65b932","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":55,"box":{"x":155,"y":350,"width":736,"height":12}},{"id":"517462aa-254d-43af-823e-a943c9bc62d3","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":55,"box":{"x":60,"y":365,"width":860,"height":13}},{"id":"df4cc16b-7e91-42c7-9327-1a2bc6d1d9f0","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":55,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"6d63727b-4fcc-4f56-9c54-860248892def","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":55,"box":{"x":59,"y":395,"width":858,"height":13}},{"id":"6ec176a7-d133-4f9e-98a2-a390cc4bd2af","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":55,"box":{"x":59,"y":411,"width":864,"height":12}},{"id":"a5b2304e-5cdc-46e3-923a-9f0b4bc15ed2","block_type":"box","text":"or officers of the issuer.","page_number":55,"box":{"x":59,"y":426,"width":162,"height":9}},{"id":"95cfabcb-0ba8-47c8-b9c1-96c120fe156d","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":55,"box":{"x":60,"y":452,"width":863,"height":12}},{"id":"5d9b1950-d812-4858-86bb-c416702c806a","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":55,"box":{"x":60,"y":467,"width":877,"height":13}},{"id":"defbf90c-4b2e-4baa-8e8e-94930e8ce4a5","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":55,"box":{"x":60,"y":482,"width":828,"height":13}},{"id":"f8c495c7-2f48-4994-9878-919817dcf7a6","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":55,"box":{"x":59,"y":497,"width":835,"height":13}},{"id":"1ca469ba-0c99-4ae9-81ff-486c4aee84f5","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":55,"box":{"x":59,"y":513,"width":870,"height":12}},{"id":"9e91256a-9591-43d5-8deb-e737622e80d2","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":55,"box":{"x":59,"y":528,"width":852,"height":12}},{"id":"ec7efdb9-155b-410b-a274-06cf0763be12","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":55,"box":{"x":60,"y":543,"width":843,"height":12}},{"id":"fd6d196b-7f92-4b00-8806-fb5ca5c48bfa","block_type":"box","text":"obligation or other duty to do so.","page_number":55,"box":{"x":59,"y":558,"width":230,"height":12}},{"id":"515d5c21-f358-445c-ab9e-eb11a25805c8","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":55,"box":{"x":60,"y":584,"width":838,"height":13}},{"id":"df7731ef-687a-4205-b2e4-d41cfff31d2c","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":55,"box":{"x":59,"y":600,"width":880,"height":12}},{"id":"fb34226e-7473-47b8-aa52-80d2dd13042e","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":55,"box":{"x":59,"y":615,"width":834,"height":12}},{"id":"05a2df80-322f-4e93-a3af-a71eb1e18d20","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":55,"box":{"x":60,"y":630,"width":875,"height":12}},{"id":"dd46c029-85bd-430e-90aa-dc3ddd7bc5da","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":55,"box":{"x":60,"y":645,"width":858,"height":12}},{"id":"71c9ee89-0952-4c76-a732-52d565828e0a","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":55,"box":{"x":59,"y":660,"width":875,"height":12}},{"id":"12e29fc2-fde4-41a8-a071-181ab5c266f6","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":55,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"abd92553-8990-4709-beac-cce9e3b5a022","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":55,"box":{"x":60,"y":690,"width":327,"height":13}},{"id":"e0480d80-3cee-4004-94cb-f2458a097e0c","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":55,"box":{"x":60,"y":717,"width":875,"height":12}},{"id":"9b9856f5-ddc6-44ed-bd5e-f53757492c76","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":55,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"d987a6fb-d272-473e-942c-85734e1f9989","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":55,"box":{"x":59,"y":747,"width":872,"height":12}},{"id":"634e00df-32c3-49c6-addd-b30c0e2fe9ae","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":55,"box":{"x":59,"y":762,"width":844,"height":12}},{"id":"be30d69b-f47a-4f3a-ada2-09c62faf3c04","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":55,"box":{"x":59,"y":777,"width":840,"height":13}},{"id":"179d7d8c-9250-4da2-a014-8acf9d0d992f","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":55,"box":{"x":59,"y":792,"width":846,"height":13}},{"id":"ffd6813d-d90b-4362-b857-309b109863e1","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":55,"box":{"x":60,"y":807,"width":799,"height":13}},{"id":"30195c25-afdf-4621-a98c-a5ae64d671b1","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":55,"box":{"x":60,"y":823,"width":855,"height":12}},{"id":"9ff23eb0-36b6-454f-bb36-776a4b16428b","block_type":"box","text":"personnel on the other side of a barrier.","page_number":55,"box":{"x":59,"y":838,"width":275,"height":12}},{"id":"e2da0ea3-d63a-4edd-9462-83d9aa020907","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":55,"box":{"x":59,"y":864,"width":860,"height":12}},{"id":"3192b411-fbf4-47a1-9026-2b57e4c99942","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":55,"box":{"x":59,"y":879,"width":803,"height":13}},{"id":"d3f82544-c865-4b03-8f2e-38531e4460a5","block_type":"box","text":"42","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"3095da7b-b661-4f94-9084-fb14aae0f8ff","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":56,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"a4765872-2e6a-48fc-82ca-ce3b1ffade31","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":56,"box":{"x":60,"y":82,"width":845,"height":12}},{"id":"43d92f06-da9d-4609-8e30-0585ab411adb","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":56,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"4612d40c-fa55-4eb0-b59f-a8d26c86a0d9","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":56,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"3a497ca8-e6ea-48a7-8316-e2d6e564b8a1","block_type":"box","text":"e.g","page_number":56,"box":{"x":872,"y":115,"width":20,"height":9}},{"id":"ce2db21d-c3e8-4fd1-b406-a1a4954b45e2","block_type":"box","text":".,","page_number":56,"box":{"x":893,"y":120,"width":6,"height":3}},{"id":"f5928e8d-0a18-4960-8431-20435873708c","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":56,"box":{"x":60,"y":127,"width":848,"height":12}},{"id":"7d103059-f1ff-4a4f-9154-35fe2a71b65b","block_type":"box","text":"ownership restrictions (","page_number":56,"box":{"x":59,"y":142,"width":165,"height":13}},{"id":"6cd8e429-f9a1-4616-bfc9-491f1b5a5248","block_type":"box","text":"e.g","page_number":56,"box":{"x":226,"y":145,"width":20,"height":10}},{"id":"d6c52a4a-5a70-442b-8577-bafc8f330888","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":56,"box":{"x":247,"y":142,"width":688,"height":13}},{"id":"a706bf81-adf8-4d21-9e6c-8b4d55e5a721","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":56,"box":{"x":60,"y":157,"width":857,"height":13}},{"id":"7e1f6a22-5453-445e-ace8-4ba58a324a6c","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":56,"box":{"x":59,"y":172,"width":815,"height":13}},{"id":"35264ef3-3b16-403b-a090-d6245977c1d4","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":56,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"7237b0d3-bc50-475f-b852-b2d8e8969a21","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":56,"box":{"x":59,"y":203,"width":846,"height":12}},{"id":"4037bbbd-d726-4dc9-8696-680bacc4ca79","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":56,"box":{"x":60,"y":218,"width":812,"height":12}},{"id":"5d6fc154-c9c8-4601-b952-dc85ff02a210","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":56,"box":{"x":60,"y":233,"width":389,"height":12}},{"id":"6dfc5c26-9bfa-4c93-8089-8182ec54d86b","block_type":"box","text":"e.g","page_number":56,"box":{"x":451,"y":236,"width":20,"height":9}},{"id":"087848bb-c7dc-499d-9b11-2b433e440125","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":56,"box":{"x":472,"y":233,"width":450,"height":12}},{"id":"99f6cfa0-1434-40a8-a8eb-616b4e9b5b39","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":56,"box":{"x":59,"y":248,"width":855,"height":12}},{"id":"9d6e7b59-91a4-4899-b138-4f2f367f0a42","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":56,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"2b043780-4923-428c-8fbd-d8acdcf6e886","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":56,"box":{"x":60,"y":278,"width":866,"height":13}},{"id":"0c18e83b-7be1-4114-be9c-8753709eeb48","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":56,"box":{"x":59,"y":293,"width":832,"height":13}},{"id":"52a151f0-2aa8-4b24-b08a-572e5206c1b4","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":56,"box":{"x":60,"y":308,"width":853,"height":13}},{"id":"51147d15-5ea4-4077-b924-a91e5aefef46","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":56,"box":{"x":60,"y":324,"width":546,"height":12}},{"id":"0e4d7689-1b33-4ffe-a262-7ecec281c70f","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":56,"box":{"x":60,"y":350,"width":858,"height":12}},{"id":"dc71ab54-4f7c-454a-92b0-9e8ea28b992e","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":56,"box":{"x":60,"y":365,"width":877,"height":13}},{"id":"e38f26c5-2da5-4b65-af98-923f295bb179","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":56,"box":{"x":59,"y":380,"width":794,"height":13}},{"id":"767e30f4-3d19-4470-8ea9-978365230317","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":56,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"e47f123d-f97f-4f6d-b645-e7a71293cd42","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":56,"box":{"x":60,"y":411,"width":851,"height":12}},{"id":"fcc8b212-9bea-4649-9d1a-21cad1109933","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":56,"box":{"x":60,"y":426,"width":876,"height":12}},{"id":"c05280b2-a68d-4492-8e22-00edd1218f52","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":56,"box":{"x":60,"y":441,"width":810,"height":12}},{"id":"1a623e69-4bb0-47fb-bc87-f67597307f2d","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":56,"box":{"x":59,"y":456,"width":835,"height":12}},{"id":"79eb92ff-4546-4eed-9a9b-8fd34f6f870f","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":56,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"a98c094a-7831-4a6e-abcb-fbe9d3d1b8c6","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":56,"box":{"x":60,"y":486,"width":873,"height":12}},{"id":"46c97ead-8f32-407a-8be6-1913456d8922","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":56,"box":{"x":59,"y":501,"width":875,"height":13}},{"id":"f571de53-e8b1-4c64-8373-ca675ae18025","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":56,"box":{"x":59,"y":516,"width":878,"height":13}},{"id":"e9f84c77-2c2f-4496-a0f4-6f578579d369","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":56,"box":{"x":59,"y":531,"width":812,"height":13}},{"id":"d7835bf3-15ac-479b-b586-feef62829ec2","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":56,"box":{"x":59,"y":558,"width":866,"height":12}},{"id":"3d92bdae-09e9-4117-a579-f48f91e7aeaa","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":56,"box":{"x":59,"y":573,"width":840,"height":12}},{"id":"14add87e-20a1-4c65-8502-e3a90a1ad03c","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":56,"box":{"x":59,"y":588,"width":868,"height":13}},{"id":"779d071b-d920-43a6-a430-934d25891ca3","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":56,"box":{"x":60,"y":603,"width":829,"height":13}},{"id":"0be1154e-a7d9-4cc8-9859-cdbaf48c3579","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":56,"box":{"x":59,"y":618,"width":877,"height":13}},{"id":"2e4fb57c-3ddd-4403-a997-43ca40f13e1e","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":56,"box":{"x":59,"y":634,"width":869,"height":12}},{"id":"209581f2-829b-4106-b74f-628a8c33b0aa","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":56,"box":{"x":59,"y":649,"width":880,"height":12}},{"id":"3db7c620-f567-4a2b-b0fa-41eb603ac76b","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":56,"box":{"x":59,"y":664,"width":863,"height":12}},{"id":"8c3abdef-2cf9-4543-b98e-e00fc315fc5d","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":56,"box":{"x":59,"y":679,"width":874,"height":12}},{"id":"04abc570-aaef-4c3f-924c-0d1624510793","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":56,"box":{"x":59,"y":694,"width":869,"height":12}},{"id":"e4844f4f-5c0f-4dd4-b077-5c7f824727be","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":56,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"b1b5caf4-b6ad-4ba0-a6a0-e05f1ac082aa","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":56,"box":{"x":59,"y":724,"width":840,"height":13}},{"id":"c15caa13-c089-4d82-8b8e-0ace42c85a1e","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":56,"box":{"x":60,"y":739,"width":871,"height":13}},{"id":"7d3515b7-bf26-4785-bc01-5f679121aabe","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":56,"box":{"x":60,"y":754,"width":817,"height":13}},{"id":"30f32c3b-8d22-4910-9907-bf07ade93208","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":56,"box":{"x":60,"y":770,"width":613,"height":12}},{"id":"18bdf3c1-0747-4e25-a71a-6e2855e2bc18","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":56,"box":{"x":59,"y":796,"width":862,"height":12}},{"id":"17df2740-b7fd-47e4-8633-3d0f29ac3d12","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":56,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"904bd587-801e-4acf-931f-269a694fb259","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":56,"box":{"x":59,"y":826,"width":481,"height":13}},{"id":"fd6bc7cf-ff6e-48fb-aa87-77c5d63c3c21","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":56,"box":{"x":60,"y":853,"width":872,"height":12}},{"id":"e839faf4-f748-4661-9c74-076caf76bb13","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":56,"box":{"x":59,"y":868,"width":879,"height":12}},{"id":"ed1da1f6-6b29-4241-8a7e-faaeb22f751b","block_type":"box","text":"to such security or asset.","page_number":56,"box":{"x":59,"y":883,"width":173,"height":12}},{"id":"8ab0a771-7db4-4cfa-9aa0-92c23d073ce0","block_type":"box","text":"43","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f3f4160b-41f6-4f60-a15f-4836759685b3","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":57,"box":{"x":60,"y":67,"width":710,"height":12}},{"id":"13176ce5-2b3d-40da-9e8c-1e1c4f21e73b","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":57,"box":{"x":60,"y":93,"width":867,"height":12}},{"id":"d601ae08-7536-4cf0-bebc-e4c601fdc1c1","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":57,"box":{"x":59,"y":108,"width":873,"height":13}},{"id":"00ec71a7-3943-487b-8479-a2544002b907","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":57,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"27b853a1-c285-455f-bf36-756b35840150","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":57,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"b0771ded-262e-41e0-826f-c61816ccd1ea","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":57,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"2a1532af-fe5b-4715-b5c4-5575dc49e9b7","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":57,"box":{"x":60,"y":169,"width":874,"height":12}},{"id":"acfb3ade-de98-4233-b31f-4143b1e5c4e9","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":57,"box":{"x":59,"y":184,"width":708,"height":12}},{"id":"8d92e17a-fe53-4ddd-ac17-acc4d4e73ed9","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":57,"box":{"x":60,"y":210,"width":859,"height":13}},{"id":"cce89b84-17dd-425e-8c16-e4e9f7a9291a","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":57,"box":{"x":59,"y":225,"width":809,"height":13}},{"id":"067566bc-c204-4aa4-a9b6-3120f79297f3","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":57,"box":{"x":60,"y":240,"width":876,"height":13}},{"id":"74035ce7-0138-445a-8da2-e0dd3dffe9ae","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":57,"box":{"x":60,"y":256,"width":823,"height":12}},{"id":"1db3546b-1291-42a3-ab09-fbcb2fddfc7b","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":57,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"2ada36c1-8132-4142-87bf-6f1e58fff065","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":57,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"0717ec6e-1a3c-4f32-942b-2497f6abf8f2","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":57,"box":{"x":59,"y":301,"width":566,"height":12}},{"id":"ce3e5d16-0c02-4f9c-8aa7-c280d272ff08","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":57,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"04696362-0b49-46c6-93e3-bee2e1f3240c","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":57,"box":{"x":59,"y":343,"width":860,"height":12}},{"id":"ab859811-60fb-4dd8-aa41-d36f16c24094","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":57,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"817d9c07-6c07-4849-aabb-d52155d1426b","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":57,"box":{"x":59,"y":373,"width":860,"height":12}},{"id":"f070c21c-4503-4cb9-b029-0c50d459269b","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":57,"box":{"x":59,"y":388,"width":857,"height":12}},{"id":"0e7af4b8-31b0-439f-9bb7-abb020f382ab","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":57,"box":{"x":60,"y":403,"width":846,"height":12}},{"id":"30d4b946-7adf-4074-a823-9591d8ff5d04","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":57,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"accd5b8a-6085-4200-b94e-888953096406","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":57,"box":{"x":60,"y":433,"width":852,"height":13}},{"id":"4a74ff51-a6e0-40eb-96da-c5ec42ff558b","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":57,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"ea9bc57c-c972-4b8d-865b-4c57192947ba","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":57,"box":{"x":60,"y":475,"width":681,"height":12}},{"id":"85b126be-7d75-4c20-9bd5-701bcc903e8d","block_type":"box","text":"e.g","page_number":57,"box":{"x":742,"y":478,"width":20,"height":9}},{"id":"e37e4bed-e439-4c84-bcca-88744f316f2c","block_type":"box","text":"., custodians,","page_number":57,"box":{"x":763,"y":475,"width":90,"height":11}},{"id":"918ddba8-9bf8-42cc-a108-2a3a85013e4f","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":57,"box":{"x":59,"y":490,"width":847,"height":12}},{"id":"abf63865-e5f8-47a0-9ccc-fb314ea70de1","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":57,"box":{"x":60,"y":505,"width":852,"height":12}},{"id":"be2a8a10-e6bf-4c1c-bb08-a2e17555ee0b","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":57,"box":{"x":59,"y":520,"width":859,"height":12}},{"id":"558573ed-6f67-438e-bd2b-7ccf03d3afbc","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":57,"box":{"x":59,"y":535,"width":866,"height":13}},{"id":"28d9023b-da0a-449f-95fc-5dcd35a53ab4","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":57,"box":{"x":59,"y":550,"width":874,"height":13}},{"id":"9017bca3-7cb5-4902-bd50-18375219d439","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":57,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"33851481-d2c1-4c8f-853d-7a825c28116a","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":57,"box":{"x":59,"y":581,"width":843,"height":12}},{"id":"81978815-80cc-48b1-8078-6d68500bc721","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":57,"box":{"x":59,"y":596,"width":862,"height":12}},{"id":"391eb487-8694-4646-b5a3-f4a4b3c648f8","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":57,"box":{"x":59,"y":611,"width":820,"height":12}},{"id":"8d95f174-fa4a-485a-bc47-b64327c91b8d","block_type":"box","text":"different fee structures.","page_number":57,"box":{"x":59,"y":626,"width":161,"height":10}},{"id":"d42ed511-93b6-42aa-abc7-e2b814c37d02","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":57,"box":{"x":59,"y":652,"width":818,"height":13}},{"id":"dfa48ee2-3cf2-4e87-b3d6-0c4892a9b04f","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":57,"box":{"x":60,"y":668,"width":852,"height":12}},{"id":"dd0a9a79-a4ad-44e6-abde-735c420bfe57","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":57,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"43920f40-f699-4cbe-9489-42a1f16f2a61","block_type":"box","text":"client account over another.","page_number":57,"box":{"x":59,"y":698,"width":194,"height":10}},{"id":"753008d6-ceef-43c8-bb17-f4ae105ca11a","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":57,"box":{"x":60,"y":724,"width":833,"height":13}},{"id":"9ae7ef6f-e33c-4db8-8aad-15ec92fb6eb2","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":57,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"415ba582-ac6e-4901-a008-6be8211b80ea","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":57,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"e87bd880-9f18-4f2a-9482-0375320a42d8","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":57,"box":{"x":60,"y":770,"width":853,"height":12}},{"id":"f18d4133-6b98-4e73-88e9-d3550dac8269","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":57,"box":{"x":60,"y":785,"width":807,"height":12}},{"id":"6a8a8252-5f8c-4128-9bbb-935fd6ce5c7a","block_type":"box","text":"profitability of BlackRock.","page_number":57,"box":{"x":59,"y":800,"width":177,"height":12}},{"id":"00d5a85c-319c-4fc5-8264-2880872445f6","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":57,"box":{"x":60,"y":826,"width":863,"height":13}},{"id":"53fba637-2452-460c-88c1-065450e0832c","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":57,"box":{"x":59,"y":841,"width":811,"height":13}},{"id":"35e52865-664e-42cc-8972-1ab46b8b5875","block_type":"box","text":"44","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e17078d8-e274-442b-baee-08a631d8545a","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":58,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"7a36cf88-25f8-4143-bc7a-921bc9490ccb","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":58,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"d3f612dc-234d-485b-b960-e6b7428db87c","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":58,"box":{"x":59,"y":97,"width":335,"height":12}},{"id":"a2f7c814-efaa-4baf-a4d4-86ce932d2b04","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":58,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"d5ba56d3-8062-42bf-8834-d88b487e0c4a","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":58,"box":{"x":59,"y":138,"width":384,"height":13}},{"id":"ef6ba826-28bf-434f-8a3b-e259809630d1","block_type":"box","text":"Investment Advisory, Administrative and","page_number":58,"box":{"x":62,"y":169,"width":676,"height":30}},{"id":"554f1a31-6224-49f7-acfb-a7995791001c","block_type":"box","text":"Distribution Services","page_number":58,"box":{"x":62,"y":199,"width":342,"height":24}},{"id":"a5a92a9d-17bd-4138-8a8c-59e292390c7b","block_type":"box","text":"Investment Adviser.","page_number":58,"box":{"x":60,"y":240,"width":140,"height":10}},{"id":"4e59e984-cd1f-4a30-925f-023bfe965d4f","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":58,"box":{"x":210,"y":240,"width":712,"height":13}},{"id":"0ea16b59-dcfe-4e14-a94f-4357b997df22","block_type":"box","text":"the Trust, on behalf of the Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc. and","page_number":58,"box":{"x":59,"y":256,"width":877,"height":12}},{"id":"d6896632-6b25-40ac-b775-d5e88610f3ef","block_type":"box","text":"is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":58,"box":{"x":60,"y":271,"width":819,"height":12}},{"id":"a18da04a-142f-40bd-929a-51d993f037ab","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of the","page_number":58,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"ef293e13-8ab2-4e6b-a4f3-3cf5218199e2","block_type":"box","text":"Fund, manages and administers the Trust and the investment of the Fund’s assets. BFA is responsible for making investment","page_number":58,"box":{"x":60,"y":301,"width":871,"height":12}},{"id":"1b8e87d0-5ec1-4f81-9085-df427d74fc24","block_type":"box","text":"decisions for the Fund.","page_number":58,"box":{"x":59,"y":316,"width":158,"height":10}},{"id":"d00cf458-88c0-4127-8bb5-a5605eea34ca","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":58,"box":{"x":60,"y":343,"width":876,"height":12}},{"id":"ecb8e0aa-69db-4398-a36d-5c8b3c7c3530","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":58,"box":{"x":60,"y":358,"width":850,"height":12}},{"id":"f9e496b1-dc0a-48de-8b7e-7a79fe28de1f","block_type":"box","text":"advisory or other services with respect to the Fund. 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Each Advisory","page_number":59,"box":{"x":59,"y":642,"width":822,"height":13}},{"id":"2dff3d91-b289-4a13-80c7-2a186cf65b0e","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":59,"box":{"x":59,"y":657,"width":692,"height":13}},{"id":"0c7fbf78-57d1-430a-ae24-7df8380cb0b0","block_type":"box","text":"The investment advisory agreement with respect to the Fund continues in effect for two years from its effective date, and","page_number":59,"box":{"x":59,"y":684,"width":847,"height":12}},{"id":"8d16aa15-4989-4c8b-a05c-86d70dc3a596","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":59,"box":{"x":59,"y":699,"width":864,"height":12}},{"id":"6204b156-83b2-44ad-b316-7becc82e9030","block_type":"box","text":"defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the","page_number":59,"box":{"x":59,"y":714,"width":847,"height":13}},{"id":"a3b63cc4-c516-467a-bd0b-238f0d7eebbc","block_type":"box","text":"Board members who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a","page_number":59,"box":{"x":60,"y":729,"width":821,"height":13}},{"id":"ee7b8d80-4541-4c86-80cc-732a43443d63","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":59,"box":{"x":60,"y":744,"width":408,"height":13}},{"id":"08fae5f2-ee96-4dd7-a663-240fc4559da4","block_type":"box","text":"Portfolio Managers.","page_number":59,"box":{"x":60,"y":771,"width":140,"height":12}},{"id":"69f3a121-e095-46e7-be31-9bec6695243c","block_type":"box","text":"As of October 31, 2025, the individuals named as Portfolio Managers in the Fund’s Prospectus were also","page_number":59,"box":{"x":209,"y":771,"width":728,"height":12}},{"id":"4d17d3f9-a96d-4c5b-b747-413f98596b88","block_type":"box","text":"primarily responsible for the day-to-day management of other iShares funds and certain other types of portfolios and/or","page_number":59,"box":{"x":59,"y":786,"width":845,"height":12}},{"id":"67355531-f2b8-4624-a618-25ae2c67c824","block_type":"box","text":"accounts as follows:","page_number":59,"box":{"x":59,"y":801,"width":141,"height":10}},{"id":"8f6e8f18-7ad3-4d42-893a-89a857cf84bc","block_type":"box","text":"Erin Armstrong","page_number":59,"box":{"x":60,"y":831,"width":108,"height":11}},{"id":"aaabb4c7-3b32-40c6-b112-f605958b929e","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":58,"y":847,"width":108,"height":10}},{"id":"4c9df546-a790-4fcf-b8a7-d4dc5320abba","block_type":"box","text":"Number Total Assets","page_number":59,"box":{"x":656,"y":847,"width":262,"height":8}},{"id":"4e923bac-22b1-4646-9d0c-88f1343511b2","block_type":"box","text":"Registered Investment Companies 16 $4,003,000,000","page_number":59,"box":{"x":60,"y":868,"width":878,"height":12}},{"id":"b3b53ad2-6932-4a41-8f60-3982461dc481","block_type":"box","text":"46","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"411b28ca-738a-4f85-ba24-db314b27d109","block_type":"box","text":"Erin Armstrong","page_number":60,"box":{"x":60,"y":67,"width":108,"height":12}},{"id":"83cd453b-3e24-4f4a-9529-1870a122054f","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":58,"y":84,"width":108,"height":10}},{"id":"b3a2e97d-805e-41ff-a5a6-1d834e1afae9","block_type":"box","text":"Number Total Assets","page_number":60,"box":{"x":656,"y":84,"width":262,"height":7}},{"id":"d14dfb38-7b40-4623-b7f8-04099d9c78a3","block_type":"box","text":"Other Pooled Investment Vehicles 1 1,082,000,000","page_number":60,"box":{"x":59,"y":104,"width":875,"height":12}},{"id":"d8aebb3f-9480-4679-bbab-6312bb93ab36","block_type":"box","text":"Other Accounts 0 N/A","page_number":60,"box":{"x":59,"y":120,"width":875,"height":9}},{"id":"a48476b3-867e-4ef4-ba46-373e8fecfcd3","block_type":"box","text":"Richard Mejzak","page_number":60,"box":{"x":60,"y":155,"width":110,"height":12}},{"id":"aa1c0db8-d3c6-46dc-aa25-cf8661107187","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":58,"y":172,"width":108,"height":10}},{"id":"7b4857c0-02c5-4000-83cf-267cc0436bfe","block_type":"box","text":"Number Total Assets","page_number":60,"box":{"x":649,"y":172,"width":262,"height":8}},{"id":"82f72077-e32c-44da-bfcf-1a1f0a094262","block_type":"box","text":"Registered Investment Companies 9 $137,042,000,000","page_number":60,"box":{"x":60,"y":193,"width":878,"height":12}},{"id":"5f6a8d12-338a-4301-87fb-bbc431b9b4dd","block_type":"box","text":"Other Pooled Investment Vehicles 18 5,837,000,000","page_number":60,"box":{"x":59,"y":208,"width":879,"height":11}},{"id":"03617c5d-ca80-48d3-af97-99b4d4e42f79","block_type":"box","text":"Other Accounts 64 27,750,000,000","page_number":60,"box":{"x":59,"y":223,"width":879,"height":11}},{"id":"5d2ffd55-f885-4ffa-a375-2f45118d6a7f","block_type":"box","text":"Orlando Montalvo","page_number":60,"box":{"x":59,"y":258,"width":131,"height":10}},{"id":"de04d117-5be7-4462-906e-f35124fa28ea","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":58,"y":275,"width":108,"height":10}},{"id":"f0b203b3-f824-44af-8820-b07545d77639","block_type":"box","text":"Number Total Assets","page_number":60,"box":{"x":648,"y":275,"width":262,"height":8}},{"id":"8554e6c0-0b07-4be1-9c3b-075cd8f909c3","block_type":"box","text":"Registered Investment Companies 59 $146,334,000,000","page_number":60,"box":{"x":60,"y":296,"width":878,"height":12}},{"id":"ef347882-6072-4aa8-9b5f-9590291017ca","block_type":"box","text":"Other Pooled Investment Vehicles 25 3,416,000,000","page_number":60,"box":{"x":59,"y":311,"width":879,"height":11}},{"id":"54311a78-7b1d-4d71-93d5-89e7cd2f4c53","block_type":"box","text":"Other Accounts 21 2,109,000,000","page_number":60,"box":{"x":59,"y":326,"width":879,"height":11}},{"id":"7bf4cdbc-0a99-4819-bff8-5c2642a53000","block_type":"box","text":"Pursuant to BFA’s and BIL’s policies, investment opportunities are allocated equitably among the Fund and other portfolios","page_number":60,"box":{"x":60,"y":359,"width":856,"height":12}},{"id":"c21a7aed-6464-4dfe-8eb0-e0fa025a728d","block_type":"box","text":"and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply","page_number":60,"box":{"x":59,"y":374,"width":869,"height":12}},{"id":"8e3f38fa-990a-4c36-b8f3-d33ff0709393","block_type":"box","text":"in the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":60,"box":{"x":60,"y":389,"width":874,"height":12}},{"id":"27e30b1c-336c-474d-9acb-55b8d1c29c01","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":60,"box":{"x":59,"y":404,"width":847,"height":13}},{"id":"c800280c-82a2-4e4e-b9b3-20dfcae53e72","block_type":"box","text":"time the Fund may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers and","page_number":60,"box":{"x":59,"y":419,"width":876,"height":13}},{"id":"5a14aa51-aae9-4c74-b0a1-920ebaa3d77b","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":60,"box":{"x":60,"y":434,"width":458,"height":13}},{"id":"ea8ff367-edde-47bf-a3bd-91bd762ad103","block_type":"box","text":"Like the Fund, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":60,"box":{"x":60,"y":461,"width":868,"height":12}},{"id":"9df6070a-e667-44a9-ac04-424f7d6bf6da","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":60,"box":{"x":59,"y":476,"width":866,"height":12}},{"id":"b1c6105d-72ed-4b9e-9d60-ef31c0127521","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":60,"box":{"x":60,"y":491,"width":845,"height":13}},{"id":"a3588a51-0b14-4503-a892-c889549d7688","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":60,"box":{"x":59,"y":506,"width":867,"height":13}},{"id":"1cd0d392-3317-4f23-9bb3-0cff33b3e9cb","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":60,"box":{"x":59,"y":521,"width":835,"height":13}},{"id":"12ed37be-81dc-4695-9d8f-ce7af82bc1c0","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":60,"box":{"x":59,"y":537,"width":879,"height":12}},{"id":"5cf4c142-318b-4151-8585-0a8cfa29fe3f","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":60,"box":{"x":59,"y":552,"width":799,"height":12}},{"id":"de072a60-c2e1-48c9-875b-e15620ebd495","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":60,"box":{"x":60,"y":567,"width":832,"height":12}},{"id":"447a0738-1cb5-4072-9237-57e0495053d9","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":60,"box":{"x":59,"y":582,"width":844,"height":12}},{"id":"f8a5e28d-08ad-4eb8-9b2e-d88e2bae2271","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Fund should be aware that,","page_number":60,"box":{"x":59,"y":597,"width":866,"height":12}},{"id":"1034bff6-9cfc-4a14-9c14-c7f813830c12","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":60,"box":{"x":59,"y":612,"width":866,"height":12}},{"id":"1805a825-34a3-4683-9be9-8cc2a96270ac","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":60,"box":{"x":59,"y":627,"width":846,"height":13}},{"id":"861f5fc9-30c2-4c1b-9ac7-3e540bdb43eb","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":60,"box":{"x":60,"y":642,"width":791,"height":13}},{"id":"e94d5fdd-4d56-40bd-82f3-c7a75ea3f87c","block_type":"box","text":"The tables below show, for each Portfolio Manager, the number of portfolios or accounts of the types set forth in the above","page_number":60,"box":{"x":59,"y":669,"width":861,"height":12}},{"id":"8ac390fd-1181-44a6-94c5-90031b1d3b35","block_type":"box","text":"tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment management","page_number":60,"box":{"x":59,"y":684,"width":858,"height":12}},{"id":"084bd3ae-3ca9-46c4-9e50-e7040bbf9d5f","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":60,"box":{"x":59,"y":699,"width":629,"height":12}},{"id":"7024fc2d-d0e7-4e88-8d11-d77e89bac021","block_type":"box","text":"Erin Armstrong","page_number":60,"box":{"x":60,"y":729,"width":108,"height":11}},{"id":"6214460e-06b4-4147-ae63-012a1726ef94","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":58,"y":765,"width":108,"height":10}},{"id":"bcd47f95-07db-4cd8-a4c1-e42e334dceb8","block_type":"box","text":"Number of Other Accounts","page_number":60,"box":{"x":613,"y":745,"width":156,"height":8}},{"id":"669ec67d-983e-4f0c-bc57-1457cf70c817","block_type":"box","text":"with Performance Fees","page_number":60,"box":{"x":625,"y":755,"width":131,"height":8}},{"id":"a277c268-f234-4b53-a643-aa07c8587f79","block_type":"box","text":"Managed by Portfolio Manager","page_number":60,"box":{"x":602,"y":765,"width":179,"height":10}},{"id":"0741f43e-36fb-45b7-ae9b-2424a5dc4217","block_type":"box","text":"Aggregate","page_number":60,"box":{"x":866,"y":756,"width":60,"height":9}},{"id":"fdc1f0e3-a2cf-4fe7-8547-9f4a114f2f91","block_type":"box","text":"of Total Assets","page_number":60,"box":{"x":854,"y":765,"width":84,"height":8}},{"id":"0e63c009-b363-4531-b731-8deb96099dd6","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":60,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"beb866a4-3898-46a0-a98d-64f803a1981b","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":60,"box":{"x":59,"y":801,"width":852,"height":10}},{"id":"3eca8703-97b6-42b5-844d-d4a0a603b952","block_type":"box","text":"Other Accounts 0 N/A","page_number":60,"box":{"x":59,"y":816,"width":852,"height":10}},{"id":"a8be480c-3a5e-4281-9e38-45745345ad0c","block_type":"box","text":"47","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7ea72c1e-d60e-4e88-9063-42ee2eb95fbc","block_type":"box","text":"Richard Mejzak","page_number":61,"box":{"x":60,"y":67,"width":110,"height":12}},{"id":"0615c628-9153-4c54-8ce6-d2055af6d038","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":104,"width":108,"height":10}},{"id":"33b32bca-1208-4e89-8bab-13f9d2819a4b","block_type":"box","text":"Number of Other Accounts","page_number":61,"box":{"x":613,"y":84,"width":156,"height":7}},{"id":"8fe8fe73-89c0-45e1-bb1f-6e06b5099c5e","block_type":"box","text":"with Performance Fees","page_number":61,"box":{"x":625,"y":94,"width":131,"height":8}},{"id":"2dc0f3ec-56c2-4b61-a89f-ff41e22f4c4e","block_type":"box","text":"Managed by Portfolio Manager","page_number":61,"box":{"x":602,"y":104,"width":179,"height":10}},{"id":"3a86bf17-0c59-4016-8083-3f19a7181ceb","block_type":"box","text":"Aggregate","page_number":61,"box":{"x":866,"y":94,"width":60,"height":10}},{"id":"caa3ad94-11eb-4116-98fa-5fd6d9b6872c","block_type":"box","text":"of Total Assets","page_number":61,"box":{"x":854,"y":104,"width":84,"height":8}},{"id":"3eef4ed6-2f7f-44a1-ba37-9c0c3bc83335","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":61,"box":{"x":60,"y":125,"width":851,"height":12}},{"id":"1cab49cf-e4ab-496b-867d-92df2cdd281f","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":61,"box":{"x":59,"y":140,"width":852,"height":9}},{"id":"f4b3dfad-dd55-453d-bb4f-9cd3c71e4243","block_type":"box","text":"Other Accounts 0 N/A","page_number":61,"box":{"x":59,"y":155,"width":852,"height":10}},{"id":"4a77d1f1-5208-4a29-a229-3216b0499113","block_type":"box","text":"Orlando Montalvo","page_number":61,"box":{"x":59,"y":190,"width":131,"height":10}},{"id":"130d747b-47b1-4163-a71f-c70ec0b2f0cc","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":227,"width":108,"height":10}},{"id":"dbdba4d9-ccb3-4c21-b456-f335d47603d4","block_type":"box","text":"Number of Other Accounts","page_number":61,"box":{"x":613,"y":207,"width":156,"height":8}},{"id":"05b570d1-e478-46d4-a370-dcb55eae56ef","block_type":"box","text":"with Performance Fees","page_number":61,"box":{"x":625,"y":217,"width":131,"height":8}},{"id":"4ccaf5dd-564b-4ef6-82f7-13c5d1205ce2","block_type":"box","text":"Managed by Portfolio Manager","page_number":61,"box":{"x":602,"y":227,"width":179,"height":10}},{"id":"f497d691-fcd0-4cc8-ba6a-e558fb1c3f31","block_type":"box","text":"Aggregate","page_number":61,"box":{"x":866,"y":218,"width":60,"height":9}},{"id":"bde7b212-9e8e-4db4-b895-a6cb9feb30f4","block_type":"box","text":"of Total Assets","page_number":61,"box":{"x":854,"y":227,"width":84,"height":8}},{"id":"73118d1c-7013-4cb3-a25d-4ba6055128b1","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":61,"box":{"x":60,"y":248,"width":851,"height":12}},{"id":"0c7573dd-cfc8-46bf-9b62-0720f4be31b6","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":61,"box":{"x":59,"y":263,"width":852,"height":10}},{"id":"bcda83d7-c36b-4ef5-9a83-eb6631bc4e03","block_type":"box","text":"Other Accounts 0 N/A","page_number":61,"box":{"x":59,"y":278,"width":852,"height":10}},{"id":"c1008d17-08ec-4afd-815e-6c5cb13a9498","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":61,"box":{"x":59,"y":311,"width":303,"height":12}},{"id":"99ebd72f-883e-495a-bba6-3a5a0afdf2df","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":61,"box":{"x":59,"y":337,"width":660,"height":13}},{"id":"b958c2f3-e33f-4aaf-bb32-b8cc9638ba6a","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":61,"box":{"x":60,"y":364,"width":824,"height":12}},{"id":"2da8c0d3-df1a-46bd-8596-d63634be43a9","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of","page_number":61,"box":{"x":59,"y":379,"width":862,"height":12}},{"id":"dd583e00-55b5-4fc6-8bc2-76bddff1222c","block_type":"box","text":"components and may vary from year to year based on a number of factors. The principal components of compensation","page_number":61,"box":{"x":59,"y":394,"width":836,"height":13}},{"id":"3461e43d-6dc7-47a1-abcf-7e3c62c9b822","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":61,"box":{"x":60,"y":409,"width":865,"height":13}},{"id":"a5e6ca16-f5c8-468f-9ae0-efb1d6caca46","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":61,"box":{"x":59,"y":424,"width":497,"height":13}},{"id":"35fd6f15-ae7a-4e68-9eff-782777354b1b","block_type":"box","text":"Each portfolio manager receives base compensation based on their position with the firm, as well as retirement and other","page_number":61,"box":{"x":60,"y":451,"width":850,"height":12}},{"id":"a1633102-443c-4ef0-9404-b7cf9434d373","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":61,"box":{"x":60,"y":466,"width":787,"height":12}},{"id":"2c4cf4c6-cd8a-4ab3-a3bb-71323a7e86b7","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":61,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"c028b3a0-dcab-4664-9223-6dac1c5fa3a6","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":61,"box":{"x":59,"y":496,"width":855,"height":13}},{"id":"d32536ab-2414-4ff3-a00b-079e44ccf473","block_type":"box","text":"team relative to the portfolios’ investment objectives (which in the case of index ETFs would be how closely the ETF tracks its","page_number":61,"box":{"x":59,"y":511,"width":876,"height":13}},{"id":"ed59475d-afe4-44a8-85b6-c7a5871794c2","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":61,"box":{"x":60,"y":526,"width":834,"height":13}},{"id":"440d75a8-413a-4909-b27f-950849875e5f","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":61,"box":{"x":60,"y":542,"width":815,"height":12}},{"id":"600f82de-1d4b-417c-b823-a049575369e4","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":61,"box":{"x":60,"y":557,"width":824,"height":12}},{"id":"2d15f8af-c746-4eb7-91a5-96c5a2285230","block_type":"box","text":"granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term","page_number":61,"box":{"x":59,"y":572,"width":848,"height":12}},{"id":"1f8a2cba-0a9b-401e-b0dd-af07e6fd39e8","block_type":"box","text":"shareholders and motivate performance.","page_number":61,"box":{"x":59,"y":587,"width":285,"height":12}},{"id":"a7ca04d7-818c-43f1-9e5a-ec5a2606ac33","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":61,"box":{"x":59,"y":613,"width":638,"height":13}},{"id":"03433903-c902-4756-a7c9-bf6f7cfe3720","block_type":"box","text":"Codes of Ethics.","page_number":61,"box":{"x":59,"y":640,"width":114,"height":10}},{"id":"40616132-3feb-49e8-b649-5058e04a36a2","block_type":"box","text":"The Trust, BFA, the Sub-Adviser and the Distributor have adopted codes of ethics pursuant to Rule 17j-1","page_number":61,"box":{"x":182,"y":640,"width":725,"height":12}},{"id":"cfbf6a1b-b8db-4da8-a7e8-19a874927aa9","block_type":"box","text":"under the 1940 Act. The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to","page_number":61,"box":{"x":60,"y":655,"width":841,"height":12}},{"id":"3c5e8db3-9f25-48c0-a367-f0e62b53388f","block_type":"box","text":"certain limitations, including securities that may be purchased or held by the Fund. Each code of ethics is available by","page_number":61,"box":{"x":59,"y":670,"width":820,"height":12}},{"id":"0d8f0446-77ab-4fa2-bce4-f41693d4598d","block_type":"box","text":"contacting BlackRock at the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR","page_number":61,"box":{"x":59,"y":685,"width":831,"height":13}},{"id":"7418f3aa-dbf6-4ccc-b408-6dc243023149","block_type":"box","text":"Database on the SEC’s Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by","page_number":61,"box":{"x":60,"y":700,"width":849,"height":13}},{"id":"7ffa2bfa-edb0-4e37-b795-b85e3a89fc00","block_type":"box","text":"e-mail at publicinfo@sec.gov.","page_number":61,"box":{"x":59,"y":715,"width":206,"height":13}},{"id":"a9ead39e-8d19-48ca-9050-1d878120bfb5","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":61,"box":{"x":59,"y":742,"width":281,"height":12}},{"id":"0d4e95a7-fff1-45d0-8a02-87be46e4b279","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":61,"box":{"x":349,"y":742,"width":570,"height":12}},{"id":"9dceeb3d-c3e3-443d-9c11-180deecd17f9","block_type":"box","text":"intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities.","page_number":61,"box":{"x":60,"y":757,"width":877,"height":12}},{"id":"c65c35f0-1ac8-4619-a221-e3ed36753ee0","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":61,"box":{"x":60,"y":772,"width":866,"height":12}},{"id":"7260542b-8d15-4055-8829-90d7127b5d39","block_type":"box","text":"to form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify","page_number":61,"box":{"x":59,"y":787,"width":878,"height":13}},{"id":"6189a4c8-6533-4098-b7b8-4f7a3e90f4ae","block_type":"box","text":"the identity of Authorized Participants or, in some cases, the status of financial professionals; it will be used only for","page_number":61,"box":{"x":59,"y":802,"width":807,"height":13}},{"id":"48ed1ffa-2716-488c-ba84-af407a11d938","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":61,"box":{"x":59,"y":817,"width":367,"height":13}},{"id":"7e662328-526d-46af-b82a-83adf9e71977","block_type":"box","text":"The Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow","page_number":61,"box":{"x":59,"y":844,"width":859,"height":12}},{"id":"3b2f42c6-f3cb-460c-81e5-4387836de5eb","block_type":"box","text":"the Fund to verify their identity. The Fund also reserves the right to redeem any amounts in the Fund from persons whose","page_number":61,"box":{"x":59,"y":859,"width":851,"height":12}},{"id":"759a7e1a-8a36-4192-9e61-9603153658c1","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Fund’s policy to cooperate fully with appropriate regulators in any","page_number":61,"box":{"x":60,"y":874,"width":839,"height":13}},{"id":"c7d7919b-ee11-4318-a067-9787c9f470ea","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":61,"box":{"x":60,"y":889,"width":721,"height":13}},{"id":"deecd33b-c15a-4a15-9e37-4d876b1c2613","block_type":"box","text":"48","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"46f825b2-8f53-4ebe-bf91-5b4b7995b6e7","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":62,"box":{"x":59,"y":67,"width":328,"height":12}},{"id":"203ae597-d245-4825-9725-140580814856","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":62,"box":{"x":59,"y":93,"width":839,"height":12}},{"id":"b1be4e80-53a2-4a24-8513-133aae486961","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":62,"box":{"x":60,"y":108,"width":873,"height":13}},{"id":"e33083f2-bb4c-412c-a6c7-0c663b89ceb9","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":62,"box":{"x":59,"y":123,"width":807,"height":13}},{"id":"f7da3b5f-cf43-4697-9feb-3c82e9aaaead","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":62,"box":{"x":59,"y":138,"width":853,"height":13}},{"id":"588d67f3-57bb-4245-8c51-1663349fc49f","block_type":"box","text":"reporting services for the maintenance and operations of the Trust and the Fund. In addition, State Street makes available the","page_number":62,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"d8466546-77ba-4441-bcee-6aaa4f4860bc","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":62,"box":{"x":59,"y":169,"width":824,"height":12}},{"id":"48a7829d-f4ca-458b-9628-e13a64526cb9","block_type":"box","text":"Custodial Services with the Trust, State Street maintains, in separate accounts, cash, securities and other assets of the Trust","page_number":62,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"f0fb7638-babc-4abd-b429-d48f048c7c0a","block_type":"box","text":"and the Fund, keeps all necessary accounts and records and provides other services. State Street is required, upon the order","page_number":62,"box":{"x":59,"y":199,"width":866,"height":12}},{"id":"74183669-945a-407e-a23a-981425b4d3fc","block_type":"box","text":"of the Trust, to deliver securities held by State Street and to make payments for securities purchased by the Trust for the","page_number":62,"box":{"x":59,"y":214,"width":839,"height":12}},{"id":"ed948104-987c-467d-9c30-7135528a1af0","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":62,"box":{"x":60,"y":229,"width":840,"height":12}},{"id":"d9930006-d277-4fe1-a31c-4ab0d269624c","block_type":"box","text":"outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Trust, State Street acts as a transfer","page_number":62,"box":{"x":59,"y":244,"width":853,"height":13}},{"id":"bf0a7619-d82d-4747-9dd5-1e7d482e39f3","block_type":"box","text":"agent for the Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As","page_number":62,"box":{"x":59,"y":259,"width":846,"height":13}},{"id":"d2f22c5e-0b92-4a9c-b99f-d7d6724576bd","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":62,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"a26a4406-1084-46ba-b9e5-7a66a449fa80","block_type":"box","text":"which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these operating","page_number":62,"box":{"x":59,"y":290,"width":864,"height":12}},{"id":"4edac646-88c0-488b-b09a-7a110c97a313","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":62,"box":{"x":59,"y":305,"width":516,"height":12}},{"id":"59045f8a-268f-4ed6-a64d-e7358fbe1821","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":62,"box":{"x":58,"y":331,"width":862,"height":13}},{"id":"4164a10a-5e61-4c7c-85df-c0ba9db59c93","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":62,"box":{"x":59,"y":346,"width":478,"height":13}},{"id":"a69c6863-c2e8-4482-8a8e-cd7fffaad895","block_type":"box","text":"th","page_number":62,"box":{"x":541,"y":344,"width":10,"height":7}},{"id":"d056c495-a29c-4047-b56b-4660a2bbcf7b","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":62,"box":{"x":557,"y":346,"width":362,"height":13}},{"id":"1939c976-0364-4936-b8cd-63039ae1c43f","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":62,"box":{"x":59,"y":361,"width":863,"height":13}},{"id":"13a9dd02-69f2-4f84-bb09-bcc6cd2496b5","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":62,"box":{"x":60,"y":377,"width":817,"height":12}},{"id":"3768441a-e381-4bd7-af7f-71cf98447ab8","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":62,"box":{"x":59,"y":392,"width":868,"height":12}},{"id":"7f3bc5e1-1633-481c-b398-f1275fc6fa54","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":62,"box":{"x":58,"y":407,"width":862,"height":12}},{"id":"7445ffe6-5509-462b-81e4-b025e11ac722","block_type":"box","text":"Distributor.","page_number":62,"box":{"x":60,"y":433,"width":80,"height":10}},{"id":"57fbe32c-a051-4276-954d-c21ecbec9088","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":62,"box":{"x":148,"y":433,"width":784,"height":13}},{"id":"d0c89e6a-a7d6-4a57-acd9-482ce589ea99","block_type":"box","text":"sale by the Fund through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the","page_number":62,"box":{"x":59,"y":448,"width":862,"height":13}},{"id":"82b8838d-f27e-4876-b75e-77d05ee3e50b","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":62,"box":{"x":59,"y":463,"width":300,"height":13}},{"id":"b458c212-cc25-4627-8e28-f02e411e9763","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":62,"box":{"x":364,"y":463,"width":567,"height":13}},{"id":"2facd0a4-ca45-498c-a8ca-350ca73fa5d2","block_type":"box","text":"not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the Prospectus and,","page_number":62,"box":{"x":60,"y":479,"width":867,"height":12}},{"id":"eca525d6-acee-490e-93ae-e2d21a899cd7","block_type":"box","text":"upon request, this SAI to persons purchasing Creation Units and will maintain records of both orders placed with it or its","page_number":62,"box":{"x":60,"y":494,"width":841,"height":12}},{"id":"dece30df-c0e1-46a9-9b24-67e9fe6d2f0b","block_type":"box","text":"agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the","page_number":62,"box":{"x":59,"y":509,"width":865,"height":12}},{"id":"ebdfdf7c-4515-44ea-afb2-22947ffcb29a","block_type":"box","text":"Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority,","page_number":62,"box":{"x":59,"y":524,"width":875,"height":12}},{"id":"761acd2b-44d1-405e-a14b-225bcbe647f9","block_type":"box","text":"Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin","page_number":62,"box":{"x":60,"y":539,"width":869,"height":12}},{"id":"69092952-0ddd-45fe-88a6-cde69072a031","block_type":"box","text":"Islands and the District of Columbia.","page_number":62,"box":{"x":60,"y":554,"width":253,"height":10}},{"id":"4b2a5e3f-e606-409d-b79b-5dac49a1ef6f","block_type":"box","text":"The Distribution Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty,","page_number":62,"box":{"x":59,"y":581,"width":876,"height":12}},{"id":"7a2fbd95-eeaa-4529-b02f-129d1e1577b8","block_type":"box","text":"on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or","page_number":62,"box":{"x":59,"y":596,"width":869,"height":12}},{"id":"6223cba3-e23f-473d-b9ec-82734daef74d","block_type":"box","text":"(ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution","page_number":62,"box":{"x":60,"y":611,"width":831,"height":12}},{"id":"2ea7fb00-1b63-4b49-8d5d-f4d81904a679","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":62,"box":{"x":59,"y":626,"width":692,"height":12}},{"id":"b241674f-2b1a-4dcc-b434-eb2a843db6c6","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":62,"box":{"x":59,"y":652,"width":847,"height":13}},{"id":"373bbc9f-fedf-4645-92c8-d923b69fdd96","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":62,"box":{"x":59,"y":668,"width":819,"height":12}},{"id":"f36c97e3-f6a1-4150-98dd-7c773bbfe20d","block_type":"box","text":"participants and/or investor services organizations.","page_number":62,"box":{"x":59,"y":683,"width":358,"height":12}},{"id":"ef006322-751a-422e-a26c-21aa8e797e81","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":62,"box":{"x":60,"y":709,"width":846,"height":12}},{"id":"405745e5-c5fe-4edb-82bb-68b8aab94ac6","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":62,"box":{"x":60,"y":724,"width":742,"height":13}},{"id":"6fe2b823-3d51-42ac-83ef-f5ff20ce8ba0","block_type":"box","text":"Securities Lending.","page_number":62,"box":{"x":59,"y":751,"width":136,"height":12}},{"id":"d03cb7ea-453e-480c-81a7-fb81bd08b620","block_type":"box","text":"The Fund may engage in securities lending. To the extent that the Fund engages in securities lending,","page_number":62,"box":{"x":204,"y":751,"width":711,"height":12}},{"id":"ae788647-b9eb-48e8-887f-43f584579843","block_type":"box","text":"the Fund conducts its securities lending pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the","page_number":62,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"a6b59454-e3f4-4dc8-8750-c56f10bd5564","block_type":"box","text":"Fund, subject to the overall supervision of BFA, pursuant to a written agreement (the “Securities Lending Agency","page_number":62,"box":{"x":60,"y":781,"width":789,"height":12}},{"id":"3711227a-1b05-472a-9155-f6d2e5ed98c5","block_type":"box","text":"Agreement”).","page_number":62,"box":{"x":59,"y":796,"width":94,"height":12}},{"id":"05e5dba6-7bc8-489f-90d9-33d41a051d8b","block_type":"box","text":"If the Fund were to engage in securities lending, it would retain a portion of the securities lending income and remit the","page_number":62,"box":{"x":60,"y":823,"width":835,"height":12}},{"id":"da9f6a30-020f-4d41-9fb4-b02cf02543d7","block_type":"box","text":"remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally","page_number":62,"box":{"x":60,"y":838,"width":867,"height":12}},{"id":"910a1eb4-fb09-47e2-abeb-8a305e33ab15","block_type":"box","text":"equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees as","page_number":62,"box":{"x":59,"y":853,"width":834,"height":12}},{"id":"407d6605-601b-4c7a-bca6-1889cfc3cc83","block_type":"box","text":"defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears","page_number":62,"box":{"x":59,"y":868,"width":861,"height":12}},{"id":"2b13897a-e372-46f4-aea2-f58f99a7a798","block_type":"box","text":"all operational costs directly related to securities lending, including custodial costs of JPMorgan. To the extent that the Fund","page_number":62,"box":{"x":59,"y":883,"width":865,"height":12}},{"id":"f8e69c15-1863-43c2-8b0f-89e597089555","block_type":"box","text":"49","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"59e9fb93-3bfd-4e77-ac07-0fa88940be83","block_type":"box","text":"engages in securities lending, the Fund is responsible for fees in connection with the investment of cash collateral received","page_number":63,"box":{"x":59,"y":67,"width":857,"height":12}},{"id":"f3bead32-ede5-450a-b5fe-6051a108cbfa","block_type":"box","text":"for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however, BTC has agreed to","page_number":63,"box":{"x":59,"y":82,"width":876,"height":12}},{"id":"4a6c15d3-bd37-448c-a9ab-42fbcdf50b5b","block_type":"box","text":"reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Fund","page_number":63,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"2b7743ed-5ef7-41c8-91b0-188b686cad11","block_type":"box","text":"bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load, redemption fee,","page_number":63,"box":{"x":60,"y":112,"width":817,"height":12}},{"id":"fda0db9a-b108-4587-8df2-8a5032a4b905","block_type":"box","text":"distribution fee or service fee.","page_number":63,"box":{"x":59,"y":127,"width":205,"height":10}},{"id":"c08d501f-c4b5-4caf-8560-504ac3112a50","block_type":"box","text":"To the extent that the Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":63,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"6bbd26e9-34dd-49ee-aa3e-d89eda61f8a9","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":63,"box":{"x":59,"y":169,"width":859,"height":12}},{"id":"a1527df8-8751-4bbd-8bde-7b4d64cb3c69","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":63,"box":{"x":59,"y":184,"width":843,"height":12}},{"id":"7cf43ffc-e539-4ef1-81fa-a1c661162faa","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, the Fund will be subject","page_number":63,"box":{"x":59,"y":199,"width":864,"height":12}},{"id":"a176e309-4966-4ed6-8369-056affe3a52f","block_type":"box","text":"to a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money","page_number":63,"box":{"x":59,"y":214,"width":830,"height":12}},{"id":"397c3150-bae3-46f1-bb84-a8a9a24da291","block_type":"box","text":"market fund’s net assets, unless the liquidity costs are de minimis (","page_number":63,"box":{"x":60,"y":229,"width":467,"height":12}},{"id":"42c2b142-3db9-4556-94f0-544380e728a3","block_type":"box","text":"i.e","page_number":63,"box":{"x":529,"y":230,"width":14,"height":9}},{"id":"1d8ef066-b2ea-41c0-acd2-20416df2b896","block_type":"box","text":"., less than one basis point (0.01%)). The money market","page_number":63,"box":{"x":545,"y":229,"width":392,"height":12}},{"id":"9214f654-e28c-45d6-a7ef-6680bf9512c0","block_type":"box","text":"fund will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market","page_number":63,"box":{"x":59,"y":244,"width":880,"height":13}},{"id":"97f69c50-d87c-4662-bc51-4e69d396f798","block_type":"box","text":"fund would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions","page_number":63,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"c03baa2a-4427-408a-ba92-c980ac137e0b","block_type":"box","text":"on that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":63,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"a2eb2a9e-0ed0-4955-9c4e-c0108c48d9cd","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":63,"box":{"x":59,"y":290,"width":831,"height":12}},{"id":"c19ce3fb-0e5d-4cd5-afd0-155c00f49606","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":63,"box":{"x":60,"y":305,"width":835,"height":12}},{"id":"55742427-416b-44dc-8d97-85fc5c13f738","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":63,"box":{"x":60,"y":320,"width":464,"height":12}},{"id":"6b72d0df-97ea-4bbb-a7d5-6fbdd7c82a55","block_type":"box","text":"Under the securities lending program, funds are categorized into one of several specific asset classes. 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BFA Entities make payments for Intermediaries’ participation in","page_number":64,"box":{"x":59,"y":199,"width":817,"height":12}},{"id":"f0cef949-265c-4929-b712-0598fdabd4da","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":64,"box":{"x":59,"y":214,"width":786,"height":12}},{"id":"9060a7a5-780b-4aa1-a6f0-dc579d2bd01f","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":64,"box":{"x":60,"y":229,"width":834,"height":12}},{"id":"802bca39-e6cd-4ddb-9645-d73f5498b215","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":64,"box":{"x":59,"y":244,"width":837,"height":13}},{"id":"7ff3f94d-b4ba-4e4f-8651-cbf095a8a1a3","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":64,"box":{"x":59,"y":259,"width":841,"height":13}},{"id":"93536afd-7317-478b-a605-dd8236b31e3b","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":64,"box":{"x":59,"y":274,"width":841,"height":13}},{"id":"af71f7a6-8e2c-49ac-99a1-498bba21024c","block_type":"box","text":"addition, BFA Entities make payments to Intermediaries that make shares of the Fund or other Products available to their","page_number":64,"box":{"x":59,"y":290,"width":844,"height":12}},{"id":"abdeeeca-d698-469a-a37d-59effddc4f79","block_type":"box","text":"clients, in some cases at a waived or reduced commission rate or ticket charge, develop new products that feature iShares,","page_number":64,"box":{"x":59,"y":305,"width":857,"height":12}},{"id":"792b5ab0-1eb7-4533-9c23-032a5c151ea1","block_type":"box","text":"create educational content about the Fund or other Products that is featured on an Intermediary’s platform, or otherwise","page_number":64,"box":{"x":59,"y":320,"width":847,"height":12}},{"id":"0b548942-f5bc-4a41-80b7-8a6b58e2022e","block_type":"box","text":"promote the Fund or other Products. BFA Entities may also reimburse expenses or make payments from their own assets to","page_number":64,"box":{"x":59,"y":335,"width":865,"height":12}},{"id":"7740f190-6dc6-4bdd-823c-463a77546b68","block_type":"box","text":"Intermediaries or other persons in consideration of services or other activities that the BFA Entities believe may benefit the","page_number":64,"box":{"x":60,"y":350,"width":853,"height":12}},{"id":"afd400ed-e766-4d84-8792-e4fba125f89c","block_type":"box","text":"business of the BFA Entities or facilitate investment in the Fund or other Products. 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These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":64,"box":{"x":59,"y":482,"width":827,"height":13}},{"id":"474cab4e-17ac-4698-9be3-4a8914f9def2","block_type":"box","text":"promote the Fund or other Products over other investments. 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BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":64,"box":{"x":60,"y":584,"width":867,"height":13}},{"id":"eb3d76a1-efda-4cd5-ba74-8a2b799cf556","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":64,"box":{"x":59,"y":600,"width":581,"height":12}},{"id":"bb95fb37-a139-477c-92c2-7f6adb1baa41","block_type":"box","text":"As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition to payments for Education","page_number":64,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"033c5336-be2c-44d8-b065-b9dc30b99fa1","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). 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Pursuant to this special,","page_number":64,"box":{"x":60,"y":656,"width":847,"height":13}},{"id":"819e885d-2528-4c88-ac4e-19d8b1541d13","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":64,"box":{"x":60,"y":671,"width":823,"height":13}},{"id":"b894bbf5-d92a-48f8-a191-7042e7ebc5cf","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":64,"box":{"x":59,"y":686,"width":827,"height":13}},{"id":"5fba2f90-d3d9-434f-b635-c48e3342b754","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":64,"box":{"x":59,"y":702,"width":836,"height":12}},{"id":"ab926705-91d4-4474-bda0-f14c3321fd56","block_type":"box","text":"certain funds and Products in certain Fidelity platforms and investment programs, in some cases at a waived or reduced","page_number":64,"box":{"x":59,"y":717,"width":839,"height":12}},{"id":"cfe23a67-bc9d-4b35-8ff8-60c8323c826f","block_type":"box","text":"commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the","page_number":64,"box":{"x":59,"y":732,"width":844,"height":12}},{"id":"1b5f09f1-40e2-4e5c-8ee8-19a60ba9158c","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":64,"box":{"x":59,"y":747,"width":832,"height":12}},{"id":"db3f74fb-da5c-46e1-9de2-9a9184aaf51c","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":64,"box":{"x":59,"y":762,"width":841,"height":12}},{"id":"f0cc413e-cfe4-4179-9f07-1553f5af2dd9","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":64,"box":{"x":59,"y":777,"width":857,"height":13}},{"id":"b7288c7d-9913-452a-9df3-4a14ed0895a6","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":64,"box":{"x":59,"y":792,"width":529,"height":13}},{"id":"314b0205-f1ff-4c6d-b609-b75341f4ca7f","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":64,"box":{"x":60,"y":819,"width":872,"height":12}},{"id":"ebc1fd58-b054-474c-b8dd-a23edc2ad141","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":64,"box":{"x":59,"y":834,"width":824,"height":12}},{"id":"86f4b55e-5e2a-4937-8ef2-922d4ea30348","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":64,"box":{"x":60,"y":849,"width":867,"height":12}},{"id":"6ab1e801-aeac-4eaa-9824-04a679e653c4","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":64,"box":{"x":59,"y":864,"width":844,"height":12}},{"id":"8de98ed5-ff72-4719-b360-c5b7d50efa50","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":64,"box":{"x":59,"y":879,"width":872,"height":13}},{"id":"47933ddf-0fa6-4a0a-8010-dbe100205ea2","block_type":"box","text":"51","page_number":64,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"594d8914-1961-4360-9911-3382d99c59a5","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":65,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"f2a75fd9-fa02-4da9-be57-eaf062a80211","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":65,"box":{"x":59,"y":82,"width":864,"height":12}},{"id":"898cff49-a5bb-4cde-a863-f3db7cac74b9","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":65,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"da49cf57-e6bf-4e01-aab5-312dd73af980","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":65,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"dad260e0-c95b-44a6-8384-f86e210cc065","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":65,"box":{"x":59,"y":127,"width":807,"height":12}},{"id":"ee590074-decd-4f74-beb0-3a0118d214fd","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":65,"box":{"x":59,"y":142,"width":871,"height":13}},{"id":"e1528acf-63ca-4193-a314-42bf2c5912e9","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":65,"box":{"x":60,"y":157,"width":875,"height":13}},{"id":"987c4ca8-540a-42ae-be7d-a5403ab960ef","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":65,"box":{"x":60,"y":172,"width":851,"height":13}},{"id":"bfd5fb2b-cf07-4768-b0be-e715fabc5351","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":65,"box":{"x":59,"y":188,"width":855,"height":12}},{"id":"1dae17dc-2e85-4b0c-8bb1-3be2345516f9","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":65,"box":{"x":59,"y":203,"width":821,"height":12}},{"id":"79c0efb2-be35-438d-b7f5-1b6bcd732098","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":65,"box":{"x":59,"y":218,"width":780,"height":12}},{"id":"86ba4427-caf3-43e6-a99b-7ccbb6ea9437","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":65,"box":{"x":59,"y":233,"width":840,"height":12}},{"id":"0fe1ba24-20d6-46af-b962-0a42b1a6006e","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":65,"box":{"x":59,"y":248,"width":822,"height":12}},{"id":"10c556df-d320-4d64-873b-7a5d4f84f27e","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":65,"box":{"x":59,"y":263,"width":848,"height":12}},{"id":"9f81659c-e53b-4c67-a51c-a34705cf6c0a","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":65,"box":{"x":60,"y":278,"width":858,"height":13}},{"id":"2ef27a9c-b0de-42bf-90a8-d75f7df9785f","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":65,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"3c3820fa-78b0-4463-855a-c1ece83c55c8","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":65,"box":{"x":60,"y":308,"width":861,"height":13}},{"id":"f95bbe9e-9665-49a7-9766-de37fe97f405","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":65,"box":{"x":59,"y":324,"width":877,"height":12}},{"id":"77bd3e43-7834-4a5c-bebd-4c3deb9416ce","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":65,"box":{"x":59,"y":339,"width":841,"height":12}},{"id":"5f4f338a-b923-409a-a6ab-3d901b5cb988","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":65,"box":{"x":59,"y":354,"width":637,"height":12}},{"id":"f22d4a9b-099c-4bec-be47-a754b931136d","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":65,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"a74ba8d3-1c56-4749-80ec-1fb75457263f","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":65,"box":{"x":60,"y":395,"width":870,"height":13}},{"id":"9ffbfecc-bbe8-4cf5-af05-647d2119e5b7","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":65,"box":{"x":59,"y":411,"width":826,"height":12}},{"id":"4c6fe93f-eae7-4c18-8c90-2644217e0e03","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":65,"box":{"x":60,"y":426,"width":820,"height":12}},{"id":"949a64f0-3781-473a-898a-8ed24dcc5b31","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":65,"box":{"x":60,"y":441,"width":805,"height":12}},{"id":"3adf8eb7-4375-4f2a-8ba1-1e0e9e2463d7","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":65,"box":{"x":60,"y":456,"width":862,"height":12}},{"id":"4fb86e59-1985-42a5-8e08-c60844bc11c3","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":65,"box":{"x":59,"y":471,"width":835,"height":12}},{"id":"4374b318-d70b-4378-9f00-1ae45280dc5e","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":65,"box":{"x":59,"y":486,"width":824,"height":12}},{"id":"ceda6b35-43ed-4362-87a3-11f97e8aa0d1","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":65,"box":{"x":60,"y":501,"width":578,"height":13}},{"id":"2cfbf396-32d9-420e-afe9-261747e60dea","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":65,"box":{"x":59,"y":528,"width":864,"height":12}},{"id":"87950d87-ecd4-4648-9122-66656d0226e0","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":65,"box":{"x":59,"y":543,"width":815,"height":12}},{"id":"6dfcbe22-6483-4258-92f8-1a3cfb5956d5","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":65,"box":{"x":59,"y":558,"width":859,"height":12}},{"id":"df436bf9-4261-48b9-991b-b83e500c5333","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":65,"box":{"x":59,"y":573,"width":864,"height":12}},{"id":"b9d8cbd0-9707-4541-8d2f-dd26a4519925","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":65,"box":{"x":59,"y":588,"width":847,"height":13}},{"id":"9c34a1ea-3be3-4f1b-9816-d96d45c5387c","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":65,"box":{"x":59,"y":603,"width":852,"height":13}},{"id":"55898597-35ad-4945-bb08-c1278589f85e","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":65,"box":{"x":60,"y":618,"width":721,"height":13}},{"id":"4fa14f9f-fa14-427a-b83d-53725c0a388f","block_type":"box","text":"Determination of Net Asset Value","page_number":65,"box":{"x":62,"y":649,"width":558,"height":23}},{"id":"0605a091-e4a5-447b-969b-ea3a1de7ae3f","block_type":"box","text":"Valuation of Shares.","page_number":65,"box":{"x":59,"y":690,"width":143,"height":10}},{"id":"1b9575ec-1a81-41c0-b7d9-1d1563380c43","block_type":"box","text":"The NAV for the Fund is generally calculated as of the close of regular trading hours on the New York","page_number":65,"box":{"x":207,"y":690,"width":707,"height":13}},{"id":"67551061-25b3-4d4b-8971-d7bec0bcbe5e","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":65,"box":{"x":59,"y":705,"width":876,"height":13}},{"id":"63ceab06-93a8-4684-b6ce-27093c5b9867","block_type":"box","text":"by the Fund is as follows:","page_number":65,"box":{"x":60,"y":720,"width":173,"height":13}},{"id":"20ba9186-a306-4dda-b389-aa16effec0cb","block_type":"box","text":"Equity Investments.","page_number":65,"box":{"x":60,"y":748,"width":139,"height":11}},{"id":"3d210e94-978f-4d5a-8155-5fc95964dca4","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":65,"box":{"x":205,"y":747,"width":430,"height":12}},{"id":"db40b686-f8f4-43e4-8c75-f5d61a104fc2","block_type":"box","text":"e.g.","page_number":65,"box":{"x":636,"y":750,"width":23,"height":9}},{"id":"9b683701-17ec-48a4-98f4-3b2bfab04207","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":65,"box":{"x":661,"y":747,"width":276,"height":12}},{"id":"d37f2ce2-83ea-4c1c-b25d-54a3e91a2082","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":65,"box":{"x":59,"y":762,"width":854,"height":12}},{"id":"ca2a62b2-bb2e-419f-8f55-2691b4e34e1c","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":65,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"96cdc0bc-e450-4419-85ae-5f9005a1af47","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":65,"box":{"x":59,"y":792,"width":875,"height":13}},{"id":"9eab5b31-f7a7-4f4f-91d4-760fcf0ed47e","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":65,"box":{"x":59,"y":807,"width":841,"height":13}},{"id":"53feb8ee-8abb-4a1d-871e-ddab61b70b3e","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":65,"box":{"x":60,"y":823,"width":872,"height":12}},{"id":"84dae4c5-4653-4d40-a4dd-8ffe82f5b959","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by the Fund on a day on","page_number":65,"box":{"x":59,"y":838,"width":852,"height":12}},{"id":"2bc71384-d08f-444b-94e6-d8183e1c4024","block_type":"box","text":"which the Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":65,"box":{"x":59,"y":853,"width":862,"height":12}},{"id":"683558fc-291e-44f7-82f1-a7b0387c4882","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":65,"box":{"x":60,"y":868,"width":829,"height":12}},{"id":"e2737e15-7304-44ac-ba20-4ddd08508042","block_type":"box","text":"below).","page_number":65,"box":{"x":60,"y":883,"width":50,"height":12}},{"id":"3e800fbd-0fb7-400d-b164-f4ad19758461","block_type":"box","text":"52","page_number":65,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"addfb0e0-64fe-4428-957b-2701f7d03ade","block_type":"box","text":"Fixed-Income Investments.","page_number":66,"box":{"x":60,"y":67,"width":193,"height":9}},{"id":"4b4a2806-b457-4cc8-b754-141494b515af","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":66,"box":{"x":259,"y":67,"width":604,"height":12}},{"id":"ec4e0da0-30ea-48e1-bbc5-5c2ec597ca49","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":66,"box":{"x":59,"y":82,"width":847,"height":12}},{"id":"d546aa9f-225f-46ff-aab5-c1f5327c8dcf","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":66,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"3f98cf11-a8f5-4756-a365-d745eb0ecf4b","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":66,"box":{"x":59,"y":112,"width":737,"height":12}},{"id":"3f031f73-4453-4153-8a70-f10c093c505e","block_type":"box","text":"e.g.","page_number":66,"box":{"x":797,"y":115,"width":23,"height":9}},{"id":"dc2417d7-10f9-4c06-b038-ce132897e954","block_type":"box","text":", recent","page_number":66,"box":{"x":822,"y":113,"width":51,"height":10}},{"id":"4ab0e5aa-7aaf-4b04-81e8-1a091535ed5e","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":66,"box":{"x":60,"y":127,"width":795,"height":12}},{"id":"f1c3195c-dda0-40f6-900d-cb8632a1e387","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":66,"box":{"x":60,"y":142,"width":841,"height":13}},{"id":"00f56852-83e6-411a-b2e1-18301be67c70","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":66,"box":{"x":59,"y":157,"width":878,"height":13}},{"id":"4ad2fd34-e135-4686-9bd7-0352a4e748d2","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":66,"box":{"x":59,"y":172,"width":866,"height":13}},{"id":"715e68d6-b109-4331-aee3-d403b504d60d","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":66,"box":{"x":59,"y":188,"width":867,"height":12}},{"id":"44953a21-65a4-4ac8-8570-fd025e03a2ad","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":66,"box":{"x":59,"y":203,"width":860,"height":12}},{"id":"a8c98927-4cb2-4299-a72a-f10d3856db0d","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":66,"box":{"x":60,"y":218,"width":819,"height":12}},{"id":"72628a5b-10a6-44e0-8a8c-10610d486ffd","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":66,"box":{"x":60,"y":233,"width":844,"height":12}},{"id":"717160f4-629a-4755-bc1b-faee27ee8aa1","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":66,"box":{"x":60,"y":248,"width":873,"height":12}},{"id":"0131c9b3-21bc-4e1e-9e56-23e864c8b4e4","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":66,"box":{"x":59,"y":263,"width":829,"height":12}},{"id":"6b1141e6-eca8-4110-b16f-d9a700e1289c","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":66,"box":{"x":59,"y":278,"width":655,"height":13}},{"id":"a2793192-4f49-45ab-b456-66cf9dc4bd7d","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":66,"box":{"x":59,"y":305,"width":338,"height":12}},{"id":"0c8f45f9-8b94-454c-bd9b-8fc744001c0d","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":66,"box":{"x":403,"y":305,"width":517,"height":12}},{"id":"8cd03a08-29ff-4272-9026-061a68a141ac","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":66,"box":{"x":59,"y":320,"width":875,"height":12}},{"id":"0f449a3c-2269-4d7e-9915-87b01ff3b035","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":66,"box":{"x":59,"y":335,"width":869,"height":12}},{"id":"1c73e591-0caa-4159-b72f-d5f18a513866","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":66,"box":{"x":59,"y":350,"width":854,"height":12}},{"id":"cfa95449-7917-40b3-aa56-44175e090936","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":66,"box":{"x":60,"y":365,"width":848,"height":13}},{"id":"026d1e23-8aa1-4f24-9cdb-39f11c4cfee4","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":66,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"df79c197-5a05-4592-8eb6-643a19bab084","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":66,"box":{"x":59,"y":395,"width":863,"height":13}},{"id":"87173f50-204e-47ed-86f0-aa0227dc10a8","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":66,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"2f50cb4b-995c-47f3-83ad-afaba389984f","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":66,"box":{"x":60,"y":426,"width":822,"height":12}},{"id":"814f8a22-542c-4dc6-bd68-193e31e300be","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":66,"box":{"x":59,"y":441,"width":831,"height":12}},{"id":"74bab57b-9a4c-4f45-8313-d9e56ce8fa22","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":66,"box":{"x":59,"y":456,"width":872,"height":12}},{"id":"291ddc86-0203-4cb9-a632-6980631e9576","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":66,"box":{"x":60,"y":471,"width":453,"height":12}},{"id":"0298e1b6-0158-435b-afe4-c646204a3949","block_type":"box","text":"Underlying Funds.","page_number":66,"box":{"x":60,"y":497,"width":130,"height":13}},{"id":"385a6032-3234-44b3-b2c1-b95d2e583988","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":66,"box":{"x":195,"y":497,"width":693,"height":13}},{"id":"89ed3fc9-5d0f-4044-9c5e-1700cf16f823","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":66,"box":{"x":60,"y":513,"width":759,"height":12}},{"id":"81aa775e-3d5a-4fc1-b7be-34ced9f1991c","block_type":"box","text":"General Valuation Information.","page_number":66,"box":{"x":59,"y":539,"width":222,"height":10}},{"id":"3a1bf9fe-3a59-4ff1-87ed-322d0c313ad4","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":66,"box":{"x":287,"y":539,"width":613,"height":12}},{"id":"9220c50d-cc90-4576-acf9-54683a4257b6","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":66,"box":{"x":60,"y":554,"width":850,"height":10}},{"id":"54c1561d-2652-48b6-9d24-464091dd71b7","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":66,"box":{"x":59,"y":569,"width":853,"height":13}},{"id":"51fe7a91-42e5-4fd0-90b9-7e79f6ba656c","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":66,"box":{"x":59,"y":584,"width":813,"height":13}},{"id":"4297ce32-7f69-47ec-ab3b-e253b728b7be","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":66,"box":{"x":59,"y":600,"width":701,"height":12}},{"id":"cc2da36f-998a-468f-899a-729e5329e93c","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":66,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"cbd81115-72b6-474d-9866-16424c512860","block_type":"box","text":"the investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation","page_number":66,"box":{"x":59,"y":641,"width":794,"height":12}},{"id":"fd4f8d24-7319-4047-94b1-af9a4e5e71b2","block_type":"box","text":"methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an","page_number":66,"box":{"x":60,"y":656,"width":819,"height":13}},{"id":"84fbc83f-1219-4d74-8496-063aaa3d96a0","block_type":"box","text":"investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser","page_number":66,"box":{"x":60,"y":671,"width":846,"height":13}},{"id":"eb0c28b8-dabf-413c-82fd-1235c8ad2828","block_type":"box","text":"than expected gain upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by","page_number":66,"box":{"x":59,"y":686,"width":816,"height":13}},{"id":"43609dd0-bdf2-469c-94f0-8469c494006f","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":66,"box":{"x":59,"y":702,"width":639,"height":12}},{"id":"2507998e-a190-42d4-93f5-14ef026fc988","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":66,"box":{"x":59,"y":728,"width":626,"height":12}},{"id":"fa3dd0bd-3a74-4f8c-85b3-f14af585c0a1","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":66,"box":{"x":60,"y":754,"width":871,"height":13}},{"id":"1c412412-e400-4212-b992-c921a00476b7","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":66,"box":{"x":59,"y":770,"width":823,"height":12}},{"id":"72f41606-9be0-40ee-9f97-2cd73d1f3c67","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":66,"box":{"x":59,"y":785,"width":833,"height":12}},{"id":"5fb4e079-ed70-4280-a395-716835177fe1","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":66,"box":{"x":60,"y":800,"width":836,"height":12}},{"id":"6ff92e44-cc40-4d23-bc5e-17ecd5002fa3","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":66,"box":{"x":59,"y":815,"width":862,"height":12}},{"id":"d9dbf7af-452f-4261-9efd-4c45a7b17611","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":66,"box":{"x":60,"y":830,"width":804,"height":12}},{"id":"c3f5a72d-466d-4433-82ae-bddbea91e7e5","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":66,"box":{"x":60,"y":857,"width":874,"height":12}},{"id":"f3fe78f3-941e-4b44-9c79-f215919addcb","block_type":"box","text":"the Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between the Fund’s","page_number":66,"box":{"x":59,"y":872,"width":856,"height":12}},{"id":"c6f212d4-127a-4abf-976c-44a83fc1878d","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":66,"box":{"x":59,"y":887,"width":414,"height":12}},{"id":"a5ffbe4f-67ce-4cb6-ab9f-ba98ce7125c8","block_type":"box","text":"53","page_number":66,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"6ac20910-6988-42ca-8d4c-845255e50393","block_type":"box","text":"Fair Value.","page_number":67,"box":{"x":60,"y":67,"width":73,"height":9}},{"id":"d56b4797-f97b-4535-926a-bad0b26f8a00","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":67,"box":{"x":138,"y":67,"width":796,"height":12}},{"id":"2664028f-10dc-49c0-b3f3-b75a13f96e1f","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":67,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"aa2e429a-0d10-4189-b078-4df702ed46d4","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":67,"box":{"x":60,"y":97,"width":819,"height":12}},{"id":"f51cacc8-51bd-4d2f-9edc-0fac5a667920","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":67,"box":{"x":59,"y":112,"width":838,"height":12}},{"id":"4a17f779-2581-45d1-b25f-331178ea1c5e","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":67,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"2c091eec-6634-4d17-bacd-5e16177ffaf4","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":67,"box":{"x":59,"y":142,"width":851,"height":13}},{"id":"d59baba5-9b0a-494b-9a50-069a4073d311","block_type":"box","text":"unreliable (","page_number":67,"box":{"x":60,"y":157,"width":77,"height":13}},{"id":"af969fb4-a081-4fbc-8ea5-a1e4c54a703d","block_type":"box","text":"e.g.","page_number":67,"box":{"x":138,"y":160,"width":23,"height":10}},{"id":"04bbad06-f8b5-4b36-bfe6-401866836bf0","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":67,"box":{"x":163,"y":157,"width":745,"height":13}},{"id":"b7dc2527-ecea-4ef5-9ebe-ac01d8e3c1f8","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":67,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"612eb589-cf07-4622-af73-94ffe564ac97","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":67,"box":{"x":59,"y":188,"width":822,"height":12}},{"id":"ffbf5181-72d6-450b-8e84-3b21840516ec","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":67,"box":{"x":59,"y":203,"width":861,"height":12}},{"id":"7462cdf9-5bc3-4b6f-9347-6d3f2ce13663","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":67,"box":{"x":59,"y":218,"width":863,"height":12}},{"id":"9960010f-aa4f-4c8d-ab8e-88869224f16c","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":67,"box":{"x":60,"y":233,"width":863,"height":12}},{"id":"f421c761-2fc5-4d72-abe4-ba3d73505788","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":67,"box":{"x":60,"y":248,"width":863,"height":12}},{"id":"714c605e-d637-4aa6-8a98-050bcd09098d","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":67,"box":{"x":60,"y":263,"width":857,"height":12}},{"id":"15f578e1-6f31-4377-bde7-a2cc3487c100","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":67,"box":{"x":59,"y":278,"width":829,"height":13}},{"id":"33772117-f2df-4b91-b9a5-0ad142cd79f6","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":67,"box":{"x":60,"y":293,"width":573,"height":13}},{"id":"0e3eca11-e888-48f1-896a-8962b21d66fa","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":67,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"d5441cd5-c11b-4d06-ba65-d8d2a9772af6","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":67,"box":{"x":59,"y":335,"width":787,"height":12}},{"id":"ac381067-3a98-4c83-901e-20ccbebfdc1d","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":67,"box":{"x":60,"y":350,"width":866,"height":12}},{"id":"6c49a074-4af3-4e37-8f4b-4cb640027756","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":67,"box":{"x":60,"y":365,"width":558,"height":13}},{"id":"addaa07a-835f-40f1-8079-be07b8602a8f","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":67,"box":{"x":60,"y":392,"width":843,"height":12}},{"id":"7ca33001-fb14-41f5-9ed6-62fd445d0ab2","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":67,"box":{"x":60,"y":407,"width":873,"height":12}},{"id":"a487255e-668c-497a-93c3-6b028d383893","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":67,"box":{"x":59,"y":422,"width":848,"height":12}},{"id":"c9e7699b-dc0f-4ea9-998c-b0c78ccd8053","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":67,"box":{"x":60,"y":437,"width":676,"height":12}},{"id":"2b6996cb-1f60-4255-9c3a-19503b40c558","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":67,"box":{"x":59,"y":463,"width":868,"height":13}},{"id":"0377cd2f-6b22-449f-ac6c-de4aafa2163b","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":67,"box":{"x":59,"y":479,"width":838,"height":12}},{"id":"cadef859-eef5-4f25-89df-4fc25b9600a7","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":67,"box":{"x":60,"y":494,"width":846,"height":12}},{"id":"21104378-07f4-43bd-b830-88987eb8eae9","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":67,"box":{"x":59,"y":509,"width":857,"height":12}},{"id":"7a1a4805-f91d-408b-8a05-b09b7d6ecee5","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":67,"box":{"x":59,"y":524,"width":878,"height":12}},{"id":"ffdf95c0-69a4-43f4-92e9-f1b9d8b45c02","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":67,"box":{"x":60,"y":539,"width":396,"height":12}},{"id":"e97cff80-3421-4072-a5ad-42c2208b6856","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":67,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"b1e6e325-6cfb-4c17-9f3e-6cf8abd99ada","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":67,"box":{"x":60,"y":581,"width":865,"height":12}},{"id":"727a86a0-de1f-4b22-9b2e-61bfbe8036e5","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":67,"box":{"x":59,"y":596,"width":879,"height":12}},{"id":"20dbe4dd-10ec-431f-90d6-6726fe1d2c7f","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":67,"box":{"x":59,"y":611,"width":796,"height":12}},{"id":"dc86bdeb-7b09-4c8b-b23c-3c1a018ece87","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":67,"box":{"x":59,"y":626,"width":839,"height":12}},{"id":"d3fbf670-3d56-49aa-8bba-4b6c7379c704","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":67,"box":{"x":59,"y":641,"width":801,"height":12}},{"id":"5f9ddd67-58f7-4c7a-a13b-67179f3e65b1","block_type":"box","text":"investment.","page_number":67,"box":{"x":60,"y":657,"width":80,"height":9}},{"id":"775593de-e820-430e-905f-9f2f4ba74f39","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":67,"box":{"x":59,"y":683,"width":864,"height":12}},{"id":"770955ec-4c6e-48e0-b014-0ff9221de531","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":67,"box":{"x":60,"y":698,"width":842,"height":12}},{"id":"dc8d11a8-c0cd-4181-9e06-cfa7dc063566","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":67,"box":{"x":60,"y":713,"width":849,"height":12}},{"id":"0f85349f-3db5-4a40-ab73-d7630b668c56","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":67,"box":{"x":59,"y":728,"width":541,"height":12}},{"id":"b53b576c-aef5-458d-be98-072c3f3072cc","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":67,"box":{"x":59,"y":754,"width":821,"height":13}},{"id":"c8a32807-26f2-44b6-b5c4-3bdcef198c50","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":67,"box":{"x":59,"y":770,"width":795,"height":12}},{"id":"c20a6c04-e882-4155-9455-764566c1e908","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":67,"box":{"x":59,"y":785,"width":837,"height":12}},{"id":"14334638-4eb2-4e20-a867-9c4ad4662412","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":67,"box":{"x":60,"y":800,"width":835,"height":12}},{"id":"1ee77ca1-d813-4495-bb43-529da9621b34","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":67,"box":{"x":59,"y":815,"width":499,"height":12}},{"id":"8b0bf550-01d9-4fce-96c3-0b4364f255e5","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":67,"box":{"x":59,"y":841,"width":871,"height":13}},{"id":"e9fe496a-d840-4cc7-b196-95b3a600d69d","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":67,"box":{"x":59,"y":857,"width":839,"height":12}},{"id":"0d6f3999-835e-4064-a497-2e6d7cebcac2","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":67,"box":{"x":59,"y":872,"width":862,"height":12}},{"id":"d5cf0847-449b-4d00-9561-7c2e29c14f30","block_type":"box","text":"54","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"92a59d14-37c1-4cdd-a898-a007d040e6f8","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":68,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"15f4ecaa-888e-45c8-b0a5-72c7d5a00f7f","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":68,"box":{"x":59,"y":82,"width":779,"height":12}},{"id":"fcc21c8e-678c-4cd0-b15f-a4b25c3f94a5","block_type":"box","text":"Brokerage Transactions","page_number":68,"box":{"x":62,"y":112,"width":390,"height":30}},{"id":"44b8f680-d42a-4a6e-8eca-574baa3adebd","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of the Fund’s portfolio transactions","page_number":68,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"17ffdb52-ed6e-4b4e-82c8-e2ee42ecfff6","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":68,"box":{"x":59,"y":169,"width":836,"height":12}},{"id":"e7add306-5cde-4c37-abb2-9fae5bd9e1da","block_type":"box","text":"obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage","page_number":68,"box":{"x":59,"y":184,"width":818,"height":12}},{"id":"5b2c8eb0-90a5-4840-8fb8-fc939e1b0414","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":68,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"1844cbe5-8666-4435-8862-56676372b380","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":68,"box":{"x":60,"y":214,"width":875,"height":12}},{"id":"bf70d7a4-8b1f-428b-b901-78c3ff14537e","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":68,"box":{"x":59,"y":229,"width":805,"height":12}},{"id":"ec87e73c-2545-4363-9a46-e4356ea55827","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":68,"box":{"x":59,"y":244,"width":852,"height":13}},{"id":"af7fd436-1e53-42c7-96d3-674fc3ace67d","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including the Fund.","page_number":68,"box":{"x":60,"y":259,"width":873,"height":13}},{"id":"f38b87a1-9351-4dff-b1eb-4965350b5d8c","block_type":"box","text":"In return for such services, BFA may cause the Fund to pay a higher commission than other brokers would charge if BFA","page_number":68,"box":{"x":60,"y":274,"width":838,"height":13}},{"id":"5ddace7f-2019-4cee-b917-a124d3e3f0f1","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":68,"box":{"x":59,"y":290,"width":665,"height":12}},{"id":"42d5df01-6b59-44f7-a7a5-5303d0e9bdb2","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":68,"box":{"x":60,"y":316,"width":824,"height":12}},{"id":"f6b6f456-bb3e-46f7-ae32-6bbb8a81a78c","block_type":"box","text":"execution for the Fund and may take into account a variety of factors including: (i) the size, nature and character of the","page_number":68,"box":{"x":59,"y":331,"width":833,"height":13}},{"id":"8917001a-2fd2-4a10-bde9-299abcaa455b","block_type":"box","text":"security or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the","page_number":68,"box":{"x":59,"y":346,"width":792,"height":13}},{"id":"5a8e7044-16de-4eae-bc21-09b5ba04594f","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":68,"box":{"x":59,"y":361,"width":864,"height":13}},{"id":"4d17c1be-7941-4201-b67e-204aa8c74940","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":68,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"c94f66f2-007b-4c4c-aaba-b5b204608cba","block_type":"box","text":"full range of brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research","page_number":68,"box":{"x":59,"y":392,"width":820,"height":12}},{"id":"8696848f-2a52-4507-aa78-6ecc3255771d","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":68,"box":{"x":59,"y":407,"width":878,"height":12}},{"id":"de540f24-ce6d-4c03-8fde-f9ed69595d60","block_type":"box","text":"(ix) BFA’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected","page_number":68,"box":{"x":60,"y":422,"width":832,"height":12}},{"id":"8e80de88-c83a-43af-8cd3-61b9d137a0f6","block_type":"box","text":"because of their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded","page_number":68,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"11689763-8eb3-4a33-a2fa-958a8b100055","block_type":"box","text":"securities, or other circumstances.","page_number":68,"box":{"x":59,"y":452,"width":240,"height":11}},{"id":"0ede801d-2a36-4738-bbda-4e7fb6eddcbd","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":68,"box":{"x":59,"y":479,"width":863,"height":12}},{"id":"056c216d-7e2b-4658-9abe-8c1284365685","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":68,"box":{"x":59,"y":494,"width":845,"height":12}},{"id":"6dc9bf3a-c15a-4eba-a9b8-d584b6647996","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":68,"box":{"x":60,"y":509,"width":871,"height":12}},{"id":"0747c27e-070e-497d-947b-0c0af54efff4","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":68,"box":{"x":59,"y":524,"width":839,"height":12}},{"id":"28e04642-e735-4def-bffb-468d803d191c","block_type":"box","text":"under certain conditions.","page_number":68,"box":{"x":60,"y":539,"width":174,"height":10}},{"id":"08c98b33-45a0-4ed8-9794-569d3868e485","block_type":"box","text":"From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker","page_number":68,"box":{"x":60,"y":566,"width":849,"height":12}},{"id":"6734c391-5adc-4e02-b57a-bf3c55a2473c","block_type":"box","text":"may be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":68,"box":{"x":60,"y":581,"width":878,"height":12}},{"id":"82937290-95ae-48d6-a0db-f2aa5b9497d4","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":68,"box":{"x":59,"y":596,"width":831,"height":12}},{"id":"d6b030fd-a9d0-47b3-9fda-2ffdf467f124","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":68,"box":{"x":59,"y":611,"width":807,"height":12}},{"id":"89c6a087-f1fb-4353-9aca-726567095f3b","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":68,"box":{"x":59,"y":626,"width":604,"height":12}},{"id":"ae211b87-cd77-4434-a466-86d28009cc70","block_type":"box","text":"The Fund anticipates that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":68,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"3292f433-27f9-4d5f-9a6c-9e40351d9bed","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Fund in the form of","page_number":68,"box":{"x":59,"y":668,"width":842,"height":12}},{"id":"e6a3ae42-8c42-4230-96a8-a8944a8809b3","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":68,"box":{"x":59,"y":683,"width":857,"height":12}},{"id":"dbd818dd-7e08-4528-b092-55a523461319","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":68,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"465c2d5a-e6b2-4f17-8a8a-61b34c9f0917","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":68,"box":{"x":59,"y":713,"width":329,"height":12}},{"id":"f124ca52-ed3c-4663-a0f6-dcb43deb824f","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":68,"box":{"x":59,"y":739,"width":842,"height":13}},{"id":"1ac8a663-5734-4a2a-9de5-0c55722f482b","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":68,"box":{"x":59,"y":754,"width":861,"height":13}},{"id":"c97c52dd-f76b-43a3-bda1-9ee5e7ec2205","block_type":"box","text":"Fund will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution","page_number":68,"box":{"x":60,"y":770,"width":875,"height":12}},{"id":"3f4235fc-3fdc-4e0e-acf2-eddf5a924cb8","block_type":"box","text":"could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally","page_number":68,"box":{"x":59,"y":785,"width":877,"height":12}},{"id":"1131e550-2e66-44cf-bd57-9a84b5ef52bc","block_type":"box","text":"include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific","page_number":68,"box":{"x":60,"y":800,"width":862,"height":12}},{"id":"df9900f6-a29b-4b28-a0d6-555e0642076e","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":68,"box":{"x":59,"y":815,"width":417,"height":12}},{"id":"fb6ed213-948e-465b-a925-ffc9aa0e7929","block_type":"box","text":"Under the 1940 Act, persons affiliated with the Fund and persons who are affiliated with such affiliated persons are","page_number":68,"box":{"x":60,"y":841,"width":804,"height":13}},{"id":"0085edd8-0216-4b37-9fab-cdde93ba2c19","block_type":"box","text":"prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing","page_number":68,"box":{"x":59,"y":857,"width":858,"height":12}},{"id":"4f7d4e52-1a72-45ca-b51c-7c3afd327f57","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":68,"box":{"x":59,"y":872,"width":828,"height":12}},{"id":"6d198e69-45d1-4797-88ac-fbd4e9862ed8","block_type":"box","text":"dealers acting as principal for their own accounts, the Fund will not deal with affiliated persons and affiliated persons of such","page_number":68,"box":{"x":59,"y":887,"width":874,"height":12}},{"id":"8fa42fd8-b66a-4eff-b3be-b5f52100e4fc","block_type":"box","text":"55","page_number":68,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"a6a2b1a2-2c4e-4ec3-bdfe-1a6480dae367","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":69,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"d5b7b3a8-7c21-4760-bfd6-1bc1a1d85aea","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":69,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"981ba811-a7d1-4352-a7ca-a5ec118908ad","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":69,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"d2efedf0-5d0f-4ab8-a59e-bafd63000639","block_type":"box","text":"Act.","page_number":69,"box":{"x":59,"y":113,"width":27,"height":9}},{"id":"931d7ad2-d175-40aa-8d9c-4458672fb091","block_type":"box","text":"Purchases of money market instruments by the Fund are made from dealers, underwriters and issuers. The Fund does not","page_number":69,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"9aaca183-801a-4a0a-a159-ef2a5ad5ddc1","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":69,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"3d847833-ed23-4f30-87d5-1192c1319def","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":69,"box":{"x":59,"y":169,"width":856,"height":12}},{"id":"6f0ccf44-78e1-4694-a570-9419f0e69c62","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":69,"box":{"x":59,"y":184,"width":472,"height":12}},{"id":"7407dc25-3c3a-4749-8c38-9261d80644e9","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or dealers that are","page_number":69,"box":{"x":60,"y":210,"width":823,"height":13}},{"id":"cab0b6af-31bb-4799-8b15-6e774d171594","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":69,"box":{"x":59,"y":225,"width":866,"height":13}},{"id":"0ad09398-d79c-48f3-9f8d-35df3c8166a4","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":69,"box":{"x":59,"y":240,"width":868,"height":13}},{"id":"35b2647e-05d2-4f7a-94fd-993a56da4873","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":69,"box":{"x":59,"y":256,"width":365,"height":12}},{"id":"4272d31f-bd99-47b4-b375-285f4d8aa52e","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":69,"box":{"x":59,"y":282,"width":873,"height":12}},{"id":"87a43f7a-34ba-4d58-8319-0f313f81a50b","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":69,"box":{"x":59,"y":297,"width":823,"height":13}},{"id":"8b08cf04-6b11-483a-8206-d2a239c68cc9","block_type":"box","text":"commissions or discounts are paid.","page_number":69,"box":{"x":59,"y":312,"width":247,"height":13}},{"id":"81e616da-edd2-4ab6-8c62-7e6083701280","block_type":"box","text":"Investment decisions for the Fund and for other investment accounts managed by BFA and the other Affiliates are made","page_number":69,"box":{"x":60,"y":339,"width":839,"height":12}},{"id":"425d0cb1-7afa-4232-af9b-8a9ed82ba2b4","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":69,"box":{"x":60,"y":354,"width":834,"height":12}},{"id":"4fa84d87-daa1-48c8-85d1-cde59bd85a92","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":69,"box":{"x":59,"y":369,"width":854,"height":12}},{"id":"0e49b091-2541-4b9a-b11d-dec8a6738abe","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":69,"box":{"x":59,"y":384,"width":854,"height":12}},{"id":"9dadd590-b6b9-4ca4-b8b4-e7e7b5d698ab","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":69,"box":{"x":59,"y":399,"width":843,"height":13}},{"id":"9f90608c-e54f-468d-9e7e-8adf18f6150e","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":69,"box":{"x":59,"y":414,"width":846,"height":13}},{"id":"97c94b66-1ecd-4f46-ac75-a64f28b70fe9","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":69,"box":{"x":59,"y":429,"width":812,"height":13}},{"id":"4aff73d9-8472-46d0-b136-572fc76b0482","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":69,"box":{"x":59,"y":445,"width":877,"height":12}},{"id":"3817a8ed-7e0c-40ec-a80e-7d851b01cafd","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":69,"box":{"x":60,"y":460,"width":866,"height":12}},{"id":"abd71364-a6d1-427f-a0ae-024c3598a257","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":69,"box":{"x":59,"y":475,"width":843,"height":12}},{"id":"375ed6f7-8c9c-4136-8026-763c8b035954","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":69,"box":{"x":59,"y":490,"width":871,"height":12}},{"id":"b72a9eb5-aeee-4169-b3ad-9f90247c3f54","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":69,"box":{"x":59,"y":505,"width":817,"height":12}},{"id":"10463f99-12e9-4da6-9272-c20201923c6a","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":69,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"bcfc1b80-025e-4971-b01a-791ba74a72ac","block_type":"box","text":"in which the Fund may invest.","page_number":69,"box":{"x":60,"y":535,"width":207,"height":13}},{"id":"8c7ed006-237f-48ab-ad41-2fa692a4289d","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":69,"box":{"x":60,"y":562,"width":861,"height":12}},{"id":"dd2f5e7f-886e-46c7-8683-4d7d836e2613","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":69,"box":{"x":60,"y":577,"width":871,"height":12}},{"id":"8ffa315e-67a3-4231-9756-cd2e437e583b","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":69,"box":{"x":59,"y":592,"width":823,"height":10}},{"id":"42b8ca60-e416-413e-bf22-11f7f64e5331","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":69,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"31436a92-6f71-47bb-b20a-83b0e6fbd378","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":69,"box":{"x":59,"y":622,"width":872,"height":13}},{"id":"2dfad696-2a22-4a04-8367-84f6f21a36e5","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":69,"box":{"x":59,"y":637,"width":855,"height":13}},{"id":"11543cfb-f076-48f1-ad08-e1a0690a3812","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":69,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"add48d6b-62ec-4eae-9ccb-5377b1448ffc","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":69,"box":{"x":59,"y":668,"width":863,"height":12}},{"id":"5bd7ae1f-c38b-41ac-97d6-9cd37d1060f9","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":69,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"7f220919-aba0-4b4b-9aae-d5e3e4b851b5","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":69,"box":{"x":59,"y":698,"width":856,"height":12}},{"id":"4ae30d16-8c2c-4117-9b07-878e0e0c76d5","block_type":"box","text":"pro rata","page_number":69,"box":{"x":58,"y":714,"width":56,"height":11}},{"id":"b7ab88ce-542a-4c99-b1dc-1337ce1066f9","block_type":"box","text":"basis. This","page_number":69,"box":{"x":119,"y":713,"width":71,"height":10}},{"id":"1d03b41d-ad7b-4e67-bf79-9ec089acb761","block_type":"box","text":"pro rata","page_number":69,"box":{"x":195,"y":714,"width":55,"height":11}},{"id":"c68ecc0d-0fab-4c0b-b3a0-0db033ce1c4b","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":69,"box":{"x":255,"y":713,"width":671,"height":12}},{"id":"48fb3124-3e97-49b3-bf74-6ba42c3304ff","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":69,"box":{"x":59,"y":728,"width":823,"height":12}},{"id":"6be995e1-ad89-4746-a283-dafdb387a05b","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":69,"box":{"x":59,"y":743,"width":797,"height":12}},{"id":"a2bc0b0b-16e7-47dc-acbf-e4ad4ada5f2c","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":69,"box":{"x":60,"y":758,"width":873,"height":13}},{"id":"ead6c488-6bee-48f3-ac10-6e0c93926579","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":69,"box":{"x":59,"y":773,"width":813,"height":13}},{"id":"efd5af7b-ac2c-489b-a286-243fe4a35257","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":69,"box":{"x":59,"y":788,"width":510,"height":13}},{"id":"2227987d-4757-4ffd-ab16-9ba36f9be4c5","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":69,"box":{"x":60,"y":815,"width":861,"height":12}},{"id":"50fa2e22-2044-47f8-ba79-85dedcfa6a38","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":69,"box":{"x":59,"y":830,"width":812,"height":12}},{"id":"434a1a09-54a4-40fd-883c-7626b0e3bada","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":69,"box":{"x":59,"y":845,"width":851,"height":13}},{"id":"035b2d12-b47f-45a9-8434-b903ed77f2d6","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":69,"box":{"x":59,"y":860,"width":878,"height":13}},{"id":"74f84505-3f04-424d-adab-f3ed7fc77fac","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":69,"box":{"x":59,"y":875,"width":860,"height":13}},{"id":"76d5014a-0bf9-402c-8e74-da1c62e57dd0","block_type":"box","text":"56","page_number":69,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f66d64b1-afa2-4609-957f-5ac0986f4eb7","block_type":"box","text":"there may be an adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients","page_number":70,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"88b3c20c-0d13-4c26-9774-54561756736a","block_type":"box","text":"may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. If","page_number":70,"box":{"x":60,"y":82,"width":843,"height":12}},{"id":"b0f79332-b118-4699-944c-483a710e07bf","block_type":"box","text":"purchases or sales of securities arise for consideration at or about the same time that would involve the Fund or other clients","page_number":70,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"c04d3c52-e21c-4939-bcfd-0cf3cc85d673","block_type":"box","text":"or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made, insofar as","page_number":70,"box":{"x":59,"y":112,"width":877,"height":12}},{"id":"57de5c8d-a7b0-4499-9577-98745fee0d88","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":70,"box":{"x":59,"y":127,"width":566,"height":12}},{"id":"9f213562-c450-46ef-87ab-3b1b870e9351","block_type":"box","text":"In certain instances, BFA may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”","page_number":70,"box":{"x":60,"y":154,"width":830,"height":12}},{"id":"a6980d4e-3161-4043-b13a-96d1c81ffe1b","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":70,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"1268d21d-e9cb-4563-876f-6b7e17295f38","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":70,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"ca521e48-9eda-4af3-b868-5361dc468c62","block_type":"box","text":"bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a","page_number":70,"box":{"x":60,"y":199,"width":871,"height":12}},{"id":"a0620b6b-7f31-4996-9ed5-1cad769f2eab","block_type":"box","text":"more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared","page_number":70,"box":{"x":60,"y":214,"width":843,"height":12}},{"id":"05227b6a-78fe-48b5-aa44-cc21393eb2a6","block_type":"box","text":"pro","page_number":70,"box":{"x":907,"y":217,"width":24,"height":9}},{"id":"c955d674-ec75-4139-bf4e-39ff85fc26c6","block_type":"box","text":"rata","page_number":70,"box":{"x":59,"y":230,"width":28,"height":9}},{"id":"dd697f13-e4f2-4675-ac52-fcda9d77cf69","block_type":"box","text":"among the clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is","page_number":70,"box":{"x":92,"y":229,"width":837,"height":12}},{"id":"1abb02c5-128d-4270-8323-d680f923bdec","block_type":"box","text":"filled at several different prices through multiple trades, all accounts participating in the order will receive the average price","page_number":70,"box":{"x":59,"y":244,"width":857,"height":13}},{"id":"de4157c4-c949-4282-9a9d-37657929f727","block_type":"box","text":"(except in the case of certain international markets where average pricing is not permitted). While in some cases this practice","page_number":70,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"bc0db582-2330-4a7e-891d-92113db95ad0","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it could","page_number":70,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"d95e52e4-ae09-4a8a-aab2-bf3d7c227dc2","block_type":"box","text":"be beneficial to the Fund. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients during","page_number":70,"box":{"x":60,"y":290,"width":868,"height":12}},{"id":"86c52574-042b-436d-a662-82bc0656e2b2","block_type":"box","text":"the same period may increase the demand for securities being purchased or the supply of securities being sold, causing an","page_number":70,"box":{"x":59,"y":305,"width":859,"height":12}},{"id":"70efb48f-6504-4904-926e-03bf6a42a413","block_type":"box","text":"adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified as being able","page_number":70,"box":{"x":59,"y":320,"width":878,"height":12}},{"id":"7f27f6d9-6a6a-496d-8fbc-3696cd11b72f","block_type":"box","text":"to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a reasonable amount","page_number":70,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"06710873-713e-4dca-bb0c-732b6ac96390","block_type":"box","text":"of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order.","page_number":70,"box":{"x":59,"y":350,"width":758,"height":12}},{"id":"cd3f208f-eecc-4eeb-8bf5-749e50712afc","block_type":"box","text":"The table below sets forth the brokerage commissions paid by the Fund for the fiscal years noted. Any differences in","page_number":70,"box":{"x":59,"y":377,"width":811,"height":12}},{"id":"635479a9-db18-4fe2-9864-3c63dd63e1b0","block_type":"box","text":"brokerage commissions paid by the Fund from year to year are principally due to increases or decreases in the Fund’s assets","page_number":70,"box":{"x":60,"y":392,"width":866,"height":12}},{"id":"afa56bc2-9e65-4ae3-be88-32d0fbb60e09","block_type":"box","text":"over those periods or changes to the allocation of equities and derivatives in the Fund’s portfolio:","page_number":70,"box":{"x":59,"y":407,"width":678,"height":12}},{"id":"d452c819-6603-41a1-9205-993ab7824641","block_type":"box","text":"Brokerage","page_number":70,"box":{"x":292,"y":439,"width":58,"height":10}},{"id":"8cf4689c-809a-42ae-9ea7-d2dabd01fbec","block_type":"box","text":"Commissions","page_number":70,"box":{"x":291,"y":449,"width":77,"height":8}},{"id":"a6998226-34b0-4b26-8ac7-7e3511bf3476","block_type":"box","text":"Paid 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During","page_number":70,"box":{"x":611,"y":459,"width":66,"height":10}},{"id":"2d6f3d9f-c61b-403a-a006-fe071a30ba8c","block_type":"box","text":"Fiscal Year","page_number":70,"box":{"x":614,"y":469,"width":60,"height":8}},{"id":"dd486524-90cc-47fc-9e18-f0faebeb9e70","block_type":"box","text":"Ended October 31,","page_number":70,"box":{"x":591,"y":479,"width":106,"height":9}},{"id":"abfbde88-34e9-4300-96a3-f1a917177209","block_type":"box","text":"2023","page_number":70,"box":{"x":630,"y":490,"width":27,"height":7}},{"id":"3e5b9251-4f1d-43dd-92e2-8a329e527d6d","block_type":"box","text":"$6,876 $8,781 $1,331","page_number":70,"box":{"x":292,"y":511,"width":372,"height":12}},{"id":"053554fa-c29b-4d97-894a-8800b06c594b","block_type":"box","text":"The Fund did not pay any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of the","page_number":70,"box":{"x":59,"y":544,"width":869,"height":12}},{"id":"2e98ec89-e0d1-4335-b6a3-dca41ef18bbb","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":70,"box":{"x":60,"y":559,"width":546,"height":13}},{"id":"056dce36-b804-4e1a-8be8-b5b185e5a4e0","block_type":"box","text":"The following table sets forth the names of the Fund’s “regular broker dealers,” as defined under Rule 10b-1 of the 1940 Act,","page_number":70,"box":{"x":59,"y":586,"width":871,"height":12}},{"id":"5048b69a-ee28-4741-93dd-188bb6aaff03","block_type":"box","text":"which derive more than 15% of their gross revenues from securities-related activities and in which the Fund invests, together","page_number":70,"box":{"x":59,"y":601,"width":876,"height":12}},{"id":"fc621631-1076-4509-a0d0-45fb4c83cc35","block_type":"box","text":"with the market value of each investment as of the Fund’s fiscal year ended October 31, 2025:","page_number":70,"box":{"x":59,"y":616,"width":656,"height":12}},{"id":"71b75eac-9217-471a-a8d3-cef1fe470e42","block_type":"box","text":"Issuer","page_number":70,"box":{"x":297,"y":656,"width":34,"height":7}},{"id":"bcde4fe4-7eb8-4630-90dc-0be4e9214d5e","block_type":"box","text":"Market Value of","page_number":70,"box":{"x":610,"y":646,"width":92,"height":7}},{"id":"78e3b5a3-35b7-4a07-97bf-49bd31d42944","block_type":"box","text":"Investment","page_number":70,"box":{"x":624,"y":656,"width":63,"height":7}},{"id":"86a32c64-19e3-41dc-8a8b-a8d97213aa96","block_type":"box","text":"Citigroup, Inc. $250,110","page_number":70,"box":{"x":297,"y":678,"width":388,"height":12}},{"id":"08c59f19-4595-4130-94a4-d968b706f300","block_type":"box","text":"The Fund’s purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":70,"box":{"x":59,"y":710,"width":855,"height":13}},{"id":"52227f9e-9694-4e11-8a01-e1a672b7239c","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Fund and one or more other","page_number":70,"box":{"x":59,"y":726,"width":867,"height":12}},{"id":"d517fa8f-293b-4abb-94ff-da61ec07f5b6","block_type":"box","text":"accounts managed or advised by BlackRock are considered at or about the same time, transactions in such securities are","page_number":70,"box":{"x":59,"y":741,"width":846,"height":12}},{"id":"ca8d86fb-df0e-4dec-b71c-4b3e4da4d133","block_type":"box","text":"allocated among the Fund and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this","page_number":70,"box":{"x":59,"y":756,"width":844,"height":12}},{"id":"80850a9d-7e85-4658-83aa-91b37efc868f","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in","page_number":70,"box":{"x":59,"y":771,"width":870,"height":12}},{"id":"1a0e7c14-c215-4b8d-a01e-e099e1170cc7","block_type":"box","text":"other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be","page_number":70,"box":{"x":59,"y":786,"width":876,"height":12}},{"id":"60ccef30-dcba-45a1-a909-59a476436e9a","block_type":"box","text":"beneficial to the Fund. BlackRock may deal, trade and invest for its own account in the types of securities in which the Fund","page_number":70,"box":{"x":60,"y":801,"width":863,"height":12}},{"id":"5de362bc-6083-48a3-a449-8a75d1da51fd","block_type":"box","text":"may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or","page_number":70,"box":{"x":60,"y":816,"width":839,"height":13}},{"id":"29bfb7f4-faa5-4da6-868d-eee0aa96f30b","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":70,"box":{"x":59,"y":831,"width":856,"height":13}},{"id":"3ade9e98-12fd-451c-9e19-87a5ea9c8957","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":70,"box":{"x":59,"y":846,"width":868,"height":13}},{"id":"f0043208-b9e5-4fe8-8258-f682359b314f","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":70,"box":{"x":59,"y":862,"width":844,"height":12}},{"id":"cae43248-7ed7-4046-8d07-17e9eeef0c6d","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":70,"box":{"x":59,"y":877,"width":529,"height":12}},{"id":"bb5c6979-9240-44b4-a3c5-f2d451612577","block_type":"box","text":"57","page_number":70,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"86308fb4-5b78-4d17-aad6-de69d4a7e8f5","block_type":"box","text":"Portfolio turnover may vary from year to year, as well as within a year. High turnover rates may result in comparatively greater","page_number":71,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"9f15f3de-a1e2-46d2-9954-0db86d2bf8ed","block_type":"box","text":"brokerage expenses. The table below sets forth the portfolio turnover rates of the Fund for the fiscal years noted:","page_number":71,"box":{"x":60,"y":82,"width":787,"height":12}},{"id":"ffa0fca9-244c-4607-9940-e6b1be3cd113","block_type":"box","text":"Fiscal Year ended Oct. 31, 2025 Fiscal Year ended Oct. 31, 2024","page_number":71,"box":{"x":320,"y":111,"width":397,"height":10}},{"id":"ff7bed02-2514-4d48-9596-ae48915e319d","block_type":"box","text":"0% 0%","page_number":71,"box":{"x":398,"y":134,"width":241,"height":9}},{"id":"9756b0bf-ec9b-4cc6-961b-e1bf83ada06f","block_type":"box","text":"Additional Information Concerning the Trust","page_number":71,"box":{"x":59,"y":170,"width":749,"height":30}},{"id":"f43af63f-928e-4a46-ab2d-e78bdee7ce3f","block_type":"box","text":"Shares.","page_number":71,"box":{"x":59,"y":211,"width":52,"height":10}},{"id":"0b4aae56-798a-4378-87ac-fa2bc292f0c0","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":71,"box":{"x":119,"y":211,"width":790,"height":13}},{"id":"c28685ad-3a8a-459c-8c87-1bc135482602","block_type":"box","text":"iShares funds.","page_number":71,"box":{"x":60,"y":227,"width":96,"height":9}},{"id":"8df1a7c9-5e99-4361-9ea8-e3072c582d26","block_type":"box","text":"Each share issued by a fund has a","page_number":71,"box":{"x":60,"y":253,"width":233,"height":12}},{"id":"9f58b0de-d161-443f-9fda-edc97aecc19c","block_type":"box","text":"pro rata","page_number":71,"box":{"x":298,"y":254,"width":55,"height":11}},{"id":"da395c19-a7f1-4fe4-a743-1bf912832b01","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":71,"box":{"x":359,"y":253,"width":506,"height":12}},{"id":"041ffd8d-a837-4cf6-acf3-b5384dd671e0","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":71,"box":{"x":59,"y":268,"width":843,"height":13}},{"id":"a9cbdc0f-02ea-447e-9050-67d7570a8f2a","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":71,"box":{"x":59,"y":283,"width":836,"height":13}},{"id":"dd40c0c4-e9e5-4e7f-be4b-2a829f28a2ca","block_type":"box","text":"liquidation.","page_number":71,"box":{"x":60,"y":298,"width":76,"height":13}},{"id":"1706fbbd-4881-49a0-beef-ebb978a5f0d0","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":71,"box":{"x":60,"y":325,"width":858,"height":12}},{"id":"331c4d50-2a5c-4ceb-8647-47e549afd099","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":71,"box":{"x":59,"y":340,"width":821,"height":12}},{"id":"1b08f082-0d61-47fa-9bff-e4ef22a27084","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":71,"box":{"x":59,"y":355,"width":863,"height":12}},{"id":"85c6f1d3-1074-470a-a329-590a5ce5eefb","block_type":"box","text":"one fund.","page_number":71,"box":{"x":59,"y":370,"width":66,"height":10}},{"id":"f38cf13d-68a3-4f33-9953-bcb1c7295b3e","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":71,"box":{"x":60,"y":397,"width":861,"height":12}},{"id":"d11422ae-9f0c-447c-a512-c7030f722637","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":71,"box":{"x":61,"y":412,"width":856,"height":12}},{"id":"1cc72811-8b27-4ae3-af54-d9ec7945bd6c","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":71,"box":{"x":59,"y":427,"width":841,"height":12}},{"id":"e99b6ab4-f03e-4698-9b76-d63fc9579494","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":71,"box":{"x":60,"y":442,"width":562,"height":12}},{"id":"50d40e7d-ad8a-4210-98cc-8e07632029bb","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":71,"box":{"x":60,"y":468,"width":837,"height":13}},{"id":"7aabf6ec-06ca-4fa8-8697-b33d9840021e","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":71,"box":{"x":59,"y":484,"width":874,"height":12}},{"id":"117ad37b-f683-4e6e-8089-d9a83f71c370","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":71,"box":{"x":59,"y":499,"width":862,"height":12}},{"id":"f4293781-982b-4917-8a7f-f3ff790c7fdb","block_type":"box","text":"Shareholders may make inquiries by writing to iShares U.S. ETF Trust, c/o BlackRock Investments, LLC, 1 University Square","page_number":71,"box":{"x":59,"y":525,"width":857,"height":13}},{"id":"bcc2acbb-b20f-41bd-8b6c-330987155a7d","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":71,"box":{"x":60,"y":541,"width":185,"height":11}},{"id":"75fa0454-dc0b-4134-9fef-df5ccb861143","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":71,"box":{"x":59,"y":567,"width":872,"height":12}},{"id":"87d742cd-0265-4567-a385-ffe603076013","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":71,"box":{"x":59,"y":582,"width":875,"height":12}},{"id":"9dde2806-a28b-4108-88e8-b8001ec1bbac","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":71,"box":{"x":59,"y":597,"width":876,"height":12}},{"id":"c8485e6e-f61c-44c9-aa0d-8f8d462875e1","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":71,"box":{"x":59,"y":612,"width":866,"height":12}},{"id":"aa8b393a-ef1d-43b7-8812-c1f78406c7ad","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":71,"box":{"x":59,"y":627,"width":865,"height":13}},{"id":"b75d9d82-da65-498a-bedf-c59200350494","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":71,"box":{"x":59,"y":642,"width":838,"height":13}},{"id":"63b6b51b-4783-46c9-9ed8-f9f3fa638b5c","block_type":"box","text":"guidance provided by the SEC staff.","page_number":71,"box":{"x":59,"y":657,"width":245,"height":13}},{"id":"853fbca3-3c66-4237-b7dd-3da57ad41701","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":71,"box":{"x":60,"y":684,"width":830,"height":12}},{"id":"4c96cd39-2589-4168-8f1b-8a1c20792893","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":71,"box":{"x":59,"y":699,"width":843,"height":12}},{"id":"d320d822-ed21-481b-87bc-fc17a4c5cc8a","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":71,"box":{"x":60,"y":714,"width":878,"height":13}},{"id":"dffed6a3-e82c-4ca6-8f06-3079b17062e9","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":71,"box":{"x":59,"y":729,"width":838,"height":13}},{"id":"688f6b2f-8b4f-4b9a-b219-279573f88bd1","block_type":"box","text":"Board, or the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on termination;","page_number":71,"box":{"x":60,"y":744,"width":836,"height":13}},{"id":"8072492b-5717-49d5-9603-4029fdb154a0","block_type":"box","text":"however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is required.","page_number":71,"box":{"x":60,"y":760,"width":813,"height":12}},{"id":"5417cdab-c1fe-4383-b6aa-80b43b2a9085","block_type":"box","text":"Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of Trust","page_number":71,"box":{"x":59,"y":775,"width":853,"height":12}},{"id":"a85596c6-1962-40e7-9688-ce3754d723e2","block_type":"box","text":"provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in the","page_number":71,"box":{"x":59,"y":790,"width":849,"height":12}},{"id":"6cab3981-eac0-46e6-84af-393cb99b8bc0","block_type":"box","text":"event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":71,"box":{"x":59,"y":805,"width":838,"height":12}},{"id":"d3faff26-1bfe-4541-acfb-f6560ab7191a","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":71,"box":{"x":60,"y":820,"width":878,"height":12}},{"id":"ea02ec74-721b-4b60-94dd-db03995ead5c","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":71,"box":{"x":59,"y":835,"width":877,"height":12}},{"id":"e565f84d-c90a-48bc-bc3a-b0053e65bdcd","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":71,"box":{"x":59,"y":850,"width":878,"height":13}},{"id":"575638a0-1947-4291-a617-8d22633d1900","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":71,"box":{"x":59,"y":865,"width":481,"height":13}},{"id":"82401f45-7189-4e88-b11b-4b73d0f1c3d1","block_type":"box","text":"58","page_number":71,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"878228da-f3a0-4fb0-9073-008d94ab0a47","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":72,"box":{"x":60,"y":67,"width":375,"height":12}},{"id":"caebbaab-7ee7-4c11-9d9f-a02618b73a50","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":72,"box":{"x":444,"y":67,"width":454,"height":12}},{"id":"cfa18ec0-8891-4f06-be34-886122de0aaf","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":72,"box":{"x":60,"y":82,"width":486,"height":12}},{"id":"e1de2fbb-5cfb-4e02-bab3-ae0bba2fee7b","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":72,"box":{"x":60,"y":108,"width":836,"height":13}},{"id":"44a20d58-d35a-4348-87b5-d19148028263","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":72,"box":{"x":60,"y":123,"width":790,"height":13}},{"id":"d6c0a9fd-dc3d-4528-925a-856128bc7d7b","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":72,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"bdd7854f-3b8a-4f86-913a-f11b08e405a0","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":72,"box":{"x":59,"y":154,"width":837,"height":12}},{"id":"3b42fd2e-b5a9-4404-94a9-1682eac4fc0f","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":72,"box":{"x":59,"y":169,"width":865,"height":12}},{"id":"a7af6670-75aa-4ce9-a418-849041a2efcb","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":72,"box":{"x":59,"y":184,"width":847,"height":12}},{"id":"6c40adf8-8d9b-4e5d-879c-c0d2f60dbc29","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":72,"box":{"x":59,"y":199,"width":833,"height":12}},{"id":"190c9ece-c520-4a9a-b6a3-866c79d06ce5","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":72,"box":{"x":60,"y":214,"width":439,"height":12}},{"id":"f4edc9ac-2a0a-4500-b3b6-7d7a6ea787a0","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":72,"box":{"x":60,"y":240,"width":872,"height":13}},{"id":"d9f9aac0-c95a-40c0-9c74-fcbeb6b0bb07","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":72,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"8e50b06c-a143-44fc-a260-e022afd09b48","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":72,"box":{"x":60,"y":271,"width":824,"height":12}},{"id":"7f71dd07-b3d3-4f2a-a4d0-042fdaa16ea9","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":72,"box":{"x":60,"y":286,"width":822,"height":12}},{"id":"91f7c107-b607-4f2d-b76d-a226cd5f7ea5","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":72,"box":{"x":60,"y":301,"width":848,"height":12}},{"id":"a03c939c-ed7d-416f-a062-e277fd115842","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":72,"box":{"x":60,"y":316,"width":876,"height":12}},{"id":"ba084441-5357-45b6-8867-2aa9e80a8b04","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":72,"box":{"x":59,"y":331,"width":872,"height":13}},{"id":"d0641c06-fd89-4f19-b4c9-ae259bc40a18","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":72,"box":{"x":60,"y":346,"width":426,"height":13}},{"id":"6330a7ee-56b8-49e8-8373-3473b0eb1dd9","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":72,"box":{"x":59,"y":373,"width":874,"height":12}},{"id":"0b8f76c4-0e75-44b8-974c-e15c43b34c7b","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":72,"box":{"x":60,"y":388,"width":869,"height":12}},{"id":"ad60db0d-2565-44c4-9764-e575bb399311","block_type":"box","text":"to be charged to the Trust a listing of the shares of the Fund held by each DTC Participant. The Trust shall inquire of each","page_number":72,"box":{"x":59,"y":403,"width":845,"height":12}},{"id":"720b3365-1df3-45a4-a11c-ae2922271bd7","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":72,"box":{"x":59,"y":418,"width":808,"height":12}},{"id":"f40bb551-c157-4526-8d08-d7fbf38f45e5","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":72,"box":{"x":60,"y":433,"width":877,"height":13}},{"id":"d045e022-71cb-48ca-9410-6b9268e989ce","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":72,"box":{"x":60,"y":448,"width":803,"height":13}},{"id":"485bc830-db30-4375-8ed0-28ea1b390b23","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":72,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"c9ca6d5f-41da-44d0-8f60-81befa6cc511","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":72,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"1a8d0275-d729-4230-8c8a-7677be3541b9","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":72,"box":{"x":59,"y":494,"width":653,"height":12}},{"id":"5d7311a1-f6bb-440c-a240-925f567cca47","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":72,"box":{"x":59,"y":520,"width":878,"height":12}},{"id":"8eac59a6-0c72-43ff-bbea-8b5691673303","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":72,"box":{"x":60,"y":535,"width":846,"height":13}},{"id":"393dd1f7-a62e-4137-9094-426445b7dadd","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of the Fund as shown on the records of DTC or its","page_number":72,"box":{"x":59,"y":550,"width":847,"height":13}},{"id":"cfcf4070-0460-46a0-a98e-de38069fff8a","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":72,"box":{"x":60,"y":566,"width":836,"height":12}},{"id":"3de3f125-8bdd-44da-b584-d6fa4d72630e","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":72,"box":{"x":60,"y":581,"width":876,"height":12}},{"id":"86c2b304-aebe-4783-b0e1-186c29d8e550","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":72,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"fb2a45f5-013f-427d-b78e-03777410834e","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":72,"box":{"x":59,"y":622,"width":813,"height":13}},{"id":"9454a55b-8bd5-44f8-9cf5-9229828a7107","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":72,"box":{"x":59,"y":637,"width":875,"height":13}},{"id":"1ab85e3d-88b0-4a78-9e44-11fc50aef8e1","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":72,"box":{"x":60,"y":652,"width":866,"height":13}},{"id":"d11c2f96-546c-4c96-ac13-4dbe45bef16a","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":72,"box":{"x":60,"y":668,"width":855,"height":12}},{"id":"501c3212-359f-4339-a373-1de4c8777d14","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":72,"box":{"x":59,"y":683,"width":876,"height":12}},{"id":"a9d88666-c0e9-4792-a097-0f9a5904794d","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":72,"box":{"x":59,"y":698,"width":855,"height":12}},{"id":"b328eca3-5086-4a3c-83ea-81169c3a855c","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":72,"box":{"x":60,"y":713,"width":873,"height":12}},{"id":"adc7f89e-9294-4dc7-a4c3-d5b5daec13f3","block_type":"box","text":"cost.","page_number":72,"box":{"x":59,"y":729,"width":32,"height":9}},{"id":"3396d0da-0738-40e2-b2b0-768c544c692f","block_type":"box","text":"Distribution of Shares.","page_number":72,"box":{"x":60,"y":754,"width":160,"height":10}},{"id":"67c91719-8683-4331-ba61-68c200383c58","block_type":"box","text":"In connection with the Fund’s launch, the Fund was seeded through the sale of one or more Creation","page_number":72,"box":{"x":230,"y":754,"width":706,"height":13}},{"id":"504790a6-628d-46f3-9cc8-590498050fca","block_type":"box","text":"Units by the Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized Participants,","page_number":72,"box":{"x":60,"y":770,"width":875,"height":12}},{"id":"c9479110-ed31-44c2-9f78-ac7438de57ce","block_type":"box","text":"a lead market maker or other third party investor or an affiliate of the Fund or the Fund’s adviser. Each such initial investor","page_number":72,"box":{"x":59,"y":785,"width":852,"height":12}},{"id":"cf64ecdc-7e90-4693-a8c1-fdeb0486bda4","block_type":"box","text":"may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration statement for the","page_number":72,"box":{"x":60,"y":800,"width":873,"height":12}},{"id":"f84bf517-d457-4b70-bc78-222fee3ca82b","block_type":"box","text":"Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to time after","page_number":72,"box":{"x":60,"y":815,"width":809,"height":12}},{"id":"f5b963f3-417f-4f43-88c2-10341598a4a1","block_type":"box","text":"purchase. The Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these shares.","page_number":72,"box":{"x":59,"y":830,"width":807,"height":12}},{"id":"ad4f3552-0847-4205-8705-77cfc89a2db0","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":72,"box":{"x":59,"y":857,"width":877,"height":12}},{"id":"2d27f8d8-6766-41f4-b57b-4e8257cae8fc","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":72,"box":{"x":59,"y":872,"width":873,"height":12}},{"id":"34d6ee9b-d440-45d9-8d7d-f9f3a406c29d","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":72,"box":{"x":59,"y":887,"width":878,"height":12}},{"id":"b2d7fb63-8f1b-41eb-9616-913f9d7fdcef","block_type":"box","text":"59","page_number":72,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"868c2b20-8f6e-484f-847e-e756bb185103","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":73,"box":{"x":59,"y":67,"width":876,"height":12}},{"id":"9d1d2ae3-f042-4a2b-93ee-a81d4988c892","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":73,"box":{"x":60,"y":82,"width":821,"height":12}},{"id":"e09a1883-69f0-41cc-80a3-489f656b16b8","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":73,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"721a70e1-aa9b-4e09-beac-7284171cabaa","block_type":"box","text":"by them through an Authorized Participant.","page_number":73,"box":{"x":60,"y":112,"width":302,"height":12}},{"id":"a32165e2-8b9e-4e62-9feb-76aacdd30703","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":73,"box":{"x":59,"y":138,"width":840,"height":13}},{"id":"7aac4a19-c3e9-486b-82d8-a948622fce9c","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":73,"box":{"x":59,"y":154,"width":712,"height":12}},{"id":"5dc6d9d2-9c8d-417b-98bd-145c4dc962a6","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":73,"box":{"x":59,"y":180,"width":871,"height":12}},{"id":"b1740e8b-245d-438d-b8e3-824afd73b403","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":73,"box":{"x":61,"y":195,"width":353,"height":12}},{"id":"3585a5d0-c10d-4411-9f8f-c837012cf2e5","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":73,"box":{"x":60,"y":226,"width":722,"height":29}},{"id":"a1b8134c-bacf-4736-a7f0-954e597c162f","block_type":"box","text":"General.","page_number":73,"box":{"x":59,"y":267,"width":59,"height":10}},{"id":"39529e67-6940-48f2-9b0d-6a4a028e0db5","block_type":"box","text":"The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor or","page_number":73,"box":{"x":127,"y":267,"width":812,"height":12}},{"id":"5c2d3b6c-ea6b-46a9-903f-1a576b1bb2d0","block_type":"box","text":"its agent, without a sales load, at a price based on the Fund’s NAV next determined after receipt, on any Business Day (as","page_number":73,"box":{"x":60,"y":282,"width":845,"height":12}},{"id":"d72c6b36-c1c4-433b-9802-0f4836dc18ac","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the Listing Exchange closes","page_number":73,"box":{"x":59,"y":297,"width":873,"height":13}},{"id":"14b1a823-e572-453b-8a5c-8fd4803caad9","block_type":"box","text":"earlier than normal, the Fund may require orders to be placed earlier in the day. The following table sets forth the number of","page_number":73,"box":{"x":59,"y":312,"width":868,"height":13}},{"id":"df1dcdcc-4877-4c23-a726-aeabd3ec212b","block_type":"box","text":"shares of the Fund that constitute a Creation Unit for the Fund and the approximate value of such Creation Unit as of October","page_number":73,"box":{"x":59,"y":327,"width":880,"height":13}},{"id":"6bf48de9-a911-4b71-9ea9-b7b5a3fbf5cf","block_type":"box","text":"31, 2025:","page_number":73,"box":{"x":59,"y":343,"width":62,"height":11}},{"id":"f3068252-5887-478b-843b-fec2a460d856","block_type":"box","text":"Shares Per","page_number":73,"box":{"x":409,"y":392,"width":61,"height":8}},{"id":"e9fe2cdf-80b4-445c-a2b5-bc008ee9fc51","block_type":"box","text":"Creation Unit","page_number":73,"box":{"x":402,"y":403,"width":76,"height":7}},{"id":"99eb9d4a-47fd-4cc8-a76e-b20c0bbf17d9","block_type":"box","text":"Approximate","page_number":73,"box":{"x":519,"y":373,"width":75,"height":9}},{"id":"ffcc3cfa-ae38-41aa-b25e-f9ec1fde55cf","block_type":"box","text":"Value Per","page_number":73,"box":{"x":530,"y":382,"width":54,"height":8}},{"id":"ab161a30-d388-4908-a93e-51b87728a399","block_type":"box","text":"Creation","page_number":73,"box":{"x":532,"y":393,"width":48,"height":7}},{"id":"552bcdea-5f3b-43c8-a6ae-736fb24cee6d","block_type":"box","text":"Unit (U.S.$)","page_number":73,"box":{"x":524,"y":402,"width":65,"height":10}},{"id":"343780ee-c5e9-4834-8884-8a2bfbd2089c","block_type":"box","text":"100,000 $2,796,939","page_number":73,"box":{"x":413,"y":425,"width":182,"height":11}},{"id":"1fe34365-4046-46fb-a093-1ed4ce02dabc","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of the Fund’s shares that constitute a","page_number":73,"box":{"x":60,"y":457,"width":820,"height":13}},{"id":"bdeb6ecb-d730-4eb5-9d33-7544bec26383","block_type":"box","text":"Creation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the","page_number":73,"box":{"x":59,"y":472,"width":852,"height":13}},{"id":"1560a18c-4d92-4951-a08b-9f9c3cf3edbb","block_type":"box","text":"Fund, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per","page_number":73,"box":{"x":60,"y":487,"width":850,"height":13}},{"id":"a8b748eb-0ac9-4bfd-aabc-6ac047e598e4","block_type":"box","text":"share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the","page_number":73,"box":{"x":59,"y":503,"width":845,"height":12}},{"id":"a38521fb-c789-4ca3-993b-b6ab8d3e563a","block_type":"box","text":"Board.","page_number":73,"box":{"x":60,"y":518,"width":42,"height":9}},{"id":"834a4efb-e586-47d0-9ab4-738dd631f038","block_type":"box","text":"A “Business Day” with respect to the Fund is any day the Fund is open for business, including any day when it satisfies","page_number":73,"box":{"x":59,"y":544,"width":827,"height":12}},{"id":"37b1714a-378f-470c-8e17-cfe09b820b6f","block_type":"box","text":"redemption requests as required by Section 22(e) of the 1940 Act. The Fund is open for business any day on which the","page_number":73,"box":{"x":60,"y":559,"width":830,"height":13}},{"id":"a2482df2-4b8b-4c83-a9ee-0e754dac1fe5","block_type":"box","text":"Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange","page_number":73,"box":{"x":60,"y":574,"width":866,"height":13}},{"id":"58c904bd-3d5d-4978-9cf2-cb757c302028","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":73,"box":{"x":59,"y":589,"width":821,"height":13}},{"id":"4842375f-bab8-42e9-8050-664d0f92513e","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":73,"box":{"x":59,"y":605,"width":669,"height":12}},{"id":"792b96a3-1999-498d-99ff-8430a70ef27b","block_type":"box","text":"Fund Deposit.","page_number":73,"box":{"x":60,"y":631,"width":98,"height":12}},{"id":"ab58a3aa-3a44-418b-8b01-005b953f2bdf","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund is generally cash. However, in some cases the","page_number":73,"box":{"x":167,"y":631,"width":747,"height":12}},{"id":"107e3972-38fa-489e-9ef2-c182142c1f56","block_type":"box","text":"consideration consists of a designated portfolio of securities, assets or other positions (including any portion of such","page_number":73,"box":{"x":59,"y":646,"width":816,"height":12}},{"id":"c24199f2-f004-4ace-961f-6e8d9647713a","block_type":"box","text":"securities for which cash may be substituted) (“Deposit Securities” or “Creation Basket”) and the Cash Component","page_number":73,"box":{"x":59,"y":661,"width":805,"height":13}},{"id":"d9629a3b-9f33-4dfc-91a4-5be93ff722d2","block_type":"box","text":"computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,”","page_number":73,"box":{"x":59,"y":676,"width":841,"height":13}},{"id":"dd508c26-85bd-428b-83bc-eb2efbc56435","block_type":"box","text":"which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a collective","page_number":73,"box":{"x":59,"y":691,"width":820,"height":13}},{"id":"d57165aa-b01d-427a-879b-73a42f2a657e","block_type":"box","text":"investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and subsequent","page_number":73,"box":{"x":60,"y":707,"width":864,"height":12}},{"id":"5450e9c5-e703-4e16-88be-63dd5fad1ac0","block_type":"box","text":"investment amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments as described","page_number":73,"box":{"x":60,"y":722,"width":874,"height":12}},{"id":"c4cdabc3-f3ca-4e5d-ab56-8d77f7d076a6","block_type":"box","text":"below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made","page_number":73,"box":{"x":60,"y":737,"width":845,"height":12}},{"id":"649daf2c-113e-4caf-ac8b-d9a2eb1d3e0c","block_type":"box","text":"available.","page_number":73,"box":{"x":59,"y":752,"width":63,"height":10}},{"id":"8e5833f1-e309-4780-ba07-779e57d2a310","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":73,"box":{"x":59,"y":778,"width":838,"height":13}},{"id":"e78e3a43-2923-4a51-b77d-ba25a97a73c9","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":73,"box":{"x":59,"y":794,"width":879,"height":12}},{"id":"f89bc985-ec5b-4092-a970-daba75c49590","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":73,"box":{"x":59,"y":809,"width":878,"height":12}},{"id":"a06f822b-5124-444e-a9e3-c597dc884ef1","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":73,"box":{"x":59,"y":824,"width":872,"height":12}},{"id":"663f19aa-b72f-4c0c-a93d-f6648a3e0bb1","block_type":"box","text":"Participant purchasing a Creation Unit.","page_number":73,"box":{"x":60,"y":839,"width":269,"height":12}},{"id":"6f9ce440-41dc-4f64-bca4-ad69e3ce8d9f","block_type":"box","text":"The Fund’s current policy is to accept cash in substitution for the Deposit Securities it might otherwise accept as in-kind","page_number":73,"box":{"x":59,"y":865,"width":841,"height":13}},{"id":"0fdb74a8-5009-4123-b678-02c919bf4e54","block_type":"box","text":"consideration for the purchase of Creation Units. The Fund may, at times, elect to receive Deposit Securities (","page_number":73,"box":{"x":59,"y":880,"width":761,"height":13}},{"id":"d7e68231-6303-4c3b-a154-8f27ec667621","block_type":"box","text":"i.e.","page_number":73,"box":{"x":821,"y":881,"width":18,"height":9}},{"id":"ebf53311-f008-4bf1-8145-806c66f403b0","block_type":"box","text":", the in-kind","page_number":73,"box":{"x":841,"y":880,"width":83,"height":12}},{"id":"1fac122a-9a17-4f61-9512-1dc876512efa","block_type":"box","text":"60","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"26ef575c-ae7e-40c4-83a9-c890b208170c","block_type":"box","text":"deposit of a designated portfolio of securities and other instruments) and a Cash Component as consideration for the","page_number":74,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"f0662017-a131-4c76-9198-9a6a957b7799","block_type":"box","text":"purchase of Creation Units. If the Fund elects to accept Deposit Securities, a purchaser’s delivery of the Deposit Securities","page_number":74,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"fecfa311-3e73-4b2a-9939-57c197167104","block_type":"box","text":"together with the Cash Component will constitute the “Fund Deposit,” which will represent the consideration for a Creation","page_number":74,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"3fbb1610-b2e3-4959-9473-7a4dd1be5dfc","block_type":"box","text":"Unit of the Fund. Please see the","page_number":74,"box":{"x":60,"y":112,"width":219,"height":10}},{"id":"e87a7865-c602-4336-947f-a75ded28d660","block_type":"box","text":"Cash Purchase Method","page_number":74,"box":{"x":284,"y":112,"width":163,"height":10}},{"id":"83199fa1-16d0-4b5a-992f-e766d6e832a8","block_type":"box","text":"section below and the following discussion summarizing the Deposit","page_number":74,"box":{"x":451,"y":112,"width":481,"height":12}},{"id":"b7f4f00e-9f38-4cfb-8062-106092efcce0","block_type":"box","text":"Security method for further information on purchasing Creation Units of the Fund.","page_number":74,"box":{"x":59,"y":127,"width":576,"height":12}},{"id":"2660d73e-710b-4a80-abbd-b5b4aeaf4934","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of the Fund’s","page_number":74,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"9b91b263-8b98-4601-a3c6-0bd8b8374fa8","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":74,"box":{"x":59,"y":169,"width":860,"height":12}},{"id":"925ae30d-15bd-4fb9-bbfa-e94a07d54d46","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":74,"box":{"x":59,"y":184,"width":875,"height":12}},{"id":"d752f9be-7647-4db0-9526-f80c874c09af","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":74,"box":{"x":59,"y":199,"width":670,"height":12}},{"id":"b3babb27-fdab-42a7-9c38-70cfdf32b7d0","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":74,"box":{"x":59,"y":225,"width":876,"height":13}},{"id":"0e921de2-6c2e-4ee5-a0c2-c1d4e4a635a1","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":74,"box":{"x":59,"y":240,"width":824,"height":13}},{"id":"e9375890-d6bd-4e32-84f7-5881575a4405","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":74,"box":{"x":59,"y":256,"width":870,"height":12}},{"id":"cc303d3e-381f-45b9-9446-175737725538","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":74,"box":{"x":59,"y":271,"width":691,"height":12}},{"id":"a5f278c5-2dcb-41b7-898c-ee0fff9441c4","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":74,"box":{"x":60,"y":297,"width":879,"height":13}},{"id":"f415164c-5d06-45eb-b91a-1a6a1a9b9524","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":74,"box":{"x":60,"y":312,"width":294,"height":13}},{"id":"4dfc8bb5-9d1c-41f8-82d0-2c343094d6a3","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":74,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"1267afec-0bb6-45e8-a88e-50048aae0edc","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":74,"box":{"x":60,"y":354,"width":869,"height":12}},{"id":"14902e60-fdc0-4746-b69b-8779de2097e6","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":74,"box":{"x":60,"y":369,"width":822,"height":12}},{"id":"af135867-561e-41e4-abdc-38483a0cb5d0","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":74,"box":{"x":60,"y":384,"width":873,"height":12}},{"id":"c0512dd1-d694-4976-86f1-598a0afaffc2","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":74,"box":{"x":59,"y":399,"width":847,"height":13}},{"id":"9f3dacca-e7b4-41ad-8d1c-ad1a2d3c87a6","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":74,"box":{"x":60,"y":414,"width":858,"height":13}},{"id":"9645be4e-9bb0-4eda-a5e5-145d4a56e67c","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by the Fund; or (vi) in certain other situations.","page_number":74,"box":{"x":60,"y":429,"width":759,"height":13}},{"id":"0efb8e66-e557-4b3c-b818-d8c7bc2d3830","block_type":"box","text":"Cash Purchase Method.","page_number":74,"box":{"x":59,"y":456,"width":170,"height":10}},{"id":"5dbf8aa3-ab17-481c-9b03-e93a486ce1fc","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":74,"box":{"x":238,"y":456,"width":683,"height":12}},{"id":"bc09531e-1b8f-4678-959f-1cf11c648e90","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Fund are generally","page_number":74,"box":{"x":59,"y":471,"width":879,"height":12}},{"id":"84726198-1e0a-4487-8f86-0857107efce2","block_type":"box","text":"offered solely for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a","page_number":74,"box":{"x":59,"y":486,"width":846,"height":12}},{"id":"e494abac-985c-4f58-914f-248d2aa751d8","block_type":"box","text":"partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would","page_number":74,"box":{"x":59,"y":501,"width":830,"height":13}},{"id":"34abbb34-7880-4010-bce4-0c1cb3bb63a9","block_type":"box","text":"otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in","page_number":74,"box":{"x":59,"y":516,"width":865,"height":13}},{"id":"5be0f9eb-40e2-4321-9db4-3f011aa391d3","block_type":"box","text":"kind purchaser.","page_number":74,"box":{"x":60,"y":531,"width":105,"height":13}},{"id":"6c0b65cb-3782-48bb-8663-99dfd83f32bc","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":74,"box":{"x":60,"y":558,"width":300,"height":10}},{"id":"b5f7cd3f-cb89-42fb-8035-5b0ef2dfad57","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":74,"box":{"x":369,"y":558,"width":567,"height":12}},{"id":"12a515a5-f884-4143-89c9-b397f05ca371","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":74,"box":{"x":59,"y":573,"width":377,"height":12}},{"id":"4805bb85-5c77-4ef1-bb37-6b45c138cb7a","block_type":"box","text":"i.e","page_number":74,"box":{"x":441,"y":574,"width":15,"height":9}},{"id":"023e31e3-09ee-4908-bec0-fffc1a6042f1","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":74,"box":{"x":457,"y":573,"width":480,"height":12}},{"id":"1c12d652-fae7-4738-9f6d-d258eb7df65d","block_type":"box","text":"the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the","page_number":74,"box":{"x":59,"y":588,"width":848,"height":13}},{"id":"5528c4b7-512f-4b6d-b37f-cb8361151d55","block_type":"box","text":"SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations and","page_number":74,"box":{"x":59,"y":603,"width":832,"height":13}},{"id":"34ea1177-2cf6-4a93-86ec-56a546947f66","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":74,"box":{"x":60,"y":618,"width":820,"height":13}},{"id":"b7c5711c-fd2b-4a8e-a625-9092451935fe","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Fund or one of its service providers that","page_number":74,"box":{"x":59,"y":634,"width":844,"height":12}},{"id":"8bacc52b-b49a-4ca4-b996-e516a432e9ac","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":74,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"686c87e2-a0de-4166-8cd2-4c305c9ee4c7","block_type":"box","text":"“Authorized Participant.” All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede","page_number":74,"box":{"x":59,"y":664,"width":867,"height":12}},{"id":"662ad5e5-a04f-497c-afc2-bb7264468add","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":74,"box":{"x":59,"y":679,"width":295,"height":12}},{"id":"bdc5fd54-e452-4d44-a6b1-2a8d37cec42a","block_type":"box","text":"Role of the Authorized Participant.","page_number":74,"box":{"x":60,"y":705,"width":247,"height":13}},{"id":"64a75f15-3131-4c8b-abe1-d4b4a725fc11","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":74,"box":{"x":316,"y":705,"width":571,"height":13}},{"id":"58c97bcc-74c7-4f95-bbaf-a6a6c26d8783","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that","page_number":74,"box":{"x":59,"y":720,"width":848,"height":13}},{"id":"9d9383d4-598f-4da7-abee-f469ca3c9413","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":74,"box":{"x":59,"y":736,"width":823,"height":12}},{"id":"465f7bda-af9c-429e-bf58-dc7d23787a04","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":74,"box":{"x":60,"y":751,"width":875,"height":12}},{"id":"61f62fd9-3ec6-4203-b015-2d3b2407d146","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":74,"box":{"x":60,"y":766,"width":876,"height":12}},{"id":"a49dcc45-a565-4911-83c9-e8cc79181cdb","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":74,"box":{"x":60,"y":781,"width":848,"height":12}},{"id":"3696b54a-2dd5-44ab-a7a5-65a12c2fdc75","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":74,"box":{"x":60,"y":796,"width":854,"height":12}},{"id":"f9bb343c-6b23-4968-aff2-23c4f0793afe","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":74,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"02eaa3e8-fa47-4388-a1c1-c208373a862b","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":74,"box":{"x":59,"y":826,"width":843,"height":13}},{"id":"3cc84dcc-0867-4f73-ae70-fc7d672ae6ec","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":74,"box":{"x":60,"y":841,"width":878,"height":13}},{"id":"1101df4b-c2a8-486c-b28c-6ba8a9b1a4b4","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":74,"box":{"x":59,"y":857,"width":800,"height":12}},{"id":"2ca87778-ecbf-4c57-b552-346559a96ec8","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":74,"box":{"x":60,"y":872,"width":870,"height":12}},{"id":"7e0a1590-f3c2-48cc-baeb-e43860d695b8","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":74,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"e59fb520-a8e5-43dc-a103-89e64d2fa161","block_type":"box","text":"61","page_number":74,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"e8e3a7f6-809d-4b50-89d1-183980517005","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":75,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"7fd97fe6-219a-4454-a46a-f2d06ada7f12","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":75,"box":{"x":59,"y":82,"width":819,"height":12}},{"id":"fa181e7b-cb9b-49f8-b5e1-33b63a469c59","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":75,"box":{"x":60,"y":97,"width":862,"height":12}},{"id":"522361a1-6988-4c9e-a7a9-b486e0b0a00d","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":75,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"136332f6-ca6a-44af-bec7-ff4ed0656c8d","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":75,"box":{"x":59,"y":127,"width":872,"height":12}},{"id":"b2a522e5-6dc5-4a02-b3ac-3e0ce0a11f0c","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":75,"box":{"x":60,"y":142,"width":820,"height":13}},{"id":"b35d5001-8d47-4b51-9e6b-b2b68bc4bf7e","block_type":"box","text":"Participant Agreement.","page_number":75,"box":{"x":60,"y":158,"width":160,"height":12}},{"id":"1a8a2eae-b85a-432a-8e21-a06f64988fe9","block_type":"box","text":"Purchase Orders.","page_number":75,"box":{"x":60,"y":184,"width":122,"height":10}},{"id":"3768e20e-5bbf-40ca-81c9-7bf163bdefc8","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":75,"box":{"x":195,"y":184,"width":708,"height":12}},{"id":"d8490217-fcd0-4799-ae48-8a9b12f58969","block_type":"box","text":"agent an irrevocable order to purchase shares of the Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":75,"box":{"x":59,"y":199,"width":852,"height":12}},{"id":"3e72c124-7ffa-4659-9134-f3dab5fb74fc","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":75,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"cb77c8aa-8fd6-4e1a-8fab-be3a803bacb0","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":75,"box":{"x":59,"y":229,"width":868,"height":12}},{"id":"83c6d052-3c40-4b61-ab8f-2e1813af6a85","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":75,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"9edad33d-fa99-4e3f-9f99-2d1320ee862c","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":75,"box":{"x":59,"y":259,"width":861,"height":13}},{"id":"460fdf44-a2aa-4e85-ab74-d51be6bdc3a1","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":75,"box":{"x":60,"y":274,"width":841,"height":13}},{"id":"ea1d474d-6fbb-4a7b-98ba-d4787fd325b5","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":75,"box":{"x":60,"y":290,"width":878,"height":12}},{"id":"bcc6fd3a-d611-4fa3-85bf-3a70ee7194dc","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":75,"box":{"x":59,"y":305,"width":854,"height":12}},{"id":"d8c78c93-9ecf-4103-a368-9cb2b2b47806","block_type":"box","text":"such Business Day.","page_number":75,"box":{"x":59,"y":320,"width":131,"height":12}},{"id":"a7f300d4-434b-4546-b510-382ec4eeec8f","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":75,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"23dafd31-7a30-4bdb-80c8-28a5f045751d","block_type":"box","text":"the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next","page_number":75,"box":{"x":59,"y":361,"width":860,"height":13}},{"id":"c2308652-f666-4f56-a143-f8daaf1d3e9e","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":75,"box":{"x":59,"y":377,"width":851,"height":12}},{"id":"f158d0db-bff8-44e8-a4ce-580f894a073f","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":75,"box":{"x":59,"y":392,"width":864,"height":12}},{"id":"1792c8c8-859f-4b5f-bb99-bac8017d2ce0","block_type":"box","text":"institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff","page_number":75,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"0d64ec45-f517-4cdf-a10c-a3eef864746a","block_type":"box","text":"Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed","page_number":75,"box":{"x":59,"y":422,"width":878,"height":12}},{"id":"99868e38-e609-44bf-b7c0-13ae4b13475b","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":75,"box":{"x":59,"y":437,"width":582,"height":12}},{"id":"c502a7a1-281a-443f-99de-ae381b37ab5e","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable","page_number":75,"box":{"x":59,"y":463,"width":857,"height":13}},{"id":"27b1ef76-7887-4f08-a943-2d9d36b9f1fb","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":75,"box":{"x":59,"y":479,"width":379,"height":12}},{"id":"e7961080-0683-4cef-bdd3-e94d36152da3","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":75,"box":{"x":58,"y":505,"width":305,"height":12}},{"id":"7a4cce2e-8170-42d2-b75d-7c79760f2d43","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":75,"box":{"x":372,"y":505,"width":554,"height":12}},{"id":"172c2b19-1b5a-48a9-9d70-74c941bede3f","block_type":"box","text":"of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":75,"box":{"x":59,"y":520,"width":865,"height":12}},{"id":"f1e42df3-e1ae-42b6-87cb-fbc3951f0bdf","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Fund to the Distributor or its agent pursuant to","page_number":75,"box":{"x":60,"y":535,"width":870,"height":13}},{"id":"e8f91fa9-20d9-42e8-877d-3315aa017439","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":75,"box":{"x":59,"y":550,"width":860,"height":13}},{"id":"7079b167-e8f7-4a7a-968c-d98a98d95929","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":75,"box":{"x":59,"y":566,"width":876,"height":12}},{"id":"8554958a-ded2-4871-b935-3b81b97b4e06","block_type":"box","text":"to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":75,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"e49a8db7-7673-45c9-a885-fce86986b3f3","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. The Fund’s deadline","page_number":75,"box":{"x":59,"y":596,"width":845,"height":12}},{"id":"f30b2c1f-a247-4801-bf1a-60620f49990a","block_type":"box","text":"specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":75,"box":{"x":59,"y":611,"width":870,"height":12}},{"id":"3312027c-4136-4d37-9d86-8a6c2c8dfdc0","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":75,"box":{"x":60,"y":626,"width":849,"height":12}},{"id":"6e11b1a8-732f-4983-aba0-3c88e5403377","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":75,"box":{"x":59,"y":641,"width":869,"height":12}},{"id":"dfad5f86-a91d-44fe-8c54-1e9a4b2b616e","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":75,"box":{"x":59,"y":656,"width":866,"height":13}},{"id":"27b88ba9-53e4-494e-b415-961d6f876a23","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with the","page_number":75,"box":{"x":59,"y":671,"width":852,"height":13}},{"id":"c40b459e-ff6e-4228-a1ce-753247811875","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":75,"box":{"x":60,"y":686,"width":690,"height":13}},{"id":"4665e42f-4201-4258-bbef-baf91b7f0bdb","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":75,"box":{"x":59,"y":713,"width":293,"height":12}},{"id":"c04d72a9-3716-44be-bc2c-d064306c8487","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":75,"box":{"x":365,"y":713,"width":506,"height":12}},{"id":"5fc1c6a4-41e4-4f36-86af-5b5eb8b029ad","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":75,"box":{"x":59,"y":728,"width":872,"height":12}},{"id":"c790ec14-bdec-4067-bab8-d4fdd24d6941","block_type":"box","text":"the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, the Fund will","page_number":75,"box":{"x":59,"y":743,"width":843,"height":12}},{"id":"bb2caa88-554f-4a7e-ae77-55cde43fe72d","block_type":"box","text":"accept the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as","page_number":75,"box":{"x":59,"y":758,"width":874,"height":13}},{"id":"ad8a608e-5d09-4b69-b910-7f2deeb1d4d0","block_type":"box","text":"set forth below.","page_number":75,"box":{"x":59,"y":773,"width":107,"height":10}},{"id":"f5ad5e70-a921-4d1e-9217-90d5236d1be2","block_type":"box","text":"Once the Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":75,"box":{"x":59,"y":800,"width":831,"height":12}},{"id":"4ffe572e-d03e-4f10-a8ef-f956e642d760","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":75,"box":{"x":60,"y":815,"width":812,"height":12}},{"id":"333d7335-1900-498d-91cc-184fcd196241","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":75,"box":{"x":59,"y":830,"width":552,"height":12}},{"id":"060614f7-c7d4-4a10-adb1-1af76a55d888","block_type":"box","text":"The Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that a","page_number":75,"box":{"x":59,"y":857,"width":876,"height":12}},{"id":"0361ac06-f74c-4417-8efe-bcaff0f6a27a","block_type":"box","text":"rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, the","page_number":75,"box":{"x":60,"y":872,"width":862,"height":12}},{"id":"1af21b0d-3fdb-41de-8ba7-831701b2953c","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":75,"box":{"x":60,"y":887,"width":877,"height":12}},{"id":"2c409dfe-7de7-425e-a10e-fd0ff2d6c7ee","block_type":"box","text":"62","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a6f97a4d-d88a-48e8-8782-8f88e42bf1ad","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":76,"box":{"x":60,"y":67,"width":853,"height":12}},{"id":"102b8285-9846-4cd5-a36e-6153bb438f99","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":76,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"0070ffa9-d9a2-4208-b376-6d127092439d","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of the Trust, be unlawful; or (v)","page_number":76,"box":{"x":60,"y":97,"width":828,"height":12}},{"id":"ba1f443d-9363-4b41-ace8-97bba17da8ac","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":76,"box":{"x":59,"y":112,"width":811,"height":12}},{"id":"abd31a9e-7705-47aa-83a0-0f0047def5f4","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":76,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"96e50bb7-c280-46cb-9a48-ada92b039b23","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Fund, State Street, the sub-custodian and","page_number":76,"box":{"x":60,"y":142,"width":852,"height":13}},{"id":"aa317693-e990-45ac-9c52-ad139b3db447","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":76,"box":{"x":59,"y":157,"width":853,"height":13}},{"id":"b7d0c6e2-49e8-4dea-848e-59af271a74db","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":76,"box":{"x":60,"y":172,"width":622,"height":13}},{"id":"4cd030c5-360e-4e87-9ba1-273aa68df166","block_type":"box","text":"Issuance of a Creation Unit.","page_number":76,"box":{"x":60,"y":199,"width":197,"height":10}},{"id":"f6e813cc-8919-44d4-959b-c9db81fa570a","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit","page_number":76,"box":{"x":60,"y":225,"width":815,"height":13}},{"id":"cefe5371-0f1a-4a1f-8719-85f04b15582a","block_type":"box","text":"Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed to the","page_number":76,"box":{"x":59,"y":240,"width":849,"height":13}},{"id":"040861fe-2c76-4af2-8a91-98b1275682ec","block_type":"box","text":"custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the account of","page_number":76,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"0ff2aa6c-3d67-4398-9b80-fb41b77b8467","block_type":"box","text":"the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such delivery and the","page_number":76,"box":{"x":59,"y":271,"width":861,"height":12}},{"id":"abc184fa-dcd4-429f-b572-35d470186133","block_type":"box","text":"Fund will issue and cause the delivery of the Creation Unit.","page_number":76,"box":{"x":60,"y":286,"width":407,"height":12}},{"id":"abcc0c15-3e85-4c49-8950-7c4e1f589dd7","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+1 basis” (","page_number":76,"box":{"x":59,"y":312,"width":455,"height":13}},{"id":"b7b99534-8d24-44e5-9c75-bc458ddd8935","block_type":"box","text":"i.e","page_number":76,"box":{"x":515,"y":313,"width":15,"height":9}},{"id":"bb2a4346-8e5d-4518-abd6-a1bd955b6253","block_type":"box","text":"., one Business Day after trade date). However, the Fund","page_number":76,"box":{"x":531,"y":312,"width":390,"height":13}},{"id":"7c237f56-6808-4a87-85b7-efc755de77a0","block_type":"box","text":"reserves the right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances","page_number":76,"box":{"x":60,"y":327,"width":878,"height":13}},{"id":"0d77eb14-c98b-4698-801a-aa8271e264a6","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":76,"box":{"x":59,"y":343,"width":833,"height":12}},{"id":"d2a7e81c-1c06-402c-bdd5-6bb2f2396466","block_type":"box","text":"holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex","page_number":76,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"9095c98c-c2a1-47fb-af07-52e86cbf309e","block_type":"box","text":"dividend dates (","page_number":76,"box":{"x":59,"y":373,"width":111,"height":12}},{"id":"5d826ddb-cf82-41d5-8508-aaae0a5beb32","block_type":"box","text":"i.e.","page_number":76,"box":{"x":171,"y":374,"width":18,"height":8}},{"id":"18d06792-8086-4d11-a687-d080b22a7078","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable on the","page_number":76,"box":{"x":191,"y":373,"width":686,"height":12}},{"id":"fa36f16b-c1a4-481a-818c-2a7e81dd0481","block_type":"box","text":"security).","page_number":76,"box":{"x":59,"y":388,"width":64,"height":12}},{"id":"cb5cd1f1-55b2-43f2-9e37-bf5ca584283d","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":76,"box":{"x":59,"y":414,"width":862,"height":13}},{"id":"70e394ce-f671-4cf4-af04-6bb09b538a0a","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":76,"box":{"x":59,"y":429,"width":847,"height":13}},{"id":"6b9f3edf-dcfa-4ab8-81b4-e21685d343ab","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":76,"box":{"x":59,"y":445,"width":876,"height":12}},{"id":"bc59205c-aef2-4d18-bb2a-28fda553f32d","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":76,"box":{"x":59,"y":460,"width":879,"height":12}},{"id":"93c30aed-df60-4f3c-ad41-edb720dd5099","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":76,"box":{"x":59,"y":475,"width":873,"height":12}},{"id":"adc68b2a-de4a-4b5e-9cd4-d938461c9ff0","block_type":"box","text":"the Fund. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the contractual","page_number":76,"box":{"x":59,"y":490,"width":857,"height":12}},{"id":"bf8e1182-8764-49fa-9f8d-0dabf15878d2","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":76,"box":{"x":59,"y":505,"width":860,"height":12}},{"id":"253552cc-6a84-4a84-8414-5ba4f3eea067","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing","page_number":76,"box":{"x":59,"y":520,"width":845,"height":12}},{"id":"5f083c39-fc5c-48fb-867f-25dfb08a779c","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":76,"box":{"x":60,"y":535,"width":865,"height":13}},{"id":"14760c74-0dc2-4a20-b033-e029e143eb75","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":76,"box":{"x":60,"y":550,"width":867,"height":13}},{"id":"a54d9540-2839-4616-bdd6-b657ad335e20","block_type":"box","text":"and other charges.","page_number":76,"box":{"x":59,"y":566,"width":130,"height":12}},{"id":"7d4c27e1-d67a-4cff-be89-4b5c76d9ec99","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":76,"box":{"x":60,"y":592,"width":809,"height":12}},{"id":"faaa70c6-7959-4ca5-8f63-62f4fa18524a","block_type":"box","text":"instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the","page_number":76,"box":{"x":60,"y":607,"width":810,"height":12}},{"id":"62b3cd12-3c90-4e14-9258-629e2a5fb947","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":76,"box":{"x":59,"y":622,"width":868,"height":13}},{"id":"09de2207-2393-4502-9d19-7864320a81a2","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":76,"box":{"x":59,"y":637,"width":875,"height":13}},{"id":"5cb02c38-2c0e-4be2-8dac-67e59f58a34e","block_type":"box","text":"any securities to be delivered shall be determined by the Fund and the Fund’s determination shall be final and binding.","page_number":76,"box":{"x":59,"y":652,"width":827,"height":13}},{"id":"150d3a4a-d09a-44df-9f4b-c20e0639e1f5","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":76,"box":{"x":59,"y":679,"width":325,"height":10}},{"id":"cc5bdd45-e596-4b6f-af31-65e54b7c0cab","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":76,"box":{"x":397,"y":679,"width":504,"height":12}},{"id":"315500d6-1237-48cb-9e7f-532d9f0b85ee","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":76,"box":{"x":59,"y":694,"width":855,"height":12}},{"id":"710e026e-9279-46a1-8f11-3dfa6466ffd0","block_type":"box","text":"the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the","page_number":76,"box":{"x":59,"y":709,"width":866,"height":12}},{"id":"80e5f6c3-a4ee-4efd-8436-1a535b86621d","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":76,"box":{"x":60,"y":724,"width":685,"height":13}},{"id":"f15741c4-ea98-47d9-a6cc-f92d48fd86ca","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":76,"box":{"x":60,"y":751,"width":800,"height":12}},{"id":"73d5d09f-a30e-468c-b56e-0544a750ba00","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":76,"box":{"x":59,"y":766,"width":869,"height":12}},{"id":"9d952b94-2464-4c41-9ec8-cac779aa90c3","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":76,"box":{"x":59,"y":781,"width":832,"height":12}},{"id":"8a4d4fbf-4d16-4536-a75a-ba00875573e3","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":76,"box":{"x":59,"y":796,"width":854,"height":12}},{"id":"2974011a-5873-4a50-b23e-8e4ab3f53048","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":76,"box":{"x":59,"y":811,"width":873,"height":13}},{"id":"461604c5-0736-4c61-a0aa-3c00242234e0","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":76,"box":{"x":60,"y":826,"width":873,"height":13}},{"id":"430ccaf3-415f-441d-87eb-d15e85a25728","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":76,"box":{"x":59,"y":841,"width":817,"height":13}},{"id":"9070144b-6488-4ae6-a374-332c3558eacc","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":76,"box":{"x":59,"y":857,"width":825,"height":12}},{"id":"78668a8e-729c-441b-9a2c-97edc5abe45b","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":76,"box":{"x":59,"y":872,"width":338,"height":12}},{"id":"e553662e-7bbf-4408-9402-97747bff85bc","block_type":"box","text":"63","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"4e79ca8d-bd6d-4273-8250-ca9f37568d4d","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":77,"box":{"x":59,"y":67,"width":809,"height":12}},{"id":"fdb8ad5a-cdf9-4d62-925d-1106d3eee089","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":77,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"2ec141c3-f792-4c94-94c6-09f27f319bfe","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":77,"box":{"x":59,"y":97,"width":637,"height":12}},{"id":"2595221b-3079-484f-9fda-80939aa4333c","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":77,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"1a2461a1-7d60-4f01-97dd-9d37505361fa","block_type":"box","text":"above):","page_number":77,"box":{"x":59,"y":138,"width":50,"height":13}},{"id":"81d7a4a4-7f5e-4404-8b95-5dc4fb49c0c7","block_type":"box","text":"Standard Creation","page_number":77,"box":{"x":366,"y":168,"width":104,"height":8}},{"id":"7878cae7-df3a-41d0-aa82-3827592f8a02","block_type":"box","text":"Transaction Fee","page_number":77,"box":{"x":372,"y":179,"width":91,"height":7}},{"id":"9a0d96d5-e39b-4521-a851-6e6b97a0ceac","block_type":"box","text":"Maximum Additional","page_number":77,"box":{"x":510,"y":168,"width":121,"height":8}},{"id":"14d9b455-6dd2-4a95-8f1c-028689aa0cb4","block_type":"box","text":"Charge*","page_number":77,"box":{"x":547,"y":178,"width":47,"height":10}},{"id":"d6c7da31-e85a-472f-9a72-783282d07c7f","block_type":"box","text":"$225 7.0%","page_number":77,"box":{"x":401,"y":200,"width":194,"height":11}},{"id":"cca1aad0-c127-4c0c-8137-285b42d6420e","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":77,"box":{"x":89,"y":240,"width":328,"height":10}},{"id":"f787ef34-ecc4-466a-aa2b-245b2c967b71","block_type":"box","text":"Redemption of Creation Units.","page_number":77,"box":{"x":60,"y":263,"width":216,"height":12}},{"id":"b9f79cd0-eee6-487e-8c7a-6da41f6d96e5","block_type":"box","text":"Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":77,"box":{"x":59,"y":290,"width":850,"height":12}},{"id":"12a543ef-5bfc-449e-9305-597386aa814b","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Fund will not","page_number":77,"box":{"x":60,"y":305,"width":861,"height":12}},{"id":"82b86b31-dda3-4e0e-9e5b-63508b335163","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":77,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"11d36693-902a-4c46-92b9-e3c98f690ff0","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":77,"box":{"x":60,"y":335,"width":854,"height":12}},{"id":"ec18c375-950a-45de-9b26-5b25a4da4641","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":77,"box":{"x":59,"y":350,"width":879,"height":12}},{"id":"a77e4d37-3ae0-4561-b2aa-f4228258b29d","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":77,"box":{"x":60,"y":365,"width":649,"height":13}},{"id":"92d4145b-965c-435c-a5ad-598c32603aab","block_type":"box","text":"The Fund generally redeems Creation Units solely for cash. However, the Fund reserves the right to distribute securities and","page_number":77,"box":{"x":59,"y":392,"width":862,"height":12}},{"id":"f47a4413-4331-4ef1-9a76-f10061a191e1","block_type":"box","text":"other portfolio instruments in-kind as payment for Creation Units being redeemed. Please see the","page_number":77,"box":{"x":59,"y":407,"width":681,"height":12}},{"id":"600b381c-615b-4369-a5a0-e9429c5eabec","block_type":"box","text":"Cash Redemption Method","page_number":77,"box":{"x":745,"y":407,"width":183,"height":12}},{"id":"4ef65845-c44b-4773-b875-453e159b20ae","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":77,"box":{"x":59,"y":422,"width":864,"height":12}},{"id":"ee32fb86-bf70-418e-8112-9d60b7433bb4","block_type":"box","text":"Units of the Fund.","page_number":77,"box":{"x":60,"y":437,"width":123,"height":10}},{"id":"fbdc303d-4c64-4387-a765-7f2dad0d549a","block_type":"box","text":"The Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":77,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"8e3eeb82-d616-4f9d-906b-4d5d89538396","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":77,"box":{"x":59,"y":479,"width":849,"height":12}},{"id":"27434152-a2a1-4065-b655-93c8a74a302a","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":77,"box":{"x":59,"y":494,"width":840,"height":12}},{"id":"055dafdb-8386-4680-8ff4-349a6c5f898e","block_type":"box","text":"redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":77,"box":{"x":60,"y":509,"width":877,"height":12}},{"id":"6b92dc07-8b35-47c1-a038-a4efc2020eab","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":77,"box":{"x":60,"y":524,"width":833,"height":12}},{"id":"49da77d5-3073-4011-9afa-a5f7e316274d","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":77,"box":{"x":59,"y":539,"width":854,"height":12}},{"id":"1caf7314-01c2-40ae-b8da-e520695cd259","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":77,"box":{"x":60,"y":554,"width":842,"height":13}},{"id":"56dee9c3-ae38-40e2-8f3e-088804d0b5b1","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":77,"box":{"x":59,"y":569,"width":738,"height":13}},{"id":"a22499ad-2bd1-4023-9e25-1e54f7497270","block_type":"box","text":"If redemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the","page_number":77,"box":{"x":60,"y":596,"width":875,"height":12}},{"id":"0d44bf8f-fb6a-479d-b943-2137eed3dec3","block_type":"box","text":"Cash Amount, which is an amount equal to the difference between the NAV of the shares being redeemed, as next","page_number":77,"box":{"x":59,"y":611,"width":801,"height":12}},{"id":"1dc6ce0a-19a4-482e-a1b7-3313bbe6a163","block_type":"box","text":"determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption","page_number":77,"box":{"x":59,"y":626,"width":839,"height":12}},{"id":"ef567b38-83d8-480b-8f85-d3a71a4916af","block_type":"box","text":"transaction fee (as described below).","page_number":77,"box":{"x":59,"y":641,"width":257,"height":12}},{"id":"80b8369a-c3ef-4f01-88b8-cf893642d8c6","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":77,"box":{"x":59,"y":668,"width":873,"height":12}},{"id":"3fbfcd7a-6686-4662-9499-c10426ef6612","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":77,"box":{"x":60,"y":683,"width":825,"height":12}},{"id":"3446cd16-13df-45a9-bff0-bd1ad8620d04","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":77,"box":{"x":59,"y":698,"width":822,"height":12}},{"id":"6762ac97-a511-4299-ba6a-69b3ad1e33d1","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":77,"box":{"x":60,"y":713,"width":863,"height":12}},{"id":"226ccc07-907a-41df-8c51-812c23033ad4","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":77,"box":{"x":59,"y":728,"width":880,"height":12}},{"id":"d8cd7da4-3c44-4a38-82e8-7e662a327a43","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":77,"box":{"x":59,"y":743,"width":868,"height":12}},{"id":"0deebb7f-4cc6-4340-821f-c634cb611b1b","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":77,"box":{"x":60,"y":758,"width":867,"height":13}},{"id":"35f7a0a4-315c-4450-a753-da746a3c0f0e","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":77,"box":{"x":59,"y":773,"width":855,"height":13}},{"id":"77c19d93-48e8-482b-adc0-b1ce8d2b1c90","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":77,"box":{"x":59,"y":788,"width":815,"height":13}},{"id":"ce3455e6-e5e5-4c80-811e-e2a1d41dfed2","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Fund generally","page_number":77,"box":{"x":59,"y":804,"width":867,"height":12}},{"id":"d7979041-36b8-4f75-9247-a61b01daee4f","block_type":"box","text":"redeems Creation Units for cash. The Redemption Basket may also be modified to minimize the Cash Component by","page_number":77,"box":{"x":60,"y":819,"width":812,"height":12}},{"id":"aa2e8063-b575-4a28-b344-cb8dea4a20bb","block_type":"box","text":"redistributing the cash to the Fund Securities portion of the Redemption Basket through systematically rounding. The","page_number":77,"box":{"x":60,"y":834,"width":821,"height":12}},{"id":"ebba342f-c730-4be9-85ef-4a0db7062fcb","block_type":"box","text":"rounding methodology allows position sizes of securities in the Fund Securities to be “rounded up,” while limiting the","page_number":77,"box":{"x":60,"y":849,"width":820,"height":12}},{"id":"ff5182a7-7aff-4a8b-9f9a-7fdf38d6f862","block_type":"box","text":"maximum allowed percentage change in weight and share quantity of any given security in the Redemption Basket.","page_number":77,"box":{"x":60,"y":864,"width":807,"height":12}},{"id":"4aefafcd-da59-44ae-b1b3-9ee48d8fbc5c","block_type":"box","text":"64","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fdd85353-5ff5-41fb-81d7-d6ea50c68df0","block_type":"box","text":"Redemption Baskets may also be modified to position a fund towards a forward index rebalance to reflect revisions that","page_number":78,"box":{"x":60,"y":67,"width":835,"height":12}},{"id":"f9c01060-2292-4213-8fe2-16b4f2d1562b","block_type":"box","text":"account for index additions, deletions, and re-weights.","page_number":78,"box":{"x":59,"y":82,"width":380,"height":12}},{"id":"6c387537-f0fc-4ae5-9f86-1dac29ebd81b","block_type":"box","text":"Cash Redemption Method.","page_number":78,"box":{"x":59,"y":108,"width":191,"height":13}},{"id":"8546b3b9-307d-416e-978c-8fcef2df742f","block_type":"box","text":"Although the Trust does not generally permit full cash redemptions of Creation Units of its","page_number":78,"box":{"x":263,"y":108,"width":633,"height":13}},{"id":"0821eac0-4d58-4eaf-94a6-3d55b7af219a","block_type":"box","text":"funds, when partial or full cash redemptions of Creation Units are available or specified (","page_number":78,"box":{"x":59,"y":123,"width":616,"height":13}},{"id":"b8ec848a-45c3-4ad8-836b-b47c0548fba7","block_type":"box","text":"e.g.,","page_number":78,"box":{"x":677,"y":126,"width":26,"height":10}},{"id":"0fd8e9ee-523f-45e5-a758-3ff332a092d3","block_type":"box","text":"Creation Units of the Fund are","page_number":78,"box":{"x":709,"y":123,"width":210,"height":10}},{"id":"693c6d0c-54f3-4345-9785-b7af90672378","block_type":"box","text":"generally redeemed solely for cash), they will be effected in essentially the same manner as in-kind redemptions thereof. In","page_number":78,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"1b74a4a8-5a05-41f2-942a-ce050c97e662","block_type":"box","text":"the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it","page_number":78,"box":{"x":59,"y":154,"width":854,"height":12}},{"id":"407f4634-32d1-4d22-84c1-f3ecc8f38905","block_type":"box","text":"would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":78,"box":{"x":59,"y":169,"width":839,"height":12}},{"id":"2dd5ae88-17c3-4e71-aa17-33431d43ea98","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":78,"box":{"x":59,"y":195,"width":352,"height":12}},{"id":"9e54266d-aa23-459a-8cda-b07d84f81fd4","block_type":"box","text":"A redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The","page_number":78,"box":{"x":59,"y":222,"width":874,"height":12}},{"id":"00dfc2be-4674-4b54-80a3-44ed5bfb7164","block_type":"box","text":"standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems","page_number":78,"box":{"x":59,"y":237,"width":879,"height":12}},{"id":"0ee2253a-bb00-4316-992a-c3b1fc806d79","block_type":"box","text":"a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the","page_number":78,"box":{"x":59,"y":252,"width":852,"height":12}},{"id":"c53eacd2-b4e4-4984-9979-5a5e7e9fa3ce","block_type":"box","text":"applicable Business Day.","page_number":78,"box":{"x":59,"y":267,"width":169,"height":12}},{"id":"edf7301f-ca3d-4b43-a285-177ba966176a","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":78,"box":{"x":60,"y":293,"width":824,"height":13}},{"id":"981067da-8e36-4859-93fb-817997d6bf63","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":78,"box":{"x":59,"y":308,"width":869,"height":13}},{"id":"ed9a6aac-f4e8-4ecf-a9f1-ab0d11739ac5","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":78,"box":{"x":59,"y":324,"width":832,"height":12}},{"id":"e6a99a3f-4432-4ab6-a06a-4974f01e2f29","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":78,"box":{"x":59,"y":339,"width":854,"height":12}},{"id":"9e67885a-24f4-4f72-a4db-e3f88be9fcd5","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":78,"box":{"x":59,"y":354,"width":873,"height":12}},{"id":"a2f92a25-9247-460b-8ac5-28434e8438f1","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":78,"box":{"x":60,"y":369,"width":873,"height":12}},{"id":"ce1c5515-bbc7-4e6a-ad4d-105116c2416c","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":78,"box":{"x":59,"y":384,"width":817,"height":12}},{"id":"39e9d080-c87a-44a1-b019-ae8431de2ca0","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":78,"box":{"x":59,"y":399,"width":825,"height":13}},{"id":"0b1bcd07-a892-49dd-9490-67cbb8439a60","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":78,"box":{"x":59,"y":414,"width":338,"height":13}},{"id":"22cdfa78-742d-49a7-b99b-d88870400634","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their","page_number":78,"box":{"x":59,"y":441,"width":850,"height":12}},{"id":"0705b88b-b3c5-4fe9-a8c8-9217971ccc30","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":78,"box":{"x":59,"y":456,"width":852,"height":12}},{"id":"048b79be-e8ff-4704-9ad2-49cf7081670a","block_type":"box","text":"use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":78,"box":{"x":60,"y":471,"width":870,"height":12}},{"id":"297b0601-6646-449e-a060-85d1bad28807","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":78,"box":{"x":59,"y":497,"width":808,"height":13}},{"id":"a74f5985-d652-4618-bfe9-b6e51aeace23","block_type":"box","text":"described above):","page_number":78,"box":{"x":59,"y":513,"width":123,"height":12}},{"id":"c3718a1d-6ef7-4354-b133-19520b3b1706","block_type":"box","text":"Standard Redemption","page_number":78,"box":{"x":355,"y":542,"width":125,"height":10}},{"id":"5625cdad-a65d-413e-8168-4c4e756df9f8","block_type":"box","text":"Transaction Fee","page_number":78,"box":{"x":372,"y":553,"width":91,"height":7}},{"id":"d1c000af-61c6-4161-9078-d6540d9e44f0","block_type":"box","text":"Maximum Additional","page_number":78,"box":{"x":521,"y":542,"width":121,"height":8}},{"id":"1a744b51-bbd1-4c91-a233-9073c9b01887","block_type":"box","text":"Charge*","page_number":78,"box":{"x":558,"y":552,"width":47,"height":10}},{"id":"ddbeec6e-3a82-4969-9abf-02b946922873","block_type":"box","text":"$225 2.0%","page_number":78,"box":{"x":401,"y":574,"width":205,"height":11}},{"id":"c23237cb-e793-41e6-a106-382d14695e4f","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":78,"box":{"x":89,"y":614,"width":628,"height":10}},{"id":"3f492304-1802-4067-934d-c8dcb4582cc9","block_type":"box","text":"Placement of Redemption Orders.","page_number":78,"box":{"x":60,"y":637,"width":243,"height":13}},{"id":"2060bc62-e0be-4201-acb6-1a46a9bc3819","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":78,"box":{"x":312,"y":637,"width":624,"height":13}},{"id":"6c74972f-3c0a-43ca-a732-91547e40d284","block_type":"box","text":"or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem","page_number":78,"box":{"x":59,"y":652,"width":877,"height":13}},{"id":"a924006c-6fd7-456b-9ffd-4351d5c1720a","block_type":"box","text":"shares of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":78,"box":{"x":59,"y":668,"width":861,"height":12}},{"id":"dd388a26-a2fa-4471-8b09-1e44cd52c6ce","block_type":"box","text":"when the Listing Exchange closes earlier than normal, the Fund may require orders to redeem Creation Units to be placed","page_number":78,"box":{"x":59,"y":683,"width":850,"height":12}},{"id":"66048da6-12a1-4df7-b62f-d638d50ed098","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":78,"box":{"x":59,"y":698,"width":842,"height":12}},{"id":"ae6e1ca2-4741-4e67-a2c5-1b70e34a34e2","block_type":"box","text":"request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized","page_number":78,"box":{"x":60,"y":713,"width":851,"height":12}},{"id":"71e0d001-da59-4961-94ef-0d20ab6f17f1","block_type":"box","text":"Participants upon request.","page_number":78,"box":{"x":60,"y":729,"width":182,"height":11}},{"id":"b634e00b-6d6f-4c86-b179-a5c16d4118e3","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Fund to the Distributor or its","page_number":78,"box":{"x":59,"y":754,"width":879,"height":13}},{"id":"064c9352-20e5-4019-9df6-01f96b213e73","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":78,"box":{"x":59,"y":770,"width":870,"height":12}},{"id":"27785494-69c1-4a29-88f6-69ef8f4c0e04","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":78,"box":{"x":59,"y":785,"width":825,"height":12}},{"id":"5c9d41d9-4d13-4b60-b610-b1d9b91609d1","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":78,"box":{"x":59,"y":800,"width":824,"height":12}},{"id":"06bb561b-42a6-4b0a-8f19-c888b48ccbbe","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":78,"box":{"x":59,"y":815,"width":861,"height":12}},{"id":"d43d21bd-fda2-4e65-ba6e-e7722f86202c","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":78,"box":{"x":59,"y":830,"width":876,"height":12}},{"id":"21692a1c-5197-4549-b8bc-49977335e2ef","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":78,"box":{"x":60,"y":845,"width":856,"height":13}},{"id":"e56e4e25-83a4-44ea-9738-ff99fc94da07","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Fund’s transfer agent; such","page_number":78,"box":{"x":59,"y":860,"width":858,"height":13}},{"id":"54bc41bb-fc32-4b5c-b540-a7853ff35592","block_type":"box","text":"65","page_number":78,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"7292f228-b31f-4ae6-bbab-793dc91e366f","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":79,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"fb66add3-a20b-4576-a2d2-cb0d125eaf51","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":79,"box":{"x":59,"y":82,"width":585,"height":12}},{"id":"3dca8de1-02a3-48a2-bd6c-5404b6557fc2","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":79,"box":{"x":59,"y":108,"width":850,"height":13}},{"id":"5ed6cb3a-6f27-4ed0-8196-c12f81853da9","block_type":"box","text":"transferred to the Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":79,"box":{"x":59,"y":123,"width":829,"height":13}},{"id":"69e61749-915c-42c0-8442-eb7b044188db","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":79,"box":{"x":59,"y":138,"width":834,"height":13}},{"id":"ce5638e8-f987-49d8-b04e-305c2d1a7233","block_type":"box","text":"request in form satisfactory to the Fund is received by the Distributor or its agent from the Authorized Participant on behalf of","page_number":79,"box":{"x":60,"y":154,"width":880,"height":12}},{"id":"01146f76-fc04-4882-ba5b-8b2f7d1702fd","block_type":"box","text":"itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the","page_number":79,"box":{"x":60,"y":169,"width":841,"height":12}},{"id":"b9e3ea6b-7cf6-4aaa-9f4b-a0e4da183459","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":79,"box":{"x":59,"y":184,"width":394,"height":12}},{"id":"9f34f668-fe27-4ee6-abe9-69b0e53fe288","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the Fund and the Fund’s transfer agent of such","page_number":79,"box":{"x":60,"y":210,"width":867,"height":13}},{"id":"9b91a600-671c-4373-a33e-4ea1a7014747","block_type":"box","text":"redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or cash","page_number":79,"box":{"x":60,"y":225,"width":839,"height":13}},{"id":"fb8a8155-1fe7-4e6f-8378-246b46ff2f34","block_type":"box","text":"included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant","page_number":79,"box":{"x":60,"y":240,"width":873,"height":13}},{"id":"30d06ab4-7825-4c19-a1b6-2261d6fa6a00","block_type":"box","text":"Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant","page_number":79,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"5d4ca434-3899-41fe-9fef-dee5b7b07b25","block_type":"box","text":"through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant","page_number":79,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"32df85fe-6d76-45e3-9d18-802b1f4020f3","block_type":"box","text":"submitting the redemption request.","page_number":79,"box":{"x":59,"y":286,"width":248,"height":12}},{"id":"e9e6413d-27dc-46b8-a02f-d072250dc8ff","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":79,"box":{"x":59,"y":312,"width":854,"height":13}},{"id":"4af771d2-9a5f-40fe-a06c-edf1407d8b27","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":79,"box":{"x":59,"y":327,"width":837,"height":13}},{"id":"bc18c500-b9a7-4606-b7c3-77a52a0f2c00","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":79,"box":{"x":59,"y":343,"width":836,"height":12}},{"id":"50b9633e-e8db-4cd5-a105-44d7337b64b9","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within one Business Day (","page_number":79,"box":{"x":60,"y":369,"width":648,"height":12}},{"id":"8d6005d2-1c54-4077-8ada-381a4a01d594","block_type":"box","text":"i.e","page_number":79,"box":{"x":709,"y":370,"width":15,"height":9}},{"id":"aa07ac16-4f80-4d97-950a-8cada9200f8e","block_type":"box","text":"., “T+1”). However, the Fund","page_number":79,"box":{"x":725,"y":369,"width":196,"height":12}},{"id":"54d091ec-bad0-4d5b-8470-05376db9a26a","block_type":"box","text":"reserves the right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the","page_number":79,"box":{"x":60,"y":384,"width":826,"height":12}},{"id":"2939ffc1-26e5-4512-be8c-3d07bbb2237f","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":79,"box":{"x":59,"y":399,"width":858,"height":13}},{"id":"cd38feda-89f2-41a5-af05-7535010be933","block_type":"box","text":"U.S. market holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record","page_number":79,"box":{"x":60,"y":414,"width":855,"height":13}},{"id":"882c6f96-1814-4144-852b-643c27a13175","block_type":"box","text":"dates and dividend ex-dates (","page_number":79,"box":{"x":59,"y":429,"width":207,"height":13}},{"id":"0039811d-b8ff-4c3a-93ef-ec52f36f58c9","block_type":"box","text":"i.e.","page_number":79,"box":{"x":267,"y":430,"width":17,"height":9}},{"id":"a01691b4-4252-46ac-a1db-2855ca5cb402","block_type":"box","text":", the last date the holder of a security can sell the security and still receive dividends payable","page_number":79,"box":{"x":287,"y":429,"width":642,"height":13}},{"id":"18aa8493-b40d-4989-837e-a20ba6f0568a","block_type":"box","text":"on the security).","page_number":79,"box":{"x":59,"y":445,"width":113,"height":12}},{"id":"4a7c9bd2-31ef-4388-9624-faabdaad048c","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":79,"box":{"x":60,"y":471,"width":826,"height":12}},{"id":"2875340f-5343-4db2-89da-fe7ce007a5cb","block_type":"box","text":"appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to","page_number":79,"box":{"x":59,"y":486,"width":857,"height":12}},{"id":"585e083a-c7f4-4472-b0a6-6732f77e07d9","block_type":"box","text":"make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may","page_number":79,"box":{"x":60,"y":501,"width":875,"height":13}},{"id":"5db4e2dc-8bd7-450c-96e2-ab113cddef6f","block_type":"box","text":"in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to","page_number":79,"box":{"x":60,"y":516,"width":846,"height":13}},{"id":"b1479b2b-1c29-4494-a65a-eb4f28419381","block_type":"box","text":"receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of","page_number":79,"box":{"x":60,"y":531,"width":872,"height":13}},{"id":"21ed0e79-3c47-4896-a9ed-39bc0280f17b","block_type":"box","text":"its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a","page_number":79,"box":{"x":60,"y":547,"width":853,"height":12}},{"id":"b530b42d-e5aa-4d60-9561-27c1a9703c15","block_type":"box","text":"redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs","page_number":79,"box":{"x":60,"y":562,"width":876,"height":12}},{"id":"e3747980-c253-40ac-9327-819a72de075e","block_type":"box","text":"associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance","page_number":79,"box":{"x":59,"y":577,"width":865,"height":12}},{"id":"3f810ba7-8bf1-4358-a9c2-e04b901ad740","block_type":"box","text":"with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)","page_number":79,"box":{"x":59,"y":592,"width":856,"height":12}},{"id":"e62f1e15-2f8a-427f-80fb-e4c19990ccc0","block_type":"box","text":"reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund","page_number":79,"box":{"x":60,"y":607,"width":811,"height":12}},{"id":"1e1efb4c-e868-4e93-9de2-bab6d97c6a3a","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":79,"box":{"x":59,"y":622,"width":746,"height":13}},{"id":"5315b65d-b76f-4abb-98d9-4d720884dcdf","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units (except that, as noted above, Creation","page_number":79,"box":{"x":59,"y":649,"width":840,"height":12}},{"id":"2ccd4f67-d182-4157-8466-59b7df0f31fd","block_type":"box","text":"Units of the Fund generally will be redeemed for cash), in the event that cash redemptions are permitted or required by the","page_number":79,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"6a2e6102-5851-46cc-871b-7ffc62bd841b","block_type":"box","text":"Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of","page_number":79,"box":{"x":59,"y":679,"width":803,"height":12}},{"id":"5c020084-32cc-40a0-8904-ccc2bfd1797e","block_type":"box","text":"redemption (within seven calendar days thereafter). If the Fund includes a foreign investment in its basket, and if a local","page_number":79,"box":{"x":60,"y":694,"width":836,"height":12}},{"id":"2f754ad2-a84e-4119-b5f1-e7eeeff9773c","block_type":"box","text":"market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to","page_number":79,"box":{"x":60,"y":709,"width":831,"height":12}},{"id":"cfea0ea9-b4da-4152-824d-b0ce98a2f1de","block_type":"box","text":"redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a redemption request,","page_number":79,"box":{"x":60,"y":724,"width":854,"height":13}},{"id":"fc7fb6d0-bc0d-4de2-bf93-07da521628df","block_type":"box","text":"the Fund may delay delivery of the foreign investment more than seven days if the Fund delivers the foreign investment as","page_number":79,"box":{"x":59,"y":739,"width":853,"height":13}},{"id":"1d348c8a-8326-41dd-8083-fa5bebdd8493","block_type":"box","text":"soon as practicable, but in no event later than 15 days.","page_number":79,"box":{"x":59,"y":754,"width":381,"height":13}},{"id":"3603605a-3177-4dc1-bf8e-0f62e54bcaef","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":79,"box":{"x":59,"y":781,"width":824,"height":12}},{"id":"eb0dbfb0-2ec8-4386-b489-eea4dfae0741","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":79,"box":{"x":59,"y":796,"width":871,"height":12}},{"id":"128b413c-b2ac-444f-b3f1-7a9fdfbf3787","block_type":"box","text":"Unit to be redeemed to the Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the","page_number":79,"box":{"x":60,"y":811,"width":861,"height":13}},{"id":"ac78a701-8806-4290-a685-635e6ba4b606","block_type":"box","text":"date of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on","page_number":79,"box":{"x":59,"y":826,"width":871,"height":13}},{"id":"78f963c5-18f2-4a2a-a690-f73360408425","block_type":"box","text":"the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":79,"box":{"x":59,"y":841,"width":852,"height":13}},{"id":"d49b2052-05ec-4cdc-aeca-b0d68a56e50e","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":79,"box":{"x":59,"y":857,"width":851,"height":12}},{"id":"a905efb3-6042-42f2-b38e-f2533da7e5d3","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the Business","page_number":79,"box":{"x":60,"y":872,"width":857,"height":12}},{"id":"e4e13b6e-e39c-469b-ae47-359b5c379ba0","block_type":"box","text":"Day after the date of submission of such redemption request and shall be held by State Street and marked-to-market daily.","page_number":79,"box":{"x":60,"y":887,"width":857,"height":12}},{"id":"7848b886-41af-4573-890a-0ec563f7af73","block_type":"box","text":"66","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a61b8994-8339-4cdc-93d7-c4aee196caf3","block_type":"box","text":"The fees of State Street and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall","page_number":80,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"caf9d382-671d-4b3d-b619-16adc23d8f49","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":80,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"dd7efa63-a54d-4ad7-b5ba-bed938021cef","block_type":"box","text":"Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the","page_number":80,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"42129bdd-c00e-4e61-9d78-edd475cc7700","block_type":"box","text":"Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for","page_number":80,"box":{"x":60,"y":112,"width":866,"height":12}},{"id":"5c640b71-c7c1-4dc0-9d9f-04f9729b7052","block_type":"box","text":"related brokerage and other charges.","page_number":80,"box":{"x":60,"y":127,"width":256,"height":12}},{"id":"faad5f9e-1570-46bb-9ff5-a8085ee574bc","block_type":"box","text":"Because the portfolio securities or other assets of the Fund may trade on exchange(s) on days that the Listing Exchange is","page_number":80,"box":{"x":60,"y":154,"width":855,"height":12}},{"id":"3203e7f6-a213-4c01-9233-60ba59a5aea1","block_type":"box","text":"closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund or","page_number":80,"box":{"x":59,"y":169,"width":866,"height":12}},{"id":"b43539ca-8f9f-4b4c-a1ca-100f6b33db88","block_type":"box","text":"purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected","page_number":80,"box":{"x":59,"y":184,"width":878,"height":12}},{"id":"fafa461b-9cc0-4aa6-9ac9-005b054601b0","block_type":"box","text":"by events in the relevant non-U.S. markets.","page_number":80,"box":{"x":60,"y":199,"width":297,"height":12}},{"id":"4d580da8-fce4-4fd7-b9f9-11dda0977cda","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to the Fund: (i) for any period","page_number":80,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"c03aa1ed-6491-4c67-9411-1cec6cc55749","block_type":"box","text":"during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during","page_number":80,"box":{"x":59,"y":240,"width":868,"height":13}},{"id":"6c8ec6f2-29b0-4068-856a-60c434e6a0e3","block_type":"box","text":"which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a","page_number":80,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"32709658-2185-43ee-b47e-7473a31a9197","block_type":"box","text":"result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":80,"box":{"x":60,"y":271,"width":809,"height":12}},{"id":"74e5515a-6019-4808-8840-3c3d520d0f44","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":80,"box":{"x":59,"y":286,"width":511,"height":12}},{"id":"bf142927-69c0-48c0-b043-895fc1f02da1","block_type":"box","text":"Custom Baskets.","page_number":80,"box":{"x":59,"y":312,"width":118,"height":10}},{"id":"551bd875-2a7b-4d29-bd68-c5ea1a593eea","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":80,"box":{"x":187,"y":312,"width":739,"height":13}},{"id":"c2c4ed07-2474-4282-bd43-7a6f4570b5a4","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of the Fund’s portfolio","page_number":80,"box":{"x":60,"y":327,"width":832,"height":13}},{"id":"0f8bb2f7-f5b5-43ef-a459-abc1f1db3a2e","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":80,"box":{"x":60,"y":343,"width":872,"height":12}},{"id":"5c202336-97f9-49d1-8d68-ae4c7e0d21b2","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. The Fund has adopted policies and","page_number":80,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"a46605f2-0abb-4013-9407-cee025c5b34f","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":80,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"2a34a80d-73d2-40a1-81da-74d61109a3ab","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":80,"box":{"x":59,"y":388,"width":824,"height":12}},{"id":"f4495a81-e623-4746-95f7-3011007c961d","block_type":"box","text":"baskets that are in the best interests of the Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":80,"box":{"x":60,"y":403,"width":873,"height":12}},{"id":"380e9b12-fff4-410e-97fc-00ba98514e74","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":80,"box":{"x":59,"y":418,"width":872,"height":12}},{"id":"436c48cf-e96c-41f4-af35-52cba85c0c4c","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":80,"box":{"x":59,"y":433,"width":870,"height":13}},{"id":"517d68dd-3681-4adc-9d0c-f1daf4ad52eb","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":80,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"ea8d6a66-3656-4363-86ca-435aedbc59b8","block_type":"box","text":"be used for the Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":80,"box":{"x":60,"y":463,"width":845,"height":13}},{"id":"2e3716a1-c4f9-4d47-8dfd-a0685cf89ccd","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":80,"box":{"x":59,"y":479,"width":877,"height":12}},{"id":"9d6adfef-8c08-46f0-b2b9-10edcdd3c6aa","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":80,"box":{"x":59,"y":494,"width":711,"height":12}},{"id":"c6452273-db9d-47c2-8c75-240a8a824cb8","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":80,"box":{"x":58,"y":520,"width":419,"height":12}},{"id":"4ed17c03-4734-40e4-9c0c-f8f02d356c90","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":80,"box":{"x":490,"y":520,"width":445,"height":12}},{"id":"7daac051-e6da-4be9-9d94-096365bd8806","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":80,"box":{"x":60,"y":535,"width":864,"height":13}},{"id":"158902a9-63ed-44ca-bb4a-329611a54981","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":80,"box":{"x":59,"y":550,"width":868,"height":13}},{"id":"d1faa669-05f8-4c65-96e7-23abccd6ce2b","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":80,"box":{"x":60,"y":566,"width":870,"height":12}},{"id":"51ebe729-408f-4fbd-8bd2-01ce63b4155b","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":80,"box":{"x":59,"y":581,"width":752,"height":12}},{"id":"4f6ebc8b-7211-4440-abfb-92b041b00cd6","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":80,"box":{"x":59,"y":607,"width":830,"height":12}},{"id":"db3e7277-ea27-4e4d-8eae-7001f93f1a89","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":80,"box":{"x":59,"y":622,"width":862,"height":13}},{"id":"87e6b6ed-9aec-4dcc-aeab-e97653f9e810","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":80,"box":{"x":59,"y":637,"width":860,"height":13}},{"id":"30fd17de-efa6-4769-8598-c97af6fcd9b3","block_type":"box","text":"assets.","page_number":80,"box":{"x":59,"y":654,"width":46,"height":8}},{"id":"ca6484a5-ab6d-42cf-ab5a-1bad072e7e2b","block_type":"box","text":"67","page_number":80,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"2d863fd1-69d8-47fc-b32b-3d257729bb87","block_type":"box","text":"Taxes","page_number":81,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"a72b9b16-0f47-4ff6-885e-a9087ac8f923","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":81,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"b7ed3a6f-6b58-4923-931b-8c8f499833b3","block_type":"box","text":"disposition of shares of the Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":81,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"37f6dd83-45e4-46cd-98cf-6a976060117b","block_type":"box","text":"that may be applicable to the Fund or to all categories of investors, some of which may be subject to special tax rules.","page_number":81,"box":{"x":59,"y":138,"width":823,"height":13}},{"id":"e5fea188-2b91-41d3-b0ee-901c3439b00f","block_type":"box","text":"Current and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal,","page_number":81,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"d2c088ba-7dbd-4b63-bf80-ae349502f752","block_type":"box","text":"state, local and non-U.S. tax consequences of investing in the Fund. The summary is based on the laws and judicial and","page_number":81,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"2ab2f4d9-065b-4169-ba9f-01b87662b249","block_type":"box","text":"administrative interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with","page_number":81,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"20bacc6d-5a1d-49b1-8c49-5b9514ff22a8","block_type":"box","text":"retroactive effect.","page_number":81,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"017eced3-e2b7-4034-ac10-6a27b5e8e55d","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":81,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"8aeb868f-66b2-4252-b766-500bbb2dd1e6","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":81,"box":{"x":406,"y":225,"width":460,"height":13}},{"id":"111e5dee-7804-4f29-8bdf-ead737446346","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, the Fund must annually distribute at least 90%","page_number":81,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"a055d227-2d7d-4da0-b038-3b4289cf94a1","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":81,"box":{"x":59,"y":256,"width":851,"height":12}},{"id":"f3ea2670-ecfd-422d-af64-6ae8e5df27c3","block_type":"box","text":"several other requirements. Among such other requirements are the following: (i) at least 90% of the Fund’s annual gross","page_number":81,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"dc311dbe-6f14-4a35-a6be-92193e9010d0","block_type":"box","text":"income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other","page_number":81,"box":{"x":60,"y":286,"width":838,"height":12}},{"id":"6d100014-56d8-4efc-9061-e0813722d6f0","block_type":"box","text":"disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":81,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"8539ecee-2587-44a2-81e8-2ed8990f5c2f","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":81,"box":{"x":59,"y":316,"width":867,"height":12}},{"id":"abe7b733-89e5-4678-b177-fdb908ac93ab","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":81,"box":{"x":60,"y":331,"width":502,"height":13}},{"id":"415f5983-6e29-45c1-aa59-e66562ebf490","block_type":"box","text":"i.e.,","page_number":81,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"3c661266-61a2-4ac2-9b4e-50e0db282008","block_type":"box","text":"partnerships that are traded on an established","page_number":81,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"589644b3-4819-4f00-aa33-375d8301d155","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":81,"box":{"x":59,"y":346,"width":858,"height":13}},{"id":"9131932d-7257-42ce-aaaf-cdeb57b3ff0e","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of the","page_number":81,"box":{"x":60,"y":361,"width":845,"height":13}},{"id":"df2c397f-befc-4697-99bd-14c9a7218bc3","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of the Fund’s total assets must be represented by cash and cash","page_number":81,"box":{"x":60,"y":377,"width":845,"height":12}},{"id":"80ae3ab8-eb67-4d0f-a6e8-1591c6a22059","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":81,"box":{"x":60,"y":392,"width":878,"height":12}},{"id":"870f9653-1896-4049-84cf-75fa107dda03","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":81,"box":{"x":59,"y":407,"width":854,"height":12}},{"id":"cc65bd69-cea4-4223-9d29-8271ebda8d13","block_type":"box","text":"greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund’s","page_number":81,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"ee2fca71-ebde-4a8e-b325-00acbf9d424d","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":81,"box":{"x":59,"y":437,"width":851,"height":12}},{"id":"82e46ffb-23e9-4dd9-b044-4aed6761daa9","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":81,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"ab823f80-f111-4667-995b-0b24d94645cd","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":81,"box":{"x":59,"y":467,"width":875,"height":13}},{"id":"b67743ca-f4d2-4968-abab-930635bd53ad","block_type":"box","text":"partnerships.","page_number":81,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"2e2ea9b7-a240-424d-9eea-3c98e0ce0afe","block_type":"box","text":"The Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to","page_number":81,"box":{"x":59,"y":509,"width":852,"height":12}},{"id":"7b0c815a-dd10-43b3-9eac-3dd790d7f5d9","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":81,"box":{"x":59,"y":524,"width":858,"height":12}},{"id":"625bd5c1-c9be-4b87-b488-1c4d9aa3114b","block_type":"box","text":"year, the Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an","page_number":81,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"6127e8ed-f023-470d-9d8c-6d099f988336","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by the Fund in computing its taxable income.","page_number":81,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"74e343bb-277a-4710-ae8c-2a6249c4eea9","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":81,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"46d6afff-5204-4a99-b7b9-6e977392a0c1","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":81,"box":{"x":59,"y":596,"width":791,"height":12}},{"id":"66607766-9ec7-4477-862d-e773ff7774a9","block_type":"box","text":"partnerships, including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non","page_number":81,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"a54efa3b-8071-4c2a-a0ec-7c2e0a6babf5","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":81,"box":{"x":60,"y":626,"width":355,"height":12}},{"id":"d7894c60-3b99-4500-abd4-c5791b9927c5","block_type":"box","text":"Taxation of RICs.","page_number":81,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"6f415544-d517-4e95-b3a4-622c9fc1027d","block_type":"box","text":"As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":81,"box":{"x":188,"y":652,"width":725,"height":13}},{"id":"a5db109f-b433-4990-a693-68db8a79bf2a","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":81,"box":{"x":60,"y":668,"width":870,"height":12}},{"id":"0452b772-4cce-43b9-b71d-2f6802e6f9da","block_type":"box","text":"To satisfy the minimum distribution requirement, the Fund must distribute to its shareholders at least the sum of (i) 90% of","page_number":81,"box":{"x":59,"y":683,"width":867,"height":12}},{"id":"e312baa3-9f23-421a-8cae-4c8a65925499","block_type":"box","text":"its “investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":81,"box":{"x":60,"y":698,"width":873,"height":12}},{"id":"a26ebb1a-68e2-4f97-a85c-f34ade4c2882","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":81,"box":{"x":60,"y":713,"width":847,"height":12}},{"id":"35e67fbc-6ff0-4dc1-a2be-0a5c676d5fbc","block_type":"box","text":"taxable year. The Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":81,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"f2603c36-c82d-4030-a37d-83f8f3ccf732","block_type":"box","text":"distribute to its shareholders. If the Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":81,"box":{"x":59,"y":743,"width":807,"height":12}},{"id":"9a330b6e-5ac6-4083-8330-64f56a7818bd","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":81,"box":{"x":60,"y":758,"width":858,"height":13}},{"id":"f31073fb-4818-4ce9-9d20-09497167a6ad","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":81,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"1cec67c8-210a-4741-875a-9b326306c32e","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":81,"box":{"x":59,"y":788,"width":834,"height":13}},{"id":"cf0708ec-6e33-4c8b-abc1-13aa0985b36b","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":81,"box":{"x":59,"y":804,"width":874,"height":12}},{"id":"2827ddb1-e564-442a-99e2-b396ae20427e","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":81,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"7e92f2f9-84ef-461b-af8e-786d44cd5bc8","block_type":"box","text":"its capital gains for each taxable year, the Fund may decide to retain a portion of its income or gains. The Fund will be subject","page_number":81,"box":{"x":60,"y":834,"width":876,"height":12}},{"id":"56f1f0dd-203b-4416-8db4-f3a7ff27b6e6","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":81,"box":{"x":59,"y":849,"width":874,"height":12}},{"id":"d8e09b7b-5ad4-4a6f-af7f-fc19f5d10bd7","block_type":"box","text":"68","page_number":81,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"98c57a44-f648-43b5-9bc6-c9be965b9257","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":82,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"d1d5e8a7-0fa1-4a9b-9126-4e14e986029f","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":82,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"922ed66f-68df-406d-a35b-69dc6cd876e5","block_type":"box","text":"pay the tax on behalf of the Fund or reimburse the Fund for the tax. If the Fund fails to qualify as a RIC in any year, it must pay","page_number":82,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"95883190-1b7a-4d70-8b89-a1cd4847ce8d","block_type":"box","text":"out its earnings and profits accumulated in that year in order to qualify again as a RIC. If the Fund fails to qualify as a RIC for a","page_number":82,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"a7448ff6-0aff-405d-a53e-f4d11b69b2ea","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":82,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"c43ef78b-0bda-430c-90e0-7eda0a9a5324","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":82,"box":{"x":60,"y":142,"width":839,"height":13}},{"id":"2c924a64-28a3-4ebe-9f41-7e87bfbf2928","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":82,"box":{"x":60,"y":157,"width":774,"height":13}},{"id":"eab6a74f-86ca-4e4f-b4a9-5fd916721214","block_type":"box","text":"The Subsidiary will not be subject to U.S. federal income tax. The Subsidiary will, however, be considered a controlled foreign","page_number":82,"box":{"x":59,"y":184,"width":871,"height":12}},{"id":"ff808add-bef3-428e-a5e5-c866bfbcadb1","block_type":"box","text":"corporation, and the Fund will be required to include as income annually amounts earned by the Subsidiary during that year.","page_number":82,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"c4615cf4-02c5-4a3e-9696-c5e151d16f00","block_type":"box","text":"The Fund will be subject to the distribution requirements described above on such Subsidiary income, whether or not the","page_number":82,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"fdd822b6-4cd8-45dc-a8d7-27536a6dcc96","block_type":"box","text":"Subsidiary makes a distribution to the Fund during the taxable year. Based on final regulations issued by the IRS on which","page_number":82,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"0da45766-9943-4cb0-ad3f-f7e48573453a","block_type":"box","text":"taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with respect to the","page_number":82,"box":{"x":59,"y":244,"width":848,"height":13}},{"id":"b3e0fe25-ff26-45ed-b9b4-21d785f6be07","block_type":"box","text":"Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress enacts","page_number":82,"box":{"x":59,"y":259,"width":808,"height":13}},{"id":"c64054b0-70ae-4892-9289-2f37bb9766f0","block_type":"box","text":"legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":82,"box":{"x":60,"y":274,"width":805,"height":13}},{"id":"2564f61e-c1e8-484b-9ca3-f528fbe41161","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":82,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"bf798cec-df81-4fcb-83d7-d48a79e47c7d","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":82,"box":{"x":59,"y":305,"width":832,"height":12}},{"id":"fbb4beda-020f-49d1-a697-b3d0050c20cd","block_type":"box","text":"circumstances.","page_number":82,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"c8b710f1-7184-41fe-88b1-d836e4f9773a","block_type":"box","text":"In addition, the Fund’s income from the Subsidiary will be treated as ordinary income. If the Fund were able to invest directly","page_number":82,"box":{"x":60,"y":346,"width":870,"height":13}},{"id":"33e829a4-2def-45f2-9305-3dad11246de5","block_type":"box","text":"in commodity-linked derivatives, its gains and losses would generally be treated as 60% long-term and 40% short-term gain","page_number":82,"box":{"x":60,"y":361,"width":870,"height":13}},{"id":"f368778a-0110-4ce7-8868-61fcc455a6d9","block_type":"box","text":"or loss, to the extent such derivatives are subject to the rules for Section 1256 futures contracts. See “Taxation of Certain","page_number":82,"box":{"x":59,"y":377,"width":844,"height":12}},{"id":"8158751b-220d-4c1e-9ca7-f4da7559b6d6","block_type":"box","text":"Derivatives” below.","page_number":82,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"4933ee2d-2791-45e3-bbfd-acd2b6a71eb3","block_type":"box","text":"Excise Tax.","page_number":82,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"b6a04304-5ee1-4efb-87ad-cd4c9f737cbb","block_type":"box","text":"The Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":82,"box":{"x":145,"y":418,"width":733,"height":12}},{"id":"2e7c4273-270c-4f71-9e5c-4630eb59fd62","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":82,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"8ffba9a9-6d3a-4eb6-833d-9a0819625cd2","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":82,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"e8a815cf-3b67-4215-bcba-d9bf8fb9f554","block_type":"box","text":"gain net income retained by the Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":82,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"388dfaae-5053-4e96-b269-67ecb4a18ff7","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":82,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"fc7c05e1-a77d-4948-b98e-e9014199af26","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":82,"box":{"x":59,"y":494,"width":736,"height":12}},{"id":"da479e5a-0886-4e68-8c73-dbfd69664783","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":82,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"452dfc93-8737-495a-b720-a5b821b0afcd","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":82,"box":{"x":296,"y":520,"width":633,"height":12}},{"id":"c25b92cb-f069-4243-91c9-98ae593d72d9","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":82,"box":{"x":59,"y":535,"width":377,"height":13}},{"id":"c3189ce0-c2fd-4c45-9bc0-a5417453ee1f","block_type":"box","text":"In the event that the Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":82,"box":{"x":60,"y":562,"width":845,"height":12}},{"id":"0c74a8d3-7b3b-4f5d-bd40-d17f1d7fed3b","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":82,"box":{"x":59,"y":577,"width":671,"height":12}},{"id":"8ec0323d-7a53-4a17-8c77-5f10afb874c8","block_type":"box","text":"The Fund did not have net capital loss carryforwards as of October 31, 2025, the tax year-end of the Fund.","page_number":82,"box":{"x":59,"y":603,"width":741,"height":13}},{"id":"252312be-790d-4467-ade3-62be086b48fc","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":82,"box":{"x":58,"y":630,"width":216,"height":10}},{"id":"1e1d7503-5242-4875-82f9-f402820eb207","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":82,"box":{"x":288,"y":630,"width":597,"height":12}},{"id":"a88eabb1-8a2d-4df0-b77a-0c6bf6406996","block_type":"box","text":"Revenue Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or","page_number":82,"box":{"x":60,"y":645,"width":841,"height":12}},{"id":"fd47b991-b481-42c4-be32-d6fff01cdc0a","block_type":"box","text":"distribution declared by the Fund in October, November or December of any calendar year and payable to shareholders of","page_number":82,"box":{"x":59,"y":660,"width":852,"height":12}},{"id":"2cf77e01-3748-47a0-99c0-0effd437db90","block_type":"box","text":"record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of","page_number":82,"box":{"x":60,"y":675,"width":858,"height":12}},{"id":"9ffdebef-6dad-4d4e-bca2-9199ee846d6f","block_type":"box","text":"such calendar year and to have been paid by the Fund not later than such December 31, provided such dividend is actually","page_number":82,"box":{"x":59,"y":690,"width":857,"height":13}},{"id":"e98a92b1-0536-4001-9bb0-a24eedf85847","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":82,"box":{"x":59,"y":705,"width":438,"height":13}},{"id":"ceb1947d-70f6-4b6c-853d-e68ed2a6b21d","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":82,"box":{"x":59,"y":732,"width":854,"height":12}},{"id":"fe2799c2-b186-489b-9b9b-4d6be0155e87","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":82,"box":{"x":59,"y":747,"width":809,"height":12}},{"id":"03b5b8b9-d085-4f2c-808b-de689762c089","block_type":"box","text":"carryovers). However, if the Fund retains for investment an amount equal to all or a portion of its net long-term capital gains","page_number":82,"box":{"x":59,"y":762,"width":869,"height":12}},{"id":"d7697c3d-c3df-43b8-8719-cde73af2ef38","block_type":"box","text":"in excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a","page_number":82,"box":{"x":60,"y":777,"width":860,"height":13}},{"id":"d4dbb26b-330d-4e91-84f5-5314edd59b0f","block_type":"box","text":"flat rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the","page_number":82,"box":{"x":59,"y":792,"width":824,"height":13}},{"id":"cf798526-8020-40fb-b0e3-0f3f9cf53205","block_type":"box","text":"applicable tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as","page_number":82,"box":{"x":59,"y":807,"width":840,"height":13}},{"id":"5fedbae1-f1c5-47b1-834a-2cde81dccb89","block_type":"box","text":"undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income","page_number":82,"box":{"x":60,"y":823,"width":877,"height":12}},{"id":"6f99e913-765f-4286-8715-f594f5ece8d6","block_type":"box","text":"tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit","page_number":82,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"82eae1f8-6dae-4066-bcb2-fb65999ca1a3","block_type":"box","text":"their proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax","page_number":82,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"119bb4f8-01c7-4ec3-8935-5d6ffb93c1a5","block_type":"box","text":"liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to","page_number":82,"box":{"x":60,"y":868,"width":819,"height":12}},{"id":"f6cf1e38-1fce-4232-9645-eaea3eb08a64","block_type":"box","text":"increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount","page_number":82,"box":{"x":60,"y":883,"width":871,"height":12}},{"id":"e06c4197-b7a5-45f4-9d6c-d67d80479ef7","block_type":"box","text":"69","page_number":82,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"394991c8-64a4-485f-a20c-ce67a44f651d","block_type":"box","text":"in clause (a) over the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital","page_number":83,"box":{"x":60,"y":67,"width":856,"height":12}},{"id":"71d37be5-1186-4067-a33f-2483b017f567","block_type":"box","text":"gains will be entitled to a refund of their","page_number":83,"box":{"x":59,"y":82,"width":279,"height":12}},{"id":"88051f34-9f41-46e7-a2d8-f8e701e84257","block_type":"box","text":"pro rata","page_number":83,"box":{"x":342,"y":83,"width":55,"height":11}},{"id":"7d9d0760-7192-4039-ad13-1b8d39e245a3","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":83,"box":{"x":402,"y":82,"width":495,"height":12}},{"id":"782a2c8e-b06e-4b7e-af66-4878ce73c5b6","block_type":"box","text":"claims for refund with the IRS.","page_number":83,"box":{"x":59,"y":97,"width":210,"height":10}},{"id":"67b20296-173b-426e-8d28-4daf36d35abc","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that the Fund reports as capital gains dividends are taxable as","page_number":83,"box":{"x":60,"y":123,"width":843,"height":13}},{"id":"e267d7db-5da3-4cce-b180-0aa6b724ffb8","block_type":"box","text":"long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the","page_number":83,"box":{"x":60,"y":138,"width":853,"height":13}},{"id":"ae722022-5466-46eb-8e6e-dfd7aab38698","block_type":"box","text":"Fund. All other dividends of the Fund (including dividends from short-term capital gains) from its current and accumulated","page_number":83,"box":{"x":60,"y":154,"width":862,"height":12}},{"id":"15068aef-d2cb-4c19-b159-dde5b866ea27","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":83,"box":{"x":59,"y":169,"width":824,"height":12}},{"id":"9b0afb6f-49fb-497a-9d93-9f92ba8f94dc","block_type":"box","text":"qualified dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non","page_number":83,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"5dc3f0cc-cf83-4ea2-9eff-162f1212dcf8","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":83,"box":{"x":59,"y":199,"width":677,"height":12}},{"id":"2fb62e85-3115-4cc3-920e-e5db04fb0f8c","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":83,"box":{"x":60,"y":225,"width":857,"height":13}},{"id":"358a189e-8541-4867-b622-9f10fbd335c6","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":83,"box":{"x":59,"y":240,"width":847,"height":13}},{"id":"c9f2220a-59a8-49b4-9959-623092ce611a","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":83,"box":{"x":59,"y":256,"width":849,"height":12}},{"id":"1bed2199-3cfd-414a-8d66-a04d617c884e","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":83,"box":{"x":59,"y":271,"width":877,"height":12}},{"id":"d6587151-5f88-4080-8011-5b1114f5e2d4","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":83,"box":{"x":59,"y":286,"width":840,"height":12}},{"id":"1d57fc4a-068f-4083-9f22-e78bb99319fc","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":83,"box":{"x":59,"y":301,"width":864,"height":12}},{"id":"262652c6-d34e-451a-af6a-61ca74f083e5","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":83,"box":{"x":59,"y":316,"width":559,"height":12}},{"id":"cf59fda4-2929-4bae-934e-78d1a093845c","block_type":"box","text":"Distributions in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as","page_number":83,"box":{"x":60,"y":343,"width":870,"height":12}},{"id":"f37b4243-dfdf-486e-a147-621c5e275a8a","block_type":"box","text":"a tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the","page_number":83,"box":{"x":59,"y":358,"width":866,"height":12}},{"id":"9bc75214-36e2-437a-8b96-ae89a055189f","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":83,"box":{"x":59,"y":373,"width":802,"height":12}},{"id":"0932ed08-9ff4-4b38-a758-841358adae92","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":83,"box":{"x":60,"y":388,"width":842,"height":12}},{"id":"99afdd9a-b86b-4d0a-96cf-585980b7cb5e","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":83,"box":{"x":60,"y":403,"width":846,"height":12}},{"id":"4322c962-c4a9-4aad-92ba-a9feb1bb0a1a","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":83,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"9205b6ec-35fb-4752-b005-771f6239c0bf","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":83,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"df99ff7e-977a-4793-ade2-e91e2942e64d","block_type":"box","text":"such amount. Dividends paid by the Fund that are attributable to dividends received by the Fund from domestic corporations","page_number":83,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"d2735998-5e80-44c4-93de-2e5d43e48a4c","block_type":"box","text":"may qualify for the federal dividends received deduction for corporations.","page_number":83,"box":{"x":60,"y":463,"width":511,"height":13}},{"id":"88b9a612-19ae-43f3-a093-50c0ead40ac5","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":83,"box":{"x":59,"y":490,"width":854,"height":12}},{"id":"17f51f46-9b4a-40cc-9ddc-998969111956","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":83,"box":{"x":59,"y":505,"width":858,"height":12}},{"id":"a6560cba-db95-42b6-b2ca-8008cf2a1edb","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":83,"box":{"x":59,"y":520,"width":268,"height":12}},{"id":"440028ef-c6ea-43fe-8a96-289544416640","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":83,"box":{"x":60,"y":547,"width":851,"height":12}},{"id":"82281e4c-48b7-4ffa-a79c-bcc189704a01","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":83,"box":{"x":59,"y":562,"width":865,"height":12}},{"id":"14703f31-f9af-4d78-97a7-cfb2e3c6be1c","block_type":"box","text":"may nevertheless be taxable to them. If the Fund is the holder of record of any security on the record date for any dividends","page_number":83,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"3d7b5d62-368b-4205-ac5f-6b00c7babb5c","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":83,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"f04844ad-e99c-4488-96fa-c7a5dbea94be","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":83,"box":{"x":60,"y":607,"width":698,"height":12}},{"id":"2e7774c2-5f2e-4cf9-9669-cb0434409939","block_type":"box","text":"i.e.","page_number":83,"box":{"x":759,"y":608,"width":18,"height":9}},{"id":"944a21fd-d4ac-4ce3-87eb-5b227e4d9636","block_type":"box","text":", the date on which a","page_number":83,"box":{"x":779,"y":607,"width":146,"height":11}},{"id":"0dbd640c-a430-4fd4-ae75-713c39e6fec4","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":83,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"226a9d41-923b-4ea1-a23a-04bce5ccde4a","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends","page_number":83,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"af231fde-ce1e-4660-9986-c0ae3fa82882","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":83,"box":{"x":60,"y":652,"width":861,"height":13}},{"id":"e2fe024f-a176-4579-b9e6-a2d2ddeae454","block_type":"box","text":"In certain situations, the Fund may, for a taxable year, defer all or a portion of its net capital loss (or if there is no net capital","page_number":83,"box":{"x":60,"y":679,"width":858,"height":12}},{"id":"9e664bbc-dc61-43c2-9221-c4f9e022a864","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":83,"box":{"x":60,"y":694,"width":859,"height":12}},{"id":"d5857378-1518-4a58-a354-d1dd2e962505","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":83,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"4b31b7bf-0d2f-43f8-9024-e2ad4b2abc9d","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":83,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"73944f1f-4315-45a7-846f-e1ecc1401f56","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":83,"box":{"x":60,"y":739,"width":844,"height":13}},{"id":"f428ea2c-d303-4529-a187-ed789120a641","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":83,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"39295370-c76f-4515-b021-807ae7555ce5","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":83,"box":{"x":60,"y":770,"width":504,"height":12}},{"id":"904c5401-9c9e-4437-9632-2c8026866a1c","block_type":"box","text":"Sales of Shares.","page_number":83,"box":{"x":59,"y":796,"width":112,"height":10}},{"id":"536a6010-2b09-4547-9260-ed7b886f9f20","block_type":"box","text":"Upon the sale or exchange of shares of the Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":83,"box":{"x":181,"y":796,"width":757,"height":12}},{"id":"0a48b2a9-4503-491a-abc4-7244a0bf79d9","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by the","page_number":83,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"42537331-8b67-423d-884d-902d451e17f6","block_type":"box","text":"Fund will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital","page_number":83,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"c612ec94-c1fc-4b1f-8340-d45bf8d023ca","block_type":"box","text":"assets in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and","page_number":83,"box":{"x":59,"y":841,"width":867,"height":13}},{"id":"fab3acec-81f1-430e-b5f3-2e16819a2eb7","block_type":"box","text":"short-term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be","page_number":83,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"c382a6a5-5cad-48d8-ae01-daf96de3b15c","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":83,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"288e5893-68c8-47ff-8b54-1e49c1f3b1d3","block_type":"box","text":"capital gains distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period","page_number":83,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"ab296d62-d500-419b-bd25-3b7570076fce","block_type":"box","text":"70","page_number":83,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"51484930-13ed-4460-90c2-dc3d74b16e6c","block_type":"box","text":"beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares","page_number":84,"box":{"x":60,"y":67,"width":828,"height":12}},{"id":"c9e56fdf-998b-4430-91c3-68b77e845dcc","block_type":"box","text":"acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by","page_number":84,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"691c8620-8189-419b-bd2e-2e72b47dff1f","block_type":"box","text":"the shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the","page_number":84,"box":{"x":59,"y":97,"width":859,"height":12}},{"id":"7b503246-b787-4bbb-a6a9-dadd219c90a8","block_type":"box","text":"extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to","page_number":84,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"68db86e4-d226-4651-ac31-c312f9f0debe","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":84,"box":{"x":59,"y":127,"width":672,"height":12}},{"id":"59b16c82-0970-4857-9ffe-e1ef5be2d28b","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of those shares within 90 days and then, on or","page_number":84,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"a99ad4b3-6fd7-4bfe-8024-53a5ab79e46e","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":84,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"b52882fc-60d5-4046-8f50-9ed17d5fd22a","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":84,"box":{"x":59,"y":184,"width":368,"height":12}},{"id":"0a9d7023-a87c-4c27-acdd-52ad637e9cbc","block_type":"box","text":"e.g.","page_number":84,"box":{"x":429,"y":187,"width":22,"height":9}},{"id":"8c35174d-5b42-4b79-8623-8ef334bdaa7f","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":84,"box":{"x":454,"y":184,"width":462,"height":12}},{"id":"d7e7aa27-09b8-4757-91f8-2c1e362a24c3","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":84,"box":{"x":60,"y":199,"width":874,"height":12}},{"id":"46a109c9-1157-4c91-a25d-9d2943e12b02","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":84,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"b141f6aa-f9fe-4475-8cbd-798e1a9ec780","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":84,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"3342f2af-0013-4818-8445-74552ac42b2e","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":84,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"83de5ba1-7546-4cf2-bda5-75a80a6896a4","block_type":"box","text":"mutual funds.","page_number":84,"box":{"x":60,"y":259,"width":96,"height":10}},{"id":"b0ed41a9-6132-4991-8c8e-979d015b1535","block_type":"box","text":"Backup Withholding.","page_number":84,"box":{"x":60,"y":286,"width":149,"height":12}},{"id":"93d920a8-598c-4736-be00-ae0978f271fd","block_type":"box","text":"In certain cases, the Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury","page_number":84,"box":{"x":219,"y":286,"width":685,"height":12}},{"id":"aba697ae-a80d-4804-94e7-3e0f45690397","block_type":"box","text":"such amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer","page_number":84,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"c0eed715-e173-4651-a3b9-532c8178099b","block_type":"box","text":"identification number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to the Fund that such","page_number":84,"box":{"x":60,"y":316,"width":807,"height":12}},{"id":"8071ea07-f734-42fa-9019-411aec548921","block_type":"box","text":"shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a","page_number":84,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"6852e346-c213-4a67-8370-a2510a145bd6","block_type":"box","text":"U.S. resident alien). Backup withholding is not an additional tax and any amount withheld may be credited against a","page_number":84,"box":{"x":60,"y":346,"width":810,"height":13}},{"id":"7b2708b5-41b0-4452-86ff-ca6953f7a786","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":84,"box":{"x":59,"y":361,"width":314,"height":13}},{"id":"32044e96-2296-44d9-b445-0b16e4fabe9f","block_type":"box","text":"Sections 351 and 362.","page_number":84,"box":{"x":59,"y":388,"width":159,"height":10}},{"id":"24e0545a-593f-49ad-b63a-7d9292324004","block_type":"box","text":"The Trust, on behalf of the Fund, has the right to reject an order for a purchase of shares of the Fund","page_number":84,"box":{"x":227,"y":388,"width":704,"height":12}},{"id":"a37edcef-674f-4772-b8f8-3f6342f1388f","block_type":"box","text":"if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding","page_number":84,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"75dca165-66d6-4156-83df-df9cb4782213","block_type":"box","text":"shares of the Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, the Fund would have a basis in the","page_number":84,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"099a3023-4c22-4f59-be00-8d6640e02688","block_type":"box","text":"securities different from the market value of such securities on the date of deposit. If the Fund’s basis in such securities on","page_number":84,"box":{"x":59,"y":433,"width":854,"height":13}},{"id":"975cd488-7db6-4f9d-99c3-33a53f2f304c","block_type":"box","text":"the date of deposit was less than market value on such date, the Fund, upon disposition of the securities, would recognize","page_number":84,"box":{"x":59,"y":448,"width":854,"height":13}},{"id":"a0a38b50-224d-4348-ac47-c7476262089f","block_type":"box","text":"more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated","page_number":84,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"1fb65299-d9cb-41ce-930c-37bbc4b0285c","block_type":"box","text":"that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting the order could","page_number":84,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"1e3a14a4-e86c-4f66-96bb-5c1c3ab62d64","block_type":"box","text":"result in material adverse tax consequences to the Fund or its shareholders. The Trust also has the right to require","page_number":84,"box":{"x":60,"y":494,"width":796,"height":12}},{"id":"cfb0c8e2-e301-4f61-bebf-ff77115e9327","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":84,"box":{"x":60,"y":509,"width":723,"height":12}},{"id":"ec65652a-2cbb-4414-8d15-65d8caaf9f96","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":84,"box":{"x":58,"y":535,"width":225,"height":10}},{"id":"4fc57500-88f8-49d9-a85e-910471e9ecbd","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":84,"box":{"x":292,"y":535,"width":628,"height":13}},{"id":"032c0829-e274-461f-823d-021fd1f40b5b","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":84,"box":{"x":59,"y":550,"width":866,"height":13}},{"id":"bab2387b-4e7c-426d-947c-34c3b56928f6","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":84,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"55586b54-ba3d-46f8-829c-f44e44342ed2","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":84,"box":{"x":59,"y":581,"width":790,"height":12}},{"id":"6d49ca6b-6470-4f2e-96d9-dd8cea8300d6","block_type":"box","text":"i.e.","page_number":84,"box":{"x":850,"y":582,"width":17,"height":8}},{"id":"7adf3c3b-f006-4aef-a2fe-ecdb4d0ff109","block_type":"box","text":", may","page_number":84,"box":{"x":870,"y":584,"width":37,"height":9}},{"id":"8ce5982d-7d6d-4ca1-af81-3d265cca793a","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":84,"box":{"x":59,"y":596,"width":857,"height":12}},{"id":"f467db9e-8c2e-4533-9eaf-c963ccbce91f","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":84,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"10f25fb2-4463-4395-8041-101996df50cd","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":84,"box":{"x":60,"y":626,"width":621,"height":12}},{"id":"03ceadc7-43a2-4f4f-b0ed-47ccf38ea4fd","block_type":"box","text":"i.e.","page_number":84,"box":{"x":682,"y":627,"width":18,"height":9}},{"id":"1b04efa2-fa6d-4673-a0a6-39189ae55469","block_type":"box","text":", treat them as if they were closed","page_number":84,"box":{"x":702,"y":626,"width":235,"height":12}},{"id":"ba0840f7-cb74-4270-941e-86484a491407","block_type":"box","text":"out at the end of each year) and (b) may cause the Fund to recognize income without receiving cash with which to pay","page_number":84,"box":{"x":59,"y":641,"width":834,"height":12}},{"id":"21c04e2b-b445-4977-bf73-b36ba5856882","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":84,"box":{"x":59,"y":656,"width":876,"height":13}},{"id":"d2822bf0-b969-4a4d-ba8b-db9d52be9115","block_type":"box","text":"taxes. The Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":84,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"a897245e-085b-4e14-a74e-6ba684bbf38f","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":84,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"027fa4fe-f0c3-43a9-8130-43d814aefa45","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":84,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"c1e9fec5-211d-4f7c-b158-8b9d7e905185","block_type":"box","text":"The Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":84,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"844af86f-5e21-4c55-98ff-7c9086979468","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":84,"box":{"x":59,"y":743,"width":854,"height":12}},{"id":"97d38bd2-f435-45d2-8ed7-c0ba17005b20","block_type":"box","text":"Section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and","page_number":84,"box":{"x":59,"y":758,"width":855,"height":13}},{"id":"4509679c-fdd1-4fb6-b389-18a7fb4b4122","block_type":"box","text":"any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its","page_number":84,"box":{"x":59,"y":773,"width":860,"height":13}},{"id":"6cfd77bb-cf9a-447a-989d-6faa25398ace","block_type":"box","text":"fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by","page_number":84,"box":{"x":59,"y":788,"width":859,"height":13}},{"id":"adf0ab2c-5e96-4c61-87a0-0918ab1319fe","block_type":"box","text":"the Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as","page_number":84,"box":{"x":59,"y":804,"width":831,"height":12}},{"id":"12e66026-8e85-4481-b81f-09248e757599","block_type":"box","text":"capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will","page_number":84,"box":{"x":59,"y":819,"width":867,"height":12}},{"id":"d48e1305-0114-41a5-809c-496a80e49b67","block_type":"box","text":"be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or","page_number":84,"box":{"x":60,"y":834,"width":845,"height":12}},{"id":"28a8a8fd-32e7-4526-8bd0-d18cf3f8fadc","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":84,"box":{"x":60,"y":849,"width":570,"height":12}},{"id":"2617099d-c312-4f8f-8878-3266e87c3d76","block_type":"box","text":"71","page_number":84,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"4b724fab-ac74-4d73-b214-c8d99fa33235","block_type":"box","text":"As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or","page_number":85,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"331299d2-3781-4291-af67-bee419cd1743","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":85,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"713605a1-eb06-41cd-85e0-bf3621a76377","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":85,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"708fe57f-6124-49cd-ab3c-a552eebba3ab","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to the swap","page_number":85,"box":{"x":59,"y":112,"width":869,"height":12}},{"id":"d7320cd0-e940-45f2-bd90-1213430a3dac","block_type":"box","text":"for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or","page_number":85,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"e3eb7519-a8f1-4000-b1aa-cfedabeea4e9","block_type":"box","text":"loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":85,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"e330997c-c598-4ad7-aba3-b6d69657210c","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":85,"box":{"x":59,"y":157,"width":369,"height":13}},{"id":"4f6d5fd0-e6c9-492b-826a-d5107bcfb098","block_type":"box","text":"Qualified Dividend Income.","page_number":85,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"ac075e94-d1c3-4790-93bd-aaf34387aef1","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":85,"box":{"x":265,"y":184,"width":641,"height":12}},{"id":"54a996e7-b83b-4d27-8ed9-77784408ba6f","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":85,"box":{"x":59,"y":199,"width":862,"height":12}},{"id":"bca52c6d-3b86-496a-8ace-e89883fbc03f","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent the Fund receives qualified dividend income on the","page_number":85,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"afe5c6e0-5f1e-4575-af45-7527fccfe8a3","block_type":"box","text":"securities it holds and the Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":85,"box":{"x":59,"y":229,"width":876,"height":12}},{"id":"b05eceda-efe1-48e9-a295-03def73a6930","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from a U.S. REIT) and certain non-U.S. corporations (","page_number":85,"box":{"x":59,"y":244,"width":838,"height":13}},{"id":"4eb4b5a3-da2f-4563-886f-442b53a37650","block_type":"box","text":"e.g.","page_number":85,"box":{"x":898,"y":247,"width":23,"height":10}},{"id":"ed4631df-89b6-46c4-a0a5-57af99d3de31","block_type":"box","text":",","page_number":85,"box":{"x":923,"y":252,"width":2,"height":4}},{"id":"6bf8de05-63d1-48e2-ac6e-b8ea4903b2ce","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":85,"box":{"x":60,"y":259,"width":872,"height":13}},{"id":"dcdf154b-7202-4e55-9c73-7118d63de2df","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":85,"box":{"x":59,"y":274,"width":849,"height":13}},{"id":"6b869589-66cb-42f3-8723-62328ce64a8e","block_type":"box","text":"U.S. (where the dividends are paid with respect to such stock)). Substitute payments received by the Fund for securities lent","page_number":85,"box":{"x":60,"y":290,"width":865,"height":12}},{"id":"42bb039f-b6d4-4dd3-a36a-39e6371fbd00","block_type":"box","text":"out by the Fund will not be qualified dividend income.","page_number":85,"box":{"x":59,"y":305,"width":375,"height":12}},{"id":"13a2d60e-811d-4955-b1bd-4e9defee0036","block_type":"box","text":"A dividend from the Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":85,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"c15ef11e-8088-45f9-8f2e-69e1a2cb8b00","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":85,"box":{"x":59,"y":346,"width":838,"height":13}},{"id":"697c665f-14fd-4575-af6e-1e5848029d2a","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or the Fund fails to satisfy those","page_number":85,"box":{"x":60,"y":361,"width":837,"height":13}},{"id":"ef9be20e-4530-4179-9a48-8fb653b001fe","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":85,"box":{"x":60,"y":377,"width":865,"height":12}},{"id":"b1ef570c-687d-453a-aab7-e2218cd4c684","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":85,"box":{"x":60,"y":392,"width":860,"height":12}},{"id":"80055839-b63d-4273-b45f-c2ca75edda74","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) the Fund or the","page_number":85,"box":{"x":59,"y":407,"width":861,"height":12}},{"id":"6faf01e5-34df-42ad-8c2d-794e1b460af3","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":85,"box":{"x":59,"y":422,"width":872,"height":12}},{"id":"604cd995-874a-4279-a0fc-2135a766d25d","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":85,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"18983a9d-b065-489e-b02d-6fa738303666","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by the Fund from a REIT or another RIC may be","page_number":85,"box":{"x":59,"y":452,"width":827,"height":12}},{"id":"42c3bf13-8442-41c1-bdd4-58a37dc8ae7d","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":85,"box":{"x":59,"y":467,"width":823,"height":13}},{"id":"4b221a60-ce67-45ff-8a1a-a94bd46fdc18","block_type":"box","text":"income received by such REIT or other RIC. It is expected that dividends received by the Fund from a REIT and distributed to a","page_number":85,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"8f84ceae-27b1-41db-973f-c45a406ad94c","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":85,"box":{"x":59,"y":497,"width":843,"height":13}},{"id":"e335068d-3968-4616-8f07-bc65caf1836d","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":85,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"6cf92a6a-1ded-45f1-a394-8970706d9ff3","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":85,"box":{"x":60,"y":528,"width":876,"height":12}},{"id":"5f9cdb99-7285-4e85-8a34-4b134fb12b17","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":85,"box":{"x":60,"y":543,"width":832,"height":12}},{"id":"a46e97f9-a3cf-411d-be98-eb5322c494ba","block_type":"box","text":"applicable holding period requirements. Distributions by the Fund of its net short-term capital gains will be taxable as","page_number":85,"box":{"x":59,"y":558,"width":822,"height":12}},{"id":"94a8aa4f-db19-4445-a91d-082b527efbac","block_type":"box","text":"ordinary income.","page_number":85,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"139166a0-13a8-4d38-a4f7-0371561a6627","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":85,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"0fce2829-ed24-44dd-bb38-85000d807c80","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":85,"box":{"x":369,"y":600,"width":533,"height":12}},{"id":"6d4472c8-d260-4697-bc3d-20d9ead43f78","block_type":"box","text":"Fund from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day","page_number":85,"box":{"x":60,"y":615,"width":814,"height":12}},{"id":"72aa92c0-c0a8-4ba6-b5b1-52268e576ceb","block_type":"box","text":"minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding","page_number":85,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"26ed3654-9b36-407f-a6a3-8696ef1a7e97","block_type":"box","text":"period during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk","page_number":85,"box":{"x":59,"y":645,"width":870,"height":12}},{"id":"b30e7ba0-3e20-4563-b43a-e43df9862575","block_type":"box","text":"of loss may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to","page_number":85,"box":{"x":59,"y":660,"width":863,"height":12}},{"id":"000baa5e-edfe-40af-aafd-5e90b6f0e278","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":85,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"0583d251-35b7-4022-ad7b-2a2c5e9535e1","block_type":"box","text":"to the investment.","page_number":85,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"52ac4752-8623-48db-8301-265a8b053666","block_type":"box","text":"Excess Inclusion Income.","page_number":85,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"de1bb341-3e26-471f-af9c-9913cd73c6e5","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":85,"box":{"x":249,"y":717,"width":651,"height":12}},{"id":"4759ef2c-4154-4c95-9189-644a1ec65aa5","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":85,"box":{"x":60,"y":732,"width":878,"height":12}},{"id":"3bd9cab3-03b5-4295-9572-ea367e886815","block_type":"box","text":"virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt","page_number":85,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"72d089a7-a45f-40bc-98e0-71c82c3ef461","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the","page_number":85,"box":{"x":59,"y":762,"width":840,"height":12}},{"id":"5c407191-63c9-4a68-8328-f9727956147d","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":85,"box":{"x":60,"y":777,"width":845,"height":13}},{"id":"30f5463e-68c4-4bcc-992c-ebbb2b6e6c76","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":85,"box":{"x":60,"y":792,"width":837,"height":13}},{"id":"a18145c4-d045-4e89-9814-b69d8e0274e8","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":85,"box":{"x":60,"y":807,"width":836,"height":13}},{"id":"f84819d2-d62e-4811-8edd-e29ee64581d2","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":85,"box":{"x":60,"y":823,"width":867,"height":12}},{"id":"f82d36cb-667c-4126-b30f-1f221bd1d61f","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":85,"box":{"x":60,"y":838,"width":785,"height":12}},{"id":"d51ce7f4-c026-426a-a929-e7e32f8b10a9","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":85,"box":{"x":59,"y":853,"width":773,"height":12}},{"id":"9c90875f-747a-4162-b798-f7dd3a2890c3","block_type":"box","text":"72","page_number":85,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d34f3da3-b3d3-4dbc-90c0-878a7fa75c62","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":86,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"fae78b32-159a-4129-b94d-debb06bd170e","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":86,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"630c2763-2e6d-4001-a794-cf74277985bc","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":86,"box":{"x":61,"y":97,"width":367,"height":12}},{"id":"89fce025-bbde-4f94-ae50-884b2b1f578d","block_type":"box","text":"The Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but the Fund may not","page_number":86,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"57805c1a-d8c0-4f94-9feb-7b61f33b5438","block_type":"box","text":"always be successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or","page_number":86,"box":{"x":59,"y":138,"width":831,"height":13}},{"id":"68d9b766-03ad-4ad5-9b50-d7ad9681c627","block_type":"box","text":"because a REIT may change its investment program, the Fund may not be successful in avoiding the consequences described","page_number":86,"box":{"x":60,"y":154,"width":877,"height":12}},{"id":"90356460-66cc-4c7c-93b1-6c8cce447515","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":86,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"b16d0546-977f-4b27-8bd2-f92194fc41a3","block_type":"box","text":"attractive investment opportunities.","page_number":86,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"ce98f4e2-81a0-4437-a62b-cb586d4f930b","block_type":"box","text":"Non-U.S. Investments.","page_number":86,"box":{"x":60,"y":211,"width":158,"height":9}},{"id":"3eb9e3cc-1ef5-40e8-96fd-f1fd58d16465","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":86,"box":{"x":228,"y":210,"width":656,"height":13}},{"id":"97a1434c-9c94-42ef-a386-668a04116ebd","block_type":"box","text":"exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a","page_number":86,"box":{"x":59,"y":225,"width":855,"height":13}},{"id":"32154cc7-8cfb-4fcd-8f2d-f2aa7f1d563b","block_type":"box","text":"non-U.S. currency and the time the Fund actually collects such income or pays such liabilities are generally treated as","page_number":86,"box":{"x":60,"y":240,"width":819,"height":13}},{"id":"886345f9-e2e5-48f9-83ad-ba1aa513ed8e","block_type":"box","text":"ordinary income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988","page_number":86,"box":{"x":59,"y":256,"width":853,"height":12}},{"id":"bd8ddc7e-91ea-4822-8644-49c67d9bf1eb","block_type":"box","text":"gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":86,"box":{"x":59,"y":271,"width":871,"height":12}},{"id":"db80484e-5131-4248-8b0a-d9b1599c90d0","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":86,"box":{"x":60,"y":286,"width":829,"height":12}},{"id":"8127c49f-c5f8-422b-aa7b-541737483a92","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":86,"box":{"x":59,"y":301,"width":824,"height":12}},{"id":"e71dfa44-0e13-4ee7-ad90-f7ff56113ed5","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":86,"box":{"x":59,"y":316,"width":841,"height":12}},{"id":"3190d364-21c6-4347-828c-13cca344e028","block_type":"box","text":"unless the Fund were to elect otherwise.","page_number":86,"box":{"x":60,"y":331,"width":281,"height":10}},{"id":"253eea3a-efe8-4335-a5c9-5b40751ed64e","block_type":"box","text":"The Fund may be subject to non-U.S. income taxes withheld at the source. The Fund, if permitted to do so, may elect to","page_number":86,"box":{"x":59,"y":358,"width":837,"height":12}},{"id":"0a18d1f8-0f39-4d28-ac10-90025e74aecf","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":86,"box":{"x":59,"y":373,"width":826,"height":12}},{"id":"6407748a-b866-4775-affc-c3ea97c6cf6b","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":86,"box":{"x":59,"y":388,"width":854,"height":12}},{"id":"ba3fe0f5-7f62-444a-9e16-7882a592340a","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":86,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"e1c24073-53ca-4ce9-b443-1fc784251618","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":86,"box":{"x":59,"y":418,"width":645,"height":12}},{"id":"9dc87ae7-0ccd-463c-9426-f06af490fe84","block_type":"box","text":"pro rata","page_number":86,"box":{"x":708,"y":419,"width":56,"height":11}},{"id":"493bc891-eda5-4e87-aa27-bd3a6f43147f","block_type":"box","text":"share of the Fund’s","page_number":86,"box":{"x":769,"y":418,"width":133,"height":10}},{"id":"acac3a76-0785-4f20-9a1c-397edd28f755","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":86,"box":{"x":60,"y":433,"width":840,"height":13}},{"id":"89cf3ac1-1c9f-46e0-acf9-55e9be0cc654","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":86,"box":{"x":59,"y":448,"width":722,"height":13}},{"id":"3c9df3ab-7cd2-449d-935c-a400f9e4cdda","block_type":"box","text":"pro rata","page_number":86,"box":{"x":785,"y":450,"width":56,"height":11}},{"id":"15697f9c-2ee8-4b22-aac1-ec482f1ee7df","block_type":"box","text":"share of the","page_number":86,"box":{"x":846,"y":448,"width":82,"height":10}},{"id":"b11a2884-97ba-48c0-8e93-c53d31e2cfc3","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":86,"box":{"x":60,"y":463,"width":876,"height":13}},{"id":"b21db54e-5c31-4688-aaac-7be24973318d","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":86,"box":{"x":60,"y":479,"width":877,"height":12}},{"id":"a765c0eb-55c8-4716-b1c7-b413968cd077","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in the Fund in a year that the Fund elects to “pass","page_number":86,"box":{"x":59,"y":494,"width":856,"height":12}},{"id":"5bad71b9-2e6c-4c55-a3e3-a7c1a7c87452","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":86,"box":{"x":59,"y":509,"width":855,"height":12}},{"id":"22c23c3b-c8a4-4c67-8cae-5917efd52aa6","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":86,"box":{"x":60,"y":524,"width":875,"height":12}},{"id":"6d1dea14-e729-47c6-a51c-c12ecc84e193","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":86,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"0c7ef294-a94a-46e6-83a9-924416d4105e","block_type":"box","text":"non-U.S. taxes paid by the Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from","page_number":86,"box":{"x":60,"y":554,"width":850,"height":13}},{"id":"c2503321-6916-4028-bcfa-c87be301fa6c","block_type":"box","text":"non-U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain","page_number":86,"box":{"x":60,"y":569,"width":808,"height":13}},{"id":"23a9a2b8-45fd-415b-819b-79d096f67f20","block_type":"box","text":"limitations will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned","page_number":86,"box":{"x":60,"y":584,"width":841,"height":13}},{"id":"5b0cd0ba-a5d3-4613-ae62-3e7ec23900e6","block_type":"box","text":"pursuant to securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by the","page_number":86,"box":{"x":59,"y":600,"width":863,"height":12}},{"id":"a0741d0f-b3c8-4e62-8160-49d4d28318ea","block_type":"box","text":"Fund or to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale","page_number":86,"box":{"x":60,"y":615,"width":878,"height":12}},{"id":"09e4736f-1347-48dc-a873-e943a745c79f","block_type":"box","text":"with respect to shares of the Fund, substitute payments made to the lender of such shares may not be deductible under","page_number":86,"box":{"x":59,"y":630,"width":840,"height":12}},{"id":"e8c992a0-3c7d-4644-9eb0-f4d6b2ad0f85","block_type":"box","text":"certain circumstances. Consult your financial intermediary or tax advisor.","page_number":86,"box":{"x":59,"y":645,"width":510,"height":12}},{"id":"f6bed256-9e79-4cc7-8639-dd79d06350e7","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":86,"box":{"x":60,"y":672,"width":283,"height":12}},{"id":"67a68fc5-53c5-4b5b-a79c-fdcb07d739d8","block_type":"box","text":"If the Fund purchases shares in PFICs, it may be subject to U.S. federal income tax","page_number":86,"box":{"x":353,"y":671,"width":571,"height":13}},{"id":"1c649038-0d78-4968-b5d7-512ee2086354","block_type":"box","text":"on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":86,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"714ac54c-dcbd-4cfb-8d45-8bdebea5cf14","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in","page_number":86,"box":{"x":59,"y":702,"width":869,"height":12}},{"id":"edee2bad-d4aa-451d-bc60-74df1cf95205","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":86,"box":{"x":60,"y":717,"width":454,"height":12}},{"id":"0385ec12-ab8c-4291-8be5-d6a3941b843d","block_type":"box","text":"If the Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code,","page_number":86,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"be5d5116-0c68-47a4-9f28-2d9ecca87be2","block_type":"box","text":"in lieu of the foregoing requirements, the Fund might be required to include in income each year a portion of the ordinary","page_number":86,"box":{"x":60,"y":758,"width":849,"height":13}},{"id":"ce6cfd84-6f29-40fd-b2e5-b78074634ab2","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be","page_number":86,"box":{"x":59,"y":773,"width":870,"height":13}},{"id":"7c81843f-4968-4456-8de1-954ba921a3e3","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, the Fund would","page_number":86,"box":{"x":59,"y":788,"width":867,"height":13}},{"id":"32e4f26a-6bc0-4700-b2cd-14a8ec58d6e1","block_type":"box","text":"be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":86,"box":{"x":60,"y":804,"width":853,"height":12}},{"id":"1508bce8-178d-40f5-a8f6-819265222af2","block_type":"box","text":"obtain.","page_number":86,"box":{"x":59,"y":819,"width":47,"height":9}},{"id":"949b087a-0629-43bd-8cf2-433338210f7e","block_type":"box","text":"Alternatively, the Fund may make a mark-to-market election that would result in the Fund being treated as if it had sold and","page_number":86,"box":{"x":59,"y":845,"width":867,"height":13}},{"id":"9b920a6f-fa04-48ff-b551-ee3191e13f78","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income","page_number":86,"box":{"x":60,"y":860,"width":854,"height":13}},{"id":"2ef77fea-85b5-4009-a617-6570b2f4c9f9","block_type":"box","text":"and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":86,"box":{"x":59,"y":875,"width":878,"height":13}},{"id":"f76d1a26-2e35-4095-a3c6-626131efd7c6","block_type":"box","text":"73","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"5fd9d0c0-f6bc-4290-b953-cf47413b441d","block_type":"box","text":"separately for each PFIC owned by the Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":87,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"df403e41-c90b-4e20-815d-800dfc54abdd","block_type":"box","text":"revoked with the consent of the IRS. By making the election, the Fund could potentially ameliorate the adverse tax","page_number":87,"box":{"x":60,"y":82,"width":797,"height":12}},{"id":"fb33935f-1c10-4ea9-9b99-f9eed6fc405b","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":87,"box":{"x":59,"y":97,"width":830,"height":12}},{"id":"cc255c4e-c7b9-4ef4-a86e-47526ff844dc","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. The Fund may","page_number":87,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"b57d0431-585c-4afa-aa18-a04c348cbf69","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":87,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"7f099136-58a7-4a14-876c-e002d29169eb","block_type":"box","text":"4% excise tax.","page_number":87,"box":{"x":59,"y":143,"width":99,"height":9}},{"id":"a088d3ab-546d-481d-a08e-67ac371b74a0","block_type":"box","text":"The Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":87,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"0451c16f-f817-446e-ba6a-73e165864e4e","block_type":"box","text":"effects of these rules.","page_number":87,"box":{"x":59,"y":184,"width":147,"height":9}},{"id":"78a7f1dc-10f8-4321-b77f-b34fcbff60f8","block_type":"box","text":"Reporting.","page_number":87,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"1b67e7a4-18ed-4819-96b6-502dc0f011d1","block_type":"box","text":"If a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual","page_number":87,"box":{"x":143,"y":210,"width":735,"height":13}},{"id":"6b5a04b8-66fd-4ab1-844b-a2682b5f8583","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":87,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"32435849-b468-46a8-825e-c9707bab4b51","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":87,"box":{"x":59,"y":240,"width":856,"height":13}},{"id":"18341202-93a5-4c81-b5bb-8f019514a867","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":87,"box":{"x":60,"y":256,"width":797,"height":12}},{"id":"ff128e3e-d06b-49e9-8a80-fc5a0ec29cb5","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":87,"box":{"x":60,"y":271,"width":850,"height":12}},{"id":"585554f2-855d-4f26-a6b0-b963e1add482","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":87,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"3e732576-5802-4720-9824-3336480700f8","block_type":"box","text":"Other Taxes.","page_number":87,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"edad0ea7-c527-41b5-b0d2-cf09960af8dc","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":87,"box":{"x":158,"y":312,"width":759,"height":13}},{"id":"31325e94-575a-4f97-9df5-54d24dc0eea8","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":87,"box":{"x":59,"y":327,"width":413,"height":13}},{"id":"051ad830-d222-4118-848c-9afacb191c84","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":87,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"60f10cdf-2d16-492f-83cf-cac6ae92de54","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":87,"box":{"x":321,"y":354,"width":534,"height":12}},{"id":"87e8e635-a7f3-46ca-8a7c-604d159fd462","block_type":"box","text":"withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from","page_number":87,"box":{"x":59,"y":369,"width":828,"height":12}},{"id":"932d3476-ee1e-42df-ac63-5f22832dce8d","block_type":"box","text":"investment income and short-term capital gains. Dividends paid by the Fund from net tax-exempt income or long-term","page_number":87,"box":{"x":60,"y":384,"width":834,"height":12}},{"id":"c2d950c0-7388-433a-a961-c7b746ea4398","block_type":"box","text":"capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S.","page_number":87,"box":{"x":59,"y":399,"width":857,"height":13}},{"id":"7307a226-bd81-4a7e-ab45-5e203f888e6b","block_type":"box","text":"shareholder will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits","page_number":87,"box":{"x":59,"y":414,"width":839,"height":13}},{"id":"0d7a5546-bf62-4099-8323-2635e3f6e501","block_type":"box","text":"under a treaty. The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS","page_number":87,"box":{"x":60,"y":429,"width":860,"height":13}},{"id":"b6b981bd-f7c4-4f54-b8ae-9e9e4757bd66","block_type":"box","text":"Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or","page_number":87,"box":{"x":60,"y":445,"width":853,"height":12}},{"id":"391667e1-7b48-47e4-85e6-d8d801fccbd9","block_type":"box","text":"business within the U.S. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non","page_number":87,"box":{"x":60,"y":460,"width":862,"height":12}},{"id":"c752e886-e91a-4323-9ac3-9e59b1684a02","block_type":"box","text":"U.S. shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be","page_number":87,"box":{"x":60,"y":475,"width":829,"height":12}},{"id":"dbb8682b-93d5-4d4a-83e8-3edb3e652e8b","block_type":"box","text":"subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to","page_number":87,"box":{"x":59,"y":490,"width":872,"height":12}},{"id":"c1804f1d-aa98-4978-9485-06e61cd5dd3a","block_type":"box","text":"provide an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the","page_number":87,"box":{"x":59,"y":505,"width":844,"height":12}},{"id":"d3dd17d8-29c9-4f5e-b5db-90652ffd879e","block_type":"box","text":"appropriate rate.","page_number":87,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"7767b0ac-206f-4894-9994-802d8d867fe8","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":87,"box":{"x":60,"y":547,"width":860,"height":12}},{"id":"83eda6b3-e422-48c9-a920-8f11cfb5ed7a","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":87,"box":{"x":60,"y":562,"width":827,"height":12}},{"id":"16c5dbc1-40fa-4ebd-92b1-08dcbc536b19","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":87,"box":{"x":60,"y":577,"width":834,"height":12}},{"id":"3c84d0cb-793a-46ef-ae56-f67bce86d85a","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term","page_number":87,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"cfcaeb08-b42f-4791-821a-a1fc2b51c6dd","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":87,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"a26b8397-76c8-4e3c-8947-e9355612b632","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":87,"box":{"x":59,"y":622,"width":837,"height":13}},{"id":"09dc3bca-2523-40ca-92e1-c6023c6c19e8","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":87,"box":{"x":59,"y":637,"width":871,"height":13}},{"id":"1bba7d3e-a44c-4213-82d7-4b1b06ff3080","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":87,"box":{"x":59,"y":652,"width":857,"height":13}},{"id":"fad2139f-ecc5-4314-addb-f569a8167583","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":87,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"baade8ab-9831-4e9d-939f-adc24a54de4c","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":87,"box":{"x":59,"y":683,"width":839,"height":12}},{"id":"d1d1589b-3663-4b8d-9726-e80aad3cf2d0","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":87,"box":{"x":60,"y":698,"width":818,"height":12}},{"id":"762c2dd2-df11-42c3-a952-0bdc0d730f10","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":87,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"284ee5fb-22cf-49e1-becf-6734d6ea6d2a","block_type":"box","text":"these rules to their accounts.","page_number":87,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"5ee81550-2fdf-4150-94af-d87fc679160d","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":87,"box":{"x":59,"y":754,"width":862,"height":13}},{"id":"db33cd4b-cd3e-4437-80f5-ad521817ca58","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":87,"box":{"x":60,"y":770,"width":864,"height":12}},{"id":"8a554eff-e652-4699-bbdd-f224f13d81d7","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":87,"box":{"x":60,"y":785,"width":849,"height":12}},{"id":"ece15a1f-4904-4e1a-b81c-ac7fb40c5a1f","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":87,"box":{"x":60,"y":800,"width":870,"height":12}},{"id":"f7470529-4d1c-4aed-badc-d2956aed255e","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":87,"box":{"x":59,"y":815,"width":875,"height":12}},{"id":"51d7e9ca-c23d-4fb1-968a-1641e2cde8c5","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":87,"box":{"x":59,"y":830,"width":835,"height":12}},{"id":"e75ba43a-723b-4ef2-a65b-d4d95d2bb905","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":87,"box":{"x":60,"y":845,"width":822,"height":13}},{"id":"4375949f-fe2e-414d-a9a8-5025e641b470","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":87,"box":{"x":59,"y":860,"width":726,"height":13}},{"id":"5fc7148a-ab44-4af9-8de2-7ff29e4f86c9","block_type":"box","text":"74","page_number":87,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"8d000cc6-78ea-474c-a05e-d72fa55982d8","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":88,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"4e7df7a4-0c63-4ea6-ab6b-fc0eb012075d","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":88,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"ab376e6a-333d-4a5d-8d9e-f1c28417f146","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":88,"box":{"x":59,"y":97,"width":881,"height":12}},{"id":"e73161e4-3b92-4f9e-b328-72e6b4b4b2a3","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":88,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"53d5be7f-2379-46de-93a7-c4fd0f0ec05d","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":88,"box":{"x":59,"y":127,"width":871,"height":12}},{"id":"5e095390-552e-47ef-957a-765c478fe123","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":88,"box":{"x":59,"y":142,"width":664,"height":13}},{"id":"b2c3105c-0d9c-44eb-8f65-5a23de7d9fbe","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":88,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"8f346c60-77d1-4548-8fc7-a8e2798146af","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":88,"box":{"x":59,"y":184,"width":539,"height":12}},{"id":"7c265465-e36d-44cc-9e85-0e630969d2fb","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":88,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"b5d5f1cb-d024-4d56-bf09-f8d7dfa41e62","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":88,"box":{"x":59,"y":225,"width":451,"height":13}},{"id":"aa19f5a5-90a4-46a9-81fc-ac85d64a60fe","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":88,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"d33fc378-dd58-48d9-99f7-9dc404a03be2","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":88,"box":{"x":59,"y":267,"width":821,"height":12}},{"id":"fd700e0b-5a43-47f5-8bd2-75919d26fa5e","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":88,"box":{"x":60,"y":282,"width":866,"height":12}},{"id":"e1b8e081-97cf-4299-a46e-b8b1dc1d3393","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":88,"box":{"x":59,"y":297,"width":847,"height":13}},{"id":"64be6a07-f174-427a-b154-1cbe6d47478b","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":88,"box":{"x":60,"y":312,"width":840,"height":13}},{"id":"c9e04ea6-c0a4-4704-a253-7fe8f7b7fda8","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":88,"box":{"x":59,"y":327,"width":818,"height":13}},{"id":"cf1c807a-0ec1-46bf-9636-5f2042c39981","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":88,"box":{"x":59,"y":343,"width":830,"height":12}},{"id":"6910e6de-c9d6-4bf1-b28d-80ae71c46042","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":88,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"916b06e8-8ffa-4184-80b6-fb7f735de29d","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":88,"box":{"x":59,"y":373,"width":835,"height":12}},{"id":"daa10abb-8f7b-48b9-a877-9294238baf54","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":88,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"a9564d6e-7ef8-4451-b467-a8c1443c2569","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":88,"box":{"x":60,"y":403,"width":849,"height":12}},{"id":"c4847e02-b2f3-41be-9044-80d0bfc6e8aa","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":88,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"08fd67e8-9b9f-44d8-83bb-129d37fb8d89","block_type":"box","text":"unless certain exceptions apply.","page_number":88,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"86cba15d-a0d0-448e-b158-04152050e252","block_type":"box","text":"Shares of the Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.","page_number":88,"box":{"x":59,"y":460,"width":871,"height":12}},{"id":"8e9cd3b0-50c9-4034-8b10-55b38e781923","block_type":"box","text":"estate tax.","page_number":88,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"5027b169-f461-4579-8ca6-95fb8fd03ef4","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":88,"box":{"x":59,"y":501,"width":872,"height":13}},{"id":"c301995b-e194-4cc4-ad1a-7c223383d557","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":88,"box":{"x":59,"y":516,"width":864,"height":13}},{"id":"465c3bfd-7ef8-400a-918e-a5079e504d32","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":88,"box":{"x":59,"y":531,"width":875,"height":13}},{"id":"a0c435cf-4171-4164-92a8-18b358d07e52","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":88,"box":{"x":60,"y":547,"width":782,"height":12}},{"id":"dd21e33d-259e-4156-ae5d-a36a30374546","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":88,"box":{"x":60,"y":562,"width":826,"height":12}},{"id":"be20a802-fc91-4562-987a-361dd25b526d","block_type":"box","text":"discussed above, and such changes often occur.","page_number":88,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"10994441-11b3-48be-b6a0-5bf286e6f6f6","block_type":"box","text":"Financial Statements","page_number":88,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"35558ad4-f108-40c6-88ed-ad7e6a55a9ad","block_type":"box","text":"The Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":88,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"e8bed9f8-4e77-40ba-9743-8ede6fd2d215","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":88,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"c20f5d79-36cf-4738-9de7-f3c8f5795e6b","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. The Fund’s Form N-CSR is located","page_number":88,"box":{"x":60,"y":679,"width":873,"height":12}},{"id":"e0e4a06b-3fd1-436e-a90b-2a9d338a3df5","block_type":"box","text":"here. A copy of the Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements may be","page_number":88,"box":{"x":60,"y":694,"width":839,"height":12}},{"id":"56819942-2574-4cc0-aead-fb23a1e9d3ac","block_type":"box","text":"obtained without charge as described on the cover page of this SAI.","page_number":88,"box":{"x":59,"y":709,"width":473,"height":12}},{"id":"26028f5e-acbb-45c2-9c62-36c596735693","block_type":"box","text":"Miscellaneous Information","page_number":88,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"8039b8c0-c052-45d7-9f03-92806115c5af","block_type":"box","text":"Counsel.","page_number":88,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"425bafb2-8fc6-4602-9b8c-ba90bf9d2f29","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":88,"box":{"x":129,"y":781,"width":733,"height":12}},{"id":"fbbdd796-727b-4b7a-87ff-d44d49874cfd","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":88,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"48c981da-d157-4b0b-b1d2-5cbe667a2a25","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":88,"box":{"x":419,"y":807,"width":488,"height":13}},{"id":"5a1e28ac-6fb9-439e-85df-9c6faeae6ebe","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Fund’s","page_number":88,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"c61b1c83-64b1-4999-b496-076345f2153c","block_type":"box","text":"financial statements, and may perform other services.","page_number":88,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"d107d205-e4be-436b-b185-28e9ea8c5c80","block_type":"box","text":"75","page_number":88,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"a5fa402e-db91-4e0f-bdce-9f0c96fc4bb5","block_type":"box","text":"Shareholder Communications to the Board.","page_number":89,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"a6e25c4c-194b-4629-842b-f127c12eab3c","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":89,"box":{"x":380,"y":67,"width":555,"height":12}},{"id":"cd1dbc13-8bf2-4507-baff-4250e0d02085","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":89,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"e1d7b039-46d4-4384-8be2-371177d80321","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":89,"box":{"x":60,"y":97,"width":796,"height":11}},{"id":"729c4133-d71f-492c-90fe-dff16a11bb22","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":89,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"fad0e1ca-fb83-47c6-a344-40ca5a2286c7","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":89,"box":{"x":60,"y":127,"width":863,"height":12}},{"id":"5b36abfc-5293-4cdb-955d-cd206d7243fc","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":89,"box":{"x":59,"y":142,"width":814,"height":13}},{"id":"8fd3d1d0-aee5-4c55-925c-5f693af94e89","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":89,"box":{"x":60,"y":157,"width":866,"height":13}},{"id":"16e1a493-81d7-46f7-ae4a-ccdb846ccec5","block_type":"box","text":"Trust and reported to the Board.","page_number":89,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"189c2e79-91e1-46fe-a947-a2d82c24a24a","block_type":"box","text":"Investors’ Rights.","page_number":89,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"6f745154-1c4b-42c7-82aa-824db949608d","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":89,"box":{"x":190,"y":199,"width":663,"height":12}},{"id":"22af8170-bb04-414a-b227-1f83e06d7c42","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":89,"box":{"x":59,"y":214,"width":860,"height":12}},{"id":"886720c3-fdb1-4c42-9493-6c7aaee69871","block_type":"box","text":"out in this SAI. Investors who acquire shares of the Fund are not parties to the relevant agreement with these service","page_number":89,"box":{"x":59,"y":229,"width":815,"height":12}},{"id":"ca3e9c99-4106-4039-8f01-04aa6d550b55","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":89,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"5703b9a1-5de8-43ea-af52-3cc6cc04c088","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":89,"box":{"x":60,"y":259,"width":859,"height":13}},{"id":"11e12a3d-b1ff-4249-baa3-e1cad2b5fef4","block_type":"box","text":"the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law","page_number":89,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"9507948c-9f92-49ed-a9ff-c62de7b79e0c","block_type":"box","text":"against the Fund or its service providers. In the event that an investor considers that it may have a claim against the Fund, or","page_number":89,"box":{"x":59,"y":290,"width":871,"height":12}},{"id":"a61aea31-e050-411b-acf3-1e3448184bb5","block_type":"box","text":"against any service provider in connection with its investment in the Fund, such investor should consult its own legal advisor.","page_number":89,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"bb552864-4769-4592-9871-8d5521a33970","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":89,"box":{"x":60,"y":331,"width":872,"height":13}},{"id":"74a16908-b8c9-4b01-9c32-0751dea51684","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":89,"box":{"x":59,"y":346,"width":830,"height":13}},{"id":"7f3bf520-4018-4b0f-89c6-a0e71734b84a","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":89,"box":{"x":59,"y":361,"width":828,"height":13}},{"id":"dafeca53-3848-43bf-a631-2042c96413f0","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":89,"box":{"x":59,"y":377,"width":568,"height":12}},{"id":"a93bf212-f628-4dbb-87a6-f08cd1045317","block_type":"box","text":"76","page_number":89,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"5b035f7d-284c-4c96-8b0e-fd4ec23c3a6b","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":90,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"f9ba013d-6872-4f67-8476-0f6eaab7c07a","block_type":"box","text":"A-1","page_number":90,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"002aa441-6caa-4ff7-b061-5f4af8106c90","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":91,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"599dcfd9-ad91-4c92-9ed7-eddbe9807373","block_type":"box","text":"Proxy Voting Policy","page_number":91,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"887600ef-b891-407c-bc31-5b1dd258f6d0","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":91,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"57e8756f-4fa9-4bb6-bd3a-ced7d030b22c","block_type":"box","text":"Effective Date: January 1, 2025","page_number":91,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"44ec19c5-f78d-417c-88ee-e3afbc73ab86","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":91,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"303f7a3d-43aa-4234-8cea-99fb89ba66f8","block_type":"box","text":"________________________________________","page_number":91,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"5ef51f9c-71aa-402a-a2fe-2b312026e5cf","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":91,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"cecb7a29-512e-4044-9e11-ef1708637cd1","block_type":"box","text":"□","page_number":91,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"fa8e2c3c-b059-4049-9344-a111e9f13d3a","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":91,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"9ead0e14-5715-47e4-85ae-580c2363e390","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":91,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"51a0d159-1e47-45ca-bdd3-a67ad82ca140","block_type":"box","text":"□","page_number":91,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"affb02c6-25f7-4410-8ee9-a611aacfe4d5","block_type":"box","text":"Money Market Funds","page_number":91,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"bad35800-9b91-478d-ab0c-9fd19a7945f0","block_type":"box","text":"□","page_number":91,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"0f3c7dd5-aa2d-4f9d-95b7-4a7035641edd","block_type":"box","text":"Closed-End 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BlackRock, subject to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":91,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"30197651-ae22-4b69-81d4-4f37bbf3e133","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":91,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"f1dd8bba-3931-4d9f-8aa6-f34c7bec50f1","block_type":"box","text":"agreements.","page_number":91,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"61b5c3e4-f4b0-4c2d-998e-fd1986be41b9","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":91,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"9a677987-a8c7-4bd7-90b2-99d488380143","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed 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The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":91,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"45a3a887-fc60-4123-9e1e-eed851e3f839","block_type":"box","text":"any.","page_number":91,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"9946aedf-6e40-4c30-8497-f3d53b111197","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":91,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"b1aa285d-ed76-44e9-8acf-d8e8aeb70767","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":91,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"da017d8d-b42f-4116-bbe6-c78b4c72b536","block_type":"box","text":"Conflicts Management","page_number":91,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"c6738d82-7341-4c10-bd5f-baa6f0acd890","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":91,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"46f024f6-6ca8-4ead-8d72-d73fee1998c1","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":91,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"967349d1-a3ec-4e04-a7f3-fbe56bb31c78","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":91,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"65b93e3a-26aa-4787-b095-6a82b39e6c83","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":91,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"db2c4409-0828-4952-b564-327811f85e81","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":91,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"08890e9b-cfb3-43b4-a823-f294bdc0970d","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":91,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"562a8f79-9db2-4c7f-903b-ac4586d40796","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":91,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"11cb10d2-e6a3-4b88-ba1d-353db6cfac4d","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":91,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"5be5bb53-09a3-4303-be6a-9910e2b4cd3f","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":91,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"d6464a3d-a9ba-4ddb-a2a9-d14b4a5b7424","block_type":"box","text":"A-2","page_number":91,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"953a8350-2112-439a-be49-c16830358143","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":92,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"309a4977-bf6f-41fa-a24d-3d6342689391","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":92,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"70eba058-5b84-42c7-b4e8-c1bd0bd2181a","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":92,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"1508216d-d4c2-4f36-9063-d55e9a3e563e","block_type":"box","text":"Reports to the Board","page_number":92,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"a69faffa-9e3e-4e6f-94c7-5e1f97cd29c5","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":92,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"0ff59da4-cf30-4ea9-85ae-9e4e72ebe280","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":92,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"93781aef-97f4-46eb-9eca-1c79472fe32d","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":92,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"c8372bd0-090c-45a8-94a3-9420f23fcaf9","block_type":"box","text":"that have not previously been reported.","page_number":92,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"7959d262-21f9-476c-b922-a7407d5513cd","block_type":"box","text":"Appendix A","page_number":92,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"abeadae0-c906-483c-af6d-a88d5e6e9dd3","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":92,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"99a85b30-bbac-480e-adba-9ed40bf4504b","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":92,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"e2d57649-078f-4718-b7b5-f8fec1638ed3","block_type":"box","text":"A-3","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"e8becd0d-f251-41b8-8e19-ba63ad0cbccb","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":93,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"6eab7eaa-42ab-4d95-83f7-37463dd9f2af","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":93,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"780498ef-f659-4939-bf57-1b05baee623a","block_type":"box","text":"Effective as of January 2026","page_number":93,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"0f77d339-2eba-4f76-a8de-6a17a8ddcb47","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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A-5","page_number":93,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"ef284845-d802-4685-850e-93f467fd5164","block_type":"box","text":"Our approach to stewardship within active equities","page_number":93,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"3c7fe7ed-4124-4377-b954-6a20a26a6302","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"0c0fd00e-05a3-40ff-a381-e031e27a62f3","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":93,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"9752b24f-768e-4b71-a12d-ccf6c81d69c0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"db803742-4d62-4647-a2ed-541a40117057","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"cdf2abbb-9482-4068-bf02-5254bb27e732","block_type":"box","text":"Executive compensation","page_number":93,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"e05839a1-5a92-4702-af3b-9106707e42fb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.A-10","page_number":93,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"6ced43c6-30e9-4511-9d43-6d1079da3399","block_type":"box","text":"Transactions and special situations","page_number":93,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"34f1fa29-7524-454c-96c9-4d6ca255a51f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":93,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"9c1a5a86-482c-4c8a-ae84-70c4177f8df4","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":93,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"3ff1211c-f692-4ae8-bf2e-dd04b68cb9b0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":93,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"2b4e030a-fcbe-40b0-9240-4af339e72e69","block_type":"box","text":"Shareholder rights and protections","page_number":93,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"fb4375d4-3d27-4191-bff1-5e2dbf5a3f9a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":93,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"e4b592c9-9fd2-483b-a1c2-3279fffb4dbc","block_type":"box","text":"Shareholder proposals","page_number":93,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"20cd97de-cea3-4baf-93c8-c3fee138fd93","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":93,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"04115f58-1c3a-4ed5-a637-24aec8d09c04","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":93,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"5d46c757-17b5-4d4d-85ff-e5fd60cfdc29","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":93,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"b0a6acc0-68f6-4211-aceb-cb54abc766ff","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":93,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"9e46aca2-945a-4283-8ee8-fa2220f987d7","block_type":"box","text":"Key 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There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":93,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"137c5920-78ff-4516-8c34-1b134c76c70e","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":93,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"f5cd3918-bd83-40da-9507-96a9205519ad","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":93,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"8ef622fc-8c12-4bc4-8091-802a919abdca","block_type":"box","text":"uity","page_number":93,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"dd13fca3-d0a0-40d6-b475-c63a17b4531b","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":93,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"6d3eff16-5404-4673-9e2a-ab9ab51a213c","block_type":"box","text":"e","page_number":93,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"a470610a-f722-4e96-aaa5-5d01c02c8f53","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":93,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"703f6f4d-d442-4c7b-80d9-9aa5aae205cf","block_type":"box","text":"ers","page_number":93,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"e3c3ee92-cb3a-4152-beab-3732036769ef","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":93,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"4f71dc18-e4a7-4845-ade8-49072d894342","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":93,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"f0217f3a-9f46-462f-b580-040ebd6b4ad6","block_type":"box","text":"lock the","page_number":93,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"d7cd599a-113f-4d64-bbf6-887b77dc054b","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":93,"box":{"x":91,"y":879,"width":816,"height":9}},{"id":"54bedbcf-c895-4336-9727-23ad42feaa43","block_type":"box","text":"ntly","page_number":93,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"bf90e7a4-372c-4517-bbec-e02c7e5147c3","block_type":"box","text":"of one another and have separate voting policies.","page_number":93,"box":{"x":92,"y":891,"width":274,"height":10}},{"id":"c830068f-53ef-4a6d-99cc-a25bd3cacc09","block_type":"box","text":"A-4","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"032a797e-e605-47f7-b013-5d69790d2470","block_type":"box","text":"Introduction to BlackRock","page_number":94,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"3fa72d49-019c-4572-a4b9-1d9b5cd5090d","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":94,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"6fdf4413-e89b-440a-80dd-32acafbda754","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":94,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"a8ab21d1-9fb4-4e3a-8e26-3f71a26f6fbd","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":94,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"a3c34b87-5311-4c2e-b01e-c2877b67a1a2","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":94,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"16a07ed9-4bf4-4489-9747-2d06f1845c34","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":94,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"07a8234e-c693-48ea-8480-d4d66f01810c","block_type":"box","text":"analytics.","page_number":94,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"6aae88e4-8896-4446-971d-0badaa561a50","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":94,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"6440b532-77e0-4733-bf66-937ba215ce9d","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":94,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"9536b5b4-a1ed-4264-bd0b-631ea82ec12d","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":94,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"a8ff5506-b191-42e9-8b87-34d5ab658fea","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":94,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"1cd3ad71-0a84-45c4-b9c0-c8e6b52c21c6","block_type":"box","text":"which our clients are invested.","page_number":94,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"8ed3b199-e954-433b-9673-773e8f4bd353","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":94,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"fc15023d-1d0c-4351-bd8e-b9c05217ed62","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":94,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"fe2f5a11-a2c8-4e62-8848-0adf74444ff2","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":94,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"3360a20a-fce6-4c03-9943-76435d392ce3","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":94,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"ffca4913-c606-44a2-aa75-b5bcd6b41903","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":94,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"d7f9f05a-13aa-49d0-a95e-e79476796311","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":94,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"26dc2fc9-1d81-45c5-bc34-4eff2e07872e","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":94,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"8c7fe8ee-a2b6-4bfb-a1a8-67e2f9568316","block_type":"box","text":"(3)","page_number":94,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"fe368581-4406-4a9d-b109-71a46ed53712","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":94,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"3988b5af-e134-48ed-83f4-f6b92d6d31b9","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":94,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"0f3e56fe-e25e-4b6a-862b-33cb68a78237","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":94,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"04a4511b-5e02-40b3-ad68-efffe377b40e","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":94,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"addb2aa6-9fd9-485e-ac3f-ca6256b2bef0","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":94,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"0d6bfb68-a466-4cb2-999c-14ae2ed1f794","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":94,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"2dfe2e5a-3f9e-4ed1-a78a-617775234e8a","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":94,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"94ce3b94-9532-485f-9f3b-72edc49c4b13","block_type":"box","text":"respect.","page_number":94,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"231f5e74-a7f2-4715-83f8-14b846f09979","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":94,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"5ff2aa25-365e-450d-a1de-bdf7b7d249c3","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":94,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"0bcee02f-cba1-4f2a-ad7b-3f4b31bcc3a3","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":94,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"ba601499-6a8b-4550-b5da-eaad567b3e98","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":94,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"b4a497cc-66df-450a-a123-4af0184f66d8","block_type":"box","text":"strategy.","page_number":94,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"bba4483b-c526-46d4-a04f-2e32343da944","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":94,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"4799c787-b6f7-4519-a6b9-4371d4ba6e85","block_type":"box","text":"and board directors","page_number":94,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"79532e4d-1ce6-447f-a194-40dfbb18285f","block_type":"box","text":"(4)","page_number":94,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"c30ec976-236f-42a6-8de3-ef62b272ab1a","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":94,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"2b1fefe5-c4bc-43ee-9fd7-33c5f25989a2","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":94,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"e59ee494-6946-4897-b9b7-828301ab212b","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":94,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"cdb74d99-0c39-44c1-be67-5699d93dfeda","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":94,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"59447634-f3c2-4434-8a79-b9c9ed6b78d7","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":94,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"94f42a67-942d-4700-bebd-3ac67f72d434","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":94,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"b0fe709b-e7cf-41a7-a1fe-bad7ba79015c","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":94,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"53fdf0d6-a3c2-47bb-8e62-17035533dd11","block_type":"box","text":"financial interests of their investors.","page_number":94,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"b83e80be-3296-4746-a349-86ab4d84fa79","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":94,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"1c40097f-d15a-45e0-97f8-fb7ad8f1d8c6","block_type":"box","text":"lity","page_number":94,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"06078efe-5b36-4b92-b040-dd00dd287c1d","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":94,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"14700f77-a8c6-4a75-9e7e-e86efa7caf8a","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":94,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"3702bd69-59cf-4f91-8082-fd747aad939c","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":94,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"d0fce2ed-07d3-471f-b468-3cf0f2550005","block_type":"box","text":"relevant.","page_number":94,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"81face1e-179d-4119-acb5-58c902e68c61","block_type":"box","text":"A-5","page_number":94,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"2f27b588-49de-4ef3-b790-22a4f617b98a","block_type":"box","text":"Our approach to stewardship within active equities","page_number":95,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"e6cc38af-dd95-4844-87b8-0935f132a9c5","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":95,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"4b8f87a6-da42-4455-9b27-71ba44c9ba01","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":95,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"bc4d820e-bfe0-4fde-bdb5-e778a639ad29","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":95,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"50414207-fac4-47ab-a86b-72a986b7adab","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":95,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"3901d00b-482e-4529-8a43-a43d8222abd4","block_type":"box","text":"clients and funds.","page_number":95,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"bac6180c-c0a4-4c6b-807a-a2d8f11fad8f","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":95,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"533ac2f5-97e9-4d2b-a2bb-231588b93484","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":95,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"3e1bbdae-869b-4fb9-998a-3e9d0db931d2","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":95,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"6f3cffab-59fb-40ee-8e6a-c2f3229feb5b","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":95,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"63eb6826-688b-4de4-9bd5-b92125dee993","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":95,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"af821ca2-6eaf-4587-8b20-4d1e0fc473bf","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":95,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"f7b876bc-8e4c-4b48-b4a2-77fa358ad873","block_type":"box","text":"(5)","page_number":95,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"f7e0c342-590c-4526-872a-f5c5e5fa3190","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":95,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"1ea84fee-5570-4638-a5f2-a87eff27ebbc","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":95,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"402ae727-fd0b-4b4d-9fa5-6901744578e8","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":95,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"63044507-77de-4ad8-96d0-5dc0d0a28e01","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":95,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"0474c13e-dab8-4b96-a3bd-cfec2ba74951","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":95,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"05885391-de68-4712-a6d2-f8cda38b60e9","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":95,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"22629351-20aa-44da-a3d7-b7c2bdeca5fd","block_type":"box","text":"and information in bond documentation.","page_number":95,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"4c52243c-b17a-4f47-bf17-bffa0dc44b51","block_type":"box","text":"Boards of Directors","page_number":95,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"7fdc3b03-ac16-44c8-b6f3-cc19b85a0cda","block_type":"box","text":"Roles and responsibilities","page_number":95,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"57707025-beea-4c3f-bc0c-c5dfec3b552b","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":95,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"5718a9fe-d7a7-440a-8dae-43bbdf1ed1ae","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":95,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"b6085183-dd08-4f94-962d-b9a4c6c802c6","block_type":"box","text":"(6)","page_number":95,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"6ed42392-aa25-4fff-b3bc-e95817efe808","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":95,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"93f275f8-bc97-427d-ac02-3b4b25cdb7ba","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":95,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"91403559-7905-497e-9e87-ab4dd594b13b","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":95,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"d8dc618f-74a5-47c2-a05a-1902376f173f","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":95,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"7f2016e6-a5df-4759-b8ab-b168a1fad14b","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":95,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"97cda695-5f4c-4b44-817f-822ecb9b2f09","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":95,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"126d3056-9ee2-4e9b-bb02-29571b0e888f","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":95,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"3ae24002-91d1-4565-b332-22b7401d53b7","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":95,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"b7b1e251-6af0-43bc-a9c8-9fa8e0db1f44","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":95,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"956796f8-bc11-41cb-b799-331f6f0afbc4","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":95,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"4ab1630d-4b80-4144-8094-3e55e18b92de","block_type":"box","text":"Composition and effectiveness","page_number":95,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"d5d0a182-5802-456a-997d-f1b0719f10bf","block_type":"box","text":"Appointment process","page_number":95,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"995b6e2b-adb7-4ade-a533-ba4d91b53568","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":95,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"e84aa30b-cce8-46f8-8c38-9855238230b6","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":95,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"81be3026-4731-4547-a1cf-f36457ddfd0e","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":95,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"30d9fa9e-e2cf-4a43-9b85-1bdb6dfc8ce4","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":95,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"017531d6-5200-417e-8737-390f9e7bf9cb","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":95,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"989a7119-785e-4cdd-a3b3-7c62ec65acb3","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":95,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"1b462e1a-252d-4066-b918-a844cbb0f2be","block_type":"box","text":"rategies, as","page_number":95,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"edb55de1-798e-4da2-a9f4-5ea979031528","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":95,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"84fe51b6-7589-4117-87ab-bad871ca587d","block_type":"box","text":"age","page_number":95,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"d6d5b0f5-6722-439b-aa73-8ff65e48209c","block_type":"box","text":"ments.","page_number":95,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"940d69a5-2ee3-440e-9a5c-328af74813d2","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":95,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"d87eee0e-329d-4dbf-b2b6-fb7726b316c1","block_type":"box","text":"examples.","page_number":95,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"df9ffe18-4946-4558-9144-91283e344ffd","block_type":"box","text":"A-6","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"b9985d89-c5cc-4dfc-868e-0a96cdc43b2e","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":96,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"8d2736b3-da7e-40db-b0d9-6bd9a26aeb08","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":96,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"850be453-0368-4ebc-82df-6640acc2ef0a","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":96,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"d44c7a2f-5307-4d8e-966a-fb46bdc81932","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":96,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"3e7abc55-4d55-45b7-b228-b12f39512c21","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":96,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"2fdb6ad2-7ac5-45dd-8750-61d83c83e528","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":96,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"87749977-b84a-4b2a-bf34-dfd39387f345","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":96,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"130988d7-d704-4fd6-89a4-6e768b34285b","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":96,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"58827ecc-c93e-42c7-846f-5c1613ee65e9","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":96,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"4fa2a2c2-2662-4da4-b4ed-4a5d0eba82a8","block_type":"box","text":"Independence","page_number":96,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"c4eb4706-1bbd-4fc3-9657-edf9fdf958f8","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":96,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"0ee532cb-30e4-4514-ad89-d054ed9da673","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":96,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"fae9b5bd-072d-4b50-908e-9cdf3a938d8e","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":96,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"fcc1abf2-17bd-4beb-a4fc-937907f83f61","block_type":"box","text":"(7)","page_number":96,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"efb591dd-f73d-482f-96a3-aec95e7ff9fc","block_type":"box","text":"This","page_number":96,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"101e7d93-0783-42ba-8703-3fcd668773d4","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":96,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"de6fb304-426c-474a-a029-f32447b561f2","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":96,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"f5336cef-6ec7-4714-9511-d7b08096dcc5","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":96,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"0717545d-f697-44ef-8034-21435903cde9","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":96,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"c78ae092-15b9-4a30-91ef-390541562e73","block_type":"box","text":"is a perennial issue.","page_number":96,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"416df1ea-9053-4acc-9197-40a48518a39f","block_type":"box","text":"Independent board leadership","page_number":96,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"9dc05ea3-c080-4b80-99c7-71aed6b40dc7","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":96,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"f7097f3c-6a36-4a9f-b0f6-a95dfa4c66e5","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":96,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"57f75c94-b0db-43ca-8abc-06e51c608159","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":96,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"3ac765aa-49d7-4a44-b5f6-fb73703d7290","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":96,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"99d31fa9-90ac-4dd3-9042-5304a7bfed7c","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":96,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"625dc9db-ebbe-413a-b1fa-99d953065ad0","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":96,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"1bae2407-d2eb-4a3b-92bb-9710c0edae0e","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":96,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"31b7f7c0-96dc-4fae-b470-1a70924e203d","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":96,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"ec2c2612-8e63-4196-a67f-bb1c080c3a81","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":96,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"50c78819-db39-441d-a9da-ed41f7365dd3","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":96,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"8ce91e4a-bff7-4cdc-b0e8-953969bbc989","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":96,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"22d89d80-b696-452c-b45c-535b95a207b1","block_type":"box","text":"Tenure and succession","page_number":96,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"30fc4b15-03d6-4abf-add5-d8036b8b020d","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":96,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"05fc8d15-a019-4bb0-b501-1056e150763c","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":96,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"6ff14db5-3623-4e48-8d5c-084441548aaa","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":96,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"d3fa8afc-9743-407a-84b8-055145a2919e","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":96,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"a2fd1c66-c137-4209-935b-ef6b01d5742b","block_type":"box","text":"management and involvement in past board decisions.","page_number":96,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"1871f0a2-a4ae-4eb3-898d-37d1d7777eda","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":96,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"32f5f329-41d7-4d19-ac47-04a3221dfb4e","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":96,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"84acf625-c366-4e06-b9f4-3e6f87b60f44","block_type":"box","text":"long-term knowledge of the board and company.","page_number":96,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"ac7e4417-1b85-4076-bc86-925338ea537b","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":96,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"717de680-969d-4260-84a9-ecf8713c5447","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":96,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"498bac19-a314-4df4-9c25-c7532badd51d","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":96,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"a5c123f0-1d15-4142-85ee-49b5326cfe72","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":96,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"a51c5f53-23b8-44d8-9d90-1fba64bfd0d0","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":96,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"836c19de-b8e5-4527-8499-7590ad2c2166","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":96,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"212779ac-d41d-4c8d-a2dd-b7da5a4f02ce","block_type":"box","text":"rest,","page_number":96,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"1a177d32-5b53-41be-b3f7-290d81ed2304","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":96,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"195d6650-6876-47cd-b92c-54b9a12193da","block_type":"box","text":"terests","page_number":96,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"4eaaccc9-2c44-4fc7-a8b3-5590d2d0fa41","block_type":"box","text":"of the company and shareholders.","page_number":96,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"b43f6827-66a8-4f9c-9034-04753e86cae9","block_type":"box","text":"A-7","page_number":96,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"3a5b5cac-1161-4875-996f-5aab8eb8989b","block_type":"box","text":"Capacity","page_number":97,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"d4df09ea-9889-4eec-b80c-b71d71e383c5","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":97,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"2afa4881-9997-49c1-b3a0-3f051e02ed8d","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":97,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"ab61d20a-aa12-4b3e-a86d-1b77316e84a9","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":97,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"2cb7fc94-7da8-4565-b00c-a57ae3c106b2","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":97,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"cb2d38fe-d794-49bb-9538-2b7879dda862","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":97,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"4828a6c3-6c01-4a1c-a272-bcefc4fe472d","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":97,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"60c60076-69ad-4d55-8ec6-4b5ce1f0a578","block_type":"box","text":"the board and company.","page_number":97,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"0de360c7-d691-4a7d-9dfb-f1bb180fd64d","block_type":"box","text":"Director elections","page_number":97,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"fd4d57aa-3b41-481d-87c9-31b27f884028","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":97,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"e2576eb8-9ca5-42d1-a088-2b8abfe1f51e","block_type":"box","text":"(8)","page_number":97,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"481c8d4c-9a44-43bd-a62d-ba7ecbf0cf82","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":97,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"22b1dd38-3076-49cb-bf95-820b5a340449","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":97,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"ef4fd7dc-da51-46ce-aa26-ddf11c38507b","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":97,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"f62475a8-2755-4475-841a-dc8fb12b20d8","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":97,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"a36b1b29-27bb-442e-bec7-da8db44bf579","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":97,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"08453a17-3c49-423c-a5e3-db117cfc9f15","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":97,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"b0f19b53-56e0-4f61-9a96-ae55310f091d","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":97,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"e2896012-2627-4eb4-b94e-598f3d8ade26","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":97,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"a38f70a7-e072-4ada-b7b0-95a24a9c234a","block_type":"box","text":"best serves investors’ interests.","page_number":97,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"78f4a529-2d39-4137-a2df-e6c9738529bd","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":97,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"fc392552-973c-45de-8917-79322528f0fd","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":97,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"5c47203f-03a7-4d9d-af67-c99b518b19eb","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":97,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"134bf18d-1c26-4aaa-831d-080d676baa21","block_type":"box","text":"Committees","page_number":97,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"f62c121c-67c4-48c5-af1f-8e6e33109394","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":97,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"eb37485d-0705-4d3f-bd6e-4fa737447d8e","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":97,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"a0f892b9-7f46-4223-be46-55ac69ee56bc","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":97,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"8cc84c32-c674-4e18-a39f-93ad996d359e","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":97,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"5f7466dc-3363-4960-aa7f-5c3006e8dfad","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":97,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"68639f51-d91d-41a5-ae54-0e1215af0427","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":97,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"9bc251fa-0004-40c4-be90-9254649bc1aa","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":97,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"df016444-6a3a-454e-85d9-413bc7e1e3cd","block_type":"box","text":"most common committees include:","page_number":97,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"11418c68-f702-487f-ad1c-73c2b567cfbf","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":97,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"2733f8f4-cae6-4d54-98e9-a6b0d5324b53","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":97,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"cf376471-e121-4b2b-a223-355ea65363a4","block_type":"box","text":"whistleblowing mechanisms.","page_number":97,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"b598c92f-7d44-4cf1-a915-9c8e500b980f","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":97,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"9487f9f7-9e69-4625-822f-feda84ad6f74","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":97,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"048d7533-12e4-4361-93e7-78d57c1f3f6f","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":97,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"4b4c326e-7940-4dee-b605-100315827f9f","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":97,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"0d5e1dfb-78f9-42a2-b5ac-8c0f2c9f76e8","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":97,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"56b2de71-4717-47ee-8f7a-54a3c4323877","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":97,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"008a7c6f-88bd-4938-a099-63dbf4fc294c","block_type":"box","text":"wide compensation policies.","page_number":97,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"491a27d2-7dbd-492d-83e5-0a8be6632cb2","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":97,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"1821ef6c-20ee-4cbb-9edc-a331d599d303","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":97,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"5bf8337a-fd68-47ca-b23b-12b63f210a54","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":97,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"b206d387-66f3-4d31-ba51-7ca8930438e5","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":97,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"059a8959-bfc5-43a7-97da-9c274e91029d","block_type":"box","text":"on in any","page_number":97,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"40de78b6-19bb-4818-a555-06157818a8b2","block_type":"box","text":"one year.","page_number":97,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"859550ab-2d3d-4dc3-9278-af574ed55d72","block_type":"box","text":"A-8","page_number":97,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"29e62272-00b7-4a36-9083-d0608ca26a1a","block_type":"box","text":"Board and director evaluation","page_number":98,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"4777fa43-172b-4e64-99fa-302a093cfa4c","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":98,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"b767e7a4-37a4-430e-b690-7abbf9993939","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":98,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"5b356d19-fdf3-440d-a664-162c9940e8a6","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":98,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"ae74057e-7e3c-4f26-a994-e5995bd77794","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":98,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"5c5eb112-bd94-4345-9846-4b15178eca3c","block_type":"box","text":"Access to independent advice","page_number":98,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"24e973de-6abc-4c82-aef9-8ca9c55daea8","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":98,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"d3a31931-ae38-48ac-9d65-58013d52beb4","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":98,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"ea6dd5d0-4a44-455a-a7ba-84e19f7e8cb1","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":98,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"54b2f4c2-ecef-4af7-b18b-160b072d2891","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":98,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"a5158576-1f3d-4473-bb6f-3c29f5153c5f","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":98,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"a005bbd8-3050-4d96-83e9-2066ab4f5e3c","block_type":"box","text":"succession planning.","page_number":98,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"246a0d53-9ada-4bb9-99a3-5cb813d83ecb","block_type":"box","text":"Executive compensation","page_number":98,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"9b418919-fcbb-4586-81b7-9470891887e0","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":98,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"ffabb194-9ed8-4866-a44c-d1851371c0e8","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":98,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"eaaa1259-afd5-4b03-8eac-d32b64612e9f","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":98,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"95f54cd2-6f8f-41cd-8bd7-d276fffc7fb7","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":98,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"7ed8793c-31ad-4b07-8ebd-8e14a3456fb8","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":98,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"8ba5f2e0-305a-4311-a989-b4e49720e96c","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":98,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"c98bb6c8-df4e-46fd-a1b2-61dad7232f9f","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":98,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"7ffc2764-2366-4836-913f-7a4dace22168","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":98,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"9cd63e4b-784d-45a9-9f0f-93ad60fb15ca","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":98,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"8919d784-28c8-4c03-b3cd-8fb879dd87ab","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":98,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"f56a8349-7222-46fd-a967-bc90a574b00a","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":98,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"d52201ed-381d-485c-bf3d-ba3b4bbf3d10","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":98,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"a18af18c-270e-4cb9-b758-b2a03ecfb2c5","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":98,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"e843deab-b52e-4bfb-90ad-5f36459fbb06","block_type":"box","text":"company’s size, sector and market.","page_number":98,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"600dfe37-449e-4729-bf64-eeed2d2ab076","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":98,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"41695739-6cf2-4792-98f3-efd825c03cd1","block_type":"box","text":"objectives.","page_number":98,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"94fa3087-24ae-4af3-8c76-109ea924aa07","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":98,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"e5a7566a-84ff-411d-a4ff-198a00d29df4","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":98,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"302c224e-5688-4a72-a43e-a30dc1ed0424","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":98,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"5910dcfb-335c-4a01-a3d3-5ca4ef4d3b3b","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":98,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"4163b3a0-6568-4193-9581-a3e01ece2cae","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":98,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"089fab48-ef47-47fb-9136-d7c541afff07","block_type":"box","text":"transparently.","page_number":98,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"76fc98f4-9954-48a5-a5ae-dc9953b40c24","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":98,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"5f690a8e-2130-4a29-9f58-740caf641a05","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":98,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"56ab35ee-f276-48c9-a7cd-0d260f7fba6e","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":98,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"8130b6bc-345b-40ef-a11c-90756f1fe338","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":98,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"2a5fbeb9-e140-4a13-92da-cabdced43e05","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":98,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"e278249a-f773-4a37-a2fe-9d8249707db6","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":98,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"3c2fb51f-0434-4f5c-9eea-d1bef796270b","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":98,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"77c44d65-ca6c-4070-97aa-6c0cf5e4c726","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":98,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"2119cfcf-f907-4daf-a65f-fd719a5b796b","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":98,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"595a9307-2948-4f06-adf8-84b7cffb4424","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":98,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"a1816a39-0e6d-43e4-abe1-81cf7d631213","block_type":"box","text":"independent director.","page_number":98,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"95329e9a-f392-41ff-9a0c-cc064f55f71c","block_type":"box","text":"A-9","page_number":98,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"cec4ae27-bfd9-40d3-bd92-3b08e169b2cc","block_type":"box","text":"Non-executive director compensation","page_number":99,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"68b1e1de-6945-4676-aac8-1aa6a3d61592","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":99,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"279fa3ea-60e2-4ce1-97ca-95f1d4191ca1","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":99,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"6eec959a-a4cc-4238-974b-cea7c41ff7da","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":99,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"9adee276-1dda-472e-a1ac-c479c1749867","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":99,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"911e3fff-e4e1-4488-9bad-fd1a8d181ae3","block_type":"box","text":"Capital structure","page_number":99,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"a2920791-f35c-445c-86d8-ed9e001e5aa3","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":99,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"86472b2a-2e7e-4e00-90fa-24643e3a72b8","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":99,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"69871707-8ad4-4823-b6e4-4358786fae5b","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":99,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"90db430e-c891-4fb9-8af4-795b4dc8c5cc","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":99,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"3d69d091-9396-4572-a736-9f2c74c9b690","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":99,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"44c43e8a-fe99-4ab9-9d4a-c930b0bc22d3","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":99,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"4417e632-30f7-42ec-bb0e-c03106998758","block_type":"box","text":"Share issuance","page_number":99,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"b136ed41-18e5-407f-a118-57542acf450a","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":99,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"9a672a84-0754-4ab9-b6c1-520e30ba2243","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":99,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"f06ff6ae-fb1c-4a8d-8a70-0730f9f60151","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":99,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"b6b53470-41d5-434e-a026-c4b3e1e4f156","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":99,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"babcbb58-336e-416d-9655-2862a8f46842","block_type":"box","text":"Share buybacks","page_number":99,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"5fafdc6c-525c-477e-9c8e-92314cfccb3f","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":99,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"70b58449-19c9-40ae-b4e4-e2ee63b19fee","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":99,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"66a2c950-159a-4560-a3b1-aa93bf414cfd","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":99,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"7f103c1a-6bd3-4d11-869b-2db8e7f6f7ce","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":99,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"328f0038-a847-4815-baa9-5cd51f417645","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":99,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"ab20ca55-f254-4774-8e8f-8aaee9374593","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":99,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"ad48a503-c0e3-4d5a-be66-2b37a052e216","block_type":"box","text":"environment.","page_number":99,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"fa8b780e-3a3a-407a-a90b-c8854f63a153","block_type":"box","text":"Dividends","page_number":99,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"4711ffcb-522a-425d-ab2a-1a05331d7b41","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":99,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"7acb5ab2-9c0a-4e7b-8f09-32e43cbdb3dc","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":99,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"1b3303a2-4665-48de-9ee2-c0c920dc1ada","block_type":"box","text":"Differentiated voting rights","page_number":99,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"8bfd92ad-6dc5-4b14-bcf1-339623fa4566","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":99,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"4c601bd2-e07b-41a0-8f95-a5a2b681104e","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":99,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"bc96eb12-37dd-4e61-95d0-c243414503f0","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":99,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"7521eef1-8f8d-4a66-b329-28a36ca5d0c8","block_type":"box","text":"periodic basis.","page_number":99,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"54b9a967-7af5-4f8d-9230-4df4c6141629","block_type":"box","text":"Transactions and special situations","page_number":99,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"97e0238b-640a-41b7-a3b4-aa2424c03092","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":99,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"c562653c-0db3-46db-ab0c-116afb1a4764","block_type":"box","text":"proposals.","page_number":99,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"cc8befa8-27f6-4df9-95ae-852df95740a9","block_type":"box","text":"Mergers and acquisitions","page_number":99,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"eb176f8c-736c-4da9-948f-a99957d4e490","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":99,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"d8418015-927e-48e3-80b9-f317269e4874","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":99,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"c82add81-f50e-47f1-806f-63f72bc50871","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":99,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"6dd9c332-f703-40bd-847d-749d0aad121e","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":99,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"85ce12d5-934e-4783-9499-aa6df07b3d47","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":99,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"d29ba931-3eaa-4ae3-b299-50efac364811","block_type":"box","text":"shareholders.","page_number":99,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"5b714c61-ff5e-478c-acc8-3bd11e5babf6","block_type":"box","text":"A-10","page_number":99,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"c3077d92-faca-4a31-8dff-14622a5cd04b","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":100,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"ca5ee5fd-7bac-4497-95e8-285df6f74939","block_type":"box","text":"Anti-takeover defenses","page_number":100,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"86c1535a-34eb-43bb-8a78-87771eba5dc2","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":100,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"6d87ce45-7e8f-423a-9f65-2422acd173f3","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":100,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"f76ff578-07b1-4b3e-a648-757947cb52dc","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":100,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"f2cb73aa-56bd-41bc-90c3-f9f1fabdb92d","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":100,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"eeb8de8f-a7af-4253-9c00-3e5208f031a0","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":100,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"6ae81061-a77f-4ad3-a12d-4852d8ff269a","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":100,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"b37debae-db8d-4ba9-b5ff-02af63a6a29b","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":100,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"c0ad26a5-b458-4bb6-8030-8a5fbed8bab8","block_type":"box","text":"12 months.","page_number":100,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"c167053d-3583-44cb-98e9-728f5246b312","block_type":"box","text":"Shareholder activism","page_number":100,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"9e17a13c-05c5-401d-8d48-87736b456704","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":100,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"ffa31b2b-e8b0-44a4-bbb1-96410bc9eaa9","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":100,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"1ec0f740-f2cc-4dd0-92a3-218b319945b0","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":100,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"ad651e47-8b80-4e78-888d-b51500696738","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":100,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"14ff5010-3dd9-46ff-9f96-c250fe995581","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":100,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"88d3fbb5-fb5a-4f08-bc1f-f7bca8a7f45c","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":100,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"1d4bdb93-8178-456a-afa5-daf206a2e42e","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":100,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"817dd1a8-8eaf-43d3-9df9-2888dbfba5c0","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":100,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"4d147c24-3193-40c3-ab87-be3469c1f174","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":100,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"41155635-631f-4b08-b370-dde0d6ee4314","block_type":"box","text":"interests.","page_number":100,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"954c773e-6529-40db-95cd-9bb893a6bdac","block_type":"box","text":"Significant shareholders and related party transactions","page_number":100,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"2a600daa-906e-4dd9-9d2f-46967ce2eb24","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":100,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"340a3cb7-e046-4854-9685-c2176ecbb65d","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":100,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"0496dc44-be32-448c-befb-2fdc269295c9","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":100,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"1a7cc855-7967-4917-8af1-4c8268a4cde9","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":100,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"6c9f51b7-3b46-4de1-97f6-3fdafb80522f","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":100,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"23338c3a-dc90-4438-a9f6-a0cc890819e5","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":100,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"382f50cd-0eea-408d-8afd-d8d117612311","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":100,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"e887f423-0f68-4806-bd4c-0e8374932466","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":100,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"a968ce07-c35b-4b3b-adf7-451319049fa1","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":100,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"1d322968-42f4-46ef-8c08-70967e454bd4","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":100,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"c8880f97-b32d-46b9-be3b-d86b4b046f36","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":100,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"51efafc9-2888-42f8-b98c-99541e090a32","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":100,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"e2b3ace9-4006-4c0e-8a39-a57609fe82dc","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":100,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"15b84d6a-f2a5-4d78-9a27-8bebe066cc24","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":100,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"3fb52afd-9895-4ba8-86f2-1eda03c7ba8f","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":100,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"f2438c1c-68f1-4d63-9edc-4bea8f49c019","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":100,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"43fb0b69-c91e-4003-b800-5738f0c53f14","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":100,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"a8fb5204-0d34-413e-a622-de581661c47c","block_type":"box","text":"and the implications of these, disclosed.","page_number":100,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"a57f8752-cb56-4660-8f92-7cb2813b594b","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":100,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"c06b2f30-e2f6-40f0-ac41-7311dc52bb52","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":100,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"64f9f392-e645-4190-866c-d44614630936","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":100,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"b83ff3d6-9ddc-4817-8c21-015eeab9b9e3","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":100,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"b57cd34c-1ee9-4c70-918b-30cf3e2267a0","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":100,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"3d3f4107-7a6b-40ed-a1e0-63191faf9f0e","block_type":"box","text":"external audit process annually.","page_number":100,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"e9256ad4-b24d-4e64-8a6b-524af0864b04","block_type":"box","text":"A-11","page_number":100,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"bc3b108e-ee37-40f7-a6c1-e20f6b9b0035","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":101,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"719bd033-86fa-4882-9bb8-3eb513bd7fcd","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":101,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"8b2d0472-0a59-4a93-a446-3f6dfeda7318","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":101,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"0b2c6154-e208-4bdd-80ee-b79de66fe55a","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":101,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"b69b2259-4e18-4aac-a5de-0fbbaa3ee21e","block_type":"box","text":"preparing such reports.","page_number":101,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"ac4f342f-25d6-47e3-a471-ea13b4b4f401","block_type":"box","text":"(9)","page_number":101,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"2d7f5c9f-4785-4433-90cc-3a7eaae38a5e","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":101,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"dec85c1c-5f65-45eb-879a-9abc3210913e","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":101,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"646aaad0-b33d-4d52-bc94-918cfd041e5e","block_type":"box","text":"(10)","page_number":101,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"f6201bdb-87a1-435b-9b9a-a7fc1deda2a5","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":101,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"ec626861-f8c1-4717-a8c2-9079d11d8c7b","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":101,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"ef4aaf6c-2842-4dd3-8cb2-7ba179e610c5","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":101,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"96389f82-32ae-4637-9483-287dd1e17ed5","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":101,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"b532baf8-4a7e-4ee9-b531-e49a0b201f00","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":101,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"b2c1fa36-a8ec-467a-b9ed-619581a5c30d","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":101,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"ede4b517-5def-4b6b-9a66-b3616707f0f3","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":101,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"5ef5b987-1148-4d5c-b3b3-06bce48bde78","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":101,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"41b265cd-04d8-4041-b9aa-c3e0baeb465e","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":101,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"d870ee5f-c648-458b-8b88-118368cf2a57","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":101,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"eaaf3c56-08c4-4813-b192-351c5c112b6f","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":101,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"ab828cad-6480-4f7f-a744-b8895b98d4fc","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":101,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"5ce27546-a41d-436f-a371-2052a566c6d4","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":101,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"ad1f47d6-0476-4c90-a85c-ff16c64b0089","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":101,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"65fae9f7-50c0-48b4-8ed6-93b72564cfdc","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":101,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"d0e25bbf-1b4a-4033-9fa7-0b4e3f6ff331","block_type":"box","text":"has not established reasonable remediation plans.","page_number":101,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"7ac71c62-b69c-4b41-af66-21259adb0ce1","block_type":"box","text":"Shareholder rights and protections","page_number":101,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"09738617-c8af-413a-8c22-e81fb5e7b076","block_type":"box","text":"General shareholder meetings","page_number":101,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"c69bedbf-0ff5-4365-a467-18882ed6a70a","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":101,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"261257c0-8d94-440d-9136-f0a7dcec1abb","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":101,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"02030b88-004f-4cf9-a022-8f09a628c12d","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":101,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"273c6c62-1cb6-4759-9a4c-e04ea81e5767","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":101,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"2141912b-a47e-4e50-a26c-be85e2903d4a","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":101,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"09d45f67-7975-4909-96c2-655177f7c4b0","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":101,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"d3aae65b-0487-48cb-91b2-a00d29595efc","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":101,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"a75962f1-bf58-4601-84de-f72cfd6e1e77","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":101,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"6d8680d4-d93f-4ed8-acdf-c5983e5d1d70","block_type":"box","text":"Bylaw amendments","page_number":101,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"adeb08ae-31ac-4c42-8802-baa1b569c5d4","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":101,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"81be0564-8f34-46cf-9851-167ce809f4fa","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":101,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"9168b3dc-298e-4b95-b583-78328d7c50c8","block_type":"box","text":"to a shareholder vote.","page_number":101,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"60d67194-d5ed-47d2-a71b-f656f6d8d22e","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":101,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"0f46f7ea-6212-416e-a5fc-cb6be8369ee0","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":101,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"d1d8394c-0dc2-4779-b722-964a15761540","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":101,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"3208ac1f-92bb-4be3-936f-9763f8f07f98","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":101,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"a7c31818-73a3-48dc-bb7c-2840ffede775","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":101,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"e6639e92-25dd-451c-8510-84ff1acdc402","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":101,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"9c910597-a5ec-4553-96e7-8c9e7fa9e766","block_type":"box","text":"IFRS","page_number":101,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"cb9caf63-2546-46b7-91ae-0fcbb8d0318e","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":101,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"f403510e-859c-4268-b7f8-37590b887da1","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":101,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"40114a2b-5b27-45a8-959e-1c282dfbf767","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":101,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"3510ee0d-f6da-40cd-8322-da3bdc91cd50","block_type":"box","text":"andards/ and","page_number":101,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"aa538376-32b9-4a24-9169-2c5334c4b709","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":101,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"323c8521-fad5-4d32-afc2-bca80a90f45a","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":101,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"42d77334-bea8-487f-b9ad-daa3552ce219","block_type":"box","text":"A-12","page_number":101,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"66b1d96f-1893-4caf-a9b8-016dbf205eb0","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":102,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"2de4553f-4007-40e0-95a8-f9c89b2a7d4c","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":102,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"f2baf4dd-f471-48e6-aaa8-f41f80ce3445","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":102,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"71109aa7-2717-4bc1-8e4d-e1189bc417c1","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":102,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"2e6a4dac-a3dc-4525-9698-d395e99da7a2","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":102,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"c8665511-a902-417b-bef0-bbe88ebf1eae","block_type":"box","text":"Change of domicile","page_number":102,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"399bc0a1-a865-445b-ad05-fcfb751ff6c9","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":102,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"6a0817f3-86c5-42fe-8348-186442c9d3b2","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":102,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"40ca4790-fa77-45c8-9a22-1640685791a0","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":102,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"fdcac83d-0168-4972-8ec2-6836a5330d19","block_type":"box","text":"financial interests.","page_number":102,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"7d25ff03-c867-4f5f-98cc-c2d09fa85b7f","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":102,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"9b57ee4e-42e4-4c80-807e-32dcbb711e12","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":102,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"4ea11abf-63e5-4011-a348-64f85fe39690","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":102,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"84ea245a-212d-437f-9494-b06b406dbc5a","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":102,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"66496a03-ff6f-4d87-9f39-532e3b1387d2","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":102,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"78b90ee7-83cf-4bae-ba69-54fd1f1f6abd","block_type":"box","text":"not provided a credible argument for change.","page_number":102,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"cfafe10a-449e-461a-bc1d-cc9c95e87226","block_type":"box","text":"Shareholder proposals","page_number":102,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"dd4bb14e-826e-4652-b874-db7a562bfded","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":102,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"fa563ee7-4f3e-4f72-8e5c-fbb636c35c13","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":102,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"5d3460fa-72f6-4281-a87b-9168206526cc","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":102,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"8de0ca77-2f7d-41c7-9a9b-ff15960381d0","block_type":"box","text":"business.","page_number":102,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"5c5f3cd2-5909-4448-970b-c11a92045059","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":102,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"98c28597-b0b5-4ab5-a3d5-b0c111792dfb","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":102,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"42533f84-09c0-443e-840a-984831466d8c","block_type":"box","text":"being acted upon might have on financial performance.","page_number":102,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"01a4eafa-83ba-4044-96a3-b41f014da8b0","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":102,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"e09c99da-2c84-4e82-acfe-04a032893582","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":102,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"9275edf8-80aa-4371-be5d-c34626a1bc1d","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":102,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"6802fb7d-0fe5-4d1f-a42e-6c69d46ac1b0","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":102,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"4233d7c0-28e5-4f88-90d5-f9cf3a7c037a","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":102,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"326224a2-5da6-46be-98ef-7b1a7d3188f0","block_type":"box","text":"generates financial returns.","page_number":102,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"c74c1822-6867-4b1e-9802-dee3bf923b3e","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":102,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"a0fa7018-892c-4237-a7e9-4b083dcfd37a","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":102,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"9252333e-cb60-4d1a-9c30-5c9ede6309a7","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":102,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"8d1ba384-e699-4a8c-b009-92e5cc4b2976","block_type":"box","text":"on proposals put forth by others.","page_number":102,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"952cf126-129a-4c03-9ecf-56bb674086e4","block_type":"box","text":"Corporate political activities","page_number":102,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"d15eab10-ca5c-4c9b-b3d2-0668885209d8","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":102,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"fd355d72-0b1b-41a9-b4dd-4dd9fae0ebc6","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":102,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"8a24d635-b03c-4be0-8151-4a5f1967dc9c","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":102,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"23b76d85-0768-4f81-9330-b4f84cad8421","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":102,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"720291ab-a23b-4098-a427-5ea069b19d97","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":102,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"dbafd200-4dd8-44eb-bdd8-4bdbfcfb00e8","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":102,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"b9916f71-c170-41b8-9931-d655f9e39078","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":102,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"c641a39c-8717-45f3-953e-9c64d404fe44","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":102,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"b57d35e1-8b91-447f-856c-977a748fdb54","block_type":"box","text":"A-13","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"929565e1-68e7-40c3-93c6-602bba957463","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":103,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"863b1161-c012-4f0e-8eed-3e2dffcbb205","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":103,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"43b9c3ae-4d2c-4794-b6bc-cdff0d18f95e","block_type":"box","text":"associations on behalf of members.","page_number":103,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"6569901b-935c-441b-ab28-16b48f460d85","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":103,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"6699684e-38a6-414a-8bc1-7ac94d6e1fbb","block_type":"box","text":"address the material risk it has identified.","page_number":103,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"2a5a2162-1911-4a18-b30d-a6d475f60569","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":103,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"5657b584-1587-460c-b502-1719808ca4f3","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":103,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"07d2b459-ba13-4edf-b3de-6af3336a8a54","block_type":"box","text":"our experience, sustainability-related factors","page_number":103,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"226b039c-8e8b-4302-88ff-ef983573a682","block_type":"box","text":"(11)","page_number":103,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"9bf28370-a1b6-4bc0-9610-cbc5c223f728","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":103,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"584d9f40-ef55-4636-be8b-57b4e859a849","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":103,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"f54d61f7-ba92-4738-9624-7386948456f4","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":103,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"2f09ebe7-fdec-40dc-b83b-4b382804a26c","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":103,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"f449084e-ea40-49a7-be87-ad10d3f72173","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":103,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"9d3b710b-2325-483d-9c70-8888bf9c91af","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":103,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"a32d69ad-f41e-4d37-a331-c525c9ad3924","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":103,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"09cc974b-e364-4de3-8a71-31286c7ad2b2","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":103,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"7c50ef83-641c-4e5d-a765-0c1248ce4701","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":103,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"d2c408ac-dc15-4bf7-addb-81da3778dcc4","block_type":"box","text":"investment.","page_number":103,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"822800f5-047c-4a71-9a60-2eed8b5ae43d","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":103,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"f4bcce30-43fa-435a-bca2-fbfeaaaa0482","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":103,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"9cc4319a-fa24-412c-98d3-5876d654e50b","block_type":"box","text":"Key stakeholders","page_number":103,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"631c5865-9425-4d55-8f93-c997bf1d89d8","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":103,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"c1336ce8-f161-42f9-b810-b465efd8def2","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":103,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"c2e57840-b6a7-4312-ac96-0038fafb8a2e","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":103,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"1e212c96-92ab-423c-a3c8-20cc1ddab7ce","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":103,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"448a1ec4-629e-4d5b-9a62-6364fcf562e6","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":103,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"82883aaf-434d-45ad-b20f-09cba25a0bde","block_type":"box","text":"be financially resilient over time.","page_number":103,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"35155775-1ace-492e-88d4-b04fa1bee886","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":103,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"dd14938e-0cef-44c9-9a4e-a5f735327e5a","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":103,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"91feee64-713e-425f-babe-4e42f1d2bb0c","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":103,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"4f8b7280-257a-4638-9129-8de9062827fd","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":103,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"dae41791-ed69-4620-8229-5dc26958a8b9","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":103,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"f5560986-a1c2-4e8a-9732-2df00e068df6","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":103,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"d6109137-fd08-48c6-a2d6-452357bfbc23","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":103,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"ff0dd5e7-5282-4695-99bb-eb639cdc3fdb","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":103,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"aeb2332f-8c6c-46ae-8e90-3c35cc3504bd","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":103,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"c1851be1-0808-40c0-bce8-5270cde924e2","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":103,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"0f6594ca-bb32-4cd3-bbb3-d1d796c49ca9","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":103,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"83a279fa-4f4a-4b9f-abe7-ecda623cd257","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":103,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"72d405e1-d243-4a5a-8a60-4aa14566a150","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":103,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"4186d054-1a9e-4439-b907-93baa51db89a","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":103,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"ebe11259-1f79-4ebc-a26c-578a71f96455","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":103,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"321f52bf-935a-44af-ab0e-0bce4f1c89e2","block_type":"box","text":"del that","page_number":103,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"f2142a99-8fa7-4e76-af6d-d1ece831b0f5","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":103,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"64970eb3-ce11-4258-ac93-cbfe065b4a13","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":103,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"de0b731b-4ad9-4cd0-b624-13837662bbf9","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":103,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"04429e9c-a49e-456e-847f-cd7899701679","block_type":"box","text":"e","page_number":103,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"1c02f548-c92d-4f60-a931-0b7d71cb2d5b","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":103,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"6be560e0-22fe-40be-90e3-14537c11ede2","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":103,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"779794fd-1a76-48e0-886a-36fc11b92d46","block_type":"box","text":"onsider","page_number":103,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"9414859c-f4e8-4ef1-9975-fb1af8735a31","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":103,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"6745b8d2-511f-4b5b-aa9b-b16afb7d10dc","block_type":"box","text":"A-14","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"f2f82ec3-03d7-4171-86e6-206483b4dada","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":104,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"c4ef90b5-7643-4aee-b517-e39b0676bd10","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":104,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"25cd93dd-ed10-47c4-aa53-4f07c39fd4a2","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":104,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"4ab8ced4-c34f-4bcb-bd7b-ee76cd5fbf8f","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":104,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"adc3850f-5dd7-4b66-91b9-92458bd2fcf3","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":104,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"59e972d6-0a8c-43a6-bdee-54dbca5ef9a3","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":104,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"7ac0df01-632e-4620-ab7e-3f32eadfd955","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":104,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"4330a75d-135a-4503-9a85-d365536fc4f7","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":104,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"61e543b0-497e-435f-a604-300448ff8c3b","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":104,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"fb6ab831-c958-45e7-8f33-54ea2d303b1c","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":104,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"149d144f-8f27-4cb8-a6dd-3e720e47f06c","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":104,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"73491ce6-9311-42c6-a21f-46daa3ff56a7","block_type":"box","text":"guidelines.","page_number":104,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"8a0efe0f-8104-4cda-8fbb-00bad3ad61ef","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":104,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"97dc8159-e3bb-47f4-86cb-e0ad40126e02","block_type":"box","text":"strategies","page_number":104,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"3c51bcb6-7e9e-4abf-b680-3fabe3ce0076","block_type":"box","text":"Oversight","page_number":104,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"9af73758-6c51-43ae-bea7-0f75501cf492","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":104,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"49279d8b-d593-4724-acca-bd423bc9082f","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":104,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"fab0b72c-f535-496a-89b8-804a0376753a","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":104,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"c9c92d09-f056-48e8-a61a-3323e89bf36b","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":104,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"e30e5160-9bf8-4b57-b365-c933342f0394","block_type":"box","text":"reporting lines, and oversight.","page_number":104,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"07fba6a5-db36-4ee7-8183-64e00f95c089","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":104,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"e18d2475-952e-463c-bca6-88aa16d07987","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":104,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"ad344ed3-fb08-4df9-8d17-c1194d9565eb","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":104,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"99450360-fe6f-495d-b652-06acdcb25003","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":104,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"54ef1a7e-8acb-4555-abfc-aafa164c5c15","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":104,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"7c901a7b-6f78-439b-90a6-62f3d61b7e7c","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":104,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"bdea9d10-6def-4312-b731-e23591b32758","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":104,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"42fb8dd1-4363-4784-9bd2-916e2ac6ffd2","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":104,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"8ffce58d-4d6b-4bb1-9cee-79d92bb34380","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":104,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"41936281-fc91-4aa7-8078-5a10d823e2f4","block_type":"box","text":"Voting guidelines and vote execution","page_number":104,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"197d3a15-6822-4158-bbf3-61d41053e898","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":104,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"93912859-888b-4b55-ac8a-0a99b3a90247","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":104,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"5ac701fa-215f-4dfe-a8ea-64c6f78df344","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":104,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"5fb45f0b-7167-4a96-8127-0aead2d02806","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":104,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"9af1939c-3ff7-47db-be90-dfd74927f4d8","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":104,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"c135e1d1-1a32-43ee-8a4e-81cfeca35a6b","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":104,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"c528f383-60ba-4efb-ba65-e266ddf0c855","block_type":"box","text":"below).","page_number":104,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"e115d37b-6e81-416d-957c-1686c77e6614","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":104,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"58bc6c18-964b-4c39-8f2f-4f0d6d6e45f3","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":104,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"e4604e5c-9c98-4d8e-b8d2-9ce51e6bf308","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":104,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"6fd959c9-898b-4393-addd-b852f035d2e4","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":104,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"dc337344-cbf9-4c59-a8a1-b44c8024d865","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":104,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"b0eda38a-4765-4b6c-97e3-21ef23d0ead0","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":104,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"96c8159c-5f4a-4600-9504-480968c54cec","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":104,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"2c36af54-f52f-4469-8cba-b60f1029be03","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":104,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"01843b0e-afae-45c8-876e-31de466c363c","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":104,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"c0aeb0d0-304c-4167-9620-80a699a87121","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":104,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"71803c96-6deb-4880-ae52-69ddc0159cc0","block_type":"box","text":"A-15","page_number":104,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"02236cac-acd5-4f56-8f28-1be93d1ac7f1","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":105,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"bf2c3f4d-f84c-4a45-a64f-80511d298699","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":105,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"ffbf6357-2e57-4582-9ae3-d095c74be988","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":105,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"3db36478-1f66-412e-b40c-62de14a18357","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":105,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"0d6ca89c-d701-4433-83f7-941120b76a5c","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":105,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"fff153b9-89b6-4cb9-a0be-5e1fa74c1704","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":105,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"027e2763-9415-48d6-8e60-d39387d78d1d","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":105,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"c51338a3-f0ea-4e13-a69b-2006b964644d","block_type":"box","text":"burdensome administrative requirements.","page_number":105,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"63754ac8-1fc2-4dbf-b84e-016b525f21d0","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":105,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"e54aef28-d3fb-46a9-910e-65b4ca891b73","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":105,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"a044dd18-986c-4a1c-b220-9e13b5f57103","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":105,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"788b8f9c-a3dd-4c33-8600-6d9cdb5a7a74","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":105,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"c23b0bb5-ae4c-485b-9bd2-956fd1d6f20a","block_type":"box","text":"Voting Choice","page_number":105,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"ddd9936a-ff05-4688-bfc3-ba43a80bd134","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":105,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"0a0d642c-ee9e-415f-a243-bb876cc41b35","block_type":"box","text":"voting process where legally and operationally viable.","page_number":105,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"a9a91ebd-709e-49af-89b7-4c19d5d1cb6f","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":105,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"98ff8b0f-b3dd-4632-9a6c-127d82e57a3e","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":105,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"37b3e325-1b9b-4e5a-bda9-5c1987ec1359","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":105,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"170e66fe-4b31-4ba5-a9c1-f4c0cf1209e9","block_type":"box","text":"(12)","page_number":105,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"1850255d-5900-4d53-982f-ffc2da8082a9","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":105,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"934a3e10-22eb-40fa-9857-4d47b5cfebda","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":105,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"723e4896-ff7a-46b3-b15f-d02b9731b604","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":105,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"d81558d6-278c-43d9-bd67-45c914864b57","block_type":"box","text":"because of Voting Choice.","page_number":105,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"d710cd34-be8b-4d41-a420-9223374c14e4","block_type":"box","text":"(13)","page_number":105,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"054f08f0-c1ca-45b4-9b44-b30563bcbbd8","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":105,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"9fb42c1a-a9d0-4362-83c1-9207e3771265","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":105,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"76ed24e9-ce00-4162-8ab5-51232be44a55","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":105,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"2221c280-62d9-4ba6-8a62-4c131ea06477","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":105,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"16dca398-22cb-4a19-acc0-769f43cdf392","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":105,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"24e88988-d929-4a4e-9357-5d3c6f2b5823","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":105,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"c9ea6f44-bb12-433e-aa1b-311e32e7f847","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":105,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"053ef25a-0c4e-4177-aef7-8d3985fcfacd","block_type":"box","text":"on behalf of clients.","page_number":105,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"5663b63b-29a7-4b57-9a46-933de7d6286b","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":105,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"7c2a10ad-dce2-489a-8445-7472a5d3ba95","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":105,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"155e97ef-66ba-45ff-9b7b-25d6a286fbbe","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":105,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"b2a483d0-7677-458b-a08c-51bf89848aa3","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":105,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"1892363f-0eaf-4679-82bc-0ca0ff3071e8","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":105,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"a95e7a92-0534-4d7e-9cc7-f36d1a4eb69a","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":105,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"e26060eb-cbc6-4c23-a39d-7b0d2a93fe3e","block_type":"box","text":"materials that may require a modification of votes.","page_number":105,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"791f9363-76f2-444d-ac37-44c099289383","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":105,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"0330eed8-c29f-4d92-8eba-577cd2ebb722","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":105,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"fbec009f-226a-49a7-8eb5-5c6ec43e3848","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":105,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"c56a5df5-4a87-4aa4-8349-04b09a6f9c0b","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":105,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"aa9b3cdb-bbf0-47b5-ace7-c7510092b7e9","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":105,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"0ea722e4-309c-488f-8c32-1cc5ee42ed24","block_type":"box","text":"heir","page_number":105,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"0c4abff6-fa3c-46a8-ba3f-2992f4b02093","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":105,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"0c5f1220-93ca-4c4c-b83f-7a1d9544620a","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":105,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"abe3435e-de9b-413c-b6d9-666ce5e687a0","block_type":"box","text":"A-16","page_number":105,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"8f93618d-23cb-498c-aede-d1eb1ddaa61a","block_type":"box","text":"Conflicts management policies and procedures","page_number":106,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"ad1c92bf-230a-48ee-bb27-6db581708e2c","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":106,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"e48016d0-8028-4892-81f2-3983a149d8c6","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":106,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"6620dd6f-0a78-44a3-bcaa-dfe164b2e5eb","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":106,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"c6b6fc4a-0f93-42de-a00e-19c57b6a1c00","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":106,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"445fe1ca-e692-48c2-b2db-b2924c297a1d","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":106,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"25de0428-4018-4c66-b564-6219b6d08a97","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":106,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"778f084f-c734-4546-9b1a-d6f10ac2ab30","block_type":"box","text":"resolutions","page_number":106,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"f96d0f63-bca2-44b7-a445-689e08e0259f","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":106,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"cc2515f4-4af4-4b36-a4a4-bc8c5c3086f5","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":106,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"efbcc3b7-5bed-404e-a582-c5fa9a454a8c","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":106,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"053afd05-43de-4e0f-a60c-0002c3da8f4c","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":106,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"9534ae60-5fbf-4b90-98bf-52dd151380d1","block_type":"box","text":"managed by BlackRock","page_number":106,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"79f21780-23c1-420b-adb1-313736305c31","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":106,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"9d3340ff-14a1-4f30-99e0-276bca3937a3","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":106,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"9fbc7a71-7c0d-4e9e-aa12-564c11359671","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":106,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"7315e88d-59d4-40f4-a6bc-60295d90382a","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":106,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"67d225d6-3426-45e1-a50b-0261c33d6df4","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":106,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"43912191-a835-4421-be4b-3af65c68c33f","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":106,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"c9f8f141-ce54-47cc-b564-e96483126dc7","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":106,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"b0e5e359-058d-4cb8-acc4-10641055d264","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":106,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"a9e41929-3e68-4dca-95a7-9ce073adb6e5","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":106,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"8b2bf0df-4603-4af1-af27-b5c5e60556e9","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":106,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"e1b5bd9e-7c5c-4bed-af6e-c9cabc0729f1","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":106,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"53a7777d-1f04-461a-899d-5e7ecf643efc","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":106,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"8cc3597b-d386-49b9-99ac-cedcf574dba4","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":106,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"87df0fad-dea5-447a-bd12-b9cdc1721913","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":106,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"47ae0dff-61ed-4eef-b5df-56d1cb54916e","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":106,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"a7ada11f-93cf-49a3-aed8-3be127668c3a","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":106,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"11ef27e7-c9fc-4fb5-a467-f80036db343e","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":106,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"a90fed3f-83e6-4df9-bd25-d69952a8a217","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":106,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"3f4d8bd5-b18c-4e2a-b88d-fcf26850418a","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":106,"box":{"x":125,"y":603,"width":790,"height":13}},{"id":"7a5f14e5-fe72-4476-8ace-3ab4317eb05b","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":106,"box":{"x":125,"y":618,"width":813,"height":13}},{"id":"cdb62ecb-979f-464b-bc33-faa465e837f0","block_type":"box","text":"or potential conflicts of interest, including:","page_number":106,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"604d2057-1a98-469a-b220-35ccacaf0f39","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":106,"box":{"x":157,"y":654,"width":593,"height":12}},{"id":"4b434c9f-ed1e-4a2c-9ef6-540ddab62d21","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":106,"box":{"x":157,"y":674,"width":762,"height":12}},{"id":"18b2caf4-9522-497d-86f9-2e2de7ed5a28","block_type":"box","text":"the board of directors","page_number":106,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"90ed9151-21c3-4c44-9cee-8a453e1902df","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":106,"box":{"x":157,"y":709,"width":647,"height":12}},{"id":"16063a75-d468-4199-8034-c17e4c5afce2","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":106,"box":{"x":157,"y":729,"width":514,"height":13}},{"id":"a2d5c2fd-6961-4783-908c-2688c1e033f5","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":106,"box":{"x":157,"y":749,"width":765,"height":13}},{"id":"a4ac26a9-e1b1-4aa4-9d58-b7c328156564","block_type":"box","text":"party voting service provider","page_number":106,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"0c7ea585-6f69-40df-8a8e-3304774ed1b6","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":106,"box":{"x":60,"y":791,"width":873,"height":12}},{"id":"09e1ef26-8155-4f31-a12c-9f047f4f0185","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":106,"box":{"x":60,"y":806,"width":826,"height":12}},{"id":"5e096cfa-7cbf-4321-8e64-6fed3e725516","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":106,"box":{"x":59,"y":821,"width":837,"height":13}},{"id":"52f6cdc8-3cd1-462a-895e-1467855c8c58","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":106,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"8151c50d-bf71-4b07-8fb2-6cc2a2840b48","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":106,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"24f177d4-797e-4b21-98e5-d477a72b48e0","block_type":"box","text":"A-17","page_number":106,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"11e08f78-ffa4-45be-b230-6c4333695052","block_type":"box","text":"Securities lending","page_number":107,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"4369d7a5-d818-4825-9882-1fd36b058d8a","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":107,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"a6ddf415-1b6a-4eed-b925-97fc6e1ad531","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":107,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"13b69bdf-d38a-43f7-8573-f1c30fa11c06","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":107,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"a265ff63-de42-406f-8a58-644ec5dd8465","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":107,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"2b88c4b6-c04d-4509-8dfb-0a1194d0a49d","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":107,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"dd52e65f-3b6d-4457-a802-97eaef5699d2","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":107,"box":{"x":60,"y":180,"width":853,"height":12}},{"id":"f24f2ebb-5c0b-45f7-ac04-41ebe3e41c4b","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":107,"box":{"x":59,"y":195,"width":837,"height":12}},{"id":"ead78d18-3b70-42bc-a2ec-52b546aab64f","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":107,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"6b928847-f391-46ad-a810-03266d821edf","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":107,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"3735fa79-82a4-4190-9217-a7676086f029","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":107,"box":{"x":60,"y":240,"width":850,"height":13}},{"id":"829c89e8-5fd8-4908-b38d-7bf2445d15d6","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":107,"box":{"x":60,"y":256,"width":313,"height":12}},{"id":"7fa217fe-2d8b-44b2-8a65-2cdeb09371b8","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":107,"box":{"x":60,"y":282,"width":851,"height":12}},{"id":"23505928-b412-4856-bab9-b075dd25c7e5","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":107,"box":{"x":60,"y":297,"width":816,"height":13}},{"id":"e4af0105-f03c-4759-9510-5b6727ee5d2f","block_type":"box","text":"business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would","page_number":107,"box":{"x":60,"y":312,"width":866,"height":13}},{"id":"4cb7f4a9-0ef1-41e6-b4fb-9401c52125a1","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":107,"box":{"x":59,"y":327,"width":371,"height":10}},{"id":"2d90ae3e-6bdc-4c5d-8f8c-76fb65638257","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":107,"box":{"x":60,"y":354,"width":840,"height":12}},{"id":"9ea1b3de-2195-4649-bf80-31319f32821f","block_type":"box","text":"modify it as necessary.","page_number":107,"box":{"x":60,"y":369,"width":156,"height":12}},{"id":"46b7d685-ef92-4162-8ae7-33f81b9dd915","block_type":"box","text":"Reporting and vote transparency","page_number":107,"box":{"x":76,"y":395,"width":236,"height":13}},{"id":"9aff9da2-73a0-464d-a2ea-4604cbbeca14","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":107,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"cd482828-42dd-4c62-ad73-c9e06ff534ce","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":107,"box":{"x":59,"y":437,"width":758,"height":12}},{"id":"e9c1eda0-65cd-43e5-b6e3-3fa3cc28db05","block_type":"box","text":"Want to know more?","page_number":107,"box":{"x":59,"y":463,"width":149,"height":10}},{"id":"13d1b09d-8d2b-4a63-a887-a3fbc6670614","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":107,"box":{"x":60,"y":490,"width":511,"height":13}},{"id":"6a2338ff-173f-4d5a-94d9-bb2e861300c6","block_type":"box","text":"The document is provided for information purposes only and is subject to change. Reliance upon this information is at the","page_number":107,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"69905ee8-9580-4e36-9916-4e329c15b646","block_type":"box","text":"sole discretion of the reader.","page_number":107,"box":{"x":59,"y":531,"width":197,"height":10}},{"id":"ed2f4324-c6da-4d37-a14b-37f6417ff796","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":107,"box":{"x":60,"y":558,"width":190,"height":12}},{"id":"f0b960b0-228f-49e1-8696-b243881b1bba","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":107,"box":{"x":59,"y":584,"width":290,"height":13}},{"id":"20c76dcf-a9ea-4af4-abcf-98327775758d","block_type":"box","text":"BLACKROCK","page_number":107,"box":{"x":356,"y":585,"width":89,"height":9}},{"id":"f0a6ea18-d08e-44da-a051-7a38503d79d0","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":107,"box":{"x":450,"y":584,"width":449,"height":12}},{"id":"f3292266-bda4-4f00-9639-3ace06f76994","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":107,"box":{"x":59,"y":600,"width":558,"height":12}},{"id":"6dfc5692-d321-49c9-8cb2-5dc491f7a7b7","block_type":"box","text":"A-18","page_number":107,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"052f5e51-a994-4ac1-bcbc-a9877d3f1558","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":108,"box":{"x":173,"y":67,"width":654,"height":30}},{"id":"33ae6b9c-f435-481f-b480-1cd7bb370197","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":108,"box":{"x":60,"y":111,"width":483,"height":12}},{"id":"9d70ed06-5ff4-4204-be29-3683819034cb","block_type":"box","text":"Effective Date: January 1, 2025","page_number":108,"box":{"x":76,"y":137,"width":218,"height":13}},{"id":"6b58cb2a-8f96-496a-998c-ee54afe55317","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":108,"box":{"x":76,"y":164,"width":275,"height":12}},{"id":"39f3495f-a54d-41de-a4a7-ff8ab637ef82","block_type":"box","text":"________________________________________","page_number":108,"box":{"x":58,"y":201,"width":327,"height":0}},{"id":"40dded79-a66f-485a-b8b0-7962b3ee393d","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":108,"box":{"x":59,"y":217,"width":507,"height":12}},{"id":"be45045e-bd13-4c79-908a-c71652b4899e","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":108,"box":{"x":80,"y":243,"width":391,"height":12}},{"id":"168dff01-6f51-43c9-b14e-bfe8b4fc3591","block_type":"box","text":"□","page_number":108,"box":{"x":59,"y":270,"width":15,"height":11}},{"id":"9ada1288-97d6-4bd9-bea4-27d8a051afd8","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":108,"box":{"x":80,"y":269,"width":595,"height":13}},{"id":"7634dfab-7386-40d3-85c2-6cd55cb18175","block_type":"box","text":"□","page_number":108,"box":{"x":59,"y":297,"width":15,"height":11}},{"id":"89cdab90-8f27-4a2f-9c5f-f38cbf00c061","block_type":"box","text":"Money Market Funds","page_number":108,"box":{"x":80,"y":296,"width":148,"height":12}},{"id":"b024c753-95e3-44b8-b762-b21c302f9eeb","block_type":"box","text":"□","page_number":108,"box":{"x":59,"y":323,"width":15,"height":11}},{"id":"f81a6b9c-843b-4837-8047-45ff7876b592","block_type":"box","text":"Closed-End Funds","page_number":108,"box":{"x":80,"y":322,"width":126,"height":10}},{"id":"6a56db84-a35e-4ecf-9201-b5453caceef1","block_type":"box","text":"□","page_number":108,"box":{"x":59,"y":349,"width":15,"height":12}},{"id":"931a77f2-4e1e-4d54-9c57-96496f8383a7","block_type":"box","text":"Other","page_number":108,"box":{"x":80,"y":349,"width":39,"height":10}},{"id":"86c07680-a80f-4982-ab30-08ec3817b5cd","block_type":"box","text":"________________________________________","page_number":108,"box":{"x":58,"y":386,"width":327,"height":0}},{"id":"15f4b289-94fb-42c1-ace0-2650b1785d20","block_type":"box","text":"Objective and Scope","page_number":108,"box":{"x":59,"y":402,"width":147,"height":12}},{"id":"91ffdf15-37ee-425b-ae1c-2d58cb0aee19","block_type":"box","text":"Set forth below is the Index Equity Fund Proxy Voting Policy.","page_number":108,"box":{"x":59,"y":428,"width":418,"height":13}},{"id":"e7d3be98-431a-49c8-bafd-00677905ea3b","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":108,"box":{"x":60,"y":455,"width":356,"height":12}},{"id":"a3bd01e4-56af-432d-80dd-a618206ef24f","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":108,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"ae485edd-1572-465a-ba7e-0ae6beb0b5f6","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":108,"box":{"x":59,"y":496,"width":835,"height":13}},{"id":"f492f0a9-a8fb-4175-9006-fa8c941e8490","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":108,"box":{"x":59,"y":511,"width":854,"height":13}},{"id":"61875ae2-cdae-483f-a328-99cdd7db5bc4","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":108,"box":{"x":59,"y":526,"width":878,"height":13}},{"id":"73ab5ed4-3691-47b6-a08c-1dd2d49cc9c4","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":108,"box":{"x":59,"y":542,"width":849,"height":12}},{"id":"bfc3c464-0635-432a-af85-5a5f37b80fad","block_type":"box","text":"agreements.","page_number":108,"box":{"x":59,"y":558,"width":86,"height":11}},{"id":"cbeb6933-889b-41fa-bab6-0afe8d4e6339","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":108,"box":{"x":60,"y":583,"width":876,"height":12}},{"id":"bffbdc91-f919-45db-86da-d747e008b26a","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the iShares","page_number":108,"box":{"x":59,"y":598,"width":843,"height":13}},{"id":"124f305a-5fd0-4f2e-ab40-d57dab25823f","block_type":"box","text":"Core S&P 500 ETF. In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":108,"box":{"x":59,"y":613,"width":822,"height":13}},{"id":"11a546aa-f837-4cc0-bc15-f4cac6027a70","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":108,"box":{"x":59,"y":628,"width":818,"height":13}},{"id":"a044d9b4-7725-4bc1-a328-92b2ad9b15d6","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":108,"box":{"x":60,"y":644,"width":689,"height":12}},{"id":"013eeacd-34b2-47bd-9fdf-b09ecacc64f1","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":108,"box":{"x":60,"y":670,"width":876,"height":12}},{"id":"40f08408-7de5-4e51-add6-be06b010cee4","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":108,"box":{"x":60,"y":685,"width":828,"height":13}},{"id":"7446aab0-d80d-4f85-ae1a-2a6e183e6639","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":108,"box":{"x":60,"y":700,"width":384,"height":13}},{"id":"549eb895-c73b-4eee-b801-826638d69967","block_type":"box","text":"Conflicts Management","page_number":108,"box":{"x":59,"y":727,"width":164,"height":12}},{"id":"ff6af4b6-e88a-478e-b0b6-7e84e2ab1ee4","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":108,"box":{"x":60,"y":753,"width":823,"height":13}},{"id":"9d5fcf3f-04c4-4406-88ef-a61f3d1e0978","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":108,"box":{"x":60,"y":768,"width":864,"height":13}},{"id":"c559d5f8-0769-49ab-90ae-dcd95a22ca3b","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":108,"box":{"x":60,"y":783,"width":830,"height":13}},{"id":"dbb45487-46d5-4d19-b489-7088f97372ac","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":108,"box":{"x":60,"y":799,"width":802,"height":12}},{"id":"830b8590-04a6-465f-ba27-2770003101c1","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":108,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"ff70dc8d-cc7b-4d15-a4e9-70d461160bfd","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":108,"box":{"x":59,"y":829,"width":635,"height":12}},{"id":"453a21d1-704e-4917-a3ad-060783334a2a","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":108,"box":{"x":60,"y":855,"width":757,"height":13}},{"id":"ec70eb7b-d1e9-43b2-9c77-684157d1b41c","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":108,"box":{"x":60,"y":870,"width":783,"height":13}},{"id":"8a2a2338-1ced-4c5f-b2e3-052e880205e9","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":108,"box":{"x":60,"y":886,"width":451,"height":12}},{"id":"a4fd8ac3-0190-4de9-9306-9b3e6f175a2c","block_type":"box","text":"A-19","page_number":108,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"241ca202-7cda-4eb1-ac08-0a89ee116ad4","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":109,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"db0f3130-6e9c-4d13-93be-dd7285fb954f","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":109,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"84d4b1f6-0c8f-4dac-8046-8ae75ae1ee00","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":109,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"8c686299-838f-485a-9f6c-84e5b9644be3","block_type":"box","text":"Reports to the Board","page_number":109,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"43827de1-57d4-4e54-a430-ee80104eb070","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":109,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"34952153-7fd8-44ae-9fa6-289c9d00b7e5","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":109,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"62704c96-e572-4a88-83ea-10aaa7083144","block_type":"box","text":"Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, as applicable (2) any material changes 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":110,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"0f34ff67-4765-4d4c-a752-5bfb7596836e","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":110,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"0c507972-bbe3-48c5-a6d3-a84a43103349","block_type":"box","text":"Key governance topics","page_number":110,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"73667d34-8067-41c8-8abc-08bf7e55df8a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":110,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"de7311b2-d85f-4e06-879d-cb1b1b2a3a9d","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-24","page_number":110,"box":{"x":140,"y":256,"width":718,"height":9}},{"id":"527d9756-76c8-4953-8f5b-10dca88b614f","block_type":"box","text":"Auditors and audit-related issues","page_number":110,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"b88e9ce2-a3d2-4153-91c7-68cd905f0010","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":110,"box":{"x":378,"y":275,"width":480,"height":9}},{"id":"330dc05f-873f-4abf-ad50-1c6afa6cc9e2","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":110,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"28485524-e783-4656-90a1-41d61fcc21cc","block_type":"box","text":"Shareholder proposals","page_number":110,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"dc293c70-5841-4187-94b1-1ac6444ae3d4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":110,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"d619a9a3-4733-4380-8f16-12854e9ee915","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":110,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"08ac9085-9f2e-42b2-8736-88eaeab4b4b3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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BlackRock offers a range of proxy voting","page_number":110,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"0f55ab94-705d-484c-9c2c-0dc9ca8e703e","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":110,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"08c9ffea-0b47-412d-a3e6-409ef890419e","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":110,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"b83e58e0-55d3-4fbe-8aa2-28a9f2e9e480","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":110,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"ceb5bbca-4360-47ca-a9e9-325aa96ef37f","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":110,"box":{"x":60,"y":572,"width":314,"height":12}},{"id":"0e767bf7-b0b9-44a8-8c0d-055db4f4aaee","block_type":"box","text":"1. Engaging with the boards and management of companies","page_number":110,"box":{"x":61,"y":592,"width":456,"height":12}},{"id":"d0ef7033-1662-43a3-8425-1c2bda8cdcd0","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":110,"box":{"x":523,"y":592,"width":405,"height":12}},{"id":"8ff7bd34-a519-4ea4-a2e8-00b31b57c1a1","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":110,"box":{"x":98,"y":607,"width":833,"height":12}},{"id":"da50a9b4-7fa4-4108-95aa-3d3c345f1294","block_type":"box","text":"and to help inform our voting on behalf of clients.","page_number":110,"box":{"x":98,"y":622,"width":347,"height":13}},{"id":"a72daa2a-5baa-4147-9ec5-9e183206ad13","block_type":"box","text":"(1)","page_number":110,"box":{"x":447,"y":620,"width":14,"height":8}},{"id":"9a139cb7-e327-4840-a0d7-d101fb025d74","block_type":"box","text":"2. 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We comply fully with these requirements and do not engage with portfo","page_number":110,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"3652e4a5-9b2d-4398-9036-be8828175d90","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":110,"box":{"x":92,"y":891,"width":561,"height":10}},{"id":"eef5d0ff-dc3c-40d2-9461-79293319f41b","block_type":"box","text":"A-21","page_number":110,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"680273c5-5f01-419e-9e1a-8e45f97ed818","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":111,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"3ecf34a9-b035-4de7-8ac0-1f096b734dd7","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":111,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"9972d8c3-949c-4d14-a97c-4f8c0885d4d4","block_type":"box","text":"(2)","page_number":111,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"c67d2ce9-02f5-47e3-861c-eb8b06ab61d9","block_type":"box","text":"Philosophy on investment stewardship","page_number":111,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"440769ae-1ae0-4979-88e5-ea4673cc7503","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. 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Our role, on behalf of clients as long-term investors, is to better understand how","page_number":111,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"dad89620-4139-4c3d-8d0b-3bd08a044cda","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":111,"box":{"x":59,"y":237,"width":876,"height":12}},{"id":"6f003daa-c373-4a87-9910-b3622c7c5efb","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":111,"box":{"x":59,"y":252,"width":306,"height":12}},{"id":"cabd9a1b-aa92-4ea7-b18c-44f78e4b4fe7","block_type":"box","text":"Stewardship in practice","page_number":111,"box":{"x":59,"y":278,"width":169,"height":13}},{"id":"fec899c4-6d48-4ada-9c34-041d3313d9ab","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":111,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"c2d98b85-cbae-467e-8708-5dc6b2ed7319","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":111,"box":{"x":60,"y":320,"width":871,"height":12}},{"id":"069138ed-91bd-4063-8f53-cdb07c8b45ce","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":111,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"c9863768-8e4b-4736-9f69-9ae907cf720d","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":111,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"b0cd15f7-cdc8-4c3d-a1f2-1fea355d3e85","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":111,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"f4d4e703-4b15-4414-be00-0faf47bd5aa2","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":111,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"80b7d709-e6d7-4b62-9bdf-fd76396ecc3f","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":111,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"5d926400-f0c0-4fe3-b2d9-f8ec1c75b9aa","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":111,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"b0b16966-3681-48e5-92b5-c004d2de6bc9","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":111,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"e9374812-4910-430f-b2e1-3abc62d94d32","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":111,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"be1df3f9-3758-40cc-91b4-42304ed2f6ea","block_type":"box","text":"goals.","page_number":111,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"fae6f3ff-339b-4cf6-835d-062fc59b807c","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":111,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"35c920ba-5a12-4a37-ba37-117f3964fb23","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":111,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"aff89925-16c0-4606-a8f2-45aa35608f37","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":111,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"570bc9ac-a8a5-4dcb-8626-4d773b82f41d","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":111,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"9c2e5a11-54b3-4012-b651-956fc861c0fb","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":111,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"760739b7-c8b2-425e-a7df-777e77af6ee1","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":111,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"276aaef9-015c-4673-a24a-099c2df6e916","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":111,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"edde4422-fa4e-4067-b878-8ef6b06e7ea3","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":111,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"caa5aa89-ebba-4b48-bf47-e30e2049eeb2","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":111,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"d3a6016f-d2e5-43f7-a307-79c8b23b950e","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":111,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"adfa5d85-46f7-409e-810c-6c445ae8bc4f","block_type":"box","text":"proposal.","page_number":111,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"5d056ba5-73d7-4317-9107-4668dd66d69e","block_type":"box","text":"Shareholder rights","page_number":111,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"39d52d20-a6f9-416c-9f73-e60c47ccbc63","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":111,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"740d3da1-1d6a-4e9d-8b4c-27c56032d8a6","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":111,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"21ff1f0c-3175-40e1-9225-f25753e1ad96","block_type":"box","text":"(3)","page_number":111,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"c41b7db3-e685-4c07-93e8-ad56eeb691de","block_type":"box","text":"For example, in most","page_number":111,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"f37e8486-6f48-4748-ac5f-603dae9d2794","block_type":"box","text":"markets, shareholders have the right to:","page_number":111,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"02ac0731-05c8-4774-83ac-909ffab64070","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":111,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"cc446c64-b45d-456b-97c6-88dd952d3e36","block_type":"box","text":"or bylaws.","page_number":111,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"17f2ce6e-4c81-47f3-8e9a-cdc52fbf61f3","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":111,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"98c2f789-466c-4089-9fb5-b0456d724518","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":111,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"6ae02376-600a-4d66-9341-3fcf14034c8f","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":111,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"6e4f47c1-b1f0-43d8-b6e8-b9d02d01d518","block_type":"box","text":"st","page_number":111,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"07e0317d-ca4a-453b-ba09-9824ad31698b","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":111,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"22aa044b-ae68-467e-abbb-f1c3da7604cf","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":111,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"45c8717b-b8b4-468a-b2a0-8659d9b8d22d","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":111,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"f7b05e4e-955c-4eae-9d68-57b75c342c14","block_type":"box","text":"December 2025.","page_number":111,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"df1905bf-0514-4a75-90b4-3f3c85220985","block_type":"box","text":"A-22","page_number":111,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"ac25375e-0798-40b9-9aca-3384d79feac7","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":112,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"9be20175-7462-4a37-8fe2-82e8a6720d76","block_type":"box","text":"material — to make informed decisions.","page_number":112,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"adfa05c7-64e4-47f6-b80e-83b3e448a8c1","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":112,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"50b80430-8bae-4bce-a63a-613b225215dd","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":112,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"c1c162a8-e946-4916-9174-b8d672a48082","block_type":"box","text":"Key governance topics","page_number":112,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"11095bfc-4963-40e5-8cc8-ec3b20d0a0eb","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":112,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"9cad8c0c-31a9-4284-ad3a-0c2821dd96a9","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":112,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"e333a04c-c0d5-401e-bfbb-604a3985f9c1","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":112,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"a0b47266-65ce-4479-8578-c07c1188bc76","block_type":"box","text":"• Boards and directors","page_number":112,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"b766709d-5327-49cc-b77a-a35b84328ba0","block_type":"box","text":"• Auditors and audit-related issues","page_number":112,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"6f063b69-8a8a-49fb-b39f-5b857a49f6c3","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":112,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"125b547c-0d3a-4f8e-aadf-d23db4b6e3c9","block_type":"box","text":"• Executive compensation","page_number":112,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"25987cc5-263f-466c-8ff0-34f601ce8554","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":112,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"2fb8988e-e8c7-4733-9cbf-3554294431b9","block_type":"box","text":"• Shareholder proposals","page_number":112,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"4120c685-97f7-41cb-91e1-4a335173fa86","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":112,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"8ac7c44a-a63d-4fac-8f3f-bc27ba54c5e4","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":112,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"a3248ee2-3fda-4834-846f-de9a32ea427e","block_type":"box","text":"operate.","page_number":112,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"3d35c6c5-be5d-4dbc-9480-9404a0455798","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":112,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"87b55a10-e75f-40e4-a940-9a3ec85199ec","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":112,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"ed09c6bd-0b18-4458-8c80-0327f26bb3ac","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":112,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"da49a347-3870-40d6-8b57-0aefa47ff1fb","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":112,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"6051c738-d1ea-4ae7-b2b0-c6036ef78a2f","block_type":"box","text":"(4)","page_number":112,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"19d6ed16-1cfd-4ee5-a39f-d74cb131cb40","block_type":"box","text":"Boards and directors","page_number":112,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"fea4e47f-4699-4fe1-b880-6c9f1d156d49","block_type":"box","text":"Oversight role of the board","page_number":112,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"c8619fff-1a0a-46c4-b25f-030886989e9a","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":112,"box":{"x":59,"y":552,"width":830,"height":12}},{"id":"1f03ccc8-e53d-4c1a-922b-35a516309c83","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":112,"box":{"x":60,"y":567,"width":830,"height":12}},{"id":"56a42f41-b4a4-49aa-8584-583ca83b0ffb","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":112,"box":{"x":59,"y":582,"width":866,"height":12}},{"id":"c9fa0960-b888-4ad4-995f-ea7a7b8c52e3","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":112,"box":{"x":59,"y":597,"width":842,"height":12}},{"id":"e46b72e7-17a1-4fe8-8788-734078b8cff1","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":112,"box":{"x":60,"y":623,"width":823,"height":13}},{"id":"cb6f240c-d904-4969-affc-49650f05d4ed","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":112,"box":{"x":60,"y":639,"width":867,"height":12}},{"id":"4bbdce27-2e14-4718-b3d6-a698254cefd0","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":112,"box":{"x":59,"y":654,"width":843,"height":12}},{"id":"ca209aec-d31f-4b47-a07d-a15e5597227d","block_type":"box","text":"which a company is operating.","page_number":112,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"3615e5b4-f953-4a25-8888-a1145d2be056","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":112,"box":{"x":59,"y":695,"width":840,"height":13}},{"id":"87a880d3-040e-4435-96bd-f1fa34286b8f","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":112,"box":{"x":60,"y":710,"width":852,"height":13}},{"id":"a6683012-5a11-4d4c-a1a3-d927a1296c6a","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":112,"box":{"x":60,"y":726,"width":853,"height":12}},{"id":"298b7473-de85-4a83-b823-5c73569a9e23","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":112,"box":{"x":60,"y":741,"width":841,"height":12}},{"id":"e47f5cc0-3cc8-4ff4-a3b3-e64f6b417204","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":112,"box":{"x":60,"y":756,"width":729,"height":12}},{"id":"8ccb8a25-3f67-4c02-8d5d-3fb41e7a15c6","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":112,"box":{"x":60,"y":782,"width":777,"height":13}},{"id":"280a7444-c7bc-4a22-aa4d-af38506281e9","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":112,"box":{"x":60,"y":797,"width":853,"height":13}},{"id":"fc5479d4-b045-4185-a335-dee4444b8942","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":112,"box":{"x":60,"y":812,"width":838,"height":13}},{"id":"9c08ead4-07db-455c-9190-a4f5bff9ffd4","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":112,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"cc9903a2-b75d-4ece-9a46-ee940b47e7df","block_type":"box","text":"rmed","page_number":112,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"57e796fb-92ff-41d4-8e38-19e37224f365","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":112,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"79603b02-8561-4ea6-91c6-655ab6be5c34","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":112,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"392f49e7-ee6b-4798-91ed-e327b0f94465","block_type":"box","text":"voting guidelines.","page_number":112,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"9a5de0d0-f7eb-4a50-92d7-79e3f650abb2","block_type":"box","text":"A-23","page_number":112,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"101d786c-50f0-4eda-b28e-62b4d8f48b68","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":113,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"a975e4b6-db90-4751-9514-027ee8fb335d","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":113,"box":{"x":60,"y":82,"width":663,"height":12}},{"id":"75268181-e03a-418d-915d-6b33230fc796","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":113,"box":{"x":59,"y":108,"width":870,"height":13}},{"id":"aecc4780-d5d1-4c57-b031-0cc1fc6fc511","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":113,"box":{"x":60,"y":123,"width":817,"height":13}},{"id":"ae3fa4b8-5d91-4288-b0d8-9ad0643c5bc8","block_type":"box","text":"particular responsibility for the issues.","page_number":113,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"b4093799-3af6-4d9f-9a45-90c4cf937ee5","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":113,"box":{"x":59,"y":165,"width":853,"height":12}},{"id":"cde145a2-31f4-4dae-a14b-8635a91c388f","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":113,"box":{"x":59,"y":180,"width":875,"height":12}},{"id":"f9b10366-2916-4a52-8eca-cab347ff6d36","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":113,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"a15a39f8-6e4e-4332-b362-5f4bdd8a8049","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":113,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"b470b992-eec9-44d7-b833-10baafe1bf29","block_type":"box","text":"and business model.","page_number":113,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"4f4ba6a4-006e-40bd-8e11-19f0908c920b","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":113,"box":{"x":60,"y":252,"width":789,"height":12}},{"id":"49be0351-9f07-4000-aed3-dc9e12fe0c93","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":113,"box":{"x":59,"y":267,"width":655,"height":12}},{"id":"dddc2869-cd7d-4fb3-9b34-6307dfea30fe","block_type":"box","text":"Regular accountability through director elections","page_number":113,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"046b8df5-6e82-481b-9ce2-067a162f6d51","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":113,"box":{"x":59,"y":320,"width":869,"height":12}},{"id":"c3a51d23-0dda-4102-97d9-d3ce961e839f","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":113,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"5aa1e4fa-a5a5-4330-82cd-35f67cdc33b2","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":113,"box":{"x":59,"y":350,"width":584,"height":12}},{"id":"63234606-4321-495a-b71d-5be7763e525e","block_type":"box","text":"(5)","page_number":113,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"025c6605-6a8b-47dc-b1a9-ad50602ae941","block_type":"box","text":"Annual director elections allow","page_number":113,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"c801c337-1b5c-4a06-93a9-1dba95ab960b","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":113,"box":{"x":59,"y":365,"width":843,"height":13}},{"id":"a9a2186f-f51b-4d0a-9907-fa585c877474","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":113,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"1a0cfbc2-64ec-45ba-bf02-8ec72b50d711","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":113,"box":{"x":60,"y":395,"width":832,"height":13}},{"id":"4a3fcf3c-8d30-4509-adf9-07a0748e3e2a","block_type":"box","text":"election at each shareholder meeting.","page_number":113,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"bb628a6c-29f8-460e-8c6d-9b70d262d203","block_type":"box","text":"Board quality and effectiveness","page_number":113,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"73aec1c2-c28a-4e61-98ed-60d1d94b215e","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":113,"box":{"x":60,"y":463,"width":793,"height":13}},{"id":"c486c531-8cee-46ae-9187-1d383b3fec4a","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":113,"box":{"x":59,"y":479,"width":840,"height":12}},{"id":"e69a66d3-33dd-4a6d-9b89-fabca4be14c9","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":113,"box":{"x":60,"y":494,"width":819,"height":12}},{"id":"e3ddeefb-cfa2-4dd2-8ee3-f4d9f3c3c1be","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":113,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"f14e4676-793d-4d47-ac77-69dd01314c0b","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":113,"box":{"x":59,"y":524,"width":724,"height":12}},{"id":"dbaa6d7b-24a0-4518-b787-877b82e233f1","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":113,"box":{"x":59,"y":550,"width":806,"height":13}},{"id":"25b49df9-1773-4534-a9ca-039231fbd653","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":113,"box":{"x":59,"y":566,"width":830,"height":12}},{"id":"69f0a6da-fb03-4edf-99a5-e15b44a5303d","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":113,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"b93ae439-80ce-435c-b83b-241d305f9f99","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":113,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"ddf3ab0c-aa6e-401f-a597-923f6acd857a","block_type":"box","text":"term financial returns.","page_number":113,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"dba1b2ca-6bc8-4036-b73c-6b572a6e8957","block_type":"box","text":"Director independence","page_number":113,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"5a78eabe-8553-4117-9742-fdcc06ce415d","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":113,"box":{"x":60,"y":664,"width":865,"height":12}},{"id":"644ba4fe-6d68-4ba9-966f-73fa97ff6e18","block_type":"box","text":"corporate governance across markets.","page_number":113,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"3e81b05a-445c-445a-87e4-12ef881fab5d","block_type":"box","text":"(6)","page_number":113,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"f22ad4ae-9e3a-45af-a8d0-fa94d676e834","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":113,"box":{"x":347,"y":679,"width":571,"height":12}},{"id":"a88993b6-b64f-4e77-8af6-73a5b2c37452","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":113,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"73f60a48-138a-4b6a-b446-3e46cf076eb1","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":113,"box":{"x":60,"y":709,"width":878,"height":12}},{"id":"cbc07e90-4d6c-40ed-88c7-9f58eb04d16f","block_type":"box","text":"of controlled companies, at least one-third.","page_number":113,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"4266d000-1f60-4807-b020-dfd1b0dc90d1","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":113,"box":{"x":59,"y":751,"width":529,"height":12}},{"id":"2aeeb0f4-c774-4de1-bbec-48c09bf0ba0a","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":113,"box":{"x":59,"y":771,"width":466,"height":12}},{"id":"7c16a595-3784-4051-841c-61c35c675cea","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":113,"box":{"x":59,"y":791,"width":627,"height":12}},{"id":"07337d96-5f05-4fc4-903c-1ceb37e07645","block_type":"box","text":"• Interlocking directorates","page_number":113,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"a9eeed86-e234-44d1-af62-8f32e6e3c57a","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":113,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"cd54ab1a-68c3-4792-a1b0-7150b0311853","block_type":"box","text":"est","page_number":113,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"89c3df77-aac6-4d74-852e-75e8fa87aa49","block_type":"box","text":"practice.","page_number":113,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"f405e513-ec01-455a-9e4f-ccc180f9cd3a","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":113,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"a1b00d6b-d6ca-411d-b3cf-138c360a744e","block_type":"box","text":"ov","page_number":113,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"5674f9cf-5269-43a1-8999-381cfce3fc66","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":113,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"9f7b0acc-6865-4339-b2ba-cae232dafad6","block_type":"box","text":"A-24","page_number":113,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d5cc33ac-00f6-46c2-97c8-39503462d4bf","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":114,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"b93bded4-8838-4df7-81ed-75deff688a63","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":114,"box":{"x":92,"y":82,"width":646,"height":12}},{"id":"9975f0ad-586b-46ea-9ff9-80d3214b39e5","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":114,"box":{"x":60,"y":108,"width":847,"height":13}},{"id":"bf8b9cb6-50cb-4d30-8130-8fb15220c571","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":114,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"d62026aa-5afd-4c3e-89d1-a2d655c3ef66","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":114,"box":{"x":59,"y":138,"width":879,"height":13}},{"id":"6f169ad4-26c4-4a06-a317-ff845710a77e","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":114,"box":{"x":59,"y":154,"width":841,"height":12}},{"id":"d2513bbb-6586-483a-8589-f0042e96abac","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":114,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"88bdc4b0-d13d-4414-a21b-33bd7b41c273","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":114,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"a850a3ba-2c56-4629-b3fb-f11a21274835","block_type":"box","text":"situation warrants.","page_number":114,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"2eabb91f-45ea-403e-bb73-f163d37652f3","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":114,"box":{"x":60,"y":225,"width":871,"height":13}},{"id":"486e92eb-9a44-4547-9355-009a5c9fdaf7","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":114,"box":{"x":59,"y":240,"width":827,"height":13}},{"id":"977c2fdd-b9d8-45df-9b49-af00f039ae91","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":114,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"4acd0bfa-d710-4ed4-a270-3f195113dbc5","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":114,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"ef5c0891-bc99-401f-a861-a9f68837ff90","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":114,"box":{"x":60,"y":286,"width":827,"height":12}},{"id":"3ebf095a-be95-4512-bbc1-d8531d52a824","block_type":"box","text":"investigate a significant adverse event.","page_number":114,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"219eb4be-4e33-429b-acd3-552a3273de11","block_type":"box","text":"Sufficient capacity","page_number":114,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"7dc3c1cb-baa5-4267-a12c-6a388903171e","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":114,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"19a554d8-287e-4d48-a94a-d31364b45faa","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":114,"box":{"x":59,"y":369,"width":806,"height":12}},{"id":"c240e0c7-9ce5-496c-93d1-df5702b65def","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":114,"box":{"x":60,"y":384,"width":872,"height":12}},{"id":"0de70424-ef94-42c8-b0d5-3ece80692662","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":114,"box":{"x":59,"y":399,"width":613,"height":13}},{"id":"f0301f36-23ae-4095-9dd7-7918ddd9b50d","block_type":"box","text":"Board composition","page_number":114,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"7c347402-18e8-4b63-be59-0929f4ba8318","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":114,"box":{"x":60,"y":452,"width":780,"height":12}},{"id":"51252857-b6da-4a36-b13a-b596e02bcc47","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":114,"box":{"x":59,"y":467,"width":822,"height":13}},{"id":"12a884d6-1e16-4761-ba44-757815b9792e","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":114,"box":{"x":59,"y":482,"width":758,"height":13}},{"id":"58f9767d-2471-4f17-a174-24bca676b5db","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":114,"box":{"x":59,"y":509,"width":876,"height":12}},{"id":"bc87a2f0-767e-4cdb-9961-3373b2ecd037","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":114,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"72cc36bf-4710-4e9c-8a82-0d01af1b31a8","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":114,"box":{"x":59,"y":539,"width":827,"height":12}},{"id":"d02c2499-7937-4bb6-bd48-9f48d37d9275","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":114,"box":{"x":59,"y":554,"width":859,"height":13}},{"id":"79b77320-09a9-4c88-9dc4-92a03e97ed27","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":114,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"df742e43-383e-4bd4-b7b8-ec3b9298b2cb","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":114,"box":{"x":59,"y":584,"width":378,"height":10}},{"id":"4a115d68-e26f-4626-b807-032ec41ea7c0","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":114,"box":{"x":60,"y":611,"width":860,"height":12}},{"id":"b71ef07b-43f8-4225-98ba-32c201e95d40","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":114,"box":{"x":59,"y":626,"width":849,"height":12}},{"id":"0356ed30-7e56-40f8-b60c-c5496ae6b360","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":114,"box":{"x":60,"y":641,"width":829,"height":12}},{"id":"d0b5e319-c7b3-49c4-a938-c42581396022","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":114,"box":{"x":59,"y":656,"width":500,"height":13}},{"id":"902655d7-c7ad-451e-bd7f-95349a9a807c","block_type":"box","text":"Auditors and audit-related issues","page_number":114,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"470301d1-8c7c-4b9d-bbca-87b19c978e78","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":114,"box":{"x":60,"y":709,"width":856,"height":12}},{"id":"d81d0fc1-ba43-43ad-b3b9-1fff3cc4d862","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":114,"box":{"x":59,"y":724,"width":810,"height":13}},{"id":"fa0311c2-0493-41f1-915d-59c585c2dbf1","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":114,"box":{"x":59,"y":739,"width":458,"height":13}},{"id":"ddb30ffc-22f9-4bba-b036-d4ded6bc598c","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":114,"box":{"x":59,"y":766,"width":854,"height":12}},{"id":"bd7ddd7f-99b8-4a8a-b331-a0cb1816b366","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":114,"box":{"x":59,"y":781,"width":834,"height":12}},{"id":"de0ee2f9-2f92-491c-8186-ac828f4521c2","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":114,"box":{"x":59,"y":796,"width":847,"height":12}},{"id":"c55e4a76-112e-4ca0-bbdd-8b082328c814","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":114,"box":{"x":60,"y":811,"width":851,"height":12}},{"id":"ef0b35bd-efef-4449-b878-0b76c17a0f88","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":114,"box":{"x":59,"y":826,"width":527,"height":13}},{"id":"eaf72c84-efc9-47c1-8cc2-4f87ad4661e3","block_type":"box","text":"(7)","page_number":114,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"6e614d31-7ae5-49e3-be0d-477c835782b2","block_type":"box","text":"In our view, effective audit committee","page_number":114,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"e88f79ce-0f06-4a06-bbae-aacd2865b6c4","block_type":"box","text":"A-25","page_number":114,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"69c0c254-5a71-4473-8c2f-9aeff6e48df8","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":115,"box":{"x":59,"y":67,"width":831,"height":12}},{"id":"2c52a6bc-4502-4ba6-977b-b8e75eb45717","block_type":"box","text":"reassurance to shareholders.","page_number":115,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"da43dbd3-52f4-4020-9cda-577083579109","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":115,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"f3724ba7-ee82-413b-b4f9-ff3930765952","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":115,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"504d8719-b1c8-4c7f-acff-5fcbbc70d112","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":115,"box":{"x":60,"y":138,"width":807,"height":13}},{"id":"32612d0f-4f8f-4891-a257-13d6a5d637d1","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":115,"box":{"x":60,"y":154,"width":825,"height":12}},{"id":"ee82d381-32a8-4920-8064-53628863c592","block_type":"box","text":"oversee the audit process and related activities.","page_number":115,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"cc32658a-a174-481d-bfbf-54775e3b9349","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":115,"box":{"x":59,"y":195,"width":871,"height":12}},{"id":"f1a2c192-de2a-4244-bf78-64c0ad70e63c","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":115,"box":{"x":59,"y":210,"width":811,"height":13}},{"id":"54d6ffaf-8a3f-4621-a5b6-d5e20bf9b6b0","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":115,"box":{"x":59,"y":225,"width":827,"height":13}},{"id":"5fdde08f-fa01-4288-8238-1c5f8d6a4686","block_type":"box","text":"function.","page_number":115,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"561bbd91-f285-47f3-8fbc-e1b2e527b727","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":115,"box":{"x":59,"y":267,"width":874,"height":12}},{"id":"26546771-5ec4-43a8-b662-7ab019c2d308","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":115,"box":{"x":59,"y":282,"width":876,"height":12}},{"id":"ffe0498c-7178-42bd-a05c-02fbd60c59a5","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":115,"box":{"x":59,"y":297,"width":849,"height":13}},{"id":"70f15df4-88ab-416b-ae73-404af8c8ed4c","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":115,"box":{"x":59,"y":312,"width":870,"height":13}},{"id":"80ae78ee-82b6-4a1c-9125-3bfdef91fe38","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":115,"box":{"x":59,"y":327,"width":416,"height":13}},{"id":"f565a84d-a43a-4904-98b6-f60719a87329","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":115,"box":{"x":59,"y":354,"width":791,"height":12}},{"id":"f09aeb76-14fd-48cd-b0c8-2046ea92ae48","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":115,"box":{"x":60,"y":369,"width":838,"height":12}},{"id":"707c556c-a5fe-468f-8beb-e6cc21b19d9e","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":115,"box":{"x":59,"y":384,"width":844,"height":12}},{"id":"a87661fe-ca45-4fee-b19c-e2e290fbcc75","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":115,"box":{"x":60,"y":399,"width":857,"height":13}},{"id":"8ed060eb-e3c1-46c9-9daa-24af2313e98a","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":115,"box":{"x":59,"y":414,"width":731,"height":13}},{"id":"5e40a6ef-d2e0-45d4-a8d0-bfba88fe6146","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":115,"box":{"x":59,"y":441,"width":577,"height":12}},{"id":"e9ed39c2-1caf-4a47-84b2-d1e4248eb6c1","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":115,"box":{"x":59,"y":467,"width":852,"height":13}},{"id":"aace2cd9-e5a4-44ef-957a-59df29d0e8e3","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":115,"box":{"x":59,"y":482,"width":841,"height":13}},{"id":"4e8548ad-d587-4c3d-aa55-f3de2682ce0b","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":115,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"39b05970-09c6-4c15-8d1c-e2c68386fa69","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":115,"box":{"x":60,"y":524,"width":874,"height":12}},{"id":"caf30b88-ed44-42a5-97ce-da1ca78fa286","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":115,"box":{"x":60,"y":539,"width":821,"height":12}},{"id":"c15da079-3b4c-4b03-b131-6098e5150242","block_type":"box","text":"registered shareholders.","page_number":115,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"81283c12-9aeb-4c73-828c-e467a3a5bc40","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":115,"box":{"x":60,"y":581,"width":844,"height":12}},{"id":"6a8d64c6-5bce-4aa8-85e8-4703d3daa5fa","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":115,"box":{"x":59,"y":596,"width":808,"height":12}},{"id":"1fffab44-75f1-4e04-a958-882e3ccded45","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":115,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"a7132668-39c0-449a-b3ed-7c145326b16a","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":115,"box":{"x":59,"y":626,"width":858,"height":12}},{"id":"c21a4c87-4154-4129-a3c3-ee6fbc22ccbb","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":115,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"b398cd99-1b45-4060-8e22-ec05e0edea01","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":115,"box":{"x":59,"y":656,"width":629,"height":13}},{"id":"c222b8c7-2274-40a5-8b13-4f888f90cd81","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":115,"box":{"x":60,"y":683,"width":874,"height":12}},{"id":"53bbdba5-f221-4944-9364-5262ad0e3029","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":115,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"004528e8-c91f-4a69-92e6-8302db3b9e3a","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":115,"box":{"x":59,"y":713,"width":875,"height":12}},{"id":"01fee377-4ff2-4bd4-899e-8d3f01714fa2","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":115,"box":{"x":60,"y":728,"width":867,"height":12}},{"id":"6c53fe7c-9c7e-435f-bf68-bc754134dd8e","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":115,"box":{"x":60,"y":743,"width":864,"height":12}},{"id":"a76ca554-c00d-41e0-8b51-09f1937b10d8","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":115,"box":{"x":59,"y":758,"width":826,"height":13}},{"id":"ddbeef5f-55fe-4f5b-9254-0f5fef54e2fd","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":115,"box":{"x":59,"y":773,"width":862,"height":13}},{"id":"bb00bdc8-30ee-4f40-ba6f-5d002e532080","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":115,"box":{"x":60,"y":788,"width":873,"height":13}},{"id":"43411ef2-e970-4cf4-98f8-a869dba5aeff","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":115,"box":{"x":60,"y":804,"width":423,"height":12}},{"id":"0a72ec41-06bd-46cc-9026-f7be223bbf0b","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":115,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"f129c8b1-d27c-4001-a80c-add7eb261a93","block_type":"box","text":"ng and","page_number":115,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"a35e4478-fe27-47f1-a7ae-20ed6920a644","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":115,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"ae7e4486-d351-4ecc-9ff6-4ba38ada05d5","block_type":"box","text":"son","page_number":115,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"8ced39f6-ff7e-4d16-9c09-c109d63d0d3f","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":115,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"43aaaf5d-4bf2-4081-98cb-3459cdf7aa71","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":115,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"d65cebf6-ae03-4c5d-8797-5682af407a51","block_type":"box","text":"A-26","page_number":115,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"2355161e-9376-4c2c-b74a-677a22ac7fae","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":116,"box":{"x":59,"y":67,"width":826,"height":12}},{"id":"f0b9b1f6-bc7b-4035-881c-1e4c27103470","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":116,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"7e0ec6ed-b11c-4e92-bbc6-6dc63e2faf06","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":116,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"a3dea4a3-94ab-471d-b845-4752281ad5e7","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":116,"box":{"x":59,"y":112,"width":819,"height":12}},{"id":"fd51f8b2-2357-48d1-b81c-a0237e8abc7a","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":116,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"879dfb2e-2f1a-43e9-b9a8-c3eb23299eaf","block_type":"box","text":"periodically thereafter.","page_number":116,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"a82dd968-2c5f-4fb1-b190-9f2c37f32c04","block_type":"box","text":"Executive compensation and benefits","page_number":116,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"b90daa8f-4a2b-40e9-b732-030aea749b66","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":116,"box":{"x":60,"y":195,"width":826,"height":12}},{"id":"c5f5c06a-088b-448e-834f-8819759fa07d","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":116,"box":{"x":59,"y":210,"width":867,"height":13}},{"id":"b4867044-826d-4ee0-b1c6-3c85fb96cd39","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":116,"box":{"x":59,"y":225,"width":774,"height":13}},{"id":"51440827-55af-4845-bdf6-0b31a3e11829","block_type":"box","text":"(8)","page_number":116,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"0049e065-1ff1-4d8c-97b3-fc43ff8b69c8","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":116,"box":{"x":59,"y":252,"width":839,"height":12}},{"id":"c969c0a3-e314-470c-bc39-df0c6e72cb84","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":116,"box":{"x":59,"y":267,"width":849,"height":12}},{"id":"de894893-6679-487b-b65d-59503f50a84d","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":116,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"7f3ca74c-41bb-406b-8d66-6d542faf7538","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":116,"box":{"x":59,"y":297,"width":878,"height":13}},{"id":"640cb9ca-a4b8-4c0d-93bb-8b7b0814a714","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":116,"box":{"x":60,"y":312,"width":853,"height":13}},{"id":"f7e81d71-18b7-48bf-bd7e-a73389932b5e","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":116,"box":{"x":60,"y":327,"width":854,"height":13}},{"id":"9cfbb8a1-bf9c-49eb-b2d2-6670903a648a","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":116,"box":{"x":60,"y":343,"width":608,"height":12}},{"id":"78cd96f9-bed6-4cbe-86cb-58939d0edd0b","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":116,"box":{"x":59,"y":369,"width":877,"height":12}},{"id":"d8becca8-18f2-4e0d-a53c-4d2118cfe4c6","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":116,"box":{"x":59,"y":384,"width":870,"height":12}},{"id":"4878bb00-f1ee-4b87-9551-309b6748037d","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":116,"box":{"x":60,"y":399,"width":871,"height":13}},{"id":"c53e9a52-a5c1-424a-a44d-f03ada2e1146","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":116,"box":{"x":59,"y":414,"width":831,"height":13}},{"id":"c864facb-ed9c-4ad2-84be-4afe8d2c6d1f","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":116,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"2e0862cd-8ad4-4e19-9491-7394d41a7fb8","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":116,"box":{"x":60,"y":445,"width":641,"height":12}},{"id":"df410e5a-eefc-43de-9f86-0eb39b5499a8","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":116,"box":{"x":59,"y":471,"width":861,"height":12}},{"id":"ecef35ca-fd2c-4d08-bd86-aaf7e0348639","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":116,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"3b20bb0e-e80a-4c94-be33-93ed7f32371a","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":116,"box":{"x":59,"y":501,"width":870,"height":13}},{"id":"0e1ab387-a9ab-4fde-b785-8dfc1dfee1ce","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":116,"box":{"x":60,"y":516,"width":817,"height":13}},{"id":"9843f8d0-a258-48b7-a396-9c8b96c426bb","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":116,"box":{"x":59,"y":531,"width":863,"height":13}},{"id":"e66dafdb-5062-4d08-8ec3-89e840a75953","block_type":"box","text":"total compensation on peer benchmarking.","page_number":116,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"ac1ef6a0-1425-4aba-9a0c-71952a5ffbac","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":116,"box":{"x":59,"y":573,"width":826,"height":12}},{"id":"6982de0c-42b2-4e82-9e6e-dfaca8454c97","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":116,"box":{"x":60,"y":588,"width":832,"height":13}},{"id":"14a73dba-d23d-4866-b1da-842495091ba4","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":116,"box":{"x":59,"y":603,"width":864,"height":13}},{"id":"76cbdef1-01b5-4f85-a01b-28faa3be550c","block_type":"box","text":"or resulted in a criminal investigation.","page_number":116,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"e17df42b-b21a-44f7-9ab6-95eda9270283","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":116,"box":{"x":60,"y":645,"width":839,"height":12}},{"id":"1a826e99-5df9-45aa-9722-096655c4e183","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":116,"box":{"x":59,"y":660,"width":833,"height":12}},{"id":"aca129ef-cbda-4a02-a93c-84a6beca852c","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":116,"box":{"x":59,"y":675,"width":869,"height":12}},{"id":"6761a0db-f3a0-4d9b-97e8-548585021b9e","block_type":"box","text":"charged with overseeing.","page_number":116,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"26ebc4bb-75de-4cb7-891f-c4bc93d49e78","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":116,"box":{"x":59,"y":717,"width":872,"height":12}},{"id":"a146fdf1-c8fa-41de-9d3c-6fd28d8c7cc9","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":116,"box":{"x":59,"y":732,"width":879,"height":12}},{"id":"7d9c62e0-1f53-426f-97c9-4668ab543105","block_type":"box","text":"as well as local market and policy developments","page_number":116,"box":{"x":59,"y":747,"width":336,"height":12}},{"id":"ecabc098-d4e4-440e-befb-54a27ec4df44","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":116,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"cc5d4e31-94ce-4cf1-91a6-03822fd3be38","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":116,"box":{"x":60,"y":788,"width":877,"height":13}},{"id":"cec76a89-64da-44b6-92c0-4e3fedb0e5b5","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":116,"box":{"x":59,"y":804,"width":722,"height":12}},{"id":"fc06c990-2433-40a4-9b7a-12a88259ef45","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":116,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"28c5cf6e-71ce-4ad9-a932-848aaf64593d","block_type":"box","text":"A-27","page_number":116,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"909d3dbd-c439-4f1f-bb50-820b2eecd7f0","block_type":"box","text":"Shareholder protections and other corporate","page_number":117,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"3ccd814f-f879-4c76-a1ce-e5c28b693aa2","block_type":"box","text":"governance matters","page_number":117,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"d0527b8b-157e-4300-8cdb-ead8462693be","block_type":"box","text":"Corporate form","page_number":117,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"2e103307-7915-493b-916e-bd2e5614f7fa","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":117,"box":{"x":60,"y":170,"width":874,"height":12}},{"id":"40a22ba2-feae-4eb2-8892-ff4a653b00b3","block_type":"box","text":"purpose and business model.","page_number":117,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"9b76d773-5210-49d9-bc7f-04bc0e20d123","block_type":"box","text":"(9)","page_number":117,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"2eb8eb94-e2e5-4355-a013-b593e59eddb5","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":117,"box":{"x":284,"y":185,"width":583,"height":12}},{"id":"1472e537-3a25-4d17-887b-9994063ce722","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":117,"box":{"x":59,"y":200,"width":811,"height":12}},{"id":"9de00564-9a70-49f8-bbb5-1ed77469ee0f","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":117,"box":{"x":59,"y":215,"width":859,"height":13}},{"id":"308a6d55-9ee9-477b-9de7-5acc376e7bdb","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":117,"box":{"x":59,"y":230,"width":852,"height":13}},{"id":"2970f633-6852-4c7c-b451-efc8059f037b","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":117,"box":{"x":59,"y":246,"width":844,"height":12}},{"id":"6633d19d-5627-4a74-b2af-7ed38c78e550","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":117,"box":{"x":60,"y":261,"width":873,"height":12}},{"id":"df9e4d16-17e1-4cf3-9591-233db20c64f9","block_type":"box","text":"on a case-by-case basis.","page_number":117,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"dfdeac02-541a-4135-ab5d-c4e9c4066515","block_type":"box","text":"Shareholder proposals","page_number":117,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"20be58d7-7657-449f-8ab0-5538f2f5e0f8","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":117,"box":{"x":60,"y":329,"width":861,"height":12}},{"id":"ab7b25ce-db44-4ffd-8144-4e3200b167c8","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":117,"box":{"x":60,"y":344,"width":783,"height":12}},{"id":"281f24ca-13ab-43d2-a0c2-ed16a7fe1ab3","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":117,"box":{"x":60,"y":359,"width":859,"height":12}},{"id":"3f67b203-0902-4133-ab22-6a4ff8ae5102","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":117,"box":{"x":59,"y":374,"width":575,"height":12}},{"id":"8c051195-2be7-4035-8c1f-4a0bc03a69c8","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":117,"box":{"x":60,"y":400,"width":834,"height":13}},{"id":"60dccdbf-417a-4e3a-83d2-cac2720f9917","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":117,"box":{"x":60,"y":416,"width":860,"height":12}},{"id":"e4f27afa-55de-49ca-9201-61b0afe000b6","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":117,"box":{"x":59,"y":431,"width":828,"height":12}},{"id":"7c4cf178-2e23-46be-a782-3959ea3c9dc7","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":117,"box":{"x":59,"y":446,"width":819,"height":12}},{"id":"5b434d0a-233f-471a-94db-72a138bd9fb3","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":117,"box":{"x":60,"y":461,"width":833,"height":12}},{"id":"59e27e55-a791-4c28-aac2-ba6b67f78a63","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":117,"box":{"x":59,"y":476,"width":874,"height":12}},{"id":"230fc560-3b89-429b-bdc9-5736473ebae3","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":117,"box":{"x":59,"y":491,"width":834,"height":13}},{"id":"a724d993-1c20-4575-a00c-815d991c5ca5","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":117,"box":{"x":59,"y":506,"width":811,"height":13}},{"id":"fa352e2e-4ba3-4799-b738-428c2ee95903","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":117,"box":{"x":59,"y":521,"width":813,"height":13}},{"id":"d608994c-b564-40c1-973d-0eefc057621a","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":117,"box":{"x":60,"y":548,"width":827,"height":12}},{"id":"6c7c8500-4115-47e0-bb30-8f412005b9ba","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":117,"box":{"x":60,"y":563,"width":828,"height":12}},{"id":"94b1d26e-5b43-4501-bb71-c5b52fa1a867","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":117,"box":{"x":59,"y":578,"width":864,"height":12}},{"id":"54495af0-40cb-4c7a-a06a-1a2ab21b0641","block_type":"box","text":"given jurisdiction.","page_number":117,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"ba05fa13-e888-4c30-9639-fdd05d43da89","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":117,"box":{"x":60,"y":620,"width":856,"height":12}},{"id":"5dd3543e-6452-4d43-813f-4cecadc9a271","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":117,"box":{"x":59,"y":635,"width":866,"height":12}},{"id":"8ba7beb3-02b8-4224-acd2-0cdcc54f8668","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":117,"box":{"x":59,"y":650,"width":847,"height":12}},{"id":"b8a2f355-f4d5-4f18-8bcc-d45f45a12af9","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":117,"box":{"x":59,"y":665,"width":870,"height":12}},{"id":"e44a3b4c-05bf-4cf3-8c54-58d21bb3f6ac","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":117,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"eb57d765-ebbb-4b34-bbeb-d0832a969862","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":117,"box":{"x":59,"y":695,"width":814,"height":13}},{"id":"450b672a-641d-4144-91a1-ee70f27e11ed","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":117,"box":{"x":59,"y":710,"width":677,"height":13}},{"id":"bac50a0e-0c1d-4a48-9cfa-07fb861ecc2f","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":117,"box":{"x":60,"y":737,"width":856,"height":12}},{"id":"6b467f8e-6067-42c7-8821-293caa69f997","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":117,"box":{"x":60,"y":752,"width":852,"height":12}},{"id":"9004ca78-c060-4762-b6bd-461fc5f56522","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":117,"box":{"x":60,"y":767,"width":828,"height":12}},{"id":"c032e662-4fb6-4ceb-bf64-9feb596e180f","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":117,"box":{"x":60,"y":782,"width":582,"height":13}},{"id":"25044632-020f-4c1a-b911-9fe44cd5d164","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":117,"box":{"x":59,"y":891,"width":462,"height":10}},{"id":"4c5d7f6a-ed2a-4bb3-b13a-51659b8d397f","block_type":"box","text":"A-28","page_number":117,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"e871ab58-0ad5-4032-bb8b-35769eeb7a61","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":118,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"5e5b96f4-ecfc-4b16-aba9-0b02ec933b9d","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":118,"box":{"x":59,"y":93,"width":868,"height":12}},{"id":"0c033e82-a534-432a-8a00-9d8ea9d8b33c","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":118,"box":{"x":59,"y":108,"width":836,"height":13}},{"id":"5d3d9fad-2df3-46c6-9be4-f08198c54e66","block_type":"box","text":"creation.","page_number":118,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"6951a357-0e93-49f1-9e27-a2bdc255eecf","block_type":"box","text":"(10)","page_number":118,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"ecf9c367-eef5-4b74-90c1-7b6369d1ddc3","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":118,"box":{"x":59,"y":150,"width":834,"height":12}},{"id":"5a84b5bc-874e-4bea-8d1f-eef19070897c","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":118,"box":{"x":60,"y":165,"width":830,"height":12}},{"id":"08d8af2e-5c52-4a1b-af5c-a4fd534262e2","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":118,"box":{"x":59,"y":180,"width":846,"height":12}},{"id":"9c8ed4d6-ed1d-4a8f-8205-0b3599ed785c","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":118,"box":{"x":59,"y":195,"width":781,"height":12}},{"id":"51bda6ab-8da2-4a30-9bf1-a4e2c557142f","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":118,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"047321eb-a368-4a73-b790-b1f31247f6d1","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":118,"box":{"x":59,"y":237,"width":878,"height":12}},{"id":"a47600e9-6cdb-4272-8fa6-f03d7aa22eb6","block_type":"box","text":"useful in our analysis.","page_number":118,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"f812754b-3630-4c9a-9d47-2f37a26a7cfb","block_type":"box","text":"(11)","page_number":118,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"4eb685a1-1bd9-42be-91f6-3d37d683069a","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":118,"box":{"x":237,"y":252,"width":641,"height":12}},{"id":"0dfe68b8-1091-4a01-acfa-88c48374577d","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":118,"box":{"x":60,"y":267,"width":869,"height":12}},{"id":"375a15d2-02e5-4c30-8004-7640167dd4f2","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":118,"box":{"x":59,"y":282,"width":588,"height":12}},{"id":"d698cebe-18a7-41c8-969a-a3bfca950cfd","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":118,"box":{"x":59,"y":308,"width":855,"height":13}},{"id":"3a5775f8-9cc4-414a-9478-0c419857962c","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":118,"box":{"x":59,"y":324,"width":874,"height":12}},{"id":"4de1dbaf-3c95-40c5-9ddd-f3525abde34e","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":118,"box":{"x":60,"y":339,"width":850,"height":12}},{"id":"ac15741b-6d0f-4ea1-8f04-3801c8c62083","block_type":"box","text":"make informed voting decisions.","page_number":118,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"1a1aa0c8-bebd-4bcd-bed0-214920c6a176","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":118,"box":{"x":60,"y":380,"width":863,"height":13}},{"id":"9662ce4c-b957-4e65-b4ff-820f830aa603","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":118,"box":{"x":59,"y":395,"width":872,"height":13}},{"id":"28a84908-0a29-4c16-806e-78c49136d9b9","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":118,"box":{"x":59,"y":411,"width":872,"height":12}},{"id":"ad2e4c26-c8f4-4636-bfbb-8c4fe9a0b889","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":118,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"cb22ee06-754f-4682-81fe-de1dbb92e2b3","block_type":"box","text":"responsible business practices.","page_number":118,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"41f31479-6ebb-46d2-8de9-df9b7d8cc8c9","block_type":"box","text":"Climate and nature-related risk","page_number":118,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"26b1d570-9bef-49d8-bb06-42a9982e34f0","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":118,"box":{"x":59,"y":494,"width":828,"height":12}},{"id":"a2ed64ec-6520-47d3-9767-d94e339b06d6","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":118,"box":{"x":60,"y":509,"width":865,"height":12}},{"id":"0de42379-f37b-4b91-8f60-a0a945186a5a","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":118,"box":{"x":59,"y":524,"width":818,"height":12}},{"id":"fc2303f7-d20a-4974-b717-fe2c2b02d213","block_type":"box","text":"transition, including where available, their transition plan.","page_number":118,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"9dfd8537-be58-44df-8d85-b9f826970abc","block_type":"box","text":"(12), (13)","page_number":118,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"a2ac778b-b54e-400b-b088-c350c0686e2a","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":118,"box":{"x":516,"y":539,"width":393,"height":12}},{"id":"1a79f25c-05c0-4963-b8c1-b6d19039f4ef","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":118,"box":{"x":60,"y":554,"width":820,"height":13}},{"id":"705d3ccb-52f8-4e09-9e0c-21c22b69d0fc","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":118,"box":{"x":60,"y":569,"width":480,"height":13}},{"id":"f5cc2ff4-4278-4c5f-bfbd-ccfbf389605d","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":118,"box":{"x":60,"y":596,"width":878,"height":12}},{"id":"5c5865ce-2ef1-42eb-8d2e-3fc6689d8a33","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":118,"box":{"x":59,"y":611,"width":848,"height":12}},{"id":"f9ad7bdd-b87c-47e3-84df-3679ad7cfd2b","block_type":"box","text":"market.","page_number":118,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"72c83f58-e71d-4bbb-9a69-62431153cb4d","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":118,"box":{"x":59,"y":682,"width":825,"height":10}},{"id":"4110a49a-3402-4fd6-9f54-0db5060ae289","block_type":"box","text":"del that","page_number":118,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"a98d22bd-e201-41bc-a168-1c4cd9e83663","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":118,"box":{"x":92,"y":695,"width":826,"height":10}},{"id":"7148eafd-630e-4ad9-84fd-dc505c30682c","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":118,"box":{"x":92,"y":707,"width":832,"height":10}},{"id":"af761e7e-95c3-4a18-b244-b69309d43630","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":118,"box":{"x":91,"y":720,"width":443,"height":10}},{"id":"0fff60c6-475a-4bdf-9303-ac47a64055dc","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":118,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"0fb4fbf7-11f2-4832-a045-ce16f66d666e","block_type":"box","text":"ld on","page_number":118,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"24db69c8-5b9d-4997-82bf-afe7ba21252d","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":118,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"25b354e8-b95f-4eb5-988a-e55a5190f2cb","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":118,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"930a9d8b-bcdd-48f9-9720-38d50472af91","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":118,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"7a9c7e0c-40ed-4401-8f6e-1b8e1abe6bd3","block_type":"box","text":"accessed in December 2025.","page_number":118,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"ab75a08e-ed2c-49ff-bab3-3ea6e1a99448","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":118,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"a7f17753-561e-4828-b292-0124418173d6","block_type":"box","text":"uire","page_number":118,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"404f55f4-65b9-4959-ba7f-523739a89aea","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":118,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"88cf98b8-1533-4fd6-b717-f8c7663e1784","block_type":"box","text":"for","page_number":118,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"2ff89498-c944-477d-bc2d-3f133fd5e43d","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":118,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"04f9bf03-f8d2-4137-ab4a-5a96707b93ca","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":118,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"b2c19dd4-fe3c-45a5-8d42-6bd25da6ddbf","block_type":"box","text":"ins","page_number":118,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"087b3a24-1275-439f-893a-309c97887628","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":118,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"a30ae8a2-3512-48d1-b31c-6a0a411b5050","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":118,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"0ed3eaa2-1612-4cdf-94dc-c2c7071f2b2f","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":118,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"fd7f736c-f729-4b16-9f04-dcfdb6a75d24","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":118,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"b1473aa9-8b00-49fe-8ab0-f2bfd1e42943","block_type":"box","text":"A-29","page_number":118,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"88c81733-28dc-49a0-a513-b725604c67f7","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":119,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"719bf874-80c8-45ce-aa1b-f87bce598c7b","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":119,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"fd149087-48d0-498d-af26-b8c1f2ff3a29","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":119,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"2fc8b02e-6f20-4a37-8751-dfbdde3ca16b","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":119,"box":{"x":59,"y":112,"width":491,"height":12}},{"id":"b205a978-4f26-485e-a9b8-69dd35a81f14","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":119,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"6f8b8378-0170-4ea2-ae69-cbb2774a5b37","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":119,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"9e6fde3c-bd89-4194-bd89-eb734acff792","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":119,"box":{"x":60,"y":169,"width":832,"height":12}},{"id":"cd4820f6-d8fa-4d6b-ae09-7f3fe3ee51ad","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":119,"box":{"x":59,"y":195,"width":870,"height":12}},{"id":"f7464a36-8d1e-466d-9e3f-37ef5f3e339f","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":119,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"216e0ec0-fa71-4775-837d-8655915076de","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":119,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"53a56e04-c27e-43f2-96a1-35928023e6e0","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":119,"box":{"x":59,"y":240,"width":817,"height":13}},{"id":"dd393c99-fa69-4a9a-85c0-fa9a7ebb75f7","block_type":"box","text":"methodology develops.","page_number":119,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"030d4f6f-310b-47b0-9d1e-3af086acef6b","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":119,"box":{"x":60,"y":282,"width":826,"height":12}},{"id":"29d064a6-291d-4119-800f-c07f85f558e4","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":119,"box":{"x":60,"y":297,"width":835,"height":13}},{"id":"39022f23-4b1e-4805-82d8-1caa2e033b7e","block_type":"box","text":"financial returns.","page_number":119,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"012849a5-0cc2-468c-ad4c-530b901c29fc","block_type":"box","text":"(14)","page_number":119,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"d0760a10-73f3-43d5-b2b2-44f13097b7b5","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":119,"box":{"x":203,"y":312,"width":722,"height":13}},{"id":"45baf811-c97e-4927-9d67-b27a507425ff","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":119,"box":{"x":60,"y":327,"width":538,"height":13}},{"id":"e3e6d92b-d72e-4865-ab74-049dc0962735","block_type":"box","text":"(15)","page_number":119,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"67264c31-523b-4059-b36a-edf31f65bf7a","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":119,"box":{"x":76,"y":354,"width":519,"height":12}},{"id":"958e3471-ba5f-4506-9ffe-6ad26742e00f","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":119,"box":{"x":59,"y":380,"width":784,"height":13}},{"id":"91720dbf-ea7f-44bb-a449-357dc8653155","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":119,"box":{"x":59,"y":395,"width":842,"height":13}},{"id":"2384ab4e-9bdf-4c26-ba2b-06c54e385af0","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":119,"box":{"x":60,"y":411,"width":387,"height":12}},{"id":"07ad7a64-84eb-4571-bf9f-bfc4518c9476","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":119,"box":{"x":60,"y":437,"width":847,"height":12}},{"id":"a31999b7-fcf8-4ca6-825f-67cb4c4f7639","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":119,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"94ab210c-cf67-4f16-b6cf-630d90a4f017","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":119,"box":{"x":60,"y":467,"width":872,"height":13}},{"id":"5037b830-ca60-432b-ad50-13d0631082f7","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":119,"box":{"x":59,"y":482,"width":531,"height":13}},{"id":"4c4649f1-a48c-4d1a-a0f5-131b82a98729","block_type":"box","text":"(16)","page_number":119,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"c83a78f4-2fa8-4467-9837-24870fe64e7c","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":119,"box":{"x":59,"y":509,"width":843,"height":12}},{"id":"7a8875a4-bc7b-4da4-b395-cf0d17321558","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":119,"box":{"x":59,"y":524,"width":836,"height":12}},{"id":"92ebe062-a907-4034-ab6e-2a726c6d405a","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":119,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"3d3e1e76-7404-4524-8e5c-2c9d13b9be71","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":119,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"b9b28f9c-1ef9-4d6f-ab8c-5d2a2b95a9c8","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":119,"box":{"x":59,"y":569,"width":861,"height":13}},{"id":"78198275-a7f8-452e-9980-26faa341d7a1","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":119,"box":{"x":59,"y":584,"width":837,"height":13}},{"id":"c0a28a0a-06a6-4197-8fa5-6ffb2928f0b5","block_type":"box","text":"management and the board.","page_number":119,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"570753c4-a4d6-48ac-ae94-10ed8b8ed94b","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":119,"box":{"x":60,"y":626,"width":844,"height":12}},{"id":"f65a13c4-78bc-46fb-a7b1-e210de5098ff","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":119,"box":{"x":59,"y":641,"width":830,"height":12}},{"id":"f965c97c-2fc9-4003-99aa-9afb7c640d9c","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":119,"box":{"x":60,"y":656,"width":833,"height":13}},{"id":"303f20e8-aa77-4da9-9d54-018cb9916291","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":119,"box":{"x":59,"y":671,"width":728,"height":13}},{"id":"aa651492-8e97-49aa-8e7b-68d8dd3a90f5","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":119,"box":{"x":59,"y":698,"width":837,"height":12}},{"id":"aa8f07d1-d0e5-43df-999d-3c3a6ec1a015","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":119,"box":{"x":59,"y":713,"width":843,"height":12}},{"id":"41c84cc2-f7d5-4447-82e7-ad211802bb03","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":119,"box":{"x":59,"y":728,"width":726,"height":12}},{"id":"15178b9e-60fa-442a-a0c7-4a5c36235bf5","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":119,"box":{"x":60,"y":754,"width":441,"height":13}},{"id":"07938f15-8f63-4b94-8fb1-cf9d0dbd0e22","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":119,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"54f00845-578f-4244-bc7c-eb3e9d320754","block_type":"box","text":"global and regional level.","page_number":119,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"24ae7a8e-7861-4766-a298-4f5466972701","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":119,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"85f9ddc3-a3f4-47ed-ae83-b3cb9607c26a","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":119,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"73c80ec5-5e25-4191-b068-bec1b1395344","block_type":"box","text":"en","page_number":119,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"fcc01cab-4752-4405-ad6d-7fcf29b5c0f1","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":119,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"775a6be6-cfa4-4a8b-9b6d-3cd83c7ef10d","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":119,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"5cf7ef6a-858e-4890-99ed-2b38ed355b49","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":119,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"c45fc03b-09d0-46f7-aff7-42866e47591d","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":119,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"88e95aea-4f45-4d19-9001-a599049dc291","block_type":"box","text":"A-30","page_number":119,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"55579c72-c23c-4e61-9a20-ae7860ed88ba","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":120,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"69bb66c7-0eca-462e-883e-c07dc7811a24","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":120,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"437b3618-1cf4-4b2f-af73-313fd906af7d","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":120,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"e4b03c22-0287-47d7-ab67-83d345d51702","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":120,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"7cc6529f-42b8-48c8-ba1b-09055ec1e388","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":120,"box":{"x":60,"y":127,"width":860,"height":12}},{"id":"c1685dcf-12cb-4d85-b668-0d66645bf04e","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":120,"box":{"x":60,"y":142,"width":873,"height":13}},{"id":"f82d249b-153e-4be6-acaa-3517fc143e30","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":120,"box":{"x":60,"y":157,"width":824,"height":13}},{"id":"261e9fdb-873a-4188-a3da-39f7f21a63bd","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":120,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"658a8964-cb80-4769-bd64-e4fba2a1b022","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":120,"box":{"x":59,"y":199,"width":845,"height":12}},{"id":"3a24e49d-a99b-47cb-9cf3-04b263d0fb1c","block_type":"box","text":"activities for their specific markets.","page_number":120,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"340d8de0-7817-4066-9e15-b5b6493ec5e3","block_type":"box","text":"Vote execution","page_number":120,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"bd812657-27cc-4879-a923-b06aa03f0380","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":120,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"66059443-4bc3-437e-99e6-881d10736429","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":120,"box":{"x":59,"y":282,"width":853,"height":12}},{"id":"465c9887-ad9b-4ac3-b6ae-18ed9dd4ab6c","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":120,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"d6b38a1e-3dd3-4b3f-9afd-2bb9c8fcf67b","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":120,"box":{"x":59,"y":312,"width":866,"height":13}},{"id":"0e88132f-31b1-4536-a7d2-729c86138ad8","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":120,"box":{"x":60,"y":327,"width":874,"height":13}},{"id":"d3697284-c75c-4f37-9603-765f66d28506","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":120,"box":{"x":59,"y":343,"width":677,"height":12}},{"id":"74266a6a-e6f5-46bf-adc3-33dc05375af9","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":120,"box":{"x":60,"y":369,"width":843,"height":12}},{"id":"b27a8449-50f8-4fb3-a4a8-a0b57a86171c","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":120,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"6e1ed916-ad84-4cca-8671-981713079215","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":120,"box":{"x":59,"y":399,"width":819,"height":13}},{"id":"ae3f29f7-23d8-4716-acf5-fa14ae470896","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":120,"box":{"x":60,"y":414,"width":877,"height":13}},{"id":"6a9656d4-5561-40a1-93a2-1d348f16cb1a","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":120,"box":{"x":59,"y":429,"width":859,"height":13}},{"id":"cdf51d12-6928-4012-aa01-01df9975d13d","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":120,"box":{"x":59,"y":445,"width":863,"height":12}},{"id":"3aba0008-6aa9-4f8b-bbe4-8b620ad565be","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":120,"box":{"x":60,"y":460,"width":807,"height":12}},{"id":"de3bc9bc-0af3-4b25-a35b-94a5745cda86","block_type":"box","text":"burdensome administrative requirements.","page_number":120,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"46ad5656-d2db-4842-bafb-874063523809","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":120,"box":{"x":60,"y":501,"width":817,"height":13}},{"id":"85904011-d6f0-4929-a502-741a4aef7795","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":120,"box":{"x":60,"y":516,"width":868,"height":13}},{"id":"e68fd8e8-00b5-460c-b720-fe71f227edc5","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":120,"box":{"x":59,"y":531,"width":879,"height":13}},{"id":"0c6720b2-4174-4ffb-8c1d-8aaed298645a","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":120,"box":{"x":60,"y":547,"width":397,"height":12}},{"id":"f9696a34-fd70-495e-847c-21759f7dd437","block_type":"box","text":"Conflicts management policies and procedures","page_number":120,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"4fbbbc6a-7019-466c-a8e8-a0a11852a4ff","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":120,"box":{"x":60,"y":600,"width":849,"height":12}},{"id":"5e5a1427-dd18-4763-91af-d2ac5c1f4b11","block_type":"box","text":"level vendor management activities.","page_number":120,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"e235fca9-c482-4727-ae38-8df781d9ae1f","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":120,"box":{"x":60,"y":641,"width":873,"height":12}},{"id":"b0458e2c-d825-4671-986d-7631f57e5046","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":120,"box":{"x":60,"y":656,"width":829,"height":13}},{"id":"9a3eb200-ba6e-4ce3-998f-56ae75739126","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":120,"box":{"x":59,"y":671,"width":730,"height":13}},{"id":"b9e4c590-83f3-420a-a349-6c4d187d6dbf","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":120,"box":{"x":60,"y":698,"width":584,"height":12}},{"id":"ce3b1ccd-fbba-4c1f-8a5e-6d79a39ded5c","block_type":"box","text":"Securities lending","page_number":120,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"57dbedd9-2ad1-4c39-9dd2-07a95774d843","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":120,"box":{"x":59,"y":751,"width":863,"height":12}},{"id":"a834268c-0eda-4e4f-a2ba-5e4d403323f0","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":120,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"a7638f97-2c88-456e-a9a5-621751e9be15","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":120,"box":{"x":59,"y":781,"width":845,"height":12}},{"id":"36d89b7f-ce10-4336-8554-fc10113f5a72","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":120,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"eef82c7e-68b9-4d6e-bfd7-7d3dc0e95a24","block_type":"box","text":"industry standard legal agreements.","page_number":120,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"9824bcd8-15f4-4f82-91a1-3a35025c9d45","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":120,"box":{"x":59,"y":838,"width":866,"height":12}},{"id":"2bf87c3f-8dd2-4152-806d-aa67d6d64056","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":120,"box":{"x":59,"y":853,"width":828,"height":12}},{"id":"74500f77-51ab-4522-b97b-a6fde24602f8","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":120,"box":{"x":59,"y":868,"width":866,"height":12}},{"id":"6eb15cfc-01aa-48de-99aa-c5c83735bf50","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":120,"box":{"x":59,"y":883,"width":854,"height":12}},{"id":"9dce4f3f-8f8b-49a4-b9a7-db20f0d94e06","block_type":"box","text":"A-31","page_number":120,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"ddad29b9-f6da-4ef0-aa22-84f36f67d66a","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":121,"box":{"x":60,"y":67,"width":837,"height":12}},{"id":"c4376679-5c06-47f2-bc7d-80725d19711d","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":121,"box":{"x":59,"y":82,"width":726,"height":12}},{"id":"4fcd8a22-20f8-46d0-bdf6-129db5524973","block_type":"box","text":"(17)","page_number":121,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"c76735c2-925c-4e4f-9ee5-89a42646a211","block_type":"box","text":"BIS works with","page_number":121,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"444a8d99-0453-45b2-b5bf-4832b516ac5f","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":121,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"3b762e7b-7d81-479f-8ec8-94a25eb10eb6","block_type":"box","text":"recalling shares on loan.","page_number":121,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"7557a9b5-d039-4570-a7d4-9e6237f405d8","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":121,"box":{"x":60,"y":138,"width":872,"height":13}},{"id":"3e053249-7818-4aa6-acce-ec853f467b5b","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":121,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"d7b05ba1-2fca-4eed-9e9a-d98d6971cd22","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":121,"box":{"x":60,"y":169,"width":831,"height":12}},{"id":"8356ec51-2489-4642-977c-d89e454535dd","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":121,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"83a067ac-aff0-4de8-b061-784abfc4f380","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":121,"box":{"x":59,"y":199,"width":406,"height":12}},{"id":"5007e4d4-17e8-4613-a0de-0fc13128c386","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":121,"box":{"x":60,"y":225,"width":840,"height":13}},{"id":"39c61c26-1283-48c3-b38c-76bf96584dc3","block_type":"box","text":"modify it as necessary.","page_number":121,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"95bb193f-7001-47cc-a4ab-5afd46084146","block_type":"box","text":"Voting Choice","page_number":121,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"44994aa0-b5b6-4b8a-a02d-51d507ce06f9","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":121,"box":{"x":60,"y":293,"width":855,"height":13}},{"id":"2396a5d4-addd-436f-99c4-94dc2339ea8c","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":121,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"4d7bc813-1e50-4035-a28d-8d260ccfb673","block_type":"box","text":"(18)","page_number":121,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"2ecb23de-f044-4a7b-aa45-ffc455df922e","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":121,"box":{"x":59,"y":335,"width":848,"height":12}},{"id":"3272320a-a3fa-4d59-beca-7c6c294371a5","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":121,"box":{"x":59,"y":350,"width":828,"height":12}},{"id":"9b01bf23-b5ee-4ad6-913b-024553680812","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. In addition,","page_number":121,"box":{"x":59,"y":365,"width":811,"height":13}},{"id":"a8eb43e8-5d7d-4add-b40f-5cb1605b4ded","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":121,"box":{"x":60,"y":380,"width":877,"height":13}},{"id":"fa8fd5c9-21e1-456c-b607-4b46a0040d6e","block_type":"box","text":"their investment strategies.","page_number":121,"box":{"x":59,"y":395,"width":189,"height":13}},{"id":"41d63cf0-ed55-4425-a640-c718ba831121","block_type":"box","text":"(19)","page_number":121,"box":{"x":250,"y":393,"width":20,"height":8}},{"id":"7f7a2c93-14e4-4a9c-8d0e-0e6a9afc34d3","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":121,"box":{"x":275,"y":395,"width":591,"height":13}},{"id":"2fef86bc-4d15-44e4-91d2-e1b8e9266296","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":121,"box":{"x":60,"y":411,"width":327,"height":12}},{"id":"0d655804-a0db-4061-afcf-1709ea8fe419","block_type":"box","text":"(20)","page_number":121,"box":{"x":389,"y":409,"width":21,"height":8}},{"id":"550af049-3507-46fe-b19c-9f68cdc1f455","block_type":"box","text":"As a result, the shares attributed to BlackRock portfolios in company share registers may be voted differently depending on","page_number":121,"box":{"x":59,"y":437,"width":859,"height":12}},{"id":"6e7c9db2-306f-4c6c-a671-a8dd90c95f57","block_type":"box","text":"whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party","page_number":121,"box":{"x":59,"y":452,"width":864,"height":12}},{"id":"c01dcae8-950f-4b93-92fc-b180093d46e0","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":121,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"d06732d9-b37d-4828-ac60-c89392a8606c","block_type":"box","text":"because of Voting Choice.","page_number":121,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"fd3b8757-fdd5-4a35-ad59-afc49b0df0bf","block_type":"box","text":"(21)","page_number":121,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"87969d93-b52e-4aae-8470-f5f4015a98db","block_type":"box","text":"Reporting and vote transparency","page_number":121,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"9fe0fbab-53b2-4ca2-abee-80997b639d03","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":121,"box":{"x":59,"y":535,"width":805,"height":13}},{"id":"1ff284a6-d268-463a-af70-1b8f13c088f3","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":121,"box":{"x":59,"y":550,"width":846,"height":13}},{"id":"68ecd48a-be09-4c52-9ae0-541797dcbd36","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":121,"box":{"x":60,"y":566,"width":875,"height":12}},{"id":"72155e3d-196b-458e-b168-5a59fd24c67e","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":121,"box":{"x":59,"y":581,"width":840,"height":12}},{"id":"e8bb1b73-c2ae-4937-b7fd-1d26c929e3ad","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":121,"box":{"x":60,"y":596,"width":425,"height":12}},{"id":"d4e3f7b8-da1d-47b6-89e8-d271ec164608","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":121,"box":{"x":59,"y":743,"width":848,"height":9}},{"id":"cd58cfd2-c4ac-4e8c-abca-e81fbea649c9","block_type":"box","text":"ally","page_number":121,"box":{"x":909,"y":743,"width":18,"height":9}},{"id":"90d58fd3-f418-4c30-a458-a74d793241e0","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":121,"box":{"x":91,"y":755,"width":818,"height":10}},{"id":"983c95d9-d095-472c-9802-90725f64fc97","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":121,"box":{"x":92,"y":768,"width":831,"height":10}},{"id":"297b11b4-c2e2-4dc7-9d13-872b031a4d99","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":121,"box":{"x":92,"y":780,"width":810,"height":10}},{"id":"3187da4f-f9ac-4405-9195-9904ebdebba1","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":121,"box":{"x":92,"y":793,"width":831,"height":10}},{"id":"301c69ac-cc72-42ca-b7fc-577bde70811a","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":121,"box":{"x":91,"y":806,"width":746,"height":9}},{"id":"1c32317c-9a90-407a-b61f-6bf1e9a17f56","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":121,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"d6a90e3d-845e-4155-8f19-7cc481dd9904","block_type":"box","text":"nsider","page_number":121,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"05546480-ebdb-4e4d-a05e-3685072e2768","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":121,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"dd5b41f4-1771-4732-bfad-9e89129fffce","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":121,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"5d47b6b9-ba2e-4af8-a3fa-f7f0b95320df","block_type":"box","text":"s from","page_number":121,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"c8d6c200-a50b-48d3-a015-c60acdf64816","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":121,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"58d10a59-8e8c-4975-8233-842e92e4eff5","block_type":"box","text":"icy.","page_number":121,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"3ca42f04-2320-4096-b803-d54084e0c87a","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":121,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"ae8606de-0f02-4d9b-ac9b-9a8d84d38df1","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":121,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"627c5c42-5176-4084-8dc3-b7d473a63073","block_type":"box","text":"A-32","page_number":121,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"6dee704e-ed1c-428c-8c4a-40ccd7710405","block_type":"box","text":"Want to know more?","page_number":122,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"7d789a40-7390-4b64-937d-82b5fcf32708","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":122,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"515f0436-175b-4a20-96b8-8aaf2072b699","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":122,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"2f675eca-74c4-4561-b435-6318c7350057","block_type":"box","text":"principal.","page_number":122,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"8707c780-9e99-4de8-8806-7aa483c54ed2","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":122,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"6ad05c59-550d-41ec-b3ef-ab5c47a2ee4a","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":122,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"5ba23d51-93f3-4622-ae0b-3996dc5b9a06","block_type":"box","text":"BLACKROCK","page_number":122,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"87cbb378-5176-474f-b1e1-4db085d8e479","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":122,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"a31fadb1-4487-4852-a14d-11fa38ca83bd","block_type":"box","text":"States and elsewhere. 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BlackRock offers a range of proxy voting","page_number":123,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"ab4d97ed-438f-4e47-b37a-6369462526bc","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":123,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"ef032cd9-2dea-4cd7-af5c-9a85ae853e09","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":123,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"e6a8ec1f-58b9-4e14-aeab-4a88045dd066","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":123,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"fcd6ee7f-33fa-4120-b814-de88e02a4398","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":123,"box":{"x":60,"y":496,"width":314,"height":13}},{"id":"581ad0f9-6dab-405a-b994-e6c685588ddf","block_type":"box","text":"1.","page_number":123,"box":{"x":61,"y":517,"width":9,"height":9}},{"id":"0dd87998-764a-4f16-bb4f-c3d93166d28e","block_type":"box","text":"Engaging with the boards and management of companies","page_number":123,"box":{"x":99,"y":516,"width":418,"height":13}},{"id":"fb1123a1-ea12-44f9-96df-4658c863768c","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":123,"box":{"x":523,"y":516,"width":405,"height":13}},{"id":"b105750d-3558-4343-bf1c-70ba072542e3","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":123,"box":{"x":98,"y":531,"width":833,"height":13}},{"id":"e2546f1b-d3a0-4e56-82af-50e923717349","block_type":"box","text":"and to help inform our voting on behalf of 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economy:","page_number":125,"box":{"x":92,"y":155,"width":745,"height":12}},{"id":"fc5e5ec5-507c-4261-b581-f7df35904733","block_type":"box","text":"This includes","page_number":125,"box":{"x":842,"y":155,"width":91,"height":10}},{"id":"005e6fc4-ea62-4fc9-b811-f67fe0a24dfa","block_type":"box","text":"companies which produce goods and services that contribute to real world decarbonization or have a carbon intensive","page_number":125,"box":{"x":92,"y":170,"width":830,"height":12}},{"id":"4e9a4bee-2a7b-4a49-bed9-f8e7aa720b0e","block_type":"box","text":"business model and face outsized impacts from the low-carbon transition.","page_number":125,"box":{"x":92,"y":185,"width":519,"height":12}},{"id":"f32c2bff-23bc-4c0a-8003-2f92424ed62e","block_type":"box","text":"•","page_number":125,"box":{"x":59,"y":209,"width":4,"height":3}},{"id":"dad68c0b-83a4-4dea-9e78-02f1ce35e653","block_type":"box","text":"Apply a nuanced approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":125,"box":{"x":91,"y":205,"width":822,"height":13}},{"id":"1d369c5f-5327-4734-98fc-5f62fea07ed3","block_type":"box","text":"sectors and markets:","page_number":125,"box":{"x":92,"y":220,"width":149,"height":10}},{"id":"29b78508-3355-4261-bc02-34581760a7dc","block_type":"box","text":"The Guidelines take into consideration the varying speeds at which sectors and markets are","page_number":125,"box":{"x":246,"y":220,"width":642,"height":13}},{"id":"cde53c7e-a4e1-46d0-9b0f-775380c30c85","block_type":"box","text":"decarbonizing based on technological feasibility, consumer demand, government policy, regulatory frameworks and","page_number":125,"box":{"x":92,"y":235,"width":810,"height":13}},{"id":"80ddf0cf-c677-469f-8133-46c4b91d665f","block_type":"box","text":"other factors. Further, the Guidelines recognize that these factors are uncertain and dynamic.","page_number":125,"box":{"x":92,"y":251,"width":650,"height":12}},{"id":"c5cd4b69-1840-4e98-82a4-c2aa6ae6cf08","block_type":"box","text":"•","page_number":125,"box":{"x":59,"y":274,"width":4,"height":3}},{"id":"ab5bc0b7-ac23-448f-badc-0443232a8c55","block_type":"box","text":"Take a long-term, pragmatic approach to the low-carbon transition that minimizes disruption to portfolio companies","page_number":125,"box":{"x":91,"y":271,"width":843,"height":12}},{"id":"6fff0a26-f33e-4ae6-a113-0e4b241b8801","block_type":"box","text":"and their key stakeholders:","page_number":125,"box":{"x":92,"y":286,"width":193,"height":12}},{"id":"c22ea517-92f5-4d24-b00d-912901d2c6e2","block_type":"box","text":"The Guidelines recognize the challenges that many companies face in adapting their","page_number":125,"box":{"x":290,"y":286,"width":591,"height":12}},{"id":"fe0c1484-e77b-40f5-8519-b57d772dc0a3","block_type":"box","text":"business models to the low-carbon transition. It reflects a view that a smooth transition — where companies adapt","page_number":125,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"e340b6de-ad26-4730-bf71-95c449e91d54","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":125,"box":{"x":91,"y":316,"width":845,"height":12}},{"id":"9be22baa-b127-446d-aa91-06687db99e0f","block_type":"box","text":"stakeholders than a disorderly transition. 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Under the Guidelines, the dedicated team makes","page_number":125,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"8693d217-092c-4a05-ac67-f9e3c5ad9e90","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":125,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"09b9e9d3-1d5e-44e3-9a34-4ef49bf99d38","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":125,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"3f3eb499-b900-4d1c-840c-c41a0ffc4a6d","block_type":"box","text":"Voting approach under the Guidelines","page_number":125,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"c9dacb12-b52b-4023-8383-618bc93ac020","block_type":"box","text":"(12)","page_number":125,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"c7779a43-0b0b-4a6f-95ad-cc0a82f149c3","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":125,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"80546d12-0988-44a9-8ae2-e945e6475ef2","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":125,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"3f7c01f7-d427-44a3-b867-b5ec7b5a2976","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":125,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"72db9355-2a0b-48c3-bb4f-9aba7591587e","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":125,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"542e22a7-cdca-4442-bf1e-3ce4b06e71ac","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":125,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"c0881397-a782-4f33-983c-8d51b6855dd5","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":125,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"0b00c38f-3923-44e7-a890-ea9a3dd19a7b","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":125,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"6cea9ebc-6e3c-45e0-84f5-e8168949c7a3","block_type":"box","text":"Corporate Disclosures","page_number":125,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"29b0f36a-7736-4f43-9843-133f2feb74a9","block_type":"box","text":"(13)","page_number":125,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"1e12b3ad-4e42-415e-b4ff-60d5e1cfb5e2","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":125,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"d3b88559-1feb-4637-9a8a-d62620468a1b","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":125,"box":{"x":59,"y":700,"width":856,"height":13}},{"id":"bfe72ef9-eb13-4a57-a45d-217bc8eb125c","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":125,"box":{"x":60,"y":715,"width":840,"height":13}},{"id":"7bac85a2-4e2c-422f-bf1a-b77b9e20b567","block_type":"box","text":"determined most appropriate, which may include:","page_number":125,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"358755f3-b1d0-4c70-8d4c-562112f55897","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":125,"box":{"x":60,"y":751,"width":865,"height":12}},{"id":"64e8b48b-6b88-49c0-b162-4b8aa3321c06","block_type":"box","text":"(11) Aladdin","page_number":125,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"c0c5c06d-d74f-4fe6-b7cc-06e452d26b27","block_type":"box","text":"®","page_number":125,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"814c11c5-999d-4bd0-bce6-939dab88bc5a","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. Aladdin","page_number":125,"box":{"x":144,"y":798,"width":689,"height":10}},{"id":"78e5422c-0a7b-4811-93e9-d44db6e48cef","block_type":"box","text":"®","page_number":125,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"7fa223c8-9c83-42e1-b6bc-776f375e44f4","block_type":"box","text":"is a proprietary","page_number":125,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"378c0672-ba61-4ca5-9648-708b1c891c7e","block_type":"box","text":"investment and risk management platform.","page_number":125,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"318da708-2c13-4192-be4f-4a85e188e7a4","block_type":"box","text":"(12) These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide as to how the dedicated team w","page_number":125,"box":{"x":59,"y":826,"width":859,"height":10}},{"id":"e4a1caae-728c-4ac9-b4b6-02297400d0b0","block_type":"box","text":"ill","page_number":125,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"5adec3d3-6079-4444-a47a-5954b0503c1f","block_type":"box","text":"engage and/or vote in every instance. The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":125,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"1d2bf115-494d-419f-b7d7-3f8c307d336e","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":125,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"cbee078b-5d34-46e9-9381-9c2209d72ac5","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":125,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"c5eaefae-3da3-40c3-8d1e-88298786139d","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":125,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"84c3ddf7-c96e-4a64-be08-2e61149a2f88","block_type":"box","text":"d","page_number":125,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"3be967f3-8f30-4d4b-8c84-664d59bfa8d2","block_type":"box","text":"looking statements.","page_number":125,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"d04db92d-deae-4da8-ba36-045f49718995","block_type":"box","text":"A-36","page_number":125,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"3f92d055-c295-4036-8b5a-199658247846","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":126,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"5dde7679-26f2-41e8-aefd-bb88fff9f992","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":126,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"0b685a0c-4cf6-49bb-8f81-978cc0cece85","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":126,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"f158eb65-b049-479f-ae6a-305ce44056a5","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":126,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"1770e3f1-0b31-40fb-a1b1-5cae015f1d87","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":126,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"1818142a-3ad0-4575-81dd-6582e7c72e88","block_type":"box","text":"(14), (15)","page_number":126,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"ee1fe75e-f477-4a33-8ec4-54504d093ee6","block_type":"box","text":"IFRS S1","page_number":126,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"1615f264-e6f1-4aa2-8104-1b8a17456b28","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":126,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"c81fcf0d-2da0-4ac7-b69c-bc2d4caef5ef","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":126,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"741bfd17-cef3-4491-b62d-6671f00031dc","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":126,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"9fd9a229-c9c4-42b4-8004-470cf94c0f7f","block_type":"box","text":"standards are developed.","page_number":126,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"14909581-8cec-4db9-8f10-b81db75dd16f","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":126,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"a6f6d2e0-0629-4c91-96a3-01b75ac8ded4","block_type":"box","text":"(16), (17)","page_number":126,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"4d6cf962-d49f-442b-afbb-e6d8142eeb31","block_type":"box","text":"In addition, the dedicated team looks to","page_number":126,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"b7326cba-ea2c-4284-903c-92008caf7f00","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":126,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"5eac2960-686a-486a-b29e-2c672e39fe4e","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":126,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"e14a938c-fc27-4511-a49b-62998b77c91c","block_type":"box","text":"reductions. Scope 3 information, including how a company is working with its value chain to accelerate reductions in","page_number":126,"box":{"x":99,"y":258,"width":818,"height":12}},{"id":"8ceb2f30-0fbb-43d9-985c-e4b7a4025fcb","block_type":"box","text":"GHG intensity, provides useful insight to investors focused on investing in the low-carbon transition and understanding","page_number":126,"box":{"x":98,"y":273,"width":833,"height":13}},{"id":"a73f7210-1047-4130-9fb9-800bbd6debc2","block_type":"box","text":"the impact of their investments on their decarbonization goals.","page_number":126,"box":{"x":98,"y":288,"width":439,"height":13}},{"id":"93dce348-0ef8-462f-955c-63635cbb3f05","block_type":"box","text":"(18)","page_number":126,"box":{"x":539,"y":286,"width":20,"height":8}},{"id":"2b40a79e-7cba-4cb7-82f5-84e33946cf61","block_type":"box","text":"However, the team recognizes that companies have","page_number":126,"box":{"x":565,"y":288,"width":358,"height":13}},{"id":"b01a1d5b-d5c0-407c-bfa7-115c94e5c499","block_type":"box","text":"varying ability to influence the emissions across the different parts of their value chain and, therefore, it is helpful when","page_number":126,"box":{"x":98,"y":303,"width":831,"height":13}},{"id":"bd5e6409-bdf3-45c2-9bea-adce90fcf880","block_type":"box","text":"disclosures explain the implications for the achievement of their decarbonization targets. For some companies that play","page_number":126,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"43bab47b-e6af-4e48-a155-3385ad52d34d","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":126,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"ab5f11b4-fc6c-4da4-b319-bf2acf4bff3e","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":126,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"910d1383-c612-4636-a931-fb8c3fe85703","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":126,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"5d45ec7c-293b-4d56-a9f2-ba3a60e46353","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":126,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"5a331fd8-ef8e-4b16-a931-083f17d579ef","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":126,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"9ed6733d-e83f-484e-bf8f-78e883d21bca","block_type":"box","text":"mitigate material transition risks.","page_number":126,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"47401061-ed92-464b-8e70-74e8cee5cd7e","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":126,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"d037b002-4544-4abd-b5c5-58068dcc1b90","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":126,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"113fbf6b-2963-4b38-aaa5-22fae64744be","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":126,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"706572c4-d995-4248-81a7-efaf0e7a8568","block_type":"box","text":"Transition plans","page_number":126,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"c3b48abc-17e3-445c-a1fe-0f527e113504","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":126,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"8d147416-489a-47a9-a83a-cedac534ddbb","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":126,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"d3109544-71df-4d7c-aafa-fb79891876ec","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":126,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"7ecdb88a-7d09-410a-bef9-0595621f5f26","block_type":"box","text":"(19)","page_number":126,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"37009afa-ae63-4df3-984f-27c562972054","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":126,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"84aa1e3f-ef74-4b31-b066-2b2d4ed07873","block_type":"box","text":"ld on","page_number":126,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"196a26d3-f1a9-4ce2-a58f-5028411436fd","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":126,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"42f4107f-aabb-4969-bfe7-4634964eb4e9","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":126,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"ec09d658-1872-48b3-afdf-85f20745c54d","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":126,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"90dfa54a-4652-4783-841c-ac5c07190fdb","block_type":"box","text":"accessed in December 2025.","page_number":126,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"34fe2353-56f2-423c-9adf-b41c88af2d99","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":126,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"4ab44e5c-2abb-401a-b273-fb752d3b4780","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":126,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"f8704bc1-03ff-4c04-a922-8d1ebf71b4bb","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":126,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"cbed2f0a-ce94-4890-a1b8-1161da5cd791","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":126,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"7a11faa5-caec-4098-8977-cb332e57197a","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":126,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"0a64d982-a369-4862-bee6-49c441528b5a","block_type":"box","text":"o","page_number":126,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"bc598414-1e1d-4a94-92e4-bc2f234f662d","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":126,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"ee96f52f-2a3d-486c-b2d9-6978f2c70c98","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":126,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"58521cda-a73e-47f7-b967-8b59e149dcb6","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":126,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"6f13bbc1-c5fc-4708-a96d-06ab6862e11d","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":126,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"aba54cc2-b9b9-4cac-9a4c-b8a7fd996b66","block_type":"box","text":"o","page_number":126,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"facb7dac-defa-4c25-abc1-b250a98c83ae","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":126,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"26733843-0799-4917-bac4-ca2b603e4dca","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":126,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"630574a2-691e-4eab-912d-c545336c4eef","block_type":"box","text":"December 2025.","page_number":126,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"09642e1b-0522-49f4-aca9-ced03eac9513","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":126,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"bddfb2a8-93e4-4229-b0fa-9faf6dc270fa","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":126,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"5f22eefa-b70f-43fe-9755-35594d76c0c5","block_type":"box","text":"by","page_number":126,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"7cda8757-755b-4440-a1eb-13683bd2b278","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":126,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"847c1740-1328-4fcc-8be7-ee65f8bb8542","block_type":"box","text":"ries that are material to their business models.","page_number":126,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"417f7034-255a-4dc9-b702-a1c18b49a721","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":126,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"5a2c63d6-cd17-4b69-9908-e06c304b5c6a","block_type":"box","text":"A-37","page_number":126,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"bea7098c-5f22-438d-94f2-b312c7971955","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":127,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"f31104a9-4ec0-4660-a1b0-b34adb93d31e","block_type":"box","text":"plans.","page_number":127,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"d0fc756c-34a7-4405-9ccf-a6a5a97be929","block_type":"box","text":"(20)","page_number":127,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"20d65995-18d9-4d74-b54a-699c504fa8e1","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":127,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"22602628-77f8-460f-9d8e-889370c31e06","block_type":"box","text":"approaches.","page_number":127,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"9b900f60-40b5-4629-91d1-ad0aeccf14f7","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":127,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"adae6bfd-11c6-4be0-9370-f04da905a03d","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":127,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"9d2bf0d2-f9e6-4b5a-a56d-006551e38609","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":127,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"8b75b19e-23cd-4f9e-8fd1-125c4086b3d8","block_type":"box","text":"Boards and directors","page_number":127,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"c1631d2f-55c5-4ee8-9723-b8754f9032b4","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":127,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"3b25e0df-eadc-4831-b5f8-3f77e7d6eb6f","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":127,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"22e8179f-8749-4709-aff8-01563c35932f","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":127,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"d6fc8c84-0044-4ec7-98b9-1dbbafdeca19","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":127,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"3d623c58-68ef-4965-a98d-0175f45871b9","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":127,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"4d44eded-1922-4276-900f-dbb5a4cdd984","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":127,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"fcd027d3-e78d-4069-b971-be51e34497a1","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":127,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"33108cac-97b3-4289-9a55-45f403f23132","block_type":"box","text":"accountability for delivery by senior executives.","page_number":127,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"8d3d0b49-20af-41f3-807e-9fc4c84b40a1","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":127,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"3a399fc1-61da-40cd-ac70-b02acbf47d0e","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":127,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"1a514ce6-0aee-4d9a-8018-2c6803ef6bd6","block_type":"box","text":"transition strategy.","page_number":127,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"cfeed375-ee18-42bd-95c9-56802a859c4d","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":127,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"76f314f2-3be6-4d9c-be43-e777ab713567","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":127,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"a31987f6-ff21-4ea8-89c7-b0ecf59d3749","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":127,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"e1c19d54-6917-4599-82c6-563bc080ca36","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":127,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"22dcfe93-cd64-464f-9e0d-3b86fb6483e6","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":127,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"1a69a5d5-eecc-4230-85dd-f096811ae146","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":127,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"1c92954f-3d7c-40c5-8989-c2833dab867e","block_type":"box","text":"low-carbon transition strategy.","page_number":127,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"5044d4eb-3373-465f-b572-aafac5da009a","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":127,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"26e11548-4ac8-4eb2-b7eb-a74946b30f5a","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":127,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"489d2f82-e2fd-490b-92e1-4578174c1c46","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":127,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"f396d8a0-7195-4929-9094-7413eef4940d","block_type":"box","text":"constituents in their value chain.","page_number":127,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"ec0a596e-8041-4f10-9a7e-2845cc61dba0","block_type":"box","text":"(21)","page_number":127,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"17039e09-c716-4639-92e4-a926e488b026","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":127,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"74ddfa26-3143-40b3-8bd2-174f82d1d1e0","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":127,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"9db37c3f-d755-4003-8636-b5f5370e895d","block_type":"box","text":"(22)","page_number":127,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"42ce3229-0d79-4dab-93d0-124844ef7533","block_type":"box","text":"The dedicated team looks for public policy","page_number":127,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"7a75369c-6c13-4245-a588-1d7f6600fa36","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":127,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"1709bc24-f094-46da-9b76-ae01eb121479","block_type":"box","text":"carbon transition.","page_number":127,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"90333c22-f3b0-427d-8653-c370cd2ed353","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":127,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"fa347998-85ad-48f3-acfd-9d1cbfe28970","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":127,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"e62f783e-904e-4103-bb38-6e2877c5302d","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":127,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"b7bbb4e8-28cc-4b80-8efb-f535f722979a","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":127,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"8bd4f2b5-aa5d-4b24-ab0a-9f67e4f88701","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":127,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"8b9e30f6-0be0-40fc-9a16-b9c7e6438ea4","block_type":"box","text":"ave","page_number":127,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"f12d88d2-f4e3-47cc-b851-b58bb864d3d2","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":127,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"0b361615-cd2f-408e-8aeb-e33576d41e0f","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":127,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"b082ca4d-6778-4515-b12e-a1307f9923ca","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":127,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"d2f30f05-e296-43bc-8a0f-e47c572da18a","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":127,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"45a6733c-bc84-444e-bb6a-f5123e82f0fe","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":127,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"02ecf955-ce4f-4efb-a02e-c6bb473f945f","block_type":"box","text":"lv","page_number":127,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"6a42439c-5d67-423e-813c-e663e5e8797e","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":127,"box":{"x":92,"y":826,"width":819,"height":10}},{"id":"2735700b-fd9b-467c-86e4-e29a62e64c3f","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":127,"box":{"x":92,"y":838,"width":822,"height":10}},{"id":"a94a6d96-b3fd-43c6-84d2-180ffd2d2e70","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":127,"box":{"x":92,"y":851,"width":832,"height":10}},{"id":"c6183278-5be3-48c1-889c-47d9c71c43a5","block_type":"box","text":"n","page_number":127,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"e3ce6d00-e37b-496d-b3fc-20a7f51ab3df","block_type":"box","text":"December 2025.","page_number":127,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"b75fdcd4-4634-4727-a00e-b1d1bae933e8","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":127,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"ef75cb5e-6e5a-49e8-a331-a780d0bc2836","block_type":"box","text":"hips), and","page_number":127,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"f0c0388a-33d5-41d1-a994-18e7f7b6366b","block_type":"box","text":"corporate political contributions.","page_number":127,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"4b0ad231-00c4-499c-a9d0-585ceabf69fe","block_type":"box","text":"A-38","page_number":127,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"f4191597-ae9b-4589-91bb-aea59d2f6d45","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":128,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"30e7188a-1a70-4573-bc92-b81c93d2fb03","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":128,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"6079e657-1250-4736-9c23-e562bbad21e9","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":128,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"37cf4c15-2995-42a9-b742-aad48a80c230","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":128,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"67ec71fa-fd07-41c0-9102-a768f0dfa9ba","block_type":"box","text":"board or equivalent and/or board reports.","page_number":128,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"30cb0d86-5edc-4eea-9906-fccf0bac750c","block_type":"box","text":"(23)","page_number":128,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"1ed7a4e1-dd1a-4bbc-ab05-8047942657b9","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":128,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"8c0a838d-034e-4d0d-b32b-716b4cd26de7","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":128,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"ad847136-9ea1-4e4c-88fc-7cb78e299170","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":128,"box":{"x":60,"y":184,"width":455,"height":12}},{"id":"64d782d2-2fd5-46e2-ac83-d5346af1b216","block_type":"box","text":"(24)","page_number":128,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"0b527d3e-1b18-4704-8f54-44a04a4fa15d","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":128,"box":{"x":76,"y":210,"width":521,"height":13}},{"id":"f4f6f51b-5dc4-4e4f-9cf3-1d52f058547b","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":128,"box":{"x":60,"y":237,"width":849,"height":12}},{"id":"8d8cdcc0-49fc-4277-9938-d18003f84abe","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":128,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"120b71bc-ad07-4948-8422-1093ff825ce7","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":128,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"9b5847cb-e192-4ac0-88ed-f37e1aede921","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":128,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"f02ba74d-185f-436b-96e3-7ac43124d755","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":128,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"a530b11b-e46b-433f-b485-decb927dd818","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":128,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"e07fc0fe-ed74-4141-aa68-9e5bccb453c0","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":128,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"aa91159f-2fc4-4340-ba5e-fb51bc6bdbf6","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":128,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"7936f82d-46b9-4ee8-8e0d-99699a840b71","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":128,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"8a4bee3e-4959-481b-bf1b-e7127fc4c89a","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":128,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"794bc214-a7e3-4936-9611-f58220a98e8a","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":128,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"9ee81ded-554f-4ec4-a14e-7b365bafb965","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":128,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"fd470d2a-7baa-46be-93fc-f4e36cf800fc","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":128,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"295a8d6c-24f2-401f-ac62-59de59476d1f","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":128,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"e4bc0b1b-2835-498d-abc4-9edc9d383d91","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":128,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"672cf260-345c-44a8-9ea0-5e27429198fb","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":128,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"e9547503-1ea2-47d4-b876-77de0c2f90dc","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":128,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"16105a82-bb0b-4ba9-8d9c-179350768aa3","block_type":"box","text":"ask a company to:","page_number":128,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"60e64860-9b9c-4b43-95af-fc1f7b027cef","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":128,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"0bd8abdb-eb27-4664-b0f9-4f7e7e4dc2ca","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":128,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"ad815578-d718-49b0-b168-4e38ea492f4d","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":128,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"af734f08-b279-42e1-b605-2f61a6c334bd","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":128,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"f182c89b-9b01-49b8-a145-4cc2fd2fed31","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":128,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"0f30d768-64c2-4d3c-83ee-032c6820da09","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":128,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"0f808833-d72f-435c-a66c-233d94722b3f","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":128,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"ec370baf-ef64-4ad7-8901-384793cc432b","block_type":"box","text":"(25)","page_number":128,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"27dccea8-ad2d-4721-9ff1-fe23414fc853","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":128,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"cfc1953e-55ed-48ed-8c2a-b6e2edfbb61f","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":128,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"b20aef2b-c368-48b7-b7d3-b5d41af69203","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":128,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"f06012f6-95f3-42f6-8f31-b3655363b60f","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":128,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"e6121097-22ee-42e8-9dc9-a9bdb6ea3917","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":128,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"ce21c3ac-5714-4564-b39b-7a6e351f40e9","block_type":"box","text":"not","page_number":128,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"3088962e-75cf-4f55-94c0-12c423da8c81","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":128,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"9094ed45-cbb5-40c1-a9cd-b1c5289944a2","block_type":"box","text":"e","page_number":128,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"8ed9ca2e-f129-488b-bf41-93c5327d2dcd","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":128,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"6a932ed2-f8b2-4430-a9d5-2d33c0d3effc","block_type":"box","text":"lines.","page_number":128,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"270a0a6f-57f4-4296-a84e-3ebb2c7cf80b","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":128,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"aceae4c6-244b-44b6-8eb4-ef2e5c1a51b3","block_type":"box","text":"hips), and","page_number":128,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"7f2c864c-657e-4c56-bb74-3300f25fc0bf","block_type":"box","text":"corporate political contributions.","page_number":128,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"bf60a53c-32fd-4322-9253-651ea15e0bd0","block_type":"box","text":"A-39","page_number":128,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"6ac28fde-1e7d-49d7-92ad-38ff874ff671","block_type":"box","text":"Related matters","page_number":129,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"db5a197a-a01f-43f6-be63-fe84c63cc913","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":129,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"4f14ba18-ca5d-41fa-9dbf-0150839f4cf4","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":129,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"7479f292-6bba-4e0f-8086-cbc7bd8805d7","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":129,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"9a62566a-ac8e-4a88-b4b7-a4d3969c50b3","block_type":"box","text":"Policies.","page_number":129,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"674308d4-903e-47a7-a412-38a01e171674","block_type":"box","text":"Executive compensation","page_number":129,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"b2495b5b-caa3-424a-9cdd-ae6812c6709e","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":129,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"d89e75ea-19e3-4370-a9c4-5d11459a0802","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":129,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"2f05f16b-6840-46df-bfd1-01f55232a333","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":129,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"441445a3-27c8-4a4b-bba0-61a6b99ec116","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":129,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"9e61c3a0-3f8f-4412-b6d1-77e384908378","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":129,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"e121d276-c83a-4fec-a13f-d9d4893b0f19","block_type":"box","text":"Auditors and audit-related issues","page_number":129,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"4b1bb1c4-a8c0-4d54-ac80-34e8caf2d967","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":129,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"99e28232-147f-43c9-b8e3-1904d93aa8d9","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":129,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"92584cc0-0492-42ff-9fc3-fc620402a2e4","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":129,"box":{"x":60,"y":335,"width":876,"height":12}},{"id":"3715f692-e37d-4e86-8ff2-418db97a4693","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":129,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"1ad08316-0110-4b77-8846-45238b08455c","block_type":"box","text":"nascent.","page_number":129,"box":{"x":60,"y":366,"width":57,"height":9}},{"id":"d3d5ed4d-b83d-4be6-a2ec-9ab46873a6c9","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":129,"box":{"x":76,"y":392,"width":448,"height":12}},{"id":"8edec810-72f7-4c69-be93-da1684a08556","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":129,"box":{"x":59,"y":418,"width":870,"height":12}},{"id":"aed2f708-4e0f-4213-9eef-ed7aa2254a75","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":129,"box":{"x":60,"y":433,"width":871,"height":13}},{"id":"cf572742-ec64-46bb-b372-f0b87ab3c90c","block_type":"box","text":"proposed governance, strategic or operational changes that may impact its climate strategy. The dedicated team does not","page_number":129,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"e0b13b39-ead6-4505-a36c-5a31e9c9c237","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":129,"box":{"x":59,"y":463,"width":512,"height":13}},{"id":"c355d8ca-e192-4a1f-a515-b3c20d13108b","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":129,"box":{"x":76,"y":490,"width":498,"height":12}},{"id":"a25e0c0e-b37d-4ef6-80b5-f9ab412f3c97","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":129,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"67773a3d-d96e-4299-9487-41069c5d5765","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":129,"box":{"x":60,"y":531,"width":852,"height":13}},{"id":"61a9ac0c-3527-4c9d-a623-b002f47292a4","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":129,"box":{"x":59,"y":547,"width":651,"height":12}},{"id":"9115d20f-dae9-4de6-8002-4538bfb07c45","block_type":"box","text":"(26)","page_number":129,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"a2751002-2bdd-452d-baef-7d4d3865389e","block_type":"box","text":"In the context of these","page_number":129,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"b78e93ee-b0a2-44db-8183-73fbbdfdb7fe","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":129,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"1fe7a47a-04ca-4078-a7b4-3e9936068773","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":129,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"7df4520f-7460-4493-b9d3-d6d2006b5761","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":129,"box":{"x":59,"y":592,"width":844,"height":12}},{"id":"a84968e0-a651-42d1-8547-30c9b7aa7de3","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":129,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"6c53ec03-43eb-4ea0-9ed5-b8a4a4e111bf","block_type":"box","text":"to a low-carbon economy.","page_number":129,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"d096584a-71c9-4071-a0f4-be256cc17bad","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":129,"box":{"x":59,"y":879,"width":872,"height":9}},{"id":"5f5eff27-f534-472d-9ffc-37b4f90c35d4","block_type":"box","text":"rights risks, December 2025.","page_number":129,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"f7d035f4-c856-4d0d-9b00-8669eedf48c3","block_type":"box","text":"A-40","page_number":129,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"218585e2-926a-4af5-a887-27127c166a84","block_type":"box","text":"Appendix 1","page_number":130,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"d680f706-15f5-4550-b650-acf0db82c588","block_type":"box","text":"Terminology","page_number":130,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"c6e890d6-69d8-4277-952c-478b21d6303f","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":130,"box":{"x":59,"y":120,"width":552,"height":12}},{"id":"ed0b7233-0222-49e8-8161-6a7fabbe0323","block_type":"box","text":"Climate risk:","page_number":130,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"0d3be464-9c37-46c2-90e3-d06233d1b789","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":130,"box":{"x":154,"y":146,"width":742,"height":12}},{"id":"a513cb5d-d936-4993-aa92-87c52fc48d1b","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":130,"box":{"x":59,"y":161,"width":817,"height":12}},{"id":"acae4065-a9e1-4f41-8849-ba2b601ab4ba","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":130,"box":{"x":59,"y":176,"width":340,"height":13}},{"id":"5ad1ae6f-ad5c-4d50-b1f6-06d96aa8994c","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":130,"box":{"x":58,"y":203,"width":455,"height":12}},{"id":"f407be73-d017-4126-bbfc-f98522bc4c88","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":130,"box":{"x":518,"y":203,"width":401,"height":12}},{"id":"7bab14ea-f3fa-44d7-833e-a1255aec31d1","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":130,"box":{"x":60,"y":218,"width":805,"height":12}},{"id":"3fd63f9a-d956-4394-a190-058b65a3c470","block_type":"box","text":"technology, and consumer and investor preferences, as well as the physical effects of climate change (e.g., extreme weather),","page_number":130,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"869358ad-6885-4099-aff0-286e03f77586","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":130,"box":{"x":59,"y":248,"width":567,"height":12}},{"id":"50c1836a-7581-4c1b-a6dc-68383589ac60","block_type":"box","text":"Decarbonization:","page_number":130,"box":{"x":60,"y":274,"width":121,"height":10}},{"id":"a205442e-851d-4054-8434-33cdacdfdc30","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":130,"box":{"x":186,"y":274,"width":498,"height":13}},{"id":"5ef2a537-0f34-421a-9bce-f0a84079537a","block_type":"box","text":"2","page_number":130,"box":{"x":685,"y":281,"width":6,"height":6}},{"id":"d29b4313-a4a6-4d2d-aa6c-69a1b14c2437","block_type":"box","text":") from human activity and","page_number":130,"box":{"x":692,"y":274,"width":182,"height":13}},{"id":"65782374-296f-4dbe-8637-b5655a054f8e","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":130,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"7665b572-eb63-491c-84e6-da5dcdfbb611","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":130,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"65b0cc5d-1b8f-458d-8171-615b09bf3c5b","block_type":"box","text":"Climate-related risks and opportunities:","page_number":130,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"0a81f1a4-7941-414d-826b-08a57f4a38d9","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":130,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"86b47e30-9238-4881-94ab-d0839a9bd67e","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":130,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"8f6da5a2-3294-4c38-8414-2cf7738c1d78","block_type":"box","text":"climate change.","page_number":130,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"e6f98ce8-b34f-4907-a968-319a30cc786e","block_type":"box","text":"Climate-related transition plan:","page_number":130,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"30c11daa-0990-4aef-988e-1c9e5b6d2cab","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":130,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"49072ede-358a-478b-87e7-0f7e5935b25f","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":130,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"d9a058fe-78c7-4828-9859-7389b3dc6c3b","block_type":"box","text":"emissions.”","page_number":130,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"7695dbee-e8c9-44d6-a93f-d918bf41e94d","block_type":"box","text":"(27)","page_number":130,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"0801cd25-612e-44a6-af6c-d59ed17fba9a","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":130,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"19bffe88-895b-4fb9-8421-4b3ba0f40e74","block_type":"box","text":"Targets that “","page_number":130,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"71497ad1-ef09-4740-99a2-6ff1f0f34c41","block_type":"box","text":"are in line with what the latest climate science deems","page_number":130,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"88e7cf07-f372-4dc9-a44d-6e1c771e3e8e","block_type":"box","text":"necessary to meet the goals of the Paris Agreement — limiting global warming to 1.5°C above pre-industrial levels. 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