{"annotation_id":"bb26b15b-4884-4c33-83df-e8bc2cb2f612","file_hash":"dc15667682a2fb07db98b7964610f0378f1ab9614e53f9f447ee79ea28dd9dec","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"9a104948-5b8d-401a-bc14-24d898aeebd6","block_type":"box","text":"iShares, Inc. and iShares Trust","page_number":1,"box":{"x":386,"y":69,"width":231,"height":12}},{"id":"429f6b8a-8f7e-47d8-803e-237b8d063dcb","block_type":"box","text":"Supplement dated October 15, 2026","page_number":1,"box":{"x":367,"y":92,"width":269,"height":13}},{"id":"58c18ebc-2648-4aae-bc15-e576bf40e080","block_type":"box","text":"to the currently effective Prospectus and Statement of Additional Information","page_number":1,"box":{"x":218,"y":108,"width":567,"height":13}},{"id":"bb095d7b-8a5d-4d29-a193-0ead3f711046","block_type":"box","text":"(the “SAI”) for the Funds listed in Appendix A (each, a “Fund”)","page_number":1,"box":{"x":274,"y":123,"width":456,"height":13}},{"id":"ab1a344b-a4a9-4593-bc39-f89bcd66600f","block_type":"box","text":"Effective October 14, 2026, each Fund was added as a borrower to the syndicated line of credit for which","page_number":1,"box":{"x":117,"y":147,"width":764,"height":12}},{"id":"8b8b0c80-e084-467d-bb94-1878f8e8165b","block_type":"box","text":"the Bank of New York Mellon serves as administrative agent for itself and the other banks.","page_number":1,"box":{"x":116,"y":162,"width":656,"height":13}},{"id":"73a1541b-5c56-479e-8f4d-0e5b0edb808e","block_type":"box","text":"Effective immediately, the following changes are made:","page_number":1,"box":{"x":117,"y":185,"width":404,"height":13}},{"id":"1579837e-9e40-48ea-9a68-6f8d95716ea8","block_type":"box","text":"1) Each Fund is added to the “Borrowing” section of its Prospectus, and ”Borrowing Risk” is marked as","page_number":1,"box":{"x":118,"y":209,"width":759,"height":12}},{"id":"95b77cc7-e6a1-49b9-b626-a68701b9529d","block_type":"box","text":"an “Other Risk” for each Fund in the chart included in the “Additional Information About the Funds’","page_number":1,"box":{"x":150,"y":224,"width":726,"height":10}},{"id":"fc1b7921-a2c7-41fd-b614-50261259e363","block_type":"box","text":"Risks” section of its Prospectus.","page_number":1,"box":{"x":151,"y":240,"width":233,"height":12}},{"id":"9894bfa7-0875-4cce-9852-6dea827d46fd","block_type":"box","text":"2) As applicable, the following language is either added to the “Borrowing” section of each Fund’s SAI","page_number":1,"box":{"x":117,"y":263,"width":755,"height":13}},{"id":"48b118e2-0af3-4f94-96f8-b152f011a99e","block_type":"box","text":"or updated to include a reference to the particular Fund:","page_number":1,"box":{"x":150,"y":278,"width":411,"height":13}},{"id":"2bb32944-8694-4ab5-8b21-bb91bdcc9ff1","block_type":"box","text":"The Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":1,"box":{"x":149,"y":302,"width":730,"height":12}},{"id":"d65ce176-5816-418c-9361-b1802b20e17d","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions. The Fund, along with","page_number":1,"box":{"x":151,"y":317,"width":719,"height":13}},{"id":"ff9816f9-ef67-4678-8485-0dea184d6fc8","block_type":"box","text":"certain other iShares funds, has entered into a syndicated line of credit with the Bank of New York","page_number":1,"box":{"x":150,"y":333,"width":713,"height":12}},{"id":"0b61fda4-2ca5-425b-b7ea-fba30e9a16df","block_type":"box","text":"Mellon (“BNY”), which serves as administrative agent for itself and the other banks. The syndicated","page_number":1,"box":{"x":150,"y":348,"width":723,"height":13}},{"id":"edb45355-6843-4bf9-a16a-61d524cd7238","block_type":"box","text":"line of credit may be used for temporary or emergency purposes, including redemption, settlement","page_number":1,"box":{"x":151,"y":364,"width":720,"height":12}},{"id":"33f9303c-1307-4c4a-b1aa-8406d5eb851a","block_type":"box","text":"of trades and rebalancing of portfolio holdings.","page_number":1,"box":{"x":150,"y":379,"width":345,"height":13}},{"id":"7246d6c9-c4a7-4eb4-947d-42a666b27507","block_type":"box","text":"Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing","page_number":1,"box":{"x":151,"y":402,"width":717,"height":13}},{"id":"6be78815-b534-43db-80f7-8cadf5020f5e","block_type":"box","text":"Rate (“SOFR”) published by the Federal Reserve Bank of New York plus a spread. Pursuant to the","page_number":1,"box":{"x":151,"y":418,"width":704,"height":13}},{"id":"ef6a4316-a846-45dd-b0cd-32d2ce563421","block_type":"box","text":"terms of the credit agreement, if SOFR were to cease being published or representative, it would be","page_number":1,"box":{"x":149,"y":433,"width":723,"height":13}},{"id":"e062cb65-6aba-4ad3-abdf-8536cebf554e","block_type":"box","text":"replaced by a rate based on an alternate benchmark selected by BNY.","page_number":1,"box":{"x":151,"y":449,"width":504,"height":13}},{"id":"ed170db2-ee88-40c2-8d15-bac2eaf9211d","block_type":"box","text":"Appendix A","page_number":1,"box":{"x":456,"y":472,"width":92,"height":13}},{"id":"15099f5f-3485-41a2-b69f-d771ab0e5c74","block_type":"box","text":"iShares Blockchain and Tech ETF","page_number":1,"box":{"x":117,"y":495,"width":242,"height":10}},{"id":"e10bdcbd-b957-4b0a-a834-282df68ef6cd","block_type":"box","text":"iShares China Large-Cap 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Such agreements can include payments by BFA","page_number":5,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"f326e448-4d60-463c-9006-a16bbcdcd435","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":5,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"ac231140-2477-4e58-9dce-4159950e77d5","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":5,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"0a4af9aa-496b-4ef8-9c4a-6322f03d421e","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":5,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"13fd91f4-fd1e-4ad4-aae0-d49bd811b8f6","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":5,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"2ecf5864-c63f-4452-8136-0641c87d2e45","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":5,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"7378d09f-dc15-437a-bd22-b220388e16e4","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":5,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"23fddbf6-e3fa-44be-b690-7d3305614c2f","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":5,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"572e9f5b-a2cd-4c77-a51d-54f867d48501","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":5,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"49c0d2e7-6fdf-4e8a-af6d-a4320afd5838","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":5,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"0e4eab3e-a0de-4211-a465-3f56cc9a4d08","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":5,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"af6f655b-5b14-4037-89c1-e68a878fcfe5","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":5,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"546b6a01-9a17-47b4-93c7-802467ae6b95","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":5,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"838f5fc1-a1ff-4152-bedd-cefa2773558d","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":5,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"4376d0cd-2110-422d-b542-8e60899cd2fa","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":5,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"760eb397-8710-4323-9125-d29f9d9b4d41","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":5,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"60eba38c-951c-433b-8dc2-e48ed6228dac","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":5,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"0f2a5b89-3556-4856-9d19-c6f855ea8799","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":5,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"dc7270f8-71cb-4e62-a729-9c5054f3f2ee","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":5,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"e8b7e5d7-20d0-4ebe-863f-4f4e1f16b634","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":5,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"4b30d638-cf53-4f68-b953-0300e9fe6b31","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":5,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"b840fd76-4a12-468d-8f14-3675106eb3f4","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":5,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"1ff2659d-3c49-4951-90d8-bc822fd7b27e","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":5,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"d6012e87-11ef-4900-ab93-678a10de8e1b","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":5,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"eca213ec-d679-46c3-aa90-3fe1beeb90ce","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":5,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"a9ccd916-5555-4e26-9084-5d3cd5cc78f3","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":5,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"9c954682-3fa7-440b-b887-6637f4c4f61e","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":5,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"03bd198a-c666-4083-b447-344b1deabe15","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":5,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"964649fd-ddc6-4672-a8c4-ca82958b8532","block_type":"box","text":"included in the list.","page_number":5,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"35b6df19-eb2a-430c-9673-08ef7fc90d4a","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"f997e5b5-b09f-47b3-b1ce-a2c7bbd78d91","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"95ca51a0-c213-4600-8227-626217740ea1","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"31edfb2d-fa18-46db-9ced-77205d9ac203","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"5b66d46b-45c4-4a71-a1a6-00c1ff68ba98","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":5,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"8d982dab-bdef-4e1f-9cdd-4d401f3194ba","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"0f89d3fb-3751-45fc-958d-bf4d4422aaad","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"27836fe1-4907-4a20-8bda-cd6706445e1c","block_type":"box","text":"iShares","page_number":6,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"5c58b839-d4a1-441c-ae0a-db2076a30848","block_type":"box","text":"®","page_number":6,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"04b52058-431f-4c41-8120-a282ea0d695c","block_type":"box","text":"iShares, Inc.","page_number":6,"box":{"x":454,"y":108,"width":95,"height":12}},{"id":"b19dc32f-fd79-4242-b888-5b8b3c7c6ce4","block_type":"box","text":"iShares Trust","page_number":6,"box":{"x":450,"y":123,"width":103,"height":10}},{"id":"84dcd514-66fc-46df-acac-4bdac47ced6c","block_type":"box","text":"Supplement dated February 13, 2026 to the","page_number":6,"box":{"x":335,"y":139,"width":333,"height":13}},{"id":"652fd695-a9fe-475b-8730-3502f3daf521","block_type":"box","text":"currently effective Prospectus and Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":199,"y":154,"width":605,"height":13}},{"id":"d035f002-0dbe-4dfc-8b88-d2487a182ddd","block_type":"box","text":"for each of the funds listed in Appendix A (each, a “Fund”)","page_number":6,"box":{"x":278,"y":170,"width":447,"height":13}},{"id":"e980c76e-4e1b-44d6-a957-9ce5455a6ac3","block_type":"box","text":"On or around March 16, 2026, Citibank, N.A. (“Citibank”) will become the administrator, custodian and","page_number":6,"box":{"x":116,"y":193,"width":751,"height":13}},{"id":"6ff27ad3-19ab-44c1-ab38-e98daad70f6b","block_type":"box","text":"transfer agent for each Fund. Effective upon this change, the following changes will be made:","page_number":6,"box":{"x":116,"y":209,"width":680,"height":12}},{"id":"d0f12ab0-003d-4025-a804-5be35e40edd4","block_type":"box","text":"1) In the “Administrator, Custodian and Transfer Agent” table in each Fund’s Prospectus, Citibank","page_number":6,"box":{"x":151,"y":232,"width":726,"height":13}},{"id":"e6a11465-f181-4fbe-9610-3384f9b44b0d","block_type":"box","text":"is checked for the applicable Fund.","page_number":6,"box":{"x":184,"y":247,"width":255,"height":13}},{"id":"2754d511-114c-409c-8922-fa226b84080e","block_type":"box","text":"2) In the “Administrator, Custodian and Transfer Agent” section of each Fund’s SAI, the following","page_number":6,"box":{"x":150,"y":271,"width":725,"height":12}},{"id":"1e9b4258-e4a3-4d7c-8caf-c6eb6ebbe02c","block_type":"box","text":"language is included to apply to the applicable Fund:","page_number":6,"box":{"x":184,"y":286,"width":385,"height":13}},{"id":"5096d48b-05aa-4870-b437-88c8d4624bf1","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":6,"box":{"x":183,"y":309,"width":353,"height":13}},{"id":"bab659ca-274f-4596-b9f7-5566b53bf332","block_type":"box","text":"Citibank serves as administrator, custodian and","page_number":6,"box":{"x":536,"y":309,"width":348,"height":12}},{"id":"2a2a82a7-3bf6-4446-a5d4-ea36fa817a5a","block_type":"box","text":"transfer agent for the Funds under the Master Services Agreement (the “Master Services","page_number":6,"box":{"x":183,"y":325,"width":646,"height":13}},{"id":"db90b500-6fee-4f87-bcc3-0a0e5e59609d","block_type":"box","text":"Agreement”). Citibank’s principal address is 388 Greenwich Street, New York, NY 10013.","page_number":6,"box":{"x":183,"y":340,"width":646,"height":13}},{"id":"c2f43613-d07b-4009-8249-a8f16538d95e","block_type":"box","text":"Pursuant to the Master Services Agreement with the Trust, Citibank provides necessary","page_number":6,"box":{"x":184,"y":356,"width":637,"height":13}},{"id":"d0729299-7d25-4741-8f23-e4b7050c123a","block_type":"box","text":"administrative, tax and accounting and financial reporting services for the maintenance and","page_number":6,"box":{"x":184,"y":371,"width":669,"height":13}},{"id":"e145e3a4-6b4c-4934-9f79-ddcf9b2cc628","block_type":"box","text":"operations of the Trust and each Fund. In addition, Citibank makes available the office space,","page_number":6,"box":{"x":184,"y":387,"width":677,"height":13}},{"id":"b6ecca00-b12e-4b0e-93a8-57825779aad9","block_type":"box","text":"equipment, personnel and facilities required to provide such services. Pursuant to the Master","page_number":6,"box":{"x":184,"y":402,"width":676,"height":13}},{"id":"390c841e-caaf-4424-82aa-62c581d42100","block_type":"box","text":"Services Agreement with the Trust, Citibank maintains, in separate accounts, cash, securities","page_number":6,"box":{"x":184,"y":418,"width":676,"height":13}},{"id":"551bf1b8-08a1-4fc3-b8c4-4c48af05c41f","block_type":"box","text":"and other assets of the Trust and each Fund, keeps all necessary accounts and records and","page_number":6,"box":{"x":184,"y":433,"width":664,"height":13}},{"id":"be12cd48-f6d7-49f6-b536-882ea080de09","block_type":"box","text":"provides other services. Citibank is required, upon the order of the Trust, to deliver securities","page_number":6,"box":{"x":184,"y":449,"width":673,"height":13}},{"id":"a204952d-9b2b-4970-92a2-35ac4b4d478c","block_type":"box","text":"held by Citibank and to make payments for securities purchased by the Trust for each Fund.","page_number":6,"box":{"x":184,"y":464,"width":670,"height":13}},{"id":"4631bb4d-15df-465e-ab4e-465de8c52994","block_type":"box","text":"Citibank is authorized to appoint certain foreign custodians or foreign custody managers for","page_number":6,"box":{"x":184,"y":480,"width":671,"height":13}},{"id":"fd02f91e-ea28-4fb7-bb3e-c87fbb44fcb4","block_type":"box","text":"Fund investments outside the U.S. Pursuant to the Master Services Agreement with the Trust,","page_number":6,"box":{"x":184,"y":495,"width":682,"height":13}},{"id":"3e6cbe52-713b-47d5-97f6-a9f0c33c130d","block_type":"box","text":"Citibank acts as a transfer agent for each Fund’s authorized and issued shares of beneficial","page_number":6,"box":{"x":184,"y":511,"width":660,"height":13}},{"id":"e7919f5c-0189-4264-9176-0b1c1e0ed3c2","block_type":"box","text":"interest, and as dividend disbursing agent of the Trust. As compensation for these services,","page_number":6,"box":{"x":184,"y":526,"width":664,"height":13}},{"id":"29021ec7-b00f-4f3b-afc1-970c7d8ff2e9","block_type":"box","text":"Citibank receives certain out-of-pocket costs, transaction fees and asset-based fees which are","page_number":6,"box":{"x":184,"y":542,"width":685,"height":13}},{"id":"ada481e3-350d-470a-b3a2-8323adb9f005","block_type":"box","text":"accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to","page_number":6,"box":{"x":184,"y":557,"width":679,"height":13}},{"id":"0a174035-b14d-40ba-84a9-67bae862811f","block_type":"box","text":"pay these operating expenses under the Investment Advisory Agreement as described therein.","page_number":6,"box":{"x":184,"y":573,"width":687,"height":13}},{"id":"31a44ef9-35b3-47b7-910b-9402d7d7720d","block_type":"box","text":"Prior to March 16, 2026, State Street Bank and Trust Company (“State Street”) served as","page_number":6,"box":{"x":184,"y":596,"width":645,"height":13}},{"id":"bb912974-c3f7-4334-89f0-caba8ddc90e5","block_type":"box","text":"administrator, custodian and transfer agent for each Fund.","page_number":6,"box":{"x":184,"y":612,"width":428,"height":12}},{"id":"74010630-95bb-44a2-8df4-513bc79a134b","block_type":"box","text":"3) For each Fund, references to “State Street” are replaced with references to “Citibank” in the","page_number":6,"box":{"x":150,"y":635,"width":700,"height":13}},{"id":"7ab5338a-8024-4345-974a-f80bc4c482f6","block_type":"box","text":"sections of the SAI entitled “Placement of Creation Orders,” “Acceptance of Orders for Creation","page_number":6,"box":{"x":184,"y":651,"width":695,"height":12}},{"id":"39a3f654-b61b-468d-a5cc-3c9f9369a3f2","block_type":"box","text":"Units” and “Placement of Redemption Orders.”","page_number":6,"box":{"x":184,"y":666,"width":339,"height":13}},{"id":"2f6998ef-3737-42be-8be3-23ddcdfcda8d","block_type":"box","text":"4) For each Fund, the section of the SAI entitled “Costs Associated with Creation Transactions” is","page_number":6,"box":{"x":150,"y":689,"width":717,"height":13}},{"id":"b029cbe0-3cff-4f55-ae20-d4d9db5a9aa3","block_type":"box","text":"deleted in its entirety and replaced with the following, although each SAI will include a","page_number":6,"box":{"x":184,"y":705,"width":623,"height":12}},{"id":"8ac3935d-1293-4429-8ddb-c9499e425ed5","block_type":"box","text":"“Standard Creation Transaction Fee” table only for applicable Funds","page_number":6,"box":{"x":184,"y":720,"width":491,"height":13}},{"id":"1e4f8215-b9c1-4a1e-ad93-7283b792e687","block_type":"box","text":":","page_number":6,"box":{"x":677,"y":724,"width":2,"height":6}},{"id":"0c37f4c4-0799-4efb-8ca7-072519652979","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":6,"box":{"x":184,"y":744,"width":342,"height":10}},{"id":"fc652b32-ed82-45b2-b4f5-729cd4b9d731","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and other transaction costs","page_number":6,"box":{"x":183,"y":767,"width":695,"height":12}},{"id":"d522aeaf-fa19-4371-9731-dbdb2a4310e4","block_type":"box","text":"associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds","page_number":6,"box":{"x":184,"y":782,"width":668,"height":13}},{"id":"1d0132a3-ceee-4e7a-b707-e82ddc65ec6d","block_type":"box","text":"have retained BRIL, an affiliate of BFA, to perform the ETF Services. BRIL will receive from an","page_number":6,"box":{"x":184,"y":798,"width":664,"height":12}},{"id":"978707fa-ad8d-4dd8-a298-6933efed58b7","block_type":"box","text":"Authorized Participant a standard transaction fee on each creation order, which consists of (1) a","page_number":6,"box":{"x":183,"y":813,"width":698,"height":13}},{"id":"c75958b7-c15f-4052-aa7e-935db0e4b34c","block_type":"box","text":"fee for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and","page_number":6,"box":{"x":183,"y":829,"width":670,"height":12}},{"id":"8ce0becc-b279-400a-9341-ff2600d4a87b","block_type":"box","text":"other transaction costs charged by a Fund custodian in connection with the issuance of","page_number":6,"box":{"x":184,"y":844,"width":639,"height":13}},{"id":"ab7d155f-d709-4cad-a32f-7d1c689445f2","block_type":"box","text":"Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain","page_number":6,"box":{"x":184,"y":860,"width":684,"height":12}},{"id":"5c00953c-57ed-445e-8f44-6874c7ee2e8c","block_type":"box","text":"the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any","page_number":6,"box":{"x":183,"y":875,"width":662,"height":13}},{"id":"afa90272-c930-4e7d-a353-860b35dcba0e","block_type":"box","text":"Custody Transaction Costs to the applicable Fund custodian according to the amounts invoiced","page_number":6,"box":{"x":184,"y":891,"width":698,"height":12}},{"id":"c6760d6d-0cc4-4050-9442-fa336b82ef61","block_type":"box","text":"by such custodian.","page_number":6,"box":{"x":184,"y":906,"width":139,"height":13}},{"id":"e123059e-9204-43b7-9817-495500c19ed5","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being","page_number":7,"box":{"x":183,"y":69,"width":674,"height":13}},{"id":"9b21ad4a-5b3a-4171-bd2d-af4ad6e1c1ae","block_type":"box","text":"purchased, which amount will vary among different Funds based on a number of factors,","page_number":7,"box":{"x":184,"y":85,"width":649,"height":12}},{"id":"5fcb28a3-b252-4b4e-9be0-b90ea9846c25","block_type":"box","text":"including the complexity of the order and the types of securities or instruments included in a","page_number":7,"box":{"x":184,"y":100,"width":674,"height":13}},{"id":"826c9414-2d3d-4003-8645-9b40c5b5a127","block_type":"box","text":"Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":7,"box":{"x":184,"y":116,"width":681,"height":12}},{"id":"ba3eb849-9144-42e5-8ece-8b724ca8dd30","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual","page_number":7,"box":{"x":184,"y":131,"width":648,"height":13}},{"id":"fbb5f71b-aa64-423b-9c63-7cd75b420e60","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets","page_number":7,"box":{"x":184,"y":147,"width":682,"height":12}},{"id":"99d48d78-2397-4281-b20c-7ccda9b7adb4","block_type":"box","text":"and settlement locations associated with the issuance of a Creation Unit. The following table","page_number":7,"box":{"x":184,"y":162,"width":675,"height":13}},{"id":"c48111c6-30bc-4e87-9c89-f5963587222e","block_type":"box","text":"sets forth, for each Fund, an estimate of the creation transaction fee for a Creation Unit based","page_number":7,"box":{"x":184,"y":178,"width":682,"height":11}},{"id":"96f54a1c-fea8-4f3b-a6b2-62d168d6939c","block_type":"box","text":"on data as of February 2, 2026. The actual fee charged to an Authorized Participant in","page_number":7,"box":{"x":184,"y":193,"width":625,"height":13}},{"id":"c4db4b4b-ecb9-4462-a79a-c059f39c3a9b","block_type":"box","text":"connection with a creation order will vary over time depending on the factors discussed above,","page_number":7,"box":{"x":184,"y":209,"width":692,"height":12}},{"id":"8599c5e5-45ba-4a69-a2f0-860649929802","block_type":"box","text":"and may be higher than the fee set forth below.","page_number":7,"box":{"x":184,"y":224,"width":348,"height":13}},{"id":"4f4cfbc2-f105-4b13-8bfa-a30967fd2555","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":7,"box":{"x":184,"y":247,"width":666,"height":13}},{"id":"32e508a4-4bef-4a4c-b863-433cf5b599f4","block_type":"box","text":"dilution, if a creation transaction consists solely or partially of cash, the Authorized Participant","page_number":7,"box":{"x":184,"y":263,"width":684,"height":13}},{"id":"b47e1b17-5eff-4ffe-8c2a-00ca1caf17f1","block_type":"box","text":"may also be required to cover (up to the maximum amount shown below) certain brokerage,","page_number":7,"box":{"x":184,"y":278,"width":678,"height":13}},{"id":"c35494f6-8595-4938-83b0-ccee6f008bd7","block_type":"box","text":"tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":7,"box":{"x":183,"y":294,"width":656,"height":13}},{"id":"9a31970d-ed3b-44d8-89c7-3ff6dc50f208","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good","page_number":7,"box":{"x":183,"y":309,"width":672,"height":13}},{"id":"7191914e-3449-4073-8d84-05f0f6c8677a","block_type":"box","text":"faith estimate of transaction costs based on historical data or other inputs, at BlackRock’s","page_number":7,"box":{"x":183,"y":325,"width":654,"height":13}},{"id":"77e1cf11-113e-4e10-b887-886bdfa1b427","block_type":"box","text":"discretion, and may include part or all of the spread between the expected bid and offer side of","page_number":7,"box":{"x":184,"y":340,"width":691,"height":13}},{"id":"a90f4a54-77a7-4bf7-a6a9-8d2c555d3e80","block_type":"box","text":"the market and anticipated market impact). However, a Fund is not obligated to trade identical","page_number":7,"box":{"x":183,"y":356,"width":691,"height":13}},{"id":"7a58408d-e93a-4784-b6d7-4d2db5ee2dc9","block_type":"box","text":"securities to the securities identified by BlackRock in estimating these transaction and other","page_number":7,"box":{"x":184,"y":371,"width":668,"height":13}},{"id":"ba370562-3aa1-499c-bfb7-2726e739b4ad","block_type":"box","text":"costs and expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to","page_number":7,"box":{"x":184,"y":387,"width":695,"height":13}},{"id":"433c6d67-94b8-4d31-833f-ea0fe0f1abea","block_type":"box","text":"deviate from the regular charge, subject to the maximum amounts shown below.","page_number":7,"box":{"x":184,"y":402,"width":593,"height":13}},{"id":"67d30042-f4ed-4150-9229-117ff8115d10","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the","page_number":7,"box":{"x":183,"y":426,"width":661,"height":12}},{"id":"0dc4b5e5-459d-45a4-9d30-54eceff2d0a4","block_type":"box","text":"Funds. Certain fees/costs associated with creation transactions may be waived in certain","page_number":7,"box":{"x":184,"y":441,"width":649,"height":13}},{"id":"671b8ce4-6b16-4327-a595-72fb800ce5e2","block_type":"box","text":"circumstances. Investors who use the services of a broker or other financial intermediary to","page_number":7,"box":{"x":184,"y":457,"width":666,"height":12}},{"id":"ee009677-7f71-4d52-a610-107b1b128dad","block_type":"box","text":"acquire Fund shares may be charged a fee for such services.","page_number":7,"box":{"x":184,"y":472,"width":439,"height":13}},{"id":"38dbcfcd-0377-4a61-97fb-e814637f68ae","block_type":"box","text":"The following table sets forth each Fund’s estimated creation transaction fee based on data as","page_number":7,"box":{"x":183,"y":495,"width":688,"height":13}},{"id":"58a93e54-79ac-49ea-a838-0502831452fd","block_type":"box","text":"of February 2, 2026 and maximum additional charge (as described above):","page_number":7,"box":{"x":184,"y":511,"width":545,"height":13}},{"id":"bf3aca71-f073-4965-a284-e1c447f11fa3","block_type":"box","text":"Fund","page_number":7,"box":{"x":184,"y":541,"width":29,"height":8}},{"id":"af8eecb0-53b9-4a52-91e6-059d4eb9069d","block_type":"box","text":"Standard Creation","page_number":7,"box":{"x":608,"y":531,"width":109,"height":8}},{"id":"001879dd-d6fc-4604-9000-6835383c8b63","block_type":"box","text":"Transaction Fee","page_number":7,"box":{"x":614,"y":542,"width":97,"height":7}},{"id":"0ad3d3af-ff52-4060-806e-1c7dceb76383","block_type":"box","text":"Maximum Additional","page_number":7,"box":{"x":756,"y":531,"width":127,"height":8}},{"id":"d235d2b0-f3ee-4a73-bee4-0b9c6ea7f24c","block_type":"box","text":"Charge*","page_number":7,"box":{"x":794,"y":541,"width":51,"height":11}},{"id":"635caec5-945f-48ca-a44e-c140fbc12170","block_type":"box","text":"iShares Core MSCI Pacific ETF $4,700 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The ETF Servicing Fee may be equal to zero","page_number":9,"box":{"x":184,"y":480,"width":690,"height":13}},{"id":"e5238b4c-9367-4f18-ac6c-bd701dc74aa6","block_type":"box","text":"in certain instances, such as for redemption transactions that consist solely of cash. The actual","page_number":9,"box":{"x":184,"y":495,"width":690,"height":13}},{"id":"cd440562-12fe-49d1-a157-a8d08cc968bb","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets,","page_number":9,"box":{"x":184,"y":511,"width":686,"height":13}},{"id":"c6932dad-e991-4b0d-94fa-bf6eb95107b8","block_type":"box","text":"and settlement locations associated with the redemption of a Creation Unit. The following table","page_number":9,"box":{"x":184,"y":526,"width":696,"height":13}},{"id":"804dfaca-8162-4dd8-8cf3-6c50bd230a82","block_type":"box","text":"sets forth, for each Fund, an estimate of the redemption transaction fee for a Creation Unit","page_number":9,"box":{"x":184,"y":542,"width":660,"height":13}},{"id":"f9863101-0ddb-48b8-a617-3a86a0e7e423","block_type":"box","text":"based on data as of February 2, 2026. The actual fee charged to an Authorized Participant in","page_number":9,"box":{"x":184,"y":557,"width":672,"height":13}},{"id":"8e55aedb-66eb-41c8-9b34-41ec451fd935","block_type":"box","text":"connection with a redemption order will vary over time depending on the factors discussed","page_number":9,"box":{"x":184,"y":573,"width":665,"height":13}},{"id":"b2df7e47-a55f-4a71-9604-32a609c10e9a","block_type":"box","text":"above, and may be higher than the fee set forth below.","page_number":9,"box":{"x":184,"y":589,"width":400,"height":12}},{"id":"c83017e3-926a-47f0-8bdb-6abef70b0f44","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":9,"box":{"x":184,"y":612,"width":666,"height":12}},{"id":"3856bd3d-0d89-4b98-a025-fe236d972057","block_type":"box","text":"dilution, if a redemption transaction consists solely or partially of cash, the Authorized","page_number":9,"box":{"x":184,"y":627,"width":626,"height":13}},{"id":"12653c14-53bd-457a-af42-d6fd388b0cf3","block_type":"box","text":"Participant may also be required to cover (up to the maximum amount shown below) certain","page_number":9,"box":{"x":184,"y":643,"width":679,"height":12}},{"id":"dfc0dba6-100e-4800-b817-937846e5251b","block_type":"box","text":"brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":9,"box":{"x":184,"y":658,"width":642,"height":13}},{"id":"bc2aab44-c7a5-4dc3-936b-b0f62415a2e4","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based","page_number":9,"box":{"x":184,"y":674,"width":682,"height":12}},{"id":"66cf77de-383a-4ac9-87a4-31b46b1d9481","block_type":"box","text":"on a good faith estimate of transaction costs based on historical data or other inputs, at","page_number":9,"box":{"x":184,"y":689,"width":636,"height":13}},{"id":"936fc883-3622-42f6-b3e1-7281b3c59345","block_type":"box","text":"BlackRock’s discretion, and may include part or all of the spread between the expected bid and","page_number":9,"box":{"x":184,"y":705,"width":686,"height":12}},{"id":"4f691d5b-4e33-4944-a9a6-01dcd5a2a9d5","block_type":"box","text":"offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":9,"box":{"x":184,"y":720,"width":668,"height":13}},{"id":"067acb6d-706b-41bd-a389-b14a08d8fd6e","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction","page_number":9,"box":{"x":183,"y":736,"width":697,"height":12}},{"id":"747c0a92-40c3-4633-aa4c-f9f787db6373","block_type":"box","text":"and other costs and expenses. In certain cases, BlackRock or an affiliate may determine in its","page_number":9,"box":{"x":184,"y":751,"width":670,"height":13}},{"id":"ed0fc53d-09f8-488d-888e-c9cc5c556c21","block_type":"box","text":"discretion to deviate from the regular charge, subject to the maximum amounts shown below.","page_number":9,"box":{"x":184,"y":767,"width":683,"height":12}},{"id":"0978448a-efbd-4afe-b228-b566405f3ecf","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund","page_number":9,"box":{"x":183,"y":790,"width":683,"height":13}},{"id":"42f95eaf-387a-41eb-8d5a-28b11577f837","block_type":"box","text":"to their account on their order. Certain fees/costs associated with redemption transactions may","page_number":9,"box":{"x":183,"y":806,"width":696,"height":12}},{"id":"f77d85ad-411c-474e-90db-b7016c3d5906","block_type":"box","text":"be waived in certain circumstances. Investors who use the services of a broker or other financial","page_number":9,"box":{"x":184,"y":821,"width":694,"height":10}},{"id":"b49e2ba7-b1a3-4925-87da-eaf6c65c9cc8","block_type":"box","text":"intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":9,"box":{"x":184,"y":837,"width":575,"height":12}},{"id":"73690f3c-c5e0-4382-a019-439afdab6cbe","block_type":"box","text":"The following table sets forth each Fund’s estimated redemption transaction fee based on data","page_number":10,"box":{"x":183,"y":69,"width":693,"height":13}},{"id":"b69dc3b5-64bb-4dd9-8e69-31a00fcf4fff","block_type":"box","text":"as of February 2, 2026 and maximum additional charge (as described above):","page_number":10,"box":{"x":184,"y":85,"width":565,"height":12}},{"id":"ce69019e-0ad3-42a0-b181-599d0bb2ca8a","block_type":"box","text":"Fund","page_number":10,"box":{"x":184,"y":115,"width":29,"height":8}},{"id":"d52cbb42-aada-4f20-a78f-5a7b057f6eba","block_type":"box","text":"Standard Redemption","page_number":10,"box":{"x":586,"y":105,"width":131,"height":10}},{"id":"0b4721c2-21f5-46b6-8326-a9e1ccbe4d30","block_type":"box","text":"Transaction Fee","page_number":10,"box":{"x":603,"y":115,"width":97,"height":8}},{"id":"3c3c7289-bc1e-442d-b996-f5371adbcc28","block_type":"box","text":"Maximum Additional","page_number":10,"box":{"x":756,"y":105,"width":127,"height":8}},{"id":"823cf0b5-4397-460f-a077-c9e0c820fc9d","block_type":"box","text":"Charge*","page_number":10,"box":{"x":794,"y":115,"width":51,"height":10}},{"id":"10f71797-3fa4-409d-af7d-7a2aa0dc2e4a","block_type":"box","text":"iShares Core MSCI Pacific ETF $4,700 2.0%","page_number":10,"box":{"x":184,"y":137,"width":668,"height":12}},{"id":"4b663605-35c9-448a-9755-03f532f87cbf","block_type":"box","text":"iShares ESG Advanced MSCI EAFE ETF $1,950 2.0%","page_number":10,"box":{"x":184,"y":157,"width":668,"height":11}},{"id":"a785e703-f2b5-47bc-a340-b9b228bfdf9b","block_type":"box","text":"iShares ESG Advanced MSCI EM ETF $6,720 2.0%","page_number":10,"box":{"x":184,"y":176,"width":668,"height":11}},{"id":"4da2d7b0-010d-4037-aff2-7d56fed71fee","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $1,970 2.0%","page_number":10,"box":{"x":184,"y":195,"width":668,"height":12}},{"id":"61d1744e-4c79-432c-9e6d-e1af39a362c4","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $3,600 2.0%","page_number":10,"box":{"x":184,"y":214,"width":668,"height":12}},{"id":"6002157e-4f9e-48b0-aff4-8dc2cabe8750","block_type":"box","text":"iShares ESG MSCI EM Leaders ETF $5,540 2.0%","page_number":10,"box":{"x":184,"y":233,"width":668,"height":12}},{"id":"9d881f49-5756-4c2b-aa18-f4515d28ad7c","block_type":"box","text":"iShares JPX-Nikkei 400 ETF $1,270 2.0%","page_number":10,"box":{"x":184,"y":253,"width":668,"height":11}},{"id":"803a5bb2-a055-45ad-871c-36e8a61827bc","block_type":"box","text":"iShares Low Carbon Optimized MSCI ACWI ETF $6,160 2.0%","page_number":10,"box":{"x":184,"y":272,"width":668,"height":12}},{"id":"0c6ca3e4-05a4-48e0-9d26-0ae839a5ab0f","block_type":"box","text":"iShares MSCI ACWI ETF $14,710 2.0%","page_number":10,"box":{"x":184,"y":291,"width":668,"height":12}},{"id":"57cca94d-c603-4ac9-8d99-e4a9224afc72","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF $14,320 2.0%","page_number":10,"box":{"x":184,"y":310,"width":668,"height":12}},{"id":"fca15fe2-37ec-4dcf-bb22-92e32ca89ea1","block_type":"box","text":"iShares MSCI Agriculture Producers ETF $1,640 2.0%","page_number":10,"box":{"x":184,"y":329,"width":668,"height":13}},{"id":"934320d1-1287-4858-8327-08e46686ba14","block_type":"box","text":"iShares MSCI Belgium ETF $450 2.0%","page_number":10,"box":{"x":184,"y":348,"width":668,"height":13}},{"id":"79a4b5e1-270a-4b70-9fbc-bb196be885fc","block_type":"box","text":"iShares MSCI BIC ETF $8,630 2.0%","page_number":10,"box":{"x":184,"y":368,"width":668,"height":11}},{"id":"4edd3ddc-f909-48be-a49c-73d52728f51f","block_type":"box","text":"iShares MSCI Brazil ETF $860 2.0%","page_number":10,"box":{"x":184,"y":387,"width":668,"height":11}},{"id":"19aabb25-aa42-46ff-8364-49cf73989804","block_type":"box","text":"iShares MSCI Brazil Small-Cap ETF $1,020 2.0%","page_number":10,"box":{"x":184,"y":406,"width":668,"height":13}},{"id":"6a3939c4-19a9-423e-9b91-d5f0e0a4ecf7","block_type":"box","text":"iShares MSCI Canada ETF $630 2.0%","page_number":10,"box":{"x":184,"y":425,"width":668,"height":11}},{"id":"4e362697-0aeb-46c7-955b-ba81f23ae14e","block_type":"box","text":"iShares MSCI Chile ETF $960 2.0%","page_number":10,"box":{"x":184,"y":444,"width":668,"height":11}},{"id":"b70da32b-5a14-4afd-9f3b-90319160d750","block_type":"box","text":"iShares MSCI China A ETF $7,080 2.0%","page_number":10,"box":{"x":184,"y":464,"width":668,"height":11}},{"id":"5343c27f-c436-466a-843a-a16e07d6d295","block_type":"box","text":"iShares MSCI China ETF $9,190 2.0%","page_number":10,"box":{"x":184,"y":483,"width":668,"height":11}},{"id":"aa2f1893-c3c6-40d6-b0b6-c126c89a85ef","block_type":"box","text":"iShares MSCI China Multisector Tech ETF $3,080 2.0%","page_number":10,"box":{"x":184,"y":502,"width":668,"height":12}},{"id":"f37c1b8f-ecfd-4269-ba37-55a395192996","block_type":"box","text":"iShares MSCI China Small-Cap ETF $3,640 2.0%","page_number":10,"box":{"x":184,"y":521,"width":668,"height":13}},{"id":"26217ae5-0794-4d5b-95c8-de0556fd0c8d","block_type":"box","text":"iShares MSCI Denmark ETF $470 2.0%","page_number":10,"box":{"x":184,"y":540,"width":668,"height":11}},{"id":"78025e28-0994-4632-b7db-7bb06cbfbb34","block_type":"box","text":"iShares MSCI EAFE Small-Cap ETF $8,440 2.0%","page_number":10,"box":{"x":184,"y":560,"width":668,"height":12}},{"id":"94946a84-d502-4901-913c-70b10d667956","block_type":"box","text":"iShares MSCI Emerging Markets Asia ETF $10,090 2.0%","page_number":10,"box":{"x":184,"y":579,"width":668,"height":12}},{"id":"8a56062c-61fa-4eb4-b806-82645a63ae8c","block_type":"box","text":"iShares MSCI Emerging Markets Min Vol Factor ETF $5,150 2.0%","page_number":10,"box":{"x":184,"y":598,"width":668,"height":13}},{"id":"74157660-394c-416d-b188-8cf39cf3ea48","block_type":"box","text":"iShares MSCI Emerging Markets Quality Factor ETF $3,970 2.0%","page_number":10,"box":{"x":184,"y":617,"width":668,"height":13}},{"id":"18e65afe-67f9-41d0-9da9-c5f01d0e883d","block_type":"box","text":"iShares MSCI Emerging Markets Small-Cap ETF $14,990 2.0%","page_number":10,"box":{"x":184,"y":636,"width":668,"height":13}},{"id":"08f860fc-9b06-49a8-8e62-d4dd10bece81","block_type":"box","text":"iShares MSCI Emerging Markets Value Factor ETF $3,500 2.0%","page_number":10,"box":{"x":184,"y":655,"width":668,"height":13}},{"id":"15956346-3f6e-498c-9b7b-122cbe185bee","block_type":"box","text":"iShares MSCI France ETF $500 2.0%","page_number":10,"box":{"x":184,"y":675,"width":663,"height":10}},{"id":"f0335c4b-1c5a-4b6d-a3b8-5885447690b0","block_type":"box","text":"iShares MSCI Germany ETF $460 2.0%","page_number":10,"box":{"x":184,"y":694,"width":663,"height":12}},{"id":"487d09ea-b585-4fbe-8634-ed3aaa364ac7","block_type":"box","text":"iShares MSCI Global Gold Miners ETF $820 2.0%","page_number":10,"box":{"x":184,"y":713,"width":663,"height":11}},{"id":"30fe7898-eaec-4375-a72e-13c4cf6a3085","block_type":"box","text":"iShares MSCI Global Min Vol Factor ETF $3,220 2.0%","page_number":10,"box":{"x":184,"y":732,"width":663,"height":12}},{"id":"db60593e-8ca3-40b2-baad-28f2159d9abf","block_type":"box","text":"iShares MSCI Global Quality Factor ETF $2,500 2.0%","page_number":10,"box":{"x":184,"y":751,"width":663,"height":13}},{"id":"83c0f6a2-655c-47f7-9c76-57167e203153","block_type":"box","text":"iShares MSCI Global Silver and Metals Miners ETF $430 2.0%","page_number":10,"box":{"x":184,"y":771,"width":663,"height":10}},{"id":"cb163b47-bac9-4210-aa04-5b0a1ffe6d78","block_type":"box","text":"iShares MSCI Global Sustainable Development Goals","page_number":10,"box":{"x":184,"y":790,"width":379,"height":12}},{"id":"03de075f-f600-47b8-81ac-dd060a962f5f","block_type":"box","text":"ETF","page_number":10,"box":{"x":201,"y":806,"width":26,"height":9}},{"id":"aff87307-51a4-4ddd-8f1b-2ac7e83203e3","block_type":"box","text":"$1,420 2.0%","page_number":10,"box":{"x":627,"y":805,"width":220,"height":12}},{"id":"8493fddc-e881-463b-bc7c-4f122bc6f9b3","block_type":"box","text":"iShares MSCI Hong Kong ETF $430 2.0%","page_number":10,"box":{"x":184,"y":824,"width":663,"height":13}},{"id":"cb3fcf45-d8c5-48f7-8730-0e748b28644d","block_type":"box","text":"iShares MSCI India ETF $1,230 2.0%","page_number":10,"box":{"x":184,"y":843,"width":668,"height":12}},{"id":"f0f6410b-562e-4bc8-a55a-7deecd408620","block_type":"box","text":"iShares MSCI India Small-Cap ETF $2,700 2.0%","page_number":10,"box":{"x":184,"y":863,"width":668,"height":12}},{"id":"1078838d-8d6d-471e-a45a-b9447e65c410","block_type":"box","text":"iShares MSCI Indonesia ETF $1,070 2.0%","page_number":10,"box":{"x":184,"y":882,"width":668,"height":11}},{"id":"fbd916d2-2890-48af-98ee-4131e4ddc32c","block_type":"box","text":"iShares MSCI Intl Momentum Factor ETF $1,500 2.0%","page_number":10,"box":{"x":184,"y":901,"width":668,"height":12}},{"id":"f4abc79a-87e4-40ff-b148-541c2537442e","block_type":"box","text":"iShares MSCI Intl Quality Factor ETF $1,350 2.0%","page_number":10,"box":{"x":184,"y":920,"width":663,"height":13}},{"id":"70506344-7b1c-4eb2-8c2f-2fb60c284336","block_type":"box","text":"Fund","page_number":11,"box":{"x":184,"y":76,"width":29,"height":8}},{"id":"74fc09fa-36be-4abf-bc2b-c7137d48c505","block_type":"box","text":"Standard Redemption","page_number":11,"box":{"x":586,"y":66,"width":131,"height":10}},{"id":"e6cb255a-8df1-4f8f-913c-f4decef957d9","block_type":"box","text":"Transaction Fee","page_number":11,"box":{"x":603,"y":77,"width":97,"height":7}},{"id":"a2eea6ce-31fb-4a3b-b4d3-9f2a712d49a0","block_type":"box","text":"Maximum Additional","page_number":11,"box":{"x":756,"y":66,"width":127,"height":8}},{"id":"5f3f467e-0b7e-4bde-b9b7-919214bfbeb2","block_type":"box","text":"Charge*","page_number":11,"box":{"x":794,"y":76,"width":51,"height":10}},{"id":"e524dee8-329a-400b-b729-cc9123298754","block_type":"box","text":"iShares MSCI Intl Value Factor ETF $1,570 2.0%","page_number":11,"box":{"x":184,"y":99,"width":668,"height":11}},{"id":"853c2565-f0ae-497d-b97e-3a5a77f5958c","block_type":"box","text":"iShares MSCI Japan Small-Cap ETF $2,590 2.0%","page_number":11,"box":{"x":184,"y":118,"width":668,"height":13}},{"id":"5854a4c0-a836-4ff8-a6a0-26adfe2ea71e","block_type":"box","text":"iShares MSCI Japan Value ETF $580 2.0%","page_number":11,"box":{"x":184,"y":138,"width":668,"height":12}},{"id":"8fc8f979-10ce-40cb-92fc-4efcba43f5c9","block_type":"box","text":"iShares MSCI Kokusai ETF $4,020 2.0%","page_number":11,"box":{"x":184,"y":157,"width":668,"height":12}},{"id":"bc3fd22d-b2e3-4fe9-be02-baa7406d427d","block_type":"box","text":"iShares MSCI Kuwait ETF $2,040 2.0%","page_number":11,"box":{"x":184,"y":176,"width":668,"height":12}},{"id":"39dc42c2-cec9-4b9b-b597-5089cfb95bfc","block_type":"box","text":"iShares MSCI Malaysia ETF $900 2.0%","page_number":11,"box":{"x":184,"y":196,"width":668,"height":12}},{"id":"ac11b6df-576f-439e-8403-3ad6c30906a3","block_type":"box","text":"iShares MSCI New Zealand ETF $500 2.0%","page_number":11,"box":{"x":184,"y":215,"width":668,"height":11}},{"id":"e92438a4-cb6b-4d1d-b349-4f26d6cf69e2","block_type":"box","text":"iShares MSCI Norway ETF $770 2.0%","page_number":11,"box":{"x":184,"y":235,"width":668,"height":12}},{"id":"2c2bb6b3-fe07-44b3-89ab-b1e138f6c932","block_type":"box","text":"iShares MSCI Pacific ex Japan ETF $820 2.0%","page_number":11,"box":{"x":184,"y":254,"width":668,"height":13}},{"id":"ca66889e-39ba-40d3-8b04-ce5b36415557","block_type":"box","text":"iShares MSCI Peru and Global Exposure ETF $1,020 2.0%","page_number":11,"box":{"x":184,"y":273,"width":668,"height":13}},{"id":"46d43bc3-53e0-4eea-9012-b06cf20c0cd7","block_type":"box","text":"iShares MSCI Philippines ETF $800 2.0%","page_number":11,"box":{"x":184,"y":293,"width":668,"height":12}},{"id":"e9ff354d-5f7e-4535-8a7e-fdb69fea90d4","block_type":"box","text":"iShares MSCI Poland ETF $530 2.0%","page_number":11,"box":{"x":184,"y":312,"width":668,"height":11}},{"id":"ea449442-9caf-4235-a261-17af7af10da9","block_type":"box","text":"iShares MSCI Qatar ETF $2,250 2.0%","page_number":11,"box":{"x":184,"y":331,"width":668,"height":12}},{"id":"1d0cbf5b-b92f-43c5-9184-2a33a66804a1","block_type":"box","text":"iShares MSCI Singapore ETF $480 2.0%","page_number":11,"box":{"x":184,"y":351,"width":668,"height":12}},{"id":"801fe158-5497-48ff-a162-88278398b924","block_type":"box","text":"iShares MSCI South Africa ETF $550 2.0%","page_number":11,"box":{"x":184,"y":370,"width":668,"height":11}},{"id":"d02b6871-c0af-470f-967e-dc2f5a8995b8","block_type":"box","text":"iShares MSCI South Korea ETF $850 2.0%","page_number":11,"box":{"x":184,"y":390,"width":668,"height":10}},{"id":"d33e70c3-e2f2-48c5-94d3-e67c97c31c6c","block_type":"box","text":"iShares MSCI Spain ETF $360 2.0%","page_number":11,"box":{"x":184,"y":409,"width":668,"height":13}},{"id":"edce57e9-da64-4622-95af-a2587a3840a8","block_type":"box","text":"iShares MSCI Sweden ETF $480 2.0%","page_number":11,"box":{"x":184,"y":428,"width":668,"height":11}},{"id":"7118a748-999b-4582-94de-ec322fc35b97","block_type":"box","text":"iShares MSCI Thailand ETF $1,200 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Information","page_number":17,"box":{"x":89,"y":189,"width":185,"height":9}},{"id":"236af284-e014-488f-872b-ec1617eaec63","block_type":"box","text":"86","page_number":17,"box":{"x":951,"y":189,"width":17,"height":9}},{"id":"a0950d58-a0c7-4be0-9659-1f02e3ff1ad0","block_type":"box","text":"Counsel","page_number":17,"box":{"x":128,"y":210,"width":55,"height":10}},{"id":"4add842f-8f1b-4bce-bf2d-f7f46acc962b","block_type":"box","text":"86","page_number":17,"box":{"x":951,"y":211,"width":17,"height":9}},{"id":"c43484b6-bc96-4e01-9fd0-d144122cb3fb","block_type":"box","text":"Independent Registered Public Accounting Firm 86","page_number":17,"box":{"x":128,"y":232,"width":840,"height":12}},{"id":"f862b473-eb73-47c5-999a-85c9546f40a1","block_type":"box","text":"Shareholder Communications to the Board","page_number":17,"box":{"x":128,"y":253,"width":299,"height":10}},{"id":"12262394-ced1-48d8-a10b-4ad7cfa003f3","block_type":"box","text":"86","page_number":17,"box":{"x":951,"y":254,"width":17,"height":9}},{"id":"6c84c448-4ec8-48a8-8f49-961b9c370d74","block_type":"box","text":"Investors’ Rights","page_number":17,"box":{"x":128,"y":274,"width":114,"height":13}},{"id":"28511769-eb02-4be7-9cf5-35b23fbb82f5","block_type":"box","text":"86","page_number":17,"box":{"x":951,"y":275,"width":17,"height":9}},{"id":"07a71463-1bba-4395-858e-b338f2dc287a","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":17,"box":{"x":88,"y":296,"width":241,"height":12}},{"id":"6213bc27-9533-4b4a-940b-7e8473057372","block_type":"box","text":"A-1","page_number":17,"box":{"x":942,"y":296,"width":23,"height":9}},{"id":"52d4ddaa-ee31-499d-a829-184b8b9e8f17","block_type":"box","text":"iv","page_number":17,"box":{"x":523,"y":894,"width":11,"height":9}},{"id":"c36378ca-3820-4030-a936-728e8ae76124","block_type":"box","text":"General Description of the Trust and the Fund","page_number":18,"box":{"x":90,"y":44,"width":769,"height":30}},{"id":"b855fc1f-1fb2-46e6-9091-2f7aa21fea4a","block_type":"box","text":"The Trust currently consists of more than 355 investment series or portfolios. The Trust was organized as a Delaware","page_number":18,"box":{"x":88,"y":85,"width":818,"height":13}},{"id":"f288fdee-fbd9-42cb-b5be-69f89df3bc7a","block_type":"box","text":"statutory trust on December 16, 1999 and is authorized to have multiple series or portfolios. The Trust is an open-end","page_number":18,"box":{"x":89,"y":101,"width":823,"height":12}},{"id":"20d0094f-c629-4d4c-bc6f-72290fcfc32e","block_type":"box","text":"management investment company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is","page_number":18,"box":{"x":89,"y":116,"width":806,"height":12}},{"id":"b8d7452e-127d-4c05-bd3b-bff700765a71","block_type":"box","text":"registered under the Securities Act of 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.","page_number":18,"box":{"x":89,"y":131,"width":760,"height":12}},{"id":"bd2a63ab-2f4e-42f7-a30a-9b9edbe7cefb","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”), an indirect majority-owned subsidiary of BlackRock, Inc., and","page_number":18,"box":{"x":88,"y":157,"width":844,"height":13}},{"id":"4becfba8-2c32-4cc1-85d3-4aa02c8536eb","block_type":"box","text":"generally seeks to track the investment results of the specific benchmark index identified in the Fund’s Prospectus (the","page_number":18,"box":{"x":89,"y":172,"width":831,"height":13}},{"id":"fc7eaf03-d48d-45fa-917d-49c3ebac817e","block_type":"box","text":"“Underlying Index”).","page_number":18,"box":{"x":89,"y":188,"width":141,"height":12}},{"id":"36cdc576-c522-48d8-b2a9-10d990815f5d","block_type":"box","text":"The Fund offers and issues shares at their net asset value per share (“NAV”) only in aggregations of a specified number of","page_number":18,"box":{"x":88,"y":214,"width":853,"height":12}},{"id":"e4e58605-fc15-4c41-82fa-7cc4380b371d","block_type":"box","text":"shares (each, a “Creation Unit”), generally in exchange for a designated portfolio of securities, assets or other positions","page_number":18,"box":{"x":89,"y":229,"width":831,"height":12}},{"id":"9a3fd95f-8420-4a87-92e2-d8f41d95dd82","block_type":"box","text":"(including any portion of such securities for which cash may be substituted) included in its Underlying Index (the “Deposit","page_number":18,"box":{"x":89,"y":244,"width":857,"height":13}},{"id":"200d47e6-6296-4f3c-aba4-f6b1ea7509c1","block_type":"box","text":"Securities” or “Creation Basket”), together with the deposit of a specified cash payment (the “Cash Component”). Shares of","page_number":18,"box":{"x":88,"y":259,"width":867,"height":13}},{"id":"8d3f824e-c871-4f11-813d-0409a86b254d","block_type":"box","text":"the Fund are listed and trade on NYSE Arca, Inc. (the “Listing Exchange”), a national securities exchange. Shares of the Fund","page_number":18,"box":{"x":88,"y":274,"width":869,"height":13}},{"id":"9c768068-1a9b-490f-96b8-1db4ff298f52","block_type":"box","text":"are traded in the secondary market and elsewhere at market prices that may be at, above or below the Fund’s NAV. Shares","page_number":18,"box":{"x":89,"y":290,"width":854,"height":12}},{"id":"9b75e660-68a7-4d3f-ba15-49e69a456fe8","block_type":"box","text":"are redeemable only in Creation Units, and, generally, in exchange for portfolio securities and a Cash Amount (as defined in","page_number":18,"box":{"x":89,"y":305,"width":860,"height":12}},{"id":"d57806cd-d19f-48cc-ac60-ab88dc115873","block_type":"box","text":"the","page_number":18,"box":{"x":88,"y":320,"width":22,"height":10}},{"id":"30486f97-91e7-4013-bdf4-0bdd2c543162","block_type":"box","text":"Creation and Redemption of Creation Units-Redemption of Creation Units","page_number":18,"box":{"x":116,"y":320,"width":512,"height":12}},{"id":"1b611715-8381-4699-b1bc-82b95d583862","block_type":"box","text":"section of this SAI). Creation Units typically are","page_number":18,"box":{"x":633,"y":320,"width":327,"height":12}},{"id":"5d94bf82-0e70-4231-815f-79144644df8d","block_type":"box","text":"a specified number of shares, generally 100,000 or multiples thereof.","page_number":18,"box":{"x":89,"y":335,"width":479,"height":12}},{"id":"9d816e6d-e3fa-49a1-80a0-cafefedd03c8","block_type":"box","text":"The Trust reserves the right to permit or require that creations and redemptions of shares are effected fully or partially in cash","page_number":18,"box":{"x":88,"y":361,"width":878,"height":13}},{"id":"51adf048-4d5c-46d4-b5f3-0371a173ebc8","block_type":"box","text":"and reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. Shares may be issued in","page_number":18,"box":{"x":89,"y":376,"width":832,"height":13}},{"id":"28632e10-a7b4-4b63-b8d2-cdd6f23a25aa","block_type":"box","text":"advance of receipt of Deposit Securities, subject to various conditions, including a requirement that the Authorized","page_number":18,"box":{"x":89,"y":392,"width":802,"height":12}},{"id":"ce7badd8-75fc-4643-9237-e9a4d3703687","block_type":"box","text":"Participant (as defined in the","page_number":18,"box":{"x":89,"y":407,"width":200,"height":12}},{"id":"d58bbc56-5035-46d7-bd11-dadfe14e1e39","block_type":"box","text":"Portfolio Holding Information","page_number":18,"box":{"x":294,"y":407,"width":203,"height":12}},{"id":"9aeda69b-272d-4e65-852c-88ac018e1216","block_type":"box","text":"section of this SAI) maintain collateral with the Trust as set forth","page_number":18,"box":{"x":502,"y":407,"width":450,"height":12}},{"id":"1524a19d-fd61-4858-a54f-980068c92fd7","block_type":"box","text":"in the handbook for Authorized Participants. The Trust may use such collateral at any time to purchase Deposit Securities.","page_number":18,"box":{"x":89,"y":422,"width":852,"height":12}},{"id":"400afe1c-562f-4b3c-a81e-4358b7848d05","block_type":"box","text":"See the","page_number":18,"box":{"x":88,"y":437,"width":51,"height":10}},{"id":"4339a230-9f32-46c4-82e9-601357203379","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":18,"box":{"x":145,"y":437,"width":299,"height":12}},{"id":"8eb6be24-18fc-416e-b954-f4ee0fc55d66","block_type":"box","text":"section of this SAI. Transaction fees and other costs associated with","page_number":18,"box":{"x":449,"y":437,"width":475,"height":10}},{"id":"a30a9e15-bdac-49fe-9373-8d25ea0469b1","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":18,"box":{"x":89,"y":452,"width":877,"height":12}},{"id":"1649db24-4bd9-4680-9d08-5696d9850fb4","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":18,"box":{"x":89,"y":467,"width":876,"height":13}},{"id":"a6f0be34-3a82-44a5-b852-c1471b3b68c7","block_type":"box","text":"limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies","page_number":18,"box":{"x":89,"y":482,"width":865,"height":13}},{"id":"92666ab9-26e8-44b8-9c49-0835ba928a6e","block_type":"box","text":"offering redeemable securities.","page_number":18,"box":{"x":89,"y":497,"width":213,"height":13}},{"id":"0c228dd2-968b-4993-b23f-467833e67bab","block_type":"box","text":"Exchange Listing and Trading","page_number":18,"box":{"x":91,"y":528,"width":491,"height":30}},{"id":"b6af8a4a-5836-4d71-a362-8ff870db3633","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in the Fund is contained in the","page_number":18,"box":{"x":88,"y":569,"width":802,"height":13}},{"id":"547c2480-fc8e-44ec-97ba-de248b6a82d0","block_type":"box","text":"Shareholder Information","page_number":18,"box":{"x":88,"y":584,"width":170,"height":12}},{"id":"2eaf72db-a1b0-40a7-992c-0665309d98a1","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":18,"box":{"x":264,"y":584,"width":641,"height":13}},{"id":"c3131f08-d769-4dad-a6f5-7b698643df7e","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":18,"box":{"x":89,"y":599,"width":339,"height":13}},{"id":"c41cfd2d-ccf5-4f33-89e7-1e04948ef96d","block_type":"box","text":"Shares of the Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":18,"box":{"x":88,"y":626,"width":834,"height":12}},{"id":"738b0d0e-9ff3-4d43-9139-0de5f3d58ed8","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":18,"box":{"x":89,"y":641,"width":799,"height":12}},{"id":"f26fdc44-ba30-4933-b34a-eeaf3599e915","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":18,"box":{"x":89,"y":656,"width":845,"height":13}},{"id":"b30078e1-b038-4d8a-a16a-baf7cff4f8c0","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":18,"box":{"x":89,"y":671,"width":863,"height":13}},{"id":"e51d1343-4294-446a-ba01-54a1019df08d","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":18,"box":{"x":88,"y":686,"width":851,"height":13}},{"id":"824f0df3-609f-428b-99de-f874746f0d59","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":18,"box":{"x":89,"y":702,"width":859,"height":12}},{"id":"2877e12d-8fdc-4356-a5bd-975230aa802b","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":18,"box":{"x":88,"y":717,"width":850,"height":12}},{"id":"a6b66b8b-7a56-4456-8b86-9678a97bf6c0","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":18,"box":{"x":89,"y":732,"width":811,"height":12}},{"id":"4b593677-5d51-40ec-be45-b99b0fb6a766","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":18,"box":{"x":89,"y":747,"width":874,"height":12}},{"id":"aae5a12a-6851-4533-a1b4-c141f59ee712","block_type":"box","text":"the Fund.","page_number":18,"box":{"x":88,"y":762,"width":66,"height":10}},{"id":"917c5776-57db-4fb4-8f60-7442bf07fd06","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of the Fund through a broker, you may incur a","page_number":18,"box":{"x":88,"y":788,"width":867,"height":13}},{"id":"0201f474-0382-4151-890e-d5905caa41dc","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":18,"box":{"x":89,"y":804,"width":524,"height":12}},{"id":"cd3ff7c3-4787-4b1b-bd13-7fb2a3a276aa","block_type":"box","text":"1","page_number":18,"box":{"x":526,"y":894,"width":3,"height":9}},{"id":"68dc8c00-5eaa-428e-917f-b5e5152df7b2","block_type":"box","text":"The Trust reserves the right to adjust the share price of the Fund in the future to maintain convenient trading ranges for","page_number":19,"box":{"x":88,"y":44,"width":838,"height":12}},{"id":"4f6bc504-a362-4dd5-947e-0c9ca7ae7066","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":19,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"da74cfc0-2446-4c4b-a895-b4fded2ddab6","block_type":"box","text":"on the net assets of the Fund or an investor’s equity interest in the Fund.","page_number":19,"box":{"x":89,"y":74,"width":506,"height":12}},{"id":"ba363c53-9726-4da8-bc0d-de2e58b20c79","block_type":"box","text":"Investment Strategies and Risks of the Fund","page_number":19,"box":{"x":91,"y":105,"width":735,"height":29}},{"id":"1f6e7ada-492b-4a26-a0fd-e53d20874bb2","block_type":"box","text":"The Fund seeks to achieve its objective by investing primarily in securities issued by issuers that compose its Underlying","page_number":19,"box":{"x":88,"y":146,"width":838,"height":12}},{"id":"015485d9-a127-414f-bcea-8a313850c364","block_type":"box","text":"Index and in investments that provide substantially similar exposure to securities in the Underlying Index. The Fund operates","page_number":19,"box":{"x":89,"y":161,"width":871,"height":12}},{"id":"673a9bc1-f02e-4dbc-8261-312ea20bc80d","block_type":"box","text":"as an index fund and is not actively managed. Adverse performance of a security in the Fund’s portfolio will ordinarily not","page_number":19,"box":{"x":89,"y":176,"width":850,"height":13}},{"id":"8a4b61e3-5de1-4c06-9104-009d5756bc29","block_type":"box","text":"result in the elimination of the security from the Fund’s portfolio.","page_number":19,"box":{"x":89,"y":191,"width":452,"height":13}},{"id":"69ace3e6-5f4e-405e-9835-a003677f8de7","block_type":"box","text":"The Fund engages in representative sampling, which is investing in a sample of securities selected by BFA to have a collective","page_number":19,"box":{"x":88,"y":218,"width":875,"height":12}},{"id":"d7c0acf9-2175-4cb6-ab32-2a432340bb51","block_type":"box","text":"investment profile similar to that of the Fund’s Underlying Index. Securities selected have aggregate investment","page_number":19,"box":{"x":89,"y":233,"width":779,"height":12}},{"id":"9cd32819-b2ff-430b-a039-0e7e96c87c66","block_type":"box","text":"characteristics (based on market capitalization and industry weightings), fundamental characteristics (such as return","page_number":19,"box":{"x":89,"y":248,"width":819,"height":12}},{"id":"b1026c3b-fa2d-48dd-a566-e0baf1a4908e","block_type":"box","text":"variability, earnings valuation and yield) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that","page_number":19,"box":{"x":88,"y":263,"width":859,"height":12}},{"id":"76fe8290-8537-44ef-aa23-6fb8c4ae88e3","block_type":"box","text":"uses representative sampling generally does not hold all of the securities that are in its underlying index.","page_number":19,"box":{"x":89,"y":278,"width":727,"height":13}},{"id":"8e78f2bc-79b1-4fb7-9850-5085197f7e1b","block_type":"box","text":"Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect as","page_number":19,"box":{"x":88,"y":305,"width":852,"height":12}},{"id":"3d16db1a-da4a-4563-b95a-81ecd152940d","block_type":"box","text":"described below.","page_number":19,"box":{"x":89,"y":320,"width":116,"height":10}},{"id":"9483677e-88cb-4933-812b-f521a78ca5e4","block_type":"box","text":"Borrowing.","page_number":19,"box":{"x":89,"y":347,"width":78,"height":12}},{"id":"c14fdbc1-239e-4731-9235-faa1150af52e","block_type":"box","text":"The Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":19,"box":{"x":176,"y":346,"width":699,"height":13}},{"id":"12af9deb-cd56-4f37-b1dc-2d3ffe4288d0","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions.","page_number":19,"box":{"x":89,"y":361,"width":538,"height":13}},{"id":"a5e699f5-5832-42c3-a6a4-15103f8c0fa1","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging the Fund. The incurrence of","page_number":19,"box":{"x":88,"y":388,"width":861,"height":12}},{"id":"fdaf47c2-4dda-426d-a733-2ae509722b72","block_type":"box","text":"leverage increases the Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":19,"box":{"x":89,"y":403,"width":867,"height":12}},{"id":"fec5d8d0-c79d-4b9d-8530-3009e320eddf","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":19,"box":{"x":89,"y":418,"width":870,"height":12}},{"id":"043ac5af-933d-457e-8db4-7259da791ed4","block_type":"box","text":"NAV of Fund shares and in the yield on the Fund’s portfolio. In addition, the interest expenses from borrowings may exceed","page_number":19,"box":{"x":89,"y":433,"width":861,"height":13}},{"id":"6de68654-a7c2-4b36-9f3c-de33ede581b0","block_type":"box","text":"the income generated by the Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":19,"box":{"x":88,"y":448,"width":869,"height":13}},{"id":"770be62c-b1c3-4fb6-8d41-53ca90cd99ac","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to the","page_number":19,"box":{"x":89,"y":463,"width":835,"height":13}},{"id":"6c856454-5edc-47db-a1f8-969c9406adae","block_type":"box","text":"Fund’s shareholders will outweigh the current reduced return.","page_number":19,"box":{"x":89,"y":479,"width":432,"height":12}},{"id":"50723c82-7da7-461d-85e4-76360ed3bcff","block_type":"box","text":"Certain types of borrowings by the Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":19,"box":{"x":89,"y":505,"width":864,"height":12}},{"id":"49426c3a-4687-4cf9-81ea-18785808775c","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":19,"box":{"x":89,"y":520,"width":873,"height":12}},{"id":"393c24df-47a8-457f-a93b-1583d8619201","block_type":"box","text":"observance of such covenants would impede BFA’s management of the Fund’s portfolio in accordance with the Fund’s","page_number":19,"box":{"x":89,"y":535,"width":829,"height":13}},{"id":"8aea5ac8-f676-4864-9af6-a5190fc7a04d","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":19,"box":{"x":89,"y":550,"width":868,"height":13}},{"id":"95926654-f251-498c-a15a-cc763f2f4789","block_type":"box","text":"result in acceleration of outstanding indebtedness and require the Fund to dispose of portfolio investments at a time when it","page_number":19,"box":{"x":89,"y":565,"width":871,"height":13}},{"id":"f79752f1-61a8-4eeb-8f68-42bad798cadd","block_type":"box","text":"may be disadvantageous to do so.","page_number":19,"box":{"x":89,"y":581,"width":237,"height":12}},{"id":"2338f847-8dbc-4ba0-b8e6-f605c5c1da0b","block_type":"box","text":"Currency Transactions.","page_number":19,"box":{"x":89,"y":608,"width":166,"height":11}},{"id":"603464d9-2cb4-40bc-8536-893b8572de78","block_type":"box","text":"A currency forward contract is an over-the-counter (“OTC”) obligation to purchase or sell a specific","page_number":19,"box":{"x":264,"y":607,"width":696,"height":12}},{"id":"1d4ee133-a35d-4eb7-bc14-7d4d075a3d68","block_type":"box","text":"currency at a future date, which may be any fixed number of days greater than two days from the date on which the contract","page_number":19,"box":{"x":89,"y":622,"width":876,"height":12}},{"id":"01105fa7-acc5-4c37-8772-b2a6bbf0f50c","block_type":"box","text":"is agreed upon by the parties, at a price set at the time of the contract. A non-deliverable currency forward is an OTC","page_number":19,"box":{"x":89,"y":637,"width":814,"height":13}},{"id":"2331c604-44a3-4ac8-9520-1d1d3414a247","block_type":"box","text":"currency forward settled in a specified currency, on a specified date, based on the difference between the agreed-upon","page_number":19,"box":{"x":89,"y":652,"width":828,"height":13}},{"id":"b87416ed-e557-4f8c-a724-d47dabb42594","block_type":"box","text":"exchange rate and the market exchange rate. A currency futures contract is a contract that trades on an organized futures","page_number":19,"box":{"x":89,"y":668,"width":854,"height":12}},{"id":"225c9f48-fff8-47d3-8516-7c254538a667","block_type":"box","text":"exchange involving an obligation to deliver or acquire a specified amount of a specific currency, at a specified price and at a","page_number":19,"box":{"x":89,"y":683,"width":863,"height":12}},{"id":"43da2d49-2895-427e-b47b-9f9470c9d4bb","block_type":"box","text":"specified future time. Currency futures contracts may be settled on a net cash payment basis rather than by the sale and","page_number":19,"box":{"x":89,"y":698,"width":840,"height":12}},{"id":"1938d7aa-7472-4d64-8355-193541fd5828","block_type":"box","text":"delivery of the underlying currency. The Fund does not expect to engage in currency transactions for the purpose of hedging","page_number":19,"box":{"x":89,"y":713,"width":872,"height":12}},{"id":"75bd90ac-76ea-4525-855d-6a63d37db083","block_type":"box","text":"against declines in the value of the Fund’s assets that are denominated in a non-U.S. currency. The Fund may enter into non","page_number":19,"box":{"x":89,"y":728,"width":873,"height":12}},{"id":"9cb1309f-3f78-4054-9727-c25c27b3b71e","block_type":"box","text":"U.S. currency forward and non-U.S. currency futures transactions to facilitate local securities settlements or to protect","page_number":19,"box":{"x":89,"y":743,"width":825,"height":12}},{"id":"a6da88c3-f681-41ea-b1e7-4637365fd8fc","block_type":"box","text":"against currency exposure in connection with its distributions to shareholders, but may not enter into such contracts for","page_number":19,"box":{"x":89,"y":758,"width":843,"height":13}},{"id":"05dcabcf-bb15-4ce8-9337-05cc4441cf5a","block_type":"box","text":"speculative purposes.","page_number":19,"box":{"x":89,"y":773,"width":150,"height":13}},{"id":"0a2bc2fa-4cf0-4a20-9d89-68c335fb59fc","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":19,"box":{"x":89,"y":800,"width":879,"height":12}},{"id":"a3209ef6-488b-4c88-82fe-dcb95c44decc","block_type":"box","text":"effected may be highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":19,"box":{"x":89,"y":815,"width":876,"height":12}},{"id":"babd9ef6-cbd7-40c7-baf9-35c0307792f6","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. Foreign exchange trading risks","page_number":19,"box":{"x":89,"y":830,"width":842,"height":12}},{"id":"becf902a-bffb-45ed-ad59-14cc580ec293","block_type":"box","text":"include, but are not limited to, exchange rate risk, counterparty risk, maturity gap, interest rate risk, and potential interference","page_number":19,"box":{"x":89,"y":845,"width":877,"height":12}},{"id":"e3ea09b9-fb6d-4943-9bbc-110435c275a1","block_type":"box","text":"2","page_number":19,"box":{"x":525,"y":894,"width":7,"height":9}},{"id":"9340ced9-f8b4-4eb5-a51e-5facce3f13aa","block_type":"box","text":"by foreign governments through regulation of local exchange markets, foreign investment or particular transactions in non","page_number":20,"box":{"x":89,"y":44,"width":864,"height":12}},{"id":"17e7c6f3-40e3-4726-bd5f-14d9ac5ab2cf","block_type":"box","text":"U.S. currency. If BFA utilizes foreign exchange transactions at an inappropriate time or judges market conditions, trends or","page_number":20,"box":{"x":89,"y":59,"width":853,"height":12}},{"id":"653c1fdd-1021-4b2c-b6a3-55c7881f7f49","block_type":"box","text":"correlations incorrectly, foreign exchange transactions may not serve their intended purpose of improving the correlation of","page_number":20,"box":{"x":89,"y":74,"width":866,"height":12}},{"id":"a15ca188-a8bc-4483-a7e2-c38e295e441a","block_type":"box","text":"the Fund’s return with the performance of the Underlying Index and may lower the Fund’s return. The Fund could experience","page_number":20,"box":{"x":88,"y":89,"width":877,"height":13}},{"id":"ef958250-1946-4c6e-ae63-040c16c70e8f","block_type":"box","text":"losses if the value of its currency forwards, options or futures positions were poorly correlated with its other investments or if","page_number":20,"box":{"x":89,"y":104,"width":876,"height":13}},{"id":"1011f59c-9ef1-42f6-b649-e598bbffd10e","block_type":"box","text":"it could not close out its positions because of an illiquid market or otherwise. In addition, the Fund could incur transaction","page_number":20,"box":{"x":89,"y":119,"width":853,"height":13}},{"id":"419c3107-fe79-4a14-af22-154b340bbd56","block_type":"box","text":"costs, including trading commissions, in connection with certain non-U.S. currency transactions.","page_number":20,"box":{"x":89,"y":135,"width":676,"height":12}},{"id":"6b68223e-6f1a-4a69-9e8f-701534205eee","block_type":"box","text":"Diversification Status.","page_number":20,"box":{"x":89,"y":161,"width":156,"height":10}},{"id":"f97ac69a-f9c6-46ea-a97a-d23b5c7398e8","block_type":"box","text":"The Fund is classified as a diversified fund under the 1940 Act. This means that the Fund may not","page_number":20,"box":{"x":253,"y":161,"width":685,"height":12}},{"id":"3b2e2fb7-15f5-4eba-8b75-01127052e7e7","block_type":"box","text":"purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":20,"box":{"x":89,"y":176,"width":834,"height":13}},{"id":"ef112e1b-4044-4299-ba95-7e492188e1f3","block_type":"box","text":"instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than","page_number":20,"box":{"x":89,"y":191,"width":859,"height":13}},{"id":"e1bdcd42-6da7-4013-b3fa-bd2d9b51c667","block_type":"box","text":"5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the","page_number":20,"box":{"x":89,"y":206,"width":869,"height":13}},{"id":"eda08b6a-142c-49a7-9ad9-b4bb68e06a8f","block_type":"box","text":"outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund may invest more","page_number":20,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"35c6507d-df78-4536-8b67-57e6cfcb0bb6","block_type":"box","text":"than 5% of its assets in one issuer. Under the 1940 Act, the Fund cannot change its classification from diversified to non","page_number":20,"box":{"x":88,"y":237,"width":847,"height":12}},{"id":"c1e483cc-54e4-4b3b-9483-e1828e6c003b","block_type":"box","text":"diversified without shareholder approval.","page_number":20,"box":{"x":89,"y":252,"width":284,"height":12}},{"id":"95517eb0-b248-47bb-969c-b92950c5b8f2","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":20,"box":{"x":88,"y":278,"width":859,"height":13}},{"id":"f9a0825d-243c-48e6-9253-a0ae3d8e3130","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":20,"box":{"x":89,"y":293,"width":851,"height":13}},{"id":"1b37ac09-27cc-4b7b-ba60-0ec70a1c8045","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":20,"box":{"x":89,"y":308,"width":807,"height":13}},{"id":"e699435f-54de-44cb-aa57-a775ba4f4f32","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":20,"box":{"x":89,"y":324,"width":830,"height":12}},{"id":"64c21d28-ae49-4c95-959d-557b9ffa3d5c","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":20,"box":{"x":89,"y":339,"width":852,"height":12}},{"id":"e6758b27-199d-4515-9874-7842eb5ba44c","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":20,"box":{"x":89,"y":354,"width":404,"height":12}},{"id":"87acf99f-93b2-41da-8691-2991a33cf0c5","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":20,"box":{"x":89,"y":380,"width":371,"height":13}},{"id":"72e7c51e-7156-486e-b55b-f0a731cc2557","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":20,"box":{"x":470,"y":380,"width":473,"height":13}},{"id":"cefe2511-6356-4ccb-b12a-53da317b8049","block_type":"box","text":"used by the Fund to simulate investment in its Underlying Index, to facilitate trading or to reduce transaction costs. The Fund","page_number":20,"box":{"x":89,"y":395,"width":874,"height":13}},{"id":"b8a38c05-a607-4741-88a9-2f9cf87a1d21","block_type":"box","text":"may enter into futures contracts and options on futures that are traded on a U.S. or non-U.S. futures exchange. The Fund will","page_number":20,"box":{"x":89,"y":410,"width":874,"height":13}},{"id":"347f092a-fd88-4e11-8c19-f7cfcb74103a","block_type":"box","text":"not use futures, options on futures or securities options for speculative purposes. The Fund intends to use futures and","page_number":20,"box":{"x":89,"y":426,"width":826,"height":12}},{"id":"1e8c172d-1ba0-4f28-988d-93502568a35e","block_type":"box","text":"options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”) promulgated","page_number":20,"box":{"x":89,"y":441,"width":855,"height":12}},{"id":"fb2a3ca5-e06a-45e9-8218-21246e62409b","block_type":"box","text":"under the Commodity Exchange Act (“CEA”). BFA, with respect to the Fund, has claimed an exclusion from the definition of","page_number":20,"box":{"x":89,"y":456,"width":865,"height":12}},{"id":"5ddfba09-71f9-4eb8-abc5-1dc4e1bcec30","block_type":"box","text":"the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to the Fund, is not subject to","page_number":20,"box":{"x":88,"y":471,"width":839,"height":12}},{"id":"5de17ff8-5cb2-4225-bbb3-836a0a424090","block_type":"box","text":"registration or regulation as a commodity pool operator under the CEA. See the","page_number":20,"box":{"x":89,"y":486,"width":555,"height":12}},{"id":"eecb7fa1-824c-496c-aa72-ce50c3373b8a","block_type":"box","text":"Regulation Regarding Derivatives","page_number":20,"box":{"x":649,"y":486,"width":230,"height":12}},{"id":"f9466300-48df-492a-b666-0878880b6966","block_type":"box","text":"section of","page_number":20,"box":{"x":884,"y":486,"width":70,"height":10}},{"id":"14d4654f-b342-4165-91c5-dd84ab866f92","block_type":"box","text":"this SAI for more information.","page_number":20,"box":{"x":88,"y":501,"width":208,"height":10}},{"id":"8a5c028d-9261-4795-9267-348612fb30c0","block_type":"box","text":"Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific","page_number":20,"box":{"x":89,"y":528,"width":861,"height":12}},{"id":"201c9ab5-a91e-4aa9-b874-83ed7a9ba28a","block_type":"box","text":"instrument or index at a specified future time and at a specified price. Stock index contracts are based on investments that","page_number":20,"box":{"x":89,"y":543,"width":858,"height":12}},{"id":"6436df37-aa81-4f52-bf21-a04dc1f3e6b1","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. The Fund may enter into futures","page_number":20,"box":{"x":89,"y":558,"width":810,"height":12}},{"id":"e337918e-6f0d-4a2a-a140-657a114ded64","block_type":"box","text":"contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will","page_number":20,"box":{"x":89,"y":573,"width":858,"height":12}},{"id":"5849c2b8-6d8e-4b08-999b-60ed24cf817b","block_type":"box","text":"rise before the purchase will be made. Upon entering into a futures contract, the Fund will be required to deposit with the","page_number":20,"box":{"x":89,"y":588,"width":849,"height":12}},{"id":"d3807145-ecf5-4f6e-b04b-bcb562afdb2d","block_type":"box","text":"broker an amount of cash or cash equivalents known as “initial margin,” which is similar to a performance bond or good faith","page_number":20,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"9258a2a1-0c8c-475c-a1ff-7124ca98acb6","block_type":"box","text":"deposit on the contract and is returned to the Fund upon termination of the futures contract if all contractual obligations","page_number":20,"box":{"x":89,"y":618,"width":846,"height":13}},{"id":"ec453438-b26a-49c7-9a0f-5c3fa411aa38","block_type":"box","text":"have been satisfied. Subsequent payments, known as “variation margin,” will be made to and from the broker daily as the","page_number":20,"box":{"x":89,"y":633,"width":849,"height":13}},{"id":"6e532aad-88bd-4631-ba90-920f71220920","block_type":"box","text":"price of the instrument or index underlying the futures contract fluctuates, making the long and short positions in the futures","page_number":20,"box":{"x":89,"y":649,"width":878,"height":12}},{"id":"928d449f-efd9-4609-a7c0-dc11b52bcc80","block_type":"box","text":"contract more or less valuable, a process known as “marking-to-market.” At any time prior to the expiration of a futures","page_number":20,"box":{"x":89,"y":664,"width":839,"height":12}},{"id":"9fdf7494-e111-4b8f-9f2d-34a37669e3c7","block_type":"box","text":"contract, the Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s","page_number":20,"box":{"x":89,"y":679,"width":867,"height":12}},{"id":"6b28cfa3-5c2f-4a5b-b6eb-9656e83f0e45","block_type":"box","text":"existing position in the contract. An option on a futures contract, as contrasted with a direct investment in such a contract,","page_number":20,"box":{"x":89,"y":694,"width":859,"height":12}},{"id":"a21b5d6e-4724-45cb-82cb-01f0f116a2bc","block_type":"box","text":"gives the purchaser the right, but no obligation, in return for the premium paid, to assume a position in the underlying","page_number":20,"box":{"x":89,"y":709,"width":825,"height":12}},{"id":"4b39622e-17c7-4371-9018-712f6eebe4e6","block_type":"box","text":"futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option,","page_number":20,"box":{"x":88,"y":724,"width":877,"height":13}},{"id":"806d3392-fc53-4c5f-9411-b6c6daec60ae","block_type":"box","text":"the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of","page_number":20,"box":{"x":88,"y":739,"width":864,"height":13}},{"id":"bf2af2f3-8058-4835-8095-f0d660f31003","block_type":"box","text":"the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the","page_number":20,"box":{"x":88,"y":754,"width":874,"height":13}},{"id":"4abc4d26-a020-4018-b52b-f5550d4f0ec8","block_type":"box","text":"futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the","page_number":20,"box":{"x":88,"y":770,"width":843,"height":12}},{"id":"e31e4dd5-29dd-49a6-8e3f-a18b65bac2e6","block_type":"box","text":"futures contract.","page_number":20,"box":{"x":88,"y":785,"width":116,"height":9}},{"id":"4c04491e-c741-4d43-83d0-9fb1577e2f83","block_type":"box","text":"The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option","page_number":20,"box":{"x":88,"y":811,"width":870,"height":12}},{"id":"45e01e29-17e7-4f0d-8305-abeebe1105cb","block_type":"box","text":"plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments by the","page_number":20,"box":{"x":89,"y":826,"width":855,"height":13}},{"id":"5b22f7b3-11aa-4702-b0e3-8c63691f6eac","block_type":"box","text":"purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that","page_number":20,"box":{"x":89,"y":841,"width":867,"height":13}},{"id":"ab11aa84-9c3d-4dd9-abab-95ead61861c2","block_type":"box","text":"change would be reflected in the NAV of the Fund. The potential for loss related to writing call options is unlimited. The","page_number":20,"box":{"x":89,"y":856,"width":834,"height":13}},{"id":"e8620dd2-e6ab-4a35-bce0-fa5c41db912e","block_type":"box","text":"3","page_number":20,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"19283d2c-e25e-48e3-832e-25099a813752","block_type":"box","text":"potential for loss related to writing put options is limited to the agreed-upon price per share, also known as the “strike price,”","page_number":21,"box":{"x":89,"y":44,"width":875,"height":12}},{"id":"e5ea9c31-ee20-46e3-9512-43c5532045f7","block_type":"box","text":"less the premium received from writing the put. The Fund may purchase and write put and call options on futures contracts","page_number":21,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"ffc8bfd4-7cfa-4d46-83df-9492c448d201","block_type":"box","text":"that are traded on an exchange as a hedge against changes in value of its portfolio securities or in anticipation of the","page_number":21,"box":{"x":88,"y":74,"width":817,"height":12}},{"id":"d447efd0-9d17-4f91-82c7-6f41d0aa92e9","block_type":"box","text":"purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions.","page_number":21,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"a088be9a-5923-493b-a02c-0f10b2f8db71","block_type":"box","text":"There is no guarantee that such closing transactions can be effected.","page_number":21,"box":{"x":88,"y":104,"width":482,"height":13}},{"id":"14746648-e6b0-4a9e-92c0-d7b5c2496a1b","block_type":"box","text":"Securities options may be used by the Fund to obtain access to securities in the Underlying Index or to dispose of securities","page_number":21,"box":{"x":88,"y":131,"width":864,"height":12}},{"id":"ea3b77d3-a118-42d0-aa4c-d5c572552ccf","block_type":"box","text":"in the Underlying Index at favorable prices, to invest cash in a securities index that offers similar exposure to that provided by","page_number":21,"box":{"x":89,"y":146,"width":873,"height":12}},{"id":"bc45aa09-d534-446f-a9d8-58abdef35cc6","block_type":"box","text":"the Underlying Index or otherwise to achieve the Fund’s objective of tracking the Underlying Index. A call option gives a","page_number":21,"box":{"x":88,"y":161,"width":836,"height":12}},{"id":"4d32168a-29d0-4519-ad6a-fb3c9fce9ceb","block_type":"box","text":"holder the right to purchase a specific security at a specified price (“exercise price”) within a specified period of time. A put","page_number":21,"box":{"x":89,"y":176,"width":860,"height":13}},{"id":"1d38235b-05f7-4cd3-a741-a4324bbe8d77","block_type":"box","text":"option gives a holder the right to sell a specific security at an exercise price within a specified period of time. The initial","page_number":21,"box":{"x":89,"y":191,"width":828,"height":13}},{"id":"6f19898b-1f4c-4d40-8567-95df1242f4dc","block_type":"box","text":"purchaser of a call option pays the “writer” a premium, which is paid at the time of purchase and is retained by the writer","page_number":21,"box":{"x":89,"y":206,"width":847,"height":13}},{"id":"bb49d8b2-d4fc-4c61-b2b4-bf1402000a10","block_type":"box","text":"whether or not such option is exercised. The Fund may purchase put options to hedge its portfolio against the risk of a","page_number":21,"box":{"x":88,"y":222,"width":832,"height":12}},{"id":"0aaa8d54-c942-49ce-8a2b-00b56ace188a","block_type":"box","text":"decline in the market value of securities held and may purchase call options to hedge against an increase in the price of","page_number":21,"box":{"x":89,"y":237,"width":836,"height":12}},{"id":"3c0d2016-dfc5-4df2-82a9-0ba70805d397","block_type":"box","text":"securities it is committed to purchase. The Fund may write put and call options along with a long position in options to","page_number":21,"box":{"x":89,"y":252,"width":833,"height":12}},{"id":"c4040700-4ed7-4e23-8bd0-94b0ced57671","block_type":"box","text":"increase its ability to hedge against a change in the market value of the securities it holds or is committed to purchase. The","page_number":21,"box":{"x":89,"y":267,"width":860,"height":12}},{"id":"54df9f11-7434-4169-b292-6ffc3cdb66d0","block_type":"box","text":"Fund may purchase or sell securities options on a U.S. or non-U.S. securities exchange or in the OTC market through a","page_number":21,"box":{"x":89,"y":282,"width":826,"height":12}},{"id":"fcba264f-5d5e-472f-bc55-af206f30c56b","block_type":"box","text":"transaction with a dealer. Options on a securities index are typically settled on a net basis based on the appreciation or","page_number":21,"box":{"x":88,"y":297,"width":829,"height":12}},{"id":"2a56d51f-0091-4878-b909-2917a9ff8ace","block_type":"box","text":"depreciation of the index level over the strike price. Options on single name securities may be cash- or physically-settled,","page_number":21,"box":{"x":89,"y":312,"width":843,"height":13}},{"id":"2df6e083-eef7-4852-9b98-907fd9d549f1","block_type":"box","text":"depending upon the market in which they are traded. Options may be structured so as to be exercisable only on certain dates","page_number":21,"box":{"x":89,"y":327,"width":877,"height":13}},{"id":"1aa55ebb-0752-4afa-8981-06d5dee2d284","block_type":"box","text":"or on a daily basis. Options may also be structured to have conditions to exercise (","page_number":21,"box":{"x":89,"y":342,"width":575,"height":13}},{"id":"19d76c2a-fbeb-417a-8dff-b283996f6894","block_type":"box","text":"i.e.","page_number":21,"box":{"x":665,"y":343,"width":18,"height":9}},{"id":"345b41c6-0365-48b8-91f9-dcf33409e0cb","block_type":"box","text":", “Knock-in Events”) or conditions that","page_number":21,"box":{"x":685,"y":342,"width":269,"height":13}},{"id":"f581a17b-e6ec-4ea4-abd2-25319fa2f50f","block_type":"box","text":"trigger termination (","page_number":21,"box":{"x":88,"y":358,"width":143,"height":12}},{"id":"530ed13c-95f1-4da5-b8f2-8615e49cd3ec","block_type":"box","text":"i.e.","page_number":21,"box":{"x":232,"y":359,"width":17,"height":8}},{"id":"b3aef815-0ad0-46be-9390-e6f654a80309","block_type":"box","text":", “Knock-out Events”).","page_number":21,"box":{"x":252,"y":358,"width":153,"height":12}},{"id":"3973c1d3-2ac6-44bd-92bd-694657249ee8","block_type":"box","text":"Lending Portfolio Securities.","page_number":21,"box":{"x":89,"y":384,"width":202,"height":12}},{"id":"4f24b894-c95a-4b6a-9209-ce2b38aecc4a","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":21,"box":{"x":300,"y":384,"width":603,"height":12}},{"id":"038f34aa-6888-4c0b-b3e2-2bde046b543b","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":21,"box":{"x":89,"y":399,"width":848,"height":13}},{"id":"b42d1800-f0a6-4796-ad8f-1e9bba80f941","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of the Fund if, as a","page_number":21,"box":{"x":89,"y":414,"width":873,"height":13}},{"id":"bebe816a-fbee-46ff-a126-403202ea3199","block_type":"box","text":"result, the aggregate value of all securities loans of the Fund exceeds one-third of the value of the Fund’s total assets","page_number":21,"box":{"x":89,"y":429,"width":815,"height":13}},{"id":"115aa821-1a37-4aa9-89aa-c253958aa88f","block_type":"box","text":"(including the value of the collateral received). The Fund may terminate a loan at any time and obtain the return of the","page_number":21,"box":{"x":89,"y":445,"width":828,"height":12}},{"id":"79ec33b7-05e5-457a-bb7c-7f1a78846f93","block_type":"box","text":"securities loaned. The Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":21,"box":{"x":89,"y":460,"width":787,"height":12}},{"id":"a6d217be-60d8-4ad3-91e9-7831f663a8d5","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":21,"box":{"x":89,"y":475,"width":794,"height":12}},{"id":"18706a65-af9a-489e-af50-b3e505f5ecdb","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":21,"box":{"x":88,"y":501,"width":854,"height":13}},{"id":"e9ce3327-809c-4c1e-8fb6-e3a5ccda18c5","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":21,"box":{"x":89,"y":516,"width":873,"height":13}},{"id":"45092716-24a1-44fa-862b-bda21b86e7a7","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by","page_number":21,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"0883a093-fc03-4106-b543-64d80878a17c","block_type":"box","text":"the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund for","page_number":21,"box":{"x":88,"y":547,"width":868,"height":12}},{"id":"8b6e62ec-8e40-4ec6-928b-867e9d8bca1e","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":21,"box":{"x":89,"y":562,"width":874,"height":12}},{"id":"7e6adf3a-d93a-4580-acb3-a5fe04a7135a","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":21,"box":{"x":88,"y":577,"width":878,"height":12}},{"id":"0c24ec58-d419-44cf-b189-d348bf5c480c","block_type":"box","text":"to investment risk.","page_number":21,"box":{"x":88,"y":592,"width":128,"height":10}},{"id":"1c2fa0e9-32e1-410d-946e-10dbc8be040f","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":21,"box":{"x":88,"y":618,"width":812,"height":13}},{"id":"bfb690d4-7ebf-448c-8f60-72993d4560e2","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":21,"box":{"x":89,"y":633,"width":868,"height":13}},{"id":"370d4562-9171-4b83-a06b-549ece62ffc2","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":21,"box":{"x":89,"y":649,"width":846,"height":12}},{"id":"074a0f4b-4384-4cce-aeb3-2f50ef472f8a","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":21,"box":{"x":89,"y":664,"width":846,"height":12}},{"id":"aecd27ed-80b3-4b85-844a-5d9594d6d825","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":21,"box":{"x":88,"y":679,"width":862,"height":12}},{"id":"28df7585-666c-4cfb-9a48-c0f17129879b","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":21,"box":{"x":89,"y":694,"width":832,"height":12}},{"id":"63b7a06e-410e-4811-b745-564cd58a38cc","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":21,"box":{"x":88,"y":720,"width":873,"height":13}},{"id":"4f5a744e-efff-4deb-9972-8bc13340efc2","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":21,"box":{"x":89,"y":736,"width":830,"height":12}},{"id":"13586b5e-4226-4abf-a889-a6e645de8108","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":21,"box":{"x":89,"y":751,"width":826,"height":12}},{"id":"2c0ce30a-704c-4064-8137-ceecf6a5e11c","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":21,"box":{"x":89,"y":766,"width":855,"height":12}},{"id":"83d34212-5861-44f5-ba2b-c6c2f7fc5bc4","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":21,"box":{"x":89,"y":781,"width":874,"height":12}},{"id":"f044ebef-03d5-4d6d-9eff-1e20f48ad511","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":21,"box":{"x":89,"y":796,"width":852,"height":12}},{"id":"4b6cab29-bb0d-4e0e-a273-1d77b87c79ff","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":21,"box":{"x":89,"y":811,"width":845,"height":11}},{"id":"7df58f4b-e987-4ef0-a865-7d69be0d5435","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":21,"box":{"x":89,"y":826,"width":870,"height":13}},{"id":"8b4d0d5c-dc2f-4684-9553-45ce4e0a81a3","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":21,"box":{"x":89,"y":841,"width":806,"height":13}},{"id":"1c0230ff-ac9c-4427-8eae-76690de7ae96","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":21,"box":{"x":89,"y":856,"width":863,"height":13}},{"id":"6dd217f2-54db-4f92-a882-766aaa40fb04","block_type":"box","text":"4","page_number":21,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"30791141-3e0a-4f85-9729-fdf229b96ee1","block_type":"box","text":"election in such corporate action. If a securities lending counterparty were to default, the Fund would be subject to the risk of","page_number":22,"box":{"x":89,"y":44,"width":878,"height":12}},{"id":"1b3fddeb-2a79-4c58-b2c9-5f4aa82c8e04","block_type":"box","text":"a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In","page_number":22,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"8a9fe5b8-22eb-42d8-9c1e-6a4c37d577d1","block_type":"box","text":"the event a borrower does not return the Fund’s securities as agreed, the Fund’s ability to participate in a corporate action","page_number":22,"box":{"x":88,"y":74,"width":852,"height":12}},{"id":"0130c3da-d0f9-4982-96ff-aaf0c48f50af","block_type":"box","text":"event may be impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at","page_number":22,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"55e5d865-7672-4042-9c81-c3f0186b5eae","block_type":"box","text":"least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":22,"box":{"x":89,"y":104,"width":829,"height":13}},{"id":"3e46ac21-30d6-484a-acaa-9d7b9522ead5","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":22,"box":{"x":89,"y":119,"width":851,"height":13}},{"id":"026fc7ef-7d7a-4a40-93de-57ead360b5fd","block_type":"box","text":"lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments","page_number":22,"box":{"x":89,"y":135,"width":850,"height":12}},{"id":"e2b9b3b3-e1ee-429e-aa2e-9b0749d31206","block_type":"box","text":"received by the Fund representing dividends paid on securities loaned out by the Fund will not be considered qualified","page_number":22,"box":{"x":89,"y":150,"width":824,"height":12}},{"id":"6e77ce05-1195-49ff-ab18-08c37361993a","block_type":"box","text":"dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with the","page_number":22,"box":{"x":89,"y":165,"width":865,"height":12}},{"id":"aaf0d2dd-b2bd-4b2e-ba61-0e2cc08c2660","block_type":"box","text":"Fund’s securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":22,"box":{"x":89,"y":180,"width":871,"height":12}},{"id":"57459781-874e-433a-a956-b31823545da9","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":22,"box":{"x":89,"y":195,"width":875,"height":12}},{"id":"8b8a8f74-2788-4d8f-908e-23a0d45b207d","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":22,"box":{"x":88,"y":210,"width":869,"height":13}},{"id":"18a1c9d8-c357-4a7f-80c7-e2e06e2c77f0","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":22,"box":{"x":89,"y":225,"width":587,"height":13}},{"id":"27171cf4-10e4-4e62-a2f5-83b73148f19a","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":22,"box":{"x":89,"y":252,"width":824,"height":12}},{"id":"60bf716e-e895-498f-bee4-59931ffe71bf","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":22,"box":{"x":89,"y":267,"width":859,"height":12}},{"id":"937f5913-657a-4e85-9e81-098f381e85ad","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":22,"box":{"x":88,"y":282,"width":879,"height":12}},{"id":"f00f7169-3dfd-429a-8bca-61cacaded08f","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":22,"box":{"x":89,"y":297,"width":869,"height":12}},{"id":"c5dea897-3e1b-4413-ba5c-f46e579a3817","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":22,"box":{"x":89,"y":312,"width":846,"height":13}},{"id":"a3822d17-54bf-45a5-a4cf-30b9160150ad","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":22,"box":{"x":89,"y":327,"width":847,"height":13}},{"id":"631e0ad9-b039-485a-82ec-31d8fb1decce","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":22,"box":{"x":89,"y":342,"width":825,"height":13}},{"id":"dcaec736-7821-45d7-be54-2101498d3e48","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":22,"box":{"x":89,"y":358,"width":834,"height":12}},{"id":"a332f516-c088-403b-9661-efe573f2b660","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":22,"box":{"x":89,"y":373,"width":862,"height":12}},{"id":"c7dff484-7d5e-4fbd-aeb3-bbe378f828c0","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":22,"box":{"x":89,"y":388,"width":489,"height":12}},{"id":"61b81f79-6170-46c9-8b86-d0d2670c0acb","block_type":"box","text":"Liquidity Risk Management.","page_number":22,"box":{"x":89,"y":414,"width":200,"height":13}},{"id":"4ceb1a10-3240-4e1d-954d-dd0fbacb3c55","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":22,"box":{"x":299,"y":414,"width":662,"height":13}},{"id":"0b00daa8-72e9-4c32-b4e4-e6af34adefc8","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Fund, to establish a liquidity risk management program (the “Liquidity","page_number":22,"box":{"x":89,"y":429,"width":876,"height":13}},{"id":"076bad49-0f83-4b33-b124-8c6e025b52c0","block_type":"box","text":"Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a","page_number":22,"box":{"x":89,"y":445,"width":860,"height":12}},{"id":"a9ca2ddf-6a3a-49c2-89e0-49220f6071c8","block_type":"box","text":"Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the","page_number":22,"box":{"x":89,"y":460,"width":851,"height":12}},{"id":"73396654-16e4-4fd8-9e37-bce2a1be2a55","block_type":"box","text":"administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the","page_number":22,"box":{"x":89,"y":475,"width":850,"height":12}},{"id":"0bea5775-9932-4e85-b416-90df19d67137","block_type":"box","text":"Fund’s liquidity risk and classifies each investment held by the Fund as a “highly liquid investment,” “moderately liquid","page_number":22,"box":{"x":89,"y":490,"width":827,"height":12}},{"id":"2de96f81-a462-4af0-996c-bd64b55c3b96","block_type":"box","text":"investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the","page_number":22,"box":{"x":89,"y":505,"width":848,"height":12}},{"id":"aca70b34-b9f9-498f-9273-66357b14cd1d","block_type":"box","text":"Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’","page_number":22,"box":{"x":89,"y":520,"width":855,"height":12}},{"id":"126b2d50-db49-49a7-90ff-e6a29c93d249","block_type":"box","text":"interest in the Fund. The liquidity of the Fund’s portfolio investments is determined based on relevant market, trading and","page_number":22,"box":{"x":89,"y":535,"width":850,"height":13}},{"id":"242d95cd-fdd0-4a98-870d-fb7dd42a4e3c","block_type":"box","text":"investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the liquidity","page_number":22,"box":{"x":89,"y":550,"width":855,"height":13}},{"id":"4193a6fa-afae-4ddc-bd07-2110a9cc284f","block_type":"box","text":"risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment","page_number":22,"box":{"x":89,"y":565,"width":873,"height":13}},{"id":"6737a156-cfc1-4b3a-a24c-0ff5a465cb0f","block_type":"box","text":"is deemed to be an illiquid investment or a less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":22,"box":{"x":89,"y":581,"width":869,"height":12}},{"id":"a901875f-557a-4ea7-859b-cc1a6cd27d01","block_type":"box","text":"Non-U.S. Securities.","page_number":22,"box":{"x":89,"y":608,"width":141,"height":9}},{"id":"65b2cdde-7c9e-48c5-b3ad-464bbe75d4d6","block_type":"box","text":"The Fund intends to purchase publicly traded common stocks of non-U.S. issuers. To the extent the","page_number":22,"box":{"x":239,"y":607,"width":698,"height":12}},{"id":"a5b06a70-7615-48e9-9efe-e71ce8e12ac9","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":22,"box":{"x":89,"y":622,"width":864,"height":12}},{"id":"1a557aa2-8d4e-499b-8882-f35235067d26","block_type":"box","text":"Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary","page_number":22,"box":{"x":89,"y":637,"width":876,"height":13}},{"id":"190a8073-8273-4a69-a25c-6bf57819f7f9","block_type":"box","text":"receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying","page_number":22,"box":{"x":89,"y":652,"width":873,"height":13}},{"id":"e20858b3-974b-4dc6-8e3c-5cc63bf7f805","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":22,"box":{"x":89,"y":668,"width":869,"height":12}},{"id":"377e0a35-7372-4a39-9cec-3392d5e7da0a","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":22,"box":{"x":89,"y":683,"width":827,"height":12}},{"id":"c82534cf-4af9-47a4-82f0-08bc960eadc2","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":22,"box":{"x":89,"y":698,"width":865,"height":12}},{"id":"52d311da-5b8d-4ec7-a66c-eb76db739dac","block_type":"box","text":"issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic","page_number":22,"box":{"x":89,"y":713,"width":833,"height":12}},{"id":"396d4af8-bbd2-4e17-8fe2-308cdc76d48a","block_type":"box","text":"underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":22,"box":{"x":89,"y":728,"width":862,"height":12}},{"id":"b1fcfc53-ed5b-4f02-ad97-a9df8b25547c","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":22,"box":{"x":89,"y":743,"width":835,"height":12}},{"id":"cbcad612-fa15-47f4-be1e-3ce464664111","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":22,"box":{"x":89,"y":758,"width":855,"height":13}},{"id":"dd63a9af-821f-4a86-990b-7d9969018181","block_type":"box","text":"designed for use throughout the world.","page_number":22,"box":{"x":89,"y":773,"width":274,"height":13}},{"id":"73f1219f-7599-4eee-9e1a-f4026d024400","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":22,"box":{"x":89,"y":800,"width":877,"height":12}},{"id":"7742203c-7074-43a9-823c-b08fdc3ea423","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to","page_number":22,"box":{"x":89,"y":815,"width":854,"height":12}},{"id":"412d291d-c8f6-45de-97d7-a97004328e4a","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":22,"box":{"x":89,"y":830,"width":841,"height":12}},{"id":"6eb177f9-7428-4325-951d-0761351f8811","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":22,"box":{"x":89,"y":845,"width":859,"height":12}},{"id":"c2ed8c2c-f0bc-4e4e-8d5d-db36a591222d","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":22,"box":{"x":89,"y":860,"width":833,"height":13}},{"id":"a220066f-aeb1-4f54-860b-84834b079f8c","block_type":"box","text":"5","page_number":22,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"9ea88c24-b95a-41a3-a978-21da50531d8f","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":23,"box":{"x":89,"y":44,"width":795,"height":12}},{"id":"9baaede8-5da6-4e16-ad22-130402a73f21","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":23,"box":{"x":89,"y":59,"width":571,"height":12}},{"id":"ceed7d23-633b-4832-ae03-cb3ea71fea94","block_type":"box","text":"Investing in the securities of non-U.S. issuers involves special risks and considerations not typically associated with investing","page_number":23,"box":{"x":89,"y":85,"width":868,"height":13}},{"id":"c133a046-cca3-4fd5-aeb6-22e0d7d4f6d1","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":23,"box":{"x":89,"y":101,"width":808,"height":12}},{"id":"b2f654e7-b3b9-489b-ad12-c52cd25ae44c","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":23,"box":{"x":89,"y":116,"width":853,"height":12}},{"id":"1eadd3bf-e175-4527-90bc-e47b71ce987b","block_type":"box","text":"which could affect U.S. investments in non-U.S. countries; and potential restrictions on the flow of international capital. Non","page_number":23,"box":{"x":88,"y":131,"width":873,"height":12}},{"id":"dfc4de8b-9007-4ab0-9bbf-34a2a49e17a5","block_type":"box","text":"U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may","page_number":23,"box":{"x":89,"y":146,"width":864,"height":12}},{"id":"4e6c2803-0d2d-4664-ba63-fe70ee71772a","block_type":"box","text":"differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation,","page_number":23,"box":{"x":89,"y":161,"width":872,"height":12}},{"id":"8699fc60-db5b-4e5c-b06f-efe1ab965358","block_type":"box","text":"capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":23,"box":{"x":89,"y":176,"width":564,"height":13}},{"id":"bc50d910-f34b-4311-bc60-bd82e1aef0d4","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":23,"box":{"x":89,"y":203,"width":242,"height":12}},{"id":"a05bd0af-ad66-40da-9029-090992a89c0a","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":23,"box":{"x":340,"y":203,"width":588,"height":12}},{"id":"ed1ca29a-3d62-4a16-9730-9dd7fa307b65","block_type":"box","text":"CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly, more than a prescribed level of its","page_number":23,"box":{"x":89,"y":218,"width":812,"height":12}},{"id":"88c6f0b3-f459-447f-abd8-da65ef807630","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":23,"box":{"x":89,"y":233,"width":819,"height":12}},{"id":"d9550c83-95ea-4460-8f3a-a807daaf6bf9","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":23,"box":{"x":89,"y":248,"width":872,"height":12}},{"id":"074cfd34-117e-4aac-9d5d-3b5eb3dd6de6","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. To the extent the Fund uses","page_number":23,"box":{"x":89,"y":263,"width":838,"height":12}},{"id":"0bc6ad55-a21c-4570-b735-c9d480976f50","block_type":"box","text":"CFTC Derivatives, it intends to do so below such prescribed levels and intends not to market itself as a “commodity pool” or a","page_number":23,"box":{"x":89,"y":278,"width":876,"height":13}},{"id":"5a0902c2-f025-4598-b25b-9268eb0c0c58","block_type":"box","text":"vehicle for trading such instruments.","page_number":23,"box":{"x":88,"y":293,"width":256,"height":13}},{"id":"8b4ea2e1-a869-4622-8015-e39da3828302","block_type":"box","text":"BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5","page_number":23,"box":{"x":89,"y":320,"width":873,"height":12}},{"id":"5a89edd8-8ded-4cfa-b1f3-51d6a062eb8c","block_type":"box","text":"under the CEA with respect to the Fund. BFA is not, therefore, subject to registration or regulation as a “commodity pool","page_number":23,"box":{"x":89,"y":335,"width":839,"height":12}},{"id":"0004174a-97a9-496e-978a-1e8c8ec311da","block_type":"box","text":"operator” under the CEA with respect to the Fund.","page_number":23,"box":{"x":89,"y":350,"width":351,"height":12}},{"id":"ee314be9-833f-4505-bd07-23561a2257e4","block_type":"box","text":"The Fund (the “No-Action Letter Fund”) may also have investments in “underlying funds” (and such underlying funds","page_number":23,"box":{"x":88,"y":376,"width":826,"height":13}},{"id":"42de215a-005a-4052-8af5-0935b5f4ebd4","block_type":"box","text":"themselves may invest in underlying funds) not advised by BFA (the term “underlying fund” for purposes of the no-action","page_number":23,"box":{"x":88,"y":392,"width":852,"height":12}},{"id":"0ab5e93f-0350-41ab-a612-05e73babb26e","block_type":"box","text":"letter referenced below may include, but is not limited to, certain securitized vehicles, mortgage or international real estate","page_number":23,"box":{"x":89,"y":407,"width":855,"height":12}},{"id":"3f623254-3703-4c75-8555-c88af0d38518","block_type":"box","text":"investment trusts (“REITs”), business development companies, and investment companies that may invest in CFTC","page_number":23,"box":{"x":89,"y":422,"width":803,"height":12}},{"id":"bec00273-53a3-44be-91ed-6c487401ed46","block_type":"box","text":"Derivatives or in any of the foregoing), and therefore may be viewed by the CFTC as commodity pools. BFA may not have","page_number":23,"box":{"x":89,"y":437,"width":844,"height":12}},{"id":"f4dc4cdf-4965-40b0-976e-9d99d67db3cf","block_type":"box","text":"transparency into the holdings of these underlying funds because they are not advised by BFA. To address this issue of lack of","page_number":23,"box":{"x":88,"y":452,"width":881,"height":12}},{"id":"3e47f53e-8ecf-455e-a01d-8883a21b6f0f","block_type":"box","text":"transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in","page_number":23,"box":{"x":88,"y":467,"width":862,"height":13}},{"id":"248128fc-3618-4425-a093-c6292bbece4f","block_type":"box","text":"such underlying funds and that would otherwise have filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay","page_number":23,"box":{"x":89,"y":482,"width":802,"height":13}},{"id":"2666e750-9c3c-4a87-9cc3-f3e085d5e3db","block_type":"box","text":"registration as a “commodity pool operator” until six months from the date on which the CFTC issues additional guidance on","page_number":23,"box":{"x":89,"y":497,"width":874,"height":13}},{"id":"78c829e2-e8e9-4f7f-94a8-eb4485e4629e","block_type":"box","text":"the treatment of CFTC Derivatives held by underlying funds. BFA, the adviser of the No-Action Letter Fund, has filed a claim","page_number":23,"box":{"x":88,"y":513,"width":862,"height":12}},{"id":"fabd62c0-69f9-438e-a64c-69ee872162d9","block_type":"box","text":"with the CFTC for such fund to rely on this no-action relief. Accordingly, BFA is not currently subject to registration or","page_number":23,"box":{"x":88,"y":528,"width":820,"height":12}},{"id":"c4a139b7-12ef-4d17-a13a-75c0e6e1f4a4","block_type":"box","text":"regulation as a “commodity pool operator” under the CEA in respect of such fund.","page_number":23,"box":{"x":89,"y":543,"width":573,"height":12}},{"id":"ecfb95b3-002a-44cb-abb5-ea7c26c1c634","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":23,"box":{"x":89,"y":569,"width":849,"height":13}},{"id":"38472fec-26a1-46f4-b65a-9199a54b584d","block_type":"box","text":"regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under","page_number":23,"box":{"x":89,"y":584,"width":873,"height":13}},{"id":"80b094d4-137c-4f3b-8149-cc23fd4a338f","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":23,"box":{"x":89,"y":599,"width":838,"height":13}},{"id":"e00fe47f-04f1-4571-a49f-10170ba198d0","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":23,"box":{"x":89,"y":615,"width":863,"height":12}},{"id":"4415ab5c-97fa-4454-a9a6-09456f302acc","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":23,"box":{"x":89,"y":630,"width":867,"height":12}},{"id":"b7f175d0-8f05-4246-8383-1d9787536c02","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to the Fund of trading these instruments","page_number":23,"box":{"x":89,"y":645,"width":878,"height":12}},{"id":"71147734-64ae-4be9-95fa-e9423974cdce","block_type":"box","text":"and, as a result, may affect returns to investors in the Fund.","page_number":23,"box":{"x":89,"y":660,"width":413,"height":12}},{"id":"0e592000-c4e3-4dfb-becd-5ae164c28f66","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into Derivatives Transactions (as defined below) and","page_number":23,"box":{"x":89,"y":686,"width":866,"height":13}},{"id":"65f1088d-923a-452d-a101-ae5685b0bdf5","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":23,"box":{"x":89,"y":702,"width":842,"height":12}},{"id":"93e17dcd-4a5d-4389-8bd4-06a615063804","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":23,"box":{"x":89,"y":717,"width":823,"height":12}},{"id":"73a1e3cf-16fc-49e0-8382-1b865becf8ae","block_type":"box","text":"including the Funds, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":23,"box":{"x":89,"y":732,"width":879,"height":12}},{"id":"2ee36080-2545-4512-9077-a89c496db347","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":23,"box":{"x":88,"y":747,"width":257,"height":12}},{"id":"aede672d-e6b9-4676-bbea-fc47db7b2387","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":23,"box":{"x":89,"y":773,"width":862,"height":13}},{"id":"dc7ab9b9-7d6e-41af-84b3-d9392d189df6","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":23,"box":{"x":88,"y":788,"width":871,"height":13}},{"id":"b5dcdadb-1a96-4296-bd6d-c6a1235b502f","block_type":"box","text":"or any similar instrument, under which a Fund is or may be required to make any payment or delivery of cash or other assets","page_number":23,"box":{"x":89,"y":804,"width":871,"height":12}},{"id":"a138d652-7288-4f3a-ac9d-912df45e8ad1","block_type":"box","text":"during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise;","page_number":23,"box":{"x":89,"y":819,"width":867,"height":12}},{"id":"8573bd39-32be-4e28-83db-c99501277058","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non","page_number":23,"box":{"x":89,"y":834,"width":864,"height":12}},{"id":"789eb201-ad3f-449c-a2d6-d6906efd8447","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":23,"box":{"x":89,"y":849,"width":863,"height":12}},{"id":"de177bce-fbdd-46ba-b611-f8b13b4976bd","block_type":"box","text":"6","page_number":23,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"2452085a-0703-456e-aed0-25f9d7433c52","block_type":"box","text":"under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be","page_number":24,"box":{"x":89,"y":44,"width":863,"height":12}},{"id":"cb92d306-2faa-467c-ba43-9aebbd2c4cef","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":24,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"6598e3b4-b437-47e2-9916-8d7d680c0bda","block_type":"box","text":"physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement","page_number":24,"box":{"x":89,"y":74,"width":834,"height":12}},{"id":"c99e3606-c799-4f1a-8af8-c32be61d77de","block_type":"box","text":"Securities Provision”).","page_number":24,"box":{"x":88,"y":89,"width":152,"height":13}},{"id":"894ac932-55bb-4041-9303-2670be42ed17","block_type":"box","text":"Unless a Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4","page_number":24,"box":{"x":89,"y":116,"width":872,"height":12}},{"id":"0c385c54-8801-431b-b174-d252078e8566","block_type":"box","text":"with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires a Fund to adopt and implement a","page_number":24,"box":{"x":88,"y":131,"width":830,"height":12}},{"id":"b23470ed-a019-45a5-a3db-ac4c4b500dfa","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":24,"box":{"x":89,"y":146,"width":875,"height":12}},{"id":"f859b88d-aa41-4b51-bfd4-ff411e5cc474","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":24,"box":{"x":89,"y":161,"width":846,"height":12}},{"id":"589a086d-5650-4dbb-b78b-292f0c9b9d7c","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":24,"box":{"x":89,"y":176,"width":839,"height":13}},{"id":"892a5035-18e8-4a64-9101-6765d8651c32","block_type":"box","text":"reports to the Board.","page_number":24,"box":{"x":89,"y":191,"width":142,"height":13}},{"id":"e164904c-4de5-4a95-b2b7-734345555151","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if a Fund’s “derivatives exposure”","page_number":24,"box":{"x":89,"y":218,"width":868,"height":12}},{"id":"d2e60433-1adf-4639-85cf-c09a2314835e","block_type":"box","text":"(as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund","page_number":24,"box":{"x":89,"y":233,"width":830,"height":12}},{"id":"c25af75d-a1e8-4267-a33b-d73fef9e6135","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":24,"box":{"x":89,"y":248,"width":850,"height":12}},{"id":"103c7ac5-8e0c-41e1-ad7e-a07b9824c0ad","block_type":"box","text":"Derivatives User Exception”).","page_number":24,"box":{"x":89,"y":263,"width":201,"height":12}},{"id":"e45181d2-6515-4ba7-989d-704b90ae0dd3","block_type":"box","text":"Repurchase Agreements.","page_number":24,"box":{"x":89,"y":290,"width":180,"height":12}},{"id":"037f1d93-bcb3-4af0-8ee6-7246a3cdde20","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":24,"box":{"x":278,"y":290,"width":494,"height":12}},{"id":"b9894891-7e7f-45d2-b3d9-3e8e76462b88","block_type":"box","text":"i.e.","page_number":24,"box":{"x":773,"y":290,"width":18,"height":9}},{"id":"4bb81dc6-1907-4d92-a0d6-e381253418ce","block_type":"box","text":", the Fund) acquires a","page_number":24,"box":{"x":793,"y":290,"width":150,"height":12}},{"id":"c6f17b99-42f7-422f-90d0-dea63e9bb1c7","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":24,"box":{"x":89,"y":305,"width":854,"height":12}},{"id":"53c499a3-022d-4af7-8a95-7aa6b60cd77c","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":24,"box":{"x":88,"y":320,"width":822,"height":12}},{"id":"7471f13b-80f2-4163-8583-587133ff7db9","block_type":"box","text":"collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase","page_number":24,"box":{"x":89,"y":335,"width":828,"height":12}},{"id":"fdd5d82b-f203-45a2-b00a-e6c4ca0af889","block_type":"box","text":"agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by the Fund","page_number":24,"box":{"x":89,"y":350,"width":864,"height":12}},{"id":"dec2dacd-75ea-4abb-9c96-d9c305b32466","block_type":"box","text":"but only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the","page_number":24,"box":{"x":89,"y":365,"width":845,"height":12}},{"id":"02a421db-df25-403f-a0f5-821bbb98e9b4","block_type":"box","text":"seller, the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.","page_number":24,"box":{"x":89,"y":380,"width":803,"height":13}},{"id":"135749b7-026b-426a-92f0-d12890648ae0","block_type":"box","text":"In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by","page_number":24,"box":{"x":89,"y":407,"width":875,"height":12}},{"id":"1c55df79-3320-40e1-a491-a0eb108bedda","block_type":"box","text":"the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is","page_number":24,"box":{"x":88,"y":422,"width":841,"height":12}},{"id":"96bf0abf-8b2f-4665-b295-1a33fa6016d3","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":24,"box":{"x":89,"y":437,"width":811,"height":12}},{"id":"9a554215-8ccf-4832-b8bd-431acb75c314","block_type":"box","text":"sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within","page_number":24,"box":{"x":89,"y":452,"width":856,"height":12}},{"id":"75eb8c50-22dc-45cf-b381-af3bf257c7c9","block_type":"box","text":"seven days.","page_number":24,"box":{"x":89,"y":467,"width":78,"height":13}},{"id":"2a391bc5-9806-49f2-bd4a-e0f53cc16458","block_type":"box","text":"Repurchase agreements pose certain risks for the Fund, should it decide to utilize them. Such risks are not unique to the","page_number":24,"box":{"x":89,"y":494,"width":839,"height":12}},{"id":"67a1b7e2-d8d5-4306-83cf-ce9e1b91a88d","block_type":"box","text":"Fund, but are inherent in repurchase agreements. The Fund seeks to minimize such risks, but because of the inherent legal","page_number":24,"box":{"x":89,"y":509,"width":856,"height":12}},{"id":"59023cb0-9817-49f7-b57f-28c9a910a942","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":24,"box":{"x":89,"y":524,"width":873,"height":12}},{"id":"cae3e204-3108-43c9-a657-e427986a3d1c","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":24,"box":{"x":89,"y":539,"width":836,"height":12}},{"id":"bf570491-11b8-4ae7-b561-64866136ebd2","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":24,"box":{"x":89,"y":554,"width":871,"height":12}},{"id":"33e92ceb-4c28-49a7-93b9-809c69f5f445","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":24,"box":{"x":88,"y":569,"width":841,"height":13}},{"id":"d853061b-8fc2-419d-9afe-84cff0f7115c","block_type":"box","text":"counterparty’s repurchase obligation, the Fund would likely retain the status of an unsecured creditor of the counterparty","page_number":24,"box":{"x":89,"y":584,"width":850,"height":13}},{"id":"89e0489e-7aaa-4544-b05b-03ddb831bbc9","block_type":"box","text":"(","page_number":24,"box":{"x":89,"y":599,"width":4,"height":13}},{"id":"5f3cadcd-aa21-45fc-9cea-a9b530328d15","block_type":"box","text":"i.e.","page_number":24,"box":{"x":94,"y":600,"width":18,"height":9}},{"id":"11b9fed1-1f3e-42f3-a5fb-82746d0e0551","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":24,"box":{"x":114,"y":599,"width":836,"height":13}},{"id":"328afeda-ae3a-45ab-b042-ee191a9f9a85","block_type":"box","text":"securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, the Fund","page_number":24,"box":{"x":89,"y":615,"width":842,"height":12}},{"id":"06221e36-cdcf-4fdf-a5bb-42a5e89a0bad","block_type":"box","text":"would be at risk of losing some or all of the principal and income involved in the transaction.","page_number":24,"box":{"x":88,"y":630,"width":646,"height":12}},{"id":"1422ed21-e862-4220-8f40-b17fedc506f0","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":24,"box":{"x":89,"y":656,"width":240,"height":13}},{"id":"2d814b71-2e1f-43df-b600-555657cf7917","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":24,"box":{"x":339,"y":656,"width":577,"height":13}},{"id":"901f30de-2dd5-4184-9d55-9bfa1b434be0","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":24,"box":{"x":89,"y":671,"width":839,"height":13}},{"id":"43ad62ac-b41b-420f-862d-a312c5507ab9","block_type":"box","text":"Generally, the effect of such transactions is that the Fund can recover all or most of the cash invested in the portfolio","page_number":24,"box":{"x":89,"y":686,"width":813,"height":13}},{"id":"620b35eb-687f-40b5-ab48-a20bd5610b95","block_type":"box","text":"securities involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some","page_number":24,"box":{"x":89,"y":702,"width":865,"height":12}},{"id":"b986a0b7-d2ed-4aa6-b48b-63bf5695f223","block_type":"box","text":"of the interest income associated with those securities. Such transactions are advantageous only if the Fund has an","page_number":24,"box":{"x":89,"y":717,"width":806,"height":12}},{"id":"4a3d94c1-d4ef-4bb8-b5c1-70d66f3dbb94","block_type":"box","text":"opportunity to earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of","page_number":24,"box":{"x":89,"y":732,"width":842,"height":12}},{"id":"92e8a1c5-1fff-442e-8eb5-26984e554072","block_type":"box","text":"obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than","page_number":24,"box":{"x":89,"y":747,"width":862,"height":12}},{"id":"fb83c286-e323-4f85-b88f-bd3ab075f5ec","block_type":"box","text":"the interest required to be paid may not always be available, and the Fund intends to use the reverse repurchase technique","page_number":24,"box":{"x":88,"y":762,"width":857,"height":12}},{"id":"959c41e8-1b11-49b3-9c5d-bc619620360c","block_type":"box","text":"only when BFA believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any","page_number":24,"box":{"x":89,"y":777,"width":865,"height":12}},{"id":"5db9ae96-2440-4532-8491-2c0ee1ef4420","block_type":"box","text":"increase or decrease in the value of the Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and","page_number":24,"box":{"x":89,"y":792,"width":856,"height":13}},{"id":"b7340c11-8045-4c4c-bf87-ea4318793af5","block_type":"box","text":"the proceeds obtained by the Fund through reverse repurchase agreements may be invested in additional securities.","page_number":24,"box":{"x":88,"y":807,"width":812,"height":13}},{"id":"bdf4ac5d-5178-473a-9f42-7da821126119","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into reverse repurchase agreements and similar","page_number":24,"box":{"x":89,"y":834,"width":847,"height":12}},{"id":"1960440f-0f33-4639-8693-17661f75b78f","block_type":"box","text":"financing transactions (","page_number":24,"box":{"x":88,"y":849,"width":166,"height":12}},{"id":"f9eb968c-855c-4094-83c9-c1d6ed62aa9f","block_type":"box","text":"e.g.,","page_number":24,"box":{"x":255,"y":852,"width":26,"height":9}},{"id":"a8216db7-be81-4028-b615-2413f8b4fc14","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":24,"box":{"x":288,"y":849,"width":613,"height":12}},{"id":"9fc4989a-1789-4c0a-bae9-fbc0ba5662e8","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":24,"box":{"x":89,"y":864,"width":870,"height":12}},{"id":"b243ecc1-6018-489f-8a7d-451ea191adec","block_type":"box","text":"7","page_number":24,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"2a5c0d52-e780-4882-89b8-57d99498430c","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":25,"box":{"x":89,"y":44,"width":878,"height":12}},{"id":"e1fcb67d-5a65-4018-98f7-c0d9d7758850","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":25,"box":{"x":89,"y":59,"width":556,"height":12}},{"id":"6af9b836-efb5-4639-880a-9f1c137efa13","block_type":"box","text":"Regulation Regarding Derivatives","page_number":25,"box":{"x":647,"y":59,"width":230,"height":12}},{"id":"abd5de10-9a10-4883-b251-dd97c152280d","block_type":"box","text":"” above.)","page_number":25,"box":{"x":878,"y":59,"width":61,"height":12}},{"id":"22bb8b64-5d6d-4e4f-835a-5316eb60ea70","block_type":"box","text":"Securities of Investment Companies.","page_number":25,"box":{"x":88,"y":85,"width":263,"height":13}},{"id":"935694c7-b210-44be-892a-39d25cc74bd2","block_type":"box","text":"The Fund may invest in the securities of other investment companies (including","page_number":25,"box":{"x":360,"y":85,"width":558,"height":13}},{"id":"c9f97929-ee29-4663-af87-e9280748fcb8","block_type":"box","text":"money market funds) to the extent permitted by law. Pursuant to the 1940 Act, the Fund’s investment in registered","page_number":25,"box":{"x":89,"y":101,"width":804,"height":12}},{"id":"ba8f9d01-565f-48e2-a13b-1a69fadd00a2","block_type":"box","text":"investment companies is generally limited to, subject to certain exceptions: (i) 3% of the total outstanding voting stock of","page_number":25,"box":{"x":89,"y":116,"width":852,"height":12}},{"id":"f85a2035-8d85-4602-8018-6ef60d715dd0","block_type":"box","text":"any one investment company; (ii) 5% of the Fund’s total assets with respect to any one investment company; and (iii) 10% of","page_number":25,"box":{"x":89,"y":131,"width":878,"height":12}},{"id":"d4291c26-da96-4f3a-a92a-909cbcf971f6","block_type":"box","text":"the Fund’s total assets with respect to investment companies in the aggregate. Other investment companies in which the","page_number":25,"box":{"x":88,"y":146,"width":850,"height":12}},{"id":"a31854ca-c00b-4deb-a133-cfb04709977f","block_type":"box","text":"Fund may invest can be expected to incur fees and expenses for operations, such as investment advisory and administration","page_number":25,"box":{"x":89,"y":161,"width":869,"height":12}},{"id":"016343ed-719a-439e-bebe-97aff7d6562b","block_type":"box","text":"fees, which would be in addition to those incurred by the Fund. Pursuant to guidance issued by the SEC staff, fees and","page_number":25,"box":{"x":88,"y":176,"width":824,"height":13}},{"id":"e2e02856-497c-45ff-8600-228ace0b912b","block_type":"box","text":"expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as","page_number":25,"box":{"x":89,"y":191,"width":854,"height":13}},{"id":"3c59c149-4897-4f53-8c65-ce544d4a0cea","block_type":"box","text":"Acquired Fund Fees and Expenses, which reflect the Fund’s","page_number":25,"box":{"x":88,"y":206,"width":414,"height":13}},{"id":"678398ae-703b-4341-8c46-ba458cdaf814","block_type":"box","text":"pro rata","page_number":25,"box":{"x":507,"y":208,"width":56,"height":11}},{"id":"b401195c-0144-4bee-a06e-8d46d40c9a30","block_type":"box","text":"share of the fees and expenses incurred by investing in","page_number":25,"box":{"x":567,"y":206,"width":382,"height":13}},{"id":"b148f70b-44fe-48aa-a1d3-94d7148f3a19","block_type":"box","text":"other investment companies (as disclosed in the Prospectus, as applicable).","page_number":25,"box":{"x":89,"y":222,"width":528,"height":12}},{"id":"39fbc986-ce55-4201-a37a-bbecdf48ca19","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":25,"box":{"x":88,"y":248,"width":386,"height":12}},{"id":"8a0ae6bd-b061-4fca-8c9b-dec0852313fc","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":25,"box":{"x":483,"y":248,"width":458,"height":12}},{"id":"83aa235c-89fa-498c-abca-a38d996756fa","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":25,"box":{"x":89,"y":263,"width":858,"height":12}},{"id":"8f1379af-841f-4524-ac89-e8805d4b8300","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":25,"box":{"x":89,"y":278,"width":860,"height":13}},{"id":"f518c64b-0f8b-4800-9292-35da7bf6ed92","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":25,"box":{"x":89,"y":293,"width":814,"height":13}},{"id":"98815864-ed54-4e98-bc71-1b0fe76e2a0f","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":25,"box":{"x":89,"y":308,"width":840,"height":13}},{"id":"560a734a-850f-4235-8457-c21af1d3488a","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":25,"box":{"x":89,"y":324,"width":870,"height":12}},{"id":"3c995106-a213-4e42-ad88-d4c447f3160a","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":25,"box":{"x":89,"y":339,"width":612,"height":12}},{"id":"5678094d-b0e6-454f-9248-f904d3f15c5a","block_type":"box","text":"®","page_number":25,"box":{"x":702,"y":337,"width":9,"height":6}},{"id":"d916a572-927c-4a88-8ba6-2d59b5d351f8","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":25,"box":{"x":717,"y":339,"width":214,"height":12}},{"id":"8199a173-de05-4834-a1ca-c46895258e50","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by Standard & Poor’s","page_number":25,"box":{"x":89,"y":354,"width":336,"height":12}},{"id":"1fa2f1a1-630e-40b0-9f2f-28236577f28d","block_type":"box","text":"®","page_number":25,"box":{"x":426,"y":352,"width":9,"height":6}},{"id":"dcf021f5-87f0-4d0e-97c4-71e82b975644","block_type":"box","text":"Financial Services LLC, a subsidiary of S&P Global, Inc. (“S&P Global","page_number":25,"box":{"x":441,"y":354,"width":471,"height":12}},{"id":"029c091e-0cb1-480c-bd9e-333ec0caa377","block_type":"box","text":"Ratings”), or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":25,"box":{"x":89,"y":369,"width":808,"height":12}},{"id":"5a62ea7c-8302-4be6-9de4-76b9e7c1766a","block_type":"box","text":"e.g.","page_number":25,"box":{"x":898,"y":372,"width":23,"height":9}},{"id":"b7455bda-27af-42f5-8064-49a448c5a29a","block_type":"box","text":",","page_number":25,"box":{"x":923,"y":377,"width":2,"height":3}},{"id":"f62abdb4-e4f2-4c51-8e78-e67a1da6c320","block_type":"box","text":"bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been","page_number":25,"box":{"x":89,"y":384,"width":843,"height":12}},{"id":"1cb78393-c2d9-4a06-9c70-89e49334860c","block_type":"box","text":"determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act;","page_number":25,"box":{"x":89,"y":399,"width":856,"height":13}},{"id":"d7a496e2-7747-4982-8fc4-e4669d731591","block_type":"box","text":"(vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S.","page_number":25,"box":{"x":89,"y":414,"width":830,"height":13}},{"id":"417baf02-15ee-4a87-878a-4c3a8d52dc4b","block_type":"box","text":"branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by the","page_number":25,"box":{"x":89,"y":429,"width":851,"height":13}},{"id":"e30058eb-3e2a-4cc8-9011-f7e9fa352559","block_type":"box","text":"Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable","page_number":25,"box":{"x":89,"y":445,"width":857,"height":12}},{"id":"26f352f8-8b58-4c9b-815a-ae6433105ffc","block_type":"box","text":"deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are","page_number":25,"box":{"x":89,"y":460,"width":848,"height":12}},{"id":"8aa8555a-24d2-4731-a621-dcaf3123cbd8","block_type":"box","text":"time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.","page_number":25,"box":{"x":88,"y":475,"width":755,"height":12}},{"id":"efab486b-8369-4253-b159-af0756f45325","block_type":"box","text":"Swap Agreements.","page_number":25,"box":{"x":88,"y":502,"width":134,"height":12}},{"id":"adbc3189-598f-4ee0-ad64-257a5239017e","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":25,"box":{"x":231,"y":501,"width":735,"height":13}},{"id":"48883542-6c5c-4760-b13d-9db7ac87037f","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":25,"box":{"x":88,"y":516,"width":850,"height":13}},{"id":"53df0737-29a7-4e78-8134-9cd0e1a10489","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":25,"box":{"x":89,"y":531,"width":843,"height":13}},{"id":"ae0a14ee-4f3b-4d34-b79c-42643eef0106","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":25,"box":{"x":89,"y":547,"width":817,"height":12}},{"id":"bc696b93-8121-48eb-8524-f00058721eac","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":25,"box":{"x":89,"y":562,"width":870,"height":12}},{"id":"cd95d4ef-9956-410f-96cc-440a73e5031c","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":25,"box":{"x":89,"y":577,"width":519,"height":12}},{"id":"937f6ad7-4c5e-4716-83cc-4a113136ca2b","block_type":"box","text":"The Fund may enter into currency swaps, interest rate swaps and index swaps, or total return swaps (some of which may be","page_number":25,"box":{"x":88,"y":603,"width":872,"height":13}},{"id":"649ec331-a4dd-4e8d-b47c-b32977ed12df","block_type":"box","text":"referred to as contracts for difference or “CFDs”). The use of swaps is a highly specialized activity that involves investment","page_number":25,"box":{"x":89,"y":618,"width":853,"height":13}},{"id":"ff6ed600-35a4-4e0d-a4b4-8d1c47334259","block_type":"box","text":"techniques and risks different from those associated with ordinary portfolio security transactions. These transactions","page_number":25,"box":{"x":88,"y":633,"width":819,"height":13}},{"id":"eb327005-8f9f-4c53-b886-f4926a51ca4b","block_type":"box","text":"generally do not involve the delivery of securities or other underlying assets.","page_number":25,"box":{"x":89,"y":649,"width":530,"height":12}},{"id":"f6709605-10c2-4ee7-befd-89549b519a6c","block_type":"box","text":"Tracking Stocks.","page_number":25,"box":{"x":88,"y":675,"width":119,"height":12}},{"id":"5a059e18-b3c8-45c2-b083-f33540cb0caf","block_type":"box","text":"A tracking stock is a separate class of common stock whose value is linked to a specific business unit or","page_number":25,"box":{"x":215,"y":675,"width":728,"height":12}},{"id":"34b08458-abf7-43a5-b958-babb13ae1f73","block_type":"box","text":"operating division within a larger company and is designed to “track” the performance of such business unit or division. The","page_number":25,"box":{"x":89,"y":690,"width":869,"height":13}},{"id":"ee52d32a-9aaf-4530-9d12-4e21d9c90f11","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":25,"box":{"x":88,"y":705,"width":867,"height":13}},{"id":"a91e1024-7f1f-4abe-8c61-81d5b5d7a9d8","block_type":"box","text":"business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the","page_number":25,"box":{"x":89,"y":720,"width":851,"height":13}},{"id":"63f1131e-34cd-4bc0-bd5b-c48143e58347","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":25,"box":{"x":89,"y":736,"width":395,"height":12}},{"id":"1cd62105-64de-4d71-95b7-c2bac37727d4","block_type":"box","text":"Future Developments.","page_number":25,"box":{"x":89,"y":762,"width":157,"height":12}},{"id":"067a4432-8943-4928-a853-657bb29d45ae","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":25,"box":{"x":255,"y":762,"width":683,"height":12}},{"id":"4d6cee95-ebe3-4849-83c7-10822de2f36f","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":25,"box":{"x":89,"y":777,"width":857,"height":12}},{"id":"44e4bef8-eb2c-4257-b74a-399599436de6","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":25,"box":{"x":89,"y":792,"width":437,"height":13}},{"id":"3a1031df-27d1-407e-86d3-d9d532c2415c","block_type":"box","text":"General Considerations and Risks","page_number":25,"box":{"x":90,"y":823,"width":559,"height":23}},{"id":"dbd26078-981e-4278-8e68-6dcaaa628b10","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":25,"box":{"x":88,"y":864,"width":815,"height":12}},{"id":"3f899548-0c83-46cd-b17e-70f5f60d8665","block_type":"box","text":"8","page_number":25,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"ad869185-4c68-44ef-ac35-b28150d7b6a5","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":26,"box":{"x":88,"y":44,"width":831,"height":12}},{"id":"d4120724-0b74-44d3-a4a2-2ad581df4805","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":26,"box":{"x":88,"y":59,"width":874,"height":12}},{"id":"925f7214-eb02-415d-bb42-fd30fb53b64a","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":26,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"e1514ad1-60a8-442e-9cc2-4b9a2f09a708","block_type":"box","text":"particular risk factor.","page_number":26,"box":{"x":89,"y":89,"width":142,"height":13}},{"id":"5ece0901-74c2-4350-997d-42e9dd477ee1","block_type":"box","text":"Borrowing Risk.","page_number":26,"box":{"x":89,"y":116,"width":112,"height":12}},{"id":"bd8242cc-61bd-4d94-985c-a223935873a9","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on the Fund’s portfolio.","page_number":26,"box":{"x":211,"y":116,"width":726,"height":12}},{"id":"e5a8be8b-bca6-419b-b285-6a9c5c9aa1bf","block_type":"box","text":"Borrowing will cause the Fund to incur interest expense and other fees. The costs of borrowing may reduce the Fund’s","page_number":26,"box":{"x":89,"y":131,"width":828,"height":12}},{"id":"bab49ac1-ea8d-41eb-a935-b1f05c38a2d6","block_type":"box","text":"return. Borrowing may cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its","page_number":26,"box":{"x":89,"y":146,"width":811,"height":12}},{"id":"bc71bfbb-897f-467a-b39c-4ef3a7ba1497","block_type":"box","text":"obligations.","page_number":26,"box":{"x":89,"y":161,"width":80,"height":12}},{"id":"a5fc838c-7769-4732-8e02-d5aa9b807ea9","block_type":"box","text":"Illiquid Investments Risk.","page_number":26,"box":{"x":89,"y":188,"width":178,"height":12}},{"id":"aa05cdfc-ff07-46df-8c10-bf7007239ed5","block_type":"box","text":"The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":26,"box":{"x":276,"y":188,"width":667,"height":12}},{"id":"b758a760-8ddd-409b-8cea-e0cb98740866","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that the","page_number":26,"box":{"x":88,"y":203,"width":871,"height":12}},{"id":"1e1be78f-e4de-420f-97f0-46471939de04","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":26,"box":{"x":89,"y":218,"width":859,"height":12}},{"id":"b126aec3-b700-4aaf-bfbf-6078e4db2289","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":26,"box":{"x":89,"y":233,"width":820,"height":12}},{"id":"ef6e5894-a680-408b-9488-06d5d0da4bde","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":26,"box":{"x":89,"y":248,"width":818,"height":12}},{"id":"8e235912-26ed-4b77-a2df-a74d4696478c","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and the Fund may not be","page_number":26,"box":{"x":89,"y":263,"width":871,"height":12}},{"id":"678176a8-9352-496a-acef-b223f0979335","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of the","page_number":26,"box":{"x":89,"y":278,"width":872,"height":13}},{"id":"eafd8108-5d34-4f4f-8619-2fb6b9190011","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":26,"box":{"x":89,"y":293,"width":790,"height":13}},{"id":"d2b15245-404d-47c7-9754-e2f0bf0115ea","block_type":"box","text":"Infectious Illness Risk.","page_number":26,"box":{"x":89,"y":320,"width":159,"height":10}},{"id":"a86d0b20-1b02-4970-8744-572a62204e03","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":26,"box":{"x":257,"y":320,"width":708,"height":12}},{"id":"68b5a42f-6c0b-407b-bf55-8c38985cfb44","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":26,"box":{"x":88,"y":335,"width":868,"height":12}},{"id":"a6990e6c-7549-4e59-b4c8-35ae16d1b403","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":26,"box":{"x":89,"y":350,"width":871,"height":12}},{"id":"e6361bc0-a8cf-4eb5-909e-e34c9be0c92d","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":26,"box":{"x":89,"y":365,"width":838,"height":12}},{"id":"12c57044-cdfc-4590-9bf1-c3ee7e4a5de7","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":26,"box":{"x":89,"y":380,"width":850,"height":13}},{"id":"a5255d30-7196-4986-bb70-18726ad17293","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":26,"box":{"x":89,"y":395,"width":865,"height":13}},{"id":"a745cd90-d6fc-4622-a76d-0637ff85c6b0","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":26,"box":{"x":89,"y":410,"width":863,"height":13}},{"id":"08abd744-924a-430f-8a43-3b0aa49d4e58","block_type":"box","text":"could be present for an extended period of time.","page_number":26,"box":{"x":89,"y":426,"width":337,"height":12}},{"id":"48750b90-94a2-4838-8f08-846060897c5e","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":26,"box":{"x":89,"y":452,"width":845,"height":12}},{"id":"a7279a24-a75a-469d-81cd-c0dc0c915e86","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":26,"box":{"x":88,"y":467,"width":857,"height":13}},{"id":"a02ac1f2-5f34-4e30-966b-931a589c6814","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":26,"box":{"x":89,"y":482,"width":861,"height":13}},{"id":"80e30fef-2b67-4b91-914e-19693dc56ca1","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":26,"box":{"x":89,"y":497,"width":853,"height":13}},{"id":"528ee187-3343-4a56-aade-bbdb189cdc2f","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":26,"box":{"x":89,"y":513,"width":832,"height":12}},{"id":"720e2ce8-0709-4c10-ac64-642701ec174f","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":26,"box":{"x":89,"y":528,"width":820,"height":12}},{"id":"093e7ff6-fcfc-44fe-a519-b0bd8bf57699","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":26,"box":{"x":89,"y":543,"width":845,"height":12}},{"id":"38a3def3-ca8c-48ae-8219-1fb36608de13","block_type":"box","text":"investments.","page_number":26,"box":{"x":89,"y":559,"width":87,"height":9}},{"id":"f5ef50ff-f6d3-4e27-a3a7-747a693322f4","block_type":"box","text":"Money Market Instruments Risk.","page_number":26,"box":{"x":89,"y":584,"width":234,"height":13}},{"id":"81a8c8d8-d600-499a-977a-7a25e76ffa65","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":26,"box":{"x":332,"y":584,"width":628,"height":13}},{"id":"723c5edd-fc51-4ca6-8125-9bf56a617ed7","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of the Fund’s assets is invested in money","page_number":26,"box":{"x":88,"y":599,"width":858,"height":13}},{"id":"465c2da2-7b08-4aa9-b67d-d587d2fcba7e","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":26,"box":{"x":89,"y":615,"width":835,"height":12}},{"id":"f786ee36-058b-42db-b254-0e5c85d2ef4f","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":26,"box":{"x":89,"y":630,"width":874,"height":12}},{"id":"9b32640d-ccf3-4278-97a0-bd73c9f83839","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":26,"box":{"x":89,"y":645,"width":879,"height":12}},{"id":"4fe14812-24c1-4682-9815-563667abc0e1","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":26,"box":{"x":88,"y":660,"width":709,"height":12}},{"id":"3ed21512-0717-4fc8-b514-72ec197cc98e","block_type":"box","text":"Operational and Technology Risks.","page_number":26,"box":{"x":89,"y":686,"width":250,"height":13}},{"id":"4847b89f-c1cd-4f8b-a749-8f92b2628c23","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":26,"box":{"x":348,"y":686,"width":593,"height":13}},{"id":"019dab15-5220-4d2f-bd48-d63ae89a3ff0","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":26,"box":{"x":89,"y":702,"width":874,"height":12}},{"id":"b36aa32e-3f95-4d8f-b00f-bc15f31f0dcd","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":26,"box":{"x":88,"y":717,"width":864,"height":12}},{"id":"2eb1dcf4-1439-4123-b0c4-a05dfc3c8fbd","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":26,"box":{"x":88,"y":732,"width":839,"height":12}},{"id":"935f7319-c4f9-45fe-9181-577338e1e4a0","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":26,"box":{"x":89,"y":747,"width":876,"height":12}},{"id":"47794d43-1710-4060-bdb0-452f7201e8cf","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":26,"box":{"x":88,"y":762,"width":853,"height":12}},{"id":"2f845998-d980-4346-be6f-f21a4eb5226d","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":26,"box":{"x":88,"y":777,"width":859,"height":12}},{"id":"c5048386-0307-4447-a15b-504b0b1574cc","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":26,"box":{"x":89,"y":792,"width":852,"height":13}},{"id":"4ae08319-937a-46a0-96f4-3b95f6afd9a4","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":26,"box":{"x":89,"y":807,"width":770,"height":13}},{"id":"2aae2797-88f5-455a-b959-909f7e9e7b46","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":26,"box":{"x":89,"y":834,"width":862,"height":12}},{"id":"036b847d-2727-4b8d-b755-39918d61537c","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":26,"box":{"x":88,"y":849,"width":816,"height":12}},{"id":"33e6de8e-6197-43cd-a7e4-14fe2f2f69fa","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":26,"box":{"x":89,"y":864,"width":808,"height":12}},{"id":"48ddf75e-604c-41b8-90ce-1ff60b45d4a4","block_type":"box","text":"9","page_number":26,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"b3fbda72-5014-4391-81d8-1e99419eb757","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":27,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"238e085c-14a3-4004-b6bb-b8ab5d44b2a8","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":27,"box":{"x":88,"y":59,"width":798,"height":12}},{"id":"572fd073-6d9a-4fa7-ade4-81dba4ae79b6","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":27,"box":{"x":89,"y":74,"width":815,"height":12}},{"id":"6cc90211-f242-410c-a2e0-8b72ceb90660","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":27,"box":{"x":89,"y":89,"width":831,"height":13}},{"id":"8bdea36a-9118-43aa-898d-729e4412f245","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":27,"box":{"x":89,"y":104,"width":874,"height":13}},{"id":"1436a2a8-d70f-47b2-92f3-d0f00463ca56","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":27,"box":{"x":89,"y":119,"width":876,"height":13}},{"id":"6e4c0c3e-f59f-4b78-95c0-483114a2a884","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":27,"box":{"x":89,"y":135,"width":857,"height":12}},{"id":"62231080-8a28-4813-9468-8c4c80d3879a","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":27,"box":{"x":89,"y":150,"width":864,"height":12}},{"id":"80969426-e074-43a2-99cf-577a259293dd","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":27,"box":{"x":89,"y":165,"width":871,"height":12}},{"id":"2dadb17c-ae3f-40d8-b72c-131417475de3","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":27,"box":{"x":89,"y":180,"width":850,"height":12}},{"id":"5942331b-2b54-47a4-97c5-61a138eae480","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":27,"box":{"x":89,"y":195,"width":821,"height":12}},{"id":"92367da7-b273-4630-a6ed-3ec7f038da04","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":27,"box":{"x":89,"y":210,"width":863,"height":13}},{"id":"caa80514-0088-4639-9ef3-caea652a2af0","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":27,"box":{"x":88,"y":225,"width":838,"height":13}},{"id":"8b534d5a-8a50-4d2a-b579-09775c02ee6c","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":27,"box":{"x":89,"y":240,"width":847,"height":13}},{"id":"d1401976-aa3f-49fa-8bd0-7c379a23195a","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":27,"box":{"x":88,"y":256,"width":875,"height":12}},{"id":"4bf23b45-e878-4c67-b75f-f5d2a10e932f","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":27,"box":{"x":89,"y":271,"width":798,"height":12}},{"id":"af47b5c4-39c7-476c-8ba4-eedb6c3019ab","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":27,"box":{"x":89,"y":286,"width":807,"height":12}},{"id":"59ae6b5b-b2a1-41a2-aca8-ce776c837756","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":27,"box":{"x":89,"y":301,"width":832,"height":12}},{"id":"fe25168d-966b-4425-bde7-8a5ef96bd61b","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":27,"box":{"x":88,"y":316,"width":877,"height":12}},{"id":"44f1790a-7039-4487-a665-215c1f0fd3ff","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":27,"box":{"x":89,"y":331,"width":380,"height":12}},{"id":"59681e55-6ca4-4958-a507-0690ec4ee9fa","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":27,"box":{"x":88,"y":358,"width":846,"height":12}},{"id":"e6dca70b-bd28-4fc2-bd89-5197aeaf992b","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":27,"box":{"x":89,"y":373,"width":872,"height":12}},{"id":"bf1da6d4-eeed-4323-9292-2cea5e2bd34c","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":27,"box":{"x":89,"y":388,"width":852,"height":12}},{"id":"d23d45bc-43d5-4a86-8c9a-7009b6982ccc","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":27,"box":{"x":89,"y":403,"width":837,"height":12}},{"id":"2bf01a13-bbbe-4ce7-bf88-1e9397dc6204","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":27,"box":{"x":89,"y":418,"width":828,"height":12}},{"id":"b8f52dec-e567-47da-a5ca-815822fa14ca","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":27,"box":{"x":89,"y":433,"width":861,"height":13}},{"id":"1df31799-ac58-46d3-8b4b-fefef022985c","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":27,"box":{"x":89,"y":448,"width":864,"height":13}},{"id":"707c294b-9f45-498c-b846-f7c5ce393e1b","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":27,"box":{"x":89,"y":463,"width":824,"height":13}},{"id":"68ffe2c1-51bf-454b-9f16-f9c68b089fde","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":27,"box":{"x":89,"y":479,"width":868,"height":12}},{"id":"0332f2bd-16fd-4205-9870-9090ce7012bd","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":27,"box":{"x":89,"y":494,"width":660,"height":12}},{"id":"59afda27-5244-4fca-a8cc-21172f574647","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":27,"box":{"x":89,"y":520,"width":858,"height":12}},{"id":"e5f0a4b7-8097-49fe-81f1-2459b8b68a79","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":27,"box":{"x":89,"y":535,"width":852,"height":13}},{"id":"76d5891c-0723-42cb-badd-c38b408a5efd","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":27,"box":{"x":89,"y":550,"width":806,"height":13}},{"id":"e00345dd-288d-43d0-b67a-0289d94d098f","block_type":"box","text":"implement required changes.","page_number":27,"box":{"x":89,"y":565,"width":204,"height":13}},{"id":"ca7e20d8-fe9e-4ed6-97d5-9f2f93e66e6d","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":27,"box":{"x":89,"y":592,"width":244,"height":12}},{"id":"eb00fc72-173a-4114-9896-a3a4a0af48a2","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":27,"box":{"x":342,"y":592,"width":597,"height":12}},{"id":"2d379bc6-da6f-403a-8de5-408dab3170ff","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":27,"box":{"x":89,"y":607,"width":839,"height":12}},{"id":"489501e7-3aef-4664-98e8-1c9e8ff933c4","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":27,"box":{"x":89,"y":622,"width":863,"height":12}},{"id":"3c89989f-071d-4ff0-b1de-7a9def75646d","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":27,"box":{"x":89,"y":637,"width":835,"height":13}},{"id":"bf269f90-5705-4957-a590-2c1ee2b4b52c","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":27,"box":{"x":89,"y":652,"width":869,"height":13}},{"id":"d554d3f8-874c-4133-8b8e-0263b641026b","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":27,"box":{"x":89,"y":668,"width":862,"height":12}},{"id":"e54dc520-3c0f-4e4b-8dbf-d13e82ff2bf4","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":27,"box":{"x":88,"y":683,"width":872,"height":12}},{"id":"de01c893-429b-4533-804a-d9bda041d719","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":27,"box":{"x":89,"y":698,"width":865,"height":12}},{"id":"b99d2269-259a-4a63-a63d-c2b06ab64e52","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":27,"box":{"x":89,"y":713,"width":565,"height":12}},{"id":"fccdecd2-faed-4c2e-91b9-3fa15d287a73","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":27,"box":{"x":89,"y":739,"width":842,"height":13}},{"id":"dd783dfc-200e-4640-93b0-984a2ad293ab","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":27,"box":{"x":89,"y":754,"width":877,"height":13}},{"id":"e5d41dc3-2897-4dd8-a569-e4d001587d5a","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":27,"box":{"x":89,"y":770,"width":836,"height":12}},{"id":"46617890-475f-41dd-9d19-ffd7fe727eca","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":27,"box":{"x":89,"y":785,"width":844,"height":12}},{"id":"f824885a-2f53-4082-a989-cb47e8263bb4","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":27,"box":{"x":89,"y":800,"width":823,"height":12}},{"id":"08b5504f-b2af-4c14-8bb9-ba0dabc05838","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":27,"box":{"x":89,"y":815,"width":820,"height":12}},{"id":"07ac7209-1f42-40f2-b0f5-3f96e7da2626","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":27,"box":{"x":89,"y":830,"width":853,"height":12}},{"id":"a7565d4d-7069-4b4e-80b1-b292dad02b5e","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":27,"box":{"x":89,"y":845,"width":813,"height":12}},{"id":"9c1c97cd-9887-4f62-8d4a-a4db1d789ea1","block_type":"box","text":"10","page_number":27,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"0ef2e6bd-3f4f-426a-9b33-68ee6fa54f3e","block_type":"box","text":"Risk of Derivatives.","page_number":28,"box":{"x":89,"y":44,"width":135,"height":10}},{"id":"a673255e-c0d0-45a0-bbb9-879edfee3a93","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":28,"box":{"x":233,"y":44,"width":701,"height":12}},{"id":"e7f63faa-3573-4865-955c-4443820d4d3f","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":28,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"27acffea-9446-4084-8e7a-599e018d0af1","block_type":"box","text":"such as the S&P 500","page_number":28,"box":{"x":89,"y":74,"width":142,"height":10}},{"id":"fc55fa26-d6b4-4dc2-a8d3-cfcc4042f512","block_type":"box","text":"®","page_number":28,"box":{"x":232,"y":72,"width":9,"height":7}},{"id":"aa69bd92-0291-4d94-945c-ec61ea788fed","block_type":"box","text":"or the prime lending rate). The Fund may invest in futures contracts, securities options and other","page_number":28,"box":{"x":247,"y":74,"width":678,"height":12}},{"id":"ff06cf33-73cb-43da-84c3-e0218505afa7","block_type":"box","text":"derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in","page_number":28,"box":{"x":89,"y":89,"width":874,"height":13}},{"id":"713e8adb-fcca-4995-8c56-5260b3b507fd","block_type":"box","text":"market prices and thus the Fund’s losses may be greater if it invests in derivatives than if it invests only in conventional","page_number":28,"box":{"x":89,"y":104,"width":828,"height":13}},{"id":"d8f8390a-694b-41db-97cc-da55a10f68a2","block_type":"box","text":"securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not","page_number":28,"box":{"x":89,"y":119,"width":852,"height":13}},{"id":"db240db2-ecef-428d-b13a-759a06fe7524","block_type":"box","text":"fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":28,"box":{"x":88,"y":135,"width":616,"height":12}},{"id":"50335bb0-af92-4460-9735-3642f2ca67a0","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":28,"box":{"x":88,"y":161,"width":869,"height":12}},{"id":"431de0a7-5b64-4878-a4ad-397db8df3396","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":28,"box":{"x":89,"y":176,"width":857,"height":13}},{"id":"67a0cfe3-7447-453d-b170-d7def0e77d5e","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":28,"box":{"x":89,"y":191,"width":852,"height":13}},{"id":"f0fd93dc-af76-4ebb-9ed6-278ac4923191","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":28,"box":{"x":89,"y":206,"width":872,"height":13}},{"id":"6cefce58-f063-4a59-93dd-6fd979b8070b","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":28,"box":{"x":88,"y":222,"width":848,"height":12}},{"id":"8622692a-405b-4629-9b9b-049a70a773bc","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":28,"box":{"x":89,"y":237,"width":557,"height":12}},{"id":"3ad4cb93-6a0a-44dc-88e2-8feeaa1ff264","block_type":"box","text":"Risk of Equity Securities.","page_number":28,"box":{"x":89,"y":263,"width":176,"height":12}},{"id":"8aaca4bc-c465-49b4-907f-7d5f558bd512","block_type":"box","text":"An investment in the Fund should be made with an understanding of the risks inherent in an","page_number":28,"box":{"x":274,"y":263,"width":647,"height":12}},{"id":"64d8d281-4e98-4f52-9e21-9f151d05608e","block_type":"box","text":"investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the","page_number":28,"box":{"x":89,"y":278,"width":843,"height":13}},{"id":"b487c7e5-23d8-4c0d-8fd4-b81a56e20465","block_type":"box","text":"general condition of stock markets may deteriorate (either of which may cause a decrease in the value of the portfolio","page_number":28,"box":{"x":89,"y":293,"width":825,"height":13}},{"id":"867597ad-18fa-4ebe-8c94-b6111585177e","block_type":"box","text":"securities and thus in the value of shares of the Fund). Common stocks are susceptible to general stock market fluctuations","page_number":28,"box":{"x":89,"y":308,"width":865,"height":13}},{"id":"3a96a3aa-37bc-4118-851e-5f70b9b5a8a1","block_type":"box","text":"and to increases and decreases in value as market confidence and perceptions of their issuers change. These investor","page_number":28,"box":{"x":89,"y":324,"width":822,"height":12}},{"id":"3622fc9c-908a-4a46-9e87-3ba5bfd70b02","block_type":"box","text":"perceptions are based on various and unpredictable factors, including expectations regarding government, economic,","page_number":28,"box":{"x":89,"y":339,"width":823,"height":12}},{"id":"4ef5adde-7f0b-4439-8cad-778ec16c2844","block_type":"box","text":"monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,","page_number":28,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"1d003350-bec7-4115-b110-441b291c0961","block_type":"box","text":"economic or banking crises. Common stocks may experience extreme price volatility due to actions taken by particular","page_number":28,"box":{"x":89,"y":369,"width":831,"height":12}},{"id":"a51c873f-eff5-4954-aeef-a3476568006e","block_type":"box","text":"investors or groups of investors (for example, retail investors influenced by social media activity or other media coverage or","page_number":28,"box":{"x":89,"y":384,"width":861,"height":12}},{"id":"13710c2b-b883-4445-b631-c5545f19f84e","block_type":"box","text":"significant “short” positions taken by institutional investors).","page_number":28,"box":{"x":89,"y":399,"width":422,"height":13}},{"id":"cdb06604-eb91-4cc7-9764-88bd3aa0b60e","block_type":"box","text":"Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common","page_number":28,"box":{"x":89,"y":426,"width":812,"height":12}},{"id":"9bc83048-c099-4f6e-a3d0-f411efd9b92b","block_type":"box","text":"stockholders generally have rights to receive payments from stock issuers that are inferior to the rights of creditors, or","page_number":28,"box":{"x":89,"y":441,"width":825,"height":12}},{"id":"dc9ae9e6-39d9-4e09-a495-46938fed9031","block_type":"box","text":"holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount","page_number":28,"box":{"x":89,"y":456,"width":871,"height":12}},{"id":"2d490125-ccbe-45ae-90c0-13a7f0506f23","block_type":"box","text":"payable at maturity (the value of which, however, is subject to market fluctuations prior to maturity), or preferred stocks,","page_number":28,"box":{"x":89,"y":471,"width":843,"height":12}},{"id":"b9ef1500-62cc-4449-a84b-02006c180108","block_type":"box","text":"which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions,","page_number":28,"box":{"x":88,"y":486,"width":834,"height":12}},{"id":"92b9974b-810d-48e3-91bf-7480b3feca10","block_type":"box","text":"common stocks have neither a fixed principal amount nor a maturity date. In addition, issuers may, in times of distress or at","page_number":28,"box":{"x":89,"y":501,"width":865,"height":13}},{"id":"9e0d2c17-bcd4-47cf-bc97-f2f97e97627b","block_type":"box","text":"their own discretion, decide to reduce or eliminate dividends, which may also cause their stock price to decline.","page_number":28,"box":{"x":88,"y":516,"width":779,"height":13}},{"id":"c613019c-1bff-4d02-9c86-0faa0b81c6dc","block_type":"box","text":"Although most of the securities in the Underlying Index are listed on a securities exchange, the principal trading market for","page_number":28,"box":{"x":88,"y":543,"width":860,"height":12}},{"id":"a7383690-c2ff-4bdc-b209-6f7ed78d7f74","block_type":"box","text":"some of the securities may be in the OTC market. The existence of a liquid trading market for certain securities may depend","page_number":28,"box":{"x":89,"y":558,"width":864,"height":12}},{"id":"879408b2-5954-4b26-9e1f-92abe04c53e7","block_type":"box","text":"on whether dealers will make a market in such securities. There can be no assurance that a market will be made or","page_number":28,"box":{"x":89,"y":573,"width":803,"height":10}},{"id":"f49c2d5a-9602-4f47-afb3-3f583490b3f6","block_type":"box","text":"maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of the","page_number":28,"box":{"x":89,"y":588,"width":854,"height":12}},{"id":"04b02681-20fa-4b47-a992-616cefb41c25","block_type":"box","text":"Fund’s shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if","page_number":28,"box":{"x":89,"y":603,"width":824,"height":13}},{"id":"9c94cb00-cfa1-4e75-9a3f-a399831eb4fd","block_type":"box","text":"bid/ask spreads are wide.","page_number":28,"box":{"x":89,"y":618,"width":178,"height":13}},{"id":"ce09415e-96f6-4f55-a700-fe2fed9c6002","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":28,"box":{"x":89,"y":645,"width":381,"height":12}},{"id":"67e5d500-f8f4-4678-a5dd-d247abb1208b","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":28,"box":{"x":479,"y":645,"width":434,"height":12}},{"id":"2f6d8259-5c91-487a-852c-372ec1b46407","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":28,"box":{"x":89,"y":660,"width":858,"height":12}},{"id":"de22a570-a227-4fde-a53c-588711e8b287","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":28,"box":{"x":89,"y":675,"width":818,"height":12}},{"id":"477b2ddf-859e-4a09-b6c2-53b388f9fc26","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":28,"box":{"x":89,"y":690,"width":820,"height":13}},{"id":"75a75b65-2870-454f-bf40-a2f436814b3a","block_type":"box","text":"contract at a specified time. Futures contracts, by definition, project price levels in the future and not current levels of","page_number":28,"box":{"x":89,"y":705,"width":820,"height":13}},{"id":"94bbcc4f-a993-4a50-ace1-21fa2f375d03","block_type":"box","text":"valuation; therefore, market circumstances may result in a discrepancy between the price of the future and the movement in","page_number":28,"box":{"x":88,"y":720,"width":870,"height":13}},{"id":"0a9c12ef-0360-434e-8d15-ba1aea99ff0a","block_type":"box","text":"the Fund’s Underlying Index. In the event of adverse price movements, the Fund would continue to be required to make daily","page_number":28,"box":{"x":88,"y":736,"width":875,"height":12}},{"id":"7ebba258-0bf2-494a-b5c7-f80857134caf","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":28,"box":{"x":89,"y":751,"width":821,"height":12}},{"id":"5057c5b8-455d-41f7-8c8b-637a22dc863a","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, the","page_number":28,"box":{"x":89,"y":766,"width":852,"height":12}},{"id":"93c67264-0e36-4fb6-b6dc-fe692db54294","block_type":"box","text":"Fund may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":28,"box":{"x":89,"y":781,"width":646,"height":12}},{"id":"16802c03-350a-45db-b7ea-03cb675000f0","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":28,"box":{"x":88,"y":807,"width":623,"height":13}},{"id":"5958a1bd-212a-48e3-820e-83f986e24591","block_type":"box","text":"e.g.","page_number":28,"box":{"x":713,"y":810,"width":22,"height":10}},{"id":"8a4d062f-abe5-4708-954a-406ef6f9036c","block_type":"box","text":", selling uncovered stock index","page_number":28,"box":{"x":738,"y":807,"width":214,"height":13}},{"id":"f260d64c-d00a-4d42-94af-3d00ef513724","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":28,"box":{"x":88,"y":822,"width":865,"height":13}},{"id":"7854db22-0d5c-4c80-9867-0638e09290cf","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":28,"box":{"x":89,"y":838,"width":851,"height":12}},{"id":"8a629203-0de6-4408-bceb-83e6a0a7d4f3","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":28,"box":{"x":89,"y":853,"width":842,"height":12}},{"id":"fa0354e6-9335-411d-af9e-52a50295fc58","block_type":"box","text":"11","page_number":28,"box":{"x":522,"y":894,"width":11,"height":9}},{"id":"58716972-1544-49ca-913a-11b6ea465a66","block_type":"box","text":"relative to the size of a required margin deposit. The Fund, however, intends to utilize futures and options contracts in a","page_number":29,"box":{"x":89,"y":44,"width":832,"height":12}},{"id":"17ea2e28-7a1c-4352-9731-325aef226726","block_type":"box","text":"manner designed to limit the risk exposure to levels comparable to a direct investment in the types of stocks in which it","page_number":29,"box":{"x":89,"y":59,"width":835,"height":12}},{"id":"a26a31e2-bf01-4d06-8ce5-8a586641f468","block_type":"box","text":"invests.","page_number":29,"box":{"x":89,"y":75,"width":50,"height":9}},{"id":"5d411322-bdcb-47f1-a20f-0e827f5cf061","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of imperfect or even negative correlation to the","page_number":29,"box":{"x":89,"y":101,"width":842,"height":12}},{"id":"28f77007-24b4-4744-b3d5-4ca6c273737e","block_type":"box","text":"Underlying Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss of","page_number":29,"box":{"x":89,"y":116,"width":879,"height":12}},{"id":"231cc0f0-7498-41fa-bbf8-6edd2e0e9c9a","block_type":"box","text":"margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures contract or","page_number":29,"box":{"x":89,"y":131,"width":862,"height":12}},{"id":"05ceede6-f064-45a1-8c4e-f57c4902f93c","block_type":"box","text":"option. The purchase of put or call options will be based upon predictions by BFA as to anticipated trends, which predictions","page_number":29,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"6ffe3662-d8bb-44b0-af1f-306fc19c1f65","block_type":"box","text":"could prove to be incorrect.","page_number":29,"box":{"x":89,"y":161,"width":191,"height":12}},{"id":"7ade922e-3788-44b8-8ab0-2a70be8c0e13","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":29,"box":{"x":89,"y":188,"width":809,"height":12}},{"id":"ceda1400-c252-492b-a426-cd77ecabfd22","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":29,"box":{"x":89,"y":203,"width":845,"height":12}},{"id":"6eee5cd0-3f94-41b7-844a-a1acc6f6f4e8","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":29,"box":{"x":88,"y":218,"width":864,"height":12}},{"id":"70230a71-0bdb-4d33-9a0b-1c9464d65a26","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":29,"box":{"x":89,"y":233,"width":816,"height":12}},{"id":"5e3b5d10-f418-4cb4-b22e-04ae2c05cc02","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":29,"box":{"x":89,"y":248,"width":859,"height":12}},{"id":"af3078e1-1b0d-412a-8192-697fc653b08f","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":29,"box":{"x":89,"y":263,"width":839,"height":12}},{"id":"53982e11-dbe6-456f-b37f-0e5ea4304b46","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":29,"box":{"x":89,"y":278,"width":869,"height":13}},{"id":"4e7da704-c079-40b2-9deb-fe5bd6eced41","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":29,"box":{"x":88,"y":293,"width":870,"height":13}},{"id":"d9cbe086-d8e4-468d-a52d-a3180837476c","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":29,"box":{"x":89,"y":308,"width":406,"height":13}},{"id":"9f0cff5e-72ac-4480-b5f7-b7951894b733","block_type":"box","text":"Risk of Investing in Non-U.S. Equity Securities.","page_number":29,"box":{"x":89,"y":335,"width":332,"height":12}},{"id":"7ae1843f-0809-4bad-a06f-7a24a2a20917","block_type":"box","text":"An investment in the Fund involves risks similar to those of investing in","page_number":29,"box":{"x":430,"y":335,"width":495,"height":12}},{"id":"479e049b-2ec2-4384-a278-20e63e8edfaf","block_type":"box","text":"portfolios of equity securities traded on non-U.S. exchanges. These risks include market fluctuations caused by such factors","page_number":29,"box":{"x":89,"y":350,"width":866,"height":12}},{"id":"a4dc8967-3fd5-46d4-9a0a-8ca51f7ca488","block_type":"box","text":"as economic and political developments in those foreign countries, changes in interest rates and perceived trends in stock","page_number":29,"box":{"x":89,"y":365,"width":854,"height":12}},{"id":"0957157c-af0b-4b08-9a78-09d10ce844a9","block_type":"box","text":"prices. Investing in securities issued by issuers domiciled in countries other than the domicile of the investor and","page_number":29,"box":{"x":89,"y":380,"width":785,"height":13}},{"id":"159bef9f-78b9-482e-ab2c-9447d2451674","block_type":"box","text":"denominated in currencies other than an investor’s local currency entails certain considerations and risks not typically","page_number":29,"box":{"x":89,"y":395,"width":826,"height":13}},{"id":"3f881c6f-29fe-4d38-825f-68ec1f4399e7","block_type":"box","text":"encountered by the investor in making investments in its home country and in that country’s currency. These considerations","page_number":29,"box":{"x":89,"y":410,"width":870,"height":13}},{"id":"512f097f-38fe-4118-af60-4619c75991fd","block_type":"box","text":"include favorable or unfavorable changes in interest rates, currency exchange rates, exchange control regulations and the","page_number":29,"box":{"x":89,"y":426,"width":849,"height":12}},{"id":"22dcd92e-3254-4e59-bc03-5ca8e1b323bf","block_type":"box","text":"costs that may be incurred in connection with conversions between various currencies. Investing in the Fund also involves","page_number":29,"box":{"x":89,"y":441,"width":853,"height":12}},{"id":"3052f072-575a-48ea-bdf9-2e13300446a7","block_type":"box","text":"certain risks and considerations not typically associated with investing in a fund whose portfolio contains exclusively","page_number":29,"box":{"x":89,"y":456,"width":816,"height":12}},{"id":"2b3d48bb-a027-46b1-acf0-d4705c9a61e4","block_type":"box","text":"securities of U.S. issuers. These risks include generally less liquid and less efficient securities markets; generally greater price","page_number":29,"box":{"x":89,"y":471,"width":867,"height":12}},{"id":"fe310cf0-601f-4857-9044-b9e6c79e1ea9","block_type":"box","text":"volatility; less publicly available information about issuers; the imposition of withholding or other taxes; the imposition of","page_number":29,"box":{"x":88,"y":486,"width":847,"height":12}},{"id":"dd5d3121-3a3b-4cd8-9b4f-d58812bfed44","block_type":"box","text":"restrictions on the expatriation of funds or other assets of the Fund; higher transaction and custody costs; delays and risks","page_number":29,"box":{"x":89,"y":501,"width":857,"height":13}},{"id":"4553d502-759d-4ffc-8cac-e1ab82463184","block_type":"box","text":"attendant in settlement procedures; difficulties in enforcing contractual obligations; lower liquidity and significantly smaller","page_number":29,"box":{"x":89,"y":516,"width":861,"height":13}},{"id":"9b2c91d6-9cd4-4ed8-bbe3-1b00e9013db3","block_type":"box","text":"market capitalization; different accounting and disclosure standards; lower levels of regulation of the securities markets; more","page_number":29,"box":{"x":89,"y":531,"width":879,"height":13}},{"id":"e73ad2e5-d50b-4d44-b50b-9eb6a92ae779","block_type":"box","text":"substantial government interference with the economy and businesses; higher rates of inflation; greater social, economic,","page_number":29,"box":{"x":89,"y":547,"width":850,"height":12}},{"id":"f5a1db66-b545-4085-807e-3b79998f4829","block_type":"box","text":"and political uncertainty; the risk of nationalization or expropriation of assets; and the risk of war.","page_number":29,"box":{"x":89,"y":562,"width":678,"height":12}},{"id":"e4bd1b70-1121-4947-adf6-c62b570cbfd3","block_type":"box","text":"Risk of Swap Agreements.","page_number":29,"box":{"x":89,"y":588,"width":187,"height":12}},{"id":"fd5a8183-1b28-4dc3-87fb-402b99a41d44","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that the","page_number":29,"box":{"x":284,"y":588,"width":680,"height":12}},{"id":"ca41d8d3-690c-4b8c-a769-5a9ba37e7d8e","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":29,"box":{"x":89,"y":603,"width":863,"height":13}},{"id":"e12e34f2-9f23-4b3f-9fe5-905d066651be","block_type":"box","text":"its obligations. If such a default occurs, the Fund will have contractual remedies pursuant to the agreements related to the","page_number":29,"box":{"x":89,"y":618,"width":854,"height":13}},{"id":"52e104b0-1c7f-4007-83de-195dda9b1874","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights","page_number":29,"box":{"x":88,"y":633,"width":873,"height":13}},{"id":"e996b142-fff8-418c-8444-cd0b0528d0d7","block_type":"box","text":"as a creditor (","page_number":29,"box":{"x":89,"y":649,"width":95,"height":12}},{"id":"af5f7b1a-a8f9-46fa-8d94-192ca7d334c5","block_type":"box","text":"e.g.","page_number":29,"box":{"x":185,"y":652,"width":23,"height":9}},{"id":"102f4370-8883-4380-a058-df6b6464ae0e","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":29,"box":{"x":210,"y":649,"width":684,"height":12}},{"id":"cf77e728-f658-4027-8339-e1aceba589c7","block_type":"box","text":"The Fund is required to post and collect variation margin and initial margin (comprised of specified liquid securities subject","page_number":29,"box":{"x":88,"y":675,"width":862,"height":12}},{"id":"84868b14-584e-4586-85e7-15c5338eb198","block_type":"box","text":"to haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for the Fund’s investment in","page_number":29,"box":{"x":88,"y":690,"width":858,"height":13}},{"id":"db8eff6c-5cc2-4723-a472-608fff8f5828","block_type":"box","text":"swaps.","page_number":29,"box":{"x":89,"y":708,"width":46,"height":10}},{"id":"ef602318-6a51-4983-bbdc-a8a66a224803","block_type":"box","text":"Tracking Error Risk.","page_number":29,"box":{"x":88,"y":732,"width":141,"height":12}},{"id":"aeb97eb7-04f7-492c-9407-519f1e50e138","block_type":"box","text":"The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that","page_number":29,"box":{"x":238,"y":732,"width":728,"height":12}},{"id":"36241108-57e0-4bfa-ba50-fa8530677b8a","block_type":"box","text":"of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held","page_number":29,"box":{"x":89,"y":747,"width":866,"height":12}},{"id":"1d28c6ba-1fd9-4554-85ad-148721f27d75","block_type":"box","text":"in the Fund’s portfolio and those included in the Underlying Index, pricing differences, transaction costs incurred by the Fund,","page_number":29,"box":{"x":89,"y":762,"width":877,"height":12}},{"id":"18769962-8bf6-4083-9e12-eb05d7444439","block_type":"box","text":"the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest received","page_number":29,"box":{"x":88,"y":777,"width":878,"height":12}},{"id":"2d8829f2-7c5b-4578-b914-3e1da77e2e3a","block_type":"box","text":"by the Fund or distributions paid to the Fund’s shareholders, the requirements to maintain pass-through tax treatment,","page_number":29,"box":{"x":89,"y":792,"width":833,"height":13}},{"id":"717fde6c-41a7-4db4-a64a-73a659f69d98","block_type":"box","text":"portfolio transactions carried out to minimize the distribution of capital gains to shareholders, acceptance of custom baskets,","page_number":29,"box":{"x":89,"y":807,"width":876,"height":13}},{"id":"a9db5e46-a50b-45fd-bc49-d9fe12c3d8da","block_type":"box","text":"changes to the Underlying Index or the costs to the Fund of complying with various new or existing regulatory requirements.","page_number":29,"box":{"x":89,"y":822,"width":874,"height":13}},{"id":"25d06996-40c5-4452-b1e7-b155ba120338","block_type":"box","text":"12","page_number":29,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"bb0d8184-d4a0-4a0c-b14d-12e12a70d513","block_type":"box","text":"This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error","page_number":30,"box":{"x":88,"y":44,"width":856,"height":12}},{"id":"5080a94a-502e-4573-8b32-0df230385aa3","block_type":"box","text":"also may result because the Fund incurs fees and expenses, while the Underlying Index does not. Tracking error may occur","page_number":30,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"4c1f67c1-c187-4bed-a896-cdf45edfe2b3","block_type":"box","text":"due to differences between the methodologies used in calculating the value of the Underlying Index and determining the","page_number":30,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"b65e7b01-5bb4-4ca4-b329-5b93d90e4aa8","block_type":"box","text":"Fund’s NAV.","page_number":30,"box":{"x":89,"y":89,"width":82,"height":10}},{"id":"a67dbb46-34d4-49b1-9ce6-381d41bfb072","block_type":"box","text":"When an issuer is introduced by an index provider into an index tracked by a Fund, BFA may conduct an analysis on such","page_number":30,"box":{"x":88,"y":116,"width":846,"height":12}},{"id":"c92db19a-84fd-4b4e-a83e-c22d971ab412","block_type":"box","text":"issuer’s securities to identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not","page_number":30,"box":{"x":89,"y":131,"width":853,"height":12}},{"id":"acfc2064-aa8f-4a37-96e6-c9cb9cdd2a8e","block_type":"box","text":"appear to be supported by publicly available information on the business and assets of the issuer, unusual or significant short","page_number":30,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"60e488e0-672f-4d21-89a6-b920fc723bff","block_type":"box","text":"interest or lending activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be","page_number":30,"box":{"x":89,"y":161,"width":818,"height":12}},{"id":"5f8bc99e-0b2f-4fac-824a-981935b287b1","block_type":"box","text":"indicators of possible irregularities, miscalculations or even fraud). If it identifies such behavior, BFA may, where appropriate,","page_number":30,"box":{"x":89,"y":176,"width":867,"height":13}},{"id":"0c2d29a9-caa9-43c1-9340-488fe8e4bead","block_type":"box","text":"alert the index provider as to the alleged issue. The index provider has sole discretion for the determination as to whether to","page_number":30,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"a1d8ebde-f45e-4146-bbb6-1cf18220fc50","block_type":"box","text":"continue to include the issuer’s securities in the rebalancing of its index. If the securities continue to be included in the index,","page_number":30,"box":{"x":89,"y":206,"width":873,"height":13}},{"id":"0f15717e-40d0-4a32-b174-5f4d32a9811f","block_type":"box","text":"BFA may underweight or exclude such securities from a Fund’s portfolio and, if it does so, such Fund will be subject to","page_number":30,"box":{"x":89,"y":222,"width":826,"height":12}},{"id":"2259b35a-7718-418d-82b8-4f44da1dcedb","block_type":"box","text":"increased tracking error due to the divergence in the securities included in its portfolio from its underlying index. The","page_number":30,"box":{"x":89,"y":237,"width":817,"height":12}},{"id":"0290a48e-b839-4a43-9072-1bbfcdc9b267","block_type":"box","text":"application of the abovementioned analysis and screening to a Fund and its Underlying Index is in the sole discretion of BFA","page_number":30,"box":{"x":89,"y":252,"width":866,"height":12}},{"id":"e8c82b35-d4ac-4998-94f2-2cbec95067fe","block_type":"box","text":"and its affiliates (without any guarantees). The analysis and screening may not exclude any or all high risk securities from an","page_number":30,"box":{"x":89,"y":267,"width":869,"height":12}},{"id":"694c89c7-d7a0-4388-99e2-815bbaee24ca","block_type":"box","text":"Underlying Index or a Fund’s portfolio, and the inclusion of such securities will result in an adverse impact to the Fund’s net","page_number":30,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"d4df596e-36fc-4474-9dd5-d5b0dfe36390","block_type":"box","text":"asset value if one or more such securities declines in value.","page_number":30,"box":{"x":89,"y":297,"width":410,"height":10}},{"id":"ecc4b3c2-00fa-4434-9ffd-4ab72f54ed2f","block_type":"box","text":"Risk of Investing in Asia.","page_number":30,"box":{"x":89,"y":324,"width":175,"height":12}},{"id":"e46e144d-1599-46a1-bff2-dabad9764b04","block_type":"box","text":"Investments in securities of issuers in certain Asian countries involve risks not typically associated","page_number":30,"box":{"x":278,"y":324,"width":682,"height":12}},{"id":"1c78d04f-fcfb-46b6-9e6f-49b917c19092","block_type":"box","text":"with investments in securities of issuers in other regions. Such heightened risks include, among others, expropriation and/or","page_number":30,"box":{"x":88,"y":339,"width":874,"height":12}},{"id":"be1868e0-94e9-46d7-b231-158d275d0636","block_type":"box","text":"nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of","page_number":30,"box":{"x":89,"y":354,"width":873,"height":12}},{"id":"8fe1c22e-9758-4f1f-9032-509ea0f127b1","block_type":"box","text":"data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision","page_number":30,"box":{"x":89,"y":369,"width":870,"height":12}},{"id":"b67b0e6c-6320-44eb-ac42-fb97a2056315","block_type":"box","text":"making, armed conflict and social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian","page_number":30,"box":{"x":89,"y":384,"width":837,"height":12}},{"id":"f6f30a64-1252-4672-b01d-82ae2c4cd304","block_type":"box","text":"economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance","page_number":30,"box":{"x":89,"y":399,"width":867,"height":13}},{"id":"fdf25cb5-0df6-434a-8b52-8d59771c1506","block_type":"box","text":"that these rates of economic growth and industrialization will be maintained.","page_number":30,"box":{"x":88,"y":414,"width":538,"height":13}},{"id":"52eacf74-d970-4ae5-bd06-02011e4c12a1","block_type":"box","text":"Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability.","page_number":30,"box":{"x":89,"y":441,"width":852,"height":12}},{"id":"9beb0ca5-4094-4b26-a4a8-81ef1eae6096","block_type":"box","text":"These countries have faced political and military unrest, and further unrest could present a risk to their local economies and","page_number":30,"box":{"x":88,"y":456,"width":867,"height":12}},{"id":"fd6f568d-78d7-4e24-8997-a886301f2fb4","block_type":"box","text":"securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively","page_number":30,"box":{"x":89,"y":471,"width":821,"height":12}},{"id":"e5524092-160d-4878-9a5c-a6e449e44361","block_type":"box","text":"impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions","page_number":30,"box":{"x":89,"y":486,"width":855,"height":12}},{"id":"4212cca0-539b-4d52-8542-51a256f3d01d","block_type":"box","text":"between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of","page_number":30,"box":{"x":89,"y":501,"width":825,"height":13}},{"id":"6bedfe33-d297-4a43-9ee2-66dfc31d2088","block_type":"box","text":"hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on","page_number":30,"box":{"x":89,"y":516,"width":854,"height":12}},{"id":"5e0453c8-383c-49fe-a3e0-c1cf41e03822","block_type":"box","text":"the entire Asian region. Certain Asian countries have also developed increasingly strained relationships with the U.S., and if","page_number":30,"box":{"x":88,"y":531,"width":860,"height":13}},{"id":"87a8c832-f5fb-490e-b320-836266b80877","block_type":"box","text":"these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. Political, religious, and","page_number":30,"box":{"x":88,"y":547,"width":875,"height":12}},{"id":"ea073fbc-4d47-4407-a4cf-2314b1d8529c","block_type":"box","text":"border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities","page_number":30,"box":{"x":89,"y":562,"width":847,"height":12}},{"id":"58a8f428-8b4d-4456-bc68-58c9cc64d2d4","block_type":"box","text":"with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect","page_number":30,"box":{"x":88,"y":577,"width":880,"height":12}},{"id":"81395dce-804c-4f66-aefc-621a9844ff2f","block_type":"box","text":"the performance of investments in this region.","page_number":30,"box":{"x":88,"y":592,"width":323,"height":12}},{"id":"764be864-30cc-40b5-9ba3-36249e8a08a0","block_type":"box","text":"Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their","page_number":30,"box":{"x":89,"y":618,"width":822,"height":13}},{"id":"b4c7264c-8a2b-47bc-8caf-bb05352acad5","block_type":"box","text":"respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their","page_number":30,"box":{"x":89,"y":633,"width":873,"height":13}},{"id":"c7761406-5503-49bf-b5f4-5df9f73d3de8","block_type":"box","text":"respective countries and may own or control many companies. Future government actions could have a significant effect on","page_number":30,"box":{"x":89,"y":649,"width":868,"height":12}},{"id":"ed4bfa83-f453-476e-b860-83adcbaacb90","block_type":"box","text":"the economic conditions in this region, which in turn could have a negative impact on private sector companies. There is also","page_number":30,"box":{"x":88,"y":664,"width":878,"height":12}},{"id":"96999ed9-a11a-4606-b468-fc2ee81826f4","block_type":"box","text":"the possibility of diplomatic developments adversely affecting investments in the region.","page_number":30,"box":{"x":88,"y":679,"width":617,"height":12}},{"id":"716c155d-9e86-40fa-9571-851acb1eca26","block_type":"box","text":"Corruption and the perceived lack of a rule of law in dealings with international companies in certain Asian countries may","page_number":30,"box":{"x":89,"y":705,"width":851,"height":13}},{"id":"a6d7f9e8-1ee7-4c1b-8fdc-e49a3eefeba7","block_type":"box","text":"discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In","page_number":30,"box":{"x":89,"y":720,"width":838,"height":13}},{"id":"96c7258e-1158-4175-8a00-427db77c8863","block_type":"box","text":"addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking","page_number":30,"box":{"x":89,"y":736,"width":830,"height":12}},{"id":"6758d4c8-68a8-4731-8bd3-f6df17f1221c","block_type":"box","text":"sectors.","page_number":30,"box":{"x":89,"y":752,"width":53,"height":8}},{"id":"e708560b-1033-4afa-b8d5-f751e6c90359","block_type":"box","text":"Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly,","page_number":30,"box":{"x":88,"y":777,"width":852,"height":12}},{"id":"29d8009e-0816-4103-8cec-3b55d9666823","block_type":"box","text":"they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand","page_number":30,"box":{"x":88,"y":792,"width":867,"height":13}},{"id":"e55efdc2-8e6f-4967-8a88-3ebbbe02672d","block_type":"box","text":"for these products. The market for securities in this region may also be directly influenced by the flow of international capital,","page_number":30,"box":{"x":88,"y":807,"width":875,"height":13}},{"id":"cd51c186-0a60-471b-a1c1-257b8d5fcef4","block_type":"box","text":"and by the economic and market conditions of neighboring countries. China is a key trading partner of many Asian countries","page_number":30,"box":{"x":89,"y":822,"width":874,"height":13}},{"id":"fb06c972-ad52-4c23-a9a4-145de24405fb","block_type":"box","text":"and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Adverse","page_number":30,"box":{"x":89,"y":838,"width":874,"height":12}},{"id":"64303f66-7f9d-42e3-adcc-14dfa200448c","block_type":"box","text":"13","page_number":30,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"37c2afdf-7574-42e7-9ab1-e9cf97072c6b","block_type":"box","text":"economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in","page_number":31,"box":{"x":89,"y":44,"width":867,"height":12}},{"id":"664f3bf5-bdd4-4b45-837c-eacdf66824d9","block_type":"box","text":"the region as a whole, which may adversely impact the market value of the securities issued by companies in the region.","page_number":31,"box":{"x":88,"y":59,"width":840,"height":12}},{"id":"ec13e09e-b617-4bcc-8377-adc7d85caf4a","block_type":"box","text":"Risk of Investing in Australasia.","page_number":31,"box":{"x":89,"y":85,"width":224,"height":13}},{"id":"c62f2c2e-ec04-4120-bb50-d776c3afbf80","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":31,"box":{"x":322,"y":85,"width":637,"height":13}},{"id":"5691b0d5-e48a-468f-8bac-a11d4d2871a8","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":31,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"46968d11-f6e1-43e7-9ead-bba33e3d9cd6","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":31,"box":{"x":89,"y":116,"width":805,"height":12}},{"id":"2c001b48-2ab3-475c-bb4b-d25e4ee80fae","block_type":"box","text":"industries. Australia and New Zealand are located in a part of the world that has historically been prone to natural disasters,","page_number":31,"box":{"x":89,"y":131,"width":863,"height":12}},{"id":"fadfcacc-e468-4e8c-86d6-9cf5daa70913","block_type":"box","text":"such as drought and flooding. Any such event in the future could have a significant adverse impact on the economies of","page_number":31,"box":{"x":89,"y":146,"width":841,"height":12}},{"id":"428f8f82-306d-422b-a8ff-3bcfb1bfb554","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by the Fund. The economies of Australia and New Zealand","page_number":31,"box":{"x":88,"y":161,"width":867,"height":12}},{"id":"6af05a36-5b66-484d-aae7-889f1643b11b","block_type":"box","text":"are dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or","page_number":31,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"928d9760-8e00-44b9-ba6d-bc2245663ebf","block_type":"box","text":"in other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":31,"box":{"x":89,"y":191,"width":834,"height":13}},{"id":"483e1d24-a22b-4422-92b6-45d8d7740d18","block_type":"box","text":"Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":31,"box":{"x":88,"y":206,"width":805,"height":13}},{"id":"42eb5d5b-09cc-4f1f-96cb-9942aa5920ff","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":31,"box":{"x":89,"y":222,"width":832,"height":12}},{"id":"4fac073a-1766-46eb-ba73-8853f4acb200","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which the Fund has exposure.","page_number":31,"box":{"x":88,"y":237,"width":746,"height":12}},{"id":"0ebb2075-8dfe-47d8-a34b-71e83996839b","block_type":"box","text":"Risk of Investing in Australia.","page_number":31,"box":{"x":89,"y":263,"width":208,"height":12}},{"id":"30744652-935c-44c6-a1d0-dd41487c7f9b","block_type":"box","text":"The Fund’s investment in Australian issuers will subject the Fund to loss in the event of","page_number":31,"box":{"x":306,"y":263,"width":610,"height":12}},{"id":"c39568d8-6df3-45b8-8ad1-d3ead58e8d65","block_type":"box","text":"adverse political, economic, regulatory and other developments that affect Australia, including fluctuations of Australian","page_number":31,"box":{"x":89,"y":278,"width":841,"height":13}},{"id":"78ff5dce-0bcb-432c-8497-6c39f26a5423","block_type":"box","text":"currency versus the U.S. dollar. Also, Australia is located in a part of the world that has historically been prone to natural","page_number":31,"box":{"x":89,"y":293,"width":836,"height":13}},{"id":"dbc24606-97cf-4420-ac1b-2f38312d13ca","block_type":"box","text":"disasters, such as drought and flooding. Any such event in the future could have a significant adverse impact on the","page_number":31,"box":{"x":89,"y":308,"width":811,"height":13}},{"id":"b9772c66-dc37-4e55-8655-4769682e40c8","block_type":"box","text":"Australian economy. The Australian economy is dependent on trading with certain key trading partners. The Australia–U.S.","page_number":31,"box":{"x":88,"y":324,"width":859,"height":12}},{"id":"ab8a40af-3054-48e3-b58b-fb7b5ff83af0","block_type":"box","text":"Free Trade Agreement has significantly expanded the trading relationship between the U.S. and Australia. Economic events in","page_number":31,"box":{"x":89,"y":339,"width":876,"height":12}},{"id":"3f1801e9-efcb-4190-8cc1-e273a317b44e","block_type":"box","text":"the U.S., Asia, or in other key trading countries can have a significant economic effect on the Australian economy and","page_number":31,"box":{"x":88,"y":354,"width":821,"height":12}},{"id":"92e71434-326a-45ac-bfb7-8bd9b2d7718f","block_type":"box","text":"companies to which the Fund has exposure.","page_number":31,"box":{"x":89,"y":369,"width":308,"height":12}},{"id":"79b33f41-d3df-4f02-a3ca-5b909939eb26","block_type":"box","text":"Risk of Investing in China.","page_number":31,"box":{"x":89,"y":395,"width":185,"height":13}},{"id":"7f612b8a-19d1-4a1a-997e-9d7e7b53a2a2","block_type":"box","text":"Investments in securities of companies domiciled in China involve a high degree of risk and","page_number":31,"box":{"x":284,"y":395,"width":636,"height":13}},{"id":"1f8eac53-b1a3-472c-a7d3-26feb59f18b0","block_type":"box","text":"special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include,","page_number":31,"box":{"x":89,"y":410,"width":852,"height":13}},{"id":"e778fe55-ee17-4c36-a30c-7ad35a9050a8","block_type":"box","text":"among others, an authoritarian government, popular unrest associated with demands for improved political, economic and","page_number":31,"box":{"x":89,"y":426,"width":863,"height":12}},{"id":"3d9e8336-ba03-4a73-ba74-d43f47dc854b","block_type":"box","text":"social conditions, the impact of regional conflict on the economy and hostile relations with other countries.","page_number":31,"box":{"x":89,"y":441,"width":750,"height":12}},{"id":"3e82a9a8-6cf4-4545-9200-b5d1c45938a4","block_type":"box","text":"Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic","page_number":31,"box":{"x":89,"y":467,"width":820,"height":13}},{"id":"5459bf0b-e0b8-4bf0-9742-ac904a9ef1cd","block_type":"box","text":"development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes","page_number":31,"box":{"x":89,"y":482,"width":862,"height":13}},{"id":"4cb3faaa-d361-4941-9bb1-ea220fe0ff14","block_type":"box","text":"with Tibet and the Xinjiang region. Since 1997, there have been tensions between the Chinese government and many people","page_number":31,"box":{"x":88,"y":497,"width":870,"height":13}},{"id":"24d42925-a7eb-48b2-9519-5de8f89a78fd","block_type":"box","text":"in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal,","page_number":31,"box":{"x":89,"y":513,"width":875,"height":12}},{"id":"383c373c-697d-446e-9bd8-6f8a88eb38c7","block_type":"box","text":"and social framework. Protests and unrest have increased tensions even further. Due to the interconnected nature of the","page_number":31,"box":{"x":89,"y":528,"width":842,"height":9}},{"id":"0875ba58-0b1e-4808-9ec4-de4fa2327f15","block_type":"box","text":"Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese","page_number":31,"box":{"x":89,"y":543,"width":835,"height":12}},{"id":"ac4acb76-c482-40a9-a62e-6156ff71dabf","block_type":"box","text":"markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion.","page_number":31,"box":{"x":89,"y":558,"width":830,"height":12}},{"id":"6c2d50a2-8a8d-49d7-a290-d528c4cbc55b","block_type":"box","text":"Taiwan-based companies and individuals are significant investors in China. The continuing hostility between China and","page_number":31,"box":{"x":88,"y":573,"width":834,"height":12}},{"id":"845e6deb-6282-4aa9-a907-2d57ac8ec5d1","block_type":"box","text":"Taiwan may have an adverse impact on the value of the value of the Fund’s investments in China or Taiwan, may cause a","page_number":31,"box":{"x":88,"y":588,"width":845,"height":12}},{"id":"8c22b5a8-134e-4f7c-adb1-32e764fe6b25","block_type":"box","text":"suspension in a Fund’s ability to trade in certain securities or other assets, or may otherwise make such investments","page_number":31,"box":{"x":89,"y":603,"width":811,"height":13}},{"id":"df673833-c3cd-42b1-9c19-f584379440f1","block_type":"box","text":"impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse","page_number":31,"box":{"x":89,"y":618,"width":846,"height":13}},{"id":"a8fb2d9e-047b-485a-9b7c-deb24e2a3eb4","block_type":"box","text":"impact on the value of the Fund’s investments in both countries and the region. In addition, China has strained international","page_number":31,"box":{"x":89,"y":633,"width":866,"height":13}},{"id":"b1057831-ed86-4cb2-89d4-cb82ec3aaee0","block_type":"box","text":"relations with Japan, India, the Philippines and other neighbors due to territorial disputes, historical animosities and other","page_number":31,"box":{"x":89,"y":649,"width":848,"height":12}},{"id":"b77d9b21-dc49-4699-9aa1-a8a7ef92f676","block_type":"box","text":"defense concerns. Frictions between China and the Philippines in the South China Sea pose a risk of escalation potentially","page_number":31,"box":{"x":89,"y":664,"width":851,"height":12}},{"id":"03f219a2-40aa-47fe-9b38-013f9a31714c","block_type":"box","text":"leading to military conflict. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign","page_number":31,"box":{"x":89,"y":679,"width":871,"height":12}},{"id":"26e84f65-7bbc-4812-b6b9-3efde6b486a5","block_type":"box","text":"companies and foreign governments. Actual and threatened responses to such activity and strained international relations,","page_number":31,"box":{"x":89,"y":694,"width":860,"height":12}},{"id":"f53a51ff-02a9-4bf9-85bf-312048a7dc5c","block_type":"box","text":"including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may","page_number":31,"box":{"x":89,"y":709,"width":861,"height":12}},{"id":"81ec0f0f-2532-4d36-b301-d323bceffc4e","block_type":"box","text":"impact China’s economy and Chinese issuers of securities in which a Fund invests. China could be affected by military events","page_number":31,"box":{"x":89,"y":724,"width":873,"height":13}},{"id":"331f6aa4-ded2-48d5-8cbc-cced9f7243a5","block_type":"box","text":"on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese","page_number":31,"box":{"x":89,"y":739,"width":843,"height":13}},{"id":"d434cc9a-3fa1-4366-be3a-f09537bdec28","block_type":"box","text":"market and may adversely affect the performance of the Chinese economy.","page_number":31,"box":{"x":89,"y":754,"width":524,"height":13}},{"id":"f24b11fd-e2ff-4b7a-b8c7-4c0ff5e46352","block_type":"box","text":"The Chinese government has implemented economic reforms in order to liberalize trade policy, promote foreign investment","page_number":31,"box":{"x":88,"y":781,"width":866,"height":12}},{"id":"b8933ee2-d470-4514-82e8-be5eac7279fe","block_type":"box","text":"in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese","page_number":31,"box":{"x":89,"y":796,"width":816,"height":12}},{"id":"168d5eaf-3a8d-49f5-851d-14da1de203f4","block_type":"box","text":"government still exercises substantial influence over many aspects of the private sector and may own or control many","page_number":31,"box":{"x":89,"y":811,"width":826,"height":12}},{"id":"078ecb0e-e5a1-4b51-8a82-d1c544b7b9ae","block_type":"box","text":"companies. Chinese companies, such as those in the financial services or technology sectors, and potentially other sectors in","page_number":31,"box":{"x":89,"y":826,"width":873,"height":13}},{"id":"226b0b73-8f83-47f5-bdf5-c22cac973277","block_type":"box","text":"the future, are subject to the risk that Chinese authorities can intervene in their operations and structure. The Chinese","page_number":31,"box":{"x":88,"y":841,"width":824,"height":13}},{"id":"0ad9a91f-1514-4380-872e-76c9e0eed747","block_type":"box","text":"government continues to maintain a major role in economic policymaking, and investing in China involves risk of loss due to","page_number":31,"box":{"x":89,"y":856,"width":870,"height":13}},{"id":"0a5065c1-cc0a-4b47-b8b0-7f1109e3bb3b","block_type":"box","text":"14","page_number":31,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"8d3a6939-7bb6-47c6-a3d7-64bdd9a6f562","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":32,"box":{"x":89,"y":44,"width":849,"height":12}},{"id":"cdf8a44d-e30a-459e-876e-3d6de0b9ec3b","block_type":"box","text":"and on repatriation of capital invested.","page_number":32,"box":{"x":89,"y":59,"width":268,"height":12}},{"id":"845443b7-18e7-4019-b2e6-3850e5be8e96","block_type":"box","text":"In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and","page_number":32,"box":{"x":89,"y":85,"width":861,"height":13}},{"id":"e58dfe74-38c0-49ce-b029-20062caf55f0","block_type":"box","text":"other participants than in the U.S. Accordingly, issuers of securities in China, including Chinese companies that are listed on","page_number":32,"box":{"x":89,"y":101,"width":863,"height":12}},{"id":"94a00708-541d-46ae-a79c-c22d3681d1d4","block_type":"box","text":"U.S. exchanges, are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider","page_number":32,"box":{"x":89,"y":116,"width":855,"height":12}},{"id":"26ebaaeb-dbbb-4138-9ad5-55d999c0b67f","block_type":"box","text":"trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the","page_number":32,"box":{"x":88,"y":131,"width":846,"height":12}},{"id":"d76d888d-548d-4b74-b00e-4269bcbde6ae","block_type":"box","text":"requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of","page_number":32,"box":{"x":89,"y":146,"width":842,"height":12}},{"id":"7ce39716-1311-4d0c-b8a1-17ef43e2d551","block_type":"box","text":"change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions","page_number":32,"box":{"x":89,"y":161,"width":872,"height":12}},{"id":"4fdc6caf-7fbd-402f-8735-6fbb31805c43","block_type":"box","text":"and difficulty in interpreting and applying the relevant regulation.","page_number":32,"box":{"x":89,"y":176,"width":454,"height":13}},{"id":"aa84e860-1d36-42c9-b73d-1133362ce4db","block_type":"box","text":"There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese","page_number":32,"box":{"x":88,"y":203,"width":849,"height":12}},{"id":"a70f8dae-1a25-4d7a-a525-174ec886f994","block_type":"box","text":"companies, and shareholders may have limited legal remedies. The Funds do not select investments based on investor","page_number":32,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"19209ff3-d031-431b-b95b-294fa244e4c4","block_type":"box","text":"protection considerations.","page_number":32,"box":{"x":89,"y":233,"width":182,"height":12}},{"id":"3777e02e-8a05-423a-9e17-69f258b5e454","block_type":"box","text":"Many Chinese companies listed on U.S. exchanges use variable interest entities or “VIEs” in their structure as a result of","page_number":32,"box":{"x":89,"y":259,"width":835,"height":13}},{"id":"71c2601e-7569-4ff3-86df-a19310331570","block_type":"box","text":"foreign ownership restrictions. In a VIE structure, a Chinese operating company establishes a shell company in another","page_number":32,"box":{"x":88,"y":274,"width":830,"height":13}},{"id":"ce21b7f2-6c5f-4ee6-abed-b8b65f7ea723","block_type":"box","text":"jurisdiction to issue stock to public shareholders. When a VIE structure is used by a Chinese company to list its stock in the","page_number":32,"box":{"x":88,"y":290,"width":858,"height":12}},{"id":"60078736-acdf-4200-83a2-ddf13ac3c816","block_type":"box","text":"U.S., instead of owning the equity securities of the Chinese company, the U.S.-listed shell company directly or indirectly enters","page_number":32,"box":{"x":89,"y":305,"width":879,"height":12}},{"id":"619e72a2-5fd7-4d00-a89f-3e06af1271de","block_type":"box","text":"into contracts with the Chinese operating company under Chinese law. These contracts provide the U.S.-listed shell company","page_number":32,"box":{"x":89,"y":320,"width":875,"height":12}},{"id":"0dabad63-e178-4c05-9928-9b58e71f1c3b","block_type":"box","text":"with only economic exposure to the Chinese company and do not represent equity ownership in the operating company.","page_number":32,"box":{"x":88,"y":335,"width":845,"height":12}},{"id":"7f581817-b8b2-4c5c-adee-25412ccfabb4","block_type":"box","text":"While VIEs are a longstanding practice that is well known to Chinese officials and regulators, they have not been formally","page_number":32,"box":{"x":88,"y":361,"width":846,"height":13}},{"id":"2fd2079d-5bdd-48b5-9799-7aba8edc5f0b","block_type":"box","text":"recognized under Chinese law. The Chinese government has provided guidance to and placed restrictions on Chinese-based","page_number":32,"box":{"x":89,"y":376,"width":867,"height":13}},{"id":"6e3faa97-7e37-4cc3-9eac-bfdbd6f5573a","block_type":"box","text":"companies raising capital offshore, including through VIEs. In 2023, the China Securities Regulatory Commission (“CSRC”)","page_number":32,"box":{"x":89,"y":392,"width":854,"height":12}},{"id":"09ac27e8-d231-4915-8136-955d44a15a45","block_type":"box","text":"released new rules that permit the use of VIE structures, provided they abide by Chinese laws and register with the CSRC. The","page_number":32,"box":{"x":89,"y":407,"width":876,"height":12}},{"id":"c03730c2-0c22-4e86-be3a-56f46ee41219","block_type":"box","text":"rules, however, may cause Chinese companies to undergo greater scrutiny and add costs to VIE structures. Intervention,","page_number":32,"box":{"x":89,"y":422,"width":838,"height":12}},{"id":"ed102bbe-cd26-44f3-8197-57f54d469ed7","block_type":"box","text":"rulemaking or guidance by the Chinese government with respect to VIE structures or the non-enforcement of VIE-related","page_number":32,"box":{"x":89,"y":437,"width":847,"height":12}},{"id":"e7d9a5e3-9cc4-4022-846b-8a036ea2d621","block_type":"box","text":"contractual rights could significantly affect the operating company’s business in China, the enforceability of the U.S.-listed","page_number":32,"box":{"x":89,"y":452,"width":853,"height":12}},{"id":"be995ddd-4212-4cfe-8320-a34b59bf178b","block_type":"box","text":"shell company’s contractual arrangements with the Chinese company and the value of the U.S.-listed stock. Further, the VIE","page_number":32,"box":{"x":89,"y":467,"width":865,"height":13}},{"id":"9d857939-8a87-45c2-bca5-0fddcfce2959","block_type":"box","text":"contractual arrangement would likely be subject to Chinese law and jurisdiction, and remedies available to the U.S.-listed","page_number":32,"box":{"x":89,"y":482,"width":843,"height":13}},{"id":"aaf0f494-98e7-4dad-9710-ef100f7ff0fd","block_type":"box","text":"shell company are uncertain and could be ineffective. In addition to the risk of government intervention, investments through","page_number":32,"box":{"x":89,"y":497,"width":875,"height":13}},{"id":"c69517b1-ceac-433a-9886-a5041f90eb71","block_type":"box","text":"a VIE structure are subject to the risk that the China-based company (or its officers, directors, or Chinese equity owners) may","page_number":32,"box":{"x":89,"y":513,"width":875,"height":12}},{"id":"c857851d-7098-4431-87f3-f09cc3fb3bc9","block_type":"box","text":"breach those contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of these","page_number":32,"box":{"x":89,"y":528,"width":851,"height":12}},{"id":"be7b9212-09ad-4732-a01c-91b0c6cfad83","block_type":"box","text":"arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case the Fund may suffer","page_number":32,"box":{"x":89,"y":543,"width":827,"height":12}},{"id":"f07bb8df-7543-43c3-be09-5b2be8aae7c0","block_type":"box","text":"significant losses on its investments through a VIE structure with little or no recourse available. Any change in the operations","page_number":32,"box":{"x":89,"y":558,"width":872,"height":12}},{"id":"bc29f606-dd1b-40f1-b0bb-eeca71982855","block_type":"box","text":"of entities in a VIE structure, the status of VIE contractual arrangements or the legal or regulatory environment in China,","page_number":32,"box":{"x":89,"y":573,"width":838,"height":12}},{"id":"f66ded74-2878-47cc-92e0-6b74ad4dcafb","block_type":"box","text":"generally or with respect to specific industries, could result in significant, and possibly permanent and/or total, losses to a","page_number":32,"box":{"x":89,"y":588,"width":853,"height":12}},{"id":"d597aae8-5441-412c-a8f9-349fedacc88b","block_type":"box","text":"Fund.","page_number":32,"box":{"x":89,"y":603,"width":38,"height":10}},{"id":"fa25a594-c8fb-411c-85ff-ab865cbe96dc","block_type":"box","text":"While the Chinese economy has experienced past periods of rapid growth, there is no assurance that such growth rates will","page_number":32,"box":{"x":88,"y":630,"width":864,"height":12}},{"id":"8bf36d2b-a1d6-4b79-ad28-295e568012c7","block_type":"box","text":"recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a","page_number":32,"box":{"x":89,"y":645,"width":819,"height":12}},{"id":"b586112c-c244-487e-b764-57b9ee259109","block_type":"box","text":"negative effect on the economy and securities market. China’s economy is heavily dependent on export growth. Reduction in","page_number":32,"box":{"x":89,"y":660,"width":873,"height":12}},{"id":"76c7073a-fcfd-4b19-9fd7-72451894d4c3","block_type":"box","text":"spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other","page_number":32,"box":{"x":89,"y":675,"width":854,"height":12}},{"id":"cda0ca9d-2dd4-4044-9119-a310877f2d4a","block_type":"box","text":"trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or","page_number":32,"box":{"x":88,"y":690,"width":835,"height":13}},{"id":"bc409510-a64c-4dcd-a95f-c7172cba0d2d","block_type":"box","text":"alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse","page_number":32,"box":{"x":89,"y":705,"width":858,"height":13}},{"id":"bc022392-d903-454b-a9a5-dc5468d0fcf5","block_type":"box","text":"impact on the Chinese economy and the companies in which a Fund invests. Certain Chinese companies (which may change","page_number":32,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"655dc1d1-258a-4bcf-9649-1fedb9056724","block_type":"box","text":"from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other","page_number":32,"box":{"x":88,"y":736,"width":791,"height":12}},{"id":"0caf9118-4be1-4c7d-ab8a-1d4e7f54c847","block_type":"box","text":"governments due to national security, human rights or other concerns of such government. For example, certain foreign","page_number":32,"box":{"x":89,"y":751,"width":840,"height":12}},{"id":"f28b1473-7bd6-483b-881a-b21ac0416190","block_type":"box","text":"technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The","page_number":32,"box":{"x":88,"y":766,"width":877,"height":12}},{"id":"aae581e1-1e04-4147-abb2-728df339f6dd","block_type":"box","text":"U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about","page_number":32,"box":{"x":89,"y":781,"width":876,"height":12}},{"id":"53ef5680-e339-4bd2-a1dd-7b0ed3b0e23e","block_type":"box","text":"forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any","page_number":32,"box":{"x":88,"y":796,"width":845,"height":12}},{"id":"7f755bb9-ba22-4faa-bcc0-f5557ce1569c","block_type":"box","text":"action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or","page_number":32,"box":{"x":89,"y":811,"width":873,"height":12}},{"id":"4de195c7-3230-4a41-9858-02cf023b1c50","block_type":"box","text":"cause market disruptions. The Underlying Index of a Fund may include companies that are subject to economic or trade","page_number":32,"box":{"x":89,"y":826,"width":840,"height":13}},{"id":"e7b1c571-884a-43d1-9ae0-dff9d053155c","block_type":"box","text":"restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not","page_number":32,"box":{"x":89,"y":841,"width":865,"height":13}},{"id":"20b7529d-d1cc-4857-a0a8-3feb0437cb6c","block_type":"box","text":"15","page_number":32,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"06c10999-240b-4b9e-9c9c-047d31523871","block_type":"box","text":"include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective","page_number":33,"box":{"x":89,"y":44,"width":867,"height":12}},{"id":"a4df82ea-87af-4a2b-9e90-ef2135a9b47b","block_type":"box","text":"to track the performance of its Underlying Index.","page_number":33,"box":{"x":88,"y":59,"width":340,"height":12}},{"id":"fe608070-6413-4cde-b727-af331b490620","block_type":"box","text":"The tax laws and regulations in the People’s Republic of China (“PRC”) are subject to change, including the issuance of","page_number":33,"box":{"x":88,"y":85,"width":833,"height":13}},{"id":"4a0022c9-19c7-42ab-b728-a425ab385b33","block_type":"box","text":"authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of","page_number":33,"box":{"x":89,"y":101,"width":863,"height":12}},{"id":"413ff72d-2245-4b39-84e6-654de25074eb","block_type":"box","text":"such laws by PRC tax authorities are not as consistent and transparent as those of more developed nations, and may vary","page_number":33,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"749f4880-df20-4b37-8cd5-f957f0d375f9","block_type":"box","text":"over time and from region to region. The application and enforcement of PRC tax rules could have a significant adverse effect","page_number":33,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"537c41ee-072c-48c4-afab-ee0515958082","block_type":"box","text":"on a Fund and its investors, particularly in relation to capital gains withholding tax imposed upon non-residents. In addition,","page_number":33,"box":{"x":89,"y":146,"width":867,"height":12}},{"id":"1af896a4-6ccf-4a28-9dc1-8e1ae699808d","block_type":"box","text":"the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less","page_number":33,"box":{"x":88,"y":161,"width":826,"height":12}},{"id":"74713741-44a6-40d1-a7d1-b3f0e8feba70","block_type":"box","text":"rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting","page_number":33,"box":{"x":89,"y":176,"width":874,"height":13}},{"id":"ef2d6c62-ec40-4d06-9be3-562fcea36051","block_type":"box","text":"standards and practice and those prepared in accordance with international accounting standards.","page_number":33,"box":{"x":89,"y":191,"width":691,"height":13}},{"id":"6cb263d3-eb04-44a9-9098-a418bd2acb0c","block_type":"box","text":"Risk of Investing in Chinese Equity Markets.","page_number":33,"box":{"x":89,"y":218,"width":313,"height":12}},{"id":"cdeaec41-55d0-4c3b-a429-feafa15af7f4","block_type":"box","text":"There are several types of Chinese equity securities:","page_number":33,"box":{"x":411,"y":218,"width":360,"height":12}},{"id":"28f14c15-f13a-4a1e-829e-050db4708ce0","block_type":"box","text":"• H-shares, which are securities of companies incorporated in the PRC that are denominated in Hong Kong dollars","page_number":33,"box":{"x":121,"y":238,"width":819,"height":12}},{"id":"5b9ac9c9-7bc7-4957-8bb7-dba4e82b595c","block_type":"box","text":"and listed on the Stock Exchange of Hong Kong (“SEHK”);","page_number":33,"box":{"x":154,"y":253,"width":404,"height":12}},{"id":"06d7f9b1-5523-4e03-a8f6-e7788a7eb7ef","block_type":"box","text":"• A-shares, which are securities of companies incorporated in the PRC that are denominated in renminbi and listed on","page_number":33,"box":{"x":121,"y":273,"width":846,"height":13}},{"id":"133d6e38-1d80-4ca8-88cd-e03800875717","block_type":"box","text":"the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”);","page_number":33,"box":{"x":153,"y":288,"width":579,"height":13}},{"id":"57ad8195-c457-49c5-b2f9-197eeedd25e0","block_type":"box","text":"• B-shares, which are securities of companies incorporated in the PRC that are denominated in U.S. dollars (in the","page_number":33,"box":{"x":121,"y":308,"width":815,"height":13}},{"id":"b8a8974d-1e6e-41b4-a681-04868c7ed25b","block_type":"box","text":"case of the SSE) or Hong Kong dollars (in the case of the SZSE) and listed on the SSE and the SZSE;","page_number":33,"box":{"x":154,"y":324,"width":692,"height":12}},{"id":"d2d1c3ec-cc55-4021-a42e-6fbbc0db5733","block_type":"box","text":"• Red-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":33,"box":{"x":121,"y":344,"width":803,"height":12}},{"id":"f218caf1-5e65-4f2c-bf71-b6640af0e927","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by entities owned by the national government or local","page_number":33,"box":{"x":153,"y":359,"width":779,"height":12}},{"id":"49b8ace0-2ff6-453e-b5da-7c9c803d74b5","block_type":"box","text":"governments in the PRC and derive substantial revenues from or allocate substantial assets in the PRC; and","page_number":33,"box":{"x":154,"y":374,"width":748,"height":12}},{"id":"5ed215dd-4b86-4938-87e6-aeb16481e092","block_type":"box","text":"• P-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":33,"box":{"x":121,"y":394,"width":786,"height":12}},{"id":"c2247187-8053-48ee-b77d-54fb13ca403f","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by individuals in the PRC and derive substantial revenues","page_number":33,"box":{"x":153,"y":409,"width":800,"height":13}},{"id":"7fe24aa1-56b1-4e9e-9f32-8f4cad6b6c63","block_type":"box","text":"from or allocate substantial assets in the PRC.","page_number":33,"box":{"x":153,"y":424,"width":320,"height":10}},{"id":"bd0addb4-2f33-4e13-b404-1729972a2cff","block_type":"box","text":"Securities listed on the SSE or the SZSE are divided into two classes: A-shares, which are mostly limited to domestic investors,","page_number":33,"box":{"x":88,"y":451,"width":880,"height":12}},{"id":"6c733828-a95a-48a3-91d6-79f334566543","block_type":"box","text":"and B-shares, which are allocated for both international and domestic investors. The A-shares market is generally subject to","page_number":33,"box":{"x":89,"y":466,"width":867,"height":12}},{"id":"470264aa-0434-4e8a-be3b-fe40a54048a6","block_type":"box","text":"greater government restrictions, including trading suspensions, which may lead to increased liquidity risks. The B-shares","page_number":33,"box":{"x":89,"y":481,"width":843,"height":12}},{"id":"049e0510-92af-48cd-b68b-ccb773d1489a","block_type":"box","text":"market is generally smaller and less liquid and has a smaller issuer base than the A-shares market, which may lead to","page_number":33,"box":{"x":89,"y":496,"width":819,"height":13}},{"id":"728b19fa-7179-495b-adc4-bd9d16228465","block_type":"box","text":"significant price volatility. B-shares, H-shares, P-Chips or Red-Chips of issuers that also issue A-shares may trade at","page_number":33,"box":{"x":89,"y":511,"width":804,"height":13}},{"id":"9811f827-2600-4551-af8b-2776f8c605dd","block_type":"box","text":"significant discounts to their A-shares counterparts. The issuance of B-shares and H-shares by Chinese companies and the","page_number":33,"box":{"x":89,"y":526,"width":860,"height":13}},{"id":"f5f4daca-845a-4e41-8685-9bcfcad0dcc4","block_type":"box","text":"ability to obtain a “back-door listing” through Red-Chips or P-Chips is still regarded by the Chinese authorities as an","page_number":33,"box":{"x":89,"y":542,"width":809,"height":12}},{"id":"5fc37d3c-8604-4a23-be09-bf2f58855466","block_type":"box","text":"experiment in economic reform. “Back-door listing” is a means by which a mainland Chinese company issues Red-Chips or","page_number":33,"box":{"x":89,"y":557,"width":861,"height":12}},{"id":"41ddf0bd-ba03-4880-ae23-86d94067bcea","block_type":"box","text":"P-Chips to obtain quick access to international listing and international capital. These share mechanisms are subject to the","page_number":33,"box":{"x":89,"y":572,"width":859,"height":12}},{"id":"2b4be1b0-ced2-45d6-8a12-cf1b2919848b","block_type":"box","text":"political and economic policies in China. Market developments, adverse investor perceptions, regulatory and government","page_number":33,"box":{"x":89,"y":587,"width":847,"height":12}},{"id":"11658831-509a-4c48-bf8c-b24693e12c87","block_type":"box","text":"intervention (including the possibility of widespread trading suspensions implemented by regulators) and other factors may","page_number":33,"box":{"x":89,"y":602,"width":867,"height":12}},{"id":"52d34d15-fc4c-4585-92d1-c1d87226f805","block_type":"box","text":"make it difficult to acquire, dispose of or value Chinese securities, which would lead to adverse effects to a Fund.","page_number":33,"box":{"x":89,"y":617,"width":785,"height":12}},{"id":"06e1f84f-c27c-49bc-b44e-02e42aef6049","block_type":"box","text":"Risk of Investing in A-shares through Stock Connect","page_number":33,"box":{"x":88,"y":644,"width":362,"height":12}},{"id":"d315f8d5-5d97-4262-8846-c77e96cd2c6b","block_type":"box","text":". A Fund that invests in A-shares does so through the Shanghai-Hong","page_number":33,"box":{"x":451,"y":644,"width":486,"height":12}},{"id":"78b4cc25-53c6-4657-879f-412d6ea3a548","block_type":"box","text":"Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-Hong Kong Stock Connect program (“Shenzhen","page_number":33,"box":{"x":89,"y":659,"width":826,"height":12}},{"id":"e21c687e-d7bf-46b3-93dc-5115b23a52c5","block_type":"box","text":"Connect,” and together with Shanghai Connect, “Stock Connect”). Stock Connect is a securities trading and clearing","page_number":33,"box":{"x":89,"y":674,"width":815,"height":12}},{"id":"2b8820eb-a1ae-43bd-8d6d-3b7dc56d9671","block_type":"box","text":"program with an aim to achieve mutual stock market access between the PRC and Hong Kong. Stock Connect was developed","page_number":33,"box":{"x":89,"y":689,"width":879,"height":12}},{"id":"aad741f9-ee5b-4637-8b0f-09388f200faa","block_type":"box","text":"by Hong Kong Exchanges and Clearing Limited, the SSE (in the case of Shanghai Connect) or the SZSE (in the case of","page_number":33,"box":{"x":89,"y":704,"width":820,"height":12}},{"id":"9ea508da-db10-4bc9-9bcc-e9f031729be9","block_type":"box","text":"Shenzhen Connect), and China Securities Depository and Clearing Corporation Limited (“CSDCC”). Under Stock Connect, a","page_number":33,"box":{"x":88,"y":719,"width":862,"height":13}},{"id":"d99d4753-e092-4741-90a1-9008a24c14cf","block_type":"box","text":"Fund’s trading of eligible A-shares listed on the SSE or the SZSE, as applicable, would be effectuated through its Hong Kong","page_number":33,"box":{"x":89,"y":734,"width":862,"height":13}},{"id":"f0ebc5c8-2238-4265-87ab-b51d58a1a14d","block_type":"box","text":"brokers. Investing in A-shares through Stock Connect is subject to trading, clearance, settlement and other procedures,","page_number":33,"box":{"x":89,"y":749,"width":833,"height":13}},{"id":"2c4cd8ce-466d-4ff3-99e0-6801f03f2268","block_type":"box","text":"which could pose risks to a Fund.","page_number":33,"box":{"x":88,"y":765,"width":233,"height":12}},{"id":"e2a4fa60-57df-4053-b9b6-30d38d2140ca","block_type":"box","text":"Although no individual investment quotas or licensing requirements apply to investors in Stock Connect, trading through","page_number":33,"box":{"x":88,"y":791,"width":847,"height":12}},{"id":"0a403c74-4e74-4ee9-9087-a2fa81310abb","block_type":"box","text":"Stock Connect is subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect","page_number":33,"box":{"x":88,"y":806,"width":876,"height":12}},{"id":"361e2be6-06aa-4082-a2ad-074e94ae56e3","block_type":"box","text":"each day. The Daily Quota does not belong to a Fund and is utilized on a first-come-first-serve basis. As such, buy orders for","page_number":33,"box":{"x":89,"y":821,"width":868,"height":13}},{"id":"fae9affd-883b-41d3-8745-2be0beee5051","block_type":"box","text":"A-shares would be rejected once the Daily Quota is exceeded (although a Fund will be permitted to sell A-shares regardless","page_number":33,"box":{"x":88,"y":836,"width":865,"height":13}},{"id":"e3155d2d-9012-4477-bdb2-69629f1dd305","block_type":"box","text":"16","page_number":33,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"1b5b17d3-70b3-4680-b597-6020b4c4616b","block_type":"box","text":"of the Daily Quota balance). The Daily Quota may restrict a Fund’s ability to invest in A-shares through Stock Connect on a","page_number":34,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"095c0140-09f0-41a9-b730-94043c115924","block_type":"box","text":"timely basis, which could affect the Fund’s ability to effectively pursue its investment strategy. The Daily Quota is also subject","page_number":34,"box":{"x":88,"y":59,"width":875,"height":12}},{"id":"61c2647c-a660-4a1d-9b28-150d9a7e6cb0","block_type":"box","text":"to change.","page_number":34,"box":{"x":88,"y":74,"width":73,"height":12}},{"id":"45de6a26-8b99-4a1f-84f5-f013eacc2617","block_type":"box","text":"A-shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect and","page_number":34,"box":{"x":88,"y":101,"width":869,"height":12}},{"id":"6da3cab8-9e53-49a8-97d5-b1bb5bc1e0f5","block_type":"box","text":"in accordance with applicable rules. In order to comply with applicable local market rules and to facilitate orderly operations","page_number":34,"box":{"x":89,"y":116,"width":867,"height":12}},{"id":"c6912c02-0cc7-45bb-9568-526df0cb3588","block_type":"box","text":"of a Fund, including the timely settlement of Stock Connect trades placed by or on behalf of the Fund, BFA utilizes an","page_number":34,"box":{"x":89,"y":131,"width":816,"height":12}},{"id":"f22d94be-ddc3-42c7-a7c6-2aa2224c6ce2","block_type":"box","text":"operating model that will only be used by iShares ETFs with investments in A-shares through Stock Connect. Such operating","page_number":34,"box":{"x":89,"y":146,"width":870,"height":12}},{"id":"815ce961-e332-41ed-89e0-472e82bf0e86","block_type":"box","text":"model may reduce the risks of trade failures; however, it will also allow Stock Connect trades to be settled without the prior","page_number":34,"box":{"x":89,"y":161,"width":860,"height":12}},{"id":"a08466a5-ec1d-42a5-94ce-4bf8a605f156","block_type":"box","text":"verification by a Fund. Accordingly, this operating model may subject a Fund to additional risks, including an increased risk of","page_number":34,"box":{"x":88,"y":176,"width":879,"height":13}},{"id":"cc2bd67d-3cca-4f70-92fe-e81750ce28ea","block_type":"box","text":"inadvertently exceeding certain trade or other restrictions or limits placed on the Fund and/or its affiliates, and a heightened","page_number":34,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"a1645670-e5d0-46ea-a672-f5777960cc71","block_type":"box","text":"risk of erroneous trades, which may negatively impact the Fund.","page_number":34,"box":{"x":89,"y":206,"width":448,"height":13}},{"id":"184a0033-3bcd-4a85-96ad-a5e924a4216a","block_type":"box","text":"While A-shares must be designated as eligible to be traded through Stock Connect (such eligible A-shares listed on the SSE,","page_number":34,"box":{"x":88,"y":233,"width":867,"height":12}},{"id":"5256db64-493b-4132-94e1-abf838ba81ec","block_type":"box","text":"the “SSE Securities,” and such eligible A-shares listed on the SZSE, the “SZSE Securities”), those A-shares may also lose such","page_number":34,"box":{"x":88,"y":248,"width":873,"height":12}},{"id":"19be2259-9b77-4298-946a-c9e447e8f96c","block_type":"box","text":"designation, and if this occurs, such A-shares may be sold but could no longer be purchased through Stock Connect. With","page_number":34,"box":{"x":89,"y":263,"width":856,"height":12}},{"id":"89ea93c3-172e-429f-9759-bcab379f5424","block_type":"box","text":"respect to sell orders through Stock Connect, the SEHK carries out pre-trade checks to ensure an investor has sufficient A","page_number":34,"box":{"x":89,"y":278,"width":854,"height":13}},{"id":"9b72fa1a-a76a-4eee-baab-ca77b936ebb2","block_type":"box","text":"shares in its account before the market opens on the trading day. Accordingly, if there are insufficient A-shares in an","page_number":34,"box":{"x":89,"y":293,"width":810,"height":13}},{"id":"1173c308-f076-4afe-a863-040a933d1fb5","block_type":"box","text":"investor’s account before the market opens on the trading day, the sell order will be rejected, which may adversely impact a","page_number":34,"box":{"x":89,"y":308,"width":862,"height":13}},{"id":"0eb65d13-e349-4e7b-ba70-7bf3110e75db","block_type":"box","text":"Fund’s performance.","page_number":34,"box":{"x":89,"y":324,"width":143,"height":12}},{"id":"a9669023-0604-4555-83f2-ee451b0222bc","block_type":"box","text":"In addition, Stock Connect operates only on days when both the Chinese and the Hong Kong markets are open for trading","page_number":34,"box":{"x":89,"y":350,"width":853,"height":12}},{"id":"781b137b-7d59-459a-b183-f3c852154248","block_type":"box","text":"and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in","page_number":34,"box":{"x":89,"y":365,"width":865,"height":12}},{"id":"2f2f2f65-9654-4e4b-9437-36dbad6839cf","block_type":"box","text":"A-shares through Stock Connect may subject a Fund to the risk of price fluctuations on days when the Chinese markets are","page_number":34,"box":{"x":88,"y":380,"width":866,"height":13}},{"id":"0e093b79-ed65-4f31-9b05-88fc4b287a0e","block_type":"box","text":"open, but Stock Connect is not trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading through Stock","page_number":34,"box":{"x":89,"y":395,"width":869,"height":13}},{"id":"ba7c726b-c00b-45e6-9f7a-6797011ec181","block_type":"box","text":"Connect under certain circumstances. Where such a suspension of trading is effected, a Fund’s ability to access A-shares","page_number":34,"box":{"x":89,"y":410,"width":846,"height":13}},{"id":"12158325-eb39-4cba-9c19-844d3175c5f1","block_type":"box","text":"through Stock Connect will be adversely affected. In addition, if one or both of the Chinese and Hong Kong markets are","page_number":34,"box":{"x":88,"y":426,"width":834,"height":12}},{"id":"6ec10a5f-d07b-4006-99b6-935e95679f9b","block_type":"box","text":"closed on a U.S. trading day, a Fund may not be able to acquire or dispose of A-shares through Stock Connect in a timely","page_number":34,"box":{"x":89,"y":441,"width":845,"height":12}},{"id":"9b222ebd-a9ed-41a9-886c-5919811cf1e0","block_type":"box","text":"manner, which could adversely affect the Fund’s performance.","page_number":34,"box":{"x":89,"y":456,"width":435,"height":12}},{"id":"b5461f7e-3ab0-43d7-9a28-3574eb02c2d3","block_type":"box","text":"A Fund’s investments in A-shares through Stock Connect are held by its custodian in accounts in the Central Clearing and","page_number":34,"box":{"x":88,"y":482,"width":853,"height":13}},{"id":"66ce37b1-4c44-40ab-b5e9-ecde0614ce96","block_type":"box","text":"Settlement System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn","page_number":34,"box":{"x":88,"y":497,"width":867,"height":13}},{"id":"2d1c0b9d-acfe-4838-bb34-c25ab6048b83","block_type":"box","text":"holds the A-shares, as the nominee holder, through an omnibus securities account in its name registered with the CSDCC.","page_number":34,"box":{"x":89,"y":513,"width":853,"height":12}},{"id":"c1cd2ebe-0c64-4488-8fcd-c80d62f35b9d","block_type":"box","text":"The precise nature and rights of a Fund as the beneficial owner of the SSE Securities or SZSE Securities through HKSCC as","page_number":34,"box":{"x":88,"y":539,"width":853,"height":12}},{"id":"5d441e8f-542a-4b21-b9b3-cec843d24f85","block_type":"box","text":"nominee is not well defined under PRC law. There is a lack of a clear definition of, and distinction between, legal ownership","page_number":34,"box":{"x":89,"y":554,"width":857,"height":12}},{"id":"5226657a-16f2-4a6f-94a7-eb487d55ad56","block_type":"box","text":"and beneficial ownership under PRC law and there have been few cases involving a nominee account structure in the PRC","page_number":34,"box":{"x":89,"y":569,"width":850,"height":13}},{"id":"15785fa4-e861-4c52-a13b-fa9a070e5611","block_type":"box","text":"courts. The exact nature and methods of enforcement of the rights and interests of a Fund under PRC law is also uncertain.","page_number":34,"box":{"x":89,"y":584,"width":862,"height":13}},{"id":"53050200-3268-4def-b1fa-2475e237ff0d","block_type":"box","text":"In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong, there is a risk that the SSE","page_number":34,"box":{"x":89,"y":611,"width":829,"height":12}},{"id":"b370357c-2563-47bd-986f-48fd5c8fbe3e","block_type":"box","text":"Securities or SZSE Securities may not be regarded as held for the beneficial ownership of a Fund or as part of the general","page_number":34,"box":{"x":88,"y":626,"width":843,"height":12}},{"id":"723b3f7f-1265-42d6-890f-23bfcb4d2c5d","block_type":"box","text":"assets of HKSCC available for general distribution to its creditors.","page_number":34,"box":{"x":89,"y":641,"width":452,"height":12}},{"id":"c5c12e70-b934-4d0e-aafa-95848ac84dc4","block_type":"box","text":"Notwithstanding the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its","page_number":34,"box":{"x":89,"y":668,"width":861,"height":12}},{"id":"2de276f3-6ad8-4b87-a24d-f7135c5b50e8","block_type":"box","text":"omnibus stock account in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat","page_number":34,"box":{"x":89,"y":683,"width":834,"height":12}},{"id":"9a2fb88c-3368-4d58-8d9e-1aeb7669b8c7","block_type":"box","text":"HKSCC as one of the shareholders when it handles corporate actions in respect of such SSE Securities or SZSE Securities.","page_number":34,"box":{"x":89,"y":698,"width":845,"height":12}},{"id":"c4ec3e11-97c2-423a-9067-6709d81632cd","block_type":"box","text":"HKSCC monitors the corporate actions affecting SSE Securities and SZSE Securities and keeps participants of CCASS","page_number":34,"box":{"x":89,"y":724,"width":812,"height":13}},{"id":"30075325-4730-4bc7-bcc3-004588126643","block_type":"box","text":"informed of all such corporate actions that require CCASS participants to take steps in order to participate in them. A Fund","page_number":34,"box":{"x":89,"y":739,"width":857,"height":13}},{"id":"034496fd-20fc-4412-8e65-5657f6fe0649","block_type":"box","text":"will therefore depend on HKSCC for both settlement and notification and implementation of corporate actions.","page_number":34,"box":{"x":88,"y":754,"width":775,"height":13}},{"id":"17af2c59-56d9-46fa-b4f6-2015313e1442","block_type":"box","text":"The HKSCC is responsible for the clearing, settlement and provision of depositary, nominee and other related services of the","page_number":34,"box":{"x":88,"y":781,"width":866,"height":12}},{"id":"a2e7c6fe-de32-4ece-86a6-6c80799f484f","block_type":"box","text":"trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE","page_number":34,"box":{"x":88,"y":796,"width":860,"height":12}},{"id":"ca5b8cca-f851-4a38-aae9-e4c86b0a48a8","block_type":"box","text":"Securities directly; rather, they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the","page_number":34,"box":{"x":88,"y":811,"width":833,"height":12}},{"id":"4ab1ac13-a845-4fa4-9864-30048966ca5a","block_type":"box","text":"CSDCC establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross","page_number":34,"box":{"x":89,"y":826,"width":865,"height":13}},{"id":"e213d060-7f57-4660-b950-6b3c0918ca8c","block_type":"box","text":"border trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its","page_number":34,"box":{"x":89,"y":841,"width":875,"height":12}},{"id":"162fd017-19f1-40e9-a62d-17a93510f646","block_type":"box","text":"17","page_number":34,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"3c71d03e-9183-4623-89a5-1a700a8a9878","block_type":"box","text":"market contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against","page_number":35,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"31c86cca-e944-4df5-9136-ac6e9b93ea82","block_type":"box","text":"the CSDCC. In that event, a Fund may suffer delays in the recovery process or may not be able to fully recover its losses from","page_number":35,"box":{"x":88,"y":59,"width":869,"height":12}},{"id":"ba30630e-13d1-4084-9a0c-88d27edcfbdf","block_type":"box","text":"the CSDCC.","page_number":35,"box":{"x":88,"y":74,"width":80,"height":10}},{"id":"d547a8de-0e1d-49c0-be20-11ee4d57e382","block_type":"box","text":"Market participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk","page_number":35,"box":{"x":89,"y":101,"width":876,"height":12}},{"id":"8beeba87-00de-4b2d-99e4-30e6979635a0","block_type":"box","text":"management and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the","page_number":35,"box":{"x":89,"y":116,"width":833,"height":12}},{"id":"53bf1e36-0091-43cb-bd51-bed37789e790","block_type":"box","text":"“connectivity” in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires","page_number":35,"box":{"x":89,"y":131,"width":853,"height":12}},{"id":"1bc14ad3-1ba1-4e5e-b4dd-d8a50d7715d1","block_type":"box","text":"the development of new information technology systems on the part of the SEHK and exchange participants. There is no","page_number":35,"box":{"x":88,"y":146,"width":845,"height":12}},{"id":"a0409356-914c-4a97-9fff-cfdd8e2d9b5c","block_type":"box","text":"assurance that these systems will function properly or will continue to be adapted to changes and developments in both","page_number":35,"box":{"x":89,"y":161,"width":842,"height":12}},{"id":"a2e3542e-02f9-431f-bc71-5e16c1234642","block_type":"box","text":"markets. In the event that the relevant systems fail to function properly, trading in A-shares through Stock Connect could be","page_number":35,"box":{"x":89,"y":176,"width":868,"height":13}},{"id":"fea85b31-4e8d-4ec8-85ba-7ffaebe8c9fa","block_type":"box","text":"disrupted, and a Fund’s ability to achieve its investment objective may be adversely affected.","page_number":35,"box":{"x":89,"y":191,"width":644,"height":13}},{"id":"3a3dd01c-e4ac-4c99-9840-ee2437eb8b30","block_type":"box","text":"The Shanghai Connect program, launched in November 2014, and the Shenzhen Connect program, launched in December","page_number":35,"box":{"x":88,"y":218,"width":857,"height":12}},{"id":"5765e6ea-4cc3-41ce-85c3-d56562a00ab1","block_type":"box","text":"2016, do not have an extensive operating history. Stock Connect is subject to regulations promulgated by regulatory","page_number":35,"box":{"x":89,"y":233,"width":812,"height":12}},{"id":"c536dcbd-6df9-451f-9d4e-594fb72371a3","block_type":"box","text":"authorities and implementation rules made by the stock exchanges in the PRC and Hong Kong. There is no certainty as to","page_number":35,"box":{"x":89,"y":248,"width":850,"height":12}},{"id":"3fe499ef-5f58-416b-906c-2ec22752651a","block_type":"box","text":"how the current regulations will be applied or interpreted going forward, and new or revised regulations may be issued from","page_number":35,"box":{"x":89,"y":263,"width":868,"height":12}},{"id":"5a5bfc39-58d3-4472-8312-a0d4ce90f45e","block_type":"box","text":"time to time by the regulators and stock exchanges in China and Hong Kong in connection with operations, legal","page_number":35,"box":{"x":88,"y":278,"width":789,"height":13}},{"id":"bdd6f9b0-4f1f-4a14-8993-845daccdc88e","block_type":"box","text":"enforcement and cross-border trades under Stock Connect. In addition, there can be no assurance that Stock Connect will","page_number":35,"box":{"x":89,"y":293,"width":855,"height":12}},{"id":"b69a7ee6-870c-4e45-a092-75602b774016","block_type":"box","text":"not be discontinued. A Fund may be adversely affected as a result of such changes. Furthermore, the securities regimes and","page_number":35,"box":{"x":89,"y":308,"width":866,"height":13}},{"id":"4830c7e4-4c6a-45c3-8866-18a32888b7da","block_type":"box","text":"legal systems of China and Hong Kong differ significantly and issues may arise based on these differences. Further, different","page_number":35,"box":{"x":89,"y":324,"width":863,"height":12}},{"id":"54b0eec1-5152-456a-92bd-84b989e3acd5","block_type":"box","text":"fees, costs and taxes are imposed on foreign investors acquiring A-shares through Stock Connect, and these fees, costs and","page_number":35,"box":{"x":88,"y":339,"width":866,"height":12}},{"id":"0865cc77-b804-4a14-b708-b7acb0252c4f","block_type":"box","text":"taxes may be higher than comparable fees, costs and taxes imposed on owners of other Chinese securities providing similar","page_number":35,"box":{"x":88,"y":354,"width":868,"height":12}},{"id":"6ca84141-ffbd-4c56-b1dc-cf188baabac6","block_type":"box","text":"investment exposure.","page_number":35,"box":{"x":89,"y":370,"width":148,"height":11}},{"id":"93ff552a-c47d-484b-9caf-72f48dbb9ac3","block_type":"box","text":"A-Share Market Suspension Risk","page_number":35,"box":{"x":87,"y":395,"width":229,"height":13}},{"id":"e6ca10d2-1bf0-4ba9-a404-4490ad623a04","block_type":"box","text":". A-shares may only be bought from, or sold to, a Fund at times when the relevant A-shares","page_number":35,"box":{"x":317,"y":395,"width":639,"height":13}},{"id":"0ee4e62a-7990-478b-a748-5a0af17cf21a","block_type":"box","text":"may be sold or purchased on the relevant Chinese stock exchange. The A-shares market can have a higher propensity for","page_number":35,"box":{"x":89,"y":410,"width":848,"height":13}},{"id":"8d60b845-be9e-48c6-82ce-32128148c67e","block_type":"box","text":"trading suspensions than many other global equity markets. Trading suspensions in certain stocks could lead to greater","page_number":35,"box":{"x":88,"y":426,"width":838,"height":12}},{"id":"7c5eed22-1114-42dc-a063-45d36b0ef01d","block_type":"box","text":"market execution risk, valuation risks and liquidity risks and costs for a Fund, as well as for Authorized Participants that","page_number":35,"box":{"x":89,"y":441,"width":832,"height":12}},{"id":"95f9498d-7088-436e-9e4d-461cf79e6579","block_type":"box","text":"create and redeem Creation Units of the Fund. The SSE and SZSE currently apply a daily limit, set at 10%, of the amount of","page_number":35,"box":{"x":89,"y":456,"width":858,"height":12}},{"id":"65176220-3a86-487d-99ed-738d161503c2","block_type":"box","text":"fluctuation permitted in the prices of A-shares during a single trading day. The daily limit refers to price movements only and","page_number":35,"box":{"x":88,"y":471,"width":873,"height":12}},{"id":"3d9a9d7e-f4e4-44a0-9605-aaddeaae27d4","block_type":"box","text":"does not restrict trading within the relevant limit. There can be no assurance that a liquid market on an exchange will exist for","page_number":35,"box":{"x":89,"y":486,"width":879,"height":12}},{"id":"9d04498c-5a0d-45a5-bae1-ff9a1897646a","block_type":"box","text":"any particular A-share or for any particular time. This could increase a Fund’s tracking error and/or cause a Fund to trade in","page_number":35,"box":{"x":89,"y":501,"width":864,"height":13}},{"id":"b9ff8747-5989-4934-a0ca-ce3dd8e0ee60","block_type":"box","text":"the market at greater bid-ask spreads or greater premiums or discounts to the Fund’s NAV. Given that the A-shares market is","page_number":35,"box":{"x":88,"y":516,"width":875,"height":13}},{"id":"cea790e1-9e65-4a2b-a4d1-b747e455762b","block_type":"box","text":"considered volatile and unstable (with the risk of widespread trading suspensions or government intervention), the creation","page_number":35,"box":{"x":89,"y":531,"width":865,"height":13}},{"id":"355c28ed-2438-4a17-a416-e76fef02981f","block_type":"box","text":"and redemption of Creation Units may also be disrupted.","page_number":35,"box":{"x":89,"y":547,"width":395,"height":12}},{"id":"15a3f993-ced5-4df4-bf92-367fa1a75cd0","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":35,"box":{"x":89,"y":573,"width":295,"height":12}},{"id":"83ef032c-4429-47fa-b2af-346972e67909","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":35,"box":{"x":393,"y":573,"width":544,"height":12}},{"id":"a7b5df67-e394-4f18-9b45-dca0652cd16b","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":35,"box":{"x":89,"y":588,"width":585,"height":12}},{"id":"675c4672-7500-4482-92df-0efb4e173c7e","block_type":"box","text":"e.g.","page_number":35,"box":{"x":675,"y":591,"width":23,"height":9}},{"id":"3a9067e3-58e3-42a8-b552-08ba89d85a97","block_type":"box","text":", the financial services sector) as the","page_number":35,"box":{"x":700,"y":588,"width":253,"height":12}},{"id":"37ad419e-0706-4f53-8337-ae5824c33238","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":35,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"11b176b6-f3ce-44b9-a37a-79b0922dec66","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":35,"box":{"x":89,"y":618,"width":847,"height":13}},{"id":"2af03bc7-2982-43f6-b1e5-ff901ba385ed","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":35,"box":{"x":89,"y":633,"width":797,"height":13}},{"id":"5133271d-e5d4-436a-8a10-58948c566f98","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":35,"box":{"x":89,"y":649,"width":876,"height":12}},{"id":"f5d4c5ff-1a51-42a5-8d62-2ca0e66cdf7b","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":35,"box":{"x":88,"y":664,"width":848,"height":12}},{"id":"0407bb24-c0e2-411b-902f-61bee1054c5c","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":35,"box":{"x":89,"y":679,"width":832,"height":12}},{"id":"0150c56c-58b3-4534-9b96-d387aaa6390a","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":35,"box":{"x":89,"y":694,"width":828,"height":12}},{"id":"a0813da3-7232-4a6a-b0e8-c2d5881b5b5c","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":35,"box":{"x":89,"y":709,"width":876,"height":12}},{"id":"ce0b3ae0-5041-4f15-9fae-aa1c9545b516","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":35,"box":{"x":89,"y":724,"width":870,"height":13}},{"id":"d35d281f-aac8-4610-b492-03775c760f72","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":35,"box":{"x":89,"y":739,"width":854,"height":13}},{"id":"91146119-ad10-43e3-a288-1d53723a7d81","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":35,"box":{"x":89,"y":754,"width":864,"height":13}},{"id":"2bc3cfcf-76e3-41f0-ae10-8dbdd3e118ed","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":35,"box":{"x":89,"y":770,"width":833,"height":12}},{"id":"3490423f-1ee7-454e-8e21-2d508d851d54","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":35,"box":{"x":89,"y":785,"width":867,"height":12}},{"id":"670f6dcc-6993-4ce1-9782-b19b3f61772e","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":35,"box":{"x":89,"y":800,"width":835,"height":12}},{"id":"0c794896-e00c-4a5a-b336-54a91807fb43","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":35,"box":{"x":89,"y":815,"width":848,"height":12}},{"id":"9a9af049-7228-4548-99f1-114d33e70eda","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":35,"box":{"x":89,"y":830,"width":811,"height":12}},{"id":"a2126f43-d291-4424-97f0-60595d91eaea","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":35,"box":{"x":89,"y":845,"width":861,"height":12}},{"id":"6cdca302-4568-47ee-9b9d-77594e1f5bd9","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":35,"box":{"x":88,"y":860,"width":820,"height":13}},{"id":"b5878265-6101-47fa-9c38-e5af4a2593f6","block_type":"box","text":"18","page_number":35,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"b1c52212-c3b0-492a-b543-9769c58da4d3","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":36,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"18f5a450-c1ec-4e37-a826-9bbaf54160a6","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":36,"box":{"x":89,"y":59,"width":856,"height":12}},{"id":"7c77b61a-aabb-48fe-9419-13d54a23193b","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":36,"box":{"x":89,"y":74,"width":545,"height":12}},{"id":"b71b2f4d-041c-45be-b635-668c929888d5","block_type":"box","text":"Risk of Investing in Japan.","page_number":36,"box":{"x":89,"y":101,"width":184,"height":12}},{"id":"f3bf60b0-e48a-403e-9664-f64521911925","block_type":"box","text":"Japan may be subject to political, economic, labor and other risks. Any of these risks, individually","page_number":36,"box":{"x":281,"y":101,"width":676,"height":12}},{"id":"376ea424-51cc-4b33-adad-25d92f689336","block_type":"box","text":"or in the aggregate, can impact an investment made in Japan.","page_number":36,"box":{"x":89,"y":116,"width":429,"height":12}},{"id":"b22ce9bc-b873-4dc5-8710-eaeceddf00fc","block_type":"box","text":"Currency Risk","page_number":36,"box":{"x":89,"y":142,"width":95,"height":12}},{"id":"1e4174ff-48c1-49d1-b69c-50ce7ecba58f","block_type":"box","text":". The Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports","page_number":36,"box":{"x":184,"y":142,"width":763,"height":12}},{"id":"ed6285db-5412-4432-8646-6b152cc3df4c","block_type":"box","text":"that could weaken the Japanese economy. Japan has, in the past, intervened in the currency markets to attempt to maintain","page_number":36,"box":{"x":88,"y":157,"width":863,"height":13}},{"id":"8d21d805-2194-45f2-9c95-73ef47b9b2ea","block_type":"box","text":"or reduce the value of the yen. Japanese intervention in the currency markets could cause the value of the yen to fluctuate","page_number":36,"box":{"x":89,"y":172,"width":852,"height":13}},{"id":"3e3d7f7c-a66a-4ca5-92b8-3b45d4ff580e","block_type":"box","text":"sharply and unpredictably and could cause losses to investors.","page_number":36,"box":{"x":89,"y":188,"width":436,"height":12}},{"id":"2dce4cab-6fa1-4224-8055-b7a495537c65","block_type":"box","text":"Economic Risk","page_number":36,"box":{"x":88,"y":214,"width":101,"height":10}},{"id":"e1151b1b-33c3-46cf-a008-f08802dedc6a","block_type":"box","text":". The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed","page_number":36,"box":{"x":190,"y":214,"width":752,"height":12}},{"id":"3b1251de-474e-4ee2-8873-73ac1b1e082f","block_type":"box","text":"economies. Since 2000, Japan’s economic growth rate has generally remained low relative to other advanced economies, and","page_number":36,"box":{"x":89,"y":229,"width":876,"height":12}},{"id":"6b3248f3-7ccb-4a26-b9ee-e2741b6dbb9b","block_type":"box","text":"it may remain low in the future. The Japanese economy is heavily dependent on international trade and has been adversely","page_number":36,"box":{"x":89,"y":244,"width":857,"height":13}},{"id":"97b67680-796c-4146-9be1-852afa4f8e4e","block_type":"box","text":"affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic conditions","page_number":36,"box":{"x":89,"y":259,"width":863,"height":13}},{"id":"2b3e831a-b436-4be1-a8ea-a39ed26a07ee","block_type":"box","text":"of its trading partners. Japan is also heavily dependent on oil imports, and higher commodity prices could therefore have a","page_number":36,"box":{"x":89,"y":274,"width":853,"height":13}},{"id":"28abe930-5316-4a4d-a376-288bac072479","block_type":"box","text":"negative impact on the Japanese economy.","page_number":36,"box":{"x":89,"y":290,"width":298,"height":12}},{"id":"a9f7013a-2aca-441d-991c-0101cd58e638","block_type":"box","text":"Geographic Risk","page_number":36,"box":{"x":89,"y":316,"width":113,"height":12}},{"id":"9d961827-d82a-4d43-b1cc-c1f9666a3a23","block_type":"box","text":". Natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could occur in Japan or","page_number":36,"box":{"x":202,"y":316,"width":756,"height":12}},{"id":"50022b39-6399-4fee-8782-b0a65aa0620a","block_type":"box","text":"surrounding areas and could negatively affect the Japanese economy, and, in turn, could negatively affect the Fund.","page_number":36,"box":{"x":89,"y":331,"width":805,"height":12}},{"id":"f2d1301e-d55d-4e53-ba8a-39b03ee678c2","block_type":"box","text":"Labor Risk","page_number":36,"box":{"x":88,"y":358,"width":74,"height":9}},{"id":"a9fb49e4-79fc-4434-bd0f-f62bf953fa35","block_type":"box","text":". Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor","page_number":36,"box":{"x":162,"y":358,"width":791,"height":12}},{"id":"b7c88695-bdc7-4e62-874c-e374545ae7ae","block_type":"box","text":"market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime","page_number":36,"box":{"x":89,"y":373,"width":845,"height":12}},{"id":"91f4f29b-6953-451f-a0bc-b77fb3bd7e18","block_type":"box","text":"employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic","page_number":36,"box":{"x":89,"y":388,"width":786,"height":12}},{"id":"a9bfea0c-3cd7-4b54-badd-c0dddae6e624","block_type":"box","text":"competitiveness.","page_number":36,"box":{"x":89,"y":404,"width":116,"height":11}},{"id":"5e411cb4-5419-40ab-bf30-9e551558b500","block_type":"box","text":"Large Government and Corporate Debt Risk","page_number":36,"box":{"x":88,"y":429,"width":306,"height":13}},{"id":"90d036b7-cc1a-4fb5-b9c3-a7cd310cce1f","block_type":"box","text":". The Japanese economy faces several concerns, including a financial system with","page_number":36,"box":{"x":394,"y":429,"width":568,"height":13}},{"id":"55f92493-07ac-47d1-abf0-c78eabaaff02","block_type":"box","text":"large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major","page_number":36,"box":{"x":89,"y":445,"width":799,"height":12}},{"id":"1c94d79c-a919-4b2b-9d06-ca0eebe34052","block_type":"box","text":"corporations, a changing corporate governance structure, and large government deficits. These issues may cause a","page_number":36,"box":{"x":89,"y":460,"width":806,"height":12}},{"id":"343d7482-783b-42ac-a568-6716354dac24","block_type":"box","text":"slowdown of the Japanese economy.","page_number":36,"box":{"x":89,"y":475,"width":253,"height":12}},{"id":"ddd69b4c-055c-4947-b497-3715a7e52ec7","block_type":"box","text":"Political Risk","page_number":36,"box":{"x":88,"y":501,"width":88,"height":10}},{"id":"5a38466b-fd57-4b85-a520-d3bd510ecf43","block_type":"box","text":". Historically, Japan has had unpredictable national politics and may experience frequent political turnover. Future","page_number":36,"box":{"x":176,"y":501,"width":790,"height":13}},{"id":"ab18ab2d-c7e6-4cee-9d69-7932f7852d33","block_type":"box","text":"political developments may lead to changes in policy that might adversely affect the Fund’s investments. In addition, China","page_number":36,"box":{"x":89,"y":516,"width":859,"height":13}},{"id":"02130b5c-8548-41c7-868d-55431d2759a3","block_type":"box","text":"has become an important trading partner with Japan. Japan’s political relationship with China, however, has been strained.","page_number":36,"box":{"x":89,"y":531,"width":852,"height":13}},{"id":"aa5ac739-fe26-44fa-b13b-f2cb7bc7399a","block_type":"box","text":"Should political tension increase, it could adversely affect the Japanese economy and destabilize the region as a whole.","page_number":36,"box":{"x":88,"y":547,"width":828,"height":12}},{"id":"384f8ccc-d0e7-4dd5-bbee-64a8f34ac8d4","block_type":"box","text":"U.S. Economic Trading Partners Risk.","page_number":36,"box":{"x":89,"y":573,"width":264,"height":12}},{"id":"85ea1a73-903a-4d69-8549-a15571e4a410","block_type":"box","text":"The U.S. is a significant, and in some cases the most significant, trading partner of, or","page_number":36,"box":{"x":362,"y":573,"width":597,"height":12}},{"id":"f46ece61-742b-41d2-a5c4-dcdcc4e24451","block_type":"box","text":"foreign investor in, certain countries in which the Fund invests. As a result, economic conditions of such countries may be","page_number":36,"box":{"x":88,"y":588,"width":853,"height":12}},{"id":"24f2f244-6cc5-483a-a05e-2316cdf52ac4","block_type":"box","text":"particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial","page_number":36,"box":{"x":89,"y":603,"width":803,"height":13}},{"id":"308f10db-a762-43c0-a39f-ae7e8570a822","block_type":"box","text":"regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material","page_number":36,"box":{"x":89,"y":618,"width":838,"height":13}},{"id":"ef9ae112-9a95-4085-adfe-d5daee1386c3","block_type":"box","text":"adverse effect on a country’s economic conditions and, as a result, securities to which the Fund has exposure. Circumstances","page_number":36,"box":{"x":89,"y":633,"width":877,"height":13}},{"id":"01d9648f-dde7-4a9c-acf6-3b4853752701","block_type":"box","text":"could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the","page_number":36,"box":{"x":89,"y":649,"width":838,"height":12}},{"id":"209798aa-919a-4428-88a5-745db3a514f2","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the","page_number":36,"box":{"x":89,"y":664,"width":874,"height":12}},{"id":"3da4ae24-8cb6-4d2d-b194-4cbe06a91a0d","block_type":"box","text":"global financial system.","page_number":36,"box":{"x":89,"y":679,"width":162,"height":12}},{"id":"3732ab8d-0f3c-4db1-8085-1b03346398d5","block_type":"box","text":"There are strained relations between the U.S. and a number of foreign countries. If these relations were to worsen, it could","page_number":36,"box":{"x":88,"y":705,"width":854,"height":13}},{"id":"1fe74fc9-7cfa-46c5-b726-1a36708fa0d4","block_type":"box","text":"adversely affect U.S. issuers as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased","page_number":36,"box":{"x":89,"y":720,"width":873,"height":13}},{"id":"e233c43c-bffa-42b8-bb7d-95892a393d63","block_type":"box","text":"internal unrest and discord. If this trend were to continue, it may have an adverse impact on the U.S. economy and many of","page_number":36,"box":{"x":89,"y":736,"width":862,"height":12}},{"id":"1d4e2b75-6be5-4dff-a87a-7fd51075d05e","block_type":"box","text":"the issuers in which a Fund invests.","page_number":36,"box":{"x":88,"y":751,"width":247,"height":9}},{"id":"df84c915-000d-4e2b-b6fe-8295e35a430c","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":36,"box":{"x":89,"y":777,"width":397,"height":12}},{"id":"1fad3a2a-d49a-4169-bfc2-bbf4e8f5d81f","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":36,"box":{"x":495,"y":777,"width":446,"height":12}},{"id":"780f1cca-5469-45df-a552-de7abfd2c2bd","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":36,"box":{"x":89,"y":792,"width":861,"height":13}},{"id":"c54711af-1387-4d63-bcdb-3ada9279e512","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":36,"box":{"x":89,"y":807,"width":872,"height":13}},{"id":"73d4ae2b-63d4-4b49-b251-d740f8a6d4e5","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":36,"box":{"x":89,"y":822,"width":850,"height":13}},{"id":"dd6ebff0-996b-412e-bbd4-a15a18d03de2","block_type":"box","text":"related services, automobiles, hotels and motels, and fast food and other restaurants) are subject to the risk that their","page_number":36,"box":{"x":89,"y":838,"width":822,"height":12}},{"id":"48e955c0-13c2-49aa-81f0-386b104c6926","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":36,"box":{"x":89,"y":853,"width":827,"height":12}},{"id":"eaa61f04-f651-4a2a-b34f-166d68f2e1ad","block_type":"box","text":"19","page_number":36,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"34c1ee35-1136-464d-bb98-757bc43e6f37","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":37,"box":{"x":89,"y":44,"width":850,"height":12}},{"id":"fe52b7d5-dce0-44ed-8334-da0b9a6b60a9","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":37,"box":{"x":89,"y":59,"width":838,"height":12}},{"id":"5a4a82d4-be05-4c57-9929-4c20fcd1791d","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":37,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"b1dda519-2a7f-4311-aed9-08fd9010078f","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":37,"box":{"x":89,"y":89,"width":823,"height":13}},{"id":"f9849d19-defa-45aa-9666-eca6c991ead2","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":37,"box":{"x":89,"y":104,"width":834,"height":13}},{"id":"ded03844-4394-4623-915b-c58cf37163ad","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":37,"box":{"x":89,"y":119,"width":741,"height":13}},{"id":"1743f1a7-e70b-4de7-b14a-d1c8439e701f","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":37,"box":{"x":89,"y":146,"width":352,"height":12}},{"id":"084bae82-69c5-4e74-ba1b-65e34119a291","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":37,"box":{"x":450,"y":146,"width":504,"height":12}},{"id":"8ce2d6c5-3dce-4b61-af9d-1ace9d8cfb84","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":37,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"d4f80699-f4d2-415f-b562-6b5b8a4d2663","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":37,"box":{"x":89,"y":176,"width":848,"height":13}},{"id":"82112c09-b553-4550-8ab3-2b0dd72f3724","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":37,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"7506ffd4-2aa1-4b0c-9bb6-0e977e63d84a","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":37,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"f03f35fe-9351-4613-9088-2abec290884d","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":37,"box":{"x":88,"y":222,"width":849,"height":12}},{"id":"54309800-3cec-4781-ae8f-5d66c3e3c190","block_type":"box","text":"adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks","page_number":37,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"d03030c7-ee26-46d4-a046-d7c2305dc705","block_type":"box","text":"pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a","page_number":37,"box":{"x":89,"y":252,"width":847,"height":12}},{"id":"a8563c51-2bf1-428d-8d56-fe381d592e29","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":37,"box":{"x":89,"y":267,"width":838,"height":12}},{"id":"c630c0fe-3f2a-475f-9960-c216b442389a","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":37,"box":{"x":89,"y":282,"width":864,"height":12}},{"id":"e1dc8afc-4446-4b99-a87e-c0913e452ad7","block_type":"box","text":"Companies in the consumer staples sector may be subject to severe competition, which may also have an adverse impact on","page_number":37,"box":{"x":89,"y":297,"width":872,"height":12}},{"id":"19407096-67d6-4be7-ae10-6fc03d9ba66f","block_type":"box","text":"their profitability.","page_number":37,"box":{"x":88,"y":312,"width":118,"height":13}},{"id":"1adf2598-18f7-46f8-b333-e748d2e8f315","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":37,"box":{"x":89,"y":339,"width":270,"height":12}},{"id":"a28f3d41-8d11-453c-86a3-c8677d48eece","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":37,"box":{"x":369,"y":339,"width":590,"height":12}},{"id":"7de35d52-fd44-4f3c-83fe-9a227196a7fe","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":37,"box":{"x":89,"y":354,"width":788,"height":12}},{"id":"a3d3636c-ea75-4886-b33c-f3677b6eacdc","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":37,"box":{"x":89,"y":369,"width":853,"height":12}},{"id":"a242728a-736f-4af9-aebc-a65eea2add55","block_type":"box","text":"control. Energy companies may have relatively high levels of debt and may be more likely to restructure their businesses if","page_number":37,"box":{"x":89,"y":384,"width":852,"height":12}},{"id":"f7dc16bb-5769-4026-ad6b-e73716f3f244","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in the Fund’s portfolio becomes","page_number":37,"box":{"x":88,"y":399,"width":836,"height":13}},{"id":"21de6b72-10bf-4a8e-87b9-f2aa2a19ae32","block_type":"box","text":"distressed, the Fund could lose all or a substantial portion of its investment. The energy sector is cyclical and is highly","page_number":37,"box":{"x":89,"y":414,"width":821,"height":13}},{"id":"4e4abc0d-0549-43b8-9bcd-3de9a9657940","block_type":"box","text":"dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long periods of","page_number":37,"box":{"x":89,"y":429,"width":846,"height":13}},{"id":"57ff7b63-9f0e-45db-8f61-7b91948424c4","block_type":"box","text":"time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries","page_number":37,"box":{"x":88,"y":445,"width":874,"height":12}},{"id":"0ed25c63-40e7-4a9f-928e-ad60c79ff2b1","block_type":"box","text":"(“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the","page_number":37,"box":{"x":89,"y":460,"width":820,"height":12}},{"id":"39a9c505-4a0c-4a58-a6b6-2168041acb4c","block_type":"box","text":"regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical conflicts,","page_number":37,"box":{"x":89,"y":475,"width":864,"height":12}},{"id":"308de155-be46-4026-8042-2ba0ee458839","block_type":"box","text":"and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by","page_number":37,"box":{"x":89,"y":490,"width":823,"height":12}},{"id":"0c949711-716d-4dc0-84c0-0704b9076ec5","block_type":"box","text":"terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability from","page_number":37,"box":{"x":88,"y":505,"width":870,"height":12}},{"id":"95228459-3747-4a8b-83f0-760528d74370","block_type":"box","text":"accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and gas","page_number":37,"box":{"x":89,"y":520,"width":859,"height":12}},{"id":"5f7e6fa1-da3c-451a-ad2c-c789cb071893","block_type":"box","text":"deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition to","page_number":37,"box":{"x":89,"y":535,"width":860,"height":13}},{"id":"857964b5-d081-4f5e-9c09-1b28b1981341","block_type":"box","text":"the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":37,"box":{"x":88,"y":550,"width":861,"height":13}},{"id":"3a6bc333-6e3d-4b66-a6f7-b5ea082024a1","block_type":"box","text":"may operate, has experienced conflict and unrest. Companies in the energy sector may also be adversely affected by changes","page_number":37,"box":{"x":89,"y":565,"width":876,"height":13}},{"id":"f1f04ba9-4e28-4b4e-8456-87a9bec8ef84","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":37,"box":{"x":89,"y":581,"width":836,"height":12}},{"id":"6690afe0-e276-4133-9805-4a828b8738d5","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":37,"box":{"x":89,"y":596,"width":755,"height":12}},{"id":"1b27eab5-4575-4dd4-8c73-eab9ca844937","block_type":"box","text":"e.g","page_number":37,"box":{"x":845,"y":599,"width":20,"height":9}},{"id":"03cf1232-969d-4ac3-af40-36bf8905dadb","block_type":"box","text":".,","page_number":37,"box":{"x":866,"y":604,"width":6,"height":3}},{"id":"a62527a0-1c83-419b-a5ff-f5003e0ccb74","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":37,"box":{"x":89,"y":611,"width":849,"height":12}},{"id":"772480ae-2cfd-4705-986a-dd71cc5a7410","block_type":"box","text":"and repatriation of capital, military coups, social unrest, violence or labor unrest). Because a significant portion of revenues of","page_number":37,"box":{"x":89,"y":626,"width":879,"height":12}},{"id":"871d3897-6edd-4d36-8a23-3f494d6dd703","block_type":"box","text":"companies in this sector is derived from a relatively small number of customers that are largely composed of governmental","page_number":37,"box":{"x":89,"y":641,"width":860,"height":12}},{"id":"cafb9879-1e14-4765-b1aa-040476bf49ec","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":37,"box":{"x":89,"y":656,"width":873,"height":13}},{"id":"cdf831c1-13af-4f5c-a68a-ab63896eb97f","block_type":"box","text":"sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every aspect of","page_number":37,"box":{"x":89,"y":671,"width":878,"height":13}},{"id":"8d969314-6a04-4dec-9fed-8e165d046b56","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":37,"box":{"x":88,"y":686,"width":839,"height":13}},{"id":"0bd2030f-e960-4c81-9224-601ce07a7614","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":37,"box":{"x":88,"y":702,"width":858,"height":12}},{"id":"83ae3796-0f2a-46b5-acbb-326eb09b5375","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":37,"box":{"x":89,"y":717,"width":611,"height":12}},{"id":"bc033b31-db9e-44f9-8e66-391774e21235","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":37,"box":{"x":88,"y":743,"width":831,"height":12}},{"id":"f0c5a4ad-3738-43ea-ba53-1dfdbbc055be","block_type":"box","text":"February 24, 2022 led to further disruptions and increased volatility in the energy and commodity futures markets due to","page_number":37,"box":{"x":89,"y":758,"width":843,"height":13}},{"id":"3d92cce6-4ebb-42be-9617-d0fd25f2b8c8","block_type":"box","text":"actual and potential disruptions in the supply and demand for certain commodities, including oil and natural gas. The U.S.","page_number":37,"box":{"x":89,"y":773,"width":853,"height":13}},{"id":"71425cc9-c180-4480-99e2-23781e116672","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":37,"box":{"x":89,"y":788,"width":875,"height":13}},{"id":"04b26ff0-2ace-4172-99da-b2bc04a0fa16","block_type":"box","text":"on imports of oil, natural gas and coal. The effect of the current sanctions and restrictions, as well as the extent and duration","page_number":37,"box":{"x":89,"y":804,"width":871,"height":12}},{"id":"d9e5eec7-4abc-4efc-bb9c-0ba8fc2032f3","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":37,"box":{"x":89,"y":819,"width":873,"height":12}},{"id":"53ad9700-d284-4b6e-a709-dbe257b56a30","block_type":"box","text":"predict and depend on a number of factors. The effect of these events or any related developments could be significant and","page_number":37,"box":{"x":89,"y":834,"width":864,"height":12}},{"id":"5d062fd5-da66-4a59-b644-61ad5b6f6550","block_type":"box","text":"may have a severe adverse effect on the performance of the Fund.","page_number":37,"box":{"x":89,"y":849,"width":460,"height":12}},{"id":"db770d09-ff62-4aa3-9446-a4635642f2d2","block_type":"box","text":"20","page_number":37,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a8f02404-b057-41cd-aadf-3399035bc754","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":38,"box":{"x":89,"y":44,"width":292,"height":12}},{"id":"18c3d103-2709-4fbf-83be-78545c69ae59","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":38,"box":{"x":391,"y":44,"width":533,"height":12}},{"id":"65a2f212-6000-4871-a2aa-a03810e37841","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":38,"box":{"x":89,"y":59,"width":836,"height":12}},{"id":"eb3e3702-5b4d-450e-af1e-a72073dfa862","block_type":"box","text":"companies (","page_number":38,"box":{"x":89,"y":74,"width":85,"height":12}},{"id":"aab110c3-cace-4c04-9e23-f42c5235828c","block_type":"box","text":"e.g.","page_number":38,"box":{"x":175,"y":77,"width":23,"height":9}},{"id":"54cb2341-be92-40f7-85fe-c2642d490e37","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":38,"box":{"x":200,"y":74,"width":706,"height":12}},{"id":"aa59071c-5cbc-4732-99d3-a64430bdc7c7","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":38,"box":{"x":88,"y":89,"width":491,"height":13}},{"id":"3d4b909b-bfae-4c01-a7c4-390cca8794b5","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":38,"box":{"x":89,"y":116,"width":865,"height":12}},{"id":"0023b3b9-daae-4ee6-8684-d4a74007d496","block_type":"box","text":"ability to earn a profit from a given line of business. Government regulation may change frequently and may have significant","page_number":38,"box":{"x":89,"y":131,"width":869,"height":12}},{"id":"b66dfe49-ecf1-4d0a-a55e-d7140e09fc5c","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":38,"box":{"x":89,"y":146,"width":813,"height":12}},{"id":"69556399-67f7-4ba6-90b8-24c751220bb4","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":38,"box":{"x":89,"y":161,"width":877,"height":12}},{"id":"047ccfbb-b305-4fe1-a9f7-cab8b2d4897c","block_type":"box","text":"the companies in which the Fund invests, including legislation in many countries that may increase government regulation,","page_number":38,"box":{"x":88,"y":176,"width":862,"height":13}},{"id":"d95549e5-d5ae-497d-bb1b-6231ad28284c","block_type":"box","text":"repatriation and other intervention. The impact of governmental intervention and legislative changes on any individual","page_number":38,"box":{"x":89,"y":191,"width":827,"height":13}},{"id":"99e77ed9-eab6-440c-b7e5-f7aa53d23d19","block_type":"box","text":"financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies has been","page_number":38,"box":{"x":88,"y":206,"width":871,"height":13}},{"id":"9c29fd64-8ee8-4eb9-9c0b-10bd3a6b2e79","block_type":"box","text":"and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including interest","page_number":38,"box":{"x":89,"y":222,"width":853,"height":12}},{"id":"e32907a4-6ec6-4fa7-b10b-a4aca4be3700","block_type":"box","text":"rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including","page_number":38,"box":{"x":89,"y":237,"width":833,"height":12}},{"id":"31b24082-d84e-415d-876b-9841645c109e","block_type":"box","text":"market share and price competition. Financial companies in foreign countries are subject to market-specific and general","page_number":38,"box":{"x":89,"y":252,"width":839,"height":12}},{"id":"ebeaab25-f178-4a2b-b16a-5223a9071917","block_type":"box","text":"regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and","page_number":38,"box":{"x":89,"y":267,"width":872,"height":12}},{"id":"73d6da44-5058-4d07-bfd3-5f8fc8ae3c91","block_type":"box","text":"controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices and","page_number":38,"box":{"x":89,"y":282,"width":810,"height":12}},{"id":"94293b39-32c6-40ae-90da-98b882c6bcb4","block_type":"box","text":"restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and potential","page_number":38,"box":{"x":89,"y":297,"width":870,"height":12}},{"id":"0a5a8ae4-f830-4b3d-ace1-a6a65f778e73","block_type":"box","text":"theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their","page_number":38,"box":{"x":88,"y":312,"width":847,"height":13}},{"id":"4e62986a-dd56-4642-8912-8cd73636e49f","block_type":"box","text":"businesses.","page_number":38,"box":{"x":89,"y":327,"width":78,"height":10}},{"id":"89f6c320-4772-4cbe-8400-8df710fe35be","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":38,"box":{"x":88,"y":354,"width":879,"height":12}},{"id":"7259ba87-3e86-4fc9-98c4-c348bffc7107","block_type":"box","text":"and cost of capital funds and can fluctuate significantly when interest rates change; for instance, when interest rates go up,","page_number":38,"box":{"x":89,"y":369,"width":863,"height":12}},{"id":"a144ef80-5bc2-4c96-becc-8a44d5c26af3","block_type":"box","text":"the value of securities issued by many types of companies in the financials sector generally goes down. In other words,","page_number":38,"box":{"x":88,"y":384,"width":831,"height":12}},{"id":"b1baea98-834c-4af5-802a-1e4402cead67","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":38,"box":{"x":88,"y":399,"width":873,"height":13}},{"id":"6cf5c795-85a8-4512-9d8b-4fafe0437501","block_type":"box","text":"interest rates, which may restrict the availability and increase the cost of capital, and during periods of declining economic","page_number":38,"box":{"x":89,"y":414,"width":855,"height":13}},{"id":"12c8ac76-5dd9-431a-adb1-07612e9a193b","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":38,"box":{"x":89,"y":429,"width":730,"height":13}},{"id":"dfa9a15a-73ea-4d5b-a063-87fd36b9bd3b","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":38,"box":{"x":89,"y":456,"width":845,"height":12}},{"id":"547c280c-d0f0-43cb-b926-a47ec7d3b8ce","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":38,"box":{"x":89,"y":471,"width":835,"height":12}},{"id":"571b0273-ded5-41df-9985-6e35a9d84e52","block_type":"box","text":"exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree,","page_number":38,"box":{"x":89,"y":486,"width":831,"height":12}},{"id":"3ac2882e-2912-4c4b-aeb7-ace1db1a6c5e","block_type":"box","text":"including through swaps and other derivatives products, and who at times may be unable to meet their obligations to the","page_number":38,"box":{"x":89,"y":501,"width":850,"height":13}},{"id":"6d98ced9-d337-4eb1-85e1-9b4670973b50","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":38,"box":{"x":88,"y":516,"width":821,"height":13}},{"id":"0e11f6ad-2395-476c-8ae4-f74bb354ef40","block_type":"box","text":"counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect","page_number":38,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"4b376704-9b72-4c95-8c9b-6aeeb4a6cf79","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":38,"box":{"x":89,"y":547,"width":836,"height":12}},{"id":"36b6d273-38e3-4640-a1a9-f65fbe2ba874","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":38,"box":{"x":89,"y":562,"width":841,"height":12}},{"id":"b776c1f7-4ad2-4caf-bb51-797e7eda2b57","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":38,"box":{"x":89,"y":577,"width":814,"height":12}},{"id":"78d37d40-1cee-44eb-a300-9a248da8a2bd","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":38,"box":{"x":89,"y":592,"width":827,"height":12}},{"id":"1392c6e7-64a7-41b1-b907-36a9eee3eaca","block_type":"box","text":"access, such as adverse overall economic conditions or a negative perception in the capital markets of a financial company’s","page_number":38,"box":{"x":89,"y":607,"width":870,"height":12}},{"id":"95c134b3-8c33-4ffc-82b8-d74afba563f7","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":38,"box":{"x":88,"y":622,"width":837,"height":12}},{"id":"818486f6-a1b6-49f3-b5c0-9b7dc828542c","block_type":"box","text":"impact on a broad range of financial markets, causing certain financial companies to incur large losses. In these conditions,","page_number":38,"box":{"x":89,"y":637,"width":862,"height":13}},{"id":"8698ea8f-5df3-457b-a46b-aca31d182b2a","block_type":"box","text":"companies in the financials sector may experience significant declines in the valuation of their assets, take actions to raise","page_number":38,"box":{"x":89,"y":652,"width":853,"height":13}},{"id":"b718759e-5a6c-41b6-8358-1d476f799fb6","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":38,"box":{"x":89,"y":668,"width":865,"height":12}},{"id":"6177284c-49a5-4bfc-8358-6070a3c13760","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":38,"box":{"x":89,"y":683,"width":863,"height":12}},{"id":"ad06d964-b8a4-4a60-a2d3-4f2f7bb7583a","block_type":"box","text":"government intervention. In addition, there is no guarantee that governments will provide any such relief in the future. These","page_number":38,"box":{"x":89,"y":698,"width":872,"height":12}},{"id":"a7243afd-1095-4b47-bdc8-12e3c50e32e7","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":38,"box":{"x":89,"y":713,"width":665,"height":12}},{"id":"77eca93c-b3d7-4dda-becb-db5b91a9ae25","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":38,"box":{"x":89,"y":739,"width":299,"height":13}},{"id":"f7078bc8-1cb3-45fc-bb3b-250ce0951ed9","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":38,"box":{"x":397,"y":739,"width":557,"height":13}},{"id":"f45cb4c9-3b28-4f29-8e12-2e3db59b352f","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":38,"box":{"x":89,"y":754,"width":839,"height":13}},{"id":"3a05bfd9-f912-4827-99cf-98e60651a19d","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":38,"box":{"x":88,"y":770,"width":834,"height":12}},{"id":"4b3ecd04-37f5-43b9-b555-c32db2b2643a","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":38,"box":{"x":89,"y":785,"width":816,"height":12}},{"id":"cec39674-a8b8-4b6d-ac1b-de9a2ecf5c54","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":38,"box":{"x":89,"y":800,"width":849,"height":12}},{"id":"3513e5d5-7b32-436e-a0bd-5a5d144c8cd7","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":38,"box":{"x":89,"y":826,"width":863,"height":13}},{"id":"b8eae336-84f0-4011-b3b0-57b2b8136ac3","block_type":"box","text":"that are typically sold at a lower price than the patented product, which can cause the original developer of the product to","page_number":38,"box":{"x":88,"y":841,"width":854,"height":13}},{"id":"da670d5b-5a30-4900-80ee-aba4562e6683","block_type":"box","text":"21","page_number":38,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"dff644a7-796c-4b2d-8fe3-1ece2fec531e","block_type":"box","text":"lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a","page_number":39,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"8799b2be-3784-4825-bb51-d65da10e0357","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":39,"box":{"x":89,"y":59,"width":621,"height":12}},{"id":"f79bf82f-f039-450c-97b6-39d3c77ad9f8","block_type":"box","text":"In addition, because the products and services of many companies in the healthcare sector affect the health and well-being","page_number":39,"box":{"x":89,"y":85,"width":862,"height":13}},{"id":"53741891-79a4-49cc-b17a-14f8616e6ac1","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":39,"box":{"x":89,"y":101,"width":860,"height":12}},{"id":"8c4ac1af-3741-409f-9f83-fc9c2b50b679","block_type":"box","text":"claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may","page_number":39,"box":{"x":89,"y":116,"width":842,"height":12}},{"id":"6cbd6925-72e9-47da-ab2d-0d36653416a1","block_type":"box","text":"result in price discounting. Many new products in the healthcare sector may be subject to regulatory approvals. The process","page_number":39,"box":{"x":89,"y":131,"width":868,"height":12}},{"id":"5df22639-4412-47bc-88c7-f724e8e38891","block_type":"box","text":"of obtaining such approvals may be long and costly, which can result in increased development costs, delayed cost recovery","page_number":39,"box":{"x":89,"y":146,"width":867,"height":12}},{"id":"59c012dd-f5e2-48d8-ade9-14deae90498a","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":39,"box":{"x":89,"y":161,"width":845,"height":12}},{"id":"18d802c7-f948-43e7-885b-529bbadd6842","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":39,"box":{"x":89,"y":176,"width":857,"height":13}},{"id":"a8984677-649f-4dac-8501-1d84f05f69c3","block_type":"box","text":"diminish the opportunity for a company to profit from a new product or to bring a new product to market, which could have","page_number":39,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"7df1f3c7-daab-48da-a27e-b7bd45221f08","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":39,"box":{"x":89,"y":206,"width":811,"height":13}},{"id":"7c6a4f1a-47ba-4f74-b0e1-68cdc5cb910d","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":39,"box":{"x":89,"y":222,"width":834,"height":12}},{"id":"e6c5dcf7-ee80-4219-8737-d838e9f12c0c","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":39,"box":{"x":89,"y":237,"width":878,"height":12}},{"id":"8d9d52a0-b0f5-45ff-ac87-c8d50c1b1cae","block_type":"box","text":"in governmental policies or laws. Changes in governmental policies or laws may span a wide range of topics, including cost","page_number":39,"box":{"x":89,"y":252,"width":861,"height":12}},{"id":"63803f7e-df2c-43fb-85be-e74273c3a321","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":39,"box":{"x":89,"y":267,"width":844,"height":12}},{"id":"f8772eb2-c58a-4053-a816-ab3fc4d5db3e","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":39,"box":{"x":89,"y":282,"width":845,"height":12}},{"id":"af9722c2-5ba0-4294-b646-d7a1f28881dd","block_type":"box","text":"legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what","page_number":39,"box":{"x":89,"y":297,"width":841,"height":12}},{"id":"a9da8156-98a5-4125-8afc-63c4e387c672","block_type":"box","text":"proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.","page_number":39,"box":{"x":89,"y":312,"width":793,"height":13}},{"id":"03756d10-597d-42b4-9cb7-ede109a2cfc2","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":39,"box":{"x":88,"y":339,"width":872,"height":12}},{"id":"d850cb52-e67f-4de1-8f7d-c532bd99d867","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":39,"box":{"x":89,"y":354,"width":861,"height":12}},{"id":"84967504-3c96-4488-92fb-9d8c7436ee0f","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":39,"box":{"x":89,"y":369,"width":828,"height":12}},{"id":"34fe9032-7ffd-4b6d-9809-e12e1a79ac62","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":39,"box":{"x":89,"y":384,"width":788,"height":12}},{"id":"bdee9e62-e655-432f-87df-326997d853ab","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":39,"box":{"x":89,"y":399,"width":821,"height":13}},{"id":"084818df-8984-48fc-bcf0-a45e9716403e","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":39,"box":{"x":89,"y":414,"width":786,"height":13}},{"id":"ecd6048f-2142-4636-aaed-02f274381b39","block_type":"box","text":"Risk of Investing in the Industrials Sector.","page_number":39,"box":{"x":89,"y":441,"width":297,"height":12}},{"id":"5b1c40cd-1e55-4b86-9f4b-303435640a2f","block_type":"box","text":"The value of securities issued by companies in the industrials sector may be","page_number":39,"box":{"x":395,"y":441,"width":530,"height":12}},{"id":"1372c796-fffd-4789-ae3e-23ed450510b1","block_type":"box","text":"adversely affected by supply of and demand for both their specific products or services and for industrials sector products in","page_number":39,"box":{"x":89,"y":456,"width":869,"height":12}},{"id":"48f45508-46c7-4f48-b684-8bb5f0bb8b92","block_type":"box","text":"general. The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":39,"box":{"x":89,"y":471,"width":848,"height":12}},{"id":"94f7774c-ebd8-4765-9158-b707e1ba4205","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":39,"box":{"x":88,"y":486,"width":844,"height":12}},{"id":"0ca44571-f8c3-4184-ba20-eec4a1fb6550","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":39,"box":{"x":89,"y":501,"width":824,"height":13}},{"id":"0bffb262-0d07-4e3c-999d-15a88ec7c8e8","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. For example, commodity price","page_number":39,"box":{"x":89,"y":516,"width":852,"height":13}},{"id":"643c3d2b-79c6-4568-bf3a-90ea18fda24e","block_type":"box","text":"declines and unit volume reductions resulting from an over-supply of materials used in the industrials sector can adversely","page_number":39,"box":{"x":89,"y":531,"width":858,"height":13}},{"id":"9711478d-90aa-4098-a79b-5a96f9a045cc","block_type":"box","text":"affect the sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage,","page_number":39,"box":{"x":89,"y":547,"width":837,"height":12}},{"id":"aebca6cf-93e2-47ad-a7f6-50403f57f4ba","block_type":"box","text":"product liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":39,"box":{"x":89,"y":562,"width":751,"height":12}},{"id":"7b96d673-087e-4b78-afc0-4c88061e27dd","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":39,"box":{"x":89,"y":588,"width":288,"height":12}},{"id":"e25322d4-3701-40d0-a8ab-7909fb6456a4","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":39,"box":{"x":386,"y":588,"width":568,"height":12}},{"id":"1f802bdc-0153-4887-92d2-fc604baafcb0","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":39,"box":{"x":88,"y":603,"width":824,"height":13}},{"id":"fd4ee426-0db1-4ce8-a893-4dc67ac781e1","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":39,"box":{"x":89,"y":618,"width":878,"height":13}},{"id":"25db2fe2-aa63-4b58-81bb-ae37b046c141","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which the Fund has exposure.","page_number":39,"box":{"x":89,"y":633,"width":837,"height":13}},{"id":"c0f4cb86-bd31-458e-bd1b-03374c384a07","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":39,"box":{"x":89,"y":649,"width":801,"height":12}},{"id":"fca7f9d2-0dc0-4c29-bcf4-5491b7849b31","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":39,"box":{"x":89,"y":664,"width":832,"height":12}},{"id":"d6d2d754-3b18-43cf-b472-fcccd31fa406","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":39,"box":{"x":89,"y":679,"width":783,"height":12}},{"id":"445c9431-83b7-4774-b5af-87ebac536fa1","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":39,"box":{"x":89,"y":705,"width":313,"height":13}},{"id":"f030f262-4349-4891-bc42-be44a39dc681","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":39,"box":{"x":411,"y":705,"width":520,"height":13}},{"id":"b321f08d-fe31-4546-8e8b-9bd134d1f138","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":39,"box":{"x":89,"y":720,"width":867,"height":13}},{"id":"a5fa8216-c67d-4408-b480-70e795ae346f","block_type":"box","text":"Estate Companies”). Investing in Real Estate Companies exposes investors to the risks of owning real estate directly, as well","page_number":39,"box":{"x":89,"y":736,"width":859,"height":12}},{"id":"4b96a02d-9466-4bb8-97b5-6a6e3a053fe0","block_type":"box","text":"as to risks that relate specifically to the way in which Real Estate Companies are organized and operated. The real estate","page_number":39,"box":{"x":89,"y":751,"width":837,"height":12}},{"id":"50ec92ac-14e3-4ffd-94fe-aa18702e681f","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":39,"box":{"x":89,"y":766,"width":819,"height":12}},{"id":"51d389bf-23a7-42b1-b2d8-a3f90ad1ffa4","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":39,"box":{"x":89,"y":781,"width":869,"height":12}},{"id":"32e0316d-a5d6-4e30-a929-b283ebd7bfea","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":39,"box":{"x":88,"y":796,"width":439,"height":12}},{"id":"5de04555-22cf-42e4-b60b-166d8ca4996f","block_type":"box","text":"Concentration Risk.","page_number":39,"box":{"x":89,"y":822,"width":134,"height":10}},{"id":"3dca8541-9af1-47e6-bdd7-7e0d25484b05","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":39,"box":{"x":230,"y":822,"width":718,"height":13}},{"id":"adc45cd5-bfe0-4e03-9037-a6941fc2dcdd","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":39,"box":{"x":89,"y":838,"width":854,"height":12}},{"id":"f43ba707-51f2-4953-aa9b-c938c724207d","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":39,"box":{"x":89,"y":853,"width":416,"height":12}},{"id":"2d8aa6b5-218e-48ff-9114-e24fa62bd50f","block_type":"box","text":"22","page_number":39,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5224e382-a3ef-4ece-8138-3bbfb341b9c2","block_type":"box","text":"Distressed Investment Risk.","page_number":40,"box":{"x":88,"y":44,"width":189,"height":10}},{"id":"d933c557-1cce-4e72-8375-a0a7afe5d2a8","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":40,"box":{"x":284,"y":44,"width":595,"height":12}},{"id":"2c6e7734-1fdb-47ba-af5a-569a282aaaef","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":40,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"a15c2aca-9270-401d-95d4-22e0e23268d0","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":40,"box":{"x":89,"y":74,"width":806,"height":12}},{"id":"5acb9926-9988-4833-894a-287a8825db74","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":40,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"88d19b77-541e-4c07-939a-93ed8c2924fe","block_type":"box","text":"the securities of companies with higher credit and market risk due to financial or operational difficulties. Higher risk securities","page_number":40,"box":{"x":88,"y":104,"width":879,"height":13}},{"id":"cead35e6-258f-43b7-bda4-48b7a09fa344","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":40,"box":{"x":89,"y":119,"width":587,"height":13}},{"id":"c82893cc-f24c-4c37-b87e-f5a3e37b6180","block_type":"box","text":"Illiquidity Risk.","page_number":40,"box":{"x":88,"y":146,"width":98,"height":12}},{"id":"0d3c5b23-7bf0-4f24-8de0-94f995b16907","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":40,"box":{"x":193,"y":146,"width":722,"height":12}},{"id":"9c5fb152-ea16-455c-a921-bec7022ab50b","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":40,"box":{"x":89,"y":161,"width":867,"height":12}},{"id":"3259f7a0-14bc-4c5b-b6da-0517c485f7b1","block_type":"box","text":"volatile than, and perform differently from, shares of large-capitalization companies. There may be less trading in Real Estate","page_number":40,"box":{"x":88,"y":176,"width":870,"height":13}},{"id":"e9b4755d-204e-47a7-aeab-ce3a0e096072","block_type":"box","text":"Company shares, which means that buy and sell transactions in those shares could have a magnified impact on share price,","page_number":40,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"06adeb15-6e5e-4ec7-a290-741250e725e0","block_type":"box","text":"resulting in abrupt or erratic price fluctuations. In addition, real estate is relatively illiquid, and, therefore, a Real Estate","page_number":40,"box":{"x":89,"y":206,"width":819,"height":13}},{"id":"2687d4f0-472e-4e33-aab3-c37779b8edf3","block_type":"box","text":"Company may have a limited ability to vary or liquidate properties in response to changes in economic or other conditions.","page_number":40,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"39679fd6-2ec1-4902-bc3e-68104b729b76","block_type":"box","text":"Interest Rate Risk.","page_number":40,"box":{"x":88,"y":248,"width":124,"height":10}},{"id":"d9474ad4-6230-4b2b-8964-e7a0af1f8738","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":40,"box":{"x":218,"y":248,"width":680,"height":12}},{"id":"ceb99673-2569-4639-aa11-7438eaef06b3","block_type":"box","text":"negatively impact a Real Estate Company’s ability to meet its payment obligations. Declining interest rates could result in","page_number":40,"box":{"x":89,"y":263,"width":843,"height":12}},{"id":"7d1de5e9-d176-457d-bea7-f12a9f172596","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":40,"box":{"x":89,"y":278,"width":679,"height":13}},{"id":"12418f22-dd9f-47a9-bb25-af3561fadf76","block_type":"box","text":"Leverage Risk.","page_number":40,"box":{"x":88,"y":305,"width":98,"height":12}},{"id":"eb6c7ed2-0174-4a54-a609-1928ec275a89","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":40,"box":{"x":192,"y":305,"width":774,"height":12}},{"id":"09c729e5-6091-4b64-a0ee-234d4b363107","block_type":"box","text":"and could adversely affect a Real Estate Company’s operations and market value in periods of rising interest rates. Real Estate","page_number":40,"box":{"x":89,"y":320,"width":875,"height":12}},{"id":"ffb54c2f-d040-4137-8761-66bfa8c0ab22","block_type":"box","text":"Companies are also exposed to the risks normally associated with debt financing. Financial covenants related to a Real Estate","page_number":40,"box":{"x":89,"y":335,"width":875,"height":12}},{"id":"5bbe9971-8ef6-4dd0-b522-e65fb85a6e7a","block_type":"box","text":"Company’s leverage may affect the ability of the Real Estate Company to operate effectively. In addition, real property may be","page_number":40,"box":{"x":89,"y":350,"width":872,"height":12}},{"id":"4b10f07a-258f-46bf-852b-1e1969de8bb2","block_type":"box","text":"subject to the quality of credit extended and defaults by borrowers and tenants. If the properties do not generate sufficient","page_number":40,"box":{"x":89,"y":365,"width":857,"height":12}},{"id":"12648d44-095f-44dc-a234-888adb7ff814","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":40,"box":{"x":89,"y":380,"width":877,"height":13}},{"id":"a597d64a-6032-4bcf-925a-8782a2f3c4da","block_type":"box","text":"third-party leasing commissions and other capital expenditures, the income and ability of a Real Estate Company to make","page_number":40,"box":{"x":88,"y":395,"width":851,"height":13}},{"id":"2967f704-c6d8-4e5c-bc3f-960378479643","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":40,"box":{"x":89,"y":410,"width":599,"height":13}},{"id":"1eb982ef-5c2e-4f3f-8eec-bb8b31e43d32","block_type":"box","text":"Loan Foreclosure Risk.","page_number":40,"box":{"x":88,"y":437,"width":154,"height":10}},{"id":"04084227-1706-40ae-aa24-b8930ae10f75","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":40,"box":{"x":249,"y":437,"width":664,"height":12}},{"id":"7556c6b8-e5d1-4647-8ebb-1d31ca2fac1d","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":40,"box":{"x":89,"y":452,"width":870,"height":12}},{"id":"7ac212a8-8a16-4af4-96e4-efe4a85a7ca9","block_type":"box","text":"the length and expense of such proceedings, the validity of the terms of the applicable loan may not be recognized in","page_number":40,"box":{"x":88,"y":467,"width":819,"height":13}},{"id":"70c7fe65-4c1d-4712-a823-02f35ffb4f4d","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":40,"box":{"x":88,"y":482,"width":868,"height":13}},{"id":"cf62edce-3293-4881-ba7e-05e6a620db15","block_type":"box","text":"rights by a Real Estate Company. Parallel proceedings, such as bankruptcy, may also delay resolution and limit the amount of","page_number":40,"box":{"x":89,"y":497,"width":872,"height":13}},{"id":"55a02e22-c7ce-4c4a-a947-b74ee34529b0","block_type":"box","text":"recovery on a foreclosed loan by a Real Estate Company even where the property underlying the loan is liquidated.","page_number":40,"box":{"x":89,"y":513,"width":796,"height":12}},{"id":"efb26ab5-1e5f-42c6-bddc-2a128f9b9f3f","block_type":"box","text":"Management Risk.","page_number":40,"box":{"x":88,"y":539,"width":130,"height":12}},{"id":"cfe6a1dd-3ae7-4e11-bdfc-ed8783f3af3b","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":40,"box":{"x":225,"y":539,"width":733,"height":12}},{"id":"b72e81b1-164e-40a9-b322-fd2d40eec245","block_type":"box","text":"Real Estate Companies are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers","page_number":40,"box":{"x":89,"y":554,"width":872,"height":12}},{"id":"e6bec6da-9366-4475-ba47-7b3a462fec51","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":40,"box":{"x":89,"y":569,"width":838,"height":13}},{"id":"8619267d-72f4-4688-aceb-4a5853d611d8","block_type":"box","text":"conflicts of interest, which may adversely affect a Real Estate Company’s shareholders. A Real Estate Company may also have","page_number":40,"box":{"x":89,"y":584,"width":875,"height":13}},{"id":"83d05ee6-4d94-49cc-8a41-e9504e2c7f69","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":40,"box":{"x":88,"y":599,"width":822,"height":13}},{"id":"ea491357-9c93-444a-b6ce-9a0f29fb9ddc","block_type":"box","text":"properties may be limited.","page_number":40,"box":{"x":89,"y":615,"width":181,"height":12}},{"id":"939034bb-fb33-483f-adef-631ef918c9f9","block_type":"box","text":"Property Risk.","page_number":40,"box":{"x":88,"y":641,"width":94,"height":12}},{"id":"1d670f9d-cbd0-4447-8e09-771ead496fdb","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":40,"box":{"x":189,"y":641,"width":752,"height":12}},{"id":"78ba2758-c53f-4ffe-ac5e-144baacaea8b","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":40,"box":{"x":89,"y":656,"width":794,"height":13}},{"id":"a91fe39c-ee79-42e1-87cc-c558e17ef6b3","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":40,"box":{"x":89,"y":671,"width":867,"height":13}},{"id":"1767a631-a77a-4e76-b3f8-d4ba41d81043","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":40,"box":{"x":89,"y":686,"width":819,"height":13}},{"id":"4523a06b-1376-444f-9580-fb4182ee0c18","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":40,"box":{"x":89,"y":702,"width":860,"height":12}},{"id":"02528ad7-ff01-461b-a392-02a310c790c7","block_type":"box","text":"Regulatory Risk.","page_number":40,"box":{"x":88,"y":728,"width":110,"height":12}},{"id":"377b11f5-1242-49b3-b1bf-ec800e865cc4","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":40,"box":{"x":205,"y":728,"width":754,"height":12}},{"id":"6f5b0db7-273d-4fed-9db5-cf95fa2bbc94","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":40,"box":{"x":89,"y":743,"width":828,"height":12}},{"id":"8016b946-a43f-461f-adb4-7d5a8ed5625c","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":40,"box":{"x":89,"y":758,"width":843,"height":13}},{"id":"5c325b53-c83d-4f2d-b9e9-230b6346014c","block_type":"box","text":"addition, quarterly compliance with regulations limiting the proportion of asset types held by a U.S. REIT may force certain","page_number":40,"box":{"x":89,"y":773,"width":854,"height":13}},{"id":"48f61f2a-86f3-40cb-ba3d-cf50456cf787","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":40,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"17e8f2d2-e3ea-46df-9104-12115b8c98d7","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":40,"box":{"x":89,"y":804,"width":432,"height":12}},{"id":"dc11e27d-767e-4eac-898e-31daf4838624","block_type":"box","text":"Underlying Investment Risk.","page_number":40,"box":{"x":89,"y":830,"width":192,"height":12}},{"id":"458b1176-22ff-49a3-8c70-855b3de460be","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":40,"box":{"x":287,"y":830,"width":626,"height":12}},{"id":"1dd223ab-b222-4aac-93f0-36b3e81da8ce","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":40,"box":{"x":88,"y":845,"width":849,"height":12}},{"id":"9cb613ec-a97b-4d5e-8ee2-0c6e39777f98","block_type":"box","text":"that have higher risks of delinquency and foreclosure than loans on single family homes due to a variety of factors associated","page_number":40,"box":{"x":88,"y":860,"width":877,"height":13}},{"id":"5c8d10fc-f1ff-4d46-a994-ed4898ad249e","block_type":"box","text":"23","page_number":40,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"eba10ebf-6b6b-4299-b02b-bb54333258a1","block_type":"box","text":"with commercial property, including the tie between income available to service debt and productive use of the property. Real","page_number":41,"box":{"x":88,"y":44,"width":877,"height":12}},{"id":"ece5c0c5-0c55-4c22-9713-d1113fbcb4b2","block_type":"box","text":"Estate Companies may also invest in debt instruments and preferred equity that are junior in an issuer’s capital structure and","page_number":41,"box":{"x":89,"y":59,"width":871,"height":12}},{"id":"0c123683-4092-44ee-9158-fd792011436b","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":41,"box":{"x":88,"y":74,"width":868,"height":12}},{"id":"8cf0aef5-38d0-4c33-97ea-34c6b44f2cf6","block_type":"box","text":"greater credit risk of default due to the need to service more senior debt of the issuer. Similarly, preferred equity investments","page_number":41,"box":{"x":89,"y":89,"width":867,"height":13}},{"id":"9fd9c30e-6a74-4ca9-8210-576fce636800","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":41,"box":{"x":89,"y":104,"width":821,"height":13}},{"id":"b6a0ff21-0dcc-4367-8880-2d39f03bbca6","block_type":"box","text":"ranking. Investments in commercial mortgage-backed securities may also be junior in priority in the event of bankruptcy or","page_number":41,"box":{"x":89,"y":119,"width":862,"height":13}},{"id":"d02a2a9e-2ffc-45e8-8b80-2823ea64bac1","block_type":"box","text":"similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral.","page_number":41,"box":{"x":89,"y":135,"width":849,"height":12}},{"id":"f816c606-3129-4a8b-b76f-29bb25a1cd82","block_type":"box","text":"The ability of a holder of junior claims to proceed against a defaulting issuer is circumscribed by the terms of the particular","page_number":41,"box":{"x":88,"y":150,"width":859,"height":12}},{"id":"fbbeba82-62fe-4d41-b3db-0a40dba3ef64","block_type":"box","text":"contractual arrangement, which vary considerably from transaction to transaction.","page_number":41,"box":{"x":89,"y":165,"width":578,"height":12}},{"id":"ee909c99-dd03-4faf-bf63-6aee0e23beae","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":41,"box":{"x":89,"y":191,"width":313,"height":13}},{"id":"79d9c858-0433-41d2-ae57-21841fa4caf2","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":41,"box":{"x":411,"y":191,"width":509,"height":13}},{"id":"0e79ad18-7af7-4af1-97b9-19d6a377d0cd","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. 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They are heavily dependent","page_number":41,"box":{"x":89,"y":252,"width":861,"height":12}},{"id":"9288bbe1-b565-4da7-b720-66c402ea83db","block_type":"box","text":"on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their","page_number":41,"box":{"x":89,"y":267,"width":815,"height":12}},{"id":"1b71566a-2c53-4dc1-85f7-7add9fa564bb","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":41,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"f551af94-9d31-4636-befe-710624eab091","block_type":"box","text":"legal action. 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The utilities industry is also subject to potential terrorist attacks,","page_number":41,"box":{"x":89,"y":384,"width":871,"height":12}},{"id":"2bc4face-7ed0-4a0a-93ed-e9bc57dcf68f","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":41,"box":{"x":89,"y":399,"width":872,"height":13}},{"id":"2fd788e2-d621-45b4-bbd1-d5921b843fc5","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":41,"box":{"x":89,"y":414,"width":858,"height":13}},{"id":"9834975e-0be5-458a-aab9-c344140f5482","block_type":"box","text":"may limit utility profits. 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Prolonged changes in climate","page_number":41,"box":{"x":89,"y":547,"width":845,"height":12}},{"id":"ad098906-81e1-4027-8add-b3dfa2fc3eee","block_type":"box","text":"conditions can also have a significant impact on both the revenues of an electric and gas utility as well as the expenses of a","page_number":41,"box":{"x":89,"y":562,"width":861,"height":12}},{"id":"597de43b-b340-4f95-a0c5-61f1ef902e0b","block_type":"box","text":"utility, particularly a hydro-based electric utility.","page_number":41,"box":{"x":89,"y":577,"width":328,"height":12}},{"id":"e812ab23-d0c1-4d7b-a4b3-289c7e36f114","block_type":"box","text":"The rates that traditional regulated utility companies may charge their customers generally are subject to review and","page_number":41,"box":{"x":88,"y":603,"width":817,"height":13}},{"id":"2095cf6c-700e-4bc9-bd81-f5c637447191","block_type":"box","text":"limitation by governmental regulatory commissions. Rate changes may occur only after a prolonged approval period or may","page_number":41,"box":{"x":89,"y":618,"width":868,"height":13}},{"id":"2cbf6c2f-5019-438a-89bc-0a9e958748c7","block_type":"box","text":"not occur at all, which could adversely affect utility companies when costs are rising. The value of regulated utility debt","page_number":41,"box":{"x":89,"y":633,"width":832,"height":13}},{"id":"a9c5f165-7cde-46d6-9217-ccb2e0697166","block_type":"box","text":"securities (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates.","page_number":41,"box":{"x":89,"y":649,"width":860,"height":12}},{"id":"870badb9-a650-408f-8cb7-c6475d8205a3","block_type":"box","text":"Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently","page_number":41,"box":{"x":89,"y":664,"width":868,"height":12}},{"id":"75f93ddc-d96b-4588-bbf6-b0aca0458191","block_type":"box","text":"more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to","page_number":41,"box":{"x":89,"y":679,"width":876,"height":12}},{"id":"60c221e2-72ca-42d9-b667-f133325a698e","block_type":"box","text":"diversify outside of their original geographic regions and their traditional lines of business. As a result, some companies may","page_number":41,"box":{"x":89,"y":694,"width":869,"height":12}},{"id":"dfbdc49f-ef31-4875-86e6-754b9646789f","block_type":"box","text":"be forced to defend their core business and may be less profitable. Deregulation may also permit a utility company to expand","page_number":41,"box":{"x":89,"y":709,"width":874,"height":12}},{"id":"a59895b3-3a9e-4ffb-a8bb-6337f4fd9c75","block_type":"box","text":"outside of its traditional lines of business and engage in riskier ventures.","page_number":41,"box":{"x":89,"y":724,"width":503,"height":13}},{"id":"9157a0eb-05bb-4095-bb8a-911c4188a504","block_type":"box","text":"Proxy Voting Policies","page_number":41,"box":{"x":91,"y":755,"width":343,"height":29}},{"id":"427ba3b3-7aa4-43c7-ae8e-7d2ad3a74555","block_type":"box","text":"The Board has delegated the voting of proxies for each Fund’s securities to BFA pursuant to (i) the Open-End Active and","page_number":41,"box":{"x":88,"y":796,"width":840,"height":12}},{"id":"f12d730e-f24a-496c-81d6-ac5b6991d535","block_type":"box","text":"Fixed Income Index Fund Proxy Voting Policy (the “Active Fund Proxy Voting Policy”), with respect to certain Funds, and (ii)","page_number":41,"box":{"x":89,"y":811,"width":859,"height":12}},{"id":"a70eb781-e2b7-45ef-9f15-52a3fb628f99","block_type":"box","text":"the Index Equity Fund Proxy Voting Policy, with respect to certain other Funds, as applicable. Please refer to the table below,","page_number":41,"box":{"x":88,"y":826,"width":864,"height":13}},{"id":"c7a471e4-f7c3-4d7d-a8fd-c0fdb4ea2347","block_type":"box","text":"which discloses the policy applicable to each Fund in this SAI. Information that does not apply to a Fund does not form a part","page_number":41,"box":{"x":88,"y":841,"width":879,"height":13}},{"id":"6ef8af6d-f643-4ced-bbbf-9dd47f97eaa0","block_type":"box","text":"24","page_number":41,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fb8e6c9a-b59e-4c9e-b261-09a2b2663079","block_type":"box","text":"of that Fund’s SAI and should not be relied on by investors in that Fund. Only information that is clearly identified as","page_number":42,"box":{"x":89,"y":44,"width":810,"height":12}},{"id":"53a4cfa8-8a5d-4c3b-8a2c-1912815af79e","block_type":"box","text":"applicable to a Fund is considered to form a part of that Fund’s SAI.","page_number":42,"box":{"x":89,"y":59,"width":471,"height":12}},{"id":"8a29be38-619a-46e9-9d45-e1a330bbb43e","block_type":"box","text":"With respect to Funds covered by the Active Fund Proxy Voting Policy, BFA has adopted the BlackRock Active Investment","page_number":42,"box":{"x":88,"y":85,"width":844,"height":13}},{"id":"d3265524-c8bd-4293-8645-2add363bfdbd","block_type":"box","text":"Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”). Certain of such Funds, as listed within the","page_number":42,"box":{"x":88,"y":101,"width":866,"height":12}},{"id":"ce53459a-5c4f-49c5-b349-881f16f7d9a8","block_type":"box","text":"Active Fund Proxy Voting Policy and as disclosed in the table below, follow supplemental guidelines within the BAIS","page_number":42,"box":{"x":88,"y":116,"width":806,"height":12}},{"id":"e7d95d3b-b134-46be-ba13-9e38cfbdb66b","block_type":"box","text":"Guidelines that are applicable to certain climate and decarbonization issues (the “BAIS Climate and Decarbonization","page_number":42,"box":{"x":89,"y":131,"width":811,"height":12}},{"id":"f4531633-96a8-4b80-9e02-289dede6a468","block_type":"box","text":"Stewardship Guidelines”).","page_number":42,"box":{"x":88,"y":146,"width":180,"height":12}},{"id":"1af63c1b-3fbe-4c1f-88ba-368702dc279c","block_type":"box","text":"With respect to Funds covered by the Index Equity Fund Proxy Voting Policy, BFA has adopted the BlackRock Investment","page_number":42,"box":{"x":88,"y":172,"width":839,"height":13}},{"id":"4a0666ad-69ed-41ce-802d-eed9d5ce388d","block_type":"box","text":"Stewardship (“BIS”) Global Benchmark Policy, comprised of the Global Principles for Benchmark Policies, regional voting","page_number":42,"box":{"x":88,"y":188,"width":840,"height":12}},{"id":"1b671fe6-ee55-44cf-bc23-52c18eed7749","block_type":"box","text":"guidelines, and engagement priorities, which are each available upon request. 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In its sole discretion, the index provider determines the composition of the securities and other","page_number":43,"box":{"x":89,"y":678,"width":868,"height":12}},{"id":"20bca474-5b85-4818-9d9d-f75b4ea00d51","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":43,"box":{"x":89,"y":693,"width":857,"height":12}},{"id":"422d633e-e12a-4fd0-ac32-01c956169867","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":43,"box":{"x":89,"y":708,"width":863,"height":12}},{"id":"4e80d116-823e-4016-b28d-650d55bad8c6","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":43,"box":{"x":89,"y":723,"width":828,"height":12}},{"id":"357845ff-8be4-4719-8ec4-154ff7472ece","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":43,"box":{"x":89,"y":738,"width":583,"height":12}},{"id":"7bf66a59-3923-4995-b077-4b85b3002f94","block_type":"box","text":"The MSCI Indexes","page_number":43,"box":{"x":88,"y":766,"width":227,"height":17}},{"id":"f335f0c7-b978-4013-9006-e134de699750","block_type":"box","text":"The MSCI indexes were founded in 1969 by Capital International S.A. as international performance benchmarks constructed","page_number":43,"box":{"x":88,"y":800,"width":869,"height":12}},{"id":"c3dcc781-d2c4-40b1-846d-8b030feeeb65","block_type":"box","text":"to facilitate comparison of world markets. The MSCI single country standard equity indexes have covered the world’s","page_number":43,"box":{"x":88,"y":815,"width":819,"height":12}},{"id":"2c612623-e8ff-4ef8-a12d-a6837a11f66e","block_type":"box","text":"developed markets since 1969 and in 1987 MSCI commenced coverage of emerging markets.","page_number":43,"box":{"x":89,"y":830,"width":654,"height":12}},{"id":"73e119dc-483b-4c03-b041-dd83810cccf1","block_type":"box","text":"26","page_number":43,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c7862da6-814d-4499-b6e2-32b44cc0b497","block_type":"box","text":"Local stock exchanges traditionally calculated their own indexes, which were generally not comparable with one another due","page_number":44,"box":{"x":89,"y":44,"width":875,"height":12}},{"id":"f8ec14e6-313c-4021-b1b5-6739c45f966a","block_type":"box","text":"to differences in the representation of the local market, mathematical formulas, base dates and methods of adjusting for","page_number":44,"box":{"x":88,"y":59,"width":843,"height":12}},{"id":"be4fe7c0-5063-4e54-b857-94ab40eddd8c","block_type":"box","text":"capital changes. MSCI, however, applies the same calculation methodology to all markets for all single country standard","page_number":44,"box":{"x":89,"y":74,"width":838,"height":12}},{"id":"eb359fa8-4132-4e17-a49d-1b9adb8f2a79","block_type":"box","text":"equity indexes, both developed and emerging.","page_number":44,"box":{"x":89,"y":89,"width":322,"height":13}},{"id":"e5fda547-7836-421f-ab86-5afa3e07c5c4","block_type":"box","text":"MSCI Global Investable Market Indexes","page_number":44,"box":{"x":89,"y":116,"width":281,"height":9}},{"id":"fa1b3ab5-03b4-472d-ba7a-b59947884710","block_type":"box","text":"MSCI’s Global Investable Market Indexes (the “MSCI GIMI”) provide coverage and non-overlapping market segmentation by","page_number":44,"box":{"x":89,"y":142,"width":867,"height":12}},{"id":"c9aab97f-9313-4fe2-8d3b-1c9ca1530537","block_type":"box","text":"market capitalization size and by style. The MSCI GIMI intend to target approximately 99% coverage of the free float-adjusted","page_number":44,"box":{"x":89,"y":157,"width":877,"height":13}},{"id":"64625656-6f9c-4b4a-8567-ee2507644146","block_type":"box","text":"market capitalization in each market of large-, mid- and small-cap securities. In each market, MSCI creates an Investable","page_number":44,"box":{"x":89,"y":172,"width":842,"height":13}},{"id":"7e6d6cb1-f18d-4313-b52e-0a7a5b04e69a","block_type":"box","text":"Market Index, Standard Index, Large Cap Index, Mid Cap Index and Small Cap Index. The Standard Index, Large Cap Index,","page_number":44,"box":{"x":89,"y":188,"width":854,"height":12}},{"id":"d9e19000-e644-4739-a56e-dc64d43fc4cd","block_type":"box","text":"Mid Cap Index and Small Cap Index are each subsets of the Investable Market Index for a market. The MSCI Global Standard","page_number":44,"box":{"x":89,"y":203,"width":868,"height":12}},{"id":"6519a5e6-8c01-4743-8e46-79440fd7b76a","block_type":"box","text":"Index is the aggregation of the Large Cap Index and Mid Cap Index and the MSCI GIMI is the aggregation of the MSCI Global","page_number":44,"box":{"x":89,"y":218,"width":871,"height":12}},{"id":"92cf91ab-cc7d-4b53-a209-ab3b052caaa2","block_type":"box","text":"Standard Index and MSCI Global Small Cap Index.","page_number":44,"box":{"x":88,"y":233,"width":348,"height":12}},{"id":"5aab9a5d-5cfc-4338-9a33-b7a9cda3d0b6","block_type":"box","text":"Selection Criteria.","page_number":44,"box":{"x":88,"y":259,"width":127,"height":10}},{"id":"7ee7475c-c7da-40ca-ab15-e15440e8f179","block_type":"box","text":"MSCI’s index construction process involves: (i) defining the equity universe; (ii) determining the market","page_number":44,"box":{"x":221,"y":259,"width":723,"height":13}},{"id":"3196fe35-0234-42dc-8cb3-0009eedab627","block_type":"box","text":"investable equity universe for each market; (iii) determining market capitalization size segments for each market; (iv)","page_number":44,"box":{"x":89,"y":274,"width":814,"height":13}},{"id":"596b56c5-49f5-41bb-a538-0c7082dd841d","block_type":"box","text":"applying final size segment investability requirements; and (v) applying index continuity rules for the MSCI Global Standard","page_number":44,"box":{"x":89,"y":290,"width":860,"height":12}},{"id":"cfe4758d-8f94-4a14-8376-22208757c138","block_type":"box","text":"Index.","page_number":44,"box":{"x":89,"y":305,"width":41,"height":9}},{"id":"698ea06f-a90d-4ea9-9cc0-c6056c6a6c65","block_type":"box","text":"Defining the Equity Universe","page_number":44,"box":{"x":89,"y":331,"width":204,"height":12}},{"id":"48b885ee-56a4-4c8d-a708-85d7f60d64e3","block_type":"box","text":". MSCI begins with securities listed in countries in the MSCI GIMI. As of August 2025, 23 are","page_number":44,"box":{"x":294,"y":331,"width":643,"height":12}},{"id":"84f3342b-6b5b-4c3a-8206-188f54d5dcfb","block_type":"box","text":"classified as developed markets, 24 as emerging markets, and 28 as frontier markets. All listed equity securities and listed","page_number":44,"box":{"x":89,"y":346,"width":847,"height":13}},{"id":"8c77737a-6be7-49c9-958f-ea1058f80548","block_type":"box","text":"securities that exhibit characteristics of equity securities, except mutual funds, ETFs, equity derivatives, limited partnerships","page_number":44,"box":{"x":89,"y":361,"width":863,"height":13}},{"id":"5022d37a-8c8e-4ee4-8eb0-dbb08f07f07e","block_type":"box","text":"and most investment trusts, are eligible for inclusion in the equity universe. REITs in some countries and certain income","page_number":44,"box":{"x":89,"y":376,"width":835,"height":13}},{"id":"95dc8f4b-ce9e-48ae-9660-78abe1b26e63","block_type":"box","text":"trusts in Canada are also eligible for inclusion. Each company and its securities (","page_number":44,"box":{"x":88,"y":392,"width":559,"height":12}},{"id":"fbcb8f72-ef38-4fe2-864a-31c742798295","block_type":"box","text":"i.e","page_number":44,"box":{"x":648,"y":393,"width":15,"height":8}},{"id":"b09c3230-610c-4d36-ad33-8c015b2c4463","block_type":"box","text":"., share classes) are classified in only one","page_number":44,"box":{"x":665,"y":392,"width":284,"height":12}},{"id":"82d882e8-6a0a-4bf2-884e-8a74aa7fcf0a","block_type":"box","text":"country.","page_number":44,"box":{"x":89,"y":408,"width":55,"height":11}},{"id":"5986432a-b99b-4f6b-ada2-096e6b4906fe","block_type":"box","text":"Determining the Market Investable Equity Universe for Each Market.","page_number":44,"box":{"x":89,"y":433,"width":489,"height":13}},{"id":"8356069a-d50b-4c5c-a63b-d3ea251e0425","block_type":"box","text":"The equity universe in any market is derived by","page_number":44,"box":{"x":583,"y":433,"width":328,"height":13}},{"id":"36a1dbb2-fff7-466b-9156-276060c7cc81","block_type":"box","text":"applying investability screens to individual companies and securities in that market. Some investability requirements are","page_number":44,"box":{"x":89,"y":448,"width":838,"height":13}},{"id":"72286da5-e9e5-4fc2-97ed-b9d326f5287d","block_type":"box","text":"applied at the individual security level and some at the overall company level, represented by the aggregation of individual","page_number":44,"box":{"x":89,"y":463,"width":851,"height":13}},{"id":"d2c2725e-3728-4e33-8173-2c7bc75517d1","block_type":"box","text":"securities of the company. As a result, the inclusion or exclusion of one security does not imply the automatic inclusion or","page_number":44,"box":{"x":89,"y":479,"width":852,"height":12}},{"id":"ee5714aa-47f8-4bcb-990a-308865bbd66a","block_type":"box","text":"exclusion of other securities of the same company.","page_number":44,"box":{"x":89,"y":494,"width":353,"height":12}},{"id":"f2b4816f-6e9c-4fdc-9b83-4675b381cb10","block_type":"box","text":"Determining Market Capitalization Size Segments for Each Market.","page_number":44,"box":{"x":89,"y":520,"width":479,"height":12}},{"id":"e2742750-7283-4a7f-9a03-a61e69938d96","block_type":"box","text":"In order to create size components that can be","page_number":44,"box":{"x":574,"y":520,"width":325,"height":12}},{"id":"a1183033-f1d9-4b60-9d52-c12a2cbf723d","block_type":"box","text":"meaningfully aggregated into composites, individual market size segments balance the following two objectives:","page_number":44,"box":{"x":89,"y":535,"width":786,"height":13}},{"id":"475d0b65-2375-4295-bfff-02fc9d12929f","block_type":"box","text":"• Achieving global size integrity by ensuring that companies of comparable and relevant sizes are included in a given size","page_number":44,"box":{"x":89,"y":555,"width":863,"height":13}},{"id":"7b70858b-61fc-4b75-b24e-ea3072d694b8","block_type":"box","text":"segment across all markets in a composite index; and","page_number":44,"box":{"x":121,"y":570,"width":375,"height":13}},{"id":"d79cd94a-3a49-4b84-b0ad-e1157d2673f5","block_type":"box","text":"• Achieving consistent market coverage by ensuring that each market’s size segment is represented in its proportional","page_number":44,"box":{"x":89,"y":591,"width":846,"height":12}},{"id":"60cca584-8604-4d22-9895-85b560d84a32","block_type":"box","text":"weight in the composite universe.","page_number":44,"box":{"x":121,"y":606,"width":236,"height":12}},{"id":"8d36cebd-21c6-460d-a081-744604efa0af","block_type":"box","text":"The Standard Indexes, Large Cap Indexes, Mid Cap Indexes, and Small Cap Indexes capture the following market","page_number":44,"box":{"x":88,"y":632,"width":787,"height":13}},{"id":"ccbc37b2-5c57-461f-a747-a51726e451f0","block_type":"box","text":"capitalization size segments:","page_number":44,"box":{"x":89,"y":647,"width":197,"height":13}},{"id":"d58b12d9-2341-42c5-b20b-4ac92cb16e19","block_type":"box","text":"• MSCI Global Standard Indexes cover all investable large- and mid-cap securities by including the largest issuers","page_number":44,"box":{"x":89,"y":668,"width":809,"height":12}},{"id":"8f831359-fd2d-44f6-b408-9714d60cd6ad","block_type":"box","text":"comprising approximately 85% of each market’s free float-adjusted market capitalization.","page_number":44,"box":{"x":121,"y":683,"width":627,"height":12}},{"id":"6c76f83b-a11e-4e3d-a788-26a6cb12cc84","block_type":"box","text":"• MSCI Global Large Cap Indexes provide coverage of all investable large-cap securities by including the largest issuers","page_number":44,"box":{"x":89,"y":703,"width":848,"height":12}},{"id":"a8319b0b-e562-427e-8b5a-c26543af2443","block_type":"box","text":"comprising approximately 70% of each market’s free float-adjusted market capitalization.","page_number":44,"box":{"x":121,"y":718,"width":627,"height":12}},{"id":"0ed629e7-242b-4cf8-b5d6-38fcd9d5d2d4","block_type":"box","text":"• MSCI Global Mid Cap Indexes provide coverage in each market by deriving the difference between the market coverage","page_number":44,"box":{"x":89,"y":738,"width":865,"height":12}},{"id":"0ee2dfdc-d6d4-470d-8d8b-299ea086b646","block_type":"box","text":"of the MSCI Global Standard Index and the MSCI Global Large Cap Index in that market.","page_number":44,"box":{"x":121,"y":753,"width":614,"height":13}},{"id":"a5a70b5f-5a39-4213-a58e-88623e3fd91d","block_type":"box","text":"• MSCI Global Small Cap Indexes provide coverage in each market by deriving the difference between the market coverage","page_number":44,"box":{"x":89,"y":773,"width":876,"height":13}},{"id":"e6d93a96-f751-4173-bddf-417fc579e9d0","block_type":"box","text":"of the Investable Market Index and the MSCI Global Standard Index in that market.","page_number":44,"box":{"x":121,"y":788,"width":577,"height":10}},{"id":"13ed7a30-f26d-4793-90f4-0126b01a4ecf","block_type":"box","text":"Applying Final Size Segment Investability Requirements.","page_number":44,"box":{"x":88,"y":815,"width":404,"height":12}},{"id":"79e45550-29a9-458e-bd3b-f572a36c2fe4","block_type":"box","text":"In order to enhance replicability of the indexes, additional size","page_number":44,"box":{"x":498,"y":815,"width":430,"height":12}},{"id":"dddfec18-e765-4162-8d39-b6d14cae12ce","block_type":"box","text":"segment investability requirements are set for the MSCI GIMI and MSCI Global Standard Index. These investability","page_number":44,"box":{"x":89,"y":830,"width":796,"height":12}},{"id":"61b025ac-d1f9-4f4d-9959-5c02ce829f44","block_type":"box","text":"requirements include minimum free float-adjusted market capitalization, minimum liquidity, minimum foreign limits and","page_number":44,"box":{"x":89,"y":845,"width":842,"height":12}},{"id":"4dab84cc-8f33-4687-96f1-5c62a4d3f67a","block_type":"box","text":"minimum length of trading.","page_number":44,"box":{"x":89,"y":860,"width":192,"height":13}},{"id":"c530e9fa-d00e-4c44-8910-2397aef01ee2","block_type":"box","text":"27","page_number":44,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1b8a1590-351b-440d-b0b0-4568bd5542fe","block_type":"box","text":"Applying Index Continuity Rules for the Standard Index.","page_number":45,"box":{"x":88,"y":44,"width":404,"height":12}},{"id":"63f0ab0b-1321-4818-b06b-6ec819a473e9","block_type":"box","text":"In order to achieve index continuity as well as provide some basic","page_number":45,"box":{"x":498,"y":44,"width":456,"height":12}},{"id":"aa4082da-5507-4a9e-88a5-e460e8653cea","block_type":"box","text":"level of diversification within a market index, notwithstanding the effect of other index construction rules contained herein, a","page_number":45,"box":{"x":89,"y":59,"width":873,"height":12}},{"id":"3eedaad8-f370-40b1-9083-2f6df9832765","block_type":"box","text":"minimum number of five constituents will be maintained for a developed market Standard Index and a minimum number of","page_number":45,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"876d5529-81ee-463e-bd06-46d96d09dcef","block_type":"box","text":"three constituents will be maintained for an emerging market Standard Index.","page_number":45,"box":{"x":88,"y":89,"width":544,"height":13}},{"id":"40d7c5d4-2a7d-41e6-8b76-26aa43804fd4","block_type":"box","text":"Weighting.","page_number":45,"box":{"x":88,"y":116,"width":77,"height":12}},{"id":"22be8770-dae8-4831-99fd-929ce576f1f5","block_type":"box","text":"All indexes of the MSCI GIMI are free float weighted,","page_number":45,"box":{"x":171,"y":116,"width":365,"height":12}},{"id":"6cbbc879-87f4-4712-a389-ae57de3c346e","block_type":"box","text":"i.e.,","page_number":45,"box":{"x":541,"y":117,"width":21,"height":10}},{"id":"aff10bf8-f3d8-4381-b3cd-e68bd7834c12","block_type":"box","text":"companies are included in the indexes at the value of","page_number":45,"box":{"x":568,"y":116,"width":373,"height":12}},{"id":"56c27c1c-6673-4ef6-b253-5a7e2529b172","block_type":"box","text":"their free public float (free float multiplied by security price).","page_number":45,"box":{"x":88,"y":131,"width":420,"height":12}},{"id":"3332dd52-251d-4ee4-af33-b259b67093b2","block_type":"box","text":"Regional Weights.","page_number":45,"box":{"x":89,"y":157,"width":128,"height":13}},{"id":"2e58c73e-2ecc-42d4-9d58-80811cff8f03","block_type":"box","text":"Market capitalization-weighting, combined with a consistent target of approximately 99% of free float","page_number":45,"box":{"x":223,"y":157,"width":720,"height":13}},{"id":"d094abaf-5e67-4583-83f8-83b9f7fe9da8","block_type":"box","text":"adjusted market capitalization, helps ensure that each country’s weight in regional and international indexes approximates its","page_number":45,"box":{"x":89,"y":172,"width":878,"height":13}},{"id":"6339d5da-1e39-40b0-b427-452dbe97698c","block_type":"box","text":"weight in the total universe of developing and emerging markets. A market is equivalent to a single country except for","page_number":45,"box":{"x":88,"y":188,"width":826,"height":12}},{"id":"78f4c108-0078-49a2-b4e1-397120c00265","block_type":"box","text":"developed Europe, where all markets are aggregated into a single market for index construction purposes. Individual country","page_number":45,"box":{"x":89,"y":203,"width":873,"height":12}},{"id":"9deba0ca-7e50-4499-b345-1191ab3b41e8","block_type":"box","text":"indexes of the European developed markets are derived from the constituents of the MSCI GIMI Europe Index.","page_number":45,"box":{"x":89,"y":218,"width":768,"height":12}},{"id":"5f53a245-5d0a-4f62-947f-df7bde1a5bda","block_type":"box","text":"Free Float.","page_number":45,"box":{"x":89,"y":244,"width":73,"height":10}},{"id":"1aac0c62-3ef4-48d8-ae52-d59b2cdd8f4f","block_type":"box","text":"MSCI defines the free float of a security as the proportion of shares outstanding that are deemed to be available","page_number":45,"box":{"x":167,"y":244,"width":781,"height":13}},{"id":"e6854889-05c2-4177-92f3-208cb1d507fd","block_type":"box","text":"for purchase in the public equity markets by international investors. In practice, limitations on free float available to","page_number":45,"box":{"x":88,"y":259,"width":803,"height":13}},{"id":"5b20568d-8235-4dcb-bc44-3e25a8709a93","block_type":"box","text":"international investors include: (i) strategic and other shareholdings not considered part of available free float; and (ii) limits","page_number":45,"box":{"x":89,"y":274,"width":865,"height":13}},{"id":"12a466b9-2ce3-47c9-b51e-8bbb2818efbb","block_type":"box","text":"on share ownership for foreigners.","page_number":45,"box":{"x":89,"y":290,"width":239,"height":12}},{"id":"5ecd50f9-4043-4330-b2ea-669a523a12f9","block_type":"box","text":"MSCI calculates the free float-adjusted market capitalization of each security in the equity index universe by (i) defining and","page_number":45,"box":{"x":89,"y":316,"width":865,"height":12}},{"id":"46bc26f3-4956-429f-b9ad-b19785b6628c","block_type":"box","text":"estimating the free float available to foreign investors; (ii) assigning a free float-adjustment factor to each security; and (iii)","page_number":45,"box":{"x":89,"y":331,"width":856,"height":12}},{"id":"84dd9f49-e9b8-40d1-bc9e-acae22588e4c","block_type":"box","text":"calculating the free float-adjusted market capitalization of each security.","page_number":45,"box":{"x":89,"y":346,"width":503,"height":13}},{"id":"ba08a2a8-5f4d-4787-8290-e240e354d7ff","block_type":"box","text":"Under MSCI’s free float-adjustment methodology, a constituent’s inclusion factor is equal to its estimated free float, rounded","page_number":45,"box":{"x":89,"y":373,"width":872,"height":12}},{"id":"51d6b858-63e9-4a04-99d6-1978f38f886e","block_type":"box","text":"up to the closest 5% for constituents with free float equal to or exceeding 15%. For example, a constituent security with a","page_number":45,"box":{"x":89,"y":388,"width":852,"height":12}},{"id":"2cb51049-a3b7-4c68-922e-97b9f77e0032","block_type":"box","text":"free float of 23.2% will be included in the index at 25% of its market capitalization. For securities with a free float of less than","page_number":45,"box":{"x":88,"y":403,"width":872,"height":12}},{"id":"45df5241-4378-46bb-a61e-f5fddf3988c6","block_type":"box","text":"15%, the estimated free float is adjusted to the nearest 1%.","page_number":45,"box":{"x":90,"y":418,"width":412,"height":12}},{"id":"19bfe510-8ae6-4032-9d66-2917a5ba6e47","block_type":"box","text":"Price and Exchange Rates","page_number":45,"box":{"x":89,"y":445,"width":184,"height":12}},{"id":"e1791662-7865-47b5-a1a2-417e0858a0ac","block_type":"box","text":"Prices.","page_number":45,"box":{"x":89,"y":472,"width":46,"height":9}},{"id":"4240749e-8579-4d1c-b3d2-26f30a6d274d","block_type":"box","text":"The prices used to calculate all MSCI indexes are the official exchange closing prices or those figures accepted as","page_number":45,"box":{"x":140,"y":471,"width":791,"height":12}},{"id":"e84e9ce9-00b5-41c9-9f55-53482072c708","block_type":"box","text":"such. MSCI reserves the right to use an alternative pricing source on any given day.","page_number":45,"box":{"x":89,"y":486,"width":578,"height":12}},{"id":"393678ae-26a7-44c9-a7f3-12271bede591","block_type":"box","text":"Exchange Rates.","page_number":45,"box":{"x":89,"y":513,"width":116,"height":12}},{"id":"90a00032-3615-4cf1-915a-0dfbac77eead","block_type":"box","text":"MSCI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time. In case World","page_number":45,"box":{"x":211,"y":513,"width":730,"height":12}},{"id":"67f90401-b9d2-4e69-8cf5-f008998e1157","block_type":"box","text":"Markets/Reuters does not provide rates for specific markets on given days (for example, Christmas Day and New Year’s Day),","page_number":45,"box":{"x":89,"y":528,"width":876,"height":12}},{"id":"9f8f8cdc-6454-44f2-aa79-11089c06a35c","block_type":"box","text":"the previous business day’s rates are normally used. MSCI independently monitors the exchange rates on all its indexes.","page_number":45,"box":{"x":88,"y":543,"width":839,"height":12}},{"id":"76e65677-e1df-476e-8aea-6dee1dc98d09","block_type":"box","text":"MSCI may under exceptional circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters","page_number":45,"box":{"x":89,"y":558,"width":864,"height":12}},{"id":"273a566b-ef60-49fc-8096-b64a58a9f7a0","block_type":"box","text":"rates are not available, or if MSCI determines that the World Markets/Reuters rates are not reflective of market circumstances","page_number":45,"box":{"x":89,"y":573,"width":877,"height":11}},{"id":"2328a1f0-e29c-4e34-b3b2-c0a8f58e6498","block_type":"box","text":"for a given currency on a particular day. In such circumstances, an announcement would be sent to clients with the related","page_number":45,"box":{"x":88,"y":588,"width":859,"height":12}},{"id":"24a85683-88f4-4565-9cfb-91a2a92d8196","block_type":"box","text":"information. If appropriate, MSCI may conduct a consultation with the investment community to gather feedback on the","page_number":45,"box":{"x":89,"y":603,"width":845,"height":13}},{"id":"7ca7fdcc-5f1c-4d04-900b-851545f2406d","block_type":"box","text":"most relevant exchange rate.","page_number":45,"box":{"x":89,"y":618,"width":201,"height":13}},{"id":"297251b6-bdda-481e-b545-6726378edc1e","block_type":"box","text":"Changes to the Indexes.","page_number":45,"box":{"x":89,"y":645,"width":172,"height":12}},{"id":"3df979f7-eafe-41b8-acab-2ed44071e266","block_type":"box","text":"The MSCI GIMI are maintained with the objective of reflecting, on a timely basis, the evolution of","page_number":45,"box":{"x":266,"y":645,"width":678,"height":12}},{"id":"8ea39d09-55c3-4c69-9964-ecb13c4757ac","block_type":"box","text":"the underlying equity markets. In maintaining the MSCI indexes, emphasis is also placed on continuity, replicability and","page_number":45,"box":{"x":88,"y":660,"width":833,"height":12}},{"id":"9f2a4e7f-71ee-4173-b1da-24cb82936f10","block_type":"box","text":"minimizing turnover in the indexes. Maintaining the MSCI indexes involves many aspects, including: (i) additions to, and","page_number":45,"box":{"x":89,"y":675,"width":839,"height":12}},{"id":"d6a0c225-ff0c-42fa-8c51-d9247a9c4cb8","block_type":"box","text":"deletions from, the indexes; (ii) changes in number of shares; and (iii) changes in inclusion factors as a result of updated free","page_number":45,"box":{"x":89,"y":690,"width":872,"height":13}},{"id":"ef6accb4-7a83-406d-9ee6-768450e4e1f9","block_type":"box","text":"float estimates.","page_number":45,"box":{"x":88,"y":705,"width":106,"height":10}},{"id":"456f5e3e-d6a7-4991-b2db-e82fe74e52bc","block_type":"box","text":"Index maintenance can be described by three broad categories of changes:","page_number":45,"box":{"x":89,"y":732,"width":524,"height":12}},{"id":"24923dc7-19f3-4a51-b355-724ac0905363","block_type":"box","text":"• Semi-Annual Index Reviews (“SAIRs”), conducted on a fixed semi-annual timetable that systematically reassess the","page_number":45,"box":{"x":89,"y":752,"width":841,"height":12}},{"id":"b477ccae-001e-47aa-bbdb-1512fd782080","block_type":"box","text":"various dimensions of the equity universe for all markets;","page_number":45,"box":{"x":121,"y":767,"width":399,"height":12}},{"id":"a633acaf-d582-4eaa-a67f-fa7cb8c80b2a","block_type":"box","text":"• Quarterly Index Reviews (“QIRs”), aimed at promptly reflecting other significant market events; and","page_number":45,"box":{"x":89,"y":787,"width":728,"height":13}},{"id":"7418b7cc-ac53-40a8-a281-7323fb60632d","block_type":"box","text":"• Ongoing event-related changes, such as mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other similar","page_number":45,"box":{"x":89,"y":807,"width":876,"height":13}},{"id":"e8312b65-bd14-4ae7-b73f-1d32e0df4b15","block_type":"box","text":"corporate events, which generally are implemented in the indexes as they occur.","page_number":45,"box":{"x":121,"y":822,"width":560,"height":13}},{"id":"84062f1d-5381-440b-940a-ac62320a7727","block_type":"box","text":"28","page_number":45,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8b636f3d-e801-4658-8226-99411df4ac37","block_type":"box","text":"Potential changes in the status of countries (stand-alone, frontier, emerging and developed) follow their own implementation","page_number":46,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"00389655-ed60-4e55-a37f-8afc5a7cc8b4","block_type":"box","text":"time tables. In addition, reviews of company involvement in ESG controversies, when applicable, may differ by index and","page_number":46,"box":{"x":88,"y":59,"width":839,"height":12}},{"id":"8d741eec-1a62-48b5-84bc-99323155bbec","block_type":"box","text":"severity of the ESG controversy as determined by MSCI.","page_number":46,"box":{"x":89,"y":74,"width":387,"height":12}},{"id":"d72dbfda-7a75-47bd-8361-4e7b6704512d","block_type":"box","text":"MSCI conducts SAIRs generally as of the close of the last business day of May and November. During the SAIRs, MSCI","page_number":46,"box":{"x":89,"y":101,"width":823,"height":12}},{"id":"870b635a-38c6-4b5f-93ee-45f70bb27e9b","block_type":"box","text":"updates the investable equity universe and reassesses size segmentation investability requirements. MSCI also conducts QIRs","page_number":46,"box":{"x":89,"y":116,"width":876,"height":12}},{"id":"cf1ce4fa-3abc-4b45-8db4-5a1f35e352ef","block_type":"box","text":"generally as of the close of the last business day of February and August. During the QIRs, MSCI reflects changes in the index","page_number":46,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"cce645b3-4165-45a9-8409-81f43b22329d","block_type":"box","text":"that were not captured at the time of their actual occurrence, but are significant enough to be included before the next SAIR.","page_number":46,"box":{"x":88,"y":146,"width":873,"height":12}},{"id":"54eb0f59-e209-42a1-8ad3-7473870bf76b","block_type":"box","text":"The results of the SAIR and QIR are generally announced at least ten business days in advance of implementation.","page_number":46,"box":{"x":88,"y":161,"width":798,"height":12}},{"id":"cfb476a4-ef7b-49aa-b23a-4b6d666cde0c","block_type":"box","text":"Creation of Sector and Industry Indexes using the Global Industry Classification Standard (GICS","page_number":46,"box":{"x":89,"y":188,"width":689,"height":12}},{"id":"3fba016d-c502-4527-ab65-5569d3dd7aa3","block_type":"box","text":"®","page_number":46,"box":{"x":779,"y":186,"width":9,"height":6}},{"id":"a55c3b2f-30f1-407c-990e-8b3e82692e64","block_type":"box","text":")","page_number":46,"box":{"x":789,"y":188,"width":5,"height":12}},{"id":"6691b5d7-175a-4cb2-9b89-630cac0a3edf","block_type":"box","text":"All securities in the Global Investable Equity Universe are assigned to the industry that best describes their business activities","page_number":46,"box":{"x":88,"y":214,"width":871,"height":12}},{"id":"7798a8af-7454-4258-8fa8-ac1d1da8e6a7","block_type":"box","text":"using the GICS. The GICS consists of sectors, industry groups, industries and sub-industries. Under the GICS, each company","page_number":46,"box":{"x":89,"y":229,"width":867,"height":12}},{"id":"96b8b6db-65b1-45e3-9103-e43d95eec7a6","block_type":"box","text":"is assigned to one unique sub-industry according to its principal business activity (generally defined as the business activity","page_number":46,"box":{"x":89,"y":244,"width":865,"height":13}},{"id":"717ed92e-5f7f-4bb8-9497-74800c855d08","block_type":"box","text":"that generates 60% or more of the company’s revenues). Narrower indexes may be derived based on industry classification,","page_number":46,"box":{"x":88,"y":259,"width":866,"height":13}},{"id":"2d3c9e5b-d951-4971-bde8-527e46a0a9b4","block_type":"box","text":"and may contain securities belonging to specific sectors, industry groups, industries, sub-industries or a combination thereof.","page_number":46,"box":{"x":89,"y":274,"width":878,"height":13}},{"id":"6a4f22fd-5b45-438c-b677-df7faf052fec","block_type":"box","text":"MSCI 25/50 Indexes","page_number":46,"box":{"x":89,"y":301,"width":147,"height":10}},{"id":"260f8bdd-cc53-4e60-96ab-797e7416f84d","block_type":"box","text":"Each of the MSCI 25/50 Indexes (the “25/50 Indexes”) is a sub-index of either an MSCI Global Standard Index or an MSCI","page_number":46,"box":{"x":89,"y":327,"width":854,"height":13}},{"id":"9c9112fa-0295-419b-9b36-52021b3795ea","block_type":"box","text":"GIMI. Their construction reflects the diversification requirements applicable to RICs pursuant to Subchapter M of the Internal","page_number":46,"box":{"x":89,"y":342,"width":873,"height":13}},{"id":"1d7c4bab-f510-4fdd-88d7-0e98758ed1cb","block_type":"box","text":"Revenue Code. MSCI uses the concept of “group entities” for the concentration limits of the capping methodologies in the","page_number":46,"box":{"x":89,"y":358,"width":854,"height":12}},{"id":"7ab13d11-ab27-47c0-9201-8e33476d987e","block_type":"box","text":"25/50 Indexes. A group entity is a group of companies that operate as an affiliated corporate group but may separately issue","page_number":46,"box":{"x":89,"y":373,"width":873,"height":12}},{"id":"e8507c25-aac9-44b5-b390-030afd7aaa8d","block_type":"box","text":"listed securities. To determine “group entities,” MSCI analyzes financial accounts of listed companies holding stakes of 20%","page_number":46,"box":{"x":89,"y":388,"width":863,"height":12}},{"id":"16ed938e-4663-4916-b832-a7451f2a95c9","block_type":"box","text":"or more in other listed companies to determine whether these stakes are controlling in nature. In certain cases, even in the","page_number":46,"box":{"x":89,"y":403,"width":857,"height":12}},{"id":"102dda29-16d6-43d0-ac65-9097a137ed11","block_type":"box","text":"absence of consolidated accounts, MSCI may also consider two companies as belonging to the same group entity where","page_number":46,"box":{"x":89,"y":418,"width":845,"height":12}},{"id":"83e05761-177a-4d0e-a24e-755f0c952678","block_type":"box","text":"there is reasonable evidence of control based on other information. The 25/50 Indexes are free float-adjusted market","page_number":46,"box":{"x":88,"y":433,"width":821,"height":13}},{"id":"3345c912-ebb8-431b-b863-edce93f00282","block_type":"box","text":"capitalization-weighted indexes with a capping methodology applied to group entity weights so that no single group entity","page_number":46,"box":{"x":89,"y":448,"width":861,"height":13}},{"id":"9f241b49-bc6d-4bbb-bb6a-27b3168041ad","block_type":"box","text":"exceeds 25% of index weight, and all group entities with a weight above 5% do not cumulatively exceed 50% of the index","page_number":46,"box":{"x":89,"y":463,"width":854,"height":13}},{"id":"b139b5bc-a410-4827-97cc-2c12e92826e3","block_type":"box","text":"weight. A buffer of 10% of the value of each of these caps is used in order to reduce the risk of noncompliance due to short","page_number":46,"box":{"x":88,"y":479,"width":865,"height":12}},{"id":"7f6aa708-f641-4ea2-ac1f-286d0b45269a","block_type":"box","text":"term market movements between rebalances. As a result, at the point of constructing or rebalancing the 25/50 Indexes, the","page_number":46,"box":{"x":88,"y":494,"width":869,"height":12}},{"id":"4f2dab27-c0ec-444d-bd97-14a3126f8afb","block_type":"box","text":"weight of any single group entity cannot exceed 22.5% of the index weight and all group entities with weight above 4.5%","page_number":46,"box":{"x":88,"y":509,"width":851,"height":12}},{"id":"4a441f12-7395-405c-aeb2-eb4ef63b8cdd","block_type":"box","text":"cannot exceed 45% of the index weight. A software application called the Barra Optimizer is utilized to calculate the capped","page_number":46,"box":{"x":89,"y":524,"width":865,"height":12}},{"id":"dc3079b6-c3cc-4877-93d7-17db0e71eaa3","block_type":"box","text":"index weights through an optimization function which is aimed at minimizing index turnover, tracking error and extreme","page_number":46,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"dae74c40-9667-42bd-9fc7-2b889725d4cb","block_type":"box","text":"deviation from the uncapped index.","page_number":46,"box":{"x":89,"y":554,"width":248,"height":12}},{"id":"47877a4c-efbc-4077-8566-3bd25eaed99d","block_type":"box","text":"MSCI Pacific IMI","page_number":46,"box":{"x":89,"y":581,"width":116,"height":9}},{"id":"b3f0235f-7690-494f-bbdd-a5d10cf10f50","block_type":"box","text":"Number of Components: approximately 1,358","page_number":46,"box":{"x":89,"y":607,"width":331,"height":12}},{"id":"5d04e12c-bea0-419c-9f6d-4425d5770e94","block_type":"box","text":"Index Description.","page_number":46,"box":{"x":89,"y":633,"width":131,"height":13}},{"id":"f354241d-e3fe-4dbd-9ab2-e94cb8b28173","block_type":"box","text":"The MSCI Pacific IMI is an MSCI GIMI Index. The Underlying Index captures large-, mid- and small- cap","page_number":46,"box":{"x":225,"y":633,"width":721,"height":13}},{"id":"7486bee4-e711-4cc3-a530-e9e13c9f440a","block_type":"box","text":"representation across five Developed Markets countries in the Pacific region (Australia, Hong Kong, Japan, New Zealand and","page_number":46,"box":{"x":89,"y":649,"width":866,"height":12}},{"id":"0146b63d-93a2-46cc-b550-2e7fc7701c84","block_type":"box","text":"Singapore). The index covers approximately 99% of the free float-adjusted market capitalization in each country or region.","page_number":46,"box":{"x":88,"y":664,"width":857,"height":12}},{"id":"e29feb36-6a57-47d3-861f-2bc6f7b3ff9b","block_type":"box","text":"Calculation Methodology.","page_number":46,"box":{"x":89,"y":690,"width":184,"height":13}},{"id":"dd12fa6e-2373-4fc5-ba3b-cb81be11d55c","block_type":"box","text":"The Fund utilizes the Underlying Index calculated with net dividends reinvested. MSCI uses the","page_number":46,"box":{"x":278,"y":690,"width":662,"height":13}},{"id":"9019caae-984e-43e9-9e03-d63c4c26904f","block_type":"box","text":"index constituent companies’ country of incorporation to determine the relevant dividend withholding tax rates in calculating","page_number":46,"box":{"x":89,"y":705,"width":878,"height":13}},{"id":"7b4acead-da1d-4358-baa1-b1905cd41406","block_type":"box","text":"the net dividends. The regular cash dividend is reinvested after deduction of withholding tax by applying the maximum rate","page_number":46,"box":{"x":88,"y":720,"width":864,"height":13}},{"id":"e78b8559-21a4-4b21-8168-7799d7094c35","block_type":"box","text":"of the company’s country of incorporation applicable to institutional investors. Net dividends means dividends after taxes","page_number":46,"box":{"x":89,"y":736,"width":849,"height":12}},{"id":"4bbfbe33-e00b-45cd-b81d-b694d45d7b71","block_type":"box","text":"withheld at the rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Such","page_number":46,"box":{"x":88,"y":751,"width":868,"height":12}},{"id":"c09d2c97-5419-43ae-a093-2d19e71e7094","block_type":"box","text":"withholding rates may differ from those applicable to U.S. residents.","page_number":46,"box":{"x":88,"y":766,"width":474,"height":12}},{"id":"a7d29a0a-44dc-412b-9439-68fc5b09438f","block_type":"box","text":"Additional Information.","page_number":46,"box":{"x":88,"y":792,"width":168,"height":10}},{"id":"393c318d-ae84-4634-b4b3-d480e67c3b02","block_type":"box","text":"“MSCI” and “MSCI Pacific IMI” are servicemarks of MSCI Inc. and have been licensed for use by BFA","page_number":46,"box":{"x":262,"y":792,"width":698,"height":13}},{"id":"fc21da44-59a2-4d5a-8024-8ab76a2dd2b5","block_type":"box","text":"or its affiliates. The Fund is neither sponsored, endorsed, sold nor promoted by MSCI Inc., and MSCI Inc. makes no","page_number":46,"box":{"x":89,"y":807,"width":799,"height":13}},{"id":"265980fc-03d8-48c1-9171-3d932e2c73d3","block_type":"box","text":"representation regarding the advisability of investing in the Fund.","page_number":46,"box":{"x":89,"y":822,"width":454,"height":13}},{"id":"5f3eb330-9f08-4172-904b-9a245a0d317f","block_type":"box","text":"29","page_number":46,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c998d36d-c331-4849-a79a-8f5ad9729d34","block_type":"box","text":"Investment Policies","page_number":47,"box":{"x":91,"y":44,"width":318,"height":24}},{"id":"40bbd4d0-5a40-4e1e-bc26-7d8f5b22ad19","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":47,"box":{"x":88,"y":79,"width":835,"height":13}},{"id":"12228b09-2ce9-414d-8510-85b0a5523a22","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":47,"box":{"x":88,"y":94,"width":835,"height":13}},{"id":"5c0ccb31-37e7-403e-9fca-489f57c1ff19","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":47,"box":{"x":89,"y":109,"width":855,"height":13}},{"id":"6bf503a8-bf47-4a0b-a5eb-87c4e42502f8","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":47,"box":{"x":88,"y":125,"width":856,"height":12}},{"id":"b2760f71-1f9d-4a60-93ef-c4ee398c1c95","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":47,"box":{"x":88,"y":140,"width":847,"height":12}},{"id":"6e75388c-afab-4698-a42e-9f00525badcf","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":47,"box":{"x":89,"y":155,"width":853,"height":12}},{"id":"c6a9084d-7203-490e-be76-d5e7843db83c","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":47,"box":{"x":89,"y":170,"width":814,"height":12}},{"id":"540e5bd4-64eb-4e1b-a023-0a0f574fd4cf","block_type":"box","text":"investment objective and its Underlying Index without shareholder approval.","page_number":47,"box":{"x":89,"y":185,"width":533,"height":12}},{"id":"9a1ebdc5-f67e-4907-bec0-838029e5a7ce","block_type":"box","text":"Fundamental Investment Policies","page_number":47,"box":{"x":89,"y":211,"width":237,"height":10}},{"id":"6db7e970-c41e-4a02-994d-fad0624a3694","block_type":"box","text":"The Fund may not:","page_number":47,"box":{"x":88,"y":232,"width":132,"height":12}},{"id":"9e2d09fc-a768-422d-87c5-c344053f8d5a","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":47,"box":{"x":90,"y":252,"width":853,"height":12}},{"id":"9410259b-a9e6-4c94-911b-3d11ddb12290","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":47,"box":{"x":127,"y":267,"width":835,"height":12}},{"id":"9a004d30-38ab-4abb-a1fb-114bb2a58808","block_type":"box","text":"particular industry or group of industries.","page_number":47,"box":{"x":128,"y":282,"width":287,"height":12}},{"id":"07aa3a04-891c-461e-82e4-0752d95c0451","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":47,"box":{"x":89,"y":302,"width":545,"height":12}},{"id":"3df68f67-3e4d-42b8-aa6a-9ef7695ffdd8","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":47,"box":{"x":89,"y":322,"width":699,"height":13}},{"id":"727accca-31c1-4d76-bf84-e1a1bc47a8f2","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":47,"box":{"x":88,"y":342,"width":861,"height":13}},{"id":"b06642d3-482e-4393-980d-aae68ba28d59","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers","page_number":47,"box":{"x":128,"y":358,"width":826,"height":12}},{"id":"bba14dd0-4fde-44c2-a3d6-c3e0287d3dc1","block_type":"box","text":"engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of","page_number":47,"box":{"x":128,"y":373,"width":809,"height":12}},{"id":"1b45c0ee-2319-4c32-96c9-a6e707c5af1d","block_type":"box","text":"securities or other instruments.","page_number":47,"box":{"x":128,"y":388,"width":218,"height":10}},{"id":"a1f74e7c-27e1-402b-8962-165feb5a0431","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":47,"box":{"x":89,"y":408,"width":839,"height":12}},{"id":"9e26f2f8-6ec6-47b6-ae89-abd4e08d149f","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":47,"box":{"x":128,"y":423,"width":523,"height":12}},{"id":"4910cf8a-fa23-4933-841d-ea3428d840d5","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":47,"box":{"x":89,"y":443,"width":798,"height":13}},{"id":"d09747ff-67fc-4dc6-80a4-29ee457749ba","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":47,"box":{"x":89,"y":463,"width":521,"height":13}},{"id":"567bad11-5492-46c7-b776-0ca9cb2e8898","block_type":"box","text":"8. Make any investment inconsistent with the Fund’s classification as a diversified company under the Investment","page_number":47,"box":{"x":89,"y":484,"width":817,"height":12}},{"id":"d642709b-ff4f-4ccb-bc0f-2c6376314f0e","block_type":"box","text":"Company Act.","page_number":47,"box":{"x":128,"y":499,"width":98,"height":12}},{"id":"41766a69-cb43-4ed2-b3de-e58ba6670f37","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":47,"box":{"x":88,"y":525,"width":476,"height":12}},{"id":"81a5f861-62b9-4553-a382-ab5d5abd55a5","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":47,"box":{"x":88,"y":552,"width":833,"height":12}},{"id":"92ff4a2e-d827-4f89-b2eb-369856fd35f5","block_type":"box","text":"change without shareholder approval.","page_number":47,"box":{"x":89,"y":567,"width":265,"height":12}},{"id":"b939f4f4-e745-4f7c-897e-40d94abcc3fb","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":47,"box":{"x":88,"y":593,"width":853,"height":13}},{"id":"3f1abbd0-053e-4e8d-9ea1-814a68638cd8","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":47,"box":{"x":89,"y":608,"width":855,"height":13}},{"id":"004b46c6-7d41-40ce-b054-11b043fe4d85","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":47,"box":{"x":89,"y":623,"width":840,"height":13}},{"id":"f4309e0d-1ef5-4b0e-a5ed-12aaa88a201f","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":47,"box":{"x":89,"y":639,"width":877,"height":12}},{"id":"807c6820-144b-42db-9343-de33f4bdaf94","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":47,"box":{"x":89,"y":654,"width":856,"height":12}},{"id":"3a322391-ce4b-4ef4-b901-579b5b119710","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":47,"box":{"x":88,"y":669,"width":861,"height":12}},{"id":"c7b9bd12-762e-435c-9bf2-3c1be849547e","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":47,"box":{"x":89,"y":684,"width":805,"height":12}},{"id":"ab3bf38c-ce57-4b0b-9851-173eb9b7c727","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":47,"box":{"x":89,"y":699,"width":848,"height":12}},{"id":"6ed400aa-6a08-47db-afe8-d47c5617c186","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":47,"box":{"x":89,"y":714,"width":820,"height":12}},{"id":"19bfd35f-7859-4776-b089-fa493a94e1a3","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":47,"box":{"x":89,"y":729,"width":809,"height":13}},{"id":"dc826013-b2d8-46a5-9f09-fa4839623e32","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":47,"box":{"x":89,"y":744,"width":815,"height":13}},{"id":"a127508f-9dc0-4df1-b154-0cd934b00dac","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":47,"box":{"x":89,"y":759,"width":873,"height":13}},{"id":"e79317a8-fc86-4a11-8703-693ee69a31cf","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":47,"box":{"x":89,"y":775,"width":846,"height":12}},{"id":"48785b19-4554-4cb0-846a-5a6b652e82a4","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":47,"box":{"x":89,"y":790,"width":851,"height":12}},{"id":"5ac7ffa8-425f-44ce-8770-3055bc1ca353","block_type":"box","text":"authority to the Fund as to how to classify issuers within or among industries.","page_number":47,"box":{"x":89,"y":805,"width":545,"height":12}},{"id":"07cb38d8-9135-4df4-bfc4-a9778c7c385b","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":47,"box":{"x":88,"y":831,"width":844,"height":13}},{"id":"f1cde125-0539-423b-b7be-96e4403e84e5","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":47,"box":{"x":89,"y":846,"width":870,"height":13}},{"id":"801476ab-e560-4a60-ac38-c0df253ef051","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":47,"box":{"x":88,"y":862,"width":863,"height":12}},{"id":"06f4c222-3a21-4453-bc86-14766d862e41","block_type":"box","text":"30","page_number":47,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a142b049-9e24-44b7-bac7-cf5ff8937d51","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":48,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"f701503e-4b10-4b9a-857b-1a6ed00c6bfe","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":48,"box":{"x":89,"y":59,"width":854,"height":12}},{"id":"5bae916e-9573-4786-8f8a-186787ef0141","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":48,"box":{"x":88,"y":74,"width":840,"height":12}},{"id":"486e170d-4a7f-43b8-b2dc-b1d48c497ed2","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":48,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"9b6a1933-cb3a-473c-8248-ee4daff3d25e","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":48,"box":{"x":89,"y":104,"width":860,"height":13}},{"id":"1ef6ab69-8276-42f2-bc9b-41357bdedb75","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":48,"box":{"x":89,"y":119,"width":857,"height":13}},{"id":"bcd300f8-df0f-470e-98a4-80aaae9908f3","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":48,"box":{"x":89,"y":135,"width":867,"height":12}},{"id":"f29718a9-e51a-4b29-a07d-bbe08cf541d0","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":48,"box":{"x":89,"y":150,"width":865,"height":12}},{"id":"8d46af27-6931-49ce-aa36-bebf610f4ad6","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":48,"box":{"x":88,"y":165,"width":855,"height":12}},{"id":"fd98c463-5bb5-4a97-a08d-78ccb9835d9e","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":48,"box":{"x":88,"y":180,"width":849,"height":12}},{"id":"d1ec899d-7253-44b4-a345-a7cbdc53bae6","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":48,"box":{"x":89,"y":195,"width":831,"height":12}},{"id":"86a2db2a-039d-4425-ba74-ac3660731a8d","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":48,"box":{"x":89,"y":210,"width":545,"height":13}},{"id":"41489c24-4409-4372-9d76-993e9657521c","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":48,"box":{"x":88,"y":237,"width":875,"height":12}},{"id":"9ff304af-f3bf-4538-bad1-ba1c538f0d61","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":48,"box":{"x":89,"y":252,"width":876,"height":12}},{"id":"181c0431-1484-4a14-a5ef-4ac7a88fb8d4","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":48,"box":{"x":89,"y":267,"width":876,"height":12}},{"id":"a257c04b-34fe-4e8b-9a48-bf18cadb1d6a","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":48,"box":{"x":89,"y":282,"width":788,"height":12}},{"id":"461e81a2-024a-4fa5-9fc3-c0e99dcc9118","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":48,"box":{"x":89,"y":297,"width":813,"height":11}},{"id":"8e9a66d3-517e-4b26-88ca-4e72332680f1","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":48,"box":{"x":89,"y":312,"width":846,"height":13}},{"id":"d1d4a2a2-46ae-48bb-b381-f5a965f75e3f","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":48,"box":{"x":89,"y":327,"width":854,"height":13}},{"id":"fd631744-4753-4f66-b238-16243284a32e","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":48,"box":{"x":89,"y":342,"width":822,"height":13}},{"id":"3f8a425a-01fc-4434-bdc2-fd2efd052682","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":48,"box":{"x":89,"y":358,"width":836,"height":12}},{"id":"d9505982-237b-45a6-bd45-56b635dfde3e","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":48,"box":{"x":89,"y":373,"width":829,"height":12}},{"id":"0c1881b6-bb42-4694-b9be-8efd26a854e0","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":48,"box":{"x":89,"y":388,"width":860,"height":12}},{"id":"34f5f231-9bd9-4bf1-8144-8d03781bf74e","block_type":"box","text":"law.","page_number":48,"box":{"x":89,"y":403,"width":25,"height":10}},{"id":"a724c006-e9f6-4c73-b9e0-146ebc80261e","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":48,"box":{"x":88,"y":429,"width":836,"height":13}},{"id":"1d8cc56a-411c-481b-9d5b-f6f96d89d8bb","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":48,"box":{"x":89,"y":445,"width":855,"height":12}},{"id":"d557e601-8eeb-4b26-ad84-f44ef421b8b0","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":48,"box":{"x":88,"y":460,"width":878,"height":12}},{"id":"0c54f12f-e3aa-40d4-b7c4-1e484a9b3822","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":48,"box":{"x":89,"y":475,"width":861,"height":12}},{"id":"52913cf7-b74c-466d-9add-5ddb7eede996","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":48,"box":{"x":89,"y":490,"width":841,"height":12}},{"id":"259ab3c3-cf41-4e17-bcd3-fc917c0b74b3","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":48,"box":{"x":89,"y":505,"width":363,"height":11}},{"id":"5ffde7ff-57aa-4079-9003-b242660bded0","block_type":"box","text":"The Fund is currently classified as a diversified fund under the Investment Company Act. This means that the Fund may not","page_number":48,"box":{"x":88,"y":531,"width":866,"height":13}},{"id":"2c4b0093-fdda-458b-9b94-e3e3133226c3","block_type":"box","text":"purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":48,"box":{"x":89,"y":547,"width":834,"height":12}},{"id":"2c303181-0fdd-418b-a1e0-cac770be26b8","block_type":"box","text":"instrumentalities and (ii) securities of other investment companies) if, respect to 75% of its total assets, (a) a more than 5%","page_number":48,"box":{"x":89,"y":562,"width":865,"height":12}},{"id":"ec42895d-12cb-4e59-92ab-d93467eb36b6","block_type":"box","text":"of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the","page_number":48,"box":{"x":89,"y":577,"width":841,"height":12}},{"id":"8c5c1182-bfc9-4ecf-9e0e-9fe815c94a7d","block_type":"box","text":"outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund can invest more","page_number":48,"box":{"x":89,"y":592,"width":860,"height":12}},{"id":"f13d1b87-bb37-440a-ad16-b78d3ee01a7e","block_type":"box","text":"than 5% of its assets in one issuer. Under the Investment Company Act, the Fund cannot change its classification from","page_number":48,"box":{"x":88,"y":607,"width":830,"height":12}},{"id":"720ce592-dbf1-4004-bb60-4108e50efa46","block_type":"box","text":"diversified to non-diversified without shareholder approval.","page_number":48,"box":{"x":89,"y":622,"width":412,"height":12}},{"id":"65fb0425-091e-4a2f-a9bd-4e7b0562146f","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund.","page_number":48,"box":{"x":89,"y":649,"width":364,"height":9}},{"id":"891806ea-a45f-499a-891b-1b795fa2d038","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":48,"box":{"x":89,"y":675,"width":859,"height":12}},{"id":"3624e466-60e7-4156-a0ce-48149cf1359b","block_type":"box","text":"Fund may not:","page_number":48,"box":{"x":89,"y":690,"width":100,"height":13}},{"id":"a3ae43dc-0a5d-430e-8fed-a42701f54df4","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":48,"box":{"x":90,"y":710,"width":841,"height":13}},{"id":"013cb9b2-a713-4109-8b8f-e707bf0476c6","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":48,"box":{"x":128,"y":725,"width":800,"height":13}},{"id":"71df4ed6-15c9-4494-a4b7-fc07761ff227","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":48,"box":{"x":128,"y":741,"width":785,"height":12}},{"id":"6e7465b5-8bf4-4325-b23c-c9b1deee87c6","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":48,"box":{"x":129,"y":756,"width":773,"height":12}},{"id":"48ef2a41-fd93-4a0e-be84-bbff4d8abfde","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":48,"box":{"x":128,"y":771,"width":793,"height":12}},{"id":"07fc674e-dc11-44e5-a708-4e56aaa91176","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":48,"box":{"x":128,"y":786,"width":659,"height":12}},{"id":"4b40c9cd-4aef-45a8-aad3-3b79e3f48c73","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":48,"box":{"x":89,"y":806,"width":878,"height":11}},{"id":"e6bddd29-b234-4dcb-8a81-f8ffdfb4dca3","block_type":"box","text":"net assets, plus the amount of any borrowings for investment purposes, in component securities of the Underlying","page_number":48,"box":{"x":128,"y":821,"width":801,"height":13}},{"id":"a80f80f8-16cf-4661-8495-36db67d3f9ec","block_type":"box","text":"Index or in Depositary Receipts representing component securities in the Underlying Index.","page_number":48,"box":{"x":128,"y":836,"width":636,"height":13}},{"id":"e6a6a8dc-71c7-4e87-8c1f-722d36b2d4c8","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":48,"box":{"x":88,"y":863,"width":780,"height":12}},{"id":"223b24c3-adbd-40b9-979e-b5b047a2fe71","block_type":"box","text":"31","page_number":48,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"3e90ceaf-ad3e-4eb3-bc94-e18ddaf65dd3","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":49,"box":{"x":88,"y":44,"width":645,"height":12}},{"id":"b5719ec8-cba8-495b-b662-9037c6c40b87","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":49,"box":{"x":89,"y":70,"width":861,"height":13}},{"id":"9b7dd296-29c9-481e-a288-7806ffb27ffa","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":49,"box":{"x":89,"y":85,"width":829,"height":13}},{"id":"ef20a838-2ce3-484c-9ee9-e864a85d51a1","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":49,"box":{"x":89,"y":101,"width":871,"height":12}},{"id":"1a5836aa-a022-48b4-b7bc-d35a27f6ec58","block_type":"box","text":"the Fund to dispose of an investment.","page_number":49,"box":{"x":88,"y":116,"width":264,"height":12}},{"id":"d36b499f-7467-4b34-a9e3-7ec570aae46f","block_type":"box","text":"Continuous Offering","page_number":49,"box":{"x":90,"y":146,"width":338,"height":30}},{"id":"c465483c-ee93-4bca-bf9d-1b4be23d15a8","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":49,"box":{"x":88,"y":188,"width":821,"height":12}},{"id":"cfa79440-b95d-4eff-9cb5-aba67d3ea9ae","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":49,"box":{"x":89,"y":203,"width":865,"height":12}},{"id":"faa6d7a5-d468-46a8-800f-1363dd66f21f","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":49,"box":{"x":89,"y":218,"width":849,"height":12}},{"id":"4c9a1534-db7d-4a01-85fd-6d22d0d63c73","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":49,"box":{"x":89,"y":233,"width":849,"height":12}},{"id":"0f899968-5b62-483d-a6fc-24096027d1e6","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":49,"box":{"x":88,"y":248,"width":877,"height":12}},{"id":"3011e1a1-aa96-4845-86cc-a02af3752db7","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":49,"box":{"x":89,"y":274,"width":860,"height":13}},{"id":"5ace2a47-b068-4382-b483-1bee1e0bf915","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":49,"box":{"x":89,"y":290,"width":853,"height":12}},{"id":"70f528ad-9c84-4cb9-b522-311001385aa2","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":49,"box":{"x":89,"y":305,"width":868,"height":12}},{"id":"8d00f057-e656-40f3-8176-369f47047805","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":49,"box":{"x":88,"y":320,"width":863,"height":12}},{"id":"f52bb2f6-0817-41b9-b27e-ecf7a88ec244","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":49,"box":{"x":88,"y":335,"width":861,"height":12}},{"id":"88ea5327-0df0-474e-81b9-08c75152a81f","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":49,"box":{"x":89,"y":350,"width":862,"height":12}},{"id":"4ef0d5e9-eabb-44fd-be55-0c65704b4504","block_type":"box","text":"an underwriter.","page_number":49,"box":{"x":89,"y":365,"width":105,"height":10}},{"id":"5ee3a659-5b03-483a-9956-3a745721e3d4","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":49,"box":{"x":89,"y":392,"width":817,"height":12}},{"id":"af9c341e-38c2-42b1-a229-7a347c651601","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":49,"box":{"x":88,"y":407,"width":858,"height":12}},{"id":"8952aecc-082d-415f-a58a-b7988cbefd0b","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":49,"box":{"x":89,"y":422,"width":875,"height":12}},{"id":"e04653b6-b44a-4e8d-b55a-2c78b669ba0c","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":49,"box":{"x":88,"y":437,"width":824,"height":12}},{"id":"accca403-c735-492a-8c96-6215cd057b45","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":49,"box":{"x":89,"y":452,"width":864,"height":12}},{"id":"e1a15111-85c3-4f17-9219-4c98404c0edd","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":49,"box":{"x":88,"y":467,"width":875,"height":13}},{"id":"546afcc0-262c-48e0-9b16-def1c4d1662c","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":49,"box":{"x":89,"y":482,"width":845,"height":13}},{"id":"2d04af94-2fc0-4664-9c5a-9d725f1111f3","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":49,"box":{"x":89,"y":497,"width":412,"height":13}},{"id":"540be8c7-51bf-4439-9ffd-579c9df2cb68","block_type":"box","text":"Management","page_number":49,"box":{"x":90,"y":529,"width":225,"height":29}},{"id":"d709bf7a-acf3-4cd9-95ec-8c3f3e7e4df3","block_type":"box","text":"Trustees and Officers.","page_number":49,"box":{"x":88,"y":569,"width":157,"height":10}},{"id":"f3d57f41-a41d-40f7-96d5-c1a101b5a6e2","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":49,"box":{"x":254,"y":569,"width":663,"height":13}},{"id":"9ed97f56-c331-40be-8817-f56d99fae3d2","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":49,"box":{"x":89,"y":584,"width":875,"height":13}},{"id":"dd26e358-49f7-4ed7-8b9c-850d27188f82","block_type":"box","text":"removed, dies, retires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and","page_number":49,"box":{"x":89,"y":599,"width":817,"height":13}},{"id":"fe0a4524-fade-4084-a035-e045efd2fac6","block_type":"box","text":"qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940","page_number":49,"box":{"x":89,"y":615,"width":861,"height":12}},{"id":"f6ecedfc-fe7d-4dce-9467-ac0d54a926ec","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":49,"box":{"x":88,"y":630,"width":578,"height":12}},{"id":"82c5a2a4-c54b-4549-a51a-87e8b55947f4","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":49,"box":{"x":88,"y":656,"width":867,"height":13}},{"id":"ad015e70-2e53-4992-8e42-57e5bd0f8bd7","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":49,"box":{"x":89,"y":671,"width":857,"height":13}},{"id":"d96b9dd7-1946-4794-8330-0de401fbb8e8","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":49,"box":{"x":89,"y":686,"width":854,"height":13}},{"id":"b6e32346-061e-4fa3-aef5-d7126c61234f","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust and, as a result, oversees all","page_number":49,"box":{"x":89,"y":702,"width":869,"height":11}},{"id":"088d6786-a502-4b50-ad98-c4f758ab0af2","block_type":"box","text":"of the funds within the iShares Complex, which consists of 424 funds as of November 28, 2025. With the exception of","page_number":49,"box":{"x":89,"y":717,"width":824,"height":12}},{"id":"4af09bc2-5606-40a3-81a0-5909e8331d08","block_type":"box","text":"Stephen Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400","page_number":49,"box":{"x":88,"y":732,"width":861,"height":12}},{"id":"16d60ce2-59a3-4950-ad56-ad2a2d9b13b2","block_type":"box","text":"Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson","page_number":49,"box":{"x":89,"y":747,"width":849,"height":12}},{"id":"b6ec01a3-aa14-4178-ad7a-c0d00714de26","block_type":"box","text":"Yards, New York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue,","page_number":49,"box":{"x":88,"y":762,"width":840,"height":12}},{"id":"4866dacb-f1e3-4c4f-bc69-eb81d86a2609","block_type":"box","text":"London EC2N 2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional","page_number":49,"box":{"x":89,"y":777,"width":848,"height":12}},{"id":"d0077a5b-a428-4ba3-aa7c-9ebca6168acc","block_type":"box","text":"information about the Fund’s Trustees and officers may be found in this SAI, which is available without charge, upon request,","page_number":49,"box":{"x":89,"y":792,"width":876,"height":13}},{"id":"8462f2b9-7a3d-432e-86c7-79968d53d7dc","block_type":"box","text":"by calling toll-free 1-800-iShares (1-800-474-2737).","page_number":49,"box":{"x":89,"y":807,"width":358,"height":13}},{"id":"daef4d25-7ca8-462e-b02f-e3703144b280","block_type":"box","text":"32","page_number":49,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5b946ff3-d0f3-4de6-8e42-a4756c735147","block_type":"box","text":"Interested Trustees","page_number":50,"box":{"x":89,"y":44,"width":138,"height":10}},{"id":"04af2cbd-d217-48ae-a6ee-030194d4abbc","block_type":"box","text":"Name (Year of Birth) Position","page_number":50,"box":{"x":103,"y":84,"width":247,"height":9}},{"id":"e326117c-a3d2-4c51-afee-be596cc9db23","block_type":"box","text":"Principal Occupation(s)","page_number":50,"box":{"x":485,"y":74,"width":135,"height":9}},{"id":"f24e9ffa-f465-4441-a042-386e6f5d9604","block_type":"box","text":"During the Past 5 Years","page_number":50,"box":{"x":486,"y":84,"width":134,"height":9}},{"id":"9b8fdafe-99bd-4425-b47e-b076413907c0","block_type":"box","text":"Other Directorships","page_number":50,"box":{"x":780,"y":74,"width":113,"height":9}},{"id":"1614869e-1dde-4f40-8e95-dda3ae398fd7","block_type":"box","text":"Held by Trustee","page_number":50,"box":{"x":792,"y":84,"width":89,"height":9}},{"id":"30b4e86c-851d-4825-b68a-8fef233a13a3","block_type":"box","text":"Robert S. Kapito","page_number":50,"box":{"x":89,"y":106,"width":111,"height":12}},{"id":"32837e74-e107-4431-bb81-26502befa254","block_type":"box","text":"1","page_number":50,"box":{"x":202,"y":104,"width":2,"height":6}},{"id":"4b0639e4-ecc2-4e89-b3ce-0734478e6859","block_type":"box","text":"(1957)","page_number":50,"box":{"x":89,"y":121,"width":44,"height":12}},{"id":"bcca0c12-5f5c-497f-b79c-6773b099bfce","block_type":"box","text":"Trustee","page_number":50,"box":{"x":254,"y":106,"width":52,"height":9}},{"id":"00723e83-8b7b-4421-918a-3a552ad0b1b4","block_type":"box","text":"(since 2009).","page_number":50,"box":{"x":255,"y":121,"width":90,"height":12}},{"id":"21c74d20-3d31-4fc2-b719-59bee10c3905","block_type":"box","text":"President of BlackRock, Inc. (since","page_number":50,"box":{"x":422,"y":106,"width":237,"height":12}},{"id":"b5d390bf-8dc9-4baa-a158-87a25a96cb65","block_type":"box","text":"2006); Vice Chairman of BlackRock,","page_number":50,"box":{"x":421,"y":121,"width":249,"height":12}},{"id":"1fc13cb4-7994-44e5-aea1-28a9bea71793","block_type":"box","text":"Inc. and Head of BlackRock’s","page_number":50,"box":{"x":422,"y":136,"width":200,"height":10}},{"id":"d63d021e-ae52-4e14-9659-31142e3d8fdf","block_type":"box","text":"Portfolio Management Group (since","page_number":50,"box":{"x":422,"y":151,"width":250,"height":12}},{"id":"298981c8-8fc7-4171-be03-13fb70c83444","block_type":"box","text":"its formation in 1998) and BlackRock,","page_number":50,"box":{"x":422,"y":166,"width":261,"height":12}},{"id":"1584a938-5ed4-4810-b7eb-02805ba628e5","block_type":"box","text":"Inc.’s predecessor entities (since","page_number":50,"box":{"x":422,"y":181,"width":225,"height":13}},{"id":"40d7571c-cf3d-47ff-bb86-8a82c883164a","block_type":"box","text":"1988); Trustee, University of","page_number":50,"box":{"x":423,"y":196,"width":196,"height":13}},{"id":"24950a48-9153-4ea9-9e83-40f4361eaca4","block_type":"box","text":"Pennsylvania (since 2009); President","page_number":50,"box":{"x":422,"y":211,"width":255,"height":13}},{"id":"167c9c41-15d1-47ab-a839-9b37a162abba","block_type":"box","text":"of Board of Directors, Hope & Heroes","page_number":50,"box":{"x":421,"y":227,"width":258,"height":12}},{"id":"5bd59ce5-6147-4649-a1bf-ec1557391b8b","block_type":"box","text":"Children’s Cancer Fund (since 2002).","page_number":50,"box":{"x":421,"y":242,"width":257,"height":12}},{"id":"dd0f18fa-29c7-4427-a306-ff66c5eafcb4","block_type":"box","text":"Director of BlackRock, Inc. (since","page_number":50,"box":{"x":705,"y":106,"width":229,"height":12}},{"id":"884c9dd5-4f5c-4d3a-bc53-cc4a90a637bb","block_type":"box","text":"2006); Director of iShares, Inc. (since","page_number":50,"box":{"x":705,"y":121,"width":258,"height":12}},{"id":"a05bd002-3435-4a37-bea0-b9ef64918dc4","block_type":"box","text":"2009); Trustee of iShares U.S. ETF","page_number":50,"box":{"x":705,"y":136,"width":236,"height":12}},{"id":"e76b6812-200b-4e37-9a79-b6a2e3083bbd","block_type":"box","text":"Trust (since 2011).","page_number":50,"box":{"x":704,"y":151,"width":130,"height":12}},{"id":"c939915d-c88f-4c5e-a9ff-14c347b86344","block_type":"box","text":"Stephen Cohen","page_number":50,"box":{"x":88,"y":262,"width":107,"height":12}},{"id":"a954f732-7719-428f-a35b-eccf6a973256","block_type":"box","text":"2","page_number":50,"box":{"x":197,"y":260,"width":5,"height":6}},{"id":"e11b4444-8195-497b-bad6-67f29daafe11","block_type":"box","text":"(1975)","page_number":50,"box":{"x":89,"y":277,"width":44,"height":12}},{"id":"9c6f6b37-e74c-4c8a-b17b-36a09add3574","block_type":"box","text":"Trustee (since","page_number":50,"box":{"x":254,"y":262,"width":99,"height":12}},{"id":"06eda0fd-e23f-40b4-afa4-c814ccd0edfe","block_type":"box","text":"2024).","page_number":50,"box":{"x":255,"y":277,"width":43,"height":12}},{"id":"88d8063d-ee0a-492a-8c94-6a07a081be8f","block_type":"box","text":"Senior Managing Director, Head of","page_number":50,"box":{"x":421,"y":262,"width":243,"height":12}},{"id":"dc47369a-2d7a-438a-8b3c-397333ddfa5d","block_type":"box","text":"Global Product Solutions of","page_number":50,"box":{"x":421,"y":277,"width":193,"height":10}},{"id":"21bf9987-e71d-4d5b-9cf9-311e6a56805a","block_type":"box","text":"BlackRock, Inc. (since 2024); Senior","page_number":50,"box":{"x":422,"y":292,"width":247,"height":12}},{"id":"f8de67c8-b26b-44f5-8dda-4173f2c0bf38","block_type":"box","text":"Managing Director, Head of Europe,","page_number":50,"box":{"x":421,"y":307,"width":250,"height":13}},{"id":"9987c07a-b9d3-41aa-a4e6-24077c27f61d","block_type":"box","text":"Middle East and Africa Regions of","page_number":50,"box":{"x":421,"y":322,"width":237,"height":13}},{"id":"2fd7e0de-5742-49f3-9861-cec4fb310969","block_type":"box","text":"BlackRock, Inc. (2021-2024); Head of","page_number":50,"box":{"x":422,"y":337,"width":257,"height":13}},{"id":"deca1a5f-4cc9-4e10-9db0-7062d0bf7695","block_type":"box","text":"iShares Index and Wealth in EMEA of","page_number":50,"box":{"x":422,"y":353,"width":258,"height":9}},{"id":"b9712c4d-9598-48cd-a392-15ed588f29c5","block_type":"box","text":"BlackRock, Inc. (2017-2021); Global","page_number":50,"box":{"x":422,"y":368,"width":244,"height":12}},{"id":"c34b2d14-8d71-45bc-b2eb-4a341be5a2d1","block_type":"box","text":"Head of Fixed Income Indexing of","page_number":50,"box":{"x":422,"y":383,"width":236,"height":12}},{"id":"b10f6ad9-724e-4987-930f-5acf49f54033","block_type":"box","text":"BlackRock, Inc. (2016-2017); Chief","page_number":50,"box":{"x":422,"y":398,"width":238,"height":12}},{"id":"66b67afe-1572-49b2-b74f-e6ca43e9dfb6","block_type":"box","text":"Investment Strategist for","page_number":50,"box":{"x":422,"y":413,"width":172,"height":12}},{"id":"107b026c-d157-43c5-af5b-50c05d15a091","block_type":"box","text":"International Fixed Income and","page_number":50,"box":{"x":422,"y":428,"width":216,"height":10}},{"id":"74d64761-d92f-4da7-8b06-d5761c69378d","block_type":"box","text":"iShares of BlackRock, Inc. 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Among the","page_number":54,"box":{"x":89,"y":200,"width":820,"height":12}},{"id":"f65df904-8353-4e39-b755-b524b390d7f1","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":54,"box":{"x":89,"y":215,"width":867,"height":13}},{"id":"0f589bf5-575c-4274-be02-82e1956a0196","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":54,"box":{"x":88,"y":230,"width":819,"height":13}},{"id":"50aaaa0f-1913-4d21-bfad-c7c8391ead73","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":54,"box":{"x":89,"y":245,"width":872,"height":13}},{"id":"eb589636-876f-4569-8ad9-1f3a2aa7524d","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":54,"box":{"x":88,"y":261,"width":807,"height":12}},{"id":"763ecc96-9b29-4465-af17-bdba7c5a926b","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":54,"box":{"x":89,"y":276,"width":869,"height":12}},{"id":"3deed44f-0b18-411c-9f66-5541c372be9c","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":54,"box":{"x":89,"y":291,"width":843,"height":12}},{"id":"5368c612-a54b-41d1-91b4-a25a53c3fd66","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":54,"box":{"x":89,"y":306,"width":816,"height":12}},{"id":"12b5eb09-ec42-49b7-aba1-d8c59803785e","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":54,"box":{"x":89,"y":321,"width":872,"height":12}},{"id":"3d914170-cbca-4b8b-aed8-7b5bc22df8cc","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":54,"box":{"x":89,"y":336,"width":383,"height":13}},{"id":"0397220a-da1c-4c5c-88d4-cdec19495c20","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2009. Mr. Kapito has also served as a Director of iShares, Inc. since","page_number":54,"box":{"x":89,"y":363,"width":842,"height":12}},{"id":"6a46855b-10a0-41b4-8758-66c4898ab760","block_type":"box","text":"2009, a Trustee of iShares U.S. ETF Trust since 2011 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a","page_number":54,"box":{"x":89,"y":378,"width":832,"height":12}},{"id":"a98a01d2-debb-43b0-872c-1a2cf57b4577","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of","page_number":54,"box":{"x":89,"y":393,"width":877,"height":12}},{"id":"93e01fb3-b10d-4af0-bd94-2d971c938e54","block_type":"box","text":"BlackRock, Inc. and BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of","page_number":54,"box":{"x":89,"y":408,"width":855,"height":12}},{"id":"7aae1863-0942-43db-bcca-e88d6f7d1ab4","block_type":"box","text":"the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight","page_number":54,"box":{"x":88,"y":423,"width":880,"height":12}},{"id":"917d8816-d229-4258-a2e1-978d71c625bf","block_type":"box","text":"of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk &","page_number":54,"box":{"x":89,"y":438,"width":865,"height":13}},{"id":"409dc5d4-f5a5-452c-b521-fec474cbfdde","block_type":"box","text":"Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock,","page_number":54,"box":{"x":89,"y":453,"width":876,"height":13}},{"id":"c6017667-4a65-4c59-ae6b-58f691e91a6f","block_type":"box","text":"Inc. and Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio","page_number":54,"box":{"x":89,"y":468,"width":823,"height":13}},{"id":"ca142132-ea46-4d50-a8c5-cd18787df9d2","block_type":"box","text":"management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito","page_number":54,"box":{"x":89,"y":484,"width":864,"height":12}},{"id":"0e374a85-c985-4cee-8829-1e8d9464a718","block_type":"box","text":"serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of","page_number":54,"box":{"x":89,"y":499,"width":841,"height":12}},{"id":"44973a62-8903-4927-ad09-934194ef58ff","block_type":"box","text":"Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since","page_number":54,"box":{"x":89,"y":514,"width":853,"height":12}},{"id":"48e1d178-4626-4acf-b3b2-827fce55c96b","block_type":"box","text":"2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an","page_number":54,"box":{"x":89,"y":529,"width":876,"height":12}},{"id":"d0db1e7e-f667-4079-b414-6a0c22628477","block_type":"box","text":"MBA degree from Harvard Business School in 1983.","page_number":54,"box":{"x":89,"y":544,"width":360,"height":12}},{"id":"0311446d-ff55-459b-ad4e-c0d40867998a","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":54,"box":{"x":88,"y":570,"width":841,"height":13}},{"id":"476c344b-f360-457b-bd15-6d97e0b66f6f","block_type":"box","text":"Trustee of iShares U.S. ETF Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management","page_number":54,"box":{"x":88,"y":586,"width":865,"height":12}},{"id":"baa667f5-14d8-4445-a40a-d1e7de34bffa","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":54,"box":{"x":89,"y":601,"width":854,"height":12}},{"id":"b76519bd-6742-43a6-a4eb-4371bfa2cf29","block_type":"box","text":"Senior Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen","page_number":54,"box":{"x":88,"y":616,"width":869,"height":12}},{"id":"9ec6020b-b0bf-4417-9106-fa58c79ef5aa","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":54,"box":{"x":89,"y":631,"width":856,"height":12}},{"id":"540cc331-dd97-4b0a-a9c5-be7cd2863e79","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":54,"box":{"x":89,"y":646,"width":846,"height":12}},{"id":"f7948e34-c0b2-4acb-9370-b6416b017a3c","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":54,"box":{"x":88,"y":661,"width":830,"height":13}},{"id":"32c77f77-b54d-43d6-8a1b-52bfaba1d16f","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":54,"box":{"x":89,"y":676,"width":866,"height":13}},{"id":"b6a0816a-96c6-4d81-b1e9-fb2291f5e6f6","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":54,"box":{"x":89,"y":691,"width":857,"height":13}},{"id":"c71eaa9e-106e-43b5-a391-46ec1b62ba8d","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":54,"box":{"x":89,"y":707,"width":861,"height":12}},{"id":"4673d5e9-024d-4ff8-91a6-6c89d5ee8004","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":54,"box":{"x":89,"y":722,"width":865,"height":12}},{"id":"8dac4611-4ee2-4a75-8c94-d19309a3cea0","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":54,"box":{"x":89,"y":737,"width":861,"height":12}},{"id":"e32df2a2-9fde-49c7-b059-b018bb8272c0","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":54,"box":{"x":89,"y":752,"width":845,"height":12}},{"id":"61d073b9-e67d-4c36-a5f1-d25cbf1f7fa5","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":54,"box":{"x":89,"y":767,"width":844,"height":12}},{"id":"ae724941-83e7-4ad8-b4cc-21912f01bd56","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":54,"box":{"x":88,"y":782,"width":862,"height":12}},{"id":"122a7e72-f94a-48a6-9180-775563ea7ea4","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":54,"box":{"x":89,"y":797,"width":410,"height":13}},{"id":"c55d9b62-b896-40ce-b804-cbe5be386bae","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2005 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":54,"box":{"x":88,"y":824,"width":858,"height":12}},{"id":"ce555f0b-788f-4fd8-b12c-531b5adb74c6","block_type":"box","text":"served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Equity Plus and","page_number":54,"box":{"x":89,"y":839,"width":849,"height":12}},{"id":"f6130015-9522-416f-a86a-c3309f4e8bfd","block_type":"box","text":"Nominating and Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr.","page_number":54,"box":{"x":89,"y":854,"width":830,"height":12}},{"id":"a47aa345-86b6-4431-aadd-6fdd226daea2","block_type":"box","text":"37","page_number":54,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9405c7dd-ec78-4dc8-850f-90dd87aae841","block_type":"box","text":"Kerrigan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief","page_number":55,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"d4879505-1f3c-4ce4-a533-ef0230de0248","block_type":"box","text":"Investment Officer of Santa Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill","page_number":55,"box":{"x":89,"y":59,"width":842,"height":12}},{"id":"7e0cad0e-3a8b-4b48-889d-e680e6ca4012","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":55,"box":{"x":89,"y":74,"width":861,"height":12}},{"id":"55b5c83d-91db-4e44-917d-b711e72daf06","block_type":"box","text":"Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan","page_number":55,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"23eeb979-bc1d-4432-abf1-cf3e6a3acc76","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":55,"box":{"x":89,"y":104,"width":618,"height":13}},{"id":"229687d9-1482-434f-b37f-bd8652da3b27","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":55,"box":{"x":88,"y":131,"width":837,"height":12}},{"id":"447b0622-26e8-45d4-a017-b5be2e046830","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2015 and Chair of the","page_number":55,"box":{"x":89,"y":146,"width":819,"height":11}},{"id":"d76ea77c-2ac1-4af9-92bc-364608b6de52","block_type":"box","text":"Securities Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly","page_number":55,"box":{"x":88,"y":161,"width":832,"height":12}},{"id":"46ee6f99-78e1-4bc3-9ae3-dae5d5fa3dd9","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":55,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"f892df7e-7859-46e7-90c8-a594cc4d8c9d","block_type":"box","text":"of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director","page_number":55,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"ee5486a0-8f0b-4f59-859a-0a9bff40195e","block_type":"box","text":"and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that,","page_number":55,"box":{"x":89,"y":206,"width":872,"height":13}},{"id":"69353f79-7e51-4b6f-9875-cccea7738fae","block_type":"box","text":"Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":55,"box":{"x":89,"y":222,"width":835,"height":12}},{"id":"8bd613bf-fd19-4cd2-911e-08d3ec4fb19a","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":55,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"333cbf78-a76e-4104-a850-01dd36ef3fea","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":55,"box":{"x":89,"y":252,"width":852,"height":12}},{"id":"d2af849c-05da-4281-93c6-0887e5e9d994","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":55,"box":{"x":89,"y":267,"width":865,"height":11}},{"id":"563d05f7-1c9f-4602-9c32-d545c132d580","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":55,"box":{"x":89,"y":282,"width":876,"height":12}},{"id":"554b86df-098d-459a-bf5f-50dc1d614782","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":55,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"600f1bc9-aac9-42f8-8b70-28047742175e","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":55,"box":{"x":88,"y":312,"width":859,"height":13}},{"id":"3fdba6e4-14e9-4e21-aa07-a1f6bac2d71c","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":55,"box":{"x":88,"y":327,"width":854,"height":13}},{"id":"afa3fb5d-cc8e-4649-a84d-04f8710fc321","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":55,"box":{"x":89,"y":342,"width":841,"height":13}},{"id":"0bbb447f-c4b8-484f-9078-760df70f83ec","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":55,"box":{"x":88,"y":358,"width":713,"height":12}},{"id":"46388bad-5388-4e49-85b1-447221d47190","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":55,"box":{"x":89,"y":384,"width":866,"height":12}},{"id":"55e8a486-c4c6-4f2a-8073-395d36b433a3","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017 and Chair of the 15(c) Committee","page_number":55,"box":{"x":89,"y":399,"width":869,"height":13}},{"id":"bdc4a295-58c4-4377-aa96-baf9b5ba7498","block_type":"box","text":"of each Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":55,"box":{"x":89,"y":414,"width":864,"height":13}},{"id":"62af772e-4140-4122-8252-7b0355169788","block_type":"box","text":"Inc. from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently","page_number":55,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"da291b36-32e2-4b52-9f25-9937b34a57e3","block_type":"box","text":"as the U.S. asset management audit practice leader responsible for setting strategic direction and execution of the operating","page_number":55,"box":{"x":89,"y":445,"width":868,"height":12}},{"id":"7cffce52-a93f-429e-a96e-89124c713c30","block_type":"box","text":"plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at","page_number":55,"box":{"x":89,"y":460,"width":837,"height":12}},{"id":"976d6fa9-7b1b-42c9-a2dd-2fef74a1a7d5","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":55,"box":{"x":88,"y":475,"width":876,"height":12}},{"id":"c76cf4f0-77cc-4d21-8411-aa3eaaee72ba","block_type":"box","text":"served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the","page_number":55,"box":{"x":89,"y":490,"width":843,"height":12}},{"id":"8fb5f7c5-d4d6-4013-9fec-95238013db65","block_type":"box","text":"School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One","page_number":55,"box":{"x":88,"y":505,"width":866,"height":12}},{"id":"5b3ff76e-2ad1-45dd-a403-07473e71454f","block_type":"box","text":"Generation Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS","page_number":55,"box":{"x":89,"y":520,"width":871,"height":12}},{"id":"6801bd29-4041-4630-9614-c0d9fa2cefce","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":55,"box":{"x":89,"y":535,"width":316,"height":13}},{"id":"3368867d-ef05-4c64-a9a2-e2e4e184f991","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":55,"box":{"x":89,"y":562,"width":866,"height":12}},{"id":"1ee50888-28e0-4158-9737-1df2b989b105","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Audit","page_number":55,"box":{"x":89,"y":577,"width":867,"height":12}},{"id":"2509116b-d300-477d-8550-b5ff87c99078","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":55,"box":{"x":89,"y":592,"width":854,"height":12}},{"id":"764c3a4b-1bf3-4e1d-bdcf-c5b08bd321fd","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":55,"box":{"x":89,"y":607,"width":850,"height":12}},{"id":"af3bc769-5fad-4f9b-bc0f-37aa5b066490","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":55,"box":{"x":90,"y":622,"width":851,"height":12}},{"id":"848f49ee-8f49-4376-a2b8-7138e38921bb","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":55,"box":{"x":89,"y":637,"width":856,"height":12}},{"id":"ec821c02-ce84-4bd8-87dd-1924419c138e","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":55,"box":{"x":89,"y":652,"width":863,"height":13}},{"id":"de3a91f3-3e07-4d4e-be47-00ac75c2ad66","block_type":"box","text":"Accountant (inactive) and a member of the American Institute of Certified Public Accountants.","page_number":55,"box":{"x":88,"y":668,"width":665,"height":12}},{"id":"7e3dca02-4d02-420d-9f70-628afc14e614","block_type":"box","text":"Cecilia H. Herbert has been a Trustee of the Trust since 2005. Ms. Herbert has also served as a Director of iShares, Inc. since","page_number":55,"box":{"x":89,"y":694,"width":863,"height":11}},{"id":"c7385fd6-4ad0-4825-9bd4-f42d4ef4ddfb","block_type":"box","text":"2005, a Trustee of iShares U.S. ETF Trust since 2011 and Chair of the Trust’s Board from 2016 to 2021. Ms. Herbert served as a","page_number":55,"box":{"x":89,"y":709,"width":878,"height":11}},{"id":"448cc63d-2cc4-400d-ad7d-d5e9dc324018","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Previously, Ms. Herbert served as Trustee of the","page_number":55,"box":{"x":89,"y":724,"width":813,"height":13}},{"id":"41033595-c4d9-47c4-a36a-3519a9870776","block_type":"box","text":"Montgomery Funds from 1992 to 2003, the Pacific Select Funds from 2004 to 2005, the Forward Funds from 2009 to 2018,","page_number":55,"box":{"x":89,"y":739,"width":859,"height":13}},{"id":"c043fc78-38a2-4948-8030-d5159bd40a96","block_type":"box","text":"the Salient Funds from 2015 to 2018 and the Thrivent Church Loan and Income Fund from 2019 to 2022. She has served as a","page_number":55,"box":{"x":88,"y":754,"width":874,"height":10}},{"id":"0b745c54-5ed3-4c36-8a87-5f6d6a90a9d7","block_type":"box","text":"member of the Finance, Audit and Quality Committees and Trustee of Stanford Health Care since 2016 and became Chair of","page_number":55,"box":{"x":89,"y":770,"width":869,"height":12}},{"id":"e777054a-39a1-4878-9758-862475f84790","block_type":"box","text":"the Finance Committee of Stanford Health Care in 2019. She has served as a Trustee of WNET, New York’s public media","page_number":55,"box":{"x":88,"y":785,"width":834,"height":12}},{"id":"64dc37e7-92fb-4b59-a666-3a7a9e0abc78","block_type":"box","text":"station, since 2011 and a Member of its Audit Committee since 2018. She was appointed to the Wyoming State Investment","page_number":55,"box":{"x":89,"y":800,"width":860,"height":12}},{"id":"ed76c4af-fed7-49c1-9550-8c4ecb0d0ebb","block_type":"box","text":"Funds Committee in 2022. She became a member of the Governing Council of the Independent Directors Council in 2018.","page_number":55,"box":{"x":89,"y":815,"width":851,"height":12}},{"id":"ddcabf1e-0cc8-4b15-91c1-afa94813a2e2","block_type":"box","text":"She served as a Director of the Senior Center of Jackson Hole from 2020 to 2023 and of the Jackson Hole Center for the Arts","page_number":55,"box":{"x":88,"y":830,"width":865,"height":11}},{"id":"59b99bcd-952b-4a26-a9f4-16e9017de16e","block_type":"box","text":"since 2021. She was President of the Board of Catholic Charities CYO, the largest social services agency in the San Francisco","page_number":55,"box":{"x":89,"y":845,"width":864,"height":12}},{"id":"c473a68a-7e46-4caa-a3e2-4dcf8958a0f9","block_type":"box","text":"Bay Area, from 2007 to 2011 and a member of that board from 1992 to 2013. From 1973 to 1990 she worked at J.P.","page_number":55,"box":{"x":89,"y":860,"width":801,"height":13}},{"id":"bdb1db24-c837-49b6-af62-cf1837d3edc1","block_type":"box","text":"38","page_number":55,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"85abe4ba-2aa8-4f23-9cb6-2c72f779f7c4","block_type":"box","text":"Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director","page_number":56,"box":{"x":89,"y":44,"width":867,"height":12}},{"id":"316e9b84-3152-4378-8648-14f58db16507","block_type":"box","text":"and Head of the West Coast Office. Ms. Herbert has been on numerous non-profit boards, chairing investment and finance","page_number":56,"box":{"x":89,"y":59,"width":857,"height":12}},{"id":"08128d8b-e6b4-4508-b8ad-c344d9e2c636","block_type":"box","text":"committees. She holds a double major in economics and communications from Stanford University and an MBA from","page_number":56,"box":{"x":89,"y":74,"width":824,"height":12}},{"id":"6b37116e-b9ce-49fa-840c-70b364cca41e","block_type":"box","text":"Harvard Business School.","page_number":56,"box":{"x":89,"y":89,"width":175,"height":10}},{"id":"16299ee7-a09e-4dcd-ba86-d755bbb15a48","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":56,"box":{"x":88,"y":116,"width":867,"height":11}},{"id":"28407044-80a3-4f78-b81d-2c99b50b53e6","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Risk Committee of","page_number":56,"box":{"x":89,"y":131,"width":857,"height":11}},{"id":"93eb98c8-e387-4f8d-9d58-bf4d631ba1f0","block_type":"box","text":"each Board since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board","page_number":56,"box":{"x":89,"y":146,"width":856,"height":12}},{"id":"3ace6fd5-64f6-4154-974e-b7ee353b26bb","block_type":"box","text":"director, management consultant, and chief risk officer. He has previously served as a director on public, private, and fund","page_number":56,"box":{"x":89,"y":161,"width":850,"height":12}},{"id":"6f662857-9af1-4ad4-8c88-049764479af0","block_type":"box","text":"boards, including leadership roles as the chair of the risk, audit, and compliance committees. 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He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has","page_number":56,"box":{"x":89,"y":282,"width":850,"height":12}},{"id":"5e9d34fe-00df-4127-912e-9805a16e6db3","block_type":"box","text":"been an adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s","page_number":56,"box":{"x":89,"y":297,"width":860,"height":12}},{"id":"f99dab5d-a8f6-47a1-9925-512326b4141c","block_type":"box","text":"Council of Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California,","page_number":56,"box":{"x":89,"y":312,"width":865,"height":13}},{"id":"a5cc65f3-2293-43e6-a39f-ea9d9476cef7","block_type":"box","text":"Los Angeles.","page_number":56,"box":{"x":89,"y":327,"width":87,"height":13}},{"id":"4ef3e770-dcb0-4390-9305-3177bd9ee892","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":56,"box":{"x":89,"y":354,"width":865,"height":10}},{"id":"5cff5ca6-2ad7-4975-a777-a86d11b003f7","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust, and Chair of the Fixed","page_number":56,"box":{"x":89,"y":369,"width":839,"height":11}},{"id":"9bd9d1b7-3acd-4420-83c2-4af5487abe8f","block_type":"box","text":"Income Plus Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust,","page_number":56,"box":{"x":89,"y":384,"width":821,"height":12}},{"id":"97a8b31a-a49b-48a9-8b7d-c900527261b1","block_type":"box","text":"iShares, Inc. and iShares U.S. ETF Trust from 2016 to 2017. 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Mr. Lawton served in various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a","page_number":56,"box":{"x":89,"y":445,"width":846,"height":12}},{"id":"4dc92d4d-dea6-46ca-8bc1-e92b4da8b6a0","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":56,"box":{"x":88,"y":460,"width":844,"height":12}},{"id":"95405001-cfb7-4c15-a3da-8433d9c96303","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":56,"box":{"x":89,"y":475,"width":804,"height":12}},{"id":"06253821-579f-47f3-9df9-5933cef4fd0d","block_type":"box","text":"Investments from 1997 to 2008. Mr. Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr.","page_number":56,"box":{"x":89,"y":490,"width":859,"height":12}},{"id":"840e971b-02e3-4e13-9547-7a6654d32fe9","block_type":"box","text":"Lawton has a BA degree in Administrative Science from Yale University and an MBA from University of North Texas.","page_number":56,"box":{"x":89,"y":505,"width":806,"height":12}},{"id":"cface951-cbf7-4844-bb6c-3c985ecb632a","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2003 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":56,"box":{"x":88,"y":531,"width":863,"height":13}},{"id":"ecd8fc26-6cab-480b-925c-7d2efcf4acb7","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc. since 2003, a Trustee of iShares U.S. ETF Trust since 2011, and Chair","page_number":56,"box":{"x":89,"y":547,"width":877,"height":11}},{"id":"143973c4-b5fc-4b69-bf40-cacd17f1b5bc","block_type":"box","text":"of the Equity Plus Committee of each Board since 2025. 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Mr. Martinez","page_number":56,"box":{"x":89,"y":607,"width":825,"height":11}},{"id":"769288b9-c2e0-49a4-bba1-ad8f9aeb8dfc","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":56,"box":{"x":89,"y":622,"width":836,"height":12}},{"id":"50f02d67-ccb2-46c7-ab44-f386e32a2031","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":56,"box":{"x":89,"y":637,"width":817,"height":13}},{"id":"3027b090-a2a6-46fe-a1b0-9312df5d5a60","block_type":"box","text":"activities. 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Mr. Martinez has an AB","page_number":56,"box":{"x":88,"y":698,"width":853,"height":12}},{"id":"75c13ee5-c992-4c69-8dfa-7de490a0ec55","block_type":"box","text":"degree in economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The","page_number":56,"box":{"x":89,"y":713,"width":866,"height":12}},{"id":"146b1add-19d0-43a8-b59a-7edc08576c11","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":56,"box":{"x":89,"y":728,"width":333,"height":12}},{"id":"cc32a63d-728c-4e35-a210-836b4d9b542f","block_type":"box","text":"Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Nominating and Governance Committee of the","page_number":56,"box":{"x":89,"y":754,"width":866,"height":13}},{"id":"1974f3ed-50b9-44e5-8457-e4a695ba0eb6","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2011,","page_number":56,"box":{"x":88,"y":770,"width":854,"height":12}},{"id":"0f3411a0-ea5b-4862-bfc7-97647edef6a5","block_type":"box","text":"and Chair of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares","page_number":56,"box":{"x":89,"y":785,"width":869,"height":12}},{"id":"e9310056-7985-4b1a-b3eb-0ba870115e87","block_type":"box","text":"MSCI Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at","page_number":56,"box":{"x":89,"y":800,"width":858,"height":12}},{"id":"f7156f46-7968-41a7-bee4-c1316484a8ca","block_type":"box","text":"the University of Chicago Booth School of Business and also serves as Chair of the Board for the Center for Research in","page_number":56,"box":{"x":88,"y":815,"width":828,"height":12}},{"id":"c81476dc-77ce-4456-9b89-d0872caf393d","block_type":"box","text":"Security Prices, LLC, an affiliate of the University of Chicago Booth School of Business, since 2020. He has served on the","page_number":56,"box":{"x":88,"y":830,"width":835,"height":12}},{"id":"0da9e945-6a63-4978-bcd3-28a2a73b7690","block_type":"box","text":"Advisory Board of C.M. Capital Corporation since 2016 and as a Director of C.M. Capital Corporation since 2020. Mr. Rajan","page_number":56,"box":{"x":88,"y":845,"width":852,"height":12}},{"id":"8d7f9897-d626-4b54-adcb-d80262be9e38","block_type":"box","text":"has served as a director of WellBe Senior Medical since 2023. From 2001 to 2017, Mr. Rajan was the Robert K. Jaedicke","page_number":56,"box":{"x":89,"y":860,"width":821,"height":13}},{"id":"7a8614e3-ed8e-4c97-a807-7a24c3b96b0c","block_type":"box","text":"39","page_number":56,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"b44f06ef-afe5-471f-b6e7-b5e6c8e234e2","block_type":"box","text":"Professor of Accounting at the Stanford University Graduate School of Business. In April 2017, he received the school’s Robert","page_number":57,"box":{"x":89,"y":44,"width":877,"height":12}},{"id":"220acdea-d750-40f0-8b73-33b9807a38f6","block_type":"box","text":"T. Davis Award for Lifetime Achievement and Service. He has taught accounting for over 25 years to undergraduate, MBA","page_number":57,"box":{"x":88,"y":59,"width":850,"height":12}},{"id":"2a44c5bb-0024-445b-9234-4d948b66f57e","block_type":"box","text":"and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for","page_number":57,"box":{"x":89,"y":74,"width":833,"height":12}},{"id":"9935e11f-e6db-4348-a6f1-d4d46e8a041c","block_type":"box","text":"Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as","page_number":57,"box":{"x":88,"y":89,"width":867,"height":13}},{"id":"d1cc2bfd-9d4d-466f-84ee-2c8e5197b043","block_type":"box","text":"editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting: A Managerial Emphasis,” a","page_number":57,"box":{"x":89,"y":104,"width":842,"height":13}},{"id":"6c9df244-eb41-4ba5-ab98-0aa0501e8428","block_type":"box","text":"leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors of Cavium Inc., a","page_number":57,"box":{"x":89,"y":119,"width":798,"height":13}},{"id":"5b1f7cb2-15e8-4e86-bbe1-ce914e858973","block_type":"box","text":"semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon University.","page_number":57,"box":{"x":89,"y":135,"width":775,"height":12}},{"id":"d1cbd9ab-861c-467c-b464-8a3c850fef6b","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":57,"box":{"x":89,"y":161,"width":417,"height":12}},{"id":"b4469f1d-b44d-4e03-990e-0c63dcb1f71a","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":57,"box":{"x":89,"y":188,"width":852,"height":12}},{"id":"28e5a747-1039-43fa-ae89-e77eb0660ccb","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":57,"box":{"x":89,"y":203,"width":848,"height":12}},{"id":"45b8fc2d-e2f2-4bd7-a9c1-f26d5fba843c","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":57,"box":{"x":89,"y":218,"width":847,"height":12}},{"id":"675e33ec-4704-4a26-90b0-e6377854e57c","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":57,"box":{"x":89,"y":233,"width":842,"height":12}},{"id":"8e7b743d-57df-4ca5-9ca2-7d1a2600f42b","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":57,"box":{"x":89,"y":248,"width":872,"height":12}},{"id":"17410cbf-ab14-4375-8dc6-d06ea472ffa5","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":57,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"2ec3bcd1-87e2-49ae-866a-ca501033f39a","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":57,"box":{"x":89,"y":278,"width":819,"height":13}},{"id":"4cff7e36-864e-4a6e-a60e-92ed43d93dfe","block_type":"box","text":"providers to the Trust.","page_number":57,"box":{"x":89,"y":293,"width":153,"height":13}},{"id":"1904c303-6f4a-4c53-a4b6-53617cc5ca14","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":57,"box":{"x":88,"y":320,"width":871,"height":12}},{"id":"5f9f5790-043c-4ac5-bf82-83a90b4e617a","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":57,"box":{"x":89,"y":335,"width":872,"height":12}},{"id":"71a2ee29-c019-4098-9011-738ad0ac7600","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":57,"box":{"x":89,"y":350,"width":865,"height":12}},{"id":"136d712b-e7e5-41d3-bbe2-16233e95fa46","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":57,"box":{"x":89,"y":365,"width":863,"height":12}},{"id":"9f5eee15-9fae-4489-8228-36ea0dac900d","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":57,"box":{"x":89,"y":380,"width":803,"height":13}},{"id":"6000a7c4-6a1f-4a62-9c12-e787c3501ab9","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":57,"box":{"x":89,"y":395,"width":855,"height":13}},{"id":"0ff544ce-c588-41e9-ae26-75235334320d","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":57,"box":{"x":88,"y":410,"width":863,"height":13}},{"id":"ff37ece4-9cdc-442d-80e1-86eb89d5148f","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":57,"box":{"x":88,"y":426,"width":850,"height":12}},{"id":"c6878b6b-88a2-4b34-a4fe-880c9aad144a","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":57,"box":{"x":89,"y":441,"width":816,"height":12}},{"id":"94a0a5da-0dbc-4271-8b83-95ccc883ac04","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":57,"box":{"x":89,"y":456,"width":877,"height":12}},{"id":"00c797a8-d785-4c4a-a892-38f8a0019bcc","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":57,"box":{"x":89,"y":471,"width":824,"height":12}},{"id":"d0d54752-54d9-45de-ae80-c5ad8dd6e98c","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":57,"box":{"x":89,"y":486,"width":862,"height":12}},{"id":"06e1a9b4-50f6-4aad-b165-7b702bf351fd","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":57,"box":{"x":88,"y":501,"width":798,"height":13}},{"id":"a053dbca-9085-4e43-87f8-7e071760b952","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":57,"box":{"x":89,"y":516,"width":823,"height":13}},{"id":"bac252ac-3c61-43b4-987e-0186a505b703","block_type":"box","text":"enhance effective oversight.","page_number":57,"box":{"x":89,"y":531,"width":194,"height":13}},{"id":"3eab8083-a334-4786-a066-5a824af916e6","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":57,"box":{"x":89,"y":558,"width":859,"height":12}},{"id":"537f3304-c8a0-4016-8572-40cdbb6d288f","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":57,"box":{"x":88,"y":573,"width":838,"height":12}},{"id":"0b2405b0-5d6e-4945-aa68-d9f16f6105df","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":57,"box":{"x":89,"y":588,"width":836,"height":12}},{"id":"51a5e4a8-5fab-41be-a0cd-5de1b6453c47","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":57,"box":{"x":89,"y":603,"width":813,"height":13}},{"id":"550643fa-c189-4bd0-aab7-3288965d1e2b","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":57,"box":{"x":89,"y":618,"width":853,"height":13}},{"id":"5f541a38-167e-4801-865e-c567028d32c8","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":57,"box":{"x":89,"y":633,"width":831,"height":13}},{"id":"c0866c8f-7a08-400f-ad5a-df5b793c369a","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":57,"box":{"x":89,"y":649,"width":813,"height":12}},{"id":"6a065796-b6ed-44cf-aef2-bd7ff694befc","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":57,"box":{"x":89,"y":664,"width":828,"height":12}},{"id":"9521acfc-2241-47c9-ad7a-9d9090f77f4a","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":57,"box":{"x":89,"y":679,"width":874,"height":12}},{"id":"6d01c013-a342-4587-b790-7b612f901a7f","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":57,"box":{"x":89,"y":694,"width":871,"height":12}},{"id":"90948ded-b417-4a16-8491-df8365591249","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":57,"box":{"x":89,"y":709,"width":851,"height":12}},{"id":"11f34ec1-0924-4fb7-8024-cedfd0625f16","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":57,"box":{"x":88,"y":724,"width":848,"height":13}},{"id":"ee34ad6d-5e0d-49d5-8442-7d2fc9adf101","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":57,"box":{"x":89,"y":739,"width":842,"height":13}},{"id":"cbaa2c01-803f-49f9-bd67-204d47a2b051","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":57,"box":{"x":88,"y":754,"width":864,"height":13}},{"id":"b830ab39-ebb2-4596-80cb-d4cbc3b64a7c","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":57,"box":{"x":89,"y":770,"width":850,"height":12}},{"id":"3bdcb07f-9402-480a-b239-a148ddf59f43","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":57,"box":{"x":89,"y":785,"width":824,"height":12}},{"id":"e81b9d39-2e13-4ea2-8796-0c92d4212600","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":57,"box":{"x":89,"y":800,"width":830,"height":12}},{"id":"2107e9bc-aed0-44a7-b897-fe25af587935","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":57,"box":{"x":89,"y":815,"width":849,"height":12}},{"id":"f7544d4d-7bd1-4bd9-9b59-a2565f7ef372","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":57,"box":{"x":89,"y":830,"width":856,"height":12}},{"id":"2ae54be6-6e92-44be-a0a5-7eedf9d3aba1","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":57,"box":{"x":89,"y":845,"width":876,"height":12}},{"id":"584faf6a-3d86-4289-a706-1717024e833c","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":57,"box":{"x":88,"y":860,"width":783,"height":13}},{"id":"d1634816-70e5-4fbf-bd6b-36ebc3c34c62","block_type":"box","text":"40","page_number":57,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"6574e99f-18ca-42c1-a4d9-14569281155b","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":58,"box":{"x":89,"y":44,"width":821,"height":12}},{"id":"53a7ea72-9e44-4e6b-a8c1-cd2e91321d16","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":58,"box":{"x":89,"y":59,"width":704,"height":12}},{"id":"0479b068-8555-4ced-a4de-70cceb90afa6","block_type":"box","text":"Committees of the Board of Trustees.","page_number":58,"box":{"x":89,"y":85,"width":268,"height":10}},{"id":"a705a296-921f-4cb0-9cb8-2b0a1bec493b","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":58,"box":{"x":366,"y":85,"width":555,"height":13}},{"id":"b21d9ebc-27a6-459e-b764-262f4a6ae707","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025), Cecilia H. Herbert and John E. Martinez, each of whom is an","page_number":58,"box":{"x":89,"y":101,"width":825,"height":12}},{"id":"97f3c013-d600-4a8b-ab15-f0006e861475","block_type":"box","text":"Independent Trustee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s","page_number":58,"box":{"x":89,"y":116,"width":800,"height":12}},{"id":"9b556759-36b1-4731-b960-bb58f03d4083","block_type":"box","text":"accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of","page_number":58,"box":{"x":89,"y":131,"width":871,"height":12}},{"id":"cf4c1d15-3ebc-4932-a8d0-697db6b33d99","block_type":"box","text":"the Trust; (ii) in its oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating","page_number":58,"box":{"x":88,"y":146,"width":879,"height":12}},{"id":"c8b9e8cc-ce79-4cb2-b05b-05b29ad8b017","block_type":"box","text":"and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be","page_number":58,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"49c58708-549a-4e1e-82d3-5451a70222dd","block_type":"box","text":"proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent","page_number":58,"box":{"x":89,"y":176,"width":805,"height":13}},{"id":"d314b192-1630-418b-bcc0-40dfd9736609","block_type":"box","text":"accountants; (v) in complying with legal and regulatory requirements that relate to the Trust’s accounting and financial","page_number":58,"box":{"x":89,"y":191,"width":835,"height":13}},{"id":"70ae6ea3-8416-4a19-bf4b-e2dcd2d96bbc","block_type":"box","text":"reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as","page_number":58,"box":{"x":89,"y":206,"width":854,"height":13}},{"id":"39ee34d8-3a1b-4d64-8db4-b836f37ead4f","block_type":"box","text":"may be delegated by the Board. The Audit Committee met five times during the fiscal year ended July 31, 2025.","page_number":58,"box":{"x":89,"y":222,"width":773,"height":12}},{"id":"46a38baa-5337-4220-b262-eb5d10343e41","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani, Laura F.","page_number":58,"box":{"x":88,"y":248,"width":830,"height":12}},{"id":"edf92748-903e-461d-8327-9682de4dbff7","block_type":"box","text":"Fergerson, and Cecilia H. Herbert, each of whom is an Independent Trustee. The Nominating and Governance Committee","page_number":58,"box":{"x":89,"y":263,"width":848,"height":12}},{"id":"936246fd-01a6-446d-b47f-a98c68b42496","block_type":"box","text":"nominates individuals for Independent Trustee membership on the Board and recommends appointments to the Advisory","page_number":58,"box":{"x":89,"y":278,"width":855,"height":13}},{"id":"08d6705b-ffd5-47eb-a3bc-9771690699bd","block_type":"box","text":"Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the","page_number":58,"box":{"x":89,"y":293,"width":866,"height":13}},{"id":"bd7e1f74-3c16-4ca1-ae7d-fe93490f102d","block_type":"box","text":"qualifications of any person properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the","page_number":58,"box":{"x":89,"y":308,"width":859,"height":13}},{"id":"913cde22-68c1-4293-bca3-6f611c23b8c3","block_type":"box","text":"Board and current Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and","page_number":58,"box":{"x":89,"y":324,"width":827,"height":12}},{"id":"abc7ddc1-e7e8-462c-909f-58cfdbbe6b26","block_type":"box","text":"current Independent Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position","page_number":58,"box":{"x":89,"y":339,"width":861,"height":12}},{"id":"a10161b5-a211-4eb1-bcbf-182bd40bbcd6","block_type":"box","text":"of Independent Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and","page_number":58,"box":{"x":89,"y":354,"width":839,"height":12}},{"id":"1568d284-ecf7-479e-9133-b8061bb83e1a","block_type":"box","text":"composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv)","page_number":58,"box":{"x":89,"y":369,"width":814,"height":12}},{"id":"9f118cf2-51fa-4103-bfb6-c0258d107485","block_type":"box","text":"recommending a current Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v)","page_number":58,"box":{"x":89,"y":384,"width":849,"height":12}},{"id":"62105c94-8bb0-4b56-b163-b089e62e111f","block_type":"box","text":"periodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the","page_number":58,"box":{"x":89,"y":399,"width":820,"height":13}},{"id":"05f6fc1f-7ca8-4345-9574-2a49fb568e78","block_type":"box","text":"Independent Trustees for their services as Trustees, members or chairpersons of committees of the Board, Board Chair and","page_number":58,"box":{"x":89,"y":414,"width":859,"height":13}},{"id":"5da5e4e0-3972-47c3-960d-992b89532685","block_type":"box","text":"any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance","page_number":58,"box":{"x":89,"y":429,"width":867,"height":13}},{"id":"5ba98dd6-1316-47df-b18d-e6409f965a02","block_type":"box","text":"Committee does not consider Board nominations recommended by shareholders (acting solely in their capacity as a","page_number":58,"box":{"x":89,"y":445,"width":812,"height":12}},{"id":"52695f5f-cfcd-4b48-9e85-9c8fc549487a","block_type":"box","text":"shareholder and not in any other capacity). The Nominating and Governance Committee met three times during the fiscal","page_number":58,"box":{"x":89,"y":460,"width":852,"height":12}},{"id":"2be96eea-3837-43c3-84b2-96c065894c26","block_type":"box","text":"year ended July 31, 2025.","page_number":58,"box":{"x":88,"y":475,"width":173,"height":12}},{"id":"c34b6127-ecc5-4597-ae06-e92c7b19be39","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":58,"box":{"x":89,"y":501,"width":831,"height":13}},{"id":"794415ea-45d7-4edd-9f21-ff2e877f727d","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":58,"box":{"x":89,"y":516,"width":865,"height":13}},{"id":"82649c0f-92fc-4917-9da3-f6d862c98ee5","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":58,"box":{"x":88,"y":531,"width":823,"height":13}},{"id":"10d1a974-d1d3-4498-b3ec-f730debd7179","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":58,"box":{"x":89,"y":547,"width":877,"height":12}},{"id":"33caafaa-3358-4428-988f-84020b3df377","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":58,"box":{"x":88,"y":562,"width":861,"height":12}},{"id":"1772794b-78ea-4981-9732-93b19d36e919","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":58,"box":{"x":89,"y":577,"width":868,"height":12}},{"id":"1b1c74c4-79b4-42b3-81dc-fad3bf639b55","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":58,"box":{"x":89,"y":592,"width":847,"height":12}},{"id":"90c75e91-6ad9-4d37-ae1a-d03340ad8751","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended July 31, 2025.","page_number":58,"box":{"x":88,"y":607,"width":595,"height":12}},{"id":"06c4650e-0751-4d44-bb3d-d005ea470f69","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":58,"box":{"x":88,"y":633,"width":837,"height":13}},{"id":"2f392cc9-1f7a-4ad1-9724-3c5be9f5106a","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":58,"box":{"x":89,"y":649,"width":868,"height":12}},{"id":"8079a26b-e597-421b-88f9-50d820b2bc24","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":58,"box":{"x":89,"y":664,"width":840,"height":12}},{"id":"fe5a4c2c-d5bf-499a-b8cc-c6ab737e6ba0","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":58,"box":{"x":88,"y":679,"width":819,"height":12}},{"id":"0bebcd5e-0fca-408e-986b-ee6f8db52752","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":58,"box":{"x":89,"y":694,"width":877,"height":12}},{"id":"dad44142-b297-4048-ba1a-50773b96e321","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":58,"box":{"x":89,"y":709,"width":854,"height":12}},{"id":"7b26687b-686e-4a3a-80b2-bf92c3cc28ba","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":58,"box":{"x":89,"y":724,"width":869,"height":13}},{"id":"593abfca-db46-4f55-bfc3-c19199d9bdf2","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":58,"box":{"x":89,"y":739,"width":855,"height":13}},{"id":"f05917fe-5ad0-4a6a-b28e-9be13c7dd521","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met six times during the fiscal year","page_number":58,"box":{"x":88,"y":754,"width":859,"height":13}},{"id":"4039cfab-ac6f-4d18-9df9-b81dafa7eb32","block_type":"box","text":"ended July 31, 2025.","page_number":58,"box":{"x":89,"y":770,"width":138,"height":12}},{"id":"292b6de8-e9c2-4df3-826b-c440abb96f49","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin, Richard L. Fagnani, and Cecilia H.","page_number":58,"box":{"x":88,"y":796,"width":843,"height":12}},{"id":"f819e79c-f213-405e-9feb-c4f8e5d7e5a5","block_type":"box","text":"Herbert, each of whom is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support,","page_number":58,"box":{"x":89,"y":811,"width":870,"height":12}},{"id":"7aa2ba60-01ed-49a1-8143-fc8ec1c923b0","block_type":"box","text":"oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for equity","page_number":58,"box":{"x":89,"y":826,"width":851,"height":13}},{"id":"36600e3f-fe08-4b61-858a-faac1cb60a1d","block_type":"box","text":"funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading","page_number":58,"box":{"x":88,"y":841,"width":865,"height":13}},{"id":"845aa864-fe40-47da-9517-852829cc641e","block_type":"box","text":"and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering","page_number":58,"box":{"x":89,"y":856,"width":856,"height":13}},{"id":"03e6dcb4-c42e-4edc-8c3b-78e28d796e52","block_type":"box","text":"41","page_number":58,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"b8c879d6-3d19-4032-93b0-9edd91f6dca6","block_type":"box","text":"any performance or investment related matters as may be delegated to the Committee by the Board from time to time and","page_number":59,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"68d04e30-67b3-41bb-88f3-d22970a8c010","block_type":"box","text":"providing a report or recommendation to the Board as appropriate. The Equity Plus Committee met four times during the","page_number":59,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"3e3f6f8c-c645-4a22-a14c-3905c484d84e","block_type":"box","text":"fiscal year ended July 31, 2025.","page_number":59,"box":{"x":88,"y":74,"width":213,"height":12}},{"id":"8541cf30-4a05-431c-99ac-72b90b00ff79","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":59,"box":{"x":88,"y":101,"width":880,"height":12}},{"id":"641c7941-3ecb-49a5-9b99-56ed3ebf8271","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":59,"box":{"x":88,"y":116,"width":862,"height":12}},{"id":"92ba3589-c0d2-4343-b82d-eee13067113d","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":59,"box":{"x":89,"y":131,"width":866,"height":12}},{"id":"9be166ae-b745-41bd-a62e-46807a924cb5","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":59,"box":{"x":88,"y":146,"width":879,"height":12}},{"id":"f30b2ab3-9f1c-4a57-8896-e708640b91f0","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":59,"box":{"x":89,"y":161,"width":852,"height":12}},{"id":"6c2b7255-4609-4793-863c-ce2d54c82406","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":59,"box":{"x":89,"y":176,"width":843,"height":13}},{"id":"d232fe59-200d-4ed9-bc20-14650b7bf8fe","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":59,"box":{"x":89,"y":191,"width":833,"height":13}},{"id":"2b7812e3-7ce3-418a-b62c-d5535a0f0a86","block_type":"box","text":"Committee met four times during the fiscal year ended July 31, 2025.","page_number":59,"box":{"x":89,"y":206,"width":479,"height":13}},{"id":"943f8a0c-2d5d-436d-9f64-2ee98f00e0d1","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":59,"box":{"x":88,"y":233,"width":838,"height":12}},{"id":"f694beff-906b-463f-b390-cd068ada0084","block_type":"box","text":"2025), Cecilia H. Herbert, Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal","page_number":59,"box":{"x":89,"y":248,"width":834,"height":12}},{"id":"f957777c-0398-4f90-9f0f-2ab6e4af9487","block_type":"box","text":"responsibility of the Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the","page_number":59,"box":{"x":89,"y":263,"width":876,"height":12}},{"id":"315296a3-e7c3-4b6c-9e85-71ca5dbfca7a","block_type":"box","text":"Board may most effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk","page_number":59,"box":{"x":89,"y":278,"width":856,"height":13}},{"id":"0afaebd2-60b1-464e-b0de-5ecfa3e32d69","block_type":"box","text":"Committee met five times during the fiscal year ended July 31, 2025.","page_number":59,"box":{"x":89,"y":293,"width":475,"height":13}},{"id":"ee848771-c73e-4d96-9aa9-14ce67a5916b","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":59,"box":{"x":88,"y":320,"width":685,"height":12}},{"id":"efeda87f-f7c6-4a9f-aef0-79367e176bce","block_type":"box","text":"The following table sets forth, as of December 31, 2024, the dollar range of equity securities beneficially owned by each","page_number":59,"box":{"x":88,"y":346,"width":833,"height":13}},{"id":"8faa8a49-378e-40e9-91aa-59dd2636a081","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":59,"box":{"x":88,"y":361,"width":816,"height":13}},{"id":"8a8835d2-c879-4c83-9b35-a212aefd6dfc","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":59,"box":{"x":89,"y":376,"width":866,"height":13}},{"id":"aa1d509e-b6e2-4db8-827b-c12c1dc96170","block_type":"box","text":"date indicated above:","page_number":59,"box":{"x":89,"y":392,"width":148,"height":9}},{"id":"658ccdf7-0b7d-4b91-ad5d-df0e3ec42c3c","block_type":"box","text":"Name Fund","page_number":59,"box":{"x":145,"y":482,"width":302,"height":7}},{"id":"562efef6-5fb5-476b-b3c9-20b760866751","block_type":"box","text":"Dollar Range of Equity","page_number":59,"box":{"x":647,"y":472,"width":128,"height":9}},{"id":"3dce9025-de17-45bd-a023-e8e8b0f5b73b","block_type":"box","text":"Securities in Named Fund","page_number":59,"box":{"x":637,"y":482,"width":147,"height":7}},{"id":"78f907e2-8c16-4d9d-a7cf-b285e2f655cc","block_type":"box","text":"Aggregate Dollar Range","page_number":59,"box":{"x":821,"y":421,"width":138,"height":10}},{"id":"d90ae873-ae94-4f2d-a3f0-ad3f2937dcd7","block_type":"box","text":"of Equity Securities in all","page_number":59,"box":{"x":820,"y":431,"width":140,"height":10}},{"id":"45eeff90-b95c-4f8d-8961-9b53086a8353","block_type":"box","text":"Registered Investment","page_number":59,"box":{"x":826,"y":441,"width":129,"height":10}},{"id":"106a6e25-0b6f-407c-adf0-913ac373a6ef","block_type":"box","text":"Companies Overseen by","page_number":59,"box":{"x":821,"y":451,"width":139,"height":10}},{"id":"766592f8-144f-42ef-a0ef-f9c99379e9c3","block_type":"box","text":"Trustee","page_number":59,"box":{"x":868,"y":462,"width":43,"height":7}},{"id":"eafed5cf-7fc2-45bb-8498-780a8e547bdb","block_type":"box","text":"in Family of","page_number":59,"box":{"x":857,"y":472,"width":67,"height":9}},{"id":"76e5836d-5f74-439c-b748-418c6e965932","block_type":"box","text":"Investment Companies","page_number":59,"box":{"x":825,"y":482,"width":131,"height":10}},{"id":"035d9b77-08a6-44b5-b97c-6cd191589f06","block_type":"box","text":"Robert S. Kapito None None None","page_number":59,"box":{"x":89,"y":504,"width":760,"height":12}},{"id":"d5c7b715-9f97-412f-a8be-5d3eb05e8a38","block_type":"box","text":"Stephen Cohen","page_number":59,"box":{"x":88,"y":544,"width":107,"height":12}},{"id":"42e78e6e-3e38-42bf-9201-0733ee677b79","block_type":"box","text":"1","page_number":59,"box":{"x":197,"y":542,"width":3,"height":6}},{"id":"45fcc11d-5a71-41ac-b7ca-988bbddf57ea","block_type":"box","text":"None None None","page_number":59,"box":{"x":259,"y":545,"width":590,"height":9}},{"id":"61d5879d-0fca-4583-89d1-7ade7aa1cf00","block_type":"box","text":"John E. Kerrigan iShares Core MSCI Emerging Markets ETF $1-$10,000 Over $100,000","page_number":59,"box":{"x":88,"y":584,"width":826,"height":13}},{"id":"68213313-3cca-449c-b0f2-3d0fe6c58cf0","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":59,"box":{"x":259,"y":605,"width":476,"height":11}},{"id":"8f65ab7a-4f3c-457e-98d7-1f18f19d542b","block_type":"box","text":"iShares ESG Advanced MSCI EAFE ETF $1-$10,000","page_number":59,"box":{"x":259,"y":625,"width":452,"height":11}},{"id":"34ce6e2c-b0b2-424c-b6f6-89ad13831f7c","block_type":"box","text":"iShares ESG Advanced MSCI USA ETF $10,001-$50,000","page_number":59,"box":{"x":259,"y":645,"width":492,"height":11}},{"id":"eea0f87a-1088-4be2-b704-de35530fcb12","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $10,001-$50,000","page_number":59,"box":{"x":259,"y":665,"width":492,"height":11}},{"id":"eacc0f71-80a4-4254-8f25-e9e7ef702f3c","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $1-$10,000","page_number":59,"box":{"x":259,"y":685,"width":452,"height":11}},{"id":"4290f267-0cce-4e60-bce3-3de17863b300","block_type":"box","text":"iShares ESG Aware MSCI USA ETF $10,001-$50,000","page_number":59,"box":{"x":259,"y":705,"width":492,"height":12}},{"id":"b1a781c2-8599-4fb6-90df-83a8b736c2aa","block_type":"box","text":"iShares ESG Aware MSCI USA Small-Cap ETF $10,001-$50,000","page_number":59,"box":{"x":259,"y":725,"width":492,"height":13}},{"id":"fe9571b8-a38c-42b8-ad89-6ad2a490c5b2","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF $10,001-$50,000","page_number":59,"box":{"x":259,"y":746,"width":492,"height":11}},{"id":"6325e513-f362-45f3-b599-866af5329969","block_type":"box","text":"iShares Future Exponential Technologies ETF Over $100,000","page_number":59,"box":{"x":259,"y":766,"width":476,"height":12}},{"id":"8076ece4-51f5-4d1a-aa64-5c53041c1d4a","block_type":"box","text":"iShares Genomics Immunology and Healthcare","page_number":59,"box":{"x":259,"y":786,"width":329,"height":12}},{"id":"c47d9d45-67f4-47a3-bf10-8cacc89a26ff","block_type":"box","text":"ETF","page_number":59,"box":{"x":275,"y":802,"width":25,"height":9}},{"id":"60d36d8f-7379-4735-a04f-6d511ff78585","block_type":"box","text":"$50,001-$100,000","page_number":59,"box":{"x":633,"y":786,"width":127,"height":11}},{"id":"5ef3e8b6-78a3-4682-adbe-cc78d8749a2c","block_type":"box","text":"iShares Global Clean Energy ETF Over $100,000","page_number":59,"box":{"x":259,"y":821,"width":476,"height":13}},{"id":"149fe492-1ac1-432f-9ba7-870b8d8e0e4d","block_type":"box","text":"iShares Global Infrastructure ETF Over $100,000","page_number":59,"box":{"x":259,"y":841,"width":476,"height":12}},{"id":"42b61867-1a8a-4c5b-b178-fea61c79cb93","block_type":"box","text":"42","page_number":59,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c69a78b1-aef0-434e-ac90-4edcffd94098","block_type":"box","text":"Name Fund","page_number":60,"box":{"x":145,"y":105,"width":302,"height":8}},{"id":"79cc9f05-1c8a-49f4-a76c-1e156f8bab64","block_type":"box","text":"Dollar Range of Equity","page_number":60,"box":{"x":647,"y":95,"width":128,"height":10}},{"id":"d488dab7-71d8-4a4b-9e2a-8855ff7d443c","block_type":"box","text":"Securities in Named Fund","page_number":60,"box":{"x":637,"y":105,"width":147,"height":8}},{"id":"bc1bc480-337f-4fdc-b7c9-f9a0cd979567","block_type":"box","text":"Aggregate Dollar Range","page_number":60,"box":{"x":821,"y":45,"width":138,"height":9}},{"id":"7362eda8-df1c-4dfa-8227-8277308d22c4","block_type":"box","text":"of Equity Securities in all","page_number":60,"box":{"x":820,"y":55,"width":140,"height":9}},{"id":"8982f213-934d-499a-b109-40708f9c543e","block_type":"box","text":"Registered Investment","page_number":60,"box":{"x":826,"y":65,"width":129,"height":10}},{"id":"168737bb-8bf0-46d0-8870-caf0a77732d9","block_type":"box","text":"Companies Overseen by","page_number":60,"box":{"x":821,"y":75,"width":139,"height":10}},{"id":"fde93916-7ed5-4815-a44e-d2cbddaf5100","block_type":"box","text":"Trustee","page_number":60,"box":{"x":868,"y":85,"width":43,"height":8}},{"id":"7b2e7a14-6f85-4c93-b293-2878051cbc8d","block_type":"box","text":"in Family of","page_number":60,"box":{"x":857,"y":95,"width":67,"height":10}},{"id":"b3a852af-a2af-4cc5-be5d-d297d0edc812","block_type":"box","text":"Investment Companies","page_number":60,"box":{"x":825,"y":105,"width":131,"height":10}},{"id":"37e4291c-2335-47fc-8f05-cbdc520a3e66","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":60,"box":{"x":259,"y":127,"width":476,"height":11}},{"id":"7ce9f5f8-a297-4cc9-9fba-4216f265cb64","block_type":"box","text":"iShares MSCI EAFE Growth ETF $10,001-$50,000","page_number":60,"box":{"x":259,"y":147,"width":492,"height":12}},{"id":"8498302f-9d00-449b-a2aa-d458005cbd23","block_type":"box","text":"iShares MSCI EAFE Value ETF $10,001-$50,000","page_number":60,"box":{"x":259,"y":167,"width":492,"height":12}},{"id":"4ee03e46-db23-49f3-914d-a1fd8a52d122","block_type":"box","text":"iShares MSCI Emerging Markets ex China ETF $10,001-$50,000","page_number":60,"box":{"x":259,"y":188,"width":492,"height":12}},{"id":"edacc17e-31a7-4016-b102-941458a5ec80","block_type":"box","text":"iShares MSCI USA Equal Weighted ETF Over $100,000","page_number":60,"box":{"x":259,"y":208,"width":476,"height":12}},{"id":"9197a57f-86d0-427d-a6ee-65b484e50e17","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF $10,001-$50,000","page_number":60,"box":{"x":259,"y":228,"width":492,"height":12}},{"id":"63fca489-6042-4915-8d1d-ab43cf28d9ce","block_type":"box","text":"iShares MSCI USA Quality Factor ETF $10,001-$50,000","page_number":60,"box":{"x":259,"y":248,"width":492,"height":12}},{"id":"83c50a5d-a190-41fa-9396-c6ee5ff91051","block_type":"box","text":"iShares S&P 500 Growth ETF 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The annual retainer for services as an Advisory Board Member is the same as the annual","page_number":62,"box":{"x":89,"y":720,"width":866,"height":13}},{"id":"1110bbd5-9208-448c-84b9-226264957b67","block_type":"box","text":"retainer for services as a Board member. The Independent Chair of the Board is paid an additional annual retainer of","page_number":62,"box":{"x":89,"y":736,"width":809,"height":12}},{"id":"254c7085-9bb8-4c61-b8c4-e3b1bbeffa81","block_type":"box","text":"$125,000. The Chair of each of the Audit Committee, Risk Committee, Equity Plus Committee, Fixed Income Plus Committee,","page_number":62,"box":{"x":89,"y":751,"width":873,"height":12}},{"id":"7638bf09-efd7-4df5-a6f0-96d92a4a9583","block_type":"box","text":"Securities Lending Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual","page_number":62,"box":{"x":88,"y":766,"width":854,"height":12}},{"id":"6c806ed8-2b7d-45cb-9211-fb19c23cbf98","block_type":"box","text":"retainer of $50,000. The Co-Chair of each of the Audit Committee and Risk Committee was paid an additional retainer of","page_number":62,"box":{"x":89,"y":781,"width":846,"height":12}},{"id":"1b7a0061-0d27-4f5b-9ff5-2a5d7a41096d","block_type":"box","text":"$25,000. Prior to January 1, 2025, each Independent Trustee that served as a director of subsidiaries of the iShares Complex","page_number":62,"box":{"x":89,"y":796,"width":864,"height":12}},{"id":"89a16f56-7c6c-4342-a2de-8a11232252e3","block_type":"box","text":"was paid an additional annual retainer of $10,000.","page_number":62,"box":{"x":88,"y":811,"width":350,"height":12}},{"id":"6ea32e7a-391b-4ac4-a88c-5db2e74f0346","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Funds and the aggregate","page_number":62,"box":{"x":88,"y":838,"width":863,"height":12}},{"id":"4c01d095-d88c-4ff8-a8a7-1b38c1843a59","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":62,"box":{"x":89,"y":853,"width":814,"height":12}},{"id":"ff3e5e84-3bed-4335-9784-229fb4e952e9","block_type":"box","text":"45","page_number":62,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"85877e6e-d28b-40e2-b725-eeef0e1741f1","block_type":"box","text":"Agreements to cover all operating expenses of the Funds, subject to certain exclusions as provided for therein, BFA pays the","page_number":63,"box":{"x":88,"y":44,"width":866,"height":12}},{"id":"aecb2eb9-92e6-4d73-a61a-c16d7fbfc663","block_type":"box","text":"compensation from its management fees. Compensation from the iShares Complex is not paid to Interested Trustees.","page_number":63,"box":{"x":89,"y":59,"width":823,"height":12}},{"id":"e3c5ef31-3702-45f9-a00a-1fe83a079d3d","block_type":"box","text":"Trustee","page_number":63,"box":{"x":203,"y":129,"width":43,"height":8}},{"id":"0f322e89-a7a1-4832-9060-18ebf4a96a21","block_type":"box","text":"Aggregate","page_number":63,"box":{"x":426,"y":99,"width":60,"height":10}},{"id":"577382c7-39c3-4c8a-a523-12f3578b9ce0","block_type":"box","text":"Compensation","page_number":63,"box":{"x":414,"y":109,"width":84,"height":10}},{"id":"9a10ad2b-dadf-42ee-8f70-b831d76d005c","block_type":"box","text":"for the Funds","page_number":63,"box":{"x":418,"y":119,"width":76,"height":8}},{"id":"abb8a3dc-c282-448a-9920-8bd761dc0c8d","block_type":"box","text":"in this SAI","page_number":63,"box":{"x":425,"y":129,"width":56,"height":8}},{"id":"288ee204-5272-447f-a0fe-25806f4fad9b","block_type":"box","text":"1","page_number":63,"box":{"x":484,"y":128,"width":2,"height":5}},{"id":"faaa68a8-2809-4623-af76-f6da12409692","block_type":"box","text":"Pension or","page_number":63,"box":{"x":572,"y":89,"width":61,"height":7}},{"id":"294aa16c-a43b-4639-9805-811294ec34e5","block_type":"box","text":"Retirement","page_number":63,"box":{"x":571,"y":99,"width":63,"height":7}},{"id":"3331ca76-61c3-405f-9d9c-8a1c91c77238","block_type":"box","text":"Benefits Accrued","page_number":63,"box":{"x":554,"y":109,"width":97,"height":8}},{"id":"1a082968-9f75-4f64-bc0d-21ff31adf98e","block_type":"box","text":"as Part of Fund","page_number":63,"box":{"x":559,"y":119,"width":86,"height":8}},{"id":"1e4866e7-020c-4464-858a-16bac1c5cd84","block_type":"box","text":"Expenses","page_number":63,"box":{"x":576,"y":129,"width":53,"height":10}},{"id":"38d5ca5e-1409-4f31-bf9a-2d36c6a59b6d","block_type":"box","text":"Estimated Benefits","page_number":63,"box":{"x":707,"y":119,"width":106,"height":8}},{"id":"9bef2143-294d-46c5-bf0c-3382673775b5","block_type":"box","text":"Upon Retirement","page_number":63,"box":{"x":711,"y":129,"width":98,"height":10}},{"id":"dd6b0c8b-a1d2-4e55-bde4-9763bbd7676d","block_type":"box","text":"Aggregate","page_number":63,"box":{"x":887,"y":99,"width":60,"height":10}},{"id":"a8d6b0f9-c7b7-43bf-9b74-1cbcf45d28d7","block_type":"box","text":"Compensation","page_number":63,"box":{"x":875,"y":109,"width":83,"height":10}},{"id":"5bb458af-08ca-4c21-bb9a-13037c7c61c6","block_type":"box","text":"for the","page_number":63,"box":{"x":898,"y":119,"width":38,"height":8}},{"id":"45c16fb4-cf97-4ff0-abcb-2202d6ac6590","block_type":"box","text":"iShares Complex","page_number":63,"box":{"x":866,"y":129,"width":97,"height":10}},{"id":"6ce3cef6-1efd-48fe-8e32-0b5b1092425c","block_type":"box","text":"2","page_number":63,"box":{"x":963,"y":128,"width":5,"height":5}},{"id":"b345535f-1987-4ebc-8d4f-a94e17480ae2","block_type":"box","text":"Interested Trustees:","page_number":63,"box":{"x":88,"y":151,"width":137,"height":10}},{"id":"8ff91fba-7899-44f9-bb75-975bc2c53e42","block_type":"box","text":"Robert S. Kapito None Not Applicable Not Applicable None","page_number":63,"box":{"x":89,"y":181,"width":846,"height":13}},{"id":"13b89366-9f74-49a3-866f-0bc1656c69e6","block_type":"box","text":"Stephen Cohen","page_number":63,"box":{"x":88,"y":196,"width":107,"height":13}},{"id":"0e2ee4cf-62dc-49f9-b751-19a0848e4e3b","block_type":"box","text":"3","page_number":63,"box":{"x":196,"y":195,"width":6,"height":6}},{"id":"4b8bff8c-3b68-4aad-a4cc-df31580ca22e","block_type":"box","text":"None Not Applicable Not Applicable None","page_number":63,"box":{"x":444,"y":196,"width":491,"height":13}},{"id":"8173d465-3217-4184-95ce-caf8b9eb4a5e","block_type":"box","text":"Independent Trustees:","page_number":63,"box":{"x":88,"y":227,"width":155,"height":12}},{"id":"52f2f1bb-c31b-46a4-b40c-6bef179e0d23","block_type":"box","text":"Jane D. Carlin $1,210 Not Applicable Not Applicable $505,000","page_number":63,"box":{"x":88,"y":257,"width":861,"height":12}},{"id":"cc65c3f4-812d-48e3-94db-0855f21df786","block_type":"box","text":"Richard L. Fagnani 1,199 Not Applicable Not Applicable 515,000","page_number":63,"box":{"x":89,"y":272,"width":855,"height":12}},{"id":"c2e51198-03c5-404f-a94b-2afd69b598a8","block_type":"box","text":"Laura F. Fergerson","page_number":63,"box":{"x":89,"y":288,"width":126,"height":11}},{"id":"74e0b3b7-31b1-4a33-8a26-0f81af0ef185","block_type":"box","text":"4","page_number":63,"box":{"x":216,"y":285,"width":6,"height":6}},{"id":"ae237aeb-706b-45f2-a7ea-28cb985d8e4b","block_type":"box","text":"1,050 Not Applicable Not Applicable 341,250","page_number":63,"box":{"x":443,"y":287,"width":502,"height":12}},{"id":"feedbf16-9d70-4b13-b9e7-13b1d0c35059","block_type":"box","text":"Cecilia H. Herbert 1,161 Not Applicable Not Applicable 525,000","page_number":63,"box":{"x":89,"y":302,"width":856,"height":12}},{"id":"3f534bd3-3bb1-4359-84ff-fe4c45a6f047","block_type":"box","text":"John E. Kerrigan 1,386 Not Applicable Not Applicable 580,000","page_number":63,"box":{"x":88,"y":317,"width":857,"height":13}},{"id":"d98df5c4-d623-472d-8968-8e17d9bf7e2e","block_type":"box","text":"James Lam","page_number":63,"box":{"x":88,"y":333,"width":76,"height":11}},{"id":"7df50c30-79d5-422a-a01f-5ebae8408772","block_type":"box","text":"4","page_number":63,"box":{"x":165,"y":331,"width":6,"height":6}},{"id":"42ff12b8-e413-4a3e-869f-dbb3346ea537","block_type":"box","text":"1,050 Not Applicable Not Applicable 341,250","page_number":63,"box":{"x":443,"y":332,"width":502,"height":13}},{"id":"2c4e8845-bb04-433e-8067-95bc31c9bbed","block_type":"box","text":"Drew E. Lawton 1,219 Not Applicable Not Applicable 500,000","page_number":63,"box":{"x":89,"y":348,"width":856,"height":12}},{"id":"6f50fdec-7699-4ac4-a777-3780110e8867","block_type":"box","text":"John E. Martinez 1,195 Not Applicable Not Applicable 490,000","page_number":63,"box":{"x":88,"y":363,"width":857,"height":12}},{"id":"2bd4f246-91cb-43af-9743-5ec8972870cf","block_type":"box","text":"Madhav V. 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BlackRock, its subsidiaries and their respective directors,","page_number":64,"box":{"x":89,"y":116,"width":848,"height":12}},{"id":"89adb48b-1187-4e4d-8820-333c6f70ea60","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":64,"box":{"x":89,"y":131,"width":821,"height":12}},{"id":"70691114-6677-4954-8049-056394674258","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":64,"box":{"x":89,"y":146,"width":824,"height":12}},{"id":"51123f89-0f40-46af-9b64-a46160f2e516","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":64,"box":{"x":89,"y":161,"width":825,"height":11}},{"id":"9359582d-1a57-49c8-af11-5e53260db7cc","block_type":"box","text":"managing the Funds. 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As such, BlackRock is or may be actively engaged in transactions in the same","page_number":64,"box":{"x":89,"y":308,"width":839,"height":13}},{"id":"bdd7957d-d235-4536-ab31-69edc942c1f1","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":64,"box":{"x":89,"y":324,"width":441,"height":11}},{"id":"d2cb252a-a714-4a5c-8c99-e811dc21cdde","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":64,"box":{"x":88,"y":350,"width":859,"height":12}},{"id":"3713ff2a-b63e-4897-9b39-235168bb620b","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. 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While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":64,"box":{"x":89,"y":441,"width":875,"height":12}},{"id":"235fc98a-740c-49f9-a171-28365ddb2624","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":64,"box":{"x":89,"y":456,"width":879,"height":12}},{"id":"a79e3481-385e-40c4-bfca-643982433a3a","block_type":"box","text":"such Fund based on the information received.","page_number":64,"box":{"x":89,"y":471,"width":319,"height":10}},{"id":"a48736a6-99dd-4cfd-8dd0-76751dfbce26","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":64,"box":{"x":88,"y":497,"width":806,"height":13}},{"id":"186f60f3-2d8a-48f9-adcd-fc5bcc8eb124","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":64,"box":{"x":89,"y":513,"width":872,"height":12}},{"id":"021e48c7-39d6-47e3-a89f-8f70f1d01d59","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":64,"box":{"x":89,"y":528,"width":814,"height":12}},{"id":"801cd528-6580-4155-b88e-ce6dbd950148","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":64,"box":{"x":88,"y":543,"width":816,"height":12}},{"id":"5e68f9d3-1154-4b65-9ff8-e48bf455a7c4","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":64,"box":{"x":89,"y":558,"width":876,"height":12}},{"id":"8462c628-b6fa-4b94-aa48-65b2363994cc","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. 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BlackRock may, in certain cases, elect to","page_number":64,"box":{"x":89,"y":649,"width":821,"height":12}},{"id":"2d910375-2bb0-4fd2-b0f6-3db59029758b","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":64,"box":{"x":89,"y":664,"width":858,"height":12}},{"id":"98719009-d898-4e78-9db9-4c667ecec777","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":64,"box":{"x":89,"y":679,"width":866,"height":12}},{"id":"da2bd1e4-5302-43e1-b8fc-31f237d1d8bf","block_type":"box","text":"so.","page_number":64,"box":{"x":89,"y":697,"width":18,"height":7}},{"id":"341b8fd6-db84-4ada-9899-74103d7a1062","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":64,"box":{"x":89,"y":720,"width":878,"height":13}},{"id":"1cf4ad6e-eb9f-4adb-83ea-d41c3bca093c","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":64,"box":{"x":89,"y":736,"width":869,"height":12}},{"id":"78e523d7-9771-47ac-87d0-4b65c0543479","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":64,"box":{"x":89,"y":751,"width":874,"height":12}},{"id":"a95a067e-2c4f-4300-81ca-ee7b2df509dd","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":64,"box":{"x":89,"y":766,"width":879,"height":12}},{"id":"5825f87e-674e-4aa1-b3b6-169f302f782e","block_type":"box","text":"its other accounts or funds.","page_number":64,"box":{"x":89,"y":781,"width":191,"height":10}},{"id":"ced2561f-aa3c-433a-a111-a92292cddfaf","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":64,"box":{"x":89,"y":807,"width":875,"height":13}},{"id":"4c564233-755f-48de-bd1d-1e1ee38e8eeb","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":64,"box":{"x":88,"y":822,"width":854,"height":13}},{"id":"b164d87b-2957-47f0-afdc-2eb920e7096b","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":64,"box":{"x":89,"y":838,"width":835,"height":12}},{"id":"1ce66b57-c643-4757-bfc3-8f85ae08a79d","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":64,"box":{"x":89,"y":853,"width":861,"height":12}},{"id":"5a8a33c2-1f2b-459e-89ad-64ee20721dd9","block_type":"box","text":"47","page_number":64,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"602f2c26-4e44-4e5e-9c87-0843d23fc0d9","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":65,"box":{"x":89,"y":44,"width":850,"height":12}},{"id":"03f42f95-db50-496c-b39c-5df74412f4b3","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":65,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"b9905398-f214-436f-b95f-059c0fb80305","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":65,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"b1e71238-a472-4a19-bc08-9947c3bfd40c","block_type":"box","text":"based on the facts and circumstances of particular situations. 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BlackRock may also determine to rely on the","page_number":65,"box":{"x":89,"y":104,"width":831,"height":13}},{"id":"0297d5cf-8c56-4550-bcfe-e7de69cba160","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":65,"box":{"x":89,"y":119,"width":841,"height":13}},{"id":"b8e642d0-af51-4f6b-af6e-01742f1b69e7","block_type":"box","text":"behalf of the Funds.","page_number":65,"box":{"x":89,"y":135,"width":138,"height":9}},{"id":"3f609b9e-e0b2-4a54-8580-d601ec5d7eae","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":65,"box":{"x":89,"y":161,"width":815,"height":12}},{"id":"8188e078-8173-49ec-8734-a10afb5a1e97","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":65,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"8bcc0cd1-4582-4af7-af47-c28ec221655e","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":65,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"4a328d0b-5400-4f6c-a512-3d19259e3659","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":65,"box":{"x":89,"y":206,"width":541,"height":13}},{"id":"29cd82c7-b2bd-4ee0-802d-1575d2a83665","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":65,"box":{"x":89,"y":233,"width":827,"height":12}},{"id":"7861b167-5391-4375-ad0f-c42b72c95077","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":65,"box":{"x":89,"y":248,"width":865,"height":12}},{"id":"ff9397ef-f025-4521-83ad-399a7f96442b","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":65,"box":{"x":89,"y":263,"width":804,"height":12}},{"id":"8c818da2-75bb-41fc-926c-8db4ff84c9d5","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":65,"box":{"x":89,"y":278,"width":872,"height":13}},{"id":"2c2cf823-5d98-4554-b9cd-2fb3acf0992e","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":65,"box":{"x":89,"y":293,"width":875,"height":13}},{"id":"619058bf-00aa-4f80-84cc-2900ef5d9e19","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":65,"box":{"x":89,"y":308,"width":788,"height":13}},{"id":"9ddc0016-d348-4a97-a283-522b88cea880","block_type":"box","text":"transactions.","page_number":65,"box":{"x":88,"y":325,"width":90,"height":8}},{"id":"122ef01f-19d6-44b9-8661-ff0efac6be26","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":65,"box":{"x":89,"y":350,"width":839,"height":12}},{"id":"66472cd0-f715-4c42-ae74-0577fe6efbca","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":65,"box":{"x":89,"y":365,"width":878,"height":12}},{"id":"0d6d4bcd-361d-47fb-97f6-e4d1668bd816","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":65,"box":{"x":89,"y":380,"width":847,"height":13}},{"id":"bf130719-63af-4d46-ab62-0bc9f1ac7828","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":65,"box":{"x":89,"y":395,"width":667,"height":13}},{"id":"314e6c2f-2815-4db4-b91a-06ed47d40062","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":65,"box":{"x":88,"y":422,"width":874,"height":12}},{"id":"d8033264-b810-4fe7-8e17-ac970213a26d","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":65,"box":{"x":89,"y":437,"width":873,"height":12}},{"id":"6128139f-0a04-4ba9-950f-e3c4c425884d","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":65,"box":{"x":89,"y":452,"width":851,"height":12}},{"id":"fe0de999-9ac3-4603-803b-4ab9bb16d370","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":65,"box":{"x":89,"y":467,"width":859,"height":13}},{"id":"efbdc39c-680c-454b-9754-16d40f7908a0","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":65,"box":{"x":88,"y":482,"width":840,"height":13}},{"id":"5ba6796c-e5b0-405f-a4a1-8ecd671d1843","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":65,"box":{"x":89,"y":497,"width":433,"height":13}},{"id":"caec6536-2329-4256-b087-9adb3cce0f47","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":65,"box":{"x":89,"y":524,"width":838,"height":12}},{"id":"9586e5b4-ed9b-4b2c-9951-9a4abd4ea788","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":65,"box":{"x":89,"y":539,"width":845,"height":12}},{"id":"56f6776a-9914-4700-ac81-fea73bf5d9f3","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":65,"box":{"x":89,"y":554,"width":839,"height":12}},{"id":"ca5e0734-b74e-42f5-a652-d4a63f6a93f9","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":65,"box":{"x":88,"y":569,"width":850,"height":13}},{"id":"bb75fb24-8283-4198-ab52-73d6eba12d7f","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":65,"box":{"x":89,"y":584,"width":867,"height":13}},{"id":"7054b760-813c-414a-af21-8c85484dad53","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":65,"box":{"x":89,"y":599,"width":850,"height":13}},{"id":"9f0094e9-1e5e-4910-a46b-40882013f8d1","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":65,"box":{"x":89,"y":615,"width":860,"height":12}},{"id":"ab07a901-16ef-40b0-a2e7-9389a22a740d","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":65,"box":{"x":88,"y":630,"width":678,"height":12}},{"id":"a6ddbb42-fb60-4f4c-9041-858bd8034d94","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":65,"box":{"x":89,"y":656,"width":859,"height":13}},{"id":"ec1f8822-8e67-4ed5-b28e-f84da04e5071","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":65,"box":{"x":88,"y":671,"width":842,"height":13}},{"id":"0f117df3-5382-4337-9782-78124b0f99cd","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":65,"box":{"x":89,"y":686,"width":854,"height":13}},{"id":"bf183b40-75b0-4d14-92ed-b138086d49f6","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":65,"box":{"x":89,"y":702,"width":815,"height":12}},{"id":"b0cb0774-770b-41f0-8d8a-cdf7d7cfa060","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":65,"box":{"x":89,"y":717,"width":858,"height":12}},{"id":"63247244-6654-45ac-9548-f63d91fdb8c0","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":65,"box":{"x":89,"y":732,"width":818,"height":12}},{"id":"4fd8f87f-ff17-4b30-b9a9-88cebd2802c0","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":65,"box":{"x":89,"y":747,"width":845,"height":12}},{"id":"96c79668-32eb-44ee-b6ee-3913ba4fe951","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":65,"box":{"x":88,"y":762,"width":568,"height":12}},{"id":"071c787d-f1b7-443d-8e78-1d5b6d7b751d","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":65,"box":{"x":88,"y":788,"width":852,"height":13}},{"id":"4dac26fd-cbc4-4c2f-8ad9-9ea64d27186f","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":65,"box":{"x":89,"y":804,"width":851,"height":12}},{"id":"261d739c-fc95-43e2-853a-4e4ef75e82e4","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":65,"box":{"x":89,"y":819,"width":875,"height":12}},{"id":"fb007b65-91e9-47ff-bffc-c77bf273043d","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":65,"box":{"x":89,"y":834,"width":869,"height":12}},{"id":"ff747103-0476-47ef-a0b4-2db1f48d09b6","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":65,"box":{"x":89,"y":849,"width":868,"height":12}},{"id":"74fd89b7-e567-463b-b750-b52e7d05bab6","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":65,"box":{"x":89,"y":864,"width":815,"height":12}},{"id":"425a3fc6-0e5a-4929-a96a-6e091f228797","block_type":"box","text":"48","page_number":65,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"9a5163ce-c2c1-41bb-a4a7-29dbce37c2d8","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":66,"box":{"x":89,"y":44,"width":865,"height":12}},{"id":"b2d74d91-0b98-433b-a5c3-40879d3f61f2","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":66,"box":{"x":88,"y":59,"width":573,"height":12}},{"id":"f0c16c5d-0f6f-4c5e-bdc4-c7f263809e4d","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":66,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"4f874934-2982-430e-a8a6-783fa670ab23","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":66,"box":{"x":89,"y":101,"width":817,"height":12}},{"id":"2ff0bd67-4c29-45a7-ade9-36e98439bffc","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":66,"box":{"x":89,"y":116,"width":844,"height":12}},{"id":"59acf735-02d6-4744-b18e-1840d3c8751e","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":66,"box":{"x":89,"y":131,"width":851,"height":12}},{"id":"94c83bf2-3b93-413a-a13b-9bfd4e798e07","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":66,"box":{"x":88,"y":146,"width":839,"height":12}},{"id":"3e98dff2-6d0f-471a-ab77-fdbc9d56e6ed","block_type":"box","text":"BlackRock.","page_number":66,"box":{"x":89,"y":161,"width":74,"height":10}},{"id":"0b829c68-d810-497b-86f6-e5dbb5f359d5","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":66,"box":{"x":89,"y":188,"width":872,"height":12}},{"id":"f8bca9a5-ee00-4385-80d4-c7dfc9781d94","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":66,"box":{"x":89,"y":203,"width":848,"height":12}},{"id":"b15b22a3-1551-40e0-9833-92d35b33b586","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":66,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"fedfa26f-2ed8-4e0f-a4b4-a52e8d0161de","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":66,"box":{"x":89,"y":233,"width":847,"height":12}},{"id":"735f0803-0668-442e-bf29-f2abfaa707cd","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":66,"box":{"x":89,"y":248,"width":837,"height":12}},{"id":"8069a929-95c5-42de-84ad-9a8ec80f7f43","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":66,"box":{"x":88,"y":263,"width":857,"height":12}},{"id":"56ef286b-56ed-4cc3-abfb-55db17647077","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":66,"box":{"x":89,"y":278,"width":870,"height":13}},{"id":"b62a35c3-3a7f-4882-95f0-e69608335140","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":66,"box":{"x":89,"y":293,"width":839,"height":13}},{"id":"328d5c3f-1435-489e-b034-9840a08c1b69","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":66,"box":{"x":88,"y":308,"width":859,"height":12}},{"id":"f15eff67-0a7b-49a2-967f-74f07e578516","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":66,"box":{"x":88,"y":324,"width":875,"height":12}},{"id":"8bbdbef0-e2be-40b9-8efa-297304689f04","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":66,"box":{"x":88,"y":339,"width":817,"height":12}},{"id":"4793c205-01b6-4dc9-a14b-5e1238e81c46","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":66,"box":{"x":89,"y":354,"width":248,"height":12}},{"id":"896ce453-dffb-43a9-bd8a-a5f06d93a396","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":66,"box":{"x":88,"y":380,"width":801,"height":13}},{"id":"aaa639c8-837b-43e2-908b-2929c94c53a2","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":66,"box":{"x":89,"y":395,"width":836,"height":13}},{"id":"72f4b58f-7240-4731-bce1-f45e2ef5c4ea","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":66,"box":{"x":89,"y":410,"width":855,"height":13}},{"id":"4414cd7d-aa4c-4f6d-9f35-51fdf31b12e5","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":66,"box":{"x":89,"y":426,"width":854,"height":12}},{"id":"c25ea28c-9021-488c-9743-df608dc529d8","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":66,"box":{"x":89,"y":441,"width":855,"height":12}},{"id":"0a72fd41-f005-4a85-a843-58571727d0e0","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":66,"box":{"x":89,"y":456,"width":858,"height":12}},{"id":"e52a797d-502e-4c15-9a9d-f9804d1f6814","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":66,"box":{"x":89,"y":471,"width":820,"height":12}},{"id":"65d50a32-e12b-44e0-bcb3-168e77fe4b09","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":66,"box":{"x":89,"y":486,"width":329,"height":12}},{"id":"eca85d22-7041-4cb1-8bb9-0471ad3c07e6","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":66,"box":{"x":88,"y":513,"width":821,"height":12}},{"id":"ba95e8c7-08a2-4b7c-8243-ed3fe29f1a74","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":66,"box":{"x":89,"y":528,"width":850,"height":12}},{"id":"7221322a-8612-47ee-b171-8653e1eacb37","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":66,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"eb222b55-ce5d-422f-a0c3-5e569ad2bb58","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":66,"box":{"x":89,"y":558,"width":824,"height":12}},{"id":"45cf5c02-04e5-4ea6-9413-fd7b106a91a3","block_type":"box","text":"amounts.","page_number":66,"box":{"x":89,"y":574,"width":65,"height":9}},{"id":"d71e1d4d-2bcd-4a0d-a40d-0ea15f1bf413","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":66,"box":{"x":88,"y":599,"width":858,"height":13}},{"id":"9e7b1b22-1b1b-4557-9c2c-100950c031b1","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":66,"box":{"x":89,"y":615,"width":856,"height":12}},{"id":"8a69c33e-1925-4106-96bd-5cad79cf483c","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":66,"box":{"x":89,"y":630,"width":873,"height":12}},{"id":"c51af52a-4734-469a-b8ac-e17663e70b54","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":66,"box":{"x":89,"y":645,"width":831,"height":12}},{"id":"b206680d-3b43-48fd-815f-d85d51c3dc96","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":66,"box":{"x":89,"y":660,"width":820,"height":12}},{"id":"cc51cb51-dcaa-47ec-bbd3-5775d75cce76","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":66,"box":{"x":89,"y":686,"width":851,"height":13}},{"id":"aec9abef-6676-4c73-bbde-22f5d8f41d5f","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":66,"box":{"x":89,"y":702,"width":869,"height":12}},{"id":"ed43aeb1-7bb2-4c35-a4b4-f91aa7155493","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":66,"box":{"x":89,"y":717,"width":850,"height":12}},{"id":"ad7eb157-ca78-4636-b680-7bbaacd10de8","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":66,"box":{"x":89,"y":732,"width":872,"height":12}},{"id":"860fbf0c-6ef2-4c82-8395-330db59eef02","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":66,"box":{"x":89,"y":747,"width":837,"height":12}},{"id":"24376e14-4257-4294-94a6-7ecb6a804001","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":66,"box":{"x":89,"y":762,"width":871,"height":12}},{"id":"ece9f672-71a8-4e6f-8457-20333379f9a7","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":66,"box":{"x":88,"y":777,"width":825,"height":12}},{"id":"af280eed-c119-490e-8998-0168e4770196","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":66,"box":{"x":89,"y":792,"width":870,"height":13}},{"id":"843b0d30-9c44-4683-8e89-9053f689721d","block_type":"box","text":"allocation.","page_number":66,"box":{"x":89,"y":807,"width":71,"height":10}},{"id":"2c9aa3e9-9653-4483-8228-c83e46183f7a","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":66,"box":{"x":88,"y":834,"width":864,"height":12}},{"id":"b68e086d-84cf-499d-9186-1ff67741d11d","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":66,"box":{"x":89,"y":849,"width":880,"height":12}},{"id":"af6387fb-f050-40f3-9d27-f1c1bd99d94b","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":66,"box":{"x":89,"y":864,"width":874,"height":12}},{"id":"5190be81-1603-4c9a-855a-81fc655fabeb","block_type":"box","text":"49","page_number":66,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9cf59063-0bfd-45ad-a7b5-80044ad3af54","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":67,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"3281fa25-d543-4e2c-a4ba-afd0aa9ada45","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":67,"box":{"x":89,"y":59,"width":848,"height":12}},{"id":"c119f174-cc80-43b3-a31d-0365f8152309","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":67,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"399c84bd-bc8b-4560-87ca-df2d71306185","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":67,"box":{"x":89,"y":89,"width":818,"height":13}},{"id":"54c732f3-204c-4ac4-bf8a-09dcfce51bad","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":67,"box":{"x":89,"y":104,"width":865,"height":13}},{"id":"032ff6ec-9a64-4ea8-9160-81ddfea9b77b","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":67,"box":{"x":89,"y":119,"width":863,"height":13}},{"id":"85e0282f-5b9f-489f-9439-83145638f72f","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":67,"box":{"x":89,"y":135,"width":443,"height":12}},{"id":"ce7ae41a-4b8f-44a9-8f99-4c748c9bd90e","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":67,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"d34e0aa2-2fbe-47aa-9850-00339e2ad65d","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":67,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"e3ef1514-5333-4ab2-93ac-1919f5c22c3c","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":67,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"3a346a65-9914-441b-a605-4c8991985b24","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":67,"box":{"x":89,"y":206,"width":866,"height":13}},{"id":"8d3dab41-6856-4322-9d85-7ffe63fb44b0","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":67,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"d6d476be-c979-4e84-bb5e-7cedff90761d","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":67,"box":{"x":89,"y":237,"width":422,"height":12}},{"id":"4a38cd00-a343-46b0-8e55-107b07b935ec","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":67,"box":{"x":89,"y":263,"width":876,"height":12}},{"id":"61e2ac36-fb11-45c3-bae1-e686f5c8b7ed","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":67,"box":{"x":89,"y":278,"width":853,"height":13}},{"id":"8923e634-f389-4261-9d42-6ab0c81a4558","block_type":"box","text":"(","page_number":67,"box":{"x":89,"y":293,"width":4,"height":13}},{"id":"e3f6df41-2549-4725-9991-6cc63e7cc01a","block_type":"box","text":"i.e","page_number":67,"box":{"x":94,"y":294,"width":15,"height":9}},{"id":"f3b5299d-20dd-4c16-afaf-f5a12d8d8069","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":67,"box":{"x":110,"y":293,"width":825,"height":13}},{"id":"9f2ab9a2-8cd5-48ea-b72e-a492d8d95d4a","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":67,"box":{"x":89,"y":308,"width":799,"height":13}},{"id":"646ae8b5-1d3f-4518-a590-ed02f74b4d63","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":67,"box":{"x":89,"y":324,"width":860,"height":12}},{"id":"0233400d-9bad-485c-8448-2b3360eaefe4","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":67,"box":{"x":89,"y":339,"width":838,"height":12}},{"id":"6ae6dacf-522d-45b1-950b-97e67a02b41e","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":67,"box":{"x":89,"y":354,"width":836,"height":12}},{"id":"0925c163-6ade-487e-8897-a341c7c589f4","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":67,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"fa877ea6-468e-4972-a4eb-ee7cf10336e9","block_type":"box","text":"the firm.","page_number":67,"box":{"x":88,"y":384,"width":59,"height":10}},{"id":"d4fa9a87-f9fe-405b-a6a3-50bcfbae3bf6","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":67,"box":{"x":89,"y":410,"width":875,"height":13}},{"id":"1df2e242-8f25-4873-81db-d7e7ea4528a3","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":67,"box":{"x":89,"y":426,"width":848,"height":12}},{"id":"55925f2e-ecda-4a52-8460-de069b71d7bb","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":67,"box":{"x":89,"y":441,"width":868,"height":12}},{"id":"9229d9e7-6216-4ba2-b9d7-76f3d56f570f","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":67,"box":{"x":89,"y":456,"width":864,"height":12}},{"id":"da841dac-dad6-4c16-b6c9-16575ee37f95","block_type":"box","text":"required, or in cases involving client direction.","page_number":67,"box":{"x":89,"y":471,"width":318,"height":12}},{"id":"4a3f2542-ea8a-455e-8633-e576f2c4ad2b","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":67,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"39d1df35-5b51-4ea7-a83c-37a9571ca652","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":67,"box":{"x":89,"y":513,"width":818,"height":12}},{"id":"9b86597b-ce8d-4a5b-aebc-91305fe43256","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":67,"box":{"x":89,"y":528,"width":860,"height":12}},{"id":"ea680c91-c37f-4e48-a81d-5dd0e36dc805","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":67,"box":{"x":88,"y":543,"width":844,"height":12}},{"id":"0cb14366-f57d-412b-ac21-e9d08e055b21","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":67,"box":{"x":89,"y":558,"width":470,"height":12}},{"id":"b6019606-cc7e-42ad-ac82-0401dbe7ab07","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":67,"box":{"x":89,"y":584,"width":847,"height":13}},{"id":"daf780ea-ba6e-489f-8d7b-3651e1f00844","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":67,"box":{"x":89,"y":599,"width":864,"height":13}},{"id":"40ff751a-e9e8-4c37-a10f-945d978e4116","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":67,"box":{"x":89,"y":615,"width":856,"height":12}},{"id":"0d424d30-3a50-4a56-86f4-e2f0ef1516f8","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":67,"box":{"x":88,"y":630,"width":844,"height":12}},{"id":"1089f404-152f-455c-bb2e-4cd2d280f479","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":67,"box":{"x":89,"y":645,"width":814,"height":12}},{"id":"10586bc5-5e01-462d-8e64-b7656b3a11b7","block_type":"box","text":"BlackRock.","page_number":67,"box":{"x":89,"y":660,"width":74,"height":10}},{"id":"3306dfec-7762-4176-b889-fa3762acdc2e","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":67,"box":{"x":88,"y":686,"width":879,"height":13}},{"id":"371e6152-e24a-44db-be2a-2cdf8dcafd43","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":67,"box":{"x":89,"y":702,"width":841,"height":12}},{"id":"c2b06385-299c-4629-8ad1-acd18e722912","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":67,"box":{"x":89,"y":717,"width":868,"height":12}},{"id":"d8fb1038-d9b7-4e69-b3d1-ff7e46244840","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":67,"box":{"x":88,"y":732,"width":868,"height":12}},{"id":"7f55b7f9-b86b-4dbc-985d-2bf9cf7da898","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":67,"box":{"x":89,"y":747,"width":836,"height":12}},{"id":"75a9cfcd-ff1f-4668-af78-a2820b6b0d99","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":67,"box":{"x":89,"y":762,"width":815,"height":12}},{"id":"b7992763-f820-445a-899e-96e6537b2684","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":67,"box":{"x":89,"y":788,"width":840,"height":13}},{"id":"d3e0ea50-9122-40f0-b2a3-39580e531d33","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":67,"box":{"x":89,"y":804,"width":875,"height":12}},{"id":"ec04ed32-c898-4c58-b1ca-6526d0f5dcfa","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":67,"box":{"x":89,"y":819,"width":839,"height":12}},{"id":"11f908c0-9949-4e2f-ab3b-1a6cc433d4e2","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":67,"box":{"x":89,"y":834,"width":869,"height":12}},{"id":"ac2764e4-203d-4a13-94b1-90b8f1cdcf0d","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":67,"box":{"x":89,"y":849,"width":863,"height":12}},{"id":"0308020b-8140-4924-8dd7-2dfda8974216","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":67,"box":{"x":89,"y":864,"width":841,"height":12}},{"id":"2efe2778-78e5-4afb-9ef4-164181ce22ad","block_type":"box","text":"50","page_number":67,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"b81561da-1af5-4f2c-b2e2-19298551462f","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":68,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"1cd23116-d6fe-4f62-b14f-e36dd937b39e","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":68,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"933722ee-002c-4b30-87f9-e2a5fd443d23","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":68,"box":{"x":88,"y":74,"width":400,"height":12}},{"id":"6155d9de-dcac-4e4d-b6cd-5a0329b7209f","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":68,"box":{"x":89,"y":101,"width":833,"height":12}},{"id":"a15e1369-1357-4bd3-b540-9d00fb1a40d9","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":68,"box":{"x":89,"y":116,"width":827,"height":12}},{"id":"84d8abfa-4da9-4190-bd5d-d4c7419850dd","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":68,"box":{"x":89,"y":131,"width":845,"height":12}},{"id":"c272a017-5f86-49df-b266-a72348af4292","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":68,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"54a13a54-b729-4af4-8dd2-f740d7cafd2c","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":68,"box":{"x":89,"y":161,"width":870,"height":12}},{"id":"4a42fdaa-a9a9-4692-ad32-bb5fae321208","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":68,"box":{"x":89,"y":176,"width":845,"height":13}},{"id":"1fcf9001-1cd0-472b-9c2b-2ca19990177b","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":68,"box":{"x":89,"y":191,"width":825,"height":13}},{"id":"bff3cfea-9d58-4ca7-a110-528d9302a92e","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":68,"box":{"x":89,"y":206,"width":361,"height":13}},{"id":"e80bfda2-0ac8-4972-947f-b4d4705a25ef","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":68,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"d4b79a2a-c11f-4507-ad22-49b2d791623f","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":68,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"54167c1e-6ce3-4cfd-a523-ab86fd993d91","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":68,"box":{"x":89,"y":263,"width":845,"height":12}},{"id":"a90287e0-7993-4319-a7c9-07827648f27b","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":68,"box":{"x":88,"y":278,"width":843,"height":13}},{"id":"69f3a93b-49b4-4c9c-92d3-17bbed67a8d3","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":68,"box":{"x":89,"y":293,"width":845,"height":13}},{"id":"6a3e89cf-f802-4d81-a779-df0ad5b1270a","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":68,"box":{"x":89,"y":308,"width":872,"height":13}},{"id":"48c235d2-e0aa-47c0-b0c6-43f59c34164c","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":68,"box":{"x":89,"y":324,"width":805,"height":12}},{"id":"710c7458-1e38-4b55-9f5d-9ad8b3c21695","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":68,"box":{"x":89,"y":339,"width":793,"height":12}},{"id":"76db5892-5259-41e2-b442-c259568aa669","block_type":"box","text":"transactions.","page_number":68,"box":{"x":88,"y":355,"width":90,"height":9}},{"id":"27bcf6ee-480b-4f77-a522-c2c2455ec090","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":68,"box":{"x":89,"y":380,"width":821,"height":13}},{"id":"12302786-06c6-43d1-a23c-def384f5bb1b","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":68,"box":{"x":89,"y":395,"width":859,"height":13}},{"id":"e53ff762-d9a5-4c6b-93c2-406120e15ee4","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":68,"box":{"x":88,"y":410,"width":870,"height":13}},{"id":"c8478c2d-7f75-4638-8955-492a51b3995d","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":68,"box":{"x":89,"y":426,"width":810,"height":12}},{"id":"fdd2160d-d071-4ada-b5fa-1400b974d655","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":68,"box":{"x":89,"y":452,"width":826,"height":12}},{"id":"85448e05-78ba-4c71-9d37-f7503ada0eb5","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":68,"box":{"x":89,"y":467,"width":872,"height":13}},{"id":"000a6c80-5b29-45ee-a268-9268d90a6720","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":68,"box":{"x":89,"y":482,"width":876,"height":13}},{"id":"d63bcb62-b2a8-4f7f-a130-8750afaa08dd","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":68,"box":{"x":89,"y":497,"width":824,"height":13}},{"id":"dbd00e26-be74-4fc6-9fbe-61860bbea925","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":68,"box":{"x":89,"y":513,"width":801,"height":12}},{"id":"25dca157-5334-4e9f-961d-98c3b46870c3","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":68,"box":{"x":89,"y":528,"width":865,"height":12}},{"id":"37b02edd-024c-4e84-97a4-fed980f2455b","block_type":"box","text":"Policies.”","page_number":68,"box":{"x":89,"y":543,"width":61,"height":10}},{"id":"b1c153ad-c8dd-498a-8013-7dc381c7a52b","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":68,"box":{"x":89,"y":569,"width":819,"height":13}},{"id":"e725abb5-49c0-42b8-aabb-9702bcd5f1c8","block_type":"box","text":"managed accounts) may, subject to compliance with applicable law, purchase and hold shares of a Fund. 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A large sale or redemption of shares of the Fund by BlackRock itself or a BlackRock","page_number":68,"box":{"x":89,"y":671,"width":855,"height":13}},{"id":"86975be0-e875-4fe1-9cc2-56b477c38cc9","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":68,"box":{"x":89,"y":686,"width":822,"height":13}},{"id":"642f9823-4b5c-4197-a4d2-1f1817af80ff","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":68,"box":{"x":89,"y":702,"width":872,"height":12}},{"id":"6a57c4f0-118c-4913-9a13-a22412317362","block_type":"box","text":"Fund.","page_number":68,"box":{"x":89,"y":717,"width":38,"height":9}},{"id":"04a9a261-c66a-4f4f-a0dd-c96c734413a8","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":68,"box":{"x":89,"y":743,"width":828,"height":12}},{"id":"48771195-c883-4d41-8f96-0cef416a9d02","block_type":"box","text":"significant debt or equity investments or other interests. 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The price generally may not be determined based on what a Fund","page_number":69,"box":{"x":89,"y":486,"width":844,"height":12}},{"id":"0426705d-9938-4275-a0e2-b41a0286607d","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":69,"box":{"x":89,"y":501,"width":863,"height":13}},{"id":"2e18efa9-5c36-41c3-8da9-4b69c5d72e1b","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":69,"box":{"x":88,"y":516,"width":835,"height":13}},{"id":"2fd9baf8-d6dd-466d-bc5c-434a80e8aefc","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":69,"box":{"x":89,"y":531,"width":845,"height":13}},{"id":"7e4a02ca-929a-4e48-9601-a8817d87c04c","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. 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These transactions would be effected in","page_number":70,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"42708889-d2c9-4234-80fa-341a96be67c5","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":70,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"bbbfdbf5-0841-4864-b429-a06058528dcb","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":70,"box":{"x":89,"y":119,"width":846,"height":13}},{"id":"fc640a6e-c03b-40d4-9054-5a139c992854","block_type":"box","text":"same day. 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Certain BlackRock advisory personnel","page_number":70,"box":{"x":89,"y":373,"width":878,"height":12}},{"id":"730aed20-10f6-4ca1-b33f-14388023f131","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":70,"box":{"x":89,"y":388,"width":829,"height":12}},{"id":"5226c4c9-25f6-4c9f-ac65-43af45ee3508","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":70,"box":{"x":89,"y":403,"width":834,"height":12}},{"id":"b3791aa0-957c-42b0-be46-5bc91d80a3d8","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":70,"box":{"x":88,"y":418,"width":870,"height":12}},{"id":"357cf42f-e500-465c-a3fd-17bf546a25ee","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":70,"box":{"x":88,"y":433,"width":852,"height":13}},{"id":"0598a03d-78a3-4f84-878b-d9f06c6dbedf","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":70,"box":{"x":89,"y":448,"width":843,"height":13}},{"id":"7b4ea84a-a83b-49b3-a2f5-23158e7b509f","block_type":"box","text":"obligation or other duty to do so.","page_number":70,"box":{"x":89,"y":463,"width":230,"height":13}},{"id":"eed84a38-5a14-452b-a626-6b95f4dd35dc","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":70,"box":{"x":89,"y":490,"width":838,"height":12}},{"id":"52faca5a-1657-4ac8-8e55-66b12185050b","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":70,"box":{"x":89,"y":505,"width":879,"height":12}},{"id":"1513856c-387b-4038-bc57-702d53f9f040","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":70,"box":{"x":88,"y":520,"width":834,"height":12}},{"id":"b1cd3337-e9f3-4853-8ad8-24fe4748d167","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":70,"box":{"x":89,"y":535,"width":875,"height":13}},{"id":"ef46777d-1b93-49e9-beed-59ddecaee82a","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":70,"box":{"x":89,"y":550,"width":859,"height":13}},{"id":"46240abe-a598-4dce-ae3e-caf5f1f66aaf","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":70,"box":{"x":89,"y":565,"width":875,"height":13}},{"id":"937d7d41-9be2-4b2e-9b4b-5d9758b824fe","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":70,"box":{"x":89,"y":581,"width":841,"height":12}},{"id":"047a8a8a-0123-46cb-9757-835b28720627","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":70,"box":{"x":89,"y":596,"width":328,"height":12}},{"id":"8f57690b-e5ad-4927-b19a-972b4077a526","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":70,"box":{"x":89,"y":622,"width":875,"height":12}},{"id":"c457bf98-3eed-4e3b-a074-90de4da3ed6f","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":70,"box":{"x":88,"y":637,"width":862,"height":13}},{"id":"325dffd9-025b-4f50-9e41-5cf1e35eb09e","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":70,"box":{"x":88,"y":652,"width":873,"height":13}},{"id":"90f22eb3-a5ab-417d-a237-fdf7b2acc614","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":70,"box":{"x":88,"y":668,"width":845,"height":12}},{"id":"13ea7cb2-b2c7-478e-8f44-c9d76584f533","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":70,"box":{"x":89,"y":683,"width":840,"height":12}},{"id":"cb994e85-2603-4edf-8567-81712f2c149f","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":70,"box":{"x":89,"y":698,"width":845,"height":12}},{"id":"4277933e-15b6-42b9-8122-706705a86c13","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":70,"box":{"x":89,"y":713,"width":800,"height":12}},{"id":"c5e8061c-d256-4058-ba7c-27648d5551ac","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":70,"box":{"x":89,"y":728,"width":856,"height":12}},{"id":"0d955e4a-d5d4-44ff-bb53-7f4cdb4a1655","block_type":"box","text":"personnel on the other side of a barrier.","page_number":70,"box":{"x":89,"y":743,"width":274,"height":12}},{"id":"5ff0d470-d621-4ebf-afb3-5368d477ad16","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":70,"box":{"x":88,"y":770,"width":861,"height":12}},{"id":"1d06bca7-d3b0-4e06-bbbb-85ce4265ebd6","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":70,"box":{"x":88,"y":785,"width":803,"height":12}},{"id":"37eb0521-85c8-4099-8929-bb6fb65f1206","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":70,"box":{"x":89,"y":800,"width":862,"height":12}},{"id":"7361f36e-519c-4345-b89d-a5461fee7ad5","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":70,"box":{"x":89,"y":815,"width":845,"height":12}},{"id":"45caf414-136f-40b3-8f60-524705a1be76","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":70,"box":{"x":89,"y":830,"width":834,"height":12}},{"id":"9eb7754d-7836-4d85-bebb-dbd7ad80b618","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":70,"box":{"x":89,"y":845,"width":811,"height":12}},{"id":"1a87cc31-ed90-4def-9d3e-f26863029aa4","block_type":"box","text":"e.g","page_number":70,"box":{"x":901,"y":848,"width":21,"height":9}},{"id":"678d597b-a412-43eb-9514-30ebd1d49edb","block_type":"box","text":".,","page_number":70,"box":{"x":923,"y":853,"width":6,"height":3}},{"id":"422c972f-cf5b-4368-8d39-38f8d87b41f9","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":70,"box":{"x":89,"y":860,"width":849,"height":13}},{"id":"51b1661b-b144-4056-8828-dbe6dadb0589","block_type":"box","text":"53","page_number":70,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c126d04b-cd8d-4a8b-80bf-e83d20a5e998","block_type":"box","text":"ownership restrictions (","page_number":71,"box":{"x":89,"y":44,"width":165,"height":12}},{"id":"f2985e83-8aa3-47d4-adc1-7d1190da83c1","block_type":"box","text":"e.g","page_number":71,"box":{"x":255,"y":47,"width":20,"height":9}},{"id":"b626397b-133a-4e2e-bf8a-f67bcd46441d","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":71,"box":{"x":276,"y":44,"width":688,"height":12}},{"id":"6c12b055-bc6f-4fb8-9516-0027588e6169","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":71,"box":{"x":89,"y":59,"width":857,"height":12}},{"id":"0309d575-94ca-470f-bd23-5b54f041842c","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":71,"box":{"x":89,"y":74,"width":815,"height":12}},{"id":"1fe9ddb3-0131-4d74-a521-115a4f23ccb7","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":71,"box":{"x":89,"y":89,"width":864,"height":13}},{"id":"846712c7-ed2c-4465-b9f5-16fbc8385f8c","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":71,"box":{"x":89,"y":104,"width":846,"height":13}},{"id":"b43b3448-4426-4fbb-b78b-25d4e3d5fa40","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":71,"box":{"x":89,"y":119,"width":813,"height":13}},{"id":"f5f0aecc-97b2-415e-b25e-e62467881817","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":71,"box":{"x":89,"y":135,"width":390,"height":12}},{"id":"aa8ca2d3-78ed-47b8-a706-14c5ef8b6b42","block_type":"box","text":"e.g","page_number":71,"box":{"x":480,"y":138,"width":20,"height":9}},{"id":"75c78fb4-4f80-4c36-b86c-c034439580f1","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":71,"box":{"x":501,"y":135,"width":451,"height":12}},{"id":"1e80b402-e907-48d2-bb3c-1833090f44ca","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":71,"box":{"x":89,"y":150,"width":854,"height":12}},{"id":"cee5d2e1-6ed5-4fbc-b78f-67568aae2d0e","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":71,"box":{"x":89,"y":165,"width":874,"height":12}},{"id":"67401f4e-da98-4319-b48e-c157ea751847","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":71,"box":{"x":89,"y":180,"width":866,"height":12}},{"id":"f9ce4dac-5442-4fa9-9f20-d1a6f9d0a12d","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":71,"box":{"x":89,"y":195,"width":831,"height":12}},{"id":"61eac1c4-d0df-4109-b679-58cbbced58c5","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":71,"box":{"x":89,"y":210,"width":854,"height":13}},{"id":"370b921d-a3c9-48a9-8c0a-a1c9135af10b","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":71,"box":{"x":89,"y":225,"width":547,"height":13}},{"id":"e951f946-4b3f-4eb7-876e-20c5af3e1592","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":71,"box":{"x":89,"y":252,"width":859,"height":12}},{"id":"3619e150-491d-46a0-978d-53671067b4b9","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":71,"box":{"x":89,"y":267,"width":878,"height":12}},{"id":"78c152ac-4fbf-46d8-a57f-28c434adf74a","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":71,"box":{"x":89,"y":282,"width":793,"height":12}},{"id":"2bb7370c-d55f-49cd-ae96-849fe39b7b19","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":71,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"57cbef48-5846-4d11-8129-f518c3264512","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":71,"box":{"x":89,"y":312,"width":852,"height":13}},{"id":"5285e4f5-34e2-4626-8812-96359750c07b","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":71,"box":{"x":89,"y":327,"width":877,"height":13}},{"id":"dcca794e-cbc4-40e6-b350-231f30c68eee","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":71,"box":{"x":89,"y":342,"width":810,"height":13}},{"id":"b0ace563-c078-46e6-ac67-ebaff173938a","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":71,"box":{"x":89,"y":358,"width":835,"height":12}},{"id":"072b4cd6-fb08-4f11-a42e-9d1e5f153eb5","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":71,"box":{"x":89,"y":373,"width":841,"height":12}},{"id":"dbabd58d-e6c1-4dde-b4d2-639bef82931b","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":71,"box":{"x":89,"y":388,"width":874,"height":12}},{"id":"bbfc731c-72f6-4b9c-8106-c9608c4d3498","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":71,"box":{"x":88,"y":403,"width":876,"height":12}},{"id":"c9bf122a-6b7c-451b-9518-461c612bf4f8","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":71,"box":{"x":89,"y":418,"width":878,"height":12}},{"id":"1a5f40d7-0bc3-41a1-8b0b-a72bd72fd73f","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":71,"box":{"x":88,"y":433,"width":812,"height":13}},{"id":"1f79ab59-6652-4418-b186-48cf153c5766","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":71,"box":{"x":88,"y":460,"width":867,"height":12}},{"id":"de8d3713-6151-4609-8e4c-a6a80cbf788f","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":71,"box":{"x":88,"y":475,"width":840,"height":12}},{"id":"1d5a12a7-e7a8-4ed8-96ef-db0fce6929c6","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":71,"box":{"x":89,"y":490,"width":868,"height":12}},{"id":"d5a33930-6792-4e2c-8290-4fabc3d03fc9","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":71,"box":{"x":89,"y":505,"width":829,"height":12}},{"id":"cf943b08-7146-4697-8a3e-062994f883e0","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":71,"box":{"x":89,"y":520,"width":876,"height":12}},{"id":"9d44bf3b-f2cb-45e1-99c0-cbf5f968348b","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":71,"box":{"x":89,"y":535,"width":868,"height":13}},{"id":"36ec724b-190d-41e5-a6e4-0a7ab68fbcd9","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":71,"box":{"x":89,"y":550,"width":879,"height":13}},{"id":"cb9c6c37-488c-40c4-9a59-052e1767502c","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":71,"box":{"x":89,"y":565,"width":863,"height":13}},{"id":"d0009151-6d2b-4321-a6e2-d549fd2dd57f","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":71,"box":{"x":89,"y":581,"width":874,"height":12}},{"id":"ec21b5dd-7004-4514-97f3-1e7b405efd86","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":71,"box":{"x":89,"y":596,"width":868,"height":12}},{"id":"031468e8-7756-47ec-b20a-a63ef648d462","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":71,"box":{"x":88,"y":611,"width":875,"height":12}},{"id":"92a3a9dd-21cc-41ff-8eac-09e90387a3a6","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":71,"box":{"x":89,"y":626,"width":840,"height":12}},{"id":"bcc45f54-e3a1-409c-8954-3021d39f7033","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":71,"box":{"x":89,"y":641,"width":872,"height":12}},{"id":"ab9a9105-d4bd-4df1-ad6f-e1ae74138fba","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":71,"box":{"x":89,"y":656,"width":817,"height":13}},{"id":"d1a44004-1061-4654-9b52-2b6bc2b33ca9","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":71,"box":{"x":89,"y":671,"width":613,"height":13}},{"id":"46bf478e-8876-4c23-b47e-36904b69556a","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":71,"box":{"x":89,"y":698,"width":861,"height":12}},{"id":"f8bdc4c2-78dc-45b8-b192-d9c8704cd5c2","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":71,"box":{"x":89,"y":713,"width":814,"height":12}},{"id":"e919aac5-bc54-4d67-ab82-9543131fc107","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":71,"box":{"x":89,"y":728,"width":481,"height":12}},{"id":"62de2232-2c0d-41d2-ba0d-185f9c8dd354","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":71,"box":{"x":89,"y":754,"width":872,"height":13}},{"id":"085da122-83bd-44c1-b650-98494fa66e3e","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":71,"box":{"x":89,"y":770,"width":878,"height":12}},{"id":"9fbd35e1-e0f2-4fbc-ab8f-7b67665dde91","block_type":"box","text":"to such security or asset.","page_number":71,"box":{"x":88,"y":785,"width":174,"height":12}},{"id":"aaf7607c-7ddd-4673-b1de-0d0660290df1","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":71,"box":{"x":89,"y":811,"width":710,"height":12}},{"id":"085f4aaf-f9f7-42b6-8d15-f5fd62b75e45","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":71,"box":{"x":89,"y":838,"width":868,"height":12}},{"id":"8422002e-e7ab-4ac2-bdab-170565d70598","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":71,"box":{"x":89,"y":853,"width":873,"height":12}},{"id":"d50580d1-3ba7-4c04-aa49-55d03045b55f","block_type":"box","text":"54","page_number":71,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8197495d-9386-4096-9e8d-1a909ee1b133","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":72,"box":{"x":89,"y":44,"width":831,"height":12}},{"id":"0801bd90-fbbc-4326-a9ba-741c50bbfa41","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":72,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"0150cb09-0e0c-4ab2-8ade-0fbf3b5164b6","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":72,"box":{"x":89,"y":74,"width":876,"height":12}},{"id":"0f19cdc0-92b0-431a-8859-29922dc4937f","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":72,"box":{"x":89,"y":89,"width":875,"height":13}},{"id":"ab08806c-590a-4701-ae9d-c0d437fa4621","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":72,"box":{"x":88,"y":104,"width":709,"height":13}},{"id":"70b84e6e-0204-4ec6-ac0b-ace88905f703","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":72,"box":{"x":89,"y":131,"width":859,"height":12}},{"id":"a0a8af4b-643b-4b0a-be2d-e436e2c13849","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":72,"box":{"x":88,"y":146,"width":809,"height":12}},{"id":"8c8d438e-d816-4d02-9e1f-41324fd810af","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":72,"box":{"x":89,"y":161,"width":877,"height":12}},{"id":"bd6f43f0-7208-4c20-926f-384a3fa5a2c2","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":72,"box":{"x":89,"y":176,"width":824,"height":13}},{"id":"052b01f1-1dae-4d96-8de1-efc730412f2b","block_type":"box","text":"collection of these fees. 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As a consequence, from time to","page_number":74,"box":{"x":88,"y":601,"width":848,"height":12}},{"id":"64ad02f2-cba0-4242-b6e3-c7fdab61be77","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":74,"box":{"x":88,"y":616,"width":876,"height":12}},{"id":"4ffe0c69-bcdb-43ce-b395-f6f22a7936f0","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":74,"box":{"x":89,"y":631,"width":458,"height":12}},{"id":"7ab2d6e9-059a-41a0-a658-643439a63820","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":74,"box":{"x":89,"y":657,"width":868,"height":13}},{"id":"2ea977c3-92f2-4dfb-a7c7-a9ee292cd3d8","block_type":"box","text":"portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. 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A portfolio or account with a performance-based fee would pay BFA","page_number":74,"box":{"x":89,"y":703,"width":866,"height":12}},{"id":"5b33ba76-33c0-497b-bba4-42252d020e5a","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":74,"box":{"x":89,"y":718,"width":834,"height":12}},{"id":"44b9fc3c-784d-4467-b333-98796814688d","block_type":"box","text":"would otherwise be the case if BFA or any of its affiliates meets or exceeds specified performance targets. 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Although BFA and each of its affiliates have an obligation to allocate resources and","page_number":74,"box":{"x":89,"y":778,"width":843,"height":13}},{"id":"8f6aeef0-baca-4b08-a232-8e3d9e56fbbc","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":74,"box":{"x":89,"y":793,"width":865,"height":13}},{"id":"16ee8217-7a43-488f-be49-1d57d0ebfdf5","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":74,"box":{"x":89,"y":809,"width":865,"height":12}},{"id":"97c703e1-0e1e-452e-9f48-5177f76c95d3","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":74,"box":{"x":89,"y":824,"width":845,"height":12}},{"id":"2a15aa25-4393-4a1d-8079-0a05f536b974","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":74,"box":{"x":89,"y":839,"width":791,"height":12}},{"id":"c3a16394-f767-4375-b328-300c7d0d9362","block_type":"box","text":"57","page_number":74,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"7f5e621b-06ad-4a4e-bf92-c3562f6014d5","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":75,"box":{"x":88,"y":44,"width":861,"height":12}},{"id":"e6fae406-e3ff-4d40-8435-f90202b07a59","block_type":"box","text":"tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment 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N/A","page_number":75,"box":{"x":89,"y":547,"width":851,"height":9}},{"id":"283cf682-956b-4ba3-83fb-31194dd82696","block_type":"box","text":"Other Accounts 0 N/A","page_number":75,"box":{"x":89,"y":562,"width":851,"height":9}},{"id":"be95426f-66d7-40c2-ba0a-03c863261294","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":75,"box":{"x":88,"y":594,"width":303,"height":13}},{"id":"09c53dcb-7fed-4fd1-9a86-9ccee01ddcef","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of July 31, 2025.","page_number":75,"box":{"x":88,"y":621,"width":628,"height":12}},{"id":"ab88a075-78ea-4cc1-98c1-d8cbc9347a24","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":75,"box":{"x":89,"y":647,"width":824,"height":13}},{"id":"b3b80d02-d116-4738-a9fa-babb35a18399","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":75,"box":{"x":89,"y":662,"width":861,"height":13}},{"id":"d3f9a2c6-21c0-4fc4-a1f8-c81688a63765","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":75,"box":{"x":89,"y":678,"width":836,"height":12}},{"id":"71bd3c0a-c6bb-4d0d-862d-00e1d9104074","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":75,"box":{"x":89,"y":693,"width":865,"height":12}},{"id":"491a34a0-0198-4fee-8562-72f0d83c0733","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":75,"box":{"x":89,"y":708,"width":496,"height":12}},{"id":"4605a327-3664-4bf1-8983-442a38b8658e","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":75,"box":{"x":89,"y":734,"width":850,"height":13}},{"id":"ea692eaf-b073-49f2-9259-19634ac87ec3","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":75,"box":{"x":89,"y":749,"width":787,"height":13}},{"id":"fb5f6e14-2c76-4339-8d73-0003317391c6","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":75,"box":{"x":89,"y":765,"width":872,"height":12}},{"id":"84128115-10c5-4251-aaa7-ae19f1aaab53","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":75,"box":{"x":88,"y":780,"width":856,"height":12}},{"id":"82f0f7bc-dcfa-4e7d-ab45-15a2be870921","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":75,"box":{"x":88,"y":795,"width":876,"height":12}},{"id":"540c6045-63ee-4e87-8dfc-19a9ff644c34","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":75,"box":{"x":89,"y":810,"width":835,"height":12}},{"id":"53558cf9-72e5-4e66-bfd0-965df96c60d8","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":75,"box":{"x":89,"y":825,"width":815,"height":12}},{"id":"05b69243-74e3-4c2e-bdfc-d6f442935b83","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":75,"box":{"x":89,"y":840,"width":824,"height":12}},{"id":"ecbb6482-e185-48c7-9174-0ab409687e19","block_type":"box","text":"58","page_number":75,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"4eca88f6-42a9-4c21-aced-40e2f1c310d4","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":76,"box":{"x":89,"y":44,"width":847,"height":12}},{"id":"869bdb42-c20f-4664-86bf-e6924efe9936","block_type":"box","text":"shareholders and motivate performance.","page_number":76,"box":{"x":89,"y":59,"width":284,"height":12}},{"id":"931ae0a8-7917-4b62-a19f-19519494170c","block_type":"box","text":"As of July 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":76,"box":{"x":88,"y":85,"width":606,"height":13}},{"id":"182f8bc2-c538-49be-855a-6f55db2736d9","block_type":"box","text":"Codes of Ethics.","page_number":76,"box":{"x":89,"y":112,"width":114,"height":10}},{"id":"958385f4-5fc5-44cf-b0b0-c8e8d51cabf0","block_type":"box","text":"The Trust, BFA and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act.","page_number":76,"box":{"x":211,"y":112,"width":751,"height":12}},{"id":"eaeece39-0d6b-40a8-b693-66b476edea82","block_type":"box","text":"The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to certain limitations,","page_number":76,"box":{"x":88,"y":127,"width":833,"height":12}},{"id":"b0d2320f-7b76-473b-a464-18789ebc6b35","block_type":"box","text":"including securities that may be purchased or held by the Fund. Each code of ethics is available by contacting BlackRock at","page_number":76,"box":{"x":89,"y":142,"width":858,"height":12}},{"id":"f81c3929-ea1a-4c1b-a5c5-25cc86867691","block_type":"box","text":"the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR Database on the SEC’s Internet","page_number":76,"box":{"x":88,"y":157,"width":879,"height":13}},{"id":"3f1e3551-0541-4c44-82bd-58d8b1b8d683","block_type":"box","text":"site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":76,"box":{"x":89,"y":172,"width":838,"height":13}},{"id":"fc99939e-ef8c-4b24-a755-d886a94f13c4","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":76,"box":{"x":88,"y":199,"width":282,"height":12}},{"id":"e10eb628-ae5e-463d-bf8a-cc816c3485e7","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":76,"box":{"x":379,"y":199,"width":570,"height":12}},{"id":"187a8548-ba19-4ba6-a1ad-b5eb1f0efaa7","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":76,"box":{"x":89,"y":214,"width":877,"height":12}},{"id":"2ffa870c-9140-4730-8006-5aa2989a1ef6","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":76,"box":{"x":89,"y":229,"width":866,"height":12}},{"id":"313719a7-061c-49b7-847a-62b5018d9b19","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":76,"box":{"x":88,"y":244,"width":878,"height":13}},{"id":"ac960f37-c7e5-4cd7-b027-5ec3afaf0c13","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":76,"box":{"x":88,"y":259,"width":807,"height":13}},{"id":"193be089-7a32-41a8-a38d-481a654bdd14","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":76,"box":{"x":89,"y":274,"width":367,"height":13}},{"id":"14a652a9-efa8-4395-8072-cb77503648b1","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":76,"box":{"x":88,"y":301,"width":860,"height":12}},{"id":"140c43fc-da60-4e8c-be67-51bbeb6b1eac","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":76,"box":{"x":88,"y":316,"width":851,"height":12}},{"id":"00b97f51-2ab1-47bb-b029-e4895387c507","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":76,"box":{"x":89,"y":331,"width":839,"height":12}},{"id":"8f2b7cdb-7e22-4572-97cd-90c75fdd2d22","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":76,"box":{"x":89,"y":346,"width":721,"height":13}},{"id":"5f82f259-5e9e-4291-8e8f-9206b9f31e80","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":76,"box":{"x":88,"y":373,"width":329,"height":12}},{"id":"af79542c-fb4e-4cd9-ba08-96b8201e7a0e","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":76,"box":{"x":88,"y":399,"width":840,"height":13}},{"id":"3d047e2a-67cb-4ae4-a794-dc5bb0063b0e","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":76,"box":{"x":89,"y":414,"width":873,"height":13}},{"id":"543c6342-1bff-4cf8-8a17-6232ed04f696","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":76,"box":{"x":89,"y":429,"width":806,"height":13}},{"id":"936e8eba-01b5-443e-b186-147c78afcc59","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":76,"box":{"x":88,"y":445,"width":853,"height":12}},{"id":"f3473b8f-93a3-43b0-9104-9a0e759d7943","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":76,"box":{"x":89,"y":460,"width":876,"height":12}},{"id":"48505ba2-e541-4dc0-aeea-47ea5ba7fd8b","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":76,"box":{"x":89,"y":475,"width":823,"height":12}},{"id":"f17e10ff-044a-4478-892c-d57703f882cc","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":76,"box":{"x":89,"y":490,"width":865,"height":12}},{"id":"1a0d68f7-0651-417e-972b-d131260fe50f","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":76,"box":{"x":89,"y":505,"width":865,"height":12}},{"id":"e513b5e8-af32-455b-a941-ace4f2c38920","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":76,"box":{"x":89,"y":520,"width":838,"height":12}},{"id":"06796fc4-25fd-4443-a635-ccfa19d4998d","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":76,"box":{"x":89,"y":535,"width":840,"height":13}},{"id":"894d2c5e-336e-48f4-9c81-9d74d1fdbdd7","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":76,"box":{"x":89,"y":550,"width":852,"height":13}},{"id":"739a1bc2-60a0-47e4-847b-7141e9476fa1","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":76,"box":{"x":89,"y":565,"width":845,"height":13}},{"id":"b3f59da6-fb36-41e4-af85-520a2bac8bf6","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":76,"box":{"x":89,"y":581,"width":842,"height":12}},{"id":"96446cfa-a5ce-4c48-99e9-915e6480d13d","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":76,"box":{"x":88,"y":596,"width":865,"height":12}},{"id":"e221dd8a-6091-420f-aeaf-8cd53689c168","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":76,"box":{"x":89,"y":611,"width":516,"height":12}},{"id":"33707e3c-51f9-46fb-aec6-88dccef98b2b","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":76,"box":{"x":88,"y":637,"width":861,"height":13}},{"id":"e4a3de45-2276-4b93-b60b-adf842e941f4","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":76,"box":{"x":88,"y":652,"width":479,"height":13}},{"id":"411a1165-d34b-4978-9286-fa938e8d4934","block_type":"box","text":"th","page_number":76,"box":{"x":570,"y":650,"width":10,"height":7}},{"id":"5093b616-bec1-4a26-93a4-5b22987e7ba4","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":76,"box":{"x":586,"y":652,"width":362,"height":13}},{"id":"4b10d7bb-5abd-4f05-b3ae-bfb844862afa","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":76,"box":{"x":88,"y":668,"width":863,"height":12}},{"id":"1154c58c-29cb-4346-b486-b475b18cda7d","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":76,"box":{"x":89,"y":683,"width":817,"height":12}},{"id":"1d5acf6f-815b-4155-9c64-3f5a87c143ee","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":76,"box":{"x":89,"y":698,"width":867,"height":12}},{"id":"04b0295b-5d04-49f0-9080-1bf1637a7f48","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":76,"box":{"x":88,"y":713,"width":861,"height":12}},{"id":"9c3c1758-a114-4f19-a8d9-08dff31e2f2d","block_type":"box","text":"Distributor.","page_number":76,"box":{"x":89,"y":739,"width":80,"height":10}},{"id":"27a28905-b944-468e-a328-e5850e46d46d","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":76,"box":{"x":178,"y":739,"width":783,"height":13}},{"id":"70fd7441-f19a-48d3-9803-e558f875a279","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":76,"box":{"x":89,"y":754,"width":862,"height":13}},{"id":"6032fb9a-c5aa-438a-882c-afacb99d9f61","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":76,"box":{"x":89,"y":770,"width":299,"height":12}},{"id":"d13ef551-ae94-4363-9f0d-e55c3a982b6b","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":76,"box":{"x":393,"y":770,"width":568,"height":12}},{"id":"3686f1f2-0e24-4b9b-a07d-7e98ff581eac","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":76,"box":{"x":89,"y":785,"width":867,"height":12}},{"id":"c18e5bcd-672b-476b-a7c5-deff28e213b4","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":76,"box":{"x":89,"y":800,"width":841,"height":12}},{"id":"8e8c77b8-dd73-471d-a0fa-e681554818ee","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":76,"box":{"x":89,"y":815,"width":864,"height":12}},{"id":"3581b5c6-f132-4a5c-bcbc-105f40aa1b1c","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":76,"box":{"x":88,"y":830,"width":875,"height":12}},{"id":"af6bf378-8b2a-42f9-9a3e-8fc567778e91","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":76,"box":{"x":89,"y":845,"width":869,"height":12}},{"id":"b0d44a24-8182-46c4-8171-8e1f0d5a8b84","block_type":"box","text":"Islands and the District of Columbia.","page_number":76,"box":{"x":89,"y":860,"width":253,"height":10}},{"id":"85f39772-60fb-488f-9b97-21d46077c70a","block_type":"box","text":"59","page_number":76,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c542735c-141e-4775-b0a2-271056037b4f","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":77,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"10ca04ac-a9af-4568-a9f6-9629f29f4108","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":77,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"ed49a755-b05d-4f1c-81f3-ce72fd8151b3","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":77,"box":{"x":89,"y":74,"width":832,"height":12}},{"id":"afa1abed-33f1-438e-8fbd-b932f5153a4a","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":77,"box":{"x":88,"y":89,"width":693,"height":13}},{"id":"e2510f0b-64d9-4b8e-b6d1-51b487e325fc","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":77,"box":{"x":88,"y":116,"width":848,"height":12}},{"id":"22ecb9c6-cd24-4514-a364-ddf3db90680c","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":77,"box":{"x":89,"y":131,"width":818,"height":12}},{"id":"c0eb7033-143b-4398-b51f-d5ae56fbdaca","block_type":"box","text":"participants and/or investor services organizations.","page_number":77,"box":{"x":89,"y":146,"width":357,"height":12}},{"id":"69f93486-f7ff-4e32-972f-0ed24d3ddec6","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":77,"box":{"x":89,"y":172,"width":847,"height":13}},{"id":"87dffc73-494b-4642-be2a-141e65addd09","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":77,"box":{"x":89,"y":188,"width":743,"height":12}},{"id":"95af4b66-be1e-4d38-ac36-cebf74ad38bb","block_type":"box","text":"Securities Lending.","page_number":77,"box":{"x":88,"y":214,"width":137,"height":12}},{"id":"9e04137b-97f1-447d-812a-77445846bd96","block_type":"box","text":"To the extent that the Fund engages in securities lending, the Fund conducts its securities lending","page_number":77,"box":{"x":234,"y":214,"width":685,"height":12}},{"id":"c33a60c3-101c-4192-a69c-f223fc58cd4e","block_type":"box","text":"pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Fund, subject to the overall supervision of","page_number":77,"box":{"x":89,"y":229,"width":864,"height":12}},{"id":"c4cadc91-b232-4ba5-99ab-2809c8cc9d99","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":77,"box":{"x":89,"y":244,"width":592,"height":13}},{"id":"a12f9961-8fcd-4410-99da-31ff764c93e3","block_type":"box","text":"The Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its","page_number":77,"box":{"x":88,"y":271,"width":870,"height":12}},{"id":"8c983d5e-14a5-47aa-80dd-cd74794d68b8","block_type":"box","text":"services as securities lending agent. Securities lending income is generally equal to the total of income earned from the","page_number":77,"box":{"x":89,"y":286,"width":833,"height":12}},{"id":"7846fdee-2f40-4ce8-88d7-71e697d045e2","block_type":"box","text":"reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to","page_number":77,"box":{"x":89,"y":301,"width":874,"height":12}},{"id":"2ec6da81-1667-43dc-afbc-057b52d39434","block_type":"box","text":"and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities","page_number":77,"box":{"x":89,"y":316,"width":844,"height":12}},{"id":"9ef6988d-482a-44c1-a990-77b1de8c434a","block_type":"box","text":"lending, including custodial costs of JPMorgan. The Fund is responsible for fees in connection with the investment of cash","page_number":77,"box":{"x":89,"y":331,"width":852,"height":12}},{"id":"bba70e30-edec-44bb-871d-20876f3e1b38","block_type":"box","text":"collateral received for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however,","page_number":77,"box":{"x":89,"y":346,"width":874,"height":13}},{"id":"5439ffeb-ceda-48f8-ab06-213ebed3fd53","block_type":"box","text":"BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral","page_number":77,"box":{"x":89,"y":361,"width":820,"height":13}},{"id":"c934481f-1a62-4702-bfa0-f01c80e6c8ee","block_type":"box","text":"investment fees the Fund bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales","page_number":77,"box":{"x":89,"y":376,"width":846,"height":13}},{"id":"2cf1dea1-0d8e-4ee9-9023-f59b75fd4c49","block_type":"box","text":"load, redemption fee, distribution fee or service fee.","page_number":77,"box":{"x":89,"y":392,"width":357,"height":12}},{"id":"a9495c01-48ee-4ddc-9f07-d634b85881bb","block_type":"box","text":"To the extent that a Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":77,"box":{"x":88,"y":418,"width":841,"height":12}},{"id":"5c01194d-b2b9-4978-8211-a36b967b3219","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":77,"box":{"x":89,"y":433,"width":858,"height":13}},{"id":"66fe143d-23c1-494b-be56-81d18c4834f5","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":77,"box":{"x":88,"y":448,"width":844,"height":13}},{"id":"ca33a1fa-16dd-48e7-86b6-15dd8f8dc458","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, a Fund will be subject to","page_number":77,"box":{"x":88,"y":463,"width":868,"height":13}},{"id":"8b743f37-81b0-43ee-8844-3f2dd5201b52","block_type":"box","text":"a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money market","page_number":77,"box":{"x":89,"y":479,"width":865,"height":12}},{"id":"8e920e50-e4a2-4f40-b809-d9fa016f0bbe","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":77,"box":{"x":88,"y":494,"width":415,"height":12}},{"id":"510fb2f2-3b32-47d1-9e06-bb4adbaab3c3","block_type":"box","text":"i.e","page_number":77,"box":{"x":504,"y":495,"width":15,"height":8}},{"id":"69c01930-cd37-4477-8aa4-0e0093e1c7fc","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":77,"box":{"x":520,"y":494,"width":429,"height":12}},{"id":"70d35e86-fd32-44e0-928f-ba05d44993eb","block_type":"box","text":"will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market fund","page_number":77,"box":{"x":88,"y":509,"width":879,"height":12}},{"id":"d48c4d23-3c58-4179-af9a-0cbb115eb9fc","block_type":"box","text":"would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions on","page_number":77,"box":{"x":88,"y":524,"width":861,"height":12}},{"id":"b282879a-8d11-449f-8f27-6b1a7b0228f7","block_type":"box","text":"that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":77,"box":{"x":88,"y":539,"width":841,"height":12}},{"id":"f0911e89-ef51-48d3-96da-3bbfece523a2","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":77,"box":{"x":89,"y":554,"width":831,"height":12}},{"id":"c8737366-5e8d-41d1-aeb7-f2601f19e556","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":77,"box":{"x":89,"y":569,"width":835,"height":13}},{"id":"a710af30-2ca4-484c-949d-70749245ef75","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":77,"box":{"x":89,"y":584,"width":464,"height":13}},{"id":"39b824da-393d-4e47-a620-dfdcd3073d22","block_type":"box","text":"Under the securities lending program, the Fund is categorized into a specific asset class. The determination of the Fund’s","page_number":77,"box":{"x":89,"y":611,"width":845,"height":12}},{"id":"30726623-2939-4435-a6b3-e60472c89abf","block_type":"box","text":"asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be subject to","page_number":77,"box":{"x":89,"y":626,"width":869,"height":12}},{"id":"14fcff5e-8740-47ac-9f06-1b8833651bae","block_type":"box","text":"a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":77,"box":{"x":89,"y":641,"width":612,"height":12}},{"id":"ea3d1c92-5dfa-4aad-8375-69ddeecc9ba3","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":77,"box":{"x":89,"y":668,"width":439,"height":12}},{"id":"7ef42761-5ac1-43aa-b1e9-5d27114ede88","block_type":"box","text":"(i) international equity funds, such as the Fund (“International Equity Funds”), retain 82% of securities lending income","page_number":77,"box":{"x":89,"y":694,"width":828,"height":12}},{"id":"7628c492-bd52-42f0-a6d9-f7bd3b86ee7a","block_type":"box","text":"(which excludes collateral investment fees), and (ii) this amount can never be less than 70% of the sum of securities lending","page_number":77,"box":{"x":89,"y":709,"width":870,"height":12}},{"id":"2254c654-3d09-45fa-85fd-ffccfae72e43","block_type":"box","text":"income plus collateral investment fees.","page_number":77,"box":{"x":89,"y":724,"width":270,"height":13}},{"id":"f82afd78-6b73-4fb1-83e5-eec89d204037","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":77,"box":{"x":89,"y":751,"width":863,"height":12}},{"id":"add7183a-7e1a-4308-af5e-fcd3f270d594","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":77,"box":{"x":88,"y":766,"width":679,"height":12}},{"id":"f7ea94a6-853d-4849-8987-685a0b90f204","block_type":"box","text":"Management — Trustees","page_number":77,"box":{"x":772,"y":766,"width":178,"height":12}},{"id":"a96579a0-d1b1-400b-b42b-0c7357e90731","block_type":"box","text":"and Officers","page_number":77,"box":{"x":88,"y":781,"width":84,"height":11}},{"id":"4097ca66-f01a-42cf-ad56-015e0120eddf","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable international equity fund,","page_number":77,"box":{"x":177,"y":781,"width":762,"height":12}},{"id":"d6f81ff4-7411-45f7-8a2b-4d2f85a32329","block_type":"box","text":"pursuant to the current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities","page_number":77,"box":{"x":89,"y":796,"width":867,"height":12}},{"id":"b24d5ab3-8644-4fd7-98ca-06940bd7b870","block_type":"box","text":"lending income as follows:","page_number":77,"box":{"x":89,"y":811,"width":184,"height":12}},{"id":"04703dd4-3319-4217-96f9-2d87891b4793","block_type":"box","text":"(i) 85% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than","page_number":77,"box":{"x":89,"y":838,"width":866,"height":12}},{"id":"5d5c4640-8363-4936-9c5f-18f4530b8f63","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":77,"box":{"x":89,"y":853,"width":532,"height":12}},{"id":"00316659-4fbd-46cc-ad92-fc5cd264ab42","block_type":"box","text":"60","page_number":77,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e24a73bc-800c-4103-8907-c3398e9db470","block_type":"box","text":"The services provided to the Fund by BTC in the most recent fiscal year ended July 31, 2025 primarily included the following:","page_number":78,"box":{"x":88,"y":44,"width":867,"height":12}},{"id":"6193b883-11db-42a5-a0d0-417e4ab9be0f","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":78,"box":{"x":109,"y":70,"width":817,"height":13}},{"id":"8ed697bf-d8ac-4ef6-a321-a5e903ef1a7a","block_type":"box","text":"behalf of the Fund with each such borrower;","page_number":78,"box":{"x":109,"y":85,"width":309,"height":12}},{"id":"afc77cf2-a3a8-4535-9772-241cbc86d708","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":78,"box":{"x":109,"y":112,"width":519,"height":12}},{"id":"c9c5d15c-7474-4246-87b1-0b81b2b78c51","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":78,"box":{"x":109,"y":138,"width":314,"height":13}},{"id":"f69f9735-8024-45b9-baef-43efa6051d8d","block_type":"box","text":"(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of","page_number":78,"box":{"x":109,"y":165,"width":836,"height":12}},{"id":"0913c948-42a4-41f6-ba69-cca42237e300","block_type":"box","text":"excess collateral, as necessary;","page_number":78,"box":{"x":108,"y":180,"width":214,"height":12}},{"id":"0c4f20e1-821f-4eab-a8bf-cf80c36801bd","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":78,"box":{"x":109,"y":206,"width":543,"height":13}},{"id":"c7849840-2389-4a74-8292-77c429ba458a","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":78,"box":{"x":109,"y":233,"width":652,"height":12}},{"id":"8ed6b0d5-a438-4abf-9733-ad6911f99b49","block_type":"box","text":"(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the","page_number":78,"box":{"x":109,"y":259,"width":821,"height":13}},{"id":"81be73b8-c887-4fd3-85b9-4c005493e9ca","block_type":"box","text":"liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned","page_number":78,"box":{"x":109,"y":274,"width":839,"height":13}},{"id":"6c0a8cd0-86a2-49d5-9458-66f5a7585aec","block_type":"box","text":"securities; and","page_number":78,"box":{"x":108,"y":290,"width":100,"height":11}},{"id":"4e98e566-c147-4c46-94d3-4b15db245970","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Fund at loan termination.","page_number":78,"box":{"x":109,"y":316,"width":785,"height":12}},{"id":"12198ea8-5639-4c67-9cb9-5f79c9691943","block_type":"box","text":"The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of","page_number":78,"box":{"x":88,"y":342,"width":878,"height":13}},{"id":"88a07d79-9da8-44fa-bcca-c3ce72fc2e9a","block_type":"box","text":"the Fund during its most recent fiscal year ended July 31, 2025.","page_number":78,"box":{"x":88,"y":358,"width":439,"height":12}},{"id":"0a1da80a-320b-4899-a4f2-e749760cd258","block_type":"box","text":"Fund","page_number":78,"box":{"x":89,"y":407,"width":27,"height":8}},{"id":"70b4697f-ff32-481f-ace6-0cd755521aec","block_type":"box","text":"iShares Core","page_number":78,"box":{"x":896,"y":387,"width":72,"height":8}},{"id":"e3cc628b-2f6e-4734-aaf7-f8461f13a0bd","block_type":"box","text":"MSCI Pacific","page_number":78,"box":{"x":896,"y":397,"width":72,"height":8}},{"id":"9cb3e355-6749-43b0-ad27-d08670406834","block_type":"box","text":"ETF","page_number":78,"box":{"x":922,"y":408,"width":20,"height":7}},{"id":"546a143c-557d-4cc3-99dc-70f1fc204184","block_type":"box","text":"Gross income from","page_number":78,"box":{"x":89,"y":425,"width":136,"height":10}},{"id":"f5f46772-9365-46da-b741-0fcd746b01b6","block_type":"box","text":"securities","page_number":78,"box":{"x":105,"y":441,"width":68,"height":9}},{"id":"75412271-e13c-45d4-bf96-5316e5e6ccbf","block_type":"box","text":"lending activities","page_number":78,"box":{"x":105,"y":455,"width":121,"height":13}},{"id":"4e732532-78ba-41c8-826a-23d27f6f84e5","block_type":"box","text":"$998,281","page_number":78,"box":{"x":898,"y":425,"width":65,"height":11}},{"id":"3b980667-4a89-4254-bf02-af9abd047a6e","block_type":"box","text":"Fees and/or compensation","page_number":78,"box":{"x":88,"y":490,"width":188,"height":12}},{"id":"ba6dc29d-9e69-4c66-ac84-dee6987b6b04","block_type":"box","text":"for securities lending","page_number":78,"box":{"x":104,"y":505,"width":145,"height":12}},{"id":"3b747b5f-e57c-4152-98bc-b7054ed1bcf2","block_type":"box","text":"activities and","page_number":78,"box":{"x":105,"y":520,"width":92,"height":10}},{"id":"519a023d-9599-45e5-9942-ddb8ab1db208","block_type":"box","text":"related services","page_number":78,"box":{"x":104,"y":535,"width":108,"height":10}},{"id":"1db39901-4cc4-41e5-90dd-824f0e3a2658","block_type":"box","text":"Securities lending","page_number":78,"box":{"x":118,"y":553,"width":123,"height":12}},{"id":"40b5a3f6-808e-4891-87ec-55fb4f281b50","block_type":"box","text":"income paid to","page_number":78,"box":{"x":118,"y":568,"width":104,"height":12}},{"id":"01a6570e-0c34-4fc8-965e-ab8aa776aad2","block_type":"box","text":"BTC for services as","page_number":78,"box":{"x":119,"y":583,"width":129,"height":10}},{"id":"60ed55af-1e91-4ce3-a933-8b25325eee2a","block_type":"box","text":"securities","page_number":78,"box":{"x":118,"y":599,"width":65,"height":9}},{"id":"39b9b690-de62-46f3-b5a2-9196d39a24a0","block_type":"box","text":"lending agent","page_number":78,"box":{"x":118,"y":613,"width":96,"height":13}},{"id":"da7e8a3e-2c47-461a-b2a2-36536f8ea65d","block_type":"box","text":"60,962","page_number":78,"box":{"x":918,"y":551,"width":47,"height":11}},{"id":"16cffced-0719-403d-babd-57d1d05bfe5a","block_type":"box","text":"Cash collateral","page_number":78,"box":{"x":118,"y":631,"width":101,"height":10}},{"id":"1f8c1049-dff7-471c-bb5c-8b6c413fef13","block_type":"box","text":"management","page_number":78,"box":{"x":118,"y":647,"width":94,"height":11}},{"id":"17afa59d-c7af-4ddd-8f64-05fea9dffc84","block_type":"box","text":"expenses not included in","page_number":78,"box":{"x":118,"y":661,"width":173,"height":13}},{"id":"8e2c223b-8cf6-451a-a6a2-c52ecbde6126","block_type":"box","text":"securities lending","page_number":78,"box":{"x":118,"y":676,"width":121,"height":13}},{"id":"70b27a22-19b9-43ff-9744-df6aeecdf6c0","block_type":"box","text":"income paid to BTC","page_number":78,"box":{"x":118,"y":691,"width":136,"height":13}},{"id":"4c3e32b7-7cca-4861-a562-1c7849d01777","block_type":"box","text":"7,174","page_number":78,"box":{"x":932,"y":629,"width":34,"height":11}},{"id":"22ad8c02-3406-4108-a456-4beeb60b16c9","block_type":"box","text":"Administrative fees not","page_number":78,"box":{"x":117,"y":709,"width":163,"height":10}},{"id":"f10a3c5a-b706-4132-8e7c-be2c5f628095","block_type":"box","text":"included in securities","page_number":78,"box":{"x":118,"y":724,"width":147,"height":10}},{"id":"65747d76-532d-4424-9e76-3b4e113491ab","block_type":"box","text":"lending income paid","page_number":78,"box":{"x":118,"y":739,"width":141,"height":13}},{"id":"811be2fa-9042-4cb3-8289-6c6ce41b2382","block_type":"box","text":"to BTC","page_number":78,"box":{"x":117,"y":755,"width":46,"height":9}},{"id":"7c336057-b4c6-436c-94dd-bcfa56e9c64d","block_type":"box","text":"0","page_number":78,"box":{"x":958,"y":707,"width":8,"height":9}},{"id":"39886c22-59ef-41b8-988a-e68af0b782c8","block_type":"box","text":"Indemnification fees not","page_number":78,"box":{"x":119,"y":772,"width":169,"height":10}},{"id":"07b8e468-c7b0-4756-89c2-40d910b84850","block_type":"box","text":"included","page_number":78,"box":{"x":118,"y":787,"width":59,"height":10}},{"id":"abedced1-6d16-467e-8609-6f2aa5fb896c","block_type":"box","text":"in securities lending","page_number":78,"box":{"x":118,"y":802,"width":138,"height":13}},{"id":"c7aa5256-2ce3-435a-a910-126d70cfbce1","block_type":"box","text":"income paid","page_number":78,"box":{"x":118,"y":817,"width":85,"height":13}},{"id":"7252e1ce-4ff4-4eea-b7e5-d9d3038a3bf2","block_type":"box","text":"to 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BFA Entities make payments for Intermediaries’ participation in","page_number":79,"box":{"x":89,"y":371,"width":816,"height":12}},{"id":"189cccc0-70e7-4c74-a7bf-90e6963fd944","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":79,"box":{"x":89,"y":386,"width":785,"height":12}},{"id":"cba3b1bc-670a-4aa2-9499-b57a7cc49d65","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":79,"box":{"x":89,"y":401,"width":834,"height":12}},{"id":"2acb177d-be07-482c-9498-66b139d15907","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":79,"box":{"x":89,"y":416,"width":836,"height":13}},{"id":"ea02db61-df3d-4ab8-86a6-e7d838440848","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":79,"box":{"x":88,"y":431,"width":841,"height":13}},{"id":"96ec3ff5-5bc4-43d9-808f-beac84534d66","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":79,"box":{"x":89,"y":446,"width":841,"height":13}},{"id":"dad66d75-8630-4b5a-a7ff-e0be53ea5c02","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":79,"box":{"x":89,"y":462,"width":843,"height":12}},{"id":"85671338-4fb7-41b0-8a3b-3c9c8b1551ed","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":79,"box":{"x":89,"y":477,"width":856,"height":12}},{"id":"7de2dd66-b240-4f06-9e27-8f9c3d08d317","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":79,"box":{"x":89,"y":492,"width":846,"height":12}},{"id":"c922f4c1-6fd4-4a77-b9b5-7f3cbc5be506","block_type":"box","text":"promote 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":79,"box":{"x":89,"y":654,"width":827,"height":13}},{"id":"096f219d-1d3f-4e53-ba8d-248833af8bd5","block_type":"box","text":"promote the Fund or other Products over other investments. The same conflicts of interest and financial incentives exist with","page_number":79,"box":{"x":89,"y":669,"width":874,"height":13}},{"id":"f16258a5-159f-4a72-ab41-cba5090445a2","block_type":"box","text":"respect to your salesperson or other investment professional if he or she receives similar payments from his or her","page_number":79,"box":{"x":89,"y":685,"width":798,"height":12}},{"id":"cbdc3481-ac1e-4e01-a6d9-fdb831dd7523","block_type":"box","text":"Intermediary firm.","page_number":79,"box":{"x":89,"y":700,"width":125,"height":12}},{"id":"8b711234-9bcb-4eb1-8669-6649e8ee02bf","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":79,"box":{"x":89,"y":726,"width":802,"height":12}},{"id":"cc3055ad-4a2b-4b15-898b-4e524793e4bc","block_type":"box","text":"interactive or digital content that is made available through the www.blackrock.com website at no additional cost to","page_number":79,"box":{"x":89,"y":741,"width":812,"height":13}},{"id":"a475d45d-63a4-4753-a5c2-9539044042ab","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":79,"box":{"x":89,"y":756,"width":868,"height":13}},{"id":"8ca3c6d9-afc4-4cf0-923f-d46be90c2dc1","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":79,"box":{"x":89,"y":771,"width":581,"height":13}},{"id":"6ff203ac-e6d6-41c9-bb56-7c2bb60d67c9","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":79,"box":{"x":88,"y":798,"width":862,"height":12}},{"id":"15328b74-3a43-4335-b0f6-c60b54d1ea8d","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":79,"box":{"x":89,"y":813,"width":795,"height":12}},{"id":"428be355-c1af-4408-98bd-34bdd35ec670","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":79,"box":{"x":89,"y":828,"width":847,"height":12}},{"id":"6453232d-4b8b-4ef6-98c3-e1983e403c5c","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":79,"box":{"x":89,"y":843,"width":824,"height":13}},{"id":"6e5be50b-26b6-43bd-906f-3ffd86d70fb0","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":79,"box":{"x":89,"y":858,"width":826,"height":13}},{"id":"25b0a1cf-9ce2-4639-bd1c-4fb098da7f10","block_type":"box","text":"62","page_number":79,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"331a7a17-cbc5-45ac-99ab-a2ac147cf228","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":80,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"783a81cf-16f9-428a-8972-62d076afb051","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":80,"box":{"x":89,"y":59,"width":838,"height":12}},{"id":"5184d61c-8575-4c62-8dfe-2422646529f4","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":80,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"fa208c77-68cc-4ac1-b3f2-a613978b200c","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":80,"box":{"x":89,"y":89,"width":831,"height":13}},{"id":"465c88bc-29d5-4b70-a360-e10906d7d1f7","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":80,"box":{"x":89,"y":104,"width":840,"height":13}},{"id":"6fea46fa-fce8-4155-8ec5-8a3c91e4faa4","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":80,"box":{"x":89,"y":119,"width":856,"height":13}},{"id":"2622fb6d-1255-4ccc-8184-83b646035755","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":80,"box":{"x":88,"y":135,"width":529,"height":12}},{"id":"5344a716-caed-473e-a7cb-aa13a36caeec","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":80,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"8e77cd17-807c-40d0-9028-1b11a5103aa4","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":80,"box":{"x":88,"y":176,"width":824,"height":13}},{"id":"7de84021-d3ea-435d-9c16-c756f94f53b3","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":80,"box":{"x":89,"y":191,"width":868,"height":13}},{"id":"ef4af3e8-cf62-4530-ac90-a418c8092bb9","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":80,"box":{"x":89,"y":206,"width":844,"height":13}},{"id":"71bbea3d-dc99-4311-b425-6ff647271b41","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":80,"box":{"x":89,"y":222,"width":871,"height":12}},{"id":"e72fe1ba-628f-4f38-8468-043f15bf174d","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":80,"box":{"x":88,"y":237,"width":850,"height":12}},{"id":"8d185527-f269-498d-b9dc-f9188b99e74a","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":80,"box":{"x":89,"y":252,"width":863,"height":12}},{"id":"c144c0e1-f361-475e-aa1f-1a988710219c","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":80,"box":{"x":89,"y":267,"width":864,"height":12}},{"id":"3186e574-bd45-4409-9399-c3df2c554102","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":80,"box":{"x":89,"y":282,"width":861,"height":12}},{"id":"2b8a19c6-d38d-48f7-9ab6-6370098acc83","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":80,"box":{"x":89,"y":297,"width":807,"height":12}},{"id":"4893885d-06fe-44d6-b38e-175dc9ec670f","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":80,"box":{"x":89,"y":312,"width":871,"height":13}},{"id":"62956655-d915-4587-a511-b9d4f0def0c3","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":80,"box":{"x":89,"y":327,"width":875,"height":13}},{"id":"21223b20-fb75-42d6-bb7b-c75d4923a759","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":80,"box":{"x":89,"y":342,"width":851,"height":13}},{"id":"ae112d43-f8cc-47c1-8f29-91f08d9ba665","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":80,"box":{"x":89,"y":358,"width":855,"height":12}},{"id":"01524f95-9e48-4391-b1b0-ee5149a7cab7","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":80,"box":{"x":88,"y":373,"width":821,"height":12}},{"id":"bd2663ca-5637-4866-86b2-9970bb0d0efb","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":80,"box":{"x":89,"y":388,"width":780,"height":12}},{"id":"afd02ee9-2d17-4f22-be71-659d42e1996a","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":80,"box":{"x":89,"y":403,"width":839,"height":12}},{"id":"53bcc5ab-758a-4837-b619-24b086a4b910","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":80,"box":{"x":89,"y":418,"width":821,"height":12}},{"id":"fd11efaf-a18b-4bf9-b50a-58a94fb79198","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":80,"box":{"x":89,"y":433,"width":847,"height":13}},{"id":"715b503d-c739-4554-ad0c-c96bdf0c3895","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":80,"box":{"x":89,"y":448,"width":858,"height":13}},{"id":"716ab1a4-5855-4b7c-b339-bf9cca1c16c9","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":80,"box":{"x":89,"y":463,"width":877,"height":13}},{"id":"ebbc2549-2859-4cfc-b557-8d9440937f62","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":80,"box":{"x":89,"y":479,"width":862,"height":12}},{"id":"08102b24-2d0b-40cc-aa39-59266cf9722d","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":80,"box":{"x":88,"y":494,"width":878,"height":12}},{"id":"073c2941-514d-4b30-a347-ca0140ef6bd4","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":80,"box":{"x":88,"y":509,"width":842,"height":12}},{"id":"8ee10453-085e-4bab-9df2-0a4c209feb97","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":80,"box":{"x":89,"y":524,"width":637,"height":12}},{"id":"e63b4f69-f589-49ea-aa6e-58c4ab9bac1f","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":80,"box":{"x":89,"y":550,"width":861,"height":13}},{"id":"cbe9a0cc-c648-46b7-9760-7a670ff04b2e","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":80,"box":{"x":89,"y":565,"width":870,"height":13}},{"id":"706c1c18-7a47-4e63-977e-bdd9e14b37e8","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":80,"box":{"x":89,"y":581,"width":826,"height":12}},{"id":"78f5e260-a59a-4fcd-b41f-a42b4424dcaf","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":80,"box":{"x":89,"y":596,"width":821,"height":12}},{"id":"df67110c-fc76-4ee8-af0b-bae9afbe2dfc","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":80,"box":{"x":89,"y":611,"width":805,"height":12}},{"id":"75f3afd0-751c-44e4-96af-f9769894fa3f","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":80,"box":{"x":89,"y":626,"width":862,"height":12}},{"id":"e07b139f-a6a2-418a-ae97-757fe7ecebf5","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":80,"box":{"x":88,"y":641,"width":835,"height":12}},{"id":"78374528-b934-4bec-a794-f852d62873b8","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":80,"box":{"x":89,"y":656,"width":823,"height":13}},{"id":"db8539f0-1f7b-4622-a393-50ebaee554c4","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":80,"box":{"x":89,"y":671,"width":578,"height":13}},{"id":"e457009c-25f0-4e33-be69-bb54a07c77a5","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":80,"box":{"x":88,"y":698,"width":864,"height":12}},{"id":"9f182b98-1225-448e-9ac2-892e27e2a125","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":80,"box":{"x":89,"y":713,"width":814,"height":12}},{"id":"ca76330a-6418-4c81-b5e3-eae175e5f3cc","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":80,"box":{"x":89,"y":728,"width":859,"height":12}},{"id":"bfc78304-e4d2-4609-baaa-18e6d4f4d0c0","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":80,"box":{"x":88,"y":743,"width":865,"height":12}},{"id":"a5ae499e-013b-4244-b532-f9c06bf63ddd","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":80,"box":{"x":88,"y":758,"width":847,"height":13}},{"id":"f09772d0-244e-41d5-9457-0584292debb8","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":80,"box":{"x":89,"y":773,"width":851,"height":13}},{"id":"febe791a-81ce-442b-bb34-577ba395ca8e","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":80,"box":{"x":89,"y":788,"width":722,"height":13}},{"id":"bd5ca4c1-7ba6-4264-9bc4-d7b937bb4721","block_type":"box","text":"63","page_number":80,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"6c3fc2c9-d10f-4490-a58d-e22069f511e3","block_type":"box","text":"Determination of Net Asset Value","page_number":81,"box":{"x":91,"y":44,"width":558,"height":24}},{"id":"814eaccc-3393-4673-b198-c90225eeaf0c","block_type":"box","text":"Valuation of Shares.","page_number":81,"box":{"x":88,"y":85,"width":144,"height":10}},{"id":"dfe78d0e-057c-4ef5-a427-467467f8dbc8","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":81,"box":{"x":237,"y":85,"width":706,"height":13}},{"id":"728b6da5-2e69-42ce-961e-e43bec6502c9","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":81,"box":{"x":88,"y":101,"width":877,"height":12}},{"id":"985e6c2c-3bdd-475d-ab4c-b3cf51d35eb2","block_type":"box","text":"by the Fund is as follows:","page_number":81,"box":{"x":89,"y":116,"width":174,"height":12}},{"id":"06bf8189-4e8a-4a1a-a20b-04bb105dc8d9","block_type":"box","text":"Equity Investments.","page_number":81,"box":{"x":89,"y":143,"width":139,"height":11}},{"id":"f7f8a487-3fcb-4576-865f-e57e5ca22af9","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":81,"box":{"x":235,"y":142,"width":429,"height":12}},{"id":"aa854600-0daf-4c10-8412-8b3fdc5a1850","block_type":"box","text":"e.g.","page_number":81,"box":{"x":665,"y":145,"width":23,"height":9}},{"id":"4b38d9e0-ace6-4acb-aa2a-a8d94f17cec2","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":81,"box":{"x":690,"y":142,"width":277,"height":12}},{"id":"d3bcd67c-e6d2-4fc5-9b53-487792a8f580","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":81,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"9ce89303-6cad-462e-955b-4562b050cbdf","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":81,"box":{"x":89,"y":172,"width":869,"height":13}},{"id":"f91b7499-22b7-402f-aeb2-794d73129eaf","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":81,"box":{"x":89,"y":188,"width":874,"height":12}},{"id":"dfb2d084-4ddb-4d0f-908f-c82d38728e75","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":81,"box":{"x":89,"y":203,"width":841,"height":12}},{"id":"37d4caea-4aa7-4f64-a380-ef853a4ab43f","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":81,"box":{"x":89,"y":218,"width":872,"height":12}},{"id":"8c6c0bdd-ac40-4627-8657-be6ed552bda5","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":81,"box":{"x":88,"y":233,"width":853,"height":12}},{"id":"084a395a-5d6c-4ae3-8ff8-d754daf5d12e","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":81,"box":{"x":88,"y":248,"width":863,"height":12}},{"id":"8c323645-3b34-42aa-af6d-365bb7d78d16","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":81,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"0b96215c-bfef-4e23-b01b-02cf3dc331f2","block_type":"box","text":"below).","page_number":81,"box":{"x":89,"y":278,"width":50,"height":13}},{"id":"a881f7c9-127d-4389-9936-e87d5b7c8b1a","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":81,"box":{"x":89,"y":305,"width":337,"height":12}},{"id":"ff29b84a-f9da-4472-9ea8-e7c7ad6eb2f6","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":81,"box":{"x":432,"y":305,"width":518,"height":12}},{"id":"33535542-c072-4bb6-ba73-0328436014fd","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":81,"box":{"x":89,"y":320,"width":874,"height":12}},{"id":"b368cda9-8c93-4065-b4df-70a2ca06e13b","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":81,"box":{"x":89,"y":335,"width":868,"height":12}},{"id":"34ce6750-5d94-42e4-93a7-ae52a92248af","block_type":"box","text":"price available for such exchange traded equity option held by the Fund on a day on which the Fund values such option, the","page_number":81,"box":{"x":89,"y":350,"width":865,"height":12}},{"id":"9857bc73-c0dd-4909-9fa0-a7a97f64c810","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":81,"box":{"x":89,"y":365,"width":848,"height":12}},{"id":"b99fc6c3-ea15-46b2-8c53-03ef564b59ff","block_type":"box","text":"price is available on a day on which the Fund values such option, the prior day’s price will be used, unless BFA determines","page_number":81,"box":{"x":89,"y":380,"width":849,"height":13}},{"id":"d5565598-d104-4a72-a5c1-3460bb63d486","block_type":"box","text":"that 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","page_number":81,"box":{"x":88,"y":395,"width":854,"height":13}},{"id":"b3c0e9a4-001b-488d-8d3f-abd1dacc22eb","block_type":"box","text":"Value Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives, may be","page_number":81,"box":{"x":88,"y":410,"width":845,"height":13}},{"id":"e2c8c6de-5bfc-44e0-907f-d973d35782f7","block_type":"box","text":"valued using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":81,"box":{"x":88,"y":426,"width":873,"height":12}},{"id":"e3ba77d9-65b6-4bc8-a013-2b5723bed101","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":81,"box":{"x":89,"y":441,"width":830,"height":12}},{"id":"6de71982-1f8e-4f6b-9f66-2bf1c5d4ee90","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":81,"box":{"x":89,"y":456,"width":872,"height":12}},{"id":"af457772-56bc-4a45-b27b-4e99d350a0bd","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":81,"box":{"x":89,"y":471,"width":454,"height":12}},{"id":"f13fdab6-8615-4863-b1bf-05a802ba19ee","block_type":"box","text":"Underlying Funds.","page_number":81,"box":{"x":89,"y":497,"width":130,"height":13}},{"id":"f8163864-34ba-451f-b9af-ddffab197662","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":81,"box":{"x":224,"y":497,"width":694,"height":13}},{"id":"e9c2dde1-a14c-4d11-a5b7-3778eef86ffd","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":81,"box":{"x":89,"y":513,"width":759,"height":12}},{"id":"0d50c893-d9da-43b0-bc36-c6e0659f3942","block_type":"box","text":"General Valuation Information.","page_number":81,"box":{"x":89,"y":539,"width":222,"height":10}},{"id":"022ebffe-f4c3-4466-a015-2e73b94bb461","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":81,"box":{"x":317,"y":539,"width":612,"height":12}},{"id":"b95c5d22-de16-4c79-9535-721805233016","block_type":"box","text":"makers to value the Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":81,"box":{"x":89,"y":554,"width":865,"height":10}},{"id":"58eb67ff-fdda-4791-86e2-9def1478f017","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":81,"box":{"x":88,"y":569,"width":853,"height":13}},{"id":"3449d45e-bc5d-48f2-9f01-4ae7654807a2","block_type":"box","text":"which the Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":81,"box":{"x":88,"y":584,"width":828,"height":13}},{"id":"8afbeeaa-05f7-47a8-b865-5705e28e0514","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":81,"box":{"x":89,"y":599,"width":700,"height":13}},{"id":"e2b08931-2085-4fbb-afae-c7ddd8dc7b17","block_type":"box","text":"The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":81,"box":{"x":88,"y":626,"width":870,"height":12}},{"id":"69b3e134-79ff-448c-a2c0-0a9c443c3449","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":81,"box":{"x":88,"y":641,"width":795,"height":12}},{"id":"25ebf69f-5e9b-412e-bf27-5a15ba1ed441","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":81,"box":{"x":89,"y":656,"width":820,"height":13}},{"id":"0e17c0c2-1ed1-4b34-80d4-115776d99b33","block_type":"box","text":"investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lesser","page_number":81,"box":{"x":89,"y":671,"width":875,"height":13}},{"id":"a7e02859-f49a-4d50-b3f4-45abccadaa06","block_type":"box","text":"than expected gain upon the sale of the investment. The Fund’s ability to value its investment may also be impacted by","page_number":81,"box":{"x":88,"y":686,"width":833,"height":13}},{"id":"d5319435-1f0b-495d-8237-e6b0720eff93","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":81,"box":{"x":88,"y":702,"width":639,"height":12}},{"id":"a7c6b8fc-c845-4367-acf9-a3a1b92e06ed","block_type":"box","text":"All cash, receivables and current payables are carried on the Fund’s books at their fair value.","page_number":81,"box":{"x":88,"y":728,"width":641,"height":12}},{"id":"078b4c8b-afba-4884-95f8-494d96bbebc1","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":81,"box":{"x":89,"y":754,"width":871,"height":13}},{"id":"6cbd7024-beb1-45f9-82ee-d2c5ff04599c","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":81,"box":{"x":88,"y":770,"width":823,"height":12}},{"id":"196c548b-ed20-47a7-8660-278909870906","block_type":"box","text":"accordance with a method approved by BFA, the Fund’s valuation designee, as reflecting fair value. All other assets and","page_number":81,"box":{"x":89,"y":785,"width":832,"height":12}},{"id":"536eb052-8521-49bc-96e6-9bdf1fec5d76","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by the Fund (including restricted","page_number":81,"box":{"x":89,"y":800,"width":851,"height":12}},{"id":"de916f5e-d74a-41d9-a534-df3a298d0ecd","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":81,"box":{"x":89,"y":815,"width":862,"height":12}},{"id":"48cb728e-72f6-48fa-a58e-9b0c3174e531","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":81,"box":{"x":89,"y":830,"width":805,"height":12}},{"id":"64eb03d9-0a11-478e-86f8-7716fcc52111","block_type":"box","text":"64","page_number":81,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"047629c7-01ba-4c28-a24c-4aeb2caeb080","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":82,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"7ead53b5-718a-4b67-9a32-35e8ed6ec415","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":82,"box":{"x":88,"y":59,"width":857,"height":12}},{"id":"dbcfad23-b5a5-4f6d-ba9a-667366af13b6","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":82,"box":{"x":89,"y":74,"width":413,"height":12}},{"id":"d522e21c-be0f-4e0b-8976-51e8faa74e73","block_type":"box","text":"Fair Value.","page_number":82,"box":{"x":89,"y":101,"width":73,"height":9}},{"id":"e22e71b4-581c-4f1f-a650-003bec71861f","block_type":"box","text":"When market quotations are not readily available or are believed by BFA to be unreliable, the Fund’s investments","page_number":82,"box":{"x":167,"y":101,"width":785,"height":12}},{"id":"79f4c508-c49e-4314-8426-3ec2fc8bb456","block_type":"box","text":"are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation","page_number":82,"box":{"x":89,"y":116,"width":792,"height":12}},{"id":"e722e652-1983-49d3-ae6b-f9bc618a30c3","block_type":"box","text":"Procedures. Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the","page_number":82,"box":{"x":89,"y":131,"width":838,"height":12}},{"id":"42aa2559-0156-4e74-8d9c-7bf6f25da33c","block_type":"box","text":"valuation designee for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a","page_number":82,"box":{"x":88,"y":146,"width":853,"height":12}},{"id":"cdfeef12-663b-4292-b873-73c462c22420","block_type":"box","text":"market quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not","page_number":82,"box":{"x":89,"y":161,"width":860,"height":12}},{"id":"00d2680f-30b6-49e6-9afd-b9f9760a75c8","block_type":"box","text":"have a price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other","page_number":82,"box":{"x":89,"y":176,"width":834,"height":13}},{"id":"1ce76794-9119-4608-8961-7624d5970d44","block_type":"box","text":"source is unreliable (","page_number":82,"box":{"x":89,"y":191,"width":143,"height":13}},{"id":"4d110a77-33e3-4017-905c-2b4c5e05e929","block_type":"box","text":"e.g.","page_number":82,"box":{"x":233,"y":194,"width":23,"height":10}},{"id":"9ad89573-0719-4fef-a3a6-77d734ae4eaa","block_type":"box","text":", where it varies significantly from a recent trade, or no longer reflects the fair value of the security or","page_number":82,"box":{"x":258,"y":191,"width":704,"height":13}},{"id":"87751c61-8021-481c-a732-af47e1fc4dcd","block_type":"box","text":"other asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is","page_number":82,"box":{"x":89,"y":206,"width":846,"height":13}},{"id":"77dde8f4-1a0d-4647-8f09-60433cd0563c","block_type":"box","text":"only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this","page_number":82,"box":{"x":89,"y":222,"width":855,"height":12}},{"id":"cf11239e-e2a6-4d6a-b4fe-66e68bfe3e55","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":82,"box":{"x":89,"y":237,"width":860,"height":12}},{"id":"45da1b49-017b-4ecd-ae6e-23ad2ab09cd8","block_type":"box","text":"occurred after the close of trading for an asset or liability but prior to or at the time of pricing the Fund’s assets or liabilities, is","page_number":82,"box":{"x":89,"y":252,"width":877,"height":12}},{"id":"a6cb54ff-c1c4-4e7c-b0f3-0eca3d8830e2","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":82,"box":{"x":89,"y":267,"width":864,"height":12}},{"id":"1c555d4a-a895-42e3-88b0-f79f08af376b","block_type":"box","text":"liabilities of, the Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or","page_number":82,"box":{"x":89,"y":282,"width":878,"height":12}},{"id":"b007e0da-52ed-475e-8c2f-a6924c830f5d","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":82,"box":{"x":89,"y":297,"width":858,"height":12}},{"id":"e7f2c703-a970-4a1d-b5dc-b96e024acb32","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":82,"box":{"x":89,"y":312,"width":829,"height":13}},{"id":"f032771a-fe93-4a72-93e6-1a6a9cb676b8","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":82,"box":{"x":89,"y":327,"width":573,"height":13}},{"id":"a8bd76b4-d552-4f83-9e97-e280aecdddc4","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":82,"box":{"x":89,"y":354,"width":874,"height":12}},{"id":"43596605-51aa-405b-8100-8de144690b65","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":82,"box":{"x":89,"y":369,"width":787,"height":12}},{"id":"3ed4381e-4174-46ba-8760-f97a59650d9c","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":82,"box":{"x":89,"y":384,"width":867,"height":12}},{"id":"a5b53d86-d7cb-449d-ae49-e63c6f816443","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":82,"box":{"x":89,"y":399,"width":559,"height":13}},{"id":"ac489e61-c0a7-4627-a56f-9978a3a79216","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":82,"box":{"x":89,"y":426,"width":843,"height":12}},{"id":"d93c1121-f976-47bb-b86f-294496e16108","block_type":"box","text":"inputs used in the fair valuation of Fund assets or liabilities. In addition, the Fund’s accounting agent assists BFA by","page_number":82,"box":{"x":89,"y":441,"width":804,"height":12}},{"id":"be1352bf-20ec-47bd-bb6c-3aad9f3eea8f","block_type":"box","text":"periodically endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker","page_number":82,"box":{"x":89,"y":456,"width":845,"height":12}},{"id":"eb4aa3b5-3ecc-4195-a9d4-6086f3117658","block_type":"box","text":"dealers. BFA regularly evaluates the values assigned to the securities and other assets and liabilities of the Fund.","page_number":82,"box":{"x":89,"y":471,"width":780,"height":12}},{"id":"d29632e3-8809-4431-acf4-81417e97f662","block_type":"box","text":"When determining the price for a Fair Value Asset, BFA will seek to determine the price that the Fund might reasonably","page_number":82,"box":{"x":88,"y":497,"width":832,"height":13}},{"id":"5d785dac-e2b1-42ab-8264-c3c31e31cccd","block_type":"box","text":"expect to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset","page_number":82,"box":{"x":89,"y":513,"width":869,"height":12}},{"id":"9303e748-a5e6-4c92-a801-076579fa7732","block_type":"box","text":"or liability is being valued, and does not seek to determine the price the Fund might reasonably expect to receive for selling","page_number":82,"box":{"x":89,"y":528,"width":859,"height":12}},{"id":"d673ba77-3bce-4158-8af8-565c4f02b1f7","block_type":"box","text":"an asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations will be based upon all","page_number":82,"box":{"x":89,"y":543,"width":878,"height":12}},{"id":"8296979a-0658-427e-a0d5-735bba8f69b5","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":82,"box":{"x":89,"y":558,"width":877,"height":12}},{"id":"e2afdc30-b984-42e0-91da-10517258836f","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":82,"box":{"x":89,"y":573,"width":397,"height":12}},{"id":"b99eb323-d300-4489-9e12-5cd0a550573b","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":82,"box":{"x":89,"y":599,"width":848,"height":13}},{"id":"2e3a25fe-9eb2-4804-bb4b-640615ab0290","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":82,"box":{"x":89,"y":615,"width":865,"height":12}},{"id":"b959bf1f-7f0b-4d8b-8346-51e5e6ef5de5","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":82,"box":{"x":89,"y":630,"width":878,"height":12}},{"id":"d4eda8c3-17cd-47b7-ad45-744f5bd45701","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":82,"box":{"x":89,"y":645,"width":795,"height":12}},{"id":"40342566-2b86-49ce-891e-426caf2bb20f","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":82,"box":{"x":88,"y":660,"width":839,"height":12}},{"id":"51e20c8b-d006-4443-873f-6fe22140938a","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":82,"box":{"x":89,"y":675,"width":801,"height":12}},{"id":"b7a142af-c512-487f-90e9-a859d17ac850","block_type":"box","text":"investment.","page_number":82,"box":{"x":89,"y":691,"width":80,"height":9}},{"id":"94c8fb6f-87d9-4040-930c-80ecd96cae15","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":82,"box":{"x":88,"y":717,"width":865,"height":12}},{"id":"31a789a0-149b-4813-94a2-962c94552be9","block_type":"box","text":"have been sold during the period in which the particular fair values were used in determining the Fund’s NAV. As a result, the","page_number":82,"box":{"x":89,"y":732,"width":872,"height":12}},{"id":"6becb395-2d91-4c00-843a-d6342425dfdd","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":82,"box":{"x":89,"y":747,"width":850,"height":12}},{"id":"f2f421ea-9551-4fe8-ac8c-6dacdc153889","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":82,"box":{"x":89,"y":762,"width":540,"height":12}},{"id":"6edfc684-8f3f-4521-8fb2-4a80c67001d7","block_type":"box","text":"The Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":82,"box":{"x":88,"y":788,"width":837,"height":13}},{"id":"916e5704-373d-4e08-a65e-c8a9c8b2cbb7","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":82,"box":{"x":89,"y":804,"width":795,"height":12}},{"id":"3b49219e-4292-4c34-b610-66b2d7cda2da","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":82,"box":{"x":88,"y":819,"width":838,"height":12}},{"id":"2f1794ca-dd90-4d33-877b-ff795aecd334","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":82,"box":{"x":89,"y":834,"width":835,"height":12}},{"id":"275f515f-71e1-4027-8e74-73a117daf0ef","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":82,"box":{"x":89,"y":849,"width":499,"height":12}},{"id":"80eb0fca-4a22-49df-bc92-31a1f15ea6ad","block_type":"box","text":"65","page_number":82,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ee00e160-17d7-4344-a003-1e0a0664adfe","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":83,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"c6c5914c-e82d-477d-aee9-72e0646c2a46","block_type":"box","text":"changes may adversely affect the Fund. For example, the evolution of rules governing the determination of the fair market","page_number":83,"box":{"x":89,"y":59,"width":853,"height":12}},{"id":"4332888d-5b7e-4edc-9dcd-d412090999f6","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":83,"box":{"x":88,"y":74,"width":863,"height":12}},{"id":"ec6d9e68-8e3b-4ad0-ba2f-54b2ecee4846","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":83,"box":{"x":88,"y":89,"width":863,"height":13}},{"id":"09ba6148-7a34-4ee6-ba34-14c75767460e","block_type":"box","text":"assets or affect their liquidity due to the Fund’s inability to obtain a third-party determination of fair market value.","page_number":83,"box":{"x":89,"y":104,"width":793,"height":13}},{"id":"0525d7b4-faba-4bb2-8eda-aebe135977e5","block_type":"box","text":"Brokerage Transactions","page_number":83,"box":{"x":91,"y":135,"width":390,"height":30}},{"id":"634bc910-4337-459a-bae7-be0ad8b90736","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":83,"box":{"x":88,"y":176,"width":877,"height":13}},{"id":"ea23fb53-c355-4665-8f65-93b4810bdce1","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":83,"box":{"x":89,"y":191,"width":835,"height":13}},{"id":"fe173d05-3606-4e98-9cd4-9003a48f1c63","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":83,"box":{"x":89,"y":206,"width":817,"height":13}},{"id":"b2fde21b-3794-41f7-ac12-d67eddc5081f","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":83,"box":{"x":89,"y":222,"width":877,"height":12}},{"id":"cc68145d-f6ca-4fc4-8506-8f0986742173","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":83,"box":{"x":89,"y":237,"width":875,"height":12}},{"id":"ec9ef79f-88fc-4321-a370-70578d5873ce","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":83,"box":{"x":89,"y":252,"width":805,"height":12}},{"id":"29270b8b-fd9b-49f5-9f82-8d44dc5fb752","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":83,"box":{"x":89,"y":267,"width":851,"height":12}},{"id":"91e14f82-5bdd-47ab-a8b8-879f2f84f320","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":83,"box":{"x":89,"y":282,"width":873,"height":12}},{"id":"725d7e27-d91f-41f1-8f86-6458b5ef1526","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":83,"box":{"x":89,"y":297,"width":839,"height":12}},{"id":"226d623a-2b01-48bc-977d-a85bbc3fd613","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":83,"box":{"x":89,"y":312,"width":664,"height":13}},{"id":"d4720d85-cfce-4854-ad11-9b13ceee71a6","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":83,"box":{"x":89,"y":339,"width":825,"height":12}},{"id":"15e5df04-1b24-4443-8d38-e5d63aee3a05","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":83,"box":{"x":89,"y":354,"width":832,"height":12}},{"id":"f4f8bdbe-adf7-4504-9554-48279ff9af53","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":83,"box":{"x":89,"y":369,"width":792,"height":12}},{"id":"41edc54a-991d-4ce5-9f0c-f55491d21962","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":83,"box":{"x":88,"y":384,"width":865,"height":12}},{"id":"485ee913-dc9e-45c1-ba3d-b3f9973c5465","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":83,"box":{"x":89,"y":399,"width":860,"height":13}},{"id":"029e341d-cde8-48bb-8578-2138f5d47d3a","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":83,"box":{"x":88,"y":414,"width":820,"height":13}},{"id":"e0bd90ab-4517-4a26-9b6e-0cf5428941c9","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":83,"box":{"x":89,"y":429,"width":877,"height":13}},{"id":"cedf8991-31a3-4aca-b689-ba9fac3c8878","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":83,"box":{"x":89,"y":445,"width":832,"height":12}},{"id":"37c44c3b-49e2-4950-9d81-785480901779","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":83,"box":{"x":89,"y":460,"width":856,"height":12}},{"id":"06eca430-f4c9-4ec3-898f-46003134d6b4","block_type":"box","text":"securities, or other circumstances.","page_number":83,"box":{"x":89,"y":475,"width":239,"height":11}},{"id":"ab1fdcb2-1c8c-49f9-a021-dd9189e02dfb","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":83,"box":{"x":88,"y":501,"width":863,"height":13}},{"id":"8949b6cd-c7f3-47ab-a423-a49a18108f57","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":83,"box":{"x":89,"y":516,"width":844,"height":13}},{"id":"8cb326d5-15ca-46f5-8697-607bd56e3bc2","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":83,"box":{"x":89,"y":531,"width":871,"height":13}},{"id":"ee203aa1-b18f-4432-9953-c7c2714fdbc9","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":83,"box":{"x":89,"y":547,"width":839,"height":12}},{"id":"f9fbae34-dd93-41f1-bfe4-a7ff067cce57","block_type":"box","text":"under certain conditions.","page_number":83,"box":{"x":89,"y":562,"width":174,"height":9}},{"id":"bb8b06d1-763d-46f1-80cc-9cde29360758","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":83,"box":{"x":89,"y":588,"width":849,"height":12}},{"id":"72b031df-047a-440a-9fef-5fcd2a04c8fd","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":83,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"65469bd5-7779-4737-ab1b-94f64da1d45c","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":83,"box":{"x":89,"y":618,"width":831,"height":13}},{"id":"ea5fdb1b-b243-4f62-b276-d602fef6aa09","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":83,"box":{"x":89,"y":633,"width":807,"height":13}},{"id":"6c593c27-a872-4417-a642-7eeaf6ad7ade","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":83,"box":{"x":88,"y":649,"width":605,"height":12}},{"id":"08c9f3b0-34d7-490f-9b62-94587ff3d29f","block_type":"box","text":"The Fund anticipates that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":83,"box":{"x":88,"y":675,"width":868,"height":12}},{"id":"7f454aa7-22c6-4c9b-82df-cc459123541c","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":83,"box":{"x":88,"y":690,"width":842,"height":13}},{"id":"363cde5d-31f5-4261-9559-626dfba42328","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":83,"box":{"x":89,"y":705,"width":857,"height":13}},{"id":"ce27c175-3668-4762-817e-354d750134d3","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":83,"box":{"x":89,"y":720,"width":865,"height":13}},{"id":"1671a37c-88ef-4ee7-94ad-55c18336c063","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":83,"box":{"x":88,"y":736,"width":330,"height":12}},{"id":"f8c175ee-0fa1-48ab-8c80-660d2f0fb368","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":83,"box":{"x":89,"y":762,"width":842,"height":12}},{"id":"7c820bf8-6202-4e8a-9f16-d9bf2327b51c","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":83,"box":{"x":88,"y":777,"width":861,"height":12}},{"id":"a723e50e-c8f6-4930-b815-344387fb3818","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":83,"box":{"x":89,"y":792,"width":876,"height":13}},{"id":"5128ea3e-42f0-4022-99b4-c4fc0cfcb689","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":83,"box":{"x":89,"y":807,"width":876,"height":13}},{"id":"e61cfbb2-2be3-4771-a052-5a2f7d3c73b8","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":83,"box":{"x":89,"y":822,"width":863,"height":13}},{"id":"6d956893-196f-415b-9550-76a218894dc4","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":83,"box":{"x":89,"y":838,"width":416,"height":12}},{"id":"653e0ebd-5ed9-48e0-a2af-41e59bed3d28","block_type":"box","text":"66","page_number":83,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"99b6fd9b-d00c-4d54-bd6e-9acb52bc789c","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":84,"box":{"x":89,"y":44,"width":805,"height":12}},{"id":"8ab5f82d-455f-4e3a-aa3a-c29d47120e0a","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":84,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"4400ab68-4209-4d62-b7ea-515977dc63b0","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":84,"box":{"x":89,"y":74,"width":827,"height":12}},{"id":"ffb352eb-247f-4ddb-b0bf-27ee24ac181d","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":84,"box":{"x":89,"y":89,"width":873,"height":13}},{"id":"3fdec9bf-3001-43de-81b4-08bb2053a30d","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":84,"box":{"x":89,"y":104,"width":847,"height":13}},{"id":"b69b4b3b-ff35-43e5-93b4-3522f5c372b8","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":84,"box":{"x":89,"y":119,"width":853,"height":13}},{"id":"cddb7b23-d49a-4ee9-84a2-560756f2045d","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":84,"box":{"x":88,"y":135,"width":875,"height":12}},{"id":"f21c33a9-ead9-4825-93e6-ae8010a867a6","block_type":"box","text":"Act.","page_number":84,"box":{"x":88,"y":150,"width":27,"height":9}},{"id":"9d6599e4-9fa9-4eac-bf34-76f4fd677532","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":84,"box":{"x":89,"y":176,"width":855,"height":13}},{"id":"bb8d064a-e96a-4901-8e4a-b6efbb646afe","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":84,"box":{"x":89,"y":191,"width":860,"height":13}},{"id":"45ab709b-6220-4970-89a8-449d5cbae6d8","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":84,"box":{"x":89,"y":206,"width":855,"height":13}},{"id":"f3a990f0-3c2e-4d41-93e1-22a78e24319b","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":84,"box":{"x":89,"y":222,"width":472,"height":12}},{"id":"0ea08349-f6ea-4bbb-9397-4c6b3927eaa2","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":84,"box":{"x":89,"y":248,"width":824,"height":12}},{"id":"78385aef-f880-4f2b-8b41-8346f281a92d","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":84,"box":{"x":89,"y":263,"width":865,"height":12}},{"id":"b28d2b73-2b6d-4631-9ba9-1fb3dc195365","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":84,"box":{"x":89,"y":278,"width":867,"height":13}},{"id":"c27a4aea-1eee-4c5e-a4a9-9f7d705ed33c","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":84,"box":{"x":89,"y":293,"width":364,"height":13}},{"id":"c716e7ea-cd29-4d06-91c0-2872cb51b57d","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":84,"box":{"x":88,"y":320,"width":874,"height":12}},{"id":"659ee6e8-1815-4b43-b5ce-a4563bcc7934","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":84,"box":{"x":88,"y":335,"width":824,"height":12}},{"id":"5acd40d2-50a3-49eb-9de1-8dab37b9e671","block_type":"box","text":"commissions or discounts are paid.","page_number":84,"box":{"x":89,"y":350,"width":246,"height":12}},{"id":"f540287b-5c02-42b3-a987-c3c2794ac31c","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":84,"box":{"x":89,"y":376,"width":840,"height":13}},{"id":"1ba9674f-2d25-4432-92ca-ad00a646282a","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":84,"box":{"x":89,"y":392,"width":835,"height":12}},{"id":"6f1894ae-079d-4f3d-a67a-dd925ec9d358","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":84,"box":{"x":89,"y":407,"width":854,"height":12}},{"id":"03911238-f200-482c-b1a9-7c85e7bc2b88","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":84,"box":{"x":89,"y":422,"width":854,"height":12}},{"id":"3cebf916-7e41-4b83-a152-5df238e1c347","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":84,"box":{"x":89,"y":437,"width":842,"height":12}},{"id":"5a8b003c-d755-4a04-90b7-49ec8d8d162c","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":84,"box":{"x":89,"y":452,"width":845,"height":12}},{"id":"26af6220-c4c1-4276-9d26-1ebb00a98461","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":84,"box":{"x":89,"y":467,"width":812,"height":13}},{"id":"5913e14f-e8cb-4fe1-adc6-fffbe738e464","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":84,"box":{"x":89,"y":482,"width":876,"height":13}},{"id":"9ab42b9b-3488-4158-920c-8fbf56609a5c","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":84,"box":{"x":89,"y":497,"width":866,"height":13}},{"id":"efa9fc53-fd36-4de6-9c03-cdad75a30174","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":84,"box":{"x":89,"y":513,"width":842,"height":12}},{"id":"d9017e0f-7170-4edd-9f6a-440fb0356c84","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":84,"box":{"x":89,"y":528,"width":871,"height":12}},{"id":"ff81ed2b-45c5-4867-a492-0905ff5b04dc","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":84,"box":{"x":89,"y":543,"width":817,"height":12}},{"id":"1a95ec1c-dff2-449d-8472-7a2f40584f19","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":84,"box":{"x":89,"y":558,"width":862,"height":12}},{"id":"145b4f28-3ba4-444c-8bda-c87fd942cebf","block_type":"box","text":"in which the Fund may invest.","page_number":84,"box":{"x":89,"y":573,"width":208,"height":12}},{"id":"79854c1c-0cab-4db8-8f80-951b85a6a7cf","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":84,"box":{"x":89,"y":599,"width":862,"height":13}},{"id":"6f8400a0-3e0b-452e-82b9-b94ec14293cf","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":84,"box":{"x":89,"y":615,"width":872,"height":12}},{"id":"af2cf2ea-3258-4825-aa0c-21c57ad8ad8a","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":84,"box":{"x":89,"y":630,"width":823,"height":9}},{"id":"55674943-1a43-4c40-bf5b-ffc5136e5960","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":84,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"d6ccdca0-9542-4354-bfda-87d676af7c72","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":84,"box":{"x":89,"y":660,"width":872,"height":12}},{"id":"13707289-2352-473b-985c-11b435ef918c","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":84,"box":{"x":88,"y":675,"width":855,"height":12}},{"id":"378a010c-bd64-4e40-ad9e-e966eab84b63","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":84,"box":{"x":89,"y":690,"width":859,"height":13}},{"id":"36b852f9-4880-4cf7-a5a4-daa2699f334c","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":84,"box":{"x":89,"y":705,"width":863,"height":13}},{"id":"e6a3b8b3-c187-44e8-889f-e39ae5430a65","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":84,"box":{"x":89,"y":720,"width":870,"height":13}},{"id":"528c6c60-9ed5-4ec5-b352-3190152bacc4","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":84,"box":{"x":89,"y":736,"width":856,"height":12}},{"id":"2f7d4cf1-3921-4f32-8caf-5cb76b56cbf4","block_type":"box","text":"pro rata","page_number":84,"box":{"x":87,"y":752,"width":56,"height":11}},{"id":"74f73bae-5ea2-4d07-8387-17e7308b95f9","block_type":"box","text":"basis. This","page_number":84,"box":{"x":149,"y":751,"width":71,"height":9}},{"id":"4a06e874-60d3-4a38-9ce9-ea276bf93edf","block_type":"box","text":"pro rata","page_number":84,"box":{"x":224,"y":752,"width":56,"height":11}},{"id":"a7ee6898-78d3-4f95-b0e8-9d49cf94f00a","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":84,"box":{"x":285,"y":751,"width":671,"height":12}},{"id":"68167d1b-6a50-4d1e-9133-c497bf0b4866","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":84,"box":{"x":89,"y":766,"width":822,"height":12}},{"id":"0b012389-1e5f-4e86-9738-77f3ba5417dd","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":84,"box":{"x":89,"y":781,"width":797,"height":12}},{"id":"209d8971-6fc7-427d-8110-776d5d933c97","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":84,"box":{"x":89,"y":796,"width":873,"height":12}},{"id":"c6fa39a7-e669-4ede-baca-a9fafa297673","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":84,"box":{"x":88,"y":811,"width":814,"height":12}},{"id":"fc6feac2-5f09-4d99-bdb8-dea239ca9b72","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":84,"box":{"x":89,"y":826,"width":510,"height":13}},{"id":"9cdb040b-3f98-401c-8d44-9879c4a446a4","block_type":"box","text":"67","page_number":84,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"33722b31-7b45-45ba-aa1e-97354fe91866","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":85,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"1e349ed2-2dba-4c58-a443-782d53d63473","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":85,"box":{"x":89,"y":59,"width":811,"height":12}},{"id":"48bcf6a3-8845-49b4-85fb-074452f97076","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":85,"box":{"x":89,"y":74,"width":850,"height":12}},{"id":"a197e415-0480-4439-a9b2-0666e4efc047","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":85,"box":{"x":88,"y":89,"width":878,"height":13}},{"id":"3eb9cffe-63f0-4216-88db-9ad7d79deb13","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":85,"box":{"x":88,"y":104,"width":860,"height":13}},{"id":"4b7af24f-93de-4999-b415-5dd4409d42ee","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":85,"box":{"x":88,"y":119,"width":865,"height":13}},{"id":"287fb4f2-b36a-4153-b427-50d5b8bb3bba","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":85,"box":{"x":89,"y":135,"width":843,"height":12}},{"id":"e6b8e798-22d5-47ad-abed-68219aa44360","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":85,"box":{"x":89,"y":150,"width":873,"height":12}},{"id":"cd835c05-88df-4e51-8d40-ece630b5a97e","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":85,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"851d0fe9-3b1a-4489-998a-b33c1c4f6cc0","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":85,"box":{"x":88,"y":180,"width":566,"height":12}},{"id":"760e598a-8505-447a-8dae-d72d6ad27b83","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":85,"box":{"x":89,"y":206,"width":831,"height":13}},{"id":"3e9375e7-b3f1-48e4-8837-0ca59438e4f6","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":85,"box":{"x":89,"y":222,"width":869,"height":12}},{"id":"56b7e22a-b710-4024-a335-d95120b4905b","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":85,"box":{"x":89,"y":237,"width":864,"height":12}},{"id":"1747617b-feac-4910-ab06-678b80f3297a","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":85,"box":{"x":89,"y":252,"width":871,"height":12}},{"id":"922221f6-b46c-45d7-affd-10718ed3e914","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":85,"box":{"x":89,"y":267,"width":844,"height":12}},{"id":"4f0ad186-7773-488e-9f4c-fcadff8238bc","block_type":"box","text":"pro","page_number":85,"box":{"x":937,"y":270,"width":23,"height":9}},{"id":"a88fbb33-6e99-497c-8204-f395b88f0c5c","block_type":"box","text":"rata","page_number":85,"box":{"x":88,"y":283,"width":28,"height":9}},{"id":"ba8417b2-940d-4f65-a60b-e2a1f15a5ffe","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":85,"box":{"x":121,"y":282,"width":838,"height":12}},{"id":"c5ee96f6-3cfc-49d3-be30-6751d3324c07","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":85,"box":{"x":88,"y":297,"width":857,"height":12}},{"id":"092c94d1-8118-4ed6-bdb8-98214220ac3f","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":85,"box":{"x":89,"y":312,"width":877,"height":13}},{"id":"c16e0719-00c0-480a-873a-4676b0224a93","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":85,"box":{"x":89,"y":327,"width":870,"height":13}},{"id":"06dbb11f-2338-4cfc-a146-b1d7f926aeaf","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":85,"box":{"x":89,"y":342,"width":868,"height":13}},{"id":"712522ac-59ef-4d67-92c7-f5cd9bdef506","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":85,"box":{"x":88,"y":358,"width":859,"height":12}},{"id":"7b406674-023c-4bc9-944e-8329af71d85e","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":85,"box":{"x":89,"y":373,"width":877,"height":12}},{"id":"d367718b-194b-4294-9339-71ccff3ed108","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":85,"box":{"x":88,"y":388,"width":877,"height":12}},{"id":"2562b3a8-7969-4f47-972a-af4901dea608","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":85,"box":{"x":89,"y":403,"width":757,"height":12}},{"id":"b959b508-15f3-4548-9751-c505b3aa2d76","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":85,"box":{"x":88,"y":429,"width":811,"height":13}},{"id":"4e7226ce-a2e3-430f-9a57-48e57139f7df","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":85,"box":{"x":89,"y":445,"width":867,"height":12}},{"id":"7f410a37-fbd9-4889-8baa-db91c8090c04","block_type":"box","text":"over those periods or the magnitude of changes to the components of the Fund’s Underlying Index:","page_number":85,"box":{"x":89,"y":460,"width":697,"height":12}},{"id":"df188829-52bf-4aec-b20e-a557821509ac","block_type":"box","text":"Fund","page_number":85,"box":{"x":89,"y":532,"width":27,"height":8}},{"id":"d2afc8a8-16c2-49e9-9bdc-1f9039c0d6d9","block_type":"box","text":"Brokerage","page_number":85,"box":{"x":518,"y":492,"width":58,"height":10}},{"id":"4a502a01-f87a-4386-9cc5-c84611543458","block_type":"box","text":"Commissions","page_number":85,"box":{"x":508,"y":502,"width":77,"height":8}},{"id":"1269fc1d-c39e-4d84-b5b1-ba94b23c330b","block_type":"box","text":"Paid During","page_number":85,"box":{"x":513,"y":512,"width":67,"height":10}},{"id":"71e1c8f3-8d28-449f-bedb-dcdfe2337a87","block_type":"box","text":"Fiscal Year","page_number":85,"box":{"x":517,"y":522,"width":60,"height":8}},{"id":"ffdaf0b2-3ee2-4974-a183-04d794965c3b","block_type":"box","text":"Ended July 31, 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2024","page_number":85,"box":{"x":674,"y":532,"width":111,"height":10}},{"id":"be0d7653-796a-4e9c-8cf0-b7a5ec41eb6a","block_type":"box","text":"Brokerage","page_number":85,"box":{"x":883,"y":492,"width":58,"height":10}},{"id":"aa8404e6-4c45-4508-93d7-208c4fed9691","block_type":"box","text":"Commissions","page_number":85,"box":{"x":873,"y":502,"width":77,"height":8}},{"id":"292fe921-4a61-4637-a658-c95d1b8fa7f2","block_type":"box","text":"Paid During","page_number":85,"box":{"x":878,"y":512,"width":67,"height":10}},{"id":"8a9309df-a949-4ae8-a46b-d52db3166107","block_type":"box","text":"Fiscal Year","page_number":85,"box":{"x":882,"y":522,"width":60,"height":8}},{"id":"26565b8b-a2be-40f0-9c99-4e25a516bb55","block_type":"box","text":"Ended July 31, 2023","page_number":85,"box":{"x":856,"y":532,"width":111,"height":10}},{"id":"6643e4f6-deea-4b2d-bfb3-cc56fd61e62f","block_type":"box","text":"iShares Core MSCI Pacific ETF $45,515 $41,414 $57,313","page_number":85,"box":{"x":89,"y":554,"width":849,"height":11}},{"id":"cd95a9ad-c6fd-45cc-9ad3-6865186117bc","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":85,"box":{"x":88,"y":587,"width":869,"height":12}},{"id":"3ae8a243-a79a-4836-9e02-3a72aa5c53bf","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended July 31, 2025.","page_number":85,"box":{"x":89,"y":602,"width":514,"height":12}},{"id":"2b892687-f349-413b-a166-78f6425bd4f3","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":85,"box":{"x":88,"y":628,"width":871,"height":13}},{"id":"7ad964f2-5699-465a-8d8c-00629c270a16","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":85,"box":{"x":88,"y":644,"width":877,"height":12}},{"id":"29c66503-b71a-4f1c-aaa5-6f6f52bba146","block_type":"box","text":"with the market value of each investment as of the Fund’s fiscal year ended July 31, 2025:","page_number":85,"box":{"x":88,"y":659,"width":624,"height":12}},{"id":"71312655-152c-4c9c-8ef6-4a061fec6b63","block_type":"box","text":"Fund","page_number":85,"box":{"x":89,"y":698,"width":27,"height":8}},{"id":"ac3f5c02-c503-44c7-9d16-e77937f91a03","block_type":"box","text":"Issuer","page_number":85,"box":{"x":562,"y":699,"width":34,"height":7}},{"id":"d38539f7-87d1-4eaf-840c-b3db64d92ccb","block_type":"box","text":"Market Value of","page_number":85,"box":{"x":877,"y":688,"width":92,"height":8}},{"id":"8ec3c17e-41d5-4567-a434-ee2211c99184","block_type":"box","text":"Investment","page_number":85,"box":{"x":891,"y":699,"width":64,"height":7}},{"id":"fe1ce202-5184-4bab-a1d9-6079fc757e35","block_type":"box","text":"iShares Core MSCI Pacific ETF Macquarie Group LTD $11,549,406","page_number":85,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"2aa86abf-45f1-4526-a9e4-431eabcc57a6","block_type":"box","text":"Nomura Holdings Inc. 4,506,815","page_number":85,"box":{"x":562,"y":737,"width":401,"height":12}},{"id":"51924e4f-b12d-418f-a68d-3cd6a8958937","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":85,"box":{"x":88,"y":770,"width":855,"height":12}},{"id":"182b1a1d-fcee-40f7-a4de-512690e6b0d2","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":85,"box":{"x":89,"y":785,"width":866,"height":12}},{"id":"a53c4d04-403f-428e-925e-904549788d11","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":85,"box":{"x":89,"y":800,"width":845,"height":12}},{"id":"75f92972-b487-43dd-8cbb-c5b090ebfbac","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":85,"box":{"x":89,"y":815,"width":844,"height":12}},{"id":"b9e0786c-72cc-4582-b73c-0ea4238e8583","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":85,"box":{"x":89,"y":830,"width":870,"height":12}},{"id":"043220c5-7dbf-479c-9e9d-4a24a58a2a28","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":85,"box":{"x":89,"y":845,"width":875,"height":12}},{"id":"ba5d196b-4786-4bba-9c25-88cc21530f19","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":85,"box":{"x":89,"y":860,"width":863,"height":13}},{"id":"dc91287a-3936-44c3-b0bd-da9672793e85","block_type":"box","text":"68","page_number":85,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"2441416f-f29e-41f1-91c2-9d54fd048f55","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":86,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"61fe4c0d-7952-41ea-ba1f-c9b2d3ec334e","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":86,"box":{"x":89,"y":59,"width":855,"height":12}},{"id":"511044c9-c830-4f4a-bf7e-65f14a93d1f9","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":86,"box":{"x":89,"y":74,"width":867,"height":12}},{"id":"ce61342b-bf3e-4939-aca1-182121816b45","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":86,"box":{"x":89,"y":89,"width":843,"height":13}},{"id":"4757bcde-c8c5-4867-8428-241e5780c21e","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":86,"box":{"x":89,"y":104,"width":528,"height":13}},{"id":"939edd2e-81dc-4f53-b8e4-9ec558de352e","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":86,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"567b1208-d392-4893-8b0b-310269bdba8a","block_type":"box","text":"brokerage expenses.","page_number":86,"box":{"x":89,"y":146,"width":142,"height":12}},{"id":"941d1feb-051c-4d81-a742-040ab3c9032c","block_type":"box","text":"The table below sets forth the portfolio turnover rates of the Fund for the fiscal years noted:","page_number":86,"box":{"x":88,"y":172,"width":641,"height":13}},{"id":"38f3d9cb-c368-4926-a75d-309e114ce4eb","block_type":"box","text":"Fund","page_number":86,"box":{"x":89,"y":212,"width":27,"height":8}},{"id":"48868e70-2081-4491-8b7f-0589ddcdc9d1","block_type":"box","text":"Fiscal Year Ended","page_number":86,"box":{"x":673,"y":202,"width":99,"height":8}},{"id":"78a4ee67-912f-41d5-9a11-113e6a1325fd","block_type":"box","text":"July 31, 2025","page_number":86,"box":{"x":685,"y":212,"width":74,"height":10}},{"id":"f9f862ce-f2d5-4c26-be4b-e2431ed29fa1","block_type":"box","text":"Fiscal Year Ended","page_number":86,"box":{"x":869,"y":202,"width":99,"height":8}},{"id":"a849c0c1-e9f7-43b8-b432-a888ca294ca2","block_type":"box","text":"July 31, 2024","page_number":86,"box":{"x":881,"y":212,"width":73,"height":10}},{"id":"1b32d540-452d-4383-a6ff-65e5df28c757","block_type":"box","text":"iShares Core MSCI Pacific ETF 5% 5%","page_number":86,"box":{"x":89,"y":234,"width":840,"height":10}},{"id":"cde5005e-4f7b-4ba6-a53f-c038d4d31030","block_type":"box","text":"Additional Information Concerning the Trust","page_number":86,"box":{"x":88,"y":271,"width":750,"height":30}},{"id":"cdf08250-e8f4-4298-b46c-b20cbfa6a5c5","block_type":"box","text":"Shares.","page_number":86,"box":{"x":88,"y":312,"width":52,"height":10}},{"id":"533f8f9f-d20b-454e-916d-892f259bed58","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":86,"box":{"x":149,"y":312,"width":789,"height":13}},{"id":"1bf5cbda-653d-4c47-bcc9-8f901b5c75f6","block_type":"box","text":"iShares funds.","page_number":86,"box":{"x":89,"y":327,"width":97,"height":10}},{"id":"5a13e232-e275-4420-b68d-ba64f2817a7c","block_type":"box","text":"Each share issued by a fund has a","page_number":86,"box":{"x":89,"y":354,"width":234,"height":12}},{"id":"15e69705-c38e-4340-85ac-bb2255b1bc31","block_type":"box","text":"pro rata","page_number":86,"box":{"x":327,"y":355,"width":56,"height":11}},{"id":"57bb1246-eb95-4193-8865-e73c430508a1","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":86,"box":{"x":388,"y":354,"width":507,"height":12}},{"id":"1220be96-3822-4386-ae17-4bbbb462c5b2","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":86,"box":{"x":89,"y":369,"width":842,"height":12}},{"id":"10f846b8-5504-4b0b-96d4-e3f61b04117b","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":86,"box":{"x":89,"y":384,"width":835,"height":12}},{"id":"3a683c37-5c53-4061-91e4-9d72a8b3f94b","block_type":"box","text":"liquidation.","page_number":86,"box":{"x":89,"y":399,"width":76,"height":13}},{"id":"deb082e3-b543-4747-8e10-6810607c07b0","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":86,"box":{"x":89,"y":426,"width":858,"height":12}},{"id":"416b23c3-a131-46d4-a6e7-df7d97c96c7f","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":86,"box":{"x":89,"y":441,"width":821,"height":12}},{"id":"cd4b0664-3b74-4ae5-8000-211f1bf13fe1","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":86,"box":{"x":88,"y":456,"width":864,"height":12}},{"id":"bb5a965e-733b-4b8d-bb3c-b277589a2f22","block_type":"box","text":"one fund.","page_number":86,"box":{"x":89,"y":471,"width":65,"height":10}},{"id":"6029b348-d5d0-4e9c-8009-c65d1e1b52de","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":86,"box":{"x":89,"y":497,"width":861,"height":13}},{"id":"f4e5ae56-f634-4e69-a983-387517cf91ac","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":86,"box":{"x":90,"y":513,"width":857,"height":12}},{"id":"b2ca814c-aca8-416a-b7a4-c44aacc2a572","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":86,"box":{"x":88,"y":528,"width":842,"height":12}},{"id":"baa78707-bc4e-49aa-b285-a2dfe971b445","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":86,"box":{"x":89,"y":543,"width":563,"height":12}},{"id":"7a9c2519-3b66-4ed7-9d40-dd6ca3d0fb18","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":86,"box":{"x":89,"y":569,"width":837,"height":13}},{"id":"61a8e5da-187d-4097-b56c-d1381065c148","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":86,"box":{"x":88,"y":584,"width":874,"height":13}},{"id":"30f2d4f7-f28f-4a86-97aa-415c8a64886d","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":86,"box":{"x":88,"y":599,"width":862,"height":13}},{"id":"4519e5e1-a4eb-41bc-bdfe-3938fedc7b3a","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":86,"box":{"x":88,"y":626,"width":840,"height":12}},{"id":"aa07032d-abe8-4244-bc55-7296f17b8813","block_type":"box","text":"Princeton, NJ 08540.","page_number":86,"box":{"x":89,"y":642,"width":141,"height":10}},{"id":"e1196660-7938-48ac-b4bd-050a0d1e27b7","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":86,"box":{"x":88,"y":668,"width":873,"height":12}},{"id":"27482fa9-234d-4a42-a477-ff46c54c2745","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":86,"box":{"x":88,"y":683,"width":876,"height":12}},{"id":"9c964fd7-f615-4619-915f-4cdb8e43b498","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":86,"box":{"x":89,"y":698,"width":875,"height":12}},{"id":"cb3f1c0e-8275-469f-a1cc-50093180ee88","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":86,"box":{"x":89,"y":713,"width":865,"height":12}},{"id":"5ffe48bb-c8b3-4b83-8dc9-94389af4af33","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":86,"box":{"x":89,"y":728,"width":864,"height":12}},{"id":"54cb5a62-56dd-4567-ba31-6426c864a557","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":86,"box":{"x":89,"y":743,"width":838,"height":12}},{"id":"064f09df-7290-4741-bd53-2fce13b04272","block_type":"box","text":"guidance provided by the SEC staff.","page_number":86,"box":{"x":89,"y":758,"width":245,"height":13}},{"id":"718f3f57-3457-417c-a49a-b6c792d5eb5c","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":86,"box":{"x":89,"y":785,"width":831,"height":12}},{"id":"3272c9b1-c4e1-4b8c-b9cb-e7e1388eb500","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":86,"box":{"x":88,"y":800,"width":844,"height":12}},{"id":"2f2d7219-a47c-43ed-9f01-732c02d64cbf","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":86,"box":{"x":89,"y":815,"width":879,"height":12}},{"id":"9d50e9cc-0730-4d6b-bd19-4fa2a7fcc5b3","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":86,"box":{"x":88,"y":830,"width":839,"height":12}},{"id":"ee4a4ef0-501a-43f1-a639-c2b652716034","block_type":"box","text":"Board, subject to the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on","page_number":86,"box":{"x":89,"y":845,"width":800,"height":12}},{"id":"be93d22c-97ec-4a90-9bc6-c0975e5e12fb","block_type":"box","text":"termination; however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is","page_number":86,"box":{"x":88,"y":860,"width":839,"height":13}},{"id":"441b9684-c0b0-41de-9162-8f5e010f8106","block_type":"box","text":"69","page_number":86,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a40969ab-194e-41f9-85d7-356bbef157e2","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":87,"box":{"x":89,"y":44,"width":879,"height":12}},{"id":"196cb347-ca0e-414a-a173-67e2c04f6efd","block_type":"box","text":"Trust provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in","page_number":87,"box":{"x":88,"y":59,"width":863,"height":12}},{"id":"019e1293-ae94-44c0-8c18-142ee58d01b2","block_type":"box","text":"the event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":87,"box":{"x":88,"y":74,"width":866,"height":12}},{"id":"cee7d391-b4a1-4cd8-aebe-1687a56e01d6","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":87,"box":{"x":89,"y":89,"width":878,"height":13}},{"id":"6d55814f-2d9c-407d-8d2b-066666335e09","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":87,"box":{"x":88,"y":104,"width":877,"height":13}},{"id":"b8b3bc3d-56de-4108-a30e-0c2d47bb2874","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":87,"box":{"x":89,"y":119,"width":878,"height":13}},{"id":"e188127d-cd12-4067-834f-809e4491f7f7","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":87,"box":{"x":89,"y":135,"width":480,"height":12}},{"id":"0d942364-0e76-48ed-b63e-6b279501e519","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":87,"box":{"x":89,"y":161,"width":376,"height":12}},{"id":"ece77a93-c4ed-4f22-9020-6659742aa2e9","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":87,"box":{"x":474,"y":161,"width":453,"height":12}},{"id":"92a49f9c-2a6d-4a28-9f23-996f9fdf92d8","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":87,"box":{"x":89,"y":176,"width":486,"height":13}},{"id":"39d9ac55-aedf-46bc-a981-252c38cb2524","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":87,"box":{"x":89,"y":203,"width":836,"height":12}},{"id":"c03367ba-30c2-4bf9-92e2-640a38212f4b","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":87,"box":{"x":89,"y":218,"width":790,"height":12}},{"id":"d8c0b302-3234-4d23-9b02-e68fc46d17a4","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":87,"box":{"x":89,"y":233,"width":872,"height":12}},{"id":"46f53496-49ef-404b-ba59-43bc9e4b12b5","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":87,"box":{"x":88,"y":248,"width":837,"height":12}},{"id":"2f21598a-1b5c-4d8a-99df-d6365ebbf0bb","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":87,"box":{"x":89,"y":263,"width":864,"height":12}},{"id":"e32e5dd4-6f40-484b-9e9e-007fc873c9ea","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":87,"box":{"x":88,"y":278,"width":848,"height":13}},{"id":"f289c6b5-7a31-4a45-bec2-cb54f6202c89","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":87,"box":{"x":89,"y":293,"width":833,"height":13}},{"id":"122c2e75-64fa-4680-a68a-ed233dec99bf","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":87,"box":{"x":89,"y":308,"width":439,"height":13}},{"id":"c06a1423-185e-4e24-a515-913ab28fb2dc","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":87,"box":{"x":89,"y":335,"width":873,"height":12}},{"id":"94e9d2f1-63bb-4d86-a634-bee527cd3afa","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":87,"box":{"x":89,"y":350,"width":840,"height":12}},{"id":"699e0afa-52dc-48f8-91c2-bcd99d5739b1","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":87,"box":{"x":89,"y":365,"width":825,"height":12}},{"id":"85da534c-6e3a-476f-8145-9ec6304e4e5c","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":87,"box":{"x":89,"y":380,"width":822,"height":13}},{"id":"4f9e85df-f30e-4242-bbf2-2bddda0f9436","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":87,"box":{"x":89,"y":395,"width":848,"height":13}},{"id":"714ab8bd-9258-4104-805d-0be836b1e9c8","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":87,"box":{"x":89,"y":410,"width":877,"height":13}},{"id":"a3d60c43-8288-4a6e-9f6b-ae718c96adfa","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":87,"box":{"x":89,"y":426,"width":872,"height":12}},{"id":"d4c69cd3-7282-4351-bb29-880924685f3b","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":87,"box":{"x":89,"y":441,"width":426,"height":12}},{"id":"abaa46a3-a870-4e93-a2da-d8eadac1e2fd","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":87,"box":{"x":89,"y":467,"width":873,"height":13}},{"id":"a3fbea58-5758-48c6-a6d2-65ef236520d8","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":87,"box":{"x":89,"y":482,"width":869,"height":13}},{"id":"ab7f416a-6344-4a40-ab76-f91650e9a898","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":87,"box":{"x":88,"y":497,"width":845,"height":13}},{"id":"8cda3d1e-d3b0-4324-845a-482933eacdc4","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":87,"box":{"x":89,"y":513,"width":807,"height":12}},{"id":"b933255d-376a-4c81-a812-7123902b076d","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":87,"box":{"x":89,"y":528,"width":877,"height":12}},{"id":"f44c926e-d65c-4100-919b-2f4ef41b49c9","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":87,"box":{"x":89,"y":543,"width":803,"height":12}},{"id":"7d825cbd-fe97-43a1-b033-5bcb0bbcb027","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":87,"box":{"x":89,"y":558,"width":874,"height":12}},{"id":"54c5bce1-082b-48a3-9b02-86aba06e833c","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":87,"box":{"x":89,"y":573,"width":861,"height":12}},{"id":"99448cbb-575f-495f-aa86-1fabc9661f17","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":87,"box":{"x":89,"y":588,"width":652,"height":12}},{"id":"46d12141-846e-406d-b0a3-1d222767ec38","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":87,"box":{"x":88,"y":615,"width":878,"height":12}},{"id":"f562ce12-e39a-41ce-95a8-8d5ebea18eb9","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":87,"box":{"x":89,"y":630,"width":847,"height":12}},{"id":"748e19de-b4e6-465a-84ff-f8bc2978df81","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":87,"box":{"x":89,"y":645,"width":847,"height":12}},{"id":"5b89fd8d-e3b2-4bca-84a0-5cefa8975b4f","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":87,"box":{"x":89,"y":660,"width":836,"height":12}},{"id":"17de711d-1145-4021-b967-5142d4149bcc","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":87,"box":{"x":89,"y":675,"width":877,"height":12}},{"id":"2b245355-086a-42c0-b985-24c9e175b52e","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":87,"box":{"x":89,"y":690,"width":875,"height":13}},{"id":"688414d8-dde2-438a-82cf-abda7f2f41c5","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":87,"box":{"x":88,"y":717,"width":813,"height":12}},{"id":"783c0a57-7055-44e7-b870-a721b984a1f2","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":87,"box":{"x":89,"y":732,"width":874,"height":12}},{"id":"6ae8f435-0ff4-4d22-a21a-0a11c740d6c4","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":87,"box":{"x":89,"y":747,"width":866,"height":12}},{"id":"b4763d1f-ebd5-4380-ad7e-9e29c335c1b7","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":87,"box":{"x":89,"y":762,"width":855,"height":12}},{"id":"fd790e8d-9a49-4d7a-862a-09826f5ced4c","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":87,"box":{"x":88,"y":777,"width":876,"height":12}},{"id":"7426bdbc-b227-45ab-9c2e-f5a57e78547d","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":87,"box":{"x":88,"y":792,"width":855,"height":13}},{"id":"91a47ad4-14df-47bf-ac8d-84faaebb14e3","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":87,"box":{"x":89,"y":807,"width":873,"height":13}},{"id":"d1dfdc6d-92bb-49d4-a025-1577003b2528","block_type":"box","text":"cost.","page_number":87,"box":{"x":89,"y":824,"width":32,"height":8}},{"id":"f5e82660-e8dc-496f-ac6f-fad81ee39db6","block_type":"box","text":"70","page_number":87,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"59b3c533-82ab-4e24-915d-9e8ae79ed410","block_type":"box","text":"Distribution of Shares.","page_number":88,"box":{"x":89,"y":44,"width":160,"height":10}},{"id":"c812cfaa-a1bc-4b72-81d3-be1bdaca9993","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":88,"box":{"x":259,"y":44,"width":707,"height":12}},{"id":"00cde7a3-c630-4858-b7c4-cdc354786c0b","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":88,"box":{"x":89,"y":59,"width":875,"height":12}},{"id":"b5e96e1f-f064-4311-871b-985f65b31b6a","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":88,"box":{"x":89,"y":74,"width":851,"height":12}},{"id":"69d8f3e4-8f99-4448-88c2-ed385292cc28","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":88,"box":{"x":89,"y":89,"width":873,"height":13}},{"id":"e579062e-4b02-4c8e-8963-3d1dbb4e9f83","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":88,"box":{"x":89,"y":104,"width":809,"height":13}},{"id":"76450f30-1121-4e1f-a79b-82b43407303c","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":88,"box":{"x":89,"y":119,"width":806,"height":13}},{"id":"bde53e64-2b96-42c3-be41-ce917387f830","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":88,"box":{"x":88,"y":146,"width":877,"height":12}},{"id":"ffbd3ccb-397a-4e35-a86d-7427c5095d82","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":88,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"e6041d50-19ac-40ef-87bc-69ec813cc7d4","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":88,"box":{"x":88,"y":176,"width":878,"height":13}},{"id":"7d2ae9f4-ea6c-40da-a9c8-1dbb4d04e1cd","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":88,"box":{"x":88,"y":191,"width":877,"height":13}},{"id":"09b477d7-8242-48c5-a481-2231df9ee61c","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":88,"box":{"x":89,"y":206,"width":822,"height":13}},{"id":"86a7fe70-e3cc-41d7-b87e-827769e31e8d","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":88,"box":{"x":88,"y":222,"width":875,"height":12}},{"id":"86a94f39-d78f-44c5-9579-b9a985d322d5","block_type":"box","text":"by them through an Authorized Participant.","page_number":88,"box":{"x":89,"y":237,"width":302,"height":12}},{"id":"9099e437-e4d8-4d15-acda-f657f26b25e9","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":88,"box":{"x":88,"y":263,"width":840,"height":12}},{"id":"9aefd0e9-a35b-4e5b-a0b2-2eb0f3ae9c87","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":88,"box":{"x":89,"y":278,"width":712,"height":13}},{"id":"85a87ba7-ec04-4512-8eeb-3b3d338ccd2f","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":88,"box":{"x":88,"y":305,"width":871,"height":12}},{"id":"9d53ab4f-c972-4689-b9e9-572141c55367","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":88,"box":{"x":90,"y":320,"width":354,"height":12}},{"id":"72c4b442-f142-4610-ae8d-d961eadce9eb","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":88,"box":{"x":90,"y":350,"width":721,"height":30}},{"id":"daa870d4-343d-4788-b9a9-4889cbc5b278","block_type":"box","text":"General.","page_number":88,"box":{"x":89,"y":392,"width":59,"height":9}},{"id":"bebdb1e9-4817-4114-9178-2b43d29e29d5","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":88,"box":{"x":156,"y":392,"width":812,"height":12}},{"id":"c141f352-b2ce-4bc7-98a6-e0204b73f2c9","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":88,"box":{"x":89,"y":407,"width":846,"height":12}},{"id":"790ffcba-5089-4608-b630-efa6916bf3f1","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":88,"box":{"x":89,"y":422,"width":873,"height":12}},{"id":"b0623287-d2be-4854-a8c2-0ef2ca962260","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":88,"box":{"x":89,"y":437,"width":868,"height":12}},{"id":"4da17451-b427-4634-9a71-0ffdba1e22fd","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 July 31,","page_number":88,"box":{"x":89,"y":452,"width":871,"height":12}},{"id":"c7ced614-1567-4470-a742-a271cae5aba2","block_type":"box","text":"2025:","page_number":88,"box":{"x":89,"y":468,"width":37,"height":9}},{"id":"36bad653-08f9-49e2-9ce8-f5bed6de116c","block_type":"box","text":"Fund","page_number":88,"box":{"x":89,"y":527,"width":27,"height":8}},{"id":"386b04a1-8540-4a2b-9179-0d6293410684","block_type":"box","text":"Shares Per","page_number":88,"box":{"x":727,"y":517,"width":61,"height":8}},{"id":"50f87f6f-92db-4ba3-a950-10d863e8d51e","block_type":"box","text":"Creation Unit","page_number":88,"box":{"x":720,"y":527,"width":75,"height":8}},{"id":"ad2981da-5061-47ea-bda0-052ffe4f5808","block_type":"box","text":"Approximate","page_number":88,"box":{"x":883,"y":497,"width":74,"height":10}},{"id":"a94735f2-1c95-4e9d-a62e-bccdfdc15b71","block_type":"box","text":"Value Per","page_number":88,"box":{"x":893,"y":507,"width":54,"height":8}},{"id":"89d29a7c-d0a6-4a1a-944f-ddcae628befd","block_type":"box","text":"Creation","page_number":88,"box":{"x":896,"y":517,"width":48,"height":8}},{"id":"457c108e-d890-4ebb-be45-b693762453ef","block_type":"box","text":"Unit (U.S.$)","page_number":88,"box":{"x":888,"y":527,"width":65,"height":10}},{"id":"7ff7ac33-d498-493c-8568-47c1fa25e813","block_type":"box","text":"iShares Core MSCI Pacific ETF 100,000 $6,776,118.10","page_number":88,"box":{"x":89,"y":549,"width":879,"height":11}},{"id":"e25a539c-e7a7-49ce-8fea-b8a1f04d9e16","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":88,"box":{"x":89,"y":582,"width":820,"height":12}},{"id":"3e5f034f-b9fd-4acf-b000-8dddbf58dd63","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":88,"box":{"x":89,"y":597,"width":852,"height":12}},{"id":"5ab787b3-1727-40a0-8ec9-ef5d4e0f1df3","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":88,"box":{"x":89,"y":612,"width":851,"height":12}},{"id":"679ace00-9aa5-4b32-98c6-f3a273524c14","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":88,"box":{"x":89,"y":627,"width":845,"height":13}},{"id":"135f5325-579c-4a31-93d4-48bd2fd34245","block_type":"box","text":"Board.","page_number":88,"box":{"x":89,"y":642,"width":43,"height":10}},{"id":"240d1b27-427d-4d38-911e-9fdaa8fd5ce6","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":88,"box":{"x":88,"y":669,"width":828,"height":12}},{"id":"9a36bf0e-a40f-4a1a-8c9c-dd4d4c5b4456","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":88,"box":{"x":89,"y":684,"width":830,"height":12}},{"id":"0c46ac4a-710b-44b6-a27d-51a9d1e193d6","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":88,"box":{"x":89,"y":699,"width":866,"height":12}},{"id":"aea9344f-727c-4f2d-820d-0ed06e401b49","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":88,"box":{"x":89,"y":714,"width":821,"height":12}},{"id":"b94f8a6e-a973-4246-996d-684762e72c10","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":88,"box":{"x":89,"y":729,"width":669,"height":13}},{"id":"cbec230a-2c5c-46fe-a7ab-be6b38dd1aad","block_type":"box","text":"Fund Deposit.","page_number":88,"box":{"x":89,"y":756,"width":98,"height":12}},{"id":"aecc9a1b-5e09-4986-8ccf-d758ab38581a","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund generally consists of Deposit Securities and the","page_number":88,"box":{"x":196,"y":756,"width":761,"height":12}},{"id":"7ca72bd9-373b-48eb-97c4-9397e81daa2c","block_type":"box","text":"Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":88,"box":{"x":89,"y":771,"width":852,"height":12}},{"id":"f667cbf4-0fe4-43ad-92e4-0e56257c52bb","block_type":"box","text":"“Fund Deposit,” which, when combined with the Fund’s portfolio securities is designed to generate performance that has a","page_number":88,"box":{"x":89,"y":786,"width":862,"height":12}},{"id":"5ec0694e-9101-45c3-bbca-99ab1ec6ad12","block_type":"box","text":"collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and","page_number":88,"box":{"x":89,"y":801,"width":848,"height":12}},{"id":"26ed3f98-23b0-42e2-afed-8046afee722f","block_type":"box","text":"subsequent investment amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments","page_number":88,"box":{"x":89,"y":816,"width":869,"height":13}},{"id":"7f71eeee-ea78-4fca-aca2-1f40f35be9be","block_type":"box","text":"as described below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit","page_number":88,"box":{"x":89,"y":831,"width":879,"height":13}},{"id":"b9bf06e7-b386-44c8-8d03-455e86a3add0","block_type":"box","text":"is made available.","page_number":88,"box":{"x":89,"y":846,"width":121,"height":10}},{"id":"16294a7a-0e27-4125-9c27-47d9528b9750","block_type":"box","text":"71","page_number":88,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"1f314c33-258a-44d7-890b-acca61c7d53f","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":89,"box":{"x":88,"y":44,"width":824,"height":12}},{"id":"d68d0b84-ccfe-47e8-982a-2ca81a2a6c8d","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":89,"box":{"x":89,"y":59,"width":879,"height":12}},{"id":"af862e49-39d8-4e05-b83f-76b7ac09ef96","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":89,"box":{"x":89,"y":74,"width":878,"height":12}},{"id":"9234eca6-138a-48c7-9632-e144c9a48ab1","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":89,"box":{"x":89,"y":89,"width":872,"height":13}},{"id":"d8137ba6-929a-4016-b470-9f4c38b9b32a","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":89,"box":{"x":89,"y":104,"width":284,"height":13}},{"id":"28d15ad3-aa89-47f3-b572-0111b52a0b90","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":89,"box":{"x":88,"y":131,"width":854,"height":12}},{"id":"643f13ad-291f-4eff-83ed-8eaef6087a40","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":89,"box":{"x":89,"y":146,"width":860,"height":12}},{"id":"ec7a5ea9-f64a-466f-8bd0-f8bd134ae0ff","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":89,"box":{"x":88,"y":161,"width":876,"height":12}},{"id":"88e99405-9573-4661-a337-db1ae2d81151","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":89,"box":{"x":88,"y":176,"width":670,"height":13}},{"id":"a15d50d5-8e2d-440c-9e1c-0e5b6a97de1e","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":89,"box":{"x":88,"y":203,"width":877,"height":12}},{"id":"173a5944-fa8b-4a78-b7c7-079acbb386a3","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":89,"box":{"x":89,"y":218,"width":824,"height":12}},{"id":"1babf71b-bcd5-48a3-8a9a-d3aa6d69cecf","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":89,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"8b820340-2e83-4f4b-b55d-77ab4c45daf2","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":89,"box":{"x":89,"y":248,"width":690,"height":12}},{"id":"4d825dcf-5d39-4ee3-b2da-79a2667752ad","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":89,"box":{"x":89,"y":274,"width":879,"height":13}},{"id":"b963ece9-95fa-41f9-aa43-e0c465e7c28f","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":89,"box":{"x":89,"y":290,"width":295,"height":12}},{"id":"07f27522-8ea8-46a5-8835-ffe541ba7199","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":89,"box":{"x":88,"y":316,"width":854,"height":12}},{"id":"0f90f06e-224f-4067-8ebe-bfcbc16c6be5","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":89,"box":{"x":89,"y":331,"width":870,"height":12}},{"id":"16eece17-64f5-424f-8baa-570aa02c5a4e","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":89,"box":{"x":89,"y":346,"width":823,"height":13}},{"id":"f4cb2376-643e-4dbc-8867-d00a038ab942","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":89,"box":{"x":89,"y":361,"width":873,"height":13}},{"id":"6ab31af6-483b-41e7-a841-287ae38d0b15","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":89,"box":{"x":88,"y":376,"width":847,"height":13}},{"id":"f9c383af-f2d5-44af-8949-0afaa0180571","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":89,"box":{"x":89,"y":392,"width":859,"height":12}},{"id":"9ab0f7d2-d993-4fdf-82aa-ec151513a270","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":89,"box":{"x":89,"y":407,"width":760,"height":12}},{"id":"323c0887-dc0c-4f22-a2b7-03dd6b2c4171","block_type":"box","text":"Cash Purchase Method.","page_number":89,"box":{"x":89,"y":433,"width":170,"height":10}},{"id":"801004d5-6b21-4594-8b29-a7b1d96941b5","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":89,"box":{"x":268,"y":433,"width":682,"height":13}},{"id":"300786ec-9a26-4ff3-ad26-2fd9fbd0a5fb","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for the Fund, they will be effected in","page_number":89,"box":{"x":88,"y":448,"width":845,"height":13}},{"id":"9dbe265e-7fb3-4216-9ce8-b0ca93f2972c","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":89,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"e94dcd27-fb82-4428-abf3-5e9c56c364af","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":89,"box":{"x":89,"y":479,"width":857,"height":12}},{"id":"04ddf78a-5fb0-42e3-9f28-acd3f9a750b7","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":89,"box":{"x":89,"y":494,"width":639,"height":12}},{"id":"cb236729-31c0-42b7-a219-67153807ab27","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":89,"box":{"x":89,"y":520,"width":301,"height":10}},{"id":"78dbde5b-fe0f-4d59-8fe1-3cdbd521e933","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":89,"box":{"x":398,"y":520,"width":568,"height":12}},{"id":"9ef2b0ea-6d70-4ad2-8adc-5bedbce6a5a2","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":89,"box":{"x":88,"y":535,"width":377,"height":13}},{"id":"96c7b9e8-f763-4b30-8c74-ef3661ff7e96","block_type":"box","text":"i.e","page_number":89,"box":{"x":471,"y":536,"width":15,"height":9}},{"id":"f3ea5df5-e9ac-40fd-82db-4cb0f3c23742","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":89,"box":{"x":487,"y":535,"width":480,"height":13}},{"id":"4a3f7de3-4b9f-4023-9c22-bbedf3176ac8","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":89,"box":{"x":88,"y":550,"width":849,"height":13}},{"id":"2a2d594f-4a41-4c3f-89ee-eab2c69ddb6a","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":89,"box":{"x":88,"y":565,"width":832,"height":13}},{"id":"738aa3ea-c352-4fd0-b3b5-967e480c0adf","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":89,"box":{"x":89,"y":581,"width":820,"height":12}},{"id":"c6499f29-4b32-4e39-9342-c7795ca9ae8b","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":89,"box":{"x":89,"y":596,"width":843,"height":12}},{"id":"503daf2f-0251-4ad6-abcf-5fb1a0ee6b6b","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":89,"box":{"x":89,"y":611,"width":843,"height":12}},{"id":"880c3da7-392b-40a7-9df4-e414c6b61f62","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":89,"box":{"x":89,"y":626,"width":866,"height":12}},{"id":"b9a95f07-2abd-49c5-8737-762caa1224c2","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":89,"box":{"x":89,"y":641,"width":295,"height":12}},{"id":"2e501bd5-d18d-4346-86ed-f5cf034bb10d","block_type":"box","text":"Role of the Authorized Participant.","page_number":89,"box":{"x":89,"y":668,"width":247,"height":12}},{"id":"eb85280c-99cd-48c5-a65b-c439d5d4f3f9","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":89,"box":{"x":346,"y":668,"width":570,"height":12}},{"id":"b5b0afee-781c-4ba0-8ee8-63953b1e64c3","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":89,"box":{"x":89,"y":683,"width":847,"height":12}},{"id":"d7063509-68ed-45cc-b8ff-bd72044d0f5f","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":89,"box":{"x":89,"y":698,"width":823,"height":12}},{"id":"7cf69b6f-6ac2-48d6-a485-f8bada5e0a9b","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":89,"box":{"x":89,"y":713,"width":875,"height":12}},{"id":"07c4c88d-75db-4730-be7a-a276ba0a0664","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":89,"box":{"x":89,"y":728,"width":877,"height":12}},{"id":"ee92e96d-fdc0-4a34-b95d-000d6617f0df","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":89,"box":{"x":89,"y":743,"width":848,"height":12}},{"id":"3537f5ea-ecf1-4703-8818-41c071f2e570","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":89,"box":{"x":89,"y":758,"width":854,"height":13}},{"id":"c23ecb48-b65c-412a-ac62-3a5627c1cc1c","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":89,"box":{"x":88,"y":773,"width":844,"height":13}},{"id":"0da544e9-8e0c-473d-a6b9-91a5408328f2","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":89,"box":{"x":89,"y":788,"width":842,"height":13}},{"id":"2e3ff914-c556-4261-b336-73235fce7c84","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":89,"box":{"x":89,"y":804,"width":878,"height":12}},{"id":"9b5b16a3-8b46-475d-85bf-6c05dc81e9a0","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":89,"box":{"x":89,"y":819,"width":800,"height":12}},{"id":"dfd9852f-6a58-493e-a4dd-b6d87d54301d","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":89,"box":{"x":89,"y":834,"width":870,"height":12}},{"id":"6e1dca38-6c57-45f9-8215-6458ba30ada0","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":89,"box":{"x":88,"y":849,"width":820,"height":12}},{"id":"45254547-4cd1-4db0-a06c-963021a96099","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":89,"box":{"x":89,"y":864,"width":840,"height":12}},{"id":"479cac60-d3bd-41d1-b830-7eb7dbefbc9c","block_type":"box","text":"72","page_number":89,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"22687803-7248-4ffa-b970-b6c88e01ee96","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":90,"box":{"x":89,"y":44,"width":818,"height":12}},{"id":"6c3fe319-d7cd-4f4d-ab75-983d92879220","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":90,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"37a21793-d721-48f7-ba5f-5df4f1ff2fb9","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":90,"box":{"x":88,"y":74,"width":867,"height":12}},{"id":"b747c037-2ba9-44b2-8acc-94db744c9716","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":90,"box":{"x":88,"y":89,"width":872,"height":13}},{"id":"4e4675f3-dc55-4738-9d96-98ba490073bd","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":90,"box":{"x":89,"y":104,"width":820,"height":13}},{"id":"e5cdda7f-63f7-4047-8be2-409bc0f1b0c5","block_type":"box","text":"Participant Agreement.","page_number":90,"box":{"x":89,"y":120,"width":160,"height":12}},{"id":"27555f34-9f69-4ee3-b88c-94be63698f76","block_type":"box","text":"Purchase Orders.","page_number":90,"box":{"x":89,"y":146,"width":122,"height":10}},{"id":"bdb1d57f-c7f6-43bc-afee-a50fef3aa47c","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":90,"box":{"x":224,"y":146,"width":708,"height":12}},{"id":"89e30b5b-6f2e-4492-bc48-86fcc1545cc5","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":90,"box":{"x":89,"y":161,"width":851,"height":12}},{"id":"2c72222d-9bee-4178-a1ca-3783d22a06df","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":90,"box":{"x":89,"y":176,"width":832,"height":13}},{"id":"52e10274-854b-492d-a516-b51951460e71","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":90,"box":{"x":89,"y":191,"width":868,"height":13}},{"id":"10f77083-d1eb-4115-bc51-f7854717fe84","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":90,"box":{"x":89,"y":206,"width":873,"height":13}},{"id":"c996cc3e-4c12-4543-9689-42a316cb9c1e","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":90,"box":{"x":88,"y":222,"width":862,"height":12}},{"id":"48f80c0e-30be-4392-85d3-963a3ef4e216","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":90,"box":{"x":89,"y":237,"width":842,"height":12}},{"id":"1428a725-d7f2-4941-a2fc-6ab411f449da","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":90,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"be09a224-bde0-4cfe-b99d-fc68b620316e","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":90,"box":{"x":88,"y":267,"width":854,"height":12}},{"id":"bd1eb846-3f89-40d2-9067-b19a51d8d7b6","block_type":"box","text":"such Business Day.","page_number":90,"box":{"x":89,"y":282,"width":131,"height":12}},{"id":"4d70862f-2353-44d3-8f41-1ea0c45f0642","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":90,"box":{"x":88,"y":308,"width":861,"height":13}},{"id":"d84b9983-972c-4ad0-9b60-2a767e4c8095","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":90,"box":{"x":88,"y":324,"width":861,"height":12}},{"id":"61a288be-7b57-4fe4-8a62-85a6491d2e65","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":90,"box":{"x":89,"y":339,"width":851,"height":12}},{"id":"a09d9729-e296-4419-8be4-48ec46d65e06","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":90,"box":{"x":89,"y":354,"width":864,"height":12}},{"id":"aa47606c-b2b3-40f1-85c6-e0bc736ac883","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":90,"box":{"x":89,"y":369,"width":859,"height":12}},{"id":"8a6cbdd1-691c-4efc-ba2b-500a763b0e1c","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":90,"box":{"x":88,"y":384,"width":879,"height":12}},{"id":"cdd1e11c-f566-4955-9f28-0ae0fa9e759c","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":90,"box":{"x":88,"y":399,"width":582,"height":13}},{"id":"e76824eb-b298-4eb3-8315-08882ca273fa","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":90,"box":{"x":88,"y":426,"width":858,"height":12}},{"id":"6b0afecb-4d38-449d-92a2-671bd26e6e1b","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":90,"box":{"x":89,"y":441,"width":378,"height":12}},{"id":"09c787bb-ebda-4a09-8356-360b97acb8eb","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":90,"box":{"x":88,"y":467,"width":304,"height":13}},{"id":"ec1fab2e-104d-441c-a433-81e1354e26e4","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":90,"box":{"x":401,"y":467,"width":554,"height":13}},{"id":"b045d696-04ba-42e2-be7e-8f45190a446c","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":90,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"39acacac-9cbb-49b8-b667-f0dfd4e63de3","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":90,"box":{"x":89,"y":497,"width":870,"height":13}},{"id":"f6474334-56ca-4fa6-b8fa-661202097838","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":90,"box":{"x":89,"y":513,"width":859,"height":12}},{"id":"3c6160af-fefb-4f62-a7f0-5c575912e265","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":90,"box":{"x":89,"y":528,"width":875,"height":12}},{"id":"cd8c204c-c0e4-402c-a6d0-91ed9c9fe7cd","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":90,"box":{"x":88,"y":543,"width":864,"height":12}},{"id":"98aa2eff-d550-4b5d-8a0d-913495d96d5e","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":90,"box":{"x":88,"y":558,"width":845,"height":12}},{"id":"31d2ac5f-dc99-4057-809a-7150737edd49","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":90,"box":{"x":89,"y":573,"width":870,"height":12}},{"id":"e31c6804-3e66-413c-b9e5-19908cce1c8c","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":90,"box":{"x":89,"y":588,"width":849,"height":12}},{"id":"dc1db299-dcf9-4d94-b526-dd476516a050","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":90,"box":{"x":88,"y":603,"width":869,"height":13}},{"id":"177f48dc-8b9e-4960-9d5f-337b1f69373e","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":90,"box":{"x":88,"y":618,"width":867,"height":13}},{"id":"a86ce873-7ecd-4adf-a09a-226ed0c5dbce","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":90,"box":{"x":89,"y":633,"width":852,"height":13}},{"id":"ee7e6c9d-c1cf-4e66-9fe3-4e361b9774ba","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":90,"box":{"x":89,"y":649,"width":690,"height":12}},{"id":"34bf6f4e-9918-4c5f-b4e0-be501d315d75","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":90,"box":{"x":88,"y":675,"width":293,"height":12}},{"id":"166f02af-bbc2-43c5-9762-9d401c31f632","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":90,"box":{"x":394,"y":675,"width":507,"height":12}},{"id":"c3cc3618-701b-406c-8b6c-61ac605bdfdc","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":90,"box":{"x":89,"y":690,"width":871,"height":13}},{"id":"b9fbf75d-e1ce-49c6-8976-8db855a17b61","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":90,"box":{"x":88,"y":705,"width":843,"height":13}},{"id":"129d6870-c2b4-4f2e-ab72-8144fd7cf910","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":90,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"32b605cf-dc60-4499-bcc2-4ddb83a67f0f","block_type":"box","text":"set forth below.","page_number":90,"box":{"x":89,"y":736,"width":106,"height":9}},{"id":"ad063707-06bd-478e-a1fe-3ebd42ff84f8","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":90,"box":{"x":89,"y":762,"width":830,"height":12}},{"id":"51feea0f-4c60-459b-911b-0b6312a9c295","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":90,"box":{"x":89,"y":777,"width":812,"height":12}},{"id":"bab55fb5-8525-44ae-9e27-9b20bec4e992","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":90,"box":{"x":89,"y":792,"width":552,"height":13}},{"id":"4ce4c011-ce34-4e9f-aa40-a88a4c281a40","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":90,"box":{"x":88,"y":819,"width":876,"height":12}},{"id":"66191ba8-54ba-4f5a-874e-4b3150f4626d","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":90,"box":{"x":89,"y":834,"width":862,"height":12}},{"id":"a0be8424-b15a-4e25-bc41-c87a7956a3af","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":90,"box":{"x":89,"y":849,"width":877,"height":12}},{"id":"006bacf0-2810-41cf-bd4d-be8972381f47","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":90,"box":{"x":89,"y":864,"width":853,"height":12}},{"id":"7207ac0e-0dda-4742-b065-d9980722b096","block_type":"box","text":"73","page_number":90,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"49f2cd2a-3612-45d2-90f9-bbcdd8fb658c","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":91,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"0646fa19-c93e-41c4-ace4-a055d1e0c50e","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of counsel, be unlawful; or (v)","page_number":91,"box":{"x":89,"y":59,"width":820,"height":12}},{"id":"4514726b-a7b9-4672-a09d-0ea27e18fb47","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":91,"box":{"x":89,"y":74,"width":810,"height":12}},{"id":"137a36db-2c80-4078-84f7-d4ed76aadb9d","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":91,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"d318584f-d32e-42f3-9038-cc1e78cab043","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":91,"box":{"x":89,"y":104,"width":852,"height":13}},{"id":"6992c699-152e-4e02-b356-240737c34697","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":91,"box":{"x":88,"y":119,"width":854,"height":13}},{"id":"3fc8905d-785c-4a57-bbff-c3aef04a067f","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":91,"box":{"x":89,"y":135,"width":623,"height":12}},{"id":"0f6d2789-ff1f-4454-a3a2-d421ad43ea02","block_type":"box","text":"Issuance of a Creation Unit.","page_number":91,"box":{"x":89,"y":161,"width":197,"height":10}},{"id":"0458b18b-adee-49bf-ad38-f66a702629ce","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to","page_number":91,"box":{"x":300,"y":161,"width":645,"height":12}},{"id":"179c2622-34cb-4cf2-be44-2710e75e9e11","block_type":"box","text":"the Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian","page_number":91,"box":{"x":88,"y":176,"width":868,"height":13}},{"id":"f90fd7bf-a30a-4f84-abd1-56bde92d7bfa","block_type":"box","text":"has confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been","page_number":91,"box":{"x":89,"y":191,"width":822,"height":13}},{"id":"5bec2dbb-66b7-4086-bf90-059ebdf4d5c2","block_type":"box","text":"delivered to the account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be","page_number":91,"box":{"x":89,"y":206,"width":824,"height":13}},{"id":"ebab6170-3d79-4ee3-80cb-3e3366f34fa4","block_type":"box","text":"notified of such delivery and the Fund will issue and cause the delivery of the Creation Unit.","page_number":91,"box":{"x":89,"y":222,"width":637,"height":12}},{"id":"57398d81-eeaa-4f99-8d53-f32fa0b50c2c","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+2 basis” (","page_number":91,"box":{"x":89,"y":248,"width":454,"height":12}},{"id":"556f1204-8b55-427a-a1aa-2f764111b44f","block_type":"box","text":"i.e.","page_number":91,"box":{"x":544,"y":249,"width":18,"height":9}},{"id":"8ae2ec3d-d896-44d5-b837-ce1ea25d2f75","block_type":"box","text":", two Business Days after trade date). However, the Fund","page_number":91,"box":{"x":564,"y":248,"width":394,"height":12}},{"id":"7a7903e9-41ed-45df-8aba-066e9d9e4a44","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":91,"box":{"x":89,"y":263,"width":878,"height":12}},{"id":"b02b2743-a51b-41f6-a399-4ee69c68ddeb","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":91,"box":{"x":89,"y":278,"width":833,"height":13}},{"id":"44e3adc1-be8f-4377-8561-a27ce46da023","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":91,"box":{"x":89,"y":293,"width":870,"height":13}},{"id":"ecbc9534-1c4f-4c66-b4ba-0313f8ce5f71","block_type":"box","text":"dividend dates (i.e., the last day the holder of a security can sell the security and still receive dividends payable on the","page_number":91,"box":{"x":89,"y":308,"width":818,"height":13}},{"id":"4cae3c4b-e91e-4965-8163-c39754ef6966","block_type":"box","text":"security).","page_number":91,"box":{"x":89,"y":324,"width":63,"height":12}},{"id":"e5427a11-c546-4a12-ad70-f129d41f37a7","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":91,"box":{"x":88,"y":350,"width":862,"height":12}},{"id":"c6fc391b-3023-41a4-a2f0-cda999824e6f","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":91,"box":{"x":88,"y":365,"width":847,"height":12}},{"id":"0b66e408-d563-4aec-ba90-1684a4ff6587","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":91,"box":{"x":89,"y":380,"width":876,"height":13}},{"id":"0c61a139-fb77-45ac-90cc-54fd123bedda","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":91,"box":{"x":89,"y":395,"width":878,"height":13}},{"id":"ceb7a5d9-6ac8-4983-a5c1-ff86ea21d2f8","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":91,"box":{"x":88,"y":410,"width":874,"height":13}},{"id":"e572b03f-8fcf-4d29-9cf6-b3e52d5b6635","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":91,"box":{"x":88,"y":426,"width":857,"height":12}},{"id":"b0fb1eec-cbb2-4b82-9711-fe810cfee78c","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":91,"box":{"x":89,"y":441,"width":859,"height":12}},{"id":"2fdf31bf-32b4-4a2b-9751-5c38c14e8c9d","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":91,"box":{"x":89,"y":456,"width":844,"height":12}},{"id":"a42e4976-72b9-47d5-8499-f1044f40d192","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":91,"box":{"x":89,"y":471,"width":865,"height":12}},{"id":"467d654f-5389-4ae5-899c-1bfbb5d6d76d","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":91,"box":{"x":89,"y":486,"width":867,"height":12}},{"id":"6abb5fad-206d-4774-a35a-acc87363223d","block_type":"box","text":"and other charges.","page_number":91,"box":{"x":89,"y":501,"width":130,"height":13}},{"id":"0e5c1720-c1bc-4bd6-bbf6-1518c4a3b83d","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":91,"box":{"x":89,"y":528,"width":809,"height":12}},{"id":"43ab6cb3-3bb2-4725-ab2f-48b506327c2d","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":91,"box":{"x":89,"y":543,"width":811,"height":12}},{"id":"5c1b7759-f9af-4f4a-afd3-ea00b7604fb1","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":91,"box":{"x":88,"y":558,"width":869,"height":12}},{"id":"910d3e79-066b-49ba-8923-35ef4418dd13","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":91,"box":{"x":88,"y":573,"width":876,"height":12}},{"id":"6634bc21-ae07-41a5-a517-79945409c5d2","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":91,"box":{"x":89,"y":588,"width":826,"height":12}},{"id":"6fb2ff29-76dd-49dd-874a-0388d711965c","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":91,"box":{"x":89,"y":615,"width":325,"height":9}},{"id":"38d90ea6-988e-4dcb-abcd-baf7b1097766","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":91,"box":{"x":426,"y":615,"width":505,"height":12}},{"id":"df56292e-88ab-417b-b00c-05ae33cb0dd2","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":91,"box":{"x":89,"y":630,"width":854,"height":12}},{"id":"6f13dd25-8507-45f2-bbe4-9abd10c7af31","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":91,"box":{"x":88,"y":645,"width":866,"height":12}},{"id":"2be6d837-af04-4422-99a6-ce240edec02c","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":91,"box":{"x":89,"y":660,"width":685,"height":12}},{"id":"cf8a09cf-aec2-4615-ae73-b8dedde0958d","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":91,"box":{"x":89,"y":686,"width":800,"height":13}},{"id":"2d2d3eaa-73a2-4e6d-bc62-117ca0e01582","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":91,"box":{"x":88,"y":702,"width":869,"height":12}},{"id":"66183747-26c1-422a-ac23-7933d12104dc","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":91,"box":{"x":89,"y":717,"width":831,"height":12}},{"id":"2d6e1f81-c550-4e60-b23f-e104604646b7","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":91,"box":{"x":89,"y":732,"width":853,"height":12}},{"id":"adb5c8c2-0d3e-4dd0-82cf-1ae8db735823","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":91,"box":{"x":88,"y":747,"width":873,"height":12}},{"id":"d16a6c4c-f29c-42a3-accc-23927f8dce16","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":91,"box":{"x":89,"y":762,"width":874,"height":12}},{"id":"ed01e62e-d7dd-4e07-b254-aafc4e9ecede","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":91,"box":{"x":88,"y":777,"width":817,"height":12}},{"id":"3bd4e29a-c7d8-4eff-b9ff-a48916caaa61","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":91,"box":{"x":89,"y":792,"width":824,"height":13}},{"id":"f8347e32-5aa3-4d58-8dd6-60104b1b2e03","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":91,"box":{"x":89,"y":807,"width":338,"height":13}},{"id":"92f0350b-785a-4c8a-b4a1-39ff0b25cbb7","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":91,"box":{"x":88,"y":834,"width":810,"height":12}},{"id":"74192301-fd34-4998-8d7b-563e806ed212","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":91,"box":{"x":89,"y":849,"width":866,"height":12}},{"id":"a4d37d2c-2cb7-4a0e-8c2a-84d1f379a689","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":91,"box":{"x":89,"y":864,"width":636,"height":12}},{"id":"b852c678-72fb-463c-b9a3-905562446da1","block_type":"box","text":"74","page_number":91,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dc0c65bf-0b0c-4018-bcab-08b0fdc1935d","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":92,"box":{"x":88,"y":44,"width":856,"height":12}},{"id":"aad91fd4-6f5b-4696-9b69-a3f89cc2fb77","block_type":"box","text":"above):","page_number":92,"box":{"x":89,"y":59,"width":50,"height":12}},{"id":"01fb4f6c-f4c7-422e-b020-51a4edade8f4","block_type":"box","text":"Standard Creation","page_number":92,"box":{"x":395,"y":89,"width":104,"height":7}},{"id":"e1cb44f5-4deb-4b26-85e6-5bb17e9f2c90","block_type":"box","text":"Transaction Fee","page_number":92,"box":{"x":402,"y":99,"width":90,"height":7}},{"id":"da8c3a6d-917c-402a-b1cd-c9b2ca247888","block_type":"box","text":"Maximum Additional","page_number":92,"box":{"x":540,"y":89,"width":120,"height":7}},{"id":"a6822068-24ac-49c3-81de-ad21bbc48909","block_type":"box","text":"Charge*","page_number":92,"box":{"x":576,"y":99,"width":48,"height":10}},{"id":"6fa63a84-3c88-402e-881b-f32e5d9a5632","block_type":"box","text":"$15,000 7.0%","page_number":92,"box":{"x":420,"y":121,"width":204,"height":11}},{"id":"781f6d07-5eee-49cd-b666-510c576496d2","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":92,"box":{"x":118,"y":160,"width":329,"height":10}},{"id":"4564a1a3-8c16-4321-83ef-6850d99affc4","block_type":"box","text":"Redemption of Creation Units.","page_number":92,"box":{"x":89,"y":184,"width":216,"height":12}},{"id":"fafc531a-e222-48cc-86b0-3e7faf4e4402","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":92,"box":{"x":88,"y":210,"width":851,"height":13}},{"id":"e1fcb80a-72c1-4ccc-ace4-0d088394deed","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":92,"box":{"x":89,"y":225,"width":861,"height":13}},{"id":"8a72414a-3a0e-44d5-a450-bbdefc889e84","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":92,"box":{"x":89,"y":240,"width":873,"height":13}},{"id":"048ea89f-06d0-47ac-a915-0b479d2ce957","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":92,"box":{"x":89,"y":256,"width":855,"height":12}},{"id":"92cf6e83-a054-48e3-9cc0-e30933eee2df","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":92,"box":{"x":89,"y":271,"width":878,"height":12}},{"id":"ee5a9a82-e181-4b6c-978d-fe93c5d33860","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":92,"box":{"x":89,"y":286,"width":649,"height":12}},{"id":"e6cb6f5f-9315-429b-8d27-bf0328fbdfcc","block_type":"box","text":"The Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":92,"box":{"x":88,"y":312,"width":680,"height":13}},{"id":"23fc5056-3822-4fac-971f-722165553b2a","block_type":"box","text":"Cash Redemption Method","page_number":92,"box":{"x":773,"y":312,"width":183,"height":13}},{"id":"466902f5-cc0e-4f19-819a-43ae6f0cac30","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":92,"box":{"x":89,"y":327,"width":864,"height":13}},{"id":"59eafa56-a26b-44c4-bc40-b00a4eb8fa9a","block_type":"box","text":"Units of the Fund.","page_number":92,"box":{"x":89,"y":342,"width":123,"height":10}},{"id":"7101f646-891f-481d-aefa-7a90ba7966c1","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":92,"box":{"x":88,"y":369,"width":847,"height":12}},{"id":"1393aed0-9f71-4e9e-a541-1d75ac392b86","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":92,"box":{"x":89,"y":384,"width":849,"height":12}},{"id":"9f8637f3-65de-4173-a849-77bf330c32b4","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":92,"box":{"x":88,"y":399,"width":841,"height":13}},{"id":"5cd5a6c7-714e-4ad5-b053-3021bead5357","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":92,"box":{"x":89,"y":414,"width":878,"height":13}},{"id":"8aef8fad-a472-4a09-a467-9d8791745a56","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":92,"box":{"x":89,"y":429,"width":833,"height":13}},{"id":"a614aa0b-b485-44f5-9849-5e7a10cd1976","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":92,"box":{"x":88,"y":445,"width":855,"height":12}},{"id":"1fc5342c-a242-40a5-af47-e074f77a9c64","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":92,"box":{"x":89,"y":460,"width":843,"height":12}},{"id":"e670a2dd-534b-40bb-8d27-6b5958b32fed","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":92,"box":{"x":88,"y":475,"width":738,"height":12}},{"id":"df1b78a4-bbf2-4abd-b9e2-8593e7030656","block_type":"box","text":"Unless cash redemptions are available or specified for the Fund, the redemption proceeds for a Creation Unit generally","page_number":92,"box":{"x":89,"y":501,"width":826,"height":13}},{"id":"691270eb-5316-44fa-87d1-26be3aec30e6","block_type":"box","text":"consist of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares","page_number":92,"box":{"x":89,"y":516,"width":872,"height":13}},{"id":"c99b0211-7b69-4626-9f2c-4790c5c0d43b","block_type":"box","text":"being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund","page_number":92,"box":{"x":89,"y":531,"width":810,"height":13}},{"id":"140d58b7-da96-45f9-aa58-73080855458a","block_type":"box","text":"Securities, less a redemption transaction fee (as described below).","page_number":92,"box":{"x":88,"y":547,"width":462,"height":12}},{"id":"b2663777-baa4-4808-a6eb-124073e0f98f","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":92,"box":{"x":88,"y":573,"width":874,"height":12}},{"id":"a379af10-003f-4704-97d7-a8f9c293702e","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":92,"box":{"x":89,"y":588,"width":825,"height":12}},{"id":"b12cf9ef-bb64-4d47-8cb9-eee35cf3c3e3","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":92,"box":{"x":88,"y":603,"width":823,"height":13}},{"id":"62f0ec87-72da-4af5-a913-a6d06c725201","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":92,"box":{"x":89,"y":618,"width":863,"height":13}},{"id":"5278378e-94d5-450d-b2bf-0c7eb25a0096","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":92,"box":{"x":88,"y":633,"width":880,"height":13}},{"id":"4669d34b-b7ac-4f59-a565-e1ecbed5a487","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":92,"box":{"x":89,"y":649,"width":868,"height":12}},{"id":"f7f040e4-34e6-40b8-a05b-7f51d8de7d5d","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":92,"box":{"x":89,"y":664,"width":867,"height":12}},{"id":"1a2aed61-4281-4ccb-b351-ac9047796b5a","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":92,"box":{"x":89,"y":679,"width":855,"height":12}},{"id":"3cce3cb5-6d44-42b8-9bb8-5293deaa078d","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":92,"box":{"x":88,"y":694,"width":815,"height":12}},{"id":"8fce42fe-1c33-4ea1-92ba-aeec9aa17259","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":92,"box":{"x":89,"y":709,"width":867,"height":12}},{"id":"d8ef9ede-4345-4018-b2bc-ed1e6dcc4036","block_type":"box","text":"redeems Creation Units for Fund Securities, but the Fund reserves the right to utilize a cash option for redemption of Creation","page_number":92,"box":{"x":89,"y":724,"width":875,"height":13}},{"id":"e400a65d-1839-4190-8bc0-ade13a6a18a2","block_type":"box","text":"Units. The Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities that differs","page_number":92,"box":{"x":89,"y":739,"width":872,"height":13}},{"id":"0f705c65-46f0-4f91-a34f-29c548c470ee","block_type":"box","text":"from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also be modified","page_number":92,"box":{"x":88,"y":754,"width":868,"height":13}},{"id":"4dff5e3a-31e2-433d-85c6-85f0748bbc70","block_type":"box","text":"to minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption Basket through","page_number":92,"box":{"x":88,"y":770,"width":876,"height":12}},{"id":"8d3e9ff1-8d53-47fb-8d88-3de09d81e449","block_type":"box","text":"systematically rounding. The rounding methodology allows position sizes of securities in the Fund Securities to be “rounded","page_number":92,"box":{"x":89,"y":785,"width":868,"height":12}},{"id":"64ae74f7-de45-42ba-8164-8f6e2358c3ab","block_type":"box","text":"up,” while limiting the maximum allowed percentage change in weight and share quantity of any given security in the","page_number":92,"box":{"x":89,"y":800,"width":823,"height":12}},{"id":"0aef2652-9e90-4f8b-819a-c553d5bda15d","block_type":"box","text":"Redemption Basket. Redemption Baskets may also be modified to position a fund towards a forward index rebalance to","page_number":92,"box":{"x":89,"y":815,"width":833,"height":12}},{"id":"08f96193-2d66-4124-b634-81389ffadde6","block_type":"box","text":"reflect revisions that account for index additions, deletions, and re-weights.","page_number":92,"box":{"x":89,"y":830,"width":526,"height":12}},{"id":"be740c5d-43bf-42ad-bb1b-9b31ea1fe86b","block_type":"box","text":"75","page_number":92,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"b3831bd9-170f-4048-a65a-eca883029127","block_type":"box","text":"Cash Redemption Method.","page_number":93,"box":{"x":89,"y":44,"width":191,"height":12}},{"id":"f5f6800c-b4cc-44e8-9b52-846db60e6425","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":93,"box":{"x":293,"y":44,"width":661,"height":12}},{"id":"086ec209-a0e0-400e-90b7-c14cc4605eb7","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for the Fund, they will be","page_number":93,"box":{"x":89,"y":59,"width":823,"height":12}},{"id":"198a0047-c37d-4dcb-b516-6bb5ff3f2b99","block_type":"box","text":"effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the","page_number":93,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"7c7e18ae-bfd3-4dc6-8da2-ea4f2dd3e447","block_type":"box","text":"Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind","page_number":93,"box":{"x":88,"y":89,"width":837,"height":13}},{"id":"56018795-3fa0-4a59-b2d5-3fefe6fceaba","block_type":"box","text":"redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":93,"box":{"x":89,"y":104,"width":528,"height":13}},{"id":"bfd9ce6d-3479-4b17-ba19-0f4ee37dc8ba","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":93,"box":{"x":89,"y":131,"width":351,"height":12}},{"id":"df93c3d4-a7db-47ae-9240-7ef2215d7aeb","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the","page_number":93,"box":{"x":88,"y":157,"width":866,"height":13}},{"id":"31295cba-a127-4df0-b455-db9df2579a75","block_type":"box","text":"Fund. The standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized","page_number":93,"box":{"x":89,"y":172,"width":809,"height":13}},{"id":"1edeb86f-33e7-43e2-89b8-b3022d078de3","block_type":"box","text":"Participant redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized","page_number":93,"box":{"x":89,"y":188,"width":866,"height":12}},{"id":"9b5998c4-49fc-48c5-b69e-cf7a1abda17f","block_type":"box","text":"Participant on the applicable Business Day.","page_number":93,"box":{"x":89,"y":203,"width":297,"height":12}},{"id":"3a07a4f2-bd65-4787-9b1e-d3af0ec8f354","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":93,"box":{"x":89,"y":229,"width":825,"height":12}},{"id":"4089bc1d-a3c7-4c8d-ad4d-10e1496659a1","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":93,"box":{"x":88,"y":244,"width":869,"height":13}},{"id":"ed7d13af-21a8-4ed0-a3bb-0ae4d9340b06","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":93,"box":{"x":89,"y":259,"width":831,"height":13}},{"id":"2780a7ee-b513-4945-96d1-6e26dfa460b4","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":93,"box":{"x":89,"y":274,"width":853,"height":13}},{"id":"c23fbaeb-d450-4665-92e7-200826c44ae3","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":93,"box":{"x":88,"y":290,"width":873,"height":12}},{"id":"bb3abb69-3235-40f0-9fa2-07139a415913","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":93,"box":{"x":89,"y":305,"width":874,"height":12}},{"id":"c20e4080-4ea8-45b8-9007-583065f5f253","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":93,"box":{"x":88,"y":320,"width":817,"height":12}},{"id":"d51a3718-19f7-4672-8960-e56f2b46b470","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":93,"box":{"x":89,"y":335,"width":824,"height":12}},{"id":"e6006221-d092-474d-af75-258795d59b94","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":93,"box":{"x":89,"y":350,"width":338,"height":12}},{"id":"715b8f50-abee-4207-ba59-2a41e0098be9","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":93,"box":{"x":88,"y":376,"width":850,"height":13}},{"id":"a0588535-3d1a-491e-8d50-94f977b35d74","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":93,"box":{"x":89,"y":392,"width":852,"height":12}},{"id":"b02e543c-e32b-4766-8c35-751c21a50390","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":93,"box":{"x":89,"y":407,"width":870,"height":12}},{"id":"bd01eee9-a30c-421c-b045-fee0941c5d83","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":93,"box":{"x":88,"y":433,"width":809,"height":13}},{"id":"f56d3b25-735d-46f8-96b2-7997cc5f1d9c","block_type":"box","text":"described above):","page_number":93,"box":{"x":89,"y":448,"width":122,"height":13}},{"id":"008623fb-4018-43d1-b993-b08d43f02956","block_type":"box","text":"Standard Redemption","page_number":93,"box":{"x":385,"y":478,"width":125,"height":10}},{"id":"fea552f1-c222-4cc0-bd3c-03f38a39420f","block_type":"box","text":"Transaction Fee","page_number":93,"box":{"x":402,"y":489,"width":90,"height":7}},{"id":"e3728fee-9959-42b0-891c-32131e7c24a2","block_type":"box","text":"Maximum Additional","page_number":93,"box":{"x":550,"y":478,"width":121,"height":8}},{"id":"2e71f3ec-3343-4ebf-9053-3ad6477a4658","block_type":"box","text":"Charge*","page_number":93,"box":{"x":587,"y":488,"width":48,"height":10}},{"id":"3ceedd2c-818a-4e4a-81fd-12959d057835","block_type":"box","text":"$15,000 2.0%","page_number":93,"box":{"x":420,"y":510,"width":216,"height":11}},{"id":"64e6a732-8788-40fa-ae7e-6c1238567b20","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":93,"box":{"x":118,"y":550,"width":628,"height":10}},{"id":"fcfa0e47-d30c-4a58-bfee-be32d2954f7b","block_type":"box","text":"Placement of Redemption Orders.","page_number":93,"box":{"x":89,"y":573,"width":243,"height":12}},{"id":"a45a6964-378c-4a19-9c80-19ea33a8aea5","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":93,"box":{"x":342,"y":573,"width":623,"height":12}},{"id":"30f15b3c-8bc5-4d95-8372-b847d53d11a3","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":93,"box":{"x":89,"y":588,"width":877,"height":12}},{"id":"a83d6f12-eeff-4081-9dae-ed9c0628802f","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":93,"box":{"x":89,"y":603,"width":860,"height":13}},{"id":"6365e467-7e8f-49e5-a72b-b8077110b17b","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":93,"box":{"x":88,"y":618,"width":850,"height":13}},{"id":"abc2d429-bc55-4ed7-ae21-666334cefa80","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":93,"box":{"x":89,"y":633,"width":842,"height":13}},{"id":"5ec4cc1c-40e4-48af-8141-0fba4da44d91","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":93,"box":{"x":89,"y":649,"width":851,"height":12}},{"id":"5c7dfc01-9f98-4b4d-91e5-c667eee816bf","block_type":"box","text":"Participants upon request.","page_number":93,"box":{"x":89,"y":664,"width":182,"height":12}},{"id":"30a182d9-402e-4443-9d12-7e25ccb56258","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":93,"box":{"x":88,"y":690,"width":879,"height":13}},{"id":"1b4066a7-e27a-46a5-96e9-23b21f02053a","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":93,"box":{"x":89,"y":705,"width":869,"height":13}},{"id":"2e41ce0f-60b0-4d03-8e67-c79980d96a91","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":93,"box":{"x":89,"y":720,"width":825,"height":13}},{"id":"8030cd9b-f670-491f-87ad-3010c2350043","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":93,"box":{"x":89,"y":736,"width":823,"height":12}},{"id":"6241a043-5595-404f-a577-d055f6dfc578","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":93,"box":{"x":88,"y":751,"width":861,"height":12}},{"id":"15f25b02-dde9-411a-b9e0-18735635bf44","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":93,"box":{"x":88,"y":766,"width":877,"height":12}},{"id":"938a138f-6166-41c6-88a8-b81e93855599","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":93,"box":{"x":89,"y":781,"width":857,"height":12}},{"id":"8089b25b-582e-4489-805b-e0b56468d9a9","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":93,"box":{"x":89,"y":796,"width":857,"height":12}},{"id":"fb8a7a5e-6c9e-48c6-b31b-40accc0bd60c","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":93,"box":{"x":89,"y":811,"width":842,"height":12}},{"id":"d18668cd-21ea-4703-958d-ce6c446053e7","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":93,"box":{"x":89,"y":826,"width":585,"height":13}},{"id":"8e62f7a7-d7a5-455b-b9b9-6ef28492eee8","block_type":"box","text":"76","page_number":93,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e261fdb7-6aa0-45a9-8a20-7502014f8e9a","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":94,"box":{"x":88,"y":44,"width":850,"height":12}},{"id":"54cc98f8-339d-47a4-bc7b-72ee935320b7","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":94,"box":{"x":88,"y":59,"width":829,"height":12}},{"id":"f52670c4-494e-4546-a33d-40c0efda5966","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":94,"box":{"x":89,"y":74,"width":833,"height":12}},{"id":"a451e1dc-9fdb-4da5-b8eb-1ee1265cc61b","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":94,"box":{"x":89,"y":89,"width":880,"height":13}},{"id":"04455fb7-e705-4c6f-a292-ec8945e34940","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":94,"box":{"x":89,"y":104,"width":842,"height":13}},{"id":"7b032dab-6b97-4c12-836a-b61557bd84d1","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":94,"box":{"x":88,"y":119,"width":395,"height":13}},{"id":"85712c5e-60b9-4f24-b08f-2665ad50e002","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":94,"box":{"x":89,"y":146,"width":867,"height":12}},{"id":"48361e2b-9b0e-443b-b3a3-77509875b332","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":94,"box":{"x":89,"y":161,"width":840,"height":12}},{"id":"c08f95e8-4c60-49d2-a7ac-1a22793f8273","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":94,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"4faf272e-41c6-4adc-9af4-aa9e7ab135c9","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":94,"box":{"x":88,"y":191,"width":862,"height":13}},{"id":"0d25b6e1-3efd-45aa-ab93-93a9f4298248","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":94,"box":{"x":88,"y":206,"width":833,"height":13}},{"id":"7ebe601b-3416-44c2-a327-d74e087636ff","block_type":"box","text":"submitting the redemption request.","page_number":94,"box":{"x":89,"y":222,"width":248,"height":12}},{"id":"8da38eb4-1d4f-40f1-92c9-85709f723043","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":94,"box":{"x":88,"y":248,"width":854,"height":12}},{"id":"1b0b05d9-1849-4d5b-8af5-e611efe36080","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":94,"box":{"x":89,"y":263,"width":837,"height":12}},{"id":"33db5c15-fa53-4f9d-8efb-7514d8fac67f","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":94,"box":{"x":88,"y":278,"width":836,"height":13}},{"id":"660337ca-d917-406e-9f4c-db4987f0ed54","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within two Business Days (i.e., “T+2”). However, the Fund","page_number":94,"box":{"x":89,"y":305,"width":869,"height":12}},{"id":"b7ee54bf-fd1f-4981-90dd-feb51e5956ab","block_type":"box","text":"reserves the right to settle redemption transactions on a different basis, if necessary or appropriate under the circumstances","page_number":94,"box":{"x":89,"y":320,"width":868,"height":12}},{"id":"c9a01e94-1efb-42fb-a1e0-34f152c4d553","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":94,"box":{"x":89,"y":335,"width":833,"height":12}},{"id":"00cba3f5-abb1-4f92-8fd6-7ae2577d3e0c","block_type":"box","text":"holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and","page_number":94,"box":{"x":89,"y":350,"width":844,"height":12}},{"id":"389e9aab-5320-4ae2-a9c9-01cf10c01875","block_type":"box","text":"dividend ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the","page_number":94,"box":{"x":89,"y":365,"width":846,"height":12}},{"id":"c1963423-5b09-4ef8-8dc3-cf4796ceb07b","block_type":"box","text":"security).","page_number":94,"box":{"x":89,"y":380,"width":63,"height":13}},{"id":"218fceae-77a0-446a-a722-82c8e5ebca92","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":94,"box":{"x":89,"y":407,"width":826,"height":12}},{"id":"cf74cc69-de20-432e-bcb3-eeb2a140d71f","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":94,"box":{"x":89,"y":422,"width":856,"height":12}},{"id":"8722db7c-6ee5-40c5-8926-3ebf55461cc5","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":94,"box":{"x":89,"y":437,"width":875,"height":12}},{"id":"39736aef-f810-45aa-8ad4-5ef1fe965795","block_type":"box","text":"in its discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its","page_number":94,"box":{"x":89,"y":452,"width":841,"height":12}},{"id":"3eb571f3-9d87-4438-951c-8f82175f6abe","block_type":"box","text":"redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares","page_number":94,"box":{"x":89,"y":467,"width":868,"height":13}},{"id":"b4911a77-4d7d-4350-87bd-11f6124713f6","block_type":"box","text":"based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption","page_number":94,"box":{"x":89,"y":482,"width":869,"height":13}},{"id":"7fdff966-afb1-41bf-a070-76a1ca4eb1f7","block_type":"box","text":"transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs associated","page_number":94,"box":{"x":88,"y":497,"width":870,"height":13}},{"id":"d08c7982-991b-403c-9e1b-4096f7ed5aa9","block_type":"box","text":"with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with","page_number":94,"box":{"x":88,"y":513,"width":822,"height":12}},{"id":"01bf6c7f-8c34-45db-8139-4d34eaf2caae","block_type":"box","text":"applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)","page_number":94,"box":{"x":89,"y":528,"width":820,"height":12}},{"id":"022d3301-ba90-42a3-bb60-603f03fc7ed4","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":94,"box":{"x":89,"y":543,"width":812,"height":12}},{"id":"4ca1be07-0efe-4575-be0e-b6016b64cefe","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":94,"box":{"x":88,"y":558,"width":746,"height":12}},{"id":"70a1b492-edbb-442e-90a3-a778a69832ac","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units in the event that cash redemptions are","page_number":94,"box":{"x":88,"y":584,"width":845,"height":13}},{"id":"2c80fa28-b10a-4b8f-8147-a7eb8bfb06cf","block_type":"box","text":"permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as","page_number":94,"box":{"x":89,"y":599,"width":804,"height":13}},{"id":"75abfd58-ef72-402c-92ae-17ce679d029c","block_type":"box","text":"practicable after the date of redemption (within seven calendar days thereafter). If the Fund includes a foreign investment in","page_number":94,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"af78b573-bbf7-4894-b9b7-ca4021cdbbcc","block_type":"box","text":"its basket, and if a local market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring","page_number":94,"box":{"x":89,"y":630,"width":837,"height":12}},{"id":"3e9f403e-1f48-4523-ae63-7dcf094104ad","block_type":"box","text":"foreign investments to redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a","page_number":94,"box":{"x":88,"y":645,"width":870,"height":12}},{"id":"828e3340-5ea0-481d-9ae0-5f8cbb7f6836","block_type":"box","text":"redemption request, the Fund may delay delivery of the foreign investment more than seven days if the Fund delivers the","page_number":94,"box":{"x":89,"y":660,"width":843,"height":12}},{"id":"d5253fd2-41f6-4370-9267-42fc690f7559","block_type":"box","text":"foreign investment as soon as practicable, but in no event later than 15 days.","page_number":94,"box":{"x":88,"y":675,"width":536,"height":12}},{"id":"b7b5ac12-56ea-4a10-8c4f-dfb26c9c1f6c","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":94,"box":{"x":88,"y":702,"width":825,"height":12}},{"id":"8bcf5cbd-7115-4dc3-a2df-0f424e96d50f","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":94,"box":{"x":88,"y":717,"width":872,"height":12}},{"id":"3f19fad8-9dea-4b04-ab09-58a3cef06cb8","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":94,"box":{"x":89,"y":732,"width":862,"height":12}},{"id":"f231958a-b4b6-4480-ad6a-b11f920e9533","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":94,"box":{"x":89,"y":747,"width":870,"height":12}},{"id":"ef051376-8001-43cb-bf08-93c63a9515bc","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":94,"box":{"x":88,"y":762,"width":853,"height":12}},{"id":"10b9a0cd-18ee-4b0f-9ac5-761c6c29759a","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":94,"box":{"x":89,"y":777,"width":851,"height":12}},{"id":"6ad043e7-9d52-4129-862c-a82502c56592","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":94,"box":{"x":89,"y":792,"width":858,"height":13}},{"id":"4f66f43a-8b06-484b-be15-a268e6e3e325","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":94,"box":{"x":89,"y":807,"width":858,"height":13}},{"id":"1144d901-81f4-40ec-b74d-d2a65ead0084","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":94,"box":{"x":88,"y":822,"width":860,"height":13}},{"id":"84568fd5-1d30-45f0-9c20-ed1df83ccd9e","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":94,"box":{"x":89,"y":838,"width":853,"height":12}},{"id":"b0f3a6f1-de25-489f-ab1c-3ab0a7c470be","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":94,"box":{"x":89,"y":853,"width":874,"height":12}},{"id":"3504af5e-22ea-489a-b39f-98169b88aa45","block_type":"box","text":"77","page_number":94,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"617dfd71-e589-4eb6-bd88-b55b336e5232","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":95,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"b9756171-6309-4ecf-b024-fe347e9c1b0a","block_type":"box","text":"related brokerage and other charges.","page_number":95,"box":{"x":89,"y":59,"width":257,"height":12}},{"id":"c233cb5b-0082-43e5-baa5-cced51ed37ed","block_type":"box","text":"Because the portfolio securities of the Fund may trade on exchange(s) on days that the Listing Exchange is closed or are","page_number":95,"box":{"x":89,"y":85,"width":841,"height":13}},{"id":"47038a80-226a-455a-ae93-10728ce98669","block_type":"box","text":"otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund or purchase or","page_number":95,"box":{"x":89,"y":101,"width":858,"height":12}},{"id":"8674b7d9-dc6a-4e15-be4f-2ace6ee4747d","block_type":"box","text":"sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected by events in","page_number":95,"box":{"x":89,"y":116,"width":877,"height":12}},{"id":"fed6ad26-3a1f-4466-ba96-49c1cc9df6d1","block_type":"box","text":"the relevant non-U.S. markets.","page_number":95,"box":{"x":88,"y":131,"width":212,"height":10}},{"id":"f4be0691-eb04-4e93-8874-9aa0f26c2e17","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":95,"box":{"x":88,"y":157,"width":849,"height":13}},{"id":"a660fcba-69d0-4ff6-8d16-f145348f5d1f","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":95,"box":{"x":89,"y":172,"width":867,"height":13}},{"id":"d6c1107d-a5ca-405a-a11f-190689094346","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":95,"box":{"x":88,"y":188,"width":863,"height":12}},{"id":"96c72166-3687-4005-a563-4a26d994da2a","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":95,"box":{"x":89,"y":203,"width":810,"height":12}},{"id":"54d81014-3cbe-4860-8ee5-8f01d75002aa","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":95,"box":{"x":89,"y":218,"width":511,"height":12}},{"id":"cb8d5bd9-2ddb-4b1a-9dd9-df640d0aa41d","block_type":"box","text":"Custom Baskets.","page_number":95,"box":{"x":89,"y":244,"width":118,"height":10}},{"id":"6b5b2212-740f-405d-8d51-5d219778ffa7","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund may accept “custom baskets.” A custom basket","page_number":95,"box":{"x":216,"y":244,"width":746,"height":13}},{"id":"b7da5910-41d6-43f7-947a-eac0972da941","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":95,"box":{"x":89,"y":259,"width":833,"height":13}},{"id":"a72fd607-b59b-4563-928f-5ae63e7ea859","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":95,"box":{"x":89,"y":274,"width":873,"height":13}},{"id":"e228cbd5-bfc2-4ee8-b9c6-cb0bee1d6f7e","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":95,"box":{"x":89,"y":290,"width":871,"height":12}},{"id":"37274f44-846c-468c-a767-85d454cb4a3b","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":95,"box":{"x":89,"y":305,"width":865,"height":12}},{"id":"cf68075f-785e-4066-87d3-b3004c6c7d13","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":95,"box":{"x":89,"y":320,"width":823,"height":12}},{"id":"5e028f56-b4c9-4830-b5b2-af618aac03ad","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":95,"box":{"x":89,"y":335,"width":874,"height":12}},{"id":"3c44e73d-71c2-42a8-af5b-7f87841a5a35","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":95,"box":{"x":89,"y":350,"width":871,"height":12}},{"id":"0eb29811-efd0-4b85-a839-241d2ee9d14d","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":95,"box":{"x":89,"y":365,"width":869,"height":12}},{"id":"ca47628c-2dbc-42da-b312-d670adee7954","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":95,"box":{"x":89,"y":380,"width":870,"height":13}},{"id":"f8770dbf-2c26-4078-95d4-d13d926c4f34","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":95,"box":{"x":89,"y":395,"width":845,"height":13}},{"id":"3cd2832d-cad1-4bc2-a602-d66455d78663","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":95,"box":{"x":89,"y":410,"width":877,"height":13}},{"id":"8745f1ac-c72c-4bfa-9c79-e816ca38fae9","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":95,"box":{"x":89,"y":426,"width":710,"height":12}},{"id":"48feefb9-2403-4dd9-ae8a-d07446b61eaf","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":95,"box":{"x":88,"y":452,"width":418,"height":12}},{"id":"92688a9a-a81c-4811-8518-1fa3763f5c24","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":95,"box":{"x":519,"y":452,"width":445,"height":12}},{"id":"5ff5495b-e56a-4f7f-bc04-bce752bcf043","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":95,"box":{"x":89,"y":467,"width":864,"height":13}},{"id":"d35a52bd-9073-4542-aedf-14d5c271d07e","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":95,"box":{"x":88,"y":482,"width":869,"height":13}},{"id":"ffa259ad-58fe-4ae3-96d5-95bb0f0fb298","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":95,"box":{"x":89,"y":497,"width":870,"height":13}},{"id":"61d9ad85-1212-4e29-9436-e283b14ddf9a","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":95,"box":{"x":88,"y":513,"width":753,"height":12}},{"id":"d59efd81-b777-45d3-975d-a7ed8155a58e","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":95,"box":{"x":89,"y":539,"width":829,"height":12}},{"id":"2a9e0cf2-515b-4e43-b815-3c8621c49782","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":95,"box":{"x":89,"y":554,"width":861,"height":12}},{"id":"20c44823-bdef-41b4-9919-2ce2393ecd8e","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":95,"box":{"x":89,"y":569,"width":859,"height":13}},{"id":"6deca933-3e33-4cdf-92e7-4fdcd9b96412","block_type":"box","text":"assets.","page_number":95,"box":{"x":89,"y":586,"width":45,"height":8}},{"id":"7b6c3fa4-4ad4-442e-a40d-979b466a6e57","block_type":"box","text":"78","page_number":95,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ae128f8e-ab53-41b8-b31f-4661cb13e531","block_type":"box","text":"Taxes","page_number":96,"box":{"x":88,"y":46,"width":94,"height":22}},{"id":"338b3e24-c797-425e-8de0-45272e2d7a0a","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":96,"box":{"x":88,"y":85,"width":878,"height":13}},{"id":"af71f370-9eb8-446f-b2b7-696e547c07fa","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":96,"box":{"x":89,"y":101,"width":862,"height":12}},{"id":"4ebb0d9b-a8f6-4ba5-a6bd-de4e8e66a619","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":96,"box":{"x":88,"y":116,"width":823,"height":12}},{"id":"26773aac-63f1-45db-b3d6-40f33b899a40","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":96,"box":{"x":89,"y":131,"width":846,"height":12}},{"id":"aa0d3251-d99f-47b0-8a2a-f04fdac0379e","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":96,"box":{"x":89,"y":146,"width":834,"height":12}},{"id":"bf258c6b-ab85-4f93-8fea-ee8550b1f757","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":96,"box":{"x":89,"y":161,"width":824,"height":12}},{"id":"6213088c-2e50-4159-8f09-db0403e10556","block_type":"box","text":"retroactive effect.","page_number":96,"box":{"x":89,"y":176,"width":119,"height":10}},{"id":"2dade91d-554b-4719-8fe6-4cdd3271d8cb","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":96,"box":{"x":89,"y":203,"width":338,"height":12}},{"id":"65aa0fc4-19ab-40db-b33e-ebb8bc9b3bfd","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":96,"box":{"x":436,"y":203,"width":459,"height":12}},{"id":"1594bde9-1871-4391-b167-460d404969c8","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":96,"box":{"x":88,"y":218,"width":877,"height":12}},{"id":"0689d56b-02af-485a-9044-30169b1a2ceb","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":96,"box":{"x":89,"y":233,"width":851,"height":12}},{"id":"3ff07d4c-129b-45f7-b43e-ca59663c58ba","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":96,"box":{"x":89,"y":248,"width":850,"height":12}},{"id":"090dbb31-6d6b-4c76-a4be-7bbfb44e834a","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":96,"box":{"x":89,"y":263,"width":839,"height":12}},{"id":"e6f799a3-4c2b-4baa-a921-9ee7d930e5f8","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":96,"box":{"x":89,"y":278,"width":836,"height":13}},{"id":"988e4b41-6046-4d36-a758-3bfc233d374a","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":96,"box":{"x":88,"y":293,"width":868,"height":13}},{"id":"f8cf4487-826c-44fe-ba8c-7e1d9c884aba","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":96,"box":{"x":89,"y":308,"width":502,"height":13}},{"id":"a63423ff-ad49-45eb-a93e-78de3c32e8f2","block_type":"box","text":"i.e.,","page_number":96,"box":{"x":592,"y":309,"width":22,"height":11}},{"id":"e92d1774-5a21-4093-a07a-17e7536becbe","block_type":"box","text":"partnerships that are traded on an established","page_number":96,"box":{"x":620,"y":308,"width":322,"height":13}},{"id":"233c602b-b3d5-403b-b569-b62fcb00853d","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":96,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"1b1d91bc-925e-417e-9904-486d5932dc79","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":96,"box":{"x":89,"y":339,"width":845,"height":12}},{"id":"dc66057d-96fc-412d-96bf-7e2040156fda","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":96,"box":{"x":89,"y":354,"width":845,"height":12}},{"id":"76bc0396-c11f-449d-999c-9c8a2845573d","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":96,"box":{"x":89,"y":369,"width":879,"height":12}},{"id":"52b5c435-f943-4f39-b199-950cbc74a59f","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":96,"box":{"x":89,"y":384,"width":853,"height":12}},{"id":"e3625662-54ae-426a-aaa0-a7352c128008","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":96,"box":{"x":89,"y":399,"width":858,"height":13}},{"id":"1f0a24ec-6cc2-49d9-acc1-04e18c7b8012","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":96,"box":{"x":88,"y":414,"width":852,"height":13}},{"id":"e3fbe1e0-fd55-40ad-b991-e76a82f692c9","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":96,"box":{"x":89,"y":429,"width":865,"height":13}},{"id":"c0d69edf-991a-4738-ad53-2e84ce3d8849","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":96,"box":{"x":89,"y":445,"width":875,"height":12}},{"id":"564c3343-fc92-48de-be4f-3c644b4c09e1","block_type":"box","text":"partnerships.","page_number":96,"box":{"x":89,"y":460,"width":90,"height":12}},{"id":"6fc7aa52-f0ff-4969-a88b-bd37d41a48f5","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":96,"box":{"x":88,"y":486,"width":852,"height":12}},{"id":"dd8ed546-f0ba-4a76-b688-8d2e1066f962","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":96,"box":{"x":89,"y":501,"width":858,"height":13}},{"id":"f7f2d91a-1ca6-4c76-8624-959d39632366","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":96,"box":{"x":88,"y":516,"width":859,"height":13}},{"id":"3deb6c10-b3bd-444f-ae4f-dc6cf1416b19","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":96,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"0b138a54-5d77-47c1-806e-20523f8c1ff3","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":96,"box":{"x":88,"y":558,"width":854,"height":12}},{"id":"d0cd4d91-62d4-4440-996d-6c1fa8250eed","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":96,"box":{"x":88,"y":573,"width":791,"height":12}},{"id":"eca3afc5-89e3-4259-9050-1550e42acaf1","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":96,"box":{"x":89,"y":588,"width":864,"height":12}},{"id":"b4b80bcb-4133-4905-83aa-610b92f6564f","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":96,"box":{"x":89,"y":603,"width":355,"height":13}},{"id":"0f7ae49f-fe7a-4691-ba78-bc27ede82374","block_type":"box","text":"Taxation of RICs.","page_number":96,"box":{"x":88,"y":630,"width":121,"height":10}},{"id":"0f81ca06-3144-4c44-becf-7f6603456e7c","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":96,"box":{"x":218,"y":630,"width":724,"height":12}},{"id":"3d392fbb-3b0d-444a-82df-1a3db2c02688","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":96,"box":{"x":89,"y":645,"width":871,"height":12}},{"id":"bd8768a5-b460-4653-a53b-eecd81c1a947","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":96,"box":{"x":88,"y":660,"width":867,"height":12}},{"id":"0d7c1047-7dfc-490d-9649-ce0a3bc4ae34","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":96,"box":{"x":89,"y":675,"width":874,"height":12}},{"id":"85afaf35-2941-4344-914b-5f94ee72c6f6","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":96,"box":{"x":89,"y":690,"width":847,"height":13}},{"id":"55f3ca52-610f-4bd8-a04c-83e8933b2e70","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":96,"box":{"x":88,"y":705,"width":879,"height":13}},{"id":"e33a25c1-80c7-4f84-b881-56da7c55e209","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":96,"box":{"x":89,"y":720,"width":807,"height":13}},{"id":"fc65fba1-a8e3-4441-a8af-78bbb4389d80","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":96,"box":{"x":89,"y":736,"width":859,"height":12}},{"id":"0c02c86a-ff1a-4748-a15f-c92794364518","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":96,"box":{"x":89,"y":751,"width":849,"height":12}},{"id":"f3bd7406-8447-4cfd-82a0-48d457aa321b","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":96,"box":{"x":89,"y":766,"width":833,"height":12}},{"id":"27a26bd4-d585-4654-9626-af16ca3e1990","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":96,"box":{"x":89,"y":781,"width":873,"height":12}},{"id":"f548b4be-2757-404f-8366-2e427268e548","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":96,"box":{"x":88,"y":796,"width":865,"height":12}},{"id":"3c26d069-3d58-4d3d-88aa-2e34584f99db","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":96,"box":{"x":89,"y":811,"width":876,"height":12}},{"id":"f2601dc2-6ba1-418d-882d-15cd38c01ce9","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":96,"box":{"x":88,"y":826,"width":874,"height":13}},{"id":"90f7b46e-ba2d-4d2b-876e-bbe4aad21fb7","block_type":"box","text":"79","page_number":96,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"0c631a02-b7f3-4328-a734-67377947a547","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":97,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"9939bc01-7058-44d7-af03-a7e35a91f3de","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":97,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"a1d8e8e1-a6dd-4950-b34a-9ebda9d9489d","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":97,"box":{"x":89,"y":74,"width":878,"height":12}},{"id":"f54e9c90-4364-4ab6-8406-208bc0b9e24c","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":97,"box":{"x":89,"y":89,"width":879,"height":13}},{"id":"07e65d46-1fe4-4ffb-94d1-95cc2e61df32","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":97,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"c9c4218b-aaba-49a1-95d3-e869d985324d","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":97,"box":{"x":89,"y":119,"width":840,"height":13}},{"id":"3690c022-caef-434e-86a7-fadf50fe70dc","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":97,"box":{"x":89,"y":135,"width":774,"height":12}},{"id":"8afc354a-348f-4a60-aefe-74922d5605a0","block_type":"box","text":"Excise Tax.","page_number":97,"box":{"x":89,"y":162,"width":77,"height":9}},{"id":"1240a628-9a5a-4259-a908-8e2ddb40da51","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":97,"box":{"x":174,"y":161,"width":733,"height":12}},{"id":"8752ac5e-eb8b-4405-a031-056ba2f66e7c","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":97,"box":{"x":89,"y":176,"width":867,"height":13}},{"id":"f51e507f-fd29-4c74-a519-0ef08371a811","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":97,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"82c4f81f-c6c8-4b06-9937-1bfa64d556eb","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":97,"box":{"x":89,"y":206,"width":862,"height":13}},{"id":"1513c278-3b48-4e94-a96a-5158f4c28ffc","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":97,"box":{"x":88,"y":222,"width":869,"height":12}},{"id":"00e85ff6-e843-4c7f-aff7-111de73e19b4","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":97,"box":{"x":89,"y":237,"width":735,"height":12}},{"id":"c41c5614-da43-447c-a855-0846de8fcb75","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":97,"box":{"x":89,"y":263,"width":227,"height":12}},{"id":"b0300fc8-bedc-4f21-9239-c3fe15ca8aa4","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":97,"box":{"x":326,"y":263,"width":632,"height":12}},{"id":"38bd68f0-da0d-4194-9c2e-4e7dae258f61","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":97,"box":{"x":89,"y":278,"width":376,"height":13}},{"id":"29490640-23a3-42df-90f4-cb957a3e6173","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":97,"box":{"x":89,"y":305,"width":846,"height":12}},{"id":"8eb8c7bd-25dd-4429-9206-9cd8f76959cb","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":97,"box":{"x":89,"y":320,"width":671,"height":12}},{"id":"e12702bb-11e4-45c8-983c-289ecea42441","block_type":"box","text":"The Fund had net capital loss carryforwards as set forth in the table below as of July 31, 2025, the tax year-end for the Fund:","page_number":97,"box":{"x":88,"y":346,"width":866,"height":13}},{"id":"d7ba57e0-cad7-4fdd-b1ee-d7bf7966d8c6","block_type":"box","text":"Fund","page_number":97,"box":{"x":312,"y":396,"width":28,"height":8}},{"id":"43cb226c-215a-4910-a26f-2c6e41abea19","block_type":"box","text":"Non-Expiring","page_number":97,"box":{"x":667,"y":376,"width":75,"height":10}},{"id":"85597dd7-8f9b-4646-bb87-3b3950f86de9","block_type":"box","text":"Capital Loss","page_number":97,"box":{"x":670,"y":386,"width":69,"height":10}},{"id":"5aaaacb6-2fec-4cb0-9a54-c81f3fdb9e50","block_type":"box","text":"Carryforward","page_number":97,"box":{"x":666,"y":396,"width":76,"height":10}},{"id":"3585978d-7ce7-440d-9066-99d3babe1c53","block_type":"box","text":"iShares Core MSCI Pacific ETF $91,048,629","page_number":97,"box":{"x":312,"y":418,"width":432,"height":11}},{"id":"b8c26307-c09f-4083-8519-0990cab83ecb","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":97,"box":{"x":88,"y":451,"width":216,"height":10}},{"id":"17f1a74f-1e38-43e1-80a9-b9043230cbf3","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":97,"box":{"x":318,"y":451,"width":597,"height":12}},{"id":"dc26d564-e434-4d96-b43d-775d97957044","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":97,"box":{"x":89,"y":466,"width":841,"height":12}},{"id":"3853e508-ed07-4427-b5c9-9da693579a94","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":97,"box":{"x":89,"y":481,"width":851,"height":12}},{"id":"4d8a2594-1a30-4abf-8363-25745de9aec6","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":97,"box":{"x":89,"y":496,"width":858,"height":13}},{"id":"67e851ee-6cf9-4e23-85cd-abfb8a5f0948","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":97,"box":{"x":89,"y":511,"width":856,"height":13}},{"id":"b0468e62-a85f-43ac-a06d-d11a7c8e1a34","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":97,"box":{"x":89,"y":526,"width":437,"height":13}},{"id":"d4d9daf0-72ff-45aa-bb36-337c2d898204","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":97,"box":{"x":88,"y":553,"width":854,"height":12}},{"id":"7bc3e0bc-8b42-4c93-a0c6-65027dc170bf","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":97,"box":{"x":89,"y":568,"width":808,"height":12}},{"id":"61799b4d-5ef3-4785-b573-951a390e3ea4","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":97,"box":{"x":89,"y":583,"width":868,"height":12}},{"id":"cae11a7c-aed9-4ffb-bf88-95f20ef5f1fa","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":97,"box":{"x":89,"y":598,"width":860,"height":13}},{"id":"4f2eba8d-8e1f-4dc8-a7e6-9a0679559e89","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":97,"box":{"x":88,"y":613,"width":824,"height":13}},{"id":"36a19594-63f5-44cc-b3cf-c59b9125e00d","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":97,"box":{"x":89,"y":628,"width":840,"height":13}},{"id":"933bc660-e32c-4530-ae57-57121a56a4a8","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":97,"box":{"x":89,"y":644,"width":877,"height":12}},{"id":"f0926429-6566-4ff1-8bfd-ab69bba527b5","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":97,"box":{"x":88,"y":659,"width":873,"height":12}},{"id":"abf3de7c-ca9a-4d77-bf44-bbb68c1914a9","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":97,"box":{"x":88,"y":674,"width":839,"height":12}},{"id":"595d44dd-ce55-46c2-a38d-3b2a3df348f5","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":97,"box":{"x":89,"y":689,"width":819,"height":12}},{"id":"624034b5-cb40-407b-9276-3e0f918dffec","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":97,"box":{"x":89,"y":704,"width":871,"height":12}},{"id":"4f013c90-2e9d-4149-853b-69d19d73f899","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":97,"box":{"x":89,"y":719,"width":856,"height":13}},{"id":"2a451409-dc67-4881-bff3-4cdf7e03d827","block_type":"box","text":"gains will be entitled to a refund of their","page_number":97,"box":{"x":89,"y":734,"width":278,"height":13}},{"id":"f15e8e53-ab2d-4b52-8043-12ce36c5e1b3","block_type":"box","text":"pro rata","page_number":97,"box":{"x":371,"y":736,"width":56,"height":11}},{"id":"f2a223db-9155-4777-8a66-43e069371744","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":97,"box":{"x":432,"y":734,"width":494,"height":13}},{"id":"58b5bb55-b93d-4c77-b7fa-ee806fe26c5c","block_type":"box","text":"claims for refund with the IRS.","page_number":97,"box":{"x":89,"y":749,"width":210,"height":10}},{"id":"42422286-3622-432d-9732-1d0e37da353f","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":97,"box":{"x":89,"y":776,"width":843,"height":12}},{"id":"e50fb5ae-fd77-44a8-8393-f814286b5eae","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":97,"box":{"x":89,"y":791,"width":854,"height":12}},{"id":"3df45cee-7656-4ad1-a011-4006f172b05b","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":97,"box":{"x":89,"y":806,"width":862,"height":12}},{"id":"e6887b0f-72dd-48f4-bfff-f1e4c184b8ed","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":97,"box":{"x":89,"y":821,"width":824,"height":13}},{"id":"4341873a-9ead-4aed-bf07-ab511613bba4","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":97,"box":{"x":89,"y":836,"width":873,"height":13}},{"id":"e6c0f22f-e072-4b7a-ba62-f0598f384f76","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":97,"box":{"x":89,"y":851,"width":676,"height":13}},{"id":"866e5b6a-a62e-4990-b430-cd937a3e9f5d","block_type":"box","text":"80","page_number":97,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fd13d263-5a20-4ebc-b026-94dd0f499706","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":98,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"2c87e48e-ad6d-40b6-af13-d1f815ca09c9","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":98,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"9d6dc3d9-6763-4ad9-a057-90ea21c42887","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":98,"box":{"x":88,"y":74,"width":850,"height":12}},{"id":"15c82465-e65d-4814-b265-81eaed5940eb","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":98,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"362cc6ce-0bca-4ab4-8ce6-2a9f33152bfc","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":98,"box":{"x":89,"y":104,"width":840,"height":13}},{"id":"82b27e71-714a-4f05-ae05-4a3b04901068","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":98,"box":{"x":89,"y":119,"width":863,"height":13}},{"id":"8b4a3591-dfca-4e2f-97e7-3653c40bc6ed","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":98,"box":{"x":89,"y":135,"width":558,"height":12}},{"id":"19caa5f0-c87b-457b-a46e-83775b1042a5","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":98,"box":{"x":89,"y":161,"width":871,"height":12}},{"id":"c753cb8b-2747-4f40-9a51-b146cc8daeb7","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":98,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"216f6ea5-8191-47f4-a587-920968b13de2","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":98,"box":{"x":89,"y":191,"width":802,"height":13}},{"id":"3856bc69-52b4-4c9a-86b7-972c6c26b2b2","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":98,"box":{"x":89,"y":206,"width":842,"height":13}},{"id":"2d1b270d-be3c-4b00-983c-7778ee56d7ec","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":98,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"582534ce-5d3f-4719-8c1e-e8702605571f","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":98,"box":{"x":88,"y":237,"width":867,"height":12}},{"id":"8a470e5b-466f-4a08-94d9-2d19c983d4a2","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":98,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"f1a5a5b9-161c-4291-bc8e-c75d76674c9c","block_type":"box","text":"such amount.","page_number":98,"box":{"x":89,"y":267,"width":95,"height":10}},{"id":"2c934d4a-923b-4bcf-943d-880800428fe0","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":98,"box":{"x":88,"y":293,"width":854,"height":13}},{"id":"c37b8ee9-3b50-4121-a9b7-8f96918c5cbe","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":98,"box":{"x":89,"y":308,"width":858,"height":13}},{"id":"24568c39-a46f-4b0e-989e-8fadd71e1cfd","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":98,"box":{"x":88,"y":324,"width":269,"height":12}},{"id":"9f284033-3b8c-451e-92d3-f8e865241c64","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":98,"box":{"x":89,"y":350,"width":851,"height":12}},{"id":"7bacbdb4-3e5e-4dd4-a525-77c565fbde37","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":98,"box":{"x":89,"y":365,"width":864,"height":12}},{"id":"298a1fe1-d590-4930-a1a5-c95931be92be","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":98,"box":{"x":89,"y":380,"width":863,"height":13}},{"id":"19b01d48-6241-4f37-b6c0-736eb02cd8f7","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":98,"box":{"x":89,"y":395,"width":866,"height":13}},{"id":"d170f5cc-dd6c-46e5-bb39-a3bc05bb36e4","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":98,"box":{"x":89,"y":410,"width":698,"height":13}},{"id":"eeee8049-1bb5-48ea-91b3-2b61deb8b9b7","block_type":"box","text":"i.e.","page_number":98,"box":{"x":789,"y":411,"width":17,"height":9}},{"id":"d6fd65ff-7b7d-470b-af3d-6b129e42744f","block_type":"box","text":", the date on which a","page_number":98,"box":{"x":808,"y":410,"width":146,"height":12}},{"id":"37cb8691-7e56-44a3-86ac-0b3d39e26bfb","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":98,"box":{"x":89,"y":426,"width":866,"height":12}},{"id":"46ca273c-be03-41e5-af26-8a6a35982ccb","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":98,"box":{"x":89,"y":441,"width":877,"height":12}},{"id":"fab37f8d-255d-40f5-858d-1643bf46a1e0","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":98,"box":{"x":89,"y":456,"width":862,"height":12}},{"id":"3a1ae2d2-63ca-430c-913d-2599b51539bc","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":98,"box":{"x":89,"y":482,"width":858,"height":13}},{"id":"729990ca-18c0-40a9-8fe4-ef0b54a63914","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":98,"box":{"x":89,"y":497,"width":859,"height":13}},{"id":"6ece475c-51d3-4a82-b898-c42e4c8ba8eb","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":98,"box":{"x":89,"y":513,"width":855,"height":12}},{"id":"a5601775-dfeb-41fe-98d7-911b7628db55","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":98,"box":{"x":89,"y":528,"width":868,"height":12}},{"id":"382ce651-548c-4432-ba0a-61ded31537bf","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":98,"box":{"x":89,"y":543,"width":845,"height":12}},{"id":"f95aae3e-b42e-41ee-8f44-cef3e98cb228","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":98,"box":{"x":89,"y":558,"width":870,"height":12}},{"id":"abde570f-d9bb-4b18-9bb8-a7a02d5b757e","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":98,"box":{"x":89,"y":573,"width":504,"height":12}},{"id":"fa73e57f-03bd-4153-acf7-6407a65e8ea3","block_type":"box","text":"Sales of Shares.","page_number":98,"box":{"x":88,"y":599,"width":113,"height":10}},{"id":"62bee6a6-cf3e-4550-aafa-d03d88c169d6","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":98,"box":{"x":210,"y":599,"width":758,"height":13}},{"id":"33233bf8-0218-4b66-9de1-9cb013c2f10d","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":98,"box":{"x":89,"y":615,"width":842,"height":12}},{"id":"8768c325-7403-4abc-ac7a-b8394941f09a","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":98,"box":{"x":89,"y":630,"width":867,"height":12}},{"id":"46bb8529-6808-4764-a4d9-189ce1e9d171","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":98,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"77da449c-6a90-4725-a975-f52f6cdd2bd4","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":98,"box":{"x":89,"y":660,"width":827,"height":12}},{"id":"af0df181-26d9-43a9-8914-a16e8ce1f2ff","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":98,"box":{"x":89,"y":675,"width":860,"height":12}},{"id":"3115bc3a-90c2-475e-9d04-d9a638e6867f","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":98,"box":{"x":89,"y":690,"width":820,"height":13}},{"id":"ffb06d56-96ca-4007-bd22-9f0f76ad9424","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":98,"box":{"x":89,"y":705,"width":828,"height":13}},{"id":"5b48c09d-3a71-4e0d-be82-e02c7d3aa63a","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":98,"box":{"x":89,"y":720,"width":871,"height":13}},{"id":"8a7477d4-1099-4d4f-97f0-7f8d515e6548","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":98,"box":{"x":88,"y":736,"width":859,"height":12}},{"id":"f670c742-03b8-4576-8368-21f3a9c57c2d","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":98,"box":{"x":89,"y":751,"width":846,"height":12}},{"id":"02cd608e-c291-473f-b6f5-8ee6d6e3cc95","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":98,"box":{"x":89,"y":766,"width":672,"height":12}},{"id":"ebe001ac-f69e-4bd1-9d47-d76264575fe4","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":98,"box":{"x":89,"y":792,"width":878,"height":13}},{"id":"702f866d-4aef-4656-b9c6-3ae289d63800","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":98,"box":{"x":89,"y":807,"width":854,"height":13}},{"id":"eb25fe69-8522-420a-afb6-144e5686425a","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":98,"box":{"x":89,"y":822,"width":368,"height":13}},{"id":"36078eac-2b55-49ee-849b-b1b3c8179176","block_type":"box","text":"e.g.","page_number":98,"box":{"x":458,"y":826,"width":23,"height":9}},{"id":"b4e32c41-344a-40f6-98d1-71f5145b7515","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":98,"box":{"x":483,"y":822,"width":463,"height":13}},{"id":"8bf789f1-6d2d-4283-bb94-c3030e583f50","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":98,"box":{"x":89,"y":838,"width":875,"height":12}},{"id":"685274d1-95cb-40f0-8d39-2bca044006dd","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":98,"box":{"x":89,"y":853,"width":870,"height":12}},{"id":"0179843e-2384-4b02-9e38-b34fe663f287","block_type":"box","text":"81","page_number":98,"box":{"x":521,"y":894,"width":12,"height":9}},{"id":"c79db2e0-c13a-4e9c-a9d2-c75317ab5ce9","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":99,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"fb180737-3ecc-4677-ad73-8b48a3c1687b","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":99,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"d3cbacc7-bff9-40a7-b373-e1e9ef693c2a","block_type":"box","text":"mutual funds.","page_number":99,"box":{"x":89,"y":74,"width":96,"height":10}},{"id":"94d6f675-283a-4b5e-bdf5-dd400a56b26a","block_type":"box","text":"Backup Withholding.","page_number":99,"box":{"x":89,"y":101,"width":150,"height":12}},{"id":"2affb73f-1173-42d2-8680-d9ce1aff136a","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":99,"box":{"x":249,"y":101,"width":685,"height":12}},{"id":"92d0e8ed-ef1e-449c-998c-9dd4f870bf21","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":99,"box":{"x":89,"y":116,"width":811,"height":12}},{"id":"6c8f7ff9-4ecf-4d73-baef-406fdf8e7e6d","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":99,"box":{"x":89,"y":131,"width":808,"height":12}},{"id":"41043b67-85bc-4889-aef4-c7e6662fd8e4","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":99,"box":{"x":89,"y":146,"width":866,"height":12}},{"id":"180056da-a9a2-4f3a-93a6-280ea2f582f8","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":99,"box":{"x":89,"y":161,"width":810,"height":12}},{"id":"326d9d25-fe20-4264-b4f2-b3af11b6ef03","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":99,"box":{"x":89,"y":176,"width":313,"height":13}},{"id":"548da814-f76a-4500-bdc5-c7066f7b0670","block_type":"box","text":"Sections 351 and 362.","page_number":99,"box":{"x":88,"y":203,"width":159,"height":9}},{"id":"d54d72e0-1a0a-468c-86e6-074c36fd3a5c","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":99,"box":{"x":256,"y":203,"width":704,"height":12}},{"id":"d5e6a14a-515b-4e05-aeea-6dab2a6ca03a","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":99,"box":{"x":89,"y":218,"width":873,"height":12}},{"id":"def0289b-7a6e-4fbf-ab7a-d46dad56d4ac","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":99,"box":{"x":89,"y":233,"width":875,"height":12}},{"id":"f833428b-0f6e-4573-92b3-51d39c74b877","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":99,"box":{"x":89,"y":248,"width":854,"height":12}},{"id":"070f325f-d941-4f9b-b810-ebca1c82acfb","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":99,"box":{"x":88,"y":263,"width":854,"height":12}},{"id":"5a8c8fd6-ea37-4d93-9863-d45a848df675","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":99,"box":{"x":89,"y":278,"width":851,"height":13}},{"id":"be55db72-938e-4368-81a6-65775831d4b7","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":99,"box":{"x":88,"y":293,"width":861,"height":13}},{"id":"30f8a310-1582-4090-9ba8-62a5d8505706","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":99,"box":{"x":89,"y":308,"width":796,"height":13}},{"id":"617d5a08-2a9d-40b5-a7b8-c5b08b8bc826","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":99,"box":{"x":89,"y":324,"width":723,"height":12}},{"id":"7b645297-50ab-4e0f-bc10-ccf2cee871ce","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":99,"box":{"x":88,"y":350,"width":225,"height":10}},{"id":"6893fa9f-b9cb-4b0f-abba-e3bdaabc059f","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":99,"box":{"x":321,"y":350,"width":629,"height":12}},{"id":"53ed2dc1-9930-4fa0-a51e-1e8155c01037","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":99,"box":{"x":89,"y":365,"width":865,"height":12}},{"id":"f50275a9-f297-4963-8191-f00ddc8e1bd4","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":99,"box":{"x":89,"y":380,"width":848,"height":13}},{"id":"f13ef14d-e755-4e9a-a6ad-97898175af66","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":99,"box":{"x":89,"y":395,"width":789,"height":13}},{"id":"63dec121-f02b-406f-8eb6-e984088f73d0","block_type":"box","text":"i.e.","page_number":99,"box":{"x":879,"y":396,"width":18,"height":9}},{"id":"c37798af-d757-4217-9e84-13afcd9b7066","block_type":"box","text":", may","page_number":99,"box":{"x":899,"y":398,"width":37,"height":10}},{"id":"92c10ede-bed4-4663-a4fe-ee93c52ff54f","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":99,"box":{"x":89,"y":410,"width":856,"height":13}},{"id":"24c49ac4-fccd-4be7-8689-2ead80b9f3da","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":99,"box":{"x":88,"y":426,"width":856,"height":12}},{"id":"4dda4119-042c-4d46-a0e8-88423f4949e9","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":99,"box":{"x":89,"y":441,"width":621,"height":12}},{"id":"70e5b177-51ee-4e6f-8723-6e2aa41ce4f1","block_type":"box","text":"i.e.","page_number":99,"box":{"x":712,"y":442,"width":17,"height":8}},{"id":"af62adcd-f911-4a08-80d5-c9ec665acab4","block_type":"box","text":", treat them as if they were closed","page_number":99,"box":{"x":731,"y":441,"width":235,"height":12}},{"id":"a1c82573-4bfd-4ecb-99a5-7004c6e7f9c1","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":99,"box":{"x":89,"y":456,"width":834,"height":12}},{"id":"6cc202d7-b0f8-42eb-a165-5f66190f8608","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":99,"box":{"x":89,"y":471,"width":876,"height":12}},{"id":"34adfcbd-7699-45f7-8c6e-2356f1bff3d8","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":99,"box":{"x":88,"y":486,"width":872,"height":12}},{"id":"556b5fbc-015d-401f-ae8a-5919a3cd820c","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":99,"box":{"x":89,"y":501,"width":816,"height":13}},{"id":"cb2fc138-d7ce-4ec3-a6bc-ddd9b21d24f3","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":99,"box":{"x":89,"y":516,"width":870,"height":13}},{"id":"5795deec-65f1-4e19-b667-3b38d477e3cb","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":99,"box":{"x":88,"y":543,"width":862,"height":12}},{"id":"5672dddc-5dc4-456e-aab5-7c465d1e784b","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":99,"box":{"x":88,"y":558,"width":854,"height":12}},{"id":"3b903edb-26f4-4e2d-8171-94c513d82522","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":99,"box":{"x":88,"y":573,"width":855,"height":12}},{"id":"13c72585-b191-4ded-af7e-174e280abe0f","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":99,"box":{"x":89,"y":588,"width":859,"height":12}},{"id":"05527e48-460e-4576-90b3-41d8787a1c22","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":99,"box":{"x":88,"y":603,"width":860,"height":13}},{"id":"7763a529-9e34-431d-b0f2-65ca49d0f2bd","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":99,"box":{"x":88,"y":618,"width":832,"height":13}},{"id":"fdea2c5e-e588-4910-8d83-1186ceefa8d6","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":99,"box":{"x":89,"y":633,"width":867,"height":13}},{"id":"d0a152f8-c49b-48fa-af5e-302aa635492c","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":99,"box":{"x":89,"y":649,"width":846,"height":12}},{"id":"734516b4-2df5-4f59-b830-290ad7f8594f","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":99,"box":{"x":89,"y":664,"width":570,"height":12}},{"id":"c9f4520b-37b0-4964-980c-be3d5c8351c2","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":99,"box":{"x":88,"y":690,"width":880,"height":13}},{"id":"57f968d3-4081-4066-a46f-ed007180c992","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":99,"box":{"x":89,"y":705,"width":808,"height":13}},{"id":"a904bdbe-2d74-4c97-89ab-300d5ea05e7e","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":99,"box":{"x":88,"y":720,"width":864,"height":13}},{"id":"506ceeca-23b7-465c-a7ec-b02eb0aaf682","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":99,"box":{"x":89,"y":736,"width":868,"height":12}},{"id":"7a3d7958-ff0a-439e-bb1e-faf4a867bed5","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":99,"box":{"x":88,"y":751,"width":864,"height":12}},{"id":"1e08a4dc-6fff-452b-af1d-7431818274bb","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":99,"box":{"x":89,"y":766,"width":876,"height":12}},{"id":"3da403e2-0055-4002-a0ec-8f95ee97184e","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":99,"box":{"x":89,"y":781,"width":369,"height":12}},{"id":"bff4ae46-fd6b-4455-adee-1bda45217f44","block_type":"box","text":"Qualified Dividend Income.","page_number":99,"box":{"x":89,"y":807,"width":196,"height":11}},{"id":"13530436-c604-4a8c-8763-cdc102f8c53f","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":99,"box":{"x":294,"y":807,"width":642,"height":13}},{"id":"24188602-13c4-4922-9b07-ec81d57c7837","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":99,"box":{"x":89,"y":822,"width":861,"height":13}},{"id":"3681fa5c-e28a-4426-ab6d-904cd2283a27","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":99,"box":{"x":88,"y":838,"width":865,"height":12}},{"id":"6eb8522f-ec9f-49c2-9a38-1f996401b9f3","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":99,"box":{"x":89,"y":853,"width":876,"height":12}},{"id":"e59405e2-eb01-4c00-bd65-66de37c37b9e","block_type":"box","text":"82","page_number":99,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c528d145-9d0b-4788-8ca4-1e2cc539d6a9","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from U.S. REITs) and certain non-U.S. corporations (","page_number":100,"box":{"x":89,"y":44,"width":831,"height":12}},{"id":"8646b14f-e498-4c67-867e-f2022ee53c55","block_type":"box","text":"e.g.","page_number":100,"box":{"x":921,"y":47,"width":23,"height":9}},{"id":"ef712f9a-73c4-4eea-9342-d34ba1928021","block_type":"box","text":",","page_number":100,"box":{"x":946,"y":52,"width":2,"height":3}},{"id":"5cc72254-0cf7-4279-8bf7-f5888014f8fc","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":100,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"40e565f0-3799-4d0c-b1c5-568796613877","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":100,"box":{"x":89,"y":74,"width":848,"height":12}},{"id":"69091514-b51e-4db5-9be7-1a6eb0c02cdc","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":100,"box":{"x":89,"y":89,"width":866,"height":13}},{"id":"8c7a6fa8-5f65-44f4-a4f5-3468acf04593","block_type":"box","text":"out by the Fund will not be qualified dividend income.","page_number":100,"box":{"x":89,"y":104,"width":375,"height":13}},{"id":"18965748-121d-4449-9d29-2cc014ff5d3d","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":100,"box":{"x":88,"y":131,"width":870,"height":12}},{"id":"10a93ef8-07d9-445b-9f39-f97f81525fa4","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":100,"box":{"x":88,"y":146,"width":838,"height":12}},{"id":"82020936-f84e-40ae-955a-8c37f97929e7","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":100,"box":{"x":89,"y":161,"width":837,"height":12}},{"id":"6c5994d2-dbf6-4dd9-bb18-2a4d901dcab2","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":100,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"e0620674-7181-493d-83a1-135e0d053c63","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":100,"box":{"x":89,"y":191,"width":860,"height":13}},{"id":"58f5df8b-2893-4973-a7a5-55b30e3591f6","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":100,"box":{"x":88,"y":206,"width":861,"height":13}},{"id":"96791dee-7ffd-4eda-8133-a59549d4c8aa","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":100,"box":{"x":89,"y":222,"width":872,"height":12}},{"id":"7bba6b88-dd3d-42a2-a6b9-1eda6eae5b5d","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":100,"box":{"x":89,"y":237,"width":843,"height":12}},{"id":"af8830a5-90a8-4805-a853-49425c3a43b0","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":100,"box":{"x":88,"y":252,"width":828,"height":12}},{"id":"fb39f4f9-d2e3-4195-8570-18b56003df17","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":100,"box":{"x":88,"y":267,"width":823,"height":12}},{"id":"e88c27b1-bfbd-42d8-9dba-557e25cdfe29","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":100,"box":{"x":89,"y":282,"width":878,"height":12}},{"id":"214d1354-5c06-40f1-a15a-37ee25c61ea1","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":100,"box":{"x":89,"y":297,"width":843,"height":12}},{"id":"31fdff23-d51b-40f5-acc0-c0073748c5fa","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":100,"box":{"x":89,"y":312,"width":864,"height":13}},{"id":"f0b67692-7194-4da5-b988-b34864bd980f","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":100,"box":{"x":89,"y":327,"width":877,"height":13}},{"id":"e15d37d6-7cfb-4e38-964f-b9f17f6956d3","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":100,"box":{"x":89,"y":342,"width":832,"height":13}},{"id":"f190b62c-8289-4836-9ab3-a2581ae35d1f","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":100,"box":{"x":89,"y":358,"width":821,"height":12}},{"id":"63407263-d8f8-4d09-a08b-b5cbf9a98a29","block_type":"box","text":"ordinary income.","page_number":100,"box":{"x":89,"y":373,"width":117,"height":12}},{"id":"c331460e-8c6c-49dd-9fe4-8439450f4c3e","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":100,"box":{"x":89,"y":399,"width":300,"height":13}},{"id":"7bfe127b-97d3-4d34-8d14-8c0d773c4562","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":100,"box":{"x":399,"y":399,"width":532,"height":13}},{"id":"6a09ebad-c4fd-4349-9e84-f17c70436e18","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":100,"box":{"x":89,"y":414,"width":815,"height":13}},{"id":"be3340fd-00f8-4308-8c19-a1467b6029e2","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":100,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"ef60c30d-836d-4c9f-957c-28648b288880","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":100,"box":{"x":89,"y":445,"width":869,"height":12}},{"id":"153b02bf-dbe8-4613-aee8-28ca5d798449","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":100,"box":{"x":89,"y":460,"width":863,"height":12}},{"id":"c2942abb-1a23-47c2-9c36-cefeed8b5bf7","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":100,"box":{"x":89,"y":475,"width":868,"height":12}},{"id":"e782ffed-ff90-433e-9a58-3e6f8b964c0c","block_type":"box","text":"to the investment.","page_number":100,"box":{"x":88,"y":490,"width":126,"height":10}},{"id":"a45bedde-aade-4ab4-9720-108fa0a2601d","block_type":"box","text":"Excess Inclusion Income.","page_number":100,"box":{"x":89,"y":516,"width":180,"height":10}},{"id":"bcafaba1-5cc7-4f58-8509-1ee4d837d7a7","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":100,"box":{"x":278,"y":516,"width":652,"height":13}},{"id":"dd67055c-d66a-4b31-a1ad-3632b0067a90","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":100,"box":{"x":89,"y":531,"width":878,"height":13}},{"id":"8bbe19ee-ba15-42f0-a797-416383c03b7d","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":100,"box":{"x":88,"y":547,"width":854,"height":12}},{"id":"426f7e16-113a-49a2-9a3a-22748ed91f7b","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":100,"box":{"x":89,"y":562,"width":840,"height":12}},{"id":"19a759f6-e234-4c64-88ac-520bec364e2d","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":100,"box":{"x":89,"y":577,"width":845,"height":12}},{"id":"5ce7c7ed-6104-49e2-ada4-47c18c3c6a19","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":100,"box":{"x":89,"y":592,"width":837,"height":12}},{"id":"1bd63237-c84a-493f-84ad-2e9bd35d91a0","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":100,"box":{"x":89,"y":607,"width":837,"height":12}},{"id":"2e185bad-670c-47b0-b37a-9ed384a96842","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":100,"box":{"x":89,"y":622,"width":867,"height":12}},{"id":"869f35cc-3c68-437c-ab03-a00de3ab67e5","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":100,"box":{"x":89,"y":637,"width":786,"height":13}},{"id":"8c7223e7-e5d6-452b-af0f-f9c27a809b20","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":100,"box":{"x":89,"y":652,"width":773,"height":13}},{"id":"0399d90c-29ef-4464-9a19-c2feb7ffbeb8","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":100,"box":{"x":89,"y":668,"width":859,"height":12}},{"id":"01aeeb11-5a5f-49e4-a9ba-acbc82a2a91d","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":100,"box":{"x":89,"y":683,"width":847,"height":12}},{"id":"12388b1b-aa8f-4b55-8187-5ff717ecdbfb","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":100,"box":{"x":90,"y":698,"width":367,"height":12}},{"id":"36900f94-49f6-4d10-a9c1-0717a40cf64f","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":100,"box":{"x":88,"y":724,"width":833,"height":13}},{"id":"dca7e262-5aab-4336-a10a-f634cd3a8aa6","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":100,"box":{"x":89,"y":739,"width":830,"height":13}},{"id":"aa36f0e0-aa72-4825-b85c-68a631f877e0","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":100,"box":{"x":89,"y":754,"width":877,"height":13}},{"id":"b3d7223c-cb51-47aa-9aa5-0d080c3427c3","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":100,"box":{"x":89,"y":770,"width":857,"height":12}},{"id":"2ed24152-853a-4cc8-af1a-8fe12371bceb","block_type":"box","text":"attractive investment opportunities.","page_number":100,"box":{"x":89,"y":786,"width":248,"height":11}},{"id":"196d9443-6ea4-41cc-b8a7-ddd8a3e34ff3","block_type":"box","text":"Non-U.S. Investments.","page_number":100,"box":{"x":89,"y":812,"width":159,"height":9}},{"id":"81d610df-422e-453c-829d-132dfb74c330","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":100,"box":{"x":257,"y":811,"width":656,"height":12}},{"id":"68d7cd72-cd6d-44d3-820b-612a11b9951f","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":100,"box":{"x":89,"y":826,"width":854,"height":13}},{"id":"00fafcf2-0243-4f77-9c09-f15a6d0bb441","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":100,"box":{"x":89,"y":841,"width":819,"height":13}},{"id":"e111fe0e-4fe9-4c12-99f9-595247076f25","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":100,"box":{"x":89,"y":856,"width":853,"height":13}},{"id":"7f24459c-b3d2-41cf-b7ef-2b20055e23a6","block_type":"box","text":"83","page_number":100,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"95366b42-fc08-4022-a6a4-a604279d6ef0","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":101,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"7e7501f5-1b5a-4d7b-99b8-3d8837aa0844","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":101,"box":{"x":89,"y":59,"width":830,"height":12}},{"id":"da1f9af2-6fda-4909-8553-0ef8e3204cf3","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":101,"box":{"x":89,"y":74,"width":823,"height":12}},{"id":"a439c2d1-0c0e-4c27-a6f4-1dd19c6df836","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":101,"box":{"x":88,"y":89,"width":842,"height":13}},{"id":"c14460aa-2973-48cf-9a3a-fa9db26c074b","block_type":"box","text":"unless the Fund were to elect otherwise.","page_number":101,"box":{"x":89,"y":104,"width":281,"height":10}},{"id":"f54b21d8-0c64-4dc9-bae6-ac794fe45d67","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":101,"box":{"x":88,"y":131,"width":837,"height":12}},{"id":"c6031228-801b-4d27-8368-0e098b899bf8","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":101,"box":{"x":89,"y":146,"width":825,"height":12}},{"id":"eaad2e35-5b91-4da1-a650-642bbb1e0bb2","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":101,"box":{"x":89,"y":161,"width":853,"height":12}},{"id":"d9c226e6-422a-4203-be1d-87e698550046","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":101,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"9291039d-22f5-4fcc-96e1-2d85f580e6c8","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":101,"box":{"x":89,"y":191,"width":644,"height":13}},{"id":"6ea3608a-4a1b-489f-9e8b-10e0c8f4ed86","block_type":"box","text":"pro rata","page_number":101,"box":{"x":737,"y":193,"width":56,"height":11}},{"id":"80bdb16d-21c9-4925-b7c4-80a7953d0793","block_type":"box","text":"share of the Fund’s","page_number":101,"box":{"x":798,"y":191,"width":133,"height":10}},{"id":"f0f4fcac-fd93-405a-8fe2-7b20b592011c","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":101,"box":{"x":89,"y":206,"width":840,"height":13}},{"id":"2ae0af29-0916-46e2-ad88-380e23905870","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":101,"box":{"x":89,"y":222,"width":722,"height":12}},{"id":"129ab844-06bb-46c5-82b6-6744899ca7aa","block_type":"box","text":"pro rata","page_number":101,"box":{"x":815,"y":223,"width":56,"height":11}},{"id":"2522c828-5114-4860-baf6-04f37553378b","block_type":"box","text":"share of the","page_number":101,"box":{"x":875,"y":222,"width":83,"height":9}},{"id":"9f043cb3-5dfe-4580-ad43-81e0fa231b4f","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":101,"box":{"x":89,"y":237,"width":876,"height":12}},{"id":"1d551196-a04b-40b7-939e-489d35d2b8bd","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":101,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"57f1f281-3eef-47fa-8492-14ab2aae92d1","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":101,"box":{"x":89,"y":267,"width":855,"height":12}},{"id":"9e04984b-48a3-467a-86b8-cae8a1f423a2","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":101,"box":{"x":88,"y":282,"width":855,"height":12}},{"id":"83c2dc14-2820-43ed-9f24-b78e4c56134e","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":101,"box":{"x":89,"y":297,"width":876,"height":12}},{"id":"4824d75a-7dd9-4d53-aa9f-c5a95f6b9cdb","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":101,"box":{"x":89,"y":312,"width":860,"height":13}},{"id":"3b9d8a53-5429-411b-9d51-22fb40071dc0","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":101,"box":{"x":89,"y":327,"width":850,"height":13}},{"id":"d8d7f875-b82e-49c4-9b41-286b6aaa41dc","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":101,"box":{"x":89,"y":342,"width":808,"height":13}},{"id":"7b1e963c-7957-4923-84f0-7c98d537ac96","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":101,"box":{"x":89,"y":358,"width":841,"height":12}},{"id":"4d1b12d2-449d-43a5-ad89-233ab40e5031","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":101,"box":{"x":89,"y":373,"width":862,"height":12}},{"id":"346f8897-6095-4eb7-a5d9-dd9e3659d819","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":101,"box":{"x":89,"y":388,"width":879,"height":12}},{"id":"1194593e-0c21-4c6d-928d-3396e9c95992","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":101,"box":{"x":88,"y":403,"width":840,"height":12}},{"id":"81fccc54-8de9-4184-9947-80c2367a9190","block_type":"box","text":"certain circumstances. Consult your financial intermediary or tax advisor.","page_number":101,"box":{"x":89,"y":418,"width":510,"height":12}},{"id":"a719cfcf-5a80-4f49-8ef0-95e3674e9994","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":101,"box":{"x":89,"y":445,"width":284,"height":12}},{"id":"df9d884a-5a2b-4ef4-a91e-7b368c3f0844","block_type":"box","text":"If the Fund purchases shares in PFICs, it may be subject to U.S. federal income tax","page_number":101,"box":{"x":383,"y":445,"width":571,"height":12}},{"id":"34e5bdb3-55c5-4999-b77e-7a4eef19b6bf","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":101,"box":{"x":89,"y":460,"width":855,"height":12}},{"id":"941ee84e-2c8b-45ec-bc2e-7f23d63ed894","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":101,"box":{"x":88,"y":475,"width":870,"height":12}},{"id":"ab9c5d4f-6838-4328-b53e-d7d781f0f5cd","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":101,"box":{"x":89,"y":490,"width":455,"height":12}},{"id":"ac9dbadb-6541-4955-996e-ce7fbab055fb","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":101,"box":{"x":89,"y":516,"width":871,"height":13}},{"id":"81f01e2d-c736-4d92-926b-4bde2405cfc0","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":101,"box":{"x":89,"y":531,"width":849,"height":13}},{"id":"a9ae90fc-14c2-47c2-8e51-f4dd2150c97f","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":101,"box":{"x":89,"y":547,"width":869,"height":12}},{"id":"5334845b-9d6c-4b1e-a8e5-e05a86b095d7","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":101,"box":{"x":89,"y":562,"width":867,"height":12}},{"id":"ab0130f2-c378-465e-9996-226ac334e62c","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":101,"box":{"x":89,"y":577,"width":854,"height":12}},{"id":"564cfbf4-13e0-499d-b09d-4fd7ab3aaa5a","block_type":"box","text":"obtain.","page_number":101,"box":{"x":89,"y":592,"width":47,"height":10}},{"id":"7d126714-ba35-437b-bcaa-0264951326d5","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":101,"box":{"x":88,"y":618,"width":867,"height":13}},{"id":"fd2c684d-92bc-46b3-bf4a-c85696bcfad1","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":101,"box":{"x":89,"y":633,"width":854,"height":13}},{"id":"e03066cb-04e2-4898-95af-9d82ba51c583","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":101,"box":{"x":89,"y":649,"width":877,"height":12}},{"id":"987e57aa-5a90-48d3-9af6-e0b5e9754d6d","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":101,"box":{"x":89,"y":664,"width":836,"height":12}},{"id":"68316a67-47a5-46e1-aa7b-12ce14b13af8","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":101,"box":{"x":89,"y":679,"width":798,"height":12}},{"id":"fbf2afee-6fe1-434d-bece-0bfce5477d49","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":101,"box":{"x":89,"y":694,"width":830,"height":12}},{"id":"a5a2e014-a710-4f77-8dd0-b91efd680b8e","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":101,"box":{"x":89,"y":709,"width":861,"height":12}},{"id":"060aaf1d-d0b5-4b68-a7bf-3e11e7e64589","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":101,"box":{"x":89,"y":724,"width":876,"height":13}},{"id":"fdfd2987-6a2d-454d-89ff-6eef7e3af5ce","block_type":"box","text":"4% excise tax.","page_number":101,"box":{"x":88,"y":740,"width":99,"height":9}},{"id":"a87940ef-ca14-4855-a139-586a9af5b5cc","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":101,"box":{"x":88,"y":766,"width":872,"height":12}},{"id":"6a9e65cb-f906-427a-97d3-0343e4d8a630","block_type":"box","text":"effects of these rules.","page_number":101,"box":{"x":89,"y":781,"width":147,"height":10}},{"id":"f277e2d9-d278-4fcc-a27a-684f667aa27a","block_type":"box","text":"Reporting.","page_number":101,"box":{"x":89,"y":808,"width":74,"height":12}},{"id":"e830fe49-dfd4-4245-9185-dd616c394465","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":101,"box":{"x":173,"y":807,"width":734,"height":13}},{"id":"8911d4f6-11f3-4b2e-912f-b3b9f54d6935","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":101,"box":{"x":89,"y":822,"width":871,"height":13}},{"id":"e2dce85b-4f30-486c-bd8c-068c7d0e53af","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":101,"box":{"x":89,"y":838,"width":855,"height":12}},{"id":"3bb78f8d-a4e0-46ae-9b25-683b8bc0d8ee","block_type":"box","text":"84","page_number":101,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"7fb9dff4-79ea-4a69-9113-8773af5b0554","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":102,"box":{"x":89,"y":44,"width":797,"height":12}},{"id":"f48b49e5-12b8-4735-b5a1-5f3b99192b09","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":102,"box":{"x":89,"y":59,"width":851,"height":12}},{"id":"81db994f-9b5e-496b-853d-b371256b7135","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":102,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"3d80052b-4cda-4854-ade1-625e589902be","block_type":"box","text":"Other Taxes.","page_number":102,"box":{"x":89,"y":101,"width":89,"height":9}},{"id":"6c142323-396c-410d-977a-a4b2361ffb21","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":102,"box":{"x":188,"y":101,"width":758,"height":12}},{"id":"5f416da7-b484-45c4-8003-479bcbb3b317","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":102,"box":{"x":88,"y":116,"width":414,"height":12}},{"id":"fdd8cd89-ea45-4ec6-8ad9-5c74cdc61ace","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":102,"box":{"x":88,"y":142,"width":252,"height":10}},{"id":"b0a446b0-07b1-4903-9082-6554e2000a8d","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":102,"box":{"x":350,"y":142,"width":534,"height":12}},{"id":"54746437-099a-477b-9e68-ba96dc8c49d1","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":102,"box":{"x":88,"y":157,"width":829,"height":13}},{"id":"604d7a18-ef50-4e86-a2c1-6e8cade839e9","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":102,"box":{"x":89,"y":172,"width":835,"height":13}},{"id":"42ac4ee7-b0c2-4a5a-aab8-435b80e45943","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":102,"box":{"x":89,"y":188,"width":856,"height":12}},{"id":"a974c9ea-ba4f-46c1-b0c1-9fbd90ffea4c","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":102,"box":{"x":89,"y":203,"width":839,"height":12}},{"id":"ab4d0d2e-14e2-4997-96dc-b29cd86fb10a","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":102,"box":{"x":89,"y":218,"width":860,"height":12}},{"id":"ef5110d1-4a37-44d6-8345-d60d74493a27","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":102,"box":{"x":89,"y":233,"width":854,"height":12}},{"id":"5711d4d9-6bc5-4aaf-9630-bed05376e71a","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":102,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"34e4f782-25b3-4e14-80b3-11769b706e1f","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":102,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"13e32c50-c88d-43b6-9ee2-643e2d31371e","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":102,"box":{"x":89,"y":278,"width":871,"height":13}},{"id":"9a28bc30-c456-4a92-a094-4c268a8018a2","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":102,"box":{"x":89,"y":293,"width":843,"height":13}},{"id":"35a73b78-2b8a-484a-a25a-52a4f6ac03e1","block_type":"box","text":"appropriate rate.","page_number":102,"box":{"x":89,"y":309,"width":115,"height":12}},{"id":"b9e70e14-913b-4fbb-b4c3-d7c8ef938785","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":102,"box":{"x":89,"y":335,"width":860,"height":12}},{"id":"9e3d7cd8-980d-4443-a481-475a7b673c92","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":102,"box":{"x":89,"y":350,"width":827,"height":12}},{"id":"22d3bed1-3bbd-44c3-b995-228e4abd71d7","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":102,"box":{"x":89,"y":365,"width":835,"height":12}},{"id":"ef07a09c-ef99-4df9-8782-d95460cd3500","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":102,"box":{"x":89,"y":380,"width":867,"height":13}},{"id":"a01e647f-4d69-4647-96eb-37de70cede9c","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":102,"box":{"x":89,"y":395,"width":866,"height":13}},{"id":"5ec7568c-e805-49a3-91c5-86e646bf0f77","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":102,"box":{"x":88,"y":410,"width":837,"height":13}},{"id":"eaf8b4cb-1aae-405a-8dfd-3ecb7360dc4d","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":102,"box":{"x":89,"y":426,"width":870,"height":12}},{"id":"0f0a6072-704f-4fac-b83a-920383a8f5a3","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":102,"box":{"x":89,"y":441,"width":856,"height":12}},{"id":"9ddaa094-cf9b-4e86-b09f-6da5cc2008f6","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":102,"box":{"x":89,"y":456,"width":853,"height":12}},{"id":"df7075f0-6bf3-4f60-97c8-ee77e146f64b","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":102,"box":{"x":89,"y":471,"width":838,"height":12}},{"id":"14578839-2bd2-471b-a095-acf416c0b995","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":102,"box":{"x":89,"y":486,"width":818,"height":12}},{"id":"ac51e467-068e-4939-96ce-aaebb8110883","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":102,"box":{"x":89,"y":501,"width":878,"height":13}},{"id":"1dcddb16-91e8-493f-b5b5-a65203bd44a4","block_type":"box","text":"these rules to their accounts.","page_number":102,"box":{"x":88,"y":516,"width":203,"height":10}},{"id":"ce808fa8-9bed-4358-97a7-ef0199e62b99","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":102,"box":{"x":88,"y":543,"width":862,"height":12}},{"id":"41b6223c-91d5-4a0d-bb9e-f369e9d68588","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":102,"box":{"x":89,"y":558,"width":864,"height":12}},{"id":"d9eb3648-1a3a-4e73-86d7-a34b7ed5290a","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":102,"box":{"x":89,"y":573,"width":850,"height":12}},{"id":"aa2611ca-2575-49cf-8a50-21395267b68a","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":102,"box":{"x":89,"y":588,"width":870,"height":12}},{"id":"76aa3429-3ef0-4079-bbb4-79a7fdc06c4a","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":102,"box":{"x":88,"y":603,"width":875,"height":13}},{"id":"670871d5-e18e-4c87-85cb-6557683cfd85","block_type":"box","text":"the distribution. If the foreign shareholder held at least 5% of the Fund’s shares, the distribution would be treated as income","page_number":102,"box":{"x":88,"y":618,"width":869,"height":13}},{"id":"ea7807eb-5609-4d94-b52e-edb5f586b23c","block_type":"box","text":"effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to withholding","page_number":102,"box":{"x":89,"y":633,"width":854,"height":13}},{"id":"60a1979e-607c-43ae-adf3-67d776750bfe","block_type":"box","text":"tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.","page_number":102,"box":{"x":88,"y":649,"width":638,"height":12}},{"id":"db98e847-76b2-42f3-80e7-542ba52ae475","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":102,"box":{"x":88,"y":675,"width":846,"height":12}},{"id":"ce4f72d4-d9ea-4aa7-b7b6-b8e0a47ba629","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":102,"box":{"x":89,"y":690,"width":860,"height":13}},{"id":"68258006-be4f-48f5-b0c6-e18a34fbb3cc","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":102,"box":{"x":88,"y":705,"width":881,"height":13}},{"id":"25e30720-f503-4bbe-a043-9611d9593e29","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":102,"box":{"x":89,"y":720,"width":857,"height":13}},{"id":"44e20d74-1ff6-4b67-9af7-21212822db1a","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":102,"box":{"x":89,"y":736,"width":870,"height":12}},{"id":"db9eaab5-a070-4ead-a1d4-ef8ef09fb5ce","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":102,"box":{"x":88,"y":751,"width":664,"height":12}},{"id":"ebda095c-33b5-4f6b-917f-0ff26b0c11e9","block_type":"box","text":"The rules laid out in the previous two paragraphs, other than the withholding rules, will apply notwithstanding the Fund’s","page_number":102,"box":{"x":88,"y":777,"width":850,"height":12}},{"id":"2264bbaf-34b6-4473-8e5f-29521700fbb7","block_type":"box","text":"participation in a wash sale transaction or its payment of a substitute dividend.","page_number":102,"box":{"x":89,"y":792,"width":550,"height":13}},{"id":"e23ae574-1caa-4dcf-8e15-5168fd1ec5ce","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":102,"box":{"x":88,"y":819,"width":825,"height":12}},{"id":"ef3d42ff-c6e2-4fe8-a08f-2875f376589d","block_type":"box","text":"particular tax consequences to them of an investment in the Fund.","page_number":102,"box":{"x":89,"y":834,"width":465,"height":12}},{"id":"6654754b-6102-46f7-9682-2a9b491efe6a","block_type":"box","text":"85","page_number":102,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"063cdda6-6d53-4092-97e2-ea44d5a21f12","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":103,"box":{"x":88,"y":44,"width":871,"height":12}},{"id":"e9c4239c-2567-4afb-8b69-832e6c01959c","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":103,"box":{"x":88,"y":59,"width":822,"height":12}},{"id":"e3690e28-6ff4-4719-87df-1133c6d5d4a1","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":103,"box":{"x":89,"y":74,"width":866,"height":12}},{"id":"61c180aa-8341-4755-bb10-cb4f104b2335","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":103,"box":{"x":89,"y":89,"width":846,"height":13}},{"id":"b982dc6b-05e1-46f7-9e1a-708264d7fe27","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":103,"box":{"x":89,"y":104,"width":841,"height":13}},{"id":"456a0bfa-8229-4f58-98ff-83215c6fde1f","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":103,"box":{"x":89,"y":119,"width":817,"height":13}},{"id":"bbc963a2-d07b-4997-8b8a-d8f435242ca3","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":103,"box":{"x":89,"y":135,"width":830,"height":12}},{"id":"d723c80c-3805-4ee6-ab3b-b48f71cace12","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":103,"box":{"x":89,"y":150,"width":861,"height":12}},{"id":"9122d7b8-6241-4b79-a317-bc89cb072b97","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":103,"box":{"x":89,"y":165,"width":835,"height":12}},{"id":"40bec60a-3e7e-4a46-9333-c780bd08e76e","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":103,"box":{"x":89,"y":180,"width":873,"height":12}},{"id":"798dd67a-73ad-4862-9274-592eb6e1327d","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":103,"box":{"x":89,"y":195,"width":849,"height":12}},{"id":"5bb36c8c-2078-41e4-9ec1-f2a977ae4f7a","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":103,"box":{"x":89,"y":210,"width":862,"height":13}},{"id":"7b0913e4-a7c0-4543-bab9-477e0f965ccd","block_type":"box","text":"unless certain exceptions apply.","page_number":103,"box":{"x":89,"y":225,"width":220,"height":13}},{"id":"54b11756-b831-4257-ae54-2e64cf5427b3","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":103,"box":{"x":88,"y":252,"width":872,"height":12}},{"id":"ac77abbd-d6d4-459c-a129-ce33faa76b3b","block_type":"box","text":"estate tax.","page_number":103,"box":{"x":89,"y":268,"width":70,"height":9}},{"id":"0067833b-fc6c-4782-a68e-7c5c8e0bfaba","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":103,"box":{"x":88,"y":293,"width":872,"height":13}},{"id":"7fa46fb0-b59d-4a6b-988a-503a68c743a5","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":103,"box":{"x":89,"y":308,"width":864,"height":13}},{"id":"280e21e3-18e7-45df-87de-87561a04ed06","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":103,"box":{"x":89,"y":324,"width":874,"height":12}},{"id":"5836a117-f395-46c0-8b90-2d3484a466d0","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":103,"box":{"x":89,"y":339,"width":782,"height":12}},{"id":"4bf9094e-e49c-41de-91ec-24c584bd14e7","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":103,"box":{"x":89,"y":354,"width":826,"height":12}},{"id":"59ec407c-2bf2-440c-941d-3e778a467877","block_type":"box","text":"discussed above, and such changes often occur.","page_number":103,"box":{"x":89,"y":369,"width":336,"height":12}},{"id":"05854c69-73b6-44a8-bfbc-44c70dd025c4","block_type":"box","text":"Financial Statements","page_number":103,"box":{"x":91,"y":400,"width":348,"height":23}},{"id":"e9c7ee07-2db0-4b59-b0b6-f7c7c1cde9b2","block_type":"box","text":"The Fund’s audited Financial Statements, including the Financial Highlights, appearing in the Annual Report to Shareholders","page_number":103,"box":{"x":88,"y":441,"width":870,"height":12}},{"id":"7eba39f8-28f0-4816-b10f-0a27900eefa9","block_type":"box","text":"and the report therein of PricewaterhouseCoopers LLP, an independent registered public accounting firm, are hereby","page_number":103,"box":{"x":89,"y":456,"width":815,"height":12}},{"id":"6dafec96-ace4-4efb-bc37-16372827ab86","block_type":"box","text":"incorporated by reference in this SAI. The Annual Report to Shareholders, which contains the referenced audited financial","page_number":103,"box":{"x":89,"y":471,"width":849,"height":12}},{"id":"88b63114-8275-46a7-be36-fa97211e3090","block_type":"box","text":"statements, is available upon request and without charge.","page_number":103,"box":{"x":89,"y":486,"width":403,"height":12}},{"id":"2efaffaa-e861-48ab-aef2-82091138bd16","block_type":"box","text":"Miscellaneous Information","page_number":103,"box":{"x":90,"y":517,"width":446,"height":23}},{"id":"56160aac-5900-41f7-ac9d-955549e5789d","block_type":"box","text":"Counsel.","page_number":103,"box":{"x":89,"y":558,"width":61,"height":10}},{"id":"bbae0d72-d930-408e-b18a-6987fec6fe8c","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":103,"box":{"x":159,"y":558,"width":733,"height":12}},{"id":"1df98fbf-a692-4ac4-a810-28c8691fc4ac","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":103,"box":{"x":89,"y":584,"width":349,"height":13}},{"id":"2e29d09a-498c-4207-850e-1eb51fb7cae9","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":103,"box":{"x":448,"y":584,"width":488,"height":13}},{"id":"466559ef-9e18-4e7d-aa95-eb4a59221d08","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":103,"box":{"x":89,"y":599,"width":867,"height":13}},{"id":"d01b72c7-f19d-402b-9232-6e9fcccc77ba","block_type":"box","text":"financial statements, and may perform other services.","page_number":103,"box":{"x":88,"y":615,"width":377,"height":12}},{"id":"07819ff5-c1b5-41e5-9a35-3384e4202d0c","block_type":"box","text":"Shareholder Communications to the Board.","page_number":103,"box":{"x":88,"y":641,"width":313,"height":10}},{"id":"8ccc2b5c-98e2-4ce6-beca-2fbdddad6790","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":103,"box":{"x":409,"y":641,"width":555,"height":12}},{"id":"dbed81c9-0a2a-48ea-b524-a79e21ded1ea","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":103,"box":{"x":89,"y":656,"width":863,"height":13}},{"id":"764ea199-ef02-481f-9574-aff919e43ab0","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":103,"box":{"x":89,"y":671,"width":796,"height":12}},{"id":"f1d65702-afb0-46f3-8535-2a140bc49bd5","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":103,"box":{"x":89,"y":686,"width":868,"height":13}},{"id":"2426ee65-cc45-472f-b540-4dcd309a4585","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":103,"box":{"x":89,"y":702,"width":863,"height":12}},{"id":"6f32e599-4c9c-4599-8e9b-c01f977f579d","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":103,"box":{"x":89,"y":717,"width":814,"height":12}},{"id":"802429e1-ff2a-48be-90c3-62864b5780a0","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":103,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"60a7721e-51bc-403a-b697-548fb61a4166","block_type":"box","text":"Trust and reported to the Board.","page_number":103,"box":{"x":88,"y":747,"width":224,"height":12}},{"id":"574f2794-cf67-4061-87c8-f6d3a8d98b76","block_type":"box","text":"Investors’ Rights.","page_number":103,"box":{"x":89,"y":773,"width":122,"height":13}},{"id":"48b1d379-08bb-411a-81a1-306a2163b9fc","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":103,"box":{"x":220,"y":773,"width":662,"height":13}},{"id":"93e828b2-ca4e-4e72-931a-9efd0b456c43","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":103,"box":{"x":89,"y":788,"width":859,"height":13}},{"id":"8711b3bf-76bd-4aed-95a6-a2c42b8de880","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":103,"box":{"x":89,"y":804,"width":814,"height":12}},{"id":"21745900-2fcb-4495-8bce-b1b6fd7b8f4f","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":103,"box":{"x":89,"y":819,"width":845,"height":12}},{"id":"46582621-b1fc-4d09-ad91-add49c459140","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":103,"box":{"x":89,"y":834,"width":859,"height":12}},{"id":"d06f7375-9cf2-4dfe-8099-6112cf3d108e","block_type":"box","text":"86","page_number":103,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5a9666f0-c33e-4e3d-9cf4-94e2236e46d8","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":104,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"6daa09d7-6935-446a-afb8-8612d055a435","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":104,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"53ef8e40-b4a1-4218-9847-846c6d4454ff","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":104,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"b2c77850-5945-4341-8dba-f2ec5e155902","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":104,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"3421ae5f-c437-4b86-af80-4a56fe284cd8","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":104,"box":{"x":89,"y":116,"width":829,"height":12}},{"id":"f116e9ef-5401-4564-92de-2e6931f51614","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":104,"box":{"x":88,"y":131,"width":828,"height":12}},{"id":"ad0d6993-6279-42df-ae0f-738afa018e25","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":104,"box":{"x":89,"y":146,"width":567,"height":12}},{"id":"fcb95144-c481-4807-a5fb-46e20a518cc9","block_type":"box","text":"87","page_number":104,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9dca900b-89aa-4e0d-882c-4fb8d5e6d8e7","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":105,"box":{"x":88,"y":44,"width":578,"height":30}},{"id":"4c36850b-2084-43f7-af3f-b3d05fd23da7","block_type":"box","text":"A-1","page_number":105,"box":{"x":515,"y":894,"width":23,"height":9}},{"id":"eeb0d7ed-0871-4498-8707-c97a3f1b3417","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":106,"box":{"x":122,"y":44,"width":812,"height":30}},{"id":"8e0c433d-4000-4db3-b3e3-30737fb6c618","block_type":"box","text":"Proxy Voting Policy","page_number":106,"box":{"x":364,"y":77,"width":331,"height":30}},{"id":"7bd23b0b-ca84-46e0-aa30-0be4ed08be3d","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":106,"box":{"x":88,"y":121,"width":484,"height":12}},{"id":"a1a2f247-a81c-41b1-bee3-1f14d54fcad0","block_type":"box","text":"Effective Date: January 1, 2025","page_number":106,"box":{"x":89,"y":147,"width":218,"height":13}},{"id":"94f19708-7fc1-46e8-b879-5de9da66f82c","block_type":"box","text":"________________________________________","page_number":106,"box":{"x":88,"y":184,"width":326,"height":1}},{"id":"0278fe55-3147-41cb-befa-8d253a5d5fbf","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":106,"box":{"x":88,"y":200,"width":507,"height":12}},{"id":"5e077d1f-e517-42e0-b901-d15f97c25236","block_type":"box","text":"□","page_number":106,"box":{"x":89,"y":227,"width":14,"height":12}},{"id":"d54658e9-8677-40c5-a78b-5066c1b45204","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":106,"box":{"x":110,"y":227,"width":391,"height":12}},{"id":"1a183437-25f3-4a22-95f8-5c7517f26df6","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":106,"box":{"x":109,"y":253,"width":596,"height":12}},{"id":"0adb86fa-ddcb-466e-a54b-f90e12121043","block_type":"box","text":"□","page_number":106,"box":{"x":89,"y":280,"width":14,"height":11}},{"id":"431d4cd6-c8d4-4681-8005-e0518c7f3672","block_type":"box","text":"Money Market 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Scope","page_number":106,"box":{"x":89,"y":385,"width":146,"height":13}},{"id":"ea3bac3a-bdd6-43f6-bcb0-0d77bdccb723","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":106,"box":{"x":88,"y":412,"width":623,"height":12}},{"id":"dec5ff00-33f9-482d-8452-0c29a7ded306","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":106,"box":{"x":89,"y":438,"width":356,"height":13}},{"id":"ed0d16e1-aa59-4aa2-8122-49a833305a2b","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":106,"box":{"x":88,"y":465,"width":873,"height":12}},{"id":"4916edee-2f77-45f2-99cf-9de21532209e","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":106,"box":{"x":89,"y":480,"width":835,"height":12}},{"id":"1cb33233-2711-4446-bb84-da19335736a0","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":106,"box":{"x":89,"y":495,"width":853,"height":12}},{"id":"e9b67213-71fc-444a-8a49-ae7163d70f24","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":106,"box":{"x":88,"y":510,"width":878,"height":12}},{"id":"4cc2bb84-c662-4043-b4ae-b733dd18d020","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":106,"box":{"x":88,"y":525,"width":850,"height":12}},{"id":"0a81ba0d-a4a6-420d-a7ff-7cd619a4244a","block_type":"box","text":"agreements.","page_number":106,"box":{"x":89,"y":542,"width":85,"height":11}},{"id":"d19431bd-2ab7-45e7-bc79-8a3b95d54c0b","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":106,"box":{"x":89,"y":567,"width":849,"height":12}},{"id":"493fa1e6-7e23-4452-9e64-c34f9b16fba7","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":106,"box":{"x":88,"y":582,"width":821,"height":12}},{"id":"f6a6cde7-7228-4dbf-9a8a-29a6f2a1b067","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":106,"box":{"x":89,"y":597,"width":874,"height":12}},{"id":"acc0afdc-8791-4653-818f-ba881688240b","block_type":"box","text":"any.","page_number":106,"box":{"x":89,"y":615,"width":25,"height":9}},{"id":"3e0d6f85-7e76-422a-8987-a60fd364e7e6","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":106,"box":{"x":89,"y":639,"width":876,"height":12}},{"id":"fe0db361-0fe9-468d-8947-dd3ab9af58f4","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":106,"box":{"x":89,"y":654,"width":611,"height":12}},{"id":"3b66712a-f1b5-40c7-9915-f4442a915fb3","block_type":"box","text":"Conflicts Management","page_number":106,"box":{"x":89,"y":680,"width":164,"height":12}},{"id":"2319c12d-92ff-40c4-befe-569e148fb76a","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":106,"box":{"x":89,"y":707,"width":860,"height":12}},{"id":"fcd7bc05-df17-44e7-802b-8ff0eb95fd21","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":106,"box":{"x":89,"y":722,"width":775,"height":12}},{"id":"a60952d2-2ce8-4544-ad2c-cf95c57ecc93","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":106,"box":{"x":89,"y":737,"width":851,"height":12}},{"id":"818153e8-2422-44e7-b7bc-9ff98f1effb5","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":106,"box":{"x":89,"y":752,"width":875,"height":12}},{"id":"cc5c55c6-8a96-40d4-9e84-26052441a861","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":106,"box":{"x":89,"y":767,"width":844,"height":12}},{"id":"207a200a-5b4b-42e7-a009-d711b2029c83","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":106,"box":{"x":89,"y":782,"width":646,"height":12}},{"id":"5f385593-2fab-4906-b093-40bc38e7693f","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":106,"box":{"x":89,"y":809,"width":769,"height":12}},{"id":"b498f0a9-94ff-4993-9772-c28cea845b0b","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":106,"box":{"x":89,"y":824,"width":784,"height":12}},{"id":"f1e00ca4-a04f-4ad6-a0c0-ed3100116cab","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":106,"box":{"x":89,"y":839,"width":452,"height":12}},{"id":"71cc35d3-f935-4691-a762-cb4cd00010cd","block_type":"box","text":"A-2","page_number":106,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"ed7d284b-7c2a-47c3-9360-cb0f910695f5","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":107,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"142b3180-7f39-4e71-af62-d903a88d5b79","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":107,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"bce151f7-f8ef-4861-8148-ce5f029054f7","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":107,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"12be2310-f5ba-403a-ae60-b1c8144b57c8","block_type":"box","text":"Reports to the Board","page_number":107,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"3afa1467-a83b-4339-bdb1-388f18098755","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":107,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"4c3579c2-285b-493c-b8a8-967899be8080","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":107,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"76ac0103-22a8-4c09-a3be-bce511a5d381","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":107,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"8ffb0294-e269-4a9d-8153-0c358a28f0ad","block_type":"box","text":"that have not previously been reported.","page_number":107,"box":{"x":88,"y":172,"width":275,"height":13}},{"id":"14ee2aa6-d4e6-47ad-a29f-5aac294f702e","block_type":"box","text":"Appendix A","page_number":107,"box":{"x":88,"y":199,"width":85,"height":12}},{"id":"2ab202eb-a02c-4f70-b4e7-50115210e3fb","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":107,"box":{"x":89,"y":225,"width":336,"height":10}},{"id":"98d60434-7651-4f39-b780-57919f83ac81","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":107,"box":{"x":89,"y":252,"width":402,"height":9}},{"id":"f31b71a8-380b-4e81-a375-5a69b7a6cc2e","block_type":"box","text":"A-3","page_number":107,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"29e455ce-1cbc-4716-9e99-050aee24758b","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":108,"box":{"x":168,"y":44,"width":721,"height":30}},{"id":"1b7d0af9-c0e8-450d-b541-bac3b4740ffe","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":108,"box":{"x":89,"y":88,"width":303,"height":12}},{"id":"26826da1-1615-4c03-b626-a133797b0dbd","block_type":"box","text":"Effective as of January 2025","page_number":108,"box":{"x":106,"y":114,"width":197,"height":13}},{"id":"e28e0db5-a689-4bbd-8f8b-7dd9f7914640","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":108,"box":{"x":170,"y":177,"width":716,"height":9}},{"id":"49bb9a5d-749a-4f92-8abb-229ad3e8836a","block_type":"box","text":"Introduction to BlackRock","page_number":108,"box":{"x":171,"y":195,"width":180,"height":10}},{"id":"2878c9e4-ca33-4c1b-8d0d-cfb73300992c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":108,"box":{"x":356,"y":196,"width":530,"height":9}},{"id":"237a30c1-c592-4862-84f5-746d3cb4dd0d","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":108,"box":{"x":170,"y":214,"width":340,"height":12}},{"id":"3c153b24-bc6c-438b-95ac-3acacbbe0bb3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":108,"box":{"x":512,"y":214,"width":374,"height":10}},{"id":"a7be895e-86e0-49ae-8800-b9df385fef93","block_type":"box","text":"Our approach to stewardship within active equities","page_number":108,"box":{"x":170,"y":233,"width":356,"height":12}},{"id":"33713540-8469-496c-96ad-a6bac9ac225b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":108,"box":{"x":532,"y":233,"width":354,"height":10}},{"id":"b1f30969-39ed-4480-969e-6d2c0e835f27","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":108,"box":{"x":170,"y":252,"width":347,"height":12}},{"id":"da3e68bf-f5b3-451d-9db2-a8a36509ab27","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":108,"box":{"x":519,"y":252,"width":367,"height":9}},{"id":"34679756-7dfe-4c37-8b35-bce5177c17c9","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":108,"box":{"x":171,"y":271,"width":715,"height":9}},{"id":"19f4db8b-a764-4f1a-919e-488bc4233c84","block_type":"box","text":"Executive compensation","page_number":108,"box":{"x":171,"y":290,"width":169,"height":12}},{"id":"0d4f1403-34c7-4a65-b236-48dd07abac26","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8","page_number":108,"box":{"x":343,"y":290,"width":543,"height":9}},{"id":"86aab9f8-5aea-4508-aa0c-057368956e30","block_type":"box","text":"Non-executive director compensation","page_number":108,"box":{"x":171,"y":308,"width":263,"height":13}},{"id":"91122003-1908-4cc7-8beb-51e72d718113","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":108,"box":{"x":440,"y":309,"width":446,"height":9}},{"id":"27a18793-b055-47c9-a135-4497ec746053","block_type":"box","text":"Capital structure","page_number":108,"box":{"x":170,"y":327,"width":116,"height":13}},{"id":"882e1ab2-446d-4918-adcd-28163ef1d361","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":108,"box":{"x":290,"y":328,"width":596,"height":9}},{"id":"a09799da-e4dd-49c6-8775-ecff147f2088","block_type":"box","text":"Transactions and special situations","page_number":108,"box":{"x":169,"y":346,"width":245,"height":13}},{"id":"5f7e7454-b935-488c-8924-3d1fe5b2efcf","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":108,"box":{"x":421,"y":347,"width":465,"height":9}},{"id":"01f73c71-9e21-41ef-afe2-33afcbd568a9","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":108,"box":{"x":170,"y":365,"width":341,"height":12}},{"id":"a0ebc038-3451-4716-ba30-f96b7b7958d2","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":108,"box":{"x":512,"y":366,"width":371,"height":9}},{"id":"340af782-0147-49e6-89da-6caff4fbc18d","block_type":"box","text":"Shareholder rights and protections","page_number":108,"box":{"x":170,"y":384,"width":243,"height":12}},{"id":"6482d27e-315b-46fa-9aa7-333cd8b53b4d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":108,"box":{"x":421,"y":385,"width":465,"height":9}},{"id":"08947020-f7a5-4505-9a9e-074a2f1317dc","block_type":"box","text":"Shareholder proposals","page_number":108,"box":{"x":170,"y":403,"width":156,"height":12}},{"id":"aba08a73-ff4d-4017-9ed2-0f792c587dc4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":108,"box":{"x":329,"y":403,"width":557,"height":10}},{"id":"5d735b47-bb3a-4c15-8b55-2c907dc69d61","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":108,"box":{"x":170,"y":422,"width":716,"height":12}},{"id":"6fae4ba8-ff4d-4da7-b002-0029b54eb007","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":108,"box":{"x":170,"y":441,"width":405,"height":12}},{"id":"7a337f52-fc37-4099-9096-406c5f630b51","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":108,"box":{"x":577,"y":441,"width":309,"height":9}},{"id":"d9114a00-a91e-4e38-a495-709f3c03481d","block_type":"box","text":"Key stakeholders","page_number":108,"box":{"x":171,"y":460,"width":116,"height":12}},{"id":"25484430-6a71-41ed-81b4-5ce4fc254de1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":108,"box":{"x":290,"y":460,"width":596,"height":9}},{"id":"54dbab13-fcdc-4f0a-8344-2ad7074fbfce","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":108,"box":{"x":170,"y":479,"width":357,"height":12}},{"id":"6a999c2b-f84a-4104-884b-adcc95cc60f0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":108,"box":{"x":532,"y":479,"width":354,"height":9}},{"id":"16c90687-06b4-4642-a8cf-3148b528ba8c","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":108,"box":{"x":170,"y":497,"width":621,"height":13}},{"id":"bd9791bb-887a-48cd-9ae4-c3fb700df5ea","block_type":"box","text":". . . . . . . . . .A-14","page_number":108,"box":{"x":793,"y":498,"width":93,"height":9}},{"id":"84ec51d5-b7eb-448c-b5bc-50489616180c","block_type":"box","text":"Overview","page_number":108,"box":{"x":89,"y":531,"width":67,"height":9}},{"id":"2dbc68b7-0ef5-410c-8264-a825e36c1b5f","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":108,"box":{"x":88,"y":557,"width":828,"height":12}},{"id":"a6ab9188-6eb2-41ca-8e3c-ea4e5ab12dc6","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers. BAIS works in","page_number":108,"box":{"x":89,"y":572,"width":864,"height":12}},{"id":"b233d52b-45aa-4a8e-913c-29b67a5c3e51","block_type":"box","text":"partnership with BlackRock’s investment teams, excluding index equity, providing expertise on investment stewardship,","page_number":108,"box":{"x":89,"y":587,"width":834,"height":12}},{"id":"1a25ddde-a02c-44ce-ba0f-89af5c81ed4b","block_type":"box","text":"engaging with companies on behalf of those teams when appropriate, and assisting in recommending, operationalizing and","page_number":108,"box":{"x":89,"y":602,"width":867,"height":12}},{"id":"3da3aff8-2902-4df2-aa57-96ac302be7ce","block_type":"box","text":"reporting on voting decisions. The guidance informs BAIS’ voting recommendations to BlackRock’s active portfolio","page_number":108,"box":{"x":89,"y":617,"width":802,"height":12}},{"id":"205794e9-8df8-4412-b43e-3f3594362d23","block_type":"box","text":"managers. It applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions","page_number":108,"box":{"x":89,"y":632,"width":873,"height":13}},{"id":"9aa040ac-513e-405f-bb23-1f4802f39f2e","block_type":"box","text":"strategies. It also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies","page_number":108,"box":{"x":89,"y":647,"width":878,"height":13}},{"id":"8f90f88f-9a3c-4325-ab9c-32836db0d344","block_type":"box","text":"hold voting securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have","page_number":108,"box":{"x":89,"y":662,"width":864,"height":13}},{"id":"20e4202b-1c74-4968-862e-e7a38e2aa61d","block_type":"box","text":"discretion as to how they integrate these guidelines within their investment processes in light of their clients’ or funds’","page_number":108,"box":{"x":89,"y":678,"width":827,"height":12}},{"id":"43f2d8d1-72da-4852-be54-1feeba4379cf","block_type":"box","text":"investment objectives. There are separate, independently developed principles and voting policies that are applied to","page_number":108,"box":{"x":89,"y":693,"width":813,"height":12}},{"id":"5ae4f37d-c832-481c-95ce-05c6746547f0","block_type":"box","text":"BlackRock’s index equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":108,"box":{"x":89,"y":708,"width":792,"height":12}},{"id":"46c2fe0a-e831-4d5e-81bc-d8fb68e35108","block_type":"box","text":"Introduction to BlackRock","page_number":108,"box":{"x":89,"y":734,"width":187,"height":10}},{"id":"983a61fc-d0ca-43ee-8df4-83cae18dc7a7","block_type":"box","text":"BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of","page_number":108,"box":{"x":89,"y":761,"width":825,"height":12}},{"id":"95eb353c-363f-4aa5-8247-589c099fb627","block_type":"box","text":"institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base","page_number":108,"box":{"x":89,"y":776,"width":871,"height":12}},{"id":"9920ff7a-3378-424b-9fe6-77cfded008ac","block_type":"box","text":"includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as","page_number":108,"box":{"x":89,"y":791,"width":865,"height":12}},{"id":"0c3e4787-c609-434d-9316-9e4672fbaf52","block_type":"box","text":"well as individuals around the world.","page_number":108,"box":{"x":88,"y":806,"width":255,"height":10}},{"id":"2cdf2a02-282f-45e7-9174-dc060b6ede82","block_type":"box","text":"A-4","page_number":108,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"65305b14-18a7-489b-adbf-4884a3e5901f","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":109,"box":{"x":88,"y":44,"width":351,"height":12}},{"id":"7a14e4e1-9699-445c-8cda-063531b83ddb","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":109,"box":{"x":89,"y":70,"width":861,"height":13}},{"id":"f26b34d2-b925-4102-8452-6a0a99eec6cb","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":109,"box":{"x":89,"y":85,"width":822,"height":13}},{"id":"8b37fdfe-1295-49de-b055-4b400d8550cb","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":109,"box":{"x":89,"y":101,"width":861,"height":12}},{"id":"1fbde0ac-137a-4660-a48f-642aa98cdadf","block_type":"box","text":"these Global Engagement and Voting Guidelines (“the Guidelines”) and insights from active investment analysts and portfolio","page_number":109,"box":{"x":88,"y":116,"width":879,"height":12}},{"id":"a89bcb1a-936b-48db-8efe-1dac798c8dd8","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":109,"box":{"x":89,"y":131,"width":697,"height":12}},{"id":"7431923b-30f9-4888-9949-fd3121fd87df","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":109,"box":{"x":89,"y":157,"width":857,"height":13}},{"id":"24c14f0f-c9e5-4786-ac1d-615ba36e1ae0","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":109,"box":{"x":88,"y":172,"width":862,"height":13}},{"id":"8ee07a3d-f4d5-4f40-aba8-7f37345e3b0e","block_type":"box","text":"opportunities to deliver durable, risk adjusted financial returns. Generally, portfolio managers and stewardship specialists","page_number":109,"box":{"x":89,"y":188,"width":844,"height":12}},{"id":"5ec88f70-0eba-4546-bf01-4cb37ecde6a4","block_type":"box","text":"engage jointly on substantive matters. Our discussions focus on topics relevant to a company’s success over time including","page_number":109,"box":{"x":89,"y":203,"width":863,"height":12}},{"id":"fde987d9-d243-4899-bcb3-84db37e19364","block_type":"box","text":"governance and leadership, corporate strategy, capital structure and financial performance, operations and sustainability","page_number":109,"box":{"x":89,"y":218,"width":850,"height":12}},{"id":"96828ec5-74fc-44f8-ab57-3f93fee667e6","block_type":"box","text":"related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to be constructive investors and are","page_number":109,"box":{"x":89,"y":233,"width":837,"height":12}},{"id":"b9c3d755-19cc-45c7-aeb1-bec24cb7855c","block_type":"box","text":"generally supportive of management teams that have a track record of financial value creation. We aim to build and maintain","page_number":109,"box":{"x":89,"y":248,"width":873,"height":12}},{"id":"7e012b74-d35d-4e9b-a2fb-a6ac6f7d4bd1","block_type":"box","text":"strong relationships with company leadership based on open dialogue and mutual respect.","page_number":109,"box":{"x":89,"y":263,"width":635,"height":12}},{"id":"8cf4ed0a-0833-4ced-80c4-4407574c5768","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude the portfolio","page_number":109,"box":{"x":89,"y":290,"width":850,"height":12}},{"id":"9fafe777-eff0-4227-8380-ca5155cfadd7","block_type":"box","text":"manager has to make independent voting decisions aligned with their portfolio objectives and investment strategy. For","page_number":109,"box":{"x":89,"y":305,"width":830,"height":12}},{"id":"fe0ccc5b-c7dd-461c-a269-ef5b9f1b6e4e","block_type":"box","text":"example, BAIS will generally vote the holdings in Systematic Active Equity portfolios in accordance with these guidelines. We","page_number":109,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"2474a6e5-48a3-48da-9c2b-69770e3a9dbd","block_type":"box","text":"provide voting recommendations to fundamental equity portfolio managers, who may determine to vote differently based on","page_number":109,"box":{"x":89,"y":335,"width":874,"height":12}},{"id":"80f435a8-9b31-4ec0-84a9-12fff627c940","block_type":"box","text":"their portfolio investment objectives and strategy.","page_number":109,"box":{"x":88,"y":350,"width":346,"height":12}},{"id":"af830fbb-95fc-4927-9dfa-8de3619248ce","block_type":"box","text":"These guidelines discuss corporate governance topics on which we may engage with management teams and board","page_number":109,"box":{"x":88,"y":376,"width":818,"height":13}},{"id":"8248b49b-b592-4415-b06d-f54da1d32782","block_type":"box","text":"directors","page_number":109,"box":{"x":89,"y":392,"width":60,"height":9}},{"id":"d3b35349-a817-47e6-bbca-5f1d426a4ab9","block_type":"box","text":"(1)","page_number":109,"box":{"x":151,"y":390,"width":14,"height":8}},{"id":"6396cd58-32c2-4ec5-9c32-e179a1fa7dd3","block_type":"box","text":"and matters that routinely come to a shareholder vote. We recognize that accepted corporate governance norms","page_number":109,"box":{"x":170,"y":392,"width":789,"height":12}},{"id":"b9f1be0a-e1d6-43f2-afd2-904edf3bac61","block_type":"box","text":"can differ across markets, and believe these guidelines represent globally applicable elements of governance that support a","page_number":109,"box":{"x":89,"y":407,"width":860,"height":12}},{"id":"812ad06e-6db1-4609-bb7a-9e19480ca749","block_type":"box","text":"company’s ability to manage material risks and opportunities and deliver financial returns to investors. Generally, we believe","page_number":109,"box":{"x":89,"y":422,"width":865,"height":12}},{"id":"2e59060c-5fa8-4112-b555-1fe2eb2a4405","block_type":"box","text":"companies should observe accepted corporate governance norms within their local markets or, particularly in markets","page_number":109,"box":{"x":89,"y":437,"width":827,"height":12}},{"id":"ba24088e-54f7-4103-a8f8-1b9b4f1e26b1","block_type":"box","text":"without well-established norms, aspire to widely recognized international best practices. As one of many minority","page_number":109,"box":{"x":88,"y":452,"width":796,"height":12}},{"id":"bb91890f-2b14-4026-a41f-836a267db0e3","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We look to","page_number":109,"box":{"x":89,"y":467,"width":820,"height":13}},{"id":"5eaa485e-9d98-460a-8a8d-811c04d8045b","block_type":"box","text":"companies to provide disclosures that explain how their approach to corporate governance best aligns with the financial","page_number":109,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"cb2305e9-d98c-4e1a-891c-def12337a9b0","block_type":"box","text":"interests of their investors.","page_number":109,"box":{"x":89,"y":497,"width":184,"height":10}},{"id":"de20b042-adc0-4640-a988-29c02b98a13b","block_type":"box","text":"Our approach to stewardship within active equities","page_number":109,"box":{"x":89,"y":524,"width":368,"height":12}},{"id":"2739db8d-6abc-448e-9187-b766db93299d","block_type":"box","text":"As shareholders of public companies, BlackRock’s clients have certain fundamental rights, including the right to vote on","page_number":109,"box":{"x":88,"y":550,"width":838,"height":13}},{"id":"1047c4cf-a4a4-4895-8cdd-6164da91ea44","block_type":"box","text":"proposals put forth by a company’s management or its shareholders. The voting rights attached to these clients’ holdings are","page_number":109,"box":{"x":89,"y":565,"width":876,"height":13}},{"id":"d6eed0ff-aed6-442c-8c8e-d24a6b6c6b59","block_type":"box","text":"an important mechanism for investors to express support for, or concern about, a company’s performance. As a fiduciary,","page_number":109,"box":{"x":89,"y":581,"width":850,"height":12}},{"id":"7650046b-5658-4358-a461-47e85bf549f7","block_type":"box","text":"BlackRock is legally required to make proxy voting determinations, on behalf of clients who have delegated voting authority","page_number":109,"box":{"x":89,"y":596,"width":863,"height":12}},{"id":"608e4b2c-4b83-4bc8-bf1f-5959c0daf54f","block_type":"box","text":"to us, in a manner that is consistent with their investment objectives.","page_number":109,"box":{"x":88,"y":611,"width":482,"height":12}},{"id":"0c0c2a90-f829-4500-8f1a-b97e843c1cca","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":109,"box":{"x":89,"y":637,"width":876,"height":13}},{"id":"32d91fe8-47f3-4d70-a5e3-158f6250308c","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":109,"box":{"x":88,"y":652,"width":821,"height":13}},{"id":"b57c7c7a-7740-4510-ab17-7e8dbb38aa15","block_type":"box","text":"interests of our clients as their shareholders. We take a globally consistent approach to voting but consider the different","page_number":109,"box":{"x":89,"y":668,"width":835,"height":12}},{"id":"f76fd9c9-f81f-4ccd-b0bd-ebbef458c667","block_type":"box","text":"corporate governance regulations and norms in various markets. Votes are determined on a case-by-case basis, in the","page_number":109,"box":{"x":89,"y":683,"width":825,"height":12}},{"id":"7d212d4b-779c-47e8-b35a-f84f60234033","block_type":"box","text":"context of a company’s situation and the investment mandate we have from clients. Please see page 16 for more information","page_number":109,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"57fcff1a-97a3-46e9-b22e-feb055e5ba82","block_type":"box","text":"about how we fulfil and oversee BlackRock’s non-index equity investment stewardship responsibilities.","page_number":109,"box":{"x":89,"y":713,"width":716,"height":12}},{"id":"2b10d7af-626b-4b87-bbdc-a9e45f14aa0e","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":109,"box":{"x":89,"y":739,"width":358,"height":13}},{"id":"bf26cf4f-8b1a-441e-8f01-d40ec723e6f8","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":109,"box":{"x":88,"y":766,"width":880,"height":12}},{"id":"c756b686-d07f-4888-a94f-2a27b46ccc2a","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly those with sustainability objectives in addition to financial","page_number":109,"box":{"x":88,"y":781,"width":834,"height":12}},{"id":"3d184846-897c-434a-bc0e-a05a21c434ff","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":109,"box":{"x":89,"y":796,"width":843,"height":12}},{"id":"658278b2-53f7-45e8-84c7-4f7c73338aa0","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":109,"box":{"x":89,"y":811,"width":873,"height":12}},{"id":"a17eddb5-cec6-46fc-a135-5d612b70d265","block_type":"box","text":"(1) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":109,"box":{"x":89,"y":856,"width":854,"height":10}},{"id":"4382d61f-80a8-43a1-bcd6-bef0a56626bf","block_type":"box","text":"relevant.","page_number":109,"box":{"x":121,"y":868,"width":47,"height":8}},{"id":"e818bbad-23e0-4e5a-9f63-d0b96a15ed6b","block_type":"box","text":"A-5","page_number":109,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"4b7907a1-80fc-4cae-a5eb-4719244107ae","block_type":"box","text":"income investment teams can help inform an issuer’s approach to structuring specialist issuances, such as green bonds, and","page_number":110,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"00725014-44e6-4fa9-a726-7887c69575e8","block_type":"box","text":"the standard terms and information in bond documentation.","page_number":110,"box":{"x":88,"y":59,"width":424,"height":10}},{"id":"9524394b-7ca0-4fc7-a3eb-661bb6e69f73","block_type":"box","text":"Boards of Directors","page_number":110,"box":{"x":89,"y":85,"width":138,"height":10}},{"id":"aef7f7cf-222a-401e-92e9-86a7ba9afb36","block_type":"box","text":"Roles and responsibilities","page_number":110,"box":{"x":106,"y":112,"width":181,"height":12}},{"id":"20990027-3d3a-4747-b2df-b716104791d2","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":110,"box":{"x":88,"y":138,"width":852,"height":13}},{"id":"4f19b23b-696c-4df0-a286-c6c3623a69b3","block_type":"box","text":"able to advise and supervise management in an independent and objective manner","page_number":110,"box":{"x":89,"y":153,"width":583,"height":13}},{"id":"efd5236c-971f-4033-a608-631e378dd025","block_type":"box","text":"(2)","page_number":110,"box":{"x":673,"y":151,"width":14,"height":9}},{"id":"594c6612-75ec-42e9-be9a-9653a62b5e0d","block_type":"box","text":".","page_number":110,"box":{"x":688,"y":162,"width":2,"height":1}},{"id":"b4dd78b9-5732-49e2-9f86-c695a455a38a","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":110,"box":{"x":88,"y":180,"width":850,"height":12}},{"id":"cfffa5bb-aa09-4ef9-bcae-f0a43aacb607","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":110,"box":{"x":89,"y":195,"width":835,"height":12}},{"id":"ad227182-67d0-4a9d-840a-f01525997964","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":110,"box":{"x":89,"y":210,"width":833,"height":13}},{"id":"57ff33e0-44cc-4c02-ad89-6848c0b9d281","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":110,"box":{"x":89,"y":225,"width":772,"height":13}},{"id":"2f676c5e-bbe5-4794-ad38-cf8433589b3b","block_type":"box","text":"In promoting the success of the company, the board ensures the necessary resources, policies and procedures are in place to","page_number":110,"box":{"x":89,"y":252,"width":873,"height":12}},{"id":"adfaf3d6-ee32-4bae-90e3-73ab24d1ce0f","block_type":"box","text":"help management meet its strategic objectives within an agreed risk tolerance.","page_number":110,"box":{"x":89,"y":267,"width":550,"height":12}},{"id":"30b22752-76bc-4259-a877-40f56262445c","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":110,"box":{"x":89,"y":293,"width":848,"height":13}},{"id":"f3bbfbcf-2b82-4ea4-91bc-bc708050aeea","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":110,"box":{"x":89,"y":308,"width":848,"height":13}},{"id":"f9e007b3-83bd-4f42-9828-429165587cc3","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":110,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"6ff87939-f297-4d75-8c28-bae1881ff450","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":110,"box":{"x":89,"y":339,"width":463,"height":12}},{"id":"ea6b28d4-d99c-4c46-aa29-63f8c7a0bbe6","block_type":"box","text":"Composition and effectiveness","page_number":110,"box":{"x":89,"y":365,"width":221,"height":12}},{"id":"4c5ad1d8-9eb5-4dcf-b17e-c85a6839be49","block_type":"box","text":"Appointment process","page_number":110,"box":{"x":104,"y":392,"width":156,"height":12}},{"id":"4c5d842e-e810-4da9-91cf-d8db14843bcb","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":110,"box":{"x":88,"y":418,"width":823,"height":12}},{"id":"da63ec11-1bb8-4a73-8e22-dc823040434f","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. The board or a sub-committee should determine","page_number":110,"box":{"x":89,"y":433,"width":852,"height":13}},{"id":"c67c252b-d89d-4dbd-a70a-f859dfe154b2","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":110,"box":{"x":88,"y":448,"width":829,"height":13}},{"id":"e205943b-a602-4234-ade8-6b4d32d494cc","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":110,"box":{"x":89,"y":463,"width":850,"height":13}},{"id":"37b7b6ce-0edf-46ad-830c-7d2a925b78d5","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether a director candidate’s","page_number":110,"box":{"x":89,"y":479,"width":875,"height":12}},{"id":"42e5daed-e483-466b-8887-4d502441972c","block_type":"box","text":"characteristics would be additive. We welcome disclosures that explain how the board considered different skills,","page_number":110,"box":{"x":89,"y":494,"width":787,"height":12}},{"id":"d14eac01-5fec-417d-b299-e8bdb5d8ea03","block_type":"box","text":"backgrounds and experience to ensure the directors collectively can be effective in fulfilling their responsibilities. We assess a","page_number":110,"box":{"x":89,"y":509,"width":872,"height":12}},{"id":"b447ee9d-52c8-4375-9a06-a47e689560ea","block_type":"box","text":"company’s board composition against that of its peer group and local market requirements.","page_number":110,"box":{"x":89,"y":524,"width":642,"height":12}},{"id":"92a4ccec-19b9-4467-800a-0de5a728d93c","block_type":"box","text":"Shareholders periodically vote to elect, remove and nominate directors to serve on the board. We may vote against the","page_number":110,"box":{"x":88,"y":550,"width":829,"height":13}},{"id":"93d396a1-b5c5-462a-9545-bd9d8fb1efb4","block_type":"box","text":"election of the most senior independent director, or the chair of the relevant committee, where a company has not","page_number":110,"box":{"x":89,"y":565,"width":800,"height":13}},{"id":"788829c1-7aad-41f5-ba5d-3022f14383b7","block_type":"box","text":"demonstrated it has an appointment process that results in a high functioning board with the appropriate complement of","page_number":110,"box":{"x":89,"y":581,"width":853,"height":12}},{"id":"f72b8a92-ea21-4551-8c43-9f4ff6945aa1","block_type":"box","text":"skills, backgrounds and experience amongst the directors to support strong financial performance over time. We may vote","page_number":110,"box":{"x":89,"y":596,"width":856,"height":12}},{"id":"077cac49-a1c8-4ab2-a568-b8579ed0a3d8","block_type":"box","text":"against newly nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s","page_number":110,"box":{"x":89,"y":611,"width":871,"height":12}},{"id":"9aead77b-09d3-4d41-9c88-c947d8aca780","block_type":"box","text":"effectiveness.","page_number":110,"box":{"x":89,"y":626,"width":92,"height":10}},{"id":"628bd750-6e88-4d13-beb1-2a06f2b49809","block_type":"box","text":"Independence","page_number":110,"box":{"x":106,"y":652,"width":101,"height":13}},{"id":"f317b867-a522-4689-9b7c-b61870321b66","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":110,"box":{"x":89,"y":679,"width":871,"height":12}},{"id":"7500bb12-1146-4f51-89b1-5ead9aa2c10b","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. At least half","page_number":110,"box":{"x":89,"y":694,"width":874,"height":12}},{"id":"d88cd318-34d0-49f3-9013-a7fdab831843","block_type":"box","text":"of the directors should be independent and free from conflicts of interest or undue influence","page_number":110,"box":{"x":89,"y":709,"width":646,"height":12}},{"id":"81f3c20e-10c1-4644-a2d9-f58dd17dcb0e","block_type":"box","text":"(3)","page_number":110,"box":{"x":736,"y":707,"width":14,"height":8}},{"id":"ee9d2d4b-3b97-4f22-9fa6-a2a7ad6d6c7b","block_type":"box","text":". This ensures sufficient","page_number":110,"box":{"x":752,"y":709,"width":164,"height":10}},{"id":"343e15e2-d440-452f-9809-8abd81de5c22","block_type":"box","text":"independent directors to have appropriately independent board committees. Companies domiciled in markets with a higher","page_number":110,"box":{"x":89,"y":724,"width":866,"height":13}},{"id":"71bc5153-9732-4bc7-92c6-a6bf7ae6bcd5","block_type":"box","text":"threshold for board independence should meet those requirements.","page_number":110,"box":{"x":88,"y":739,"width":474,"height":13}},{"id":"6ec8ffbc-7168-4317-a345-2051d9c42ce1","block_type":"box","text":"(2) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":110,"box":{"x":89,"y":803,"width":871,"height":10}},{"id":"26b07eeb-c80f-4f03-b9ba-bfd6ec6f9f7f","block_type":"box","text":"examples.","page_number":110,"box":{"x":121,"y":816,"width":55,"height":9}},{"id":"3a7e49a3-abb5-4a69-bf48-605f7658bfe5","block_type":"box","text":"(3) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":110,"box":{"x":89,"y":831,"width":860,"height":10}},{"id":"419d0797-f421-4bc6-aeb5-34f81330c4ef","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":110,"box":{"x":121,"y":843,"width":809,"height":10}},{"id":"da367769-725e-4e94-9769-96d8686d20aa","block_type":"box","text":"rest,","page_number":110,"box":{"x":931,"y":844,"width":23,"height":8}},{"id":"97c9c500-b049-4185-a97d-eba1281a4143","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":110,"box":{"x":121,"y":856,"width":800,"height":10}},{"id":"5c37323c-ae6b-48ad-ac50-f8634f27065e","block_type":"box","text":"terests","page_number":110,"box":{"x":922,"y":857,"width":37,"height":7}},{"id":"189d8f5e-6960-474f-a878-7f723e5061f1","block_type":"box","text":"of the company and shareholders.","page_number":110,"box":{"x":121,"y":868,"width":190,"height":10}},{"id":"fdfcdbe6-10a5-473b-8fd8-74ad1ef93b73","block_type":"box","text":"A-6","page_number":110,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"e4f77e87-a022-4c87-82d1-64f3c7733271","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":111,"box":{"x":88,"y":44,"width":789,"height":12}},{"id":"b62dd78e-3197-4814-beca-f913f718b4a9","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":111,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"df7df1ef-f8e9-40fe-b2f8-401ff2a73be6","block_type":"box","text":"is a perennial issue.","page_number":111,"box":{"x":89,"y":74,"width":134,"height":12}},{"id":"76b92404-4be8-4ea8-b388-1f6a9322a6c7","block_type":"box","text":"Independent board leadership","page_number":111,"box":{"x":106,"y":101,"width":216,"height":12}},{"id":"5da6561c-a02a-4321-a8f8-1c9e63aab7d3","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":111,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"69d2e8a5-88c7-45a3-9e19-d5710ab5ac1a","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":111,"box":{"x":89,"y":142,"width":856,"height":12}},{"id":"17048dba-b36e-4eaf-8b08-675bba91a01b","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":111,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"d3d7cf03-a547-4f9e-9939-7830d46172d6","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":111,"box":{"x":89,"y":172,"width":851,"height":13}},{"id":"de0d40a8-04d0-4638-824f-a034c4fbebfa","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":111,"box":{"x":88,"y":188,"width":858,"height":12}},{"id":"a04ee923-df46-430c-8524-290462b2310f","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":111,"box":{"x":89,"y":203,"width":819,"height":12}},{"id":"6a94cbbf-fa46-46d8-b4b6-7a222343a944","block_type":"box","text":"available to investors to discuss board governance matters such as CEO succession, executive pay, and board performance.","page_number":111,"box":{"x":89,"y":218,"width":860,"height":12}},{"id":"94c61a7f-cd28-47ea-87b2-52d219709e0a","block_type":"box","text":"We look to boards to explain their independent board leadership model and how it serves the interests of shareholders.","page_number":111,"box":{"x":88,"y":233,"width":832,"height":12}},{"id":"1402f798-44af-4dea-8705-b992c320cf54","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":111,"box":{"x":88,"y":259,"width":873,"height":13}},{"id":"1d6bae8a-197c-473e-ad93-12f980bf63a0","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":111,"box":{"x":89,"y":274,"width":837,"height":13}},{"id":"00f5feed-9607-4e43-b6f7-94deec8a4b57","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":111,"box":{"x":89,"y":290,"width":566,"height":12}},{"id":"33920fa9-bb4f-47ee-aa04-3d9b475c38b4","block_type":"box","text":"Tenure and succession","page_number":111,"box":{"x":104,"y":316,"width":165,"height":10}},{"id":"b5adfe03-bbb4-45af-87d7-a4406d012d2f","block_type":"box","text":"Boards should establish the length of time a director would normally be expected to serve, in line with market norms where","page_number":111,"box":{"x":89,"y":342,"width":863,"height":13}},{"id":"19266e99-acc6-4b61-8f6d-3f8a78e3c472","block_type":"box","text":"those exist. In such markets, we find it helpful when companies disclose their approach to director tenure particularly around","page_number":111,"box":{"x":88,"y":358,"width":875,"height":12}},{"id":"e37212ca-8c72-4ce2-8347-94b60f9a3ac3","block_type":"box","text":"the contributions of directors who have served for longer periods than provided for in local practices. In our experience, long","page_number":111,"box":{"x":88,"y":373,"width":877,"height":12}},{"id":"34b5f277-7f37-475b-ac0b-89e55a0ded87","block_type":"box","text":"serving directors could become less independent given their relationship with management and involvement in past board","page_number":111,"box":{"x":89,"y":388,"width":857,"height":12}},{"id":"ad61e4ae-d166-450a-9017-fcd85c8baa3b","block_type":"box","text":"decisions.","page_number":111,"box":{"x":89,"y":403,"width":67,"height":10}},{"id":"f9b5099b-e6d2-4b18-a921-4e5a9484cf37","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":111,"box":{"x":88,"y":429,"width":851,"height":13}},{"id":"6088f1b1-c808-45c3-af2b-44235b36234d","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":111,"box":{"x":89,"y":445,"width":872,"height":12}},{"id":"868c38f7-8d02-4474-8bb5-19a5053217a3","block_type":"box","text":"long-term knowledge of the board and company.","page_number":111,"box":{"x":89,"y":460,"width":343,"height":12}},{"id":"c029d1e5-c11d-4ef8-9726-5848a39237f0","block_type":"box","text":"In markets where there is not specific director tenure guidance, we may vote against the election of the chair of the","page_number":111,"box":{"x":89,"y":486,"width":806,"height":12}},{"id":"ac2fe4f7-dcd7-45e0-ae9f-e3a4a2459d6f","block_type":"box","text":"committee responsible for board composition if there is not a clearly disclosed approach to director tenure and board","page_number":111,"box":{"x":89,"y":501,"width":820,"height":13}},{"id":"2c818482-bb33-4dc8-ab52-658fb1886a57","block_type":"box","text":"renewal. We may vote against the election of directors who have served for longer duration than typical in markets with","page_number":111,"box":{"x":89,"y":516,"width":836,"height":13}},{"id":"4af59c68-d4ab-4be8-8acf-c6edaa6c3f3d","block_type":"box","text":"specific guidance, where the case for their continued service is not evident.","page_number":111,"box":{"x":89,"y":531,"width":524,"height":13}},{"id":"f8731215-b493-49c9-bea4-e38fe807f607","block_type":"box","text":"Capacity","page_number":111,"box":{"x":105,"y":558,"width":62,"height":12}},{"id":"9d267fdd-da9e-438d-90a5-210b33e26140","block_type":"box","text":"To be effective and engaged, directors must commit appropriate time and energy to the role. A board should assess the","page_number":111,"box":{"x":88,"y":584,"width":836,"height":13}},{"id":"86d9abb6-2f61-4d7d-9571-a37fb0c1e44e","block_type":"box","text":"ability of its members to maintain an appropriate focus on board matters and the company taking into consideration","page_number":111,"box":{"x":89,"y":599,"width":816,"height":13}},{"id":"ff7527b2-1b1b-4a74-89bd-e86099a2643e","block_type":"box","text":"competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and required time","page_number":111,"box":{"x":89,"y":615,"width":873,"height":12}},{"id":"7653ce4b-eca5-4ffc-bb47-da730339d78b","block_type":"box","text":"commitment but note that they are generally more intensive than a standard directorship. We will take local norms and","page_number":111,"box":{"x":89,"y":630,"width":833,"height":12}},{"id":"958d8814-9cca-4e48-a6f8-84e6a3f04de1","block_type":"box","text":"practices into consideration when making our voting determinations across markets.","page_number":111,"box":{"x":89,"y":645,"width":594,"height":12}},{"id":"c88b74c7-4d8d-4203-8a0b-4d8d74008ba1","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":111,"box":{"x":88,"y":671,"width":859,"height":13}},{"id":"73d37845-606f-49dc-a0de-312dedd9f682","block_type":"box","text":"the board and company.","page_number":111,"box":{"x":88,"y":686,"width":169,"height":13}},{"id":"e709db2e-8a48-49d8-aff5-81f2f7d48da2","block_type":"box","text":"Director elections","page_number":111,"box":{"x":106,"y":713,"width":126,"height":10}},{"id":"75428091-6b4e-4f9e-8277-b5dcce09bb08","block_type":"box","text":"In support of director accountability to shareholders, directors should stand for election on a regular basis, ideally annually. A","page_number":111,"box":{"x":89,"y":739,"width":874,"height":13}},{"id":"0becee58-4706-487a-8788-9bb90cbdf604","block_type":"box","text":"classified board structure may be justified by a company when it needs consistency and stability during a time of transition,","page_number":111,"box":{"x":89,"y":754,"width":862,"height":13}},{"id":"da62e136-1993-496a-8f41-4bdbeb27dc50","block_type":"box","text":"or on the basis of its business model, e.g., a non-operating company such as closed-end funds.","page_number":111,"box":{"x":89,"y":770,"width":664,"height":12}},{"id":"74dd2468-d277-4c32-912d-3cce3290f6c9","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":111,"box":{"x":88,"y":796,"width":876,"height":12}},{"id":"9b06d0b4-2749-4d55-a2d0-320955720eb6","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":111,"box":{"x":88,"y":811,"width":856,"height":12}},{"id":"e09e3270-cfd5-41b9-a121-d71142504889","block_type":"box","text":"capabilities and suitability. We will not support the election of directors whose names and biographical details have not been","page_number":111,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"87a64b4a-35f3-4f3c-acc8-8e8ea631a982","block_type":"box","text":"disclosed sufficiently in advance of the shareholder meeting.","page_number":111,"box":{"x":89,"y":841,"width":422,"height":13}},{"id":"70f5641a-8fd2-4953-9446-4d4e548a8141","block_type":"box","text":"A-7","page_number":111,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"38c1160a-acce-4876-929d-0e4b60a048b0","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":112,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"fb47f347-1310-4adb-8e99-3dc041541b0e","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":112,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"61be0c29-786b-4106-83f4-498780bdcd89","block_type":"box","text":"best serves investors’ interests.","page_number":112,"box":{"x":89,"y":74,"width":215,"height":10}},{"id":"7f57fb63-dec8-4069-94b8-66e9072697ef","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":112,"box":{"x":88,"y":101,"width":846,"height":12}},{"id":"6ab553cb-73b2-49cb-9a55-33f8c1342fd4","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":112,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"8e97f175-204e-4fc7-876d-4399c9db34ea","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":112,"box":{"x":89,"y":131,"width":581,"height":12}},{"id":"c3ffa35b-df61-40e9-a340-cf9f6a8bd96a","block_type":"box","text":"Committees","page_number":112,"box":{"x":105,"y":158,"width":86,"height":9}},{"id":"4dec7fd5-1047-4c2d-932f-e6550acc5c42","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":112,"box":{"x":89,"y":184,"width":859,"height":12}},{"id":"665c3a94-46dc-47c3-a1aa-e21ec3fb0a4a","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":112,"box":{"x":89,"y":199,"width":855,"height":12}},{"id":"652b17f8-cc8e-490a-8712-dcbf5a28b996","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":112,"box":{"x":88,"y":214,"width":798,"height":12}},{"id":"b3317930-63dd-481f-8501-ba67c969b4a2","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":112,"box":{"x":89,"y":229,"width":847,"height":12}},{"id":"fb7b38ef-f976-4d8f-af6d-d23a31a5abb2","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":112,"box":{"x":89,"y":244,"width":840,"height":13}},{"id":"34c2e3b7-e9f0-4fb7-a5d2-94662f707632","block_type":"box","text":"committees. The board should disclose to shareholders the structure, membership, proportion of independent directors, and","page_number":112,"box":{"x":89,"y":259,"width":872,"height":13}},{"id":"4dfc930c-174c-4f7a-af16-7f8043c35f65","block_type":"box","text":"responsibilities of each committee. The responsibilities we typically see assigned to the three most common committees","page_number":112,"box":{"x":89,"y":274,"width":843,"height":13}},{"id":"f1344b5a-0534-431d-8dec-f01f4ed7ed66","block_type":"box","text":"include:","page_number":112,"box":{"x":89,"y":290,"width":53,"height":9}},{"id":"4a3f8ce7-8872-4fca-babd-3ee285c9686d","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":112,"box":{"x":121,"y":310,"width":830,"height":12}},{"id":"633e07b9-348c-4fd8-8682-e42b04e305e1","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":112,"box":{"x":153,"y":325,"width":807,"height":12}},{"id":"0c0f1176-5114-47bb-8d9b-2f68ae94a5f5","block_type":"box","text":"whistleblowing mechanisms.","page_number":112,"box":{"x":153,"y":340,"width":203,"height":12}},{"id":"41e8ca45-4657-4aa3-95be-e3c563295cd5","block_type":"box","text":"• Nominating, governance and human capital – ensures appropriate corporate governance principles and practices","page_number":112,"box":{"x":121,"y":360,"width":826,"height":12}},{"id":"730efb1c-9f28-439d-ac29-b3b0bdf1f6a1","block_type":"box","text":"including the periodic review of board performance; responsible for succession planning for CEO and key board","page_number":112,"box":{"x":154,"y":375,"width":779,"height":13}},{"id":"9c83e470-534c-4283-8771-760bfb25cb64","block_type":"box","text":"roles, as well as the director appointment process; may also have oversight responsibilities for human capital","page_number":112,"box":{"x":154,"y":390,"width":759,"height":13}},{"id":"3b6a5f9c-3ac4-4061-bdb8-df8daadee087","block_type":"box","text":"management strategies including corporate culture and purpose.","page_number":112,"box":{"x":154,"y":405,"width":456,"height":13}},{"id":"b6c6aa67-786c-45ab-87ea-712ac9eae925","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":112,"box":{"x":121,"y":426,"width":817,"height":12}},{"id":"b2649f75-da23-4d2d-9df7-8ab712df0526","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":112,"box":{"x":154,"y":441,"width":808,"height":12}},{"id":"1ff7fd02-42ab-4fc1-b527-50ebda45f4be","block_type":"box","text":"wide compensation policies.","page_number":112,"box":{"x":153,"y":456,"width":199,"height":12}},{"id":"2170cc99-1a29-4503-b764-c08f23cd8d89","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":112,"box":{"x":88,"y":482,"width":866,"height":13}},{"id":"ddd51be0-0dbe-4cb2-b266-a1f58af10d0b","block_type":"box","text":"our concerns and provide feedback on how a committee has undertaken its responsibilities. We may vote against the election","page_number":112,"box":{"x":89,"y":497,"width":877,"height":13}},{"id":"4dde51ff-cec3-4cb5-8e27-64b66f922479","block_type":"box","text":"of the most senior non-executive director if there is not a clearly disclosed approach to board committees.","page_number":112,"box":{"x":89,"y":513,"width":742,"height":12}},{"id":"988d8650-5697-46cb-ad1f-37f9fd192ea2","block_type":"box","text":"Board and director evaluation","page_number":112,"box":{"x":106,"y":539,"width":212,"height":10}},{"id":"98e327e3-c74d-407e-b35e-ba584a394fb2","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":112,"box":{"x":88,"y":565,"width":853,"height":13}},{"id":"d2b4995e-811c-4654-bd51-100b8366bbbd","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":112,"box":{"x":88,"y":581,"width":853,"height":12}},{"id":"1684c791-19de-44d0-9037-0d8855b312eb","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":112,"box":{"x":89,"y":596,"width":871,"height":12}},{"id":"c8bd132a-01cd-4dba-aa1d-f81bff0c9ee5","block_type":"box","text":"and objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":112,"box":{"x":89,"y":611,"width":661,"height":12}},{"id":"9a87d221-d4de-4b59-adee-0ff927c07db7","block_type":"box","text":"Access to independent advice","page_number":112,"box":{"x":104,"y":637,"width":216,"height":13}},{"id":"7cc33852-22cf-40d2-9be9-72b4f48984d3","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":112,"box":{"x":88,"y":664,"width":840,"height":12}},{"id":"f53e6c4a-e0ed-4620-b562-a18c7a3d3b7c","block_type":"box","text":"independent advice. When circumstances warrant, boards should be able to retain independent third parties to advise on","page_number":112,"box":{"x":89,"y":679,"width":846,"height":12}},{"id":"1ce2acd4-dc24-4768-9638-143ad64dc0f9","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":112,"box":{"x":89,"y":694,"width":843,"height":12}},{"id":"fa3259a7-8a3d-4718-9620-f3d431759288","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":112,"box":{"x":89,"y":709,"width":841,"height":12}},{"id":"39416a5a-207d-42fd-871b-02dc1fc2c8fc","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":112,"box":{"x":89,"y":724,"width":805,"height":13}},{"id":"a55f1c02-578b-44fd-af74-716c2089412a","block_type":"box","text":"succession planning.","page_number":112,"box":{"x":89,"y":739,"width":145,"height":13}},{"id":"524e1cc8-06f3-4401-9528-a7618f2ebf7a","block_type":"box","text":"Executive compensation","page_number":112,"box":{"x":89,"y":766,"width":174,"height":12}},{"id":"b0e011ee-dd35-4309-923f-81cbd9fef53d","block_type":"box","text":"Boards should establish compensation arrangements that enable the company to recruit, retain and reward the caliber of","page_number":112,"box":{"x":89,"y":792,"width":848,"height":13}},{"id":"e1d79456-9bc8-4cc7-bc5f-bbea58b02f30","block_type":"box","text":"executive management necessary to lead and operate the company to deliver superior financial returns over time. We focus","page_number":112,"box":{"x":89,"y":807,"width":864,"height":13}},{"id":"fc8ca434-22c3-49e0-a19b-17542a1fe41d","block_type":"box","text":"on alignment between variable pay and a company’s financial performance.","page_number":112,"box":{"x":89,"y":822,"width":529,"height":13}},{"id":"826109dd-b105-4258-b4ef-32c56c37eebf","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":112,"box":{"x":89,"y":849,"width":787,"height":12}},{"id":"4c811e2b-e5ee-475c-a707-48216134db74","block_type":"box","text":"performance against short-term metrics, share-based incentives that reward performance against long-term metrics, and","page_number":112,"box":{"x":89,"y":864,"width":851,"height":12}},{"id":"548d2bd4-3b52-4976-9468-73f0816f40cd","block_type":"box","text":"A-8","page_number":112,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"908f9864-d035-4dcb-9c40-86b415f0d008","block_type":"box","text":"pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market norms and","page_number":113,"box":{"x":89,"y":44,"width":842,"height":12}},{"id":"33a5567c-9562-4404-bb38-9e8cd13d006d","block_type":"box","text":"benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the company, its","page_number":113,"box":{"x":89,"y":59,"width":834,"height":12}},{"id":"1bb45d03-be8f-4ca1-ac4e-cfcccc8a3a28","block_type":"box","text":"sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":113,"box":{"x":89,"y":74,"width":701,"height":12}},{"id":"0a048687-f309-4569-b0b5-2a93de92e24e","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":113,"box":{"x":89,"y":101,"width":819,"height":12}},{"id":"3721f267-eb86-4e68-910d-a2a3e44dd22c","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":113,"box":{"x":89,"y":116,"width":836,"height":12}},{"id":"20744c76-4151-496b-997a-59b1a532233e","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":113,"box":{"x":89,"y":131,"width":825,"height":12}},{"id":"48d0f142-b237-41a9-8632-0498260bd1c0","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":113,"box":{"x":89,"y":146,"width":673,"height":12}},{"id":"b087e361-218d-4d80-b02d-bf982492e9d7","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":113,"box":{"x":121,"y":166,"width":823,"height":12}},{"id":"62940807-c753-4327-9e8d-0f033d3f10ed","block_type":"box","text":"company’s size, sector and market.","page_number":113,"box":{"x":154,"y":181,"width":244,"height":13}},{"id":"d87706a2-d144-42e2-97a1-3f87b5dfeecc","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":113,"box":{"x":121,"y":201,"width":840,"height":13}},{"id":"3bba5af8-cb65-4da4-a8f0-e153c7c4c2ca","block_type":"box","text":"objectives.","page_number":113,"box":{"x":154,"y":216,"width":72,"height":13}},{"id":"06db88d7-2698-48e9-8ab0-71f1b06de662","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":113,"box":{"x":121,"y":237,"width":637,"height":12}},{"id":"e0fc67c9-3057-41c5-99bb-47cb291d590b","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":113,"box":{"x":121,"y":257,"width":805,"height":12}},{"id":"915b16ed-8f4e-4421-a3ad-695074d50d50","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":113,"box":{"x":154,"y":272,"width":778,"height":12}},{"id":"ce5521ab-68f0-4198-9b55-f09ed1d93ff0","block_type":"box","text":"• Outcomes that are consistent with the returns to investors over the relevant time period.","page_number":113,"box":{"x":121,"y":292,"width":651,"height":12}},{"id":"b56c5891-31df-4c9f-acf2-d7e6e068fca5","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":113,"box":{"x":121,"y":312,"width":752,"height":13}},{"id":"4204a537-0ea1-428c-b185-75d789beff55","block_type":"box","text":"transparently.","page_number":113,"box":{"x":153,"y":327,"width":94,"height":13}},{"id":"0c452da3-9d54-4b26-b748-9ccc6eb20461","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":113,"box":{"x":121,"y":348,"width":822,"height":12}},{"id":"9742db22-ee10-4caa-85c8-530f4d6f9995","block_type":"box","text":"company within a defined time period, as determined by the board.","page_number":113,"box":{"x":154,"y":363,"width":470,"height":12}},{"id":"685976ad-3e9c-4223-b3d8-4e915fc41f1c","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":113,"box":{"x":121,"y":383,"width":737,"height":12}},{"id":"a9c60d61-6e1f-4d0c-b982-18a689551f03","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":113,"box":{"x":121,"y":403,"width":774,"height":12}},{"id":"4d09f399-4955-4367-a569-d7a9e7914e00","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":113,"box":{"x":154,"y":418,"width":805,"height":12}},{"id":"a1e95661-8345-466e-8b3a-40592b7dc79a","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":113,"box":{"x":121,"y":438,"width":756,"height":13}},{"id":"0c39d40b-5da4-4e84-b9c1-a9d1c7e61703","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":113,"box":{"x":88,"y":465,"width":857,"height":12}},{"id":"0658e4d6-5ab2-4ae5-9083-a3de8674c8b7","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":113,"box":{"x":89,"y":480,"width":825,"height":12}},{"id":"df62c740-0067-4929-9f4a-582652d82ca2","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":113,"box":{"x":88,"y":495,"width":804,"height":12}},{"id":"c6ccb79a-7cf7-44cd-a0f4-507d780f8a97","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":113,"box":{"x":89,"y":510,"width":874,"height":12}},{"id":"7df62cfd-2408-452c-a746-1c3b80e926a2","block_type":"box","text":"independent director.","page_number":113,"box":{"x":89,"y":525,"width":148,"height":12}},{"id":"753e0f61-535a-4207-9d74-a824b2cbee2d","block_type":"box","text":"Non-executive director compensation","page_number":113,"box":{"x":89,"y":552,"width":272,"height":12}},{"id":"20110efd-ab27-4e33-9742-e63c1ba9a114","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":113,"box":{"x":89,"y":578,"width":875,"height":12}},{"id":"f1e20a26-7525-4a05-82d2-99f2c3f0cbea","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":113,"box":{"x":89,"y":593,"width":845,"height":13}},{"id":"c21d37ca-8b96-4f2d-afa9-14ebfa70cda8","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":113,"box":{"x":89,"y":608,"width":832,"height":13}},{"id":"8d7c426b-1dcf-4a01-bae9-79500287d9d8","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":113,"box":{"x":89,"y":623,"width":501,"height":13}},{"id":"cab083f4-5889-4068-a5e8-a0afc182c80b","block_type":"box","text":"Capital structure","page_number":113,"box":{"x":89,"y":650,"width":119,"height":12}},{"id":"78471d46-4043-4785-b3e1-f34fe9c90ec9","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":113,"box":{"x":89,"y":676,"width":859,"height":13}},{"id":"53f29ff8-cd93-47b4-b274-6f2528e05568","block_type":"box","text":"capital allocation and management in support of long-term financial resilience.","page_number":113,"box":{"x":89,"y":691,"width":553,"height":13}},{"id":"9b241503-e486-4406-87fb-ba726bf8f87d","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":113,"box":{"x":88,"y":718,"width":876,"height":12}},{"id":"e6dda31d-9bdc-424c-ae5f-c529c1fcb53b","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities or","page_number":113,"box":{"x":88,"y":733,"width":875,"height":12}},{"id":"7bdf88d2-beaf-4f46-b673-597ec96bfffe","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":113,"box":{"x":88,"y":748,"width":873,"height":12}},{"id":"5c59079a-7f61-4f66-9665-59a629dcee9f","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":113,"box":{"x":89,"y":763,"width":838,"height":13}},{"id":"48dd9b5d-7898-47b8-b2e4-f913f7d822b4","block_type":"box","text":"Share issuance","page_number":113,"box":{"x":105,"y":790,"width":107,"height":9}},{"id":"f17deb31-2325-40ad-9838-8a1dbbd84318","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":113,"box":{"x":88,"y":816,"width":807,"height":13}},{"id":"4b228e1c-55fb-48e0-8e97-f05893ad69f1","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. Companies should","page_number":113,"box":{"x":89,"y":831,"width":868,"height":13}},{"id":"1d29e12c-22fe-49b0-b802-a420914cfdf3","block_type":"box","text":"seek regular approval of these authorities to allow shareholders to take into consideration how prior authorities were used, as","page_number":113,"box":{"x":89,"y":846,"width":877,"height":13}},{"id":"9362358b-0a0e-47d0-a527-ab29982184cf","block_type":"box","text":"well as the current circumstances of the company and the market environment.","page_number":113,"box":{"x":88,"y":862,"width":558,"height":12}},{"id":"9594ccd3-b896-4c0a-8c90-abb373b9b0f6","block_type":"box","text":"A-9","page_number":113,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"73e7a3a0-df7f-4ad0-a14f-3eb483e15d5a","block_type":"box","text":"Share buybacks","page_number":114,"box":{"x":105,"y":44,"width":113,"height":12}},{"id":"53263ae8-4b0f-4565-8a2b-a5e507c35e7a","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":114,"box":{"x":88,"y":70,"width":786,"height":13}},{"id":"ac1ee5e6-cd5b-4a88-904b-7f31356f6c80","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":114,"box":{"x":89,"y":85,"width":844,"height":13}},{"id":"69f60adc-5b67-4b27-b952-ee9cc9592591","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":114,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"79fa86e6-587d-4c53-ae7c-61bcae3ffe5a","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":114,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"df4c52d4-13fc-4fc8-bb93-13718c9f70df","block_type":"box","text":"price. Companies should seek regular approval of these authorities to allow shareholders to take into consideration how prior","page_number":114,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"9a5231d1-f113-4452-9488-a959c080b280","block_type":"box","text":"authorities were used, as well as the current circumstances of the company and the market environment.","page_number":114,"box":{"x":89,"y":146,"width":735,"height":12}},{"id":"085728da-65e0-45b6-80a2-3e77e707f772","block_type":"box","text":"We would normally expect companies to cancel repurchased shares. If a company plans to retain them as treasury shares,","page_number":114,"box":{"x":88,"y":172,"width":854,"height":13}},{"id":"aa50d4c5-eaf0-44cb-9462-989b6f322a26","block_type":"box","text":"management should provide a detailed rationale in the context of the disclosed capital management strategy.","page_number":114,"box":{"x":89,"y":188,"width":767,"height":12}},{"id":"0b84f1e9-01b7-49cc-a81d-120de053409f","block_type":"box","text":"Dividends","page_number":114,"box":{"x":106,"y":214,"width":70,"height":10}},{"id":"0ae6a021-9c8b-4dc5-a60c-504dc3b41ded","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":114,"box":{"x":88,"y":240,"width":852,"height":13}},{"id":"c006e686-2bed-4f28-b257-90b47dcfb29c","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":114,"box":{"x":89,"y":256,"width":534,"height":12}},{"id":"ab0be22f-84f6-4909-b17a-5599eb8a605a","block_type":"box","text":"Differentiated voting rights","page_number":114,"box":{"x":106,"y":282,"width":193,"height":12}},{"id":"111faddb-d627-4842-bac0-38db866b46bd","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":114,"box":{"x":88,"y":308,"width":862,"height":13}},{"id":"5284232e-a195-4582-8c1c-2b74fe007d8e","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":114,"box":{"x":89,"y":324,"width":875,"height":12}},{"id":"a0b5949a-ce40-4223-af7f-b9464d5c447c","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":114,"box":{"x":89,"y":339,"width":860,"height":12}},{"id":"1fd9ecff-a1e2-4fee-a1b7-4c14b2c3c067","block_type":"box","text":"periodic basis.","page_number":114,"box":{"x":89,"y":354,"width":98,"height":12}},{"id":"d30c6ada-60d4-4508-92de-0ad4a0654648","block_type":"box","text":"Transactions and special situations","page_number":114,"box":{"x":88,"y":380,"width":253,"height":13}},{"id":"461300c3-09e5-4f3f-9c30-cf83c8fa7e80","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":114,"box":{"x":88,"y":407,"width":813,"height":12}},{"id":"a811dd35-3925-4995-a60e-666cbbb1b3d5","block_type":"box","text":"proposals.","page_number":114,"box":{"x":89,"y":422,"width":70,"height":12}},{"id":"237e8963-9b1a-41a4-929c-3ea39541933c","block_type":"box","text":"Mergers and acquisitions","page_number":114,"box":{"x":105,"y":448,"width":182,"height":13}},{"id":"c59247e4-3268-40c6-92a1-718c3bb16953","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":114,"box":{"x":88,"y":475,"width":856,"height":12}},{"id":"3cc378b2-f011-4c00-a0d4-6f1b224a935f","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":114,"box":{"x":89,"y":490,"width":846,"height":12}},{"id":"e9236542-cebd-4595-834b-6ea26da2a842","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":114,"box":{"x":89,"y":505,"width":861,"height":12}},{"id":"02b2c1c9-d6d5-4851-9233-d27ae51374bd","block_type":"box","text":"the transaction enhances shareholder value. The board should consider establishing an ad hoc transaction committee to","page_number":114,"box":{"x":88,"y":520,"width":845,"height":12}},{"id":"97b736cb-598b-467f-8927-0f72bc4b4c8e","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":114,"box":{"x":89,"y":535,"width":855,"height":13}},{"id":"d88a3ed9-99fe-44b9-9270-7ef7d330c966","block_type":"box","text":"shareholders.","page_number":114,"box":{"x":89,"y":550,"width":93,"height":10}},{"id":"6215adde-a727-4637-8a58-375312c83f7d","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":114,"box":{"x":88,"y":577,"width":727,"height":12}},{"id":"ce094195-6a10-44a9-aaab-1fcb12bdfd5e","block_type":"box","text":"Anti-takeover defenses","page_number":114,"box":{"x":104,"y":603,"width":167,"height":10}},{"id":"f7bb804b-b7bc-4980-87d7-d1e4e331095a","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":114,"box":{"x":89,"y":630,"width":842,"height":12}},{"id":"bad5ab4e-9b58-4d8c-be05-aa63b976387b","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":114,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"9ee86f4a-5b53-4dc2-8323-8c11ae4acceb","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":114,"box":{"x":89,"y":660,"width":865,"height":12}},{"id":"a80fb068-6fc6-4205-b5de-0b634e81930e","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":114,"box":{"x":89,"y":675,"width":832,"height":12}},{"id":"fc6e88b5-dafd-49b8-8bdc-0dabffae8537","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":114,"box":{"x":89,"y":690,"width":856,"height":13}},{"id":"0c693601-7cd5-4ca7-bc9d-cdc7f0052b62","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We look","page_number":114,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"e4b87222-a183-4f42-9f4f-5c2af2a7034f","block_type":"box","text":"for a shareholder vote for any mechanisms expected to be in place for more than 12 months.","page_number":114,"box":{"x":88,"y":720,"width":650,"height":13}},{"id":"3c36f008-6f55-4019-b747-91405fcff9f0","block_type":"box","text":"Shareholder activism","page_number":114,"box":{"x":105,"y":747,"width":151,"height":10}},{"id":"2a8b15d8-50fb-4c8b-9e08-d935481944dc","block_type":"box","text":"When companies are the focus of an activism campaign, we may engage with the activist to understand their analysis and","page_number":114,"box":{"x":88,"y":773,"width":857,"height":13}},{"id":"1f853346-0707-4a84-8217-a3486731aeab","block_type":"box","text":"objectives, once they have gone public. We will also engage with company management and possibly board members,","page_number":114,"box":{"x":89,"y":788,"width":829,"height":13}},{"id":"14cdfcfa-3c19-4911-802b-b4aec5bf0fe0","block_type":"box","text":"especially those the activist may be seeking to replace. In our assessment, we evaluate various factors, including the","page_number":114,"box":{"x":89,"y":804,"width":811,"height":12}},{"id":"46a12272-34f7-4af8-83f3-6d0f2d08449d","block_type":"box","text":"concerns raised by the activist and the case for change; the quality of both the activist’s and management’s plans; and the","page_number":114,"box":{"x":89,"y":819,"width":855,"height":12}},{"id":"9eb02f1f-88f0-48c0-8e62-4fcb10823e4e","block_type":"box","text":"qualifications of each party’s candidates. We evaluate each contested situation by assessing the potential financial outcome","page_number":114,"box":{"x":89,"y":834,"width":866,"height":12}},{"id":"5e5d888a-844b-4a7e-9390-df09b5988bd9","block_type":"box","text":"for our clients as minority shareholders.","page_number":114,"box":{"x":88,"y":849,"width":278,"height":12}},{"id":"7d12bd07-5b2c-4349-bf99-a8a3e1203d1d","block_type":"box","text":"A-10","page_number":114,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"74a6e8bd-e990-4cf6-b754-15ba7da3d3ef","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if the activist has demonstrated that their case for","page_number":115,"box":{"x":88,"y":44,"width":849,"height":12}},{"id":"31d69a0d-70ba-453b-a3dd-0925d3a74ef4","block_type":"box","text":"change enhances shareholder value, or if the incumbent board members do not demonstrate the relevant skills and expertise","page_number":115,"box":{"x":89,"y":59,"width":876,"height":12}},{"id":"f25bb33a-f122-46bb-a542-5f7896d0e401","block_type":"box","text":"or have a poor track record of protecting shareholders’ interests.","page_number":115,"box":{"x":89,"y":74,"width":449,"height":12}},{"id":"b7564d63-9e09-41d1-8151-05b9c9a3ab66","block_type":"box","text":"Significant shareholders and related party transactions","page_number":115,"box":{"x":105,"y":101,"width":396,"height":12}},{"id":"ed091642-b9f6-4c00-9f5d-8512d3edd14c","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should be able to demonstrate that the interests of all","page_number":115,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"651d81b6-ddfd-4540-9902-e12af75d5c0c","block_type":"box","text":"shareholders are given equitable consideration.","page_number":115,"box":{"x":89,"y":142,"width":329,"height":12}},{"id":"407876f1-b9f5-4abe-8fd6-b4a5594a3aad","block_type":"box","text":"Transactions with related parties, such as significant shareholders or companies connected with the public company, should","page_number":115,"box":{"x":88,"y":169,"width":871,"height":12}},{"id":"aa050136-359b-4ba4-8877-9ecdf6933f8d","block_type":"box","text":"be disclosed in detail and conducted on terms similar to what would objectively have been agreed with a non-related party.","page_number":115,"box":{"x":89,"y":184,"width":861,"height":12}},{"id":"3067bb66-3c5e-456f-a554-bb6e03ea8f70","block_type":"box","text":"Such transactions should be reviewed and approved by the independent members of the board, and if voted on, only","page_number":115,"box":{"x":88,"y":199,"width":818,"height":12}},{"id":"f159e4c6-f241-472a-8333-191910262a8e","block_type":"box","text":"disinterested shareholders should vote.","page_number":115,"box":{"x":89,"y":214,"width":273,"height":10}},{"id":"46dda671-2c6a-40ff-9393-1c79cb24e8c9","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":115,"box":{"x":89,"y":240,"width":352,"height":13}},{"id":"65fc81bc-ee75-4673-b167-51dca8db0cea","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":115,"box":{"x":89,"y":267,"width":783,"height":12}},{"id":"747ab088-dcff-410f-aa20-ee9d8c156bb4","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":115,"box":{"x":89,"y":282,"width":868,"height":12}},{"id":"841b9af0-8200-4390-9569-772662cf9bbc","block_type":"box","text":"the company to create shareholder value over time. The board should oversee corporate reporting and the policies and","page_number":115,"box":{"x":88,"y":297,"width":831,"height":12}},{"id":"e8a0faa8-07d3-45e0-be5f-5f0c71072e11","block_type":"box","text":"procedures underpinning the internal audit function and external audit.","page_number":115,"box":{"x":89,"y":312,"width":499,"height":13}},{"id":"48981e8f-76b1-444f-8ff4-c79dcd44201c","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors and other stakeholders on its","page_number":115,"box":{"x":88,"y":339,"width":829,"height":12}},{"id":"a49d62c4-9d09-48bd-98a2-05f7d631df8a","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":115,"box":{"x":88,"y":354,"width":879,"height":12}},{"id":"b12be46b-af3a-420b-b44b-61a3064214d5","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":115,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"47371623-7b97-4b64-9dbc-66259020ff98","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":115,"box":{"x":89,"y":384,"width":864,"height":12}},{"id":"b7e26134-a7cf-4a50-99b2-fa829bb0b28f","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":115,"box":{"x":89,"y":399,"width":862,"height":13}},{"id":"8495248a-f35b-45f4-b2fa-25c3de46122a","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":115,"box":{"x":89,"y":414,"width":862,"height":13}},{"id":"d98ec3bd-c405-49f1-9833-540df15fd80b","block_type":"box","text":"and the implications of these, disclosed.","page_number":115,"box":{"x":89,"y":429,"width":279,"height":13}},{"id":"7ade345e-dc69-4654-812b-f2b778f47e8e","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":115,"box":{"x":89,"y":456,"width":819,"height":12}},{"id":"7de195f0-8749-450f-ac31-713752c13c63","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, nonfinancial information, internal","page_number":115,"box":{"x":89,"y":471,"width":844,"height":12}},{"id":"9253edc5-e7ef-4290-a2c5-99f105b201ac","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":115,"box":{"x":89,"y":486,"width":863,"height":12}},{"id":"484cab8c-d199-4631-80b3-0b2a2ae5c080","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":115,"box":{"x":88,"y":501,"width":878,"height":13}},{"id":"f04b4da7-58e4-41ae-95c2-d54922928013","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":115,"box":{"x":88,"y":516,"width":840,"height":13}},{"id":"749ad428-d5e9-4ad2-99d2-63fcc6d21827","block_type":"box","text":"external audit process annually.","page_number":115,"box":{"x":89,"y":531,"width":219,"height":13}},{"id":"61932265-3db5-4e61-929c-26d5258fac73","block_type":"box","text":"Similarly, material sustainability-related factors that are integral to how a company manages risks or generates revenue","page_number":115,"box":{"x":88,"y":558,"width":834,"height":12}},{"id":"c54b8511-7415-4cf3-999d-78f95363e19e","block_type":"box","text":"should be disclosed. In our view, the standards developed by the International Sustainability Standards Board, can be helpful","page_number":115,"box":{"x":89,"y":573,"width":867,"height":12}},{"id":"101b00de-7326-4a10-aa01-bccffefd3c60","block_type":"box","text":"to companies in preparing such reports","page_number":115,"box":{"x":88,"y":588,"width":275,"height":12}},{"id":"49f78b3c-7232-46d9-8bec-26ed4648738e","block_type":"box","text":"(4)","page_number":115,"box":{"x":365,"y":586,"width":14,"height":8}},{"id":"fcef9b09-3954-4dc5-9203-edd39fdbfb6e","block_type":"box","text":".","page_number":115,"box":{"x":381,"y":596,"width":2,"height":2}},{"id":"44a56d88-28b4-4b76-942c-93d4cf66eae4","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":115,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"8960a825-df8e-4472-aff8-31651b280248","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":115,"box":{"x":89,"y":630,"width":797,"height":12}},{"id":"8cc689b0-411b-440c-8758-ddddb7100d1f","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":115,"box":{"x":89,"y":645,"width":813,"height":12}},{"id":"b8fe2190-8f94-4456-9a1c-eadd9edbd82f","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":115,"box":{"x":89,"y":660,"width":532,"height":12}},{"id":"ab96f0fe-9a74-4dcc-b4dc-4cad62531a05","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":115,"box":{"x":88,"y":686,"width":879,"height":13}},{"id":"cdecb0d1-b25e-4138-ae7a-e5e10a8838ba","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":115,"box":{"x":89,"y":702,"width":856,"height":12}},{"id":"459fff45-2d9f-4ead-ad42-2bc80ed1c032","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":115,"box":{"x":89,"y":717,"width":850,"height":12}},{"id":"7c52345d-b4e7-4976-baf7-c2f445244c82","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":115,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"4f0c8b90-198a-4d4b-a917-1c134f788876","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":115,"box":{"x":88,"y":747,"width":837,"height":12}},{"id":"18bf983d-d456-4800-a2b4-1ea67a1c15b0","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":115,"box":{"x":89,"y":762,"width":618,"height":12}},{"id":"10a7d2d8-ace7-4bc8-8987-fcc5ea2e5aed","block_type":"box","text":"(4) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclos","page_number":115,"box":{"x":89,"y":818,"width":813,"height":10}},{"id":"10ed9531-022a-4308-a9d6-240f8b4232eb","block_type":"box","text":"e informa","page_number":115,"box":{"x":903,"y":818,"width":57,"height":8}},{"id":"83aac950-455e-4c93-b20b-f3ea337003f4","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":115,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"a4246bee-6668-487a-821e-ea1709cd628c","block_type":"box","text":"ions","page_number":115,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"c600f3ac-8bb8-450b-99aa-4dcbc19eb1e9","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":115,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"db8c3c87-b7c3-442e-b2dc-09f3e49429bf","block_type":"box","text":"bout its","page_number":115,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"6eb7c3d4-bdc0-4c46-9f43-1010247b9655","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":115,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"8123e3b5-5188-46d8-b4f6-a183fa77a638","block_type":"box","text":"ding","page_number":115,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"84067f37-38bd-44a3-848a-bb9643236cc3","block_type":"box","text":"resources to the entity.","page_number":115,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"4fa08369-7f6d-4b65-ab8b-81bf889eaba1","block_type":"box","text":"A-11","page_number":115,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"ebefd3b7-285c-43f4-a816-8e2d4296852a","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":116,"box":{"x":88,"y":44,"width":824,"height":12}},{"id":"ef4d6089-0df0-409f-8d7a-8bfbb1f28887","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":116,"box":{"x":89,"y":59,"width":826,"height":12}},{"id":"d4604b03-3ccc-41a2-a14b-980028523f7b","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of the reporting or the audit. We may","page_number":116,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"b463e68b-11bb-4e51-b9df-d90d8f4aba4e","block_type":"box","text":"vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about the","page_number":116,"box":{"x":88,"y":89,"width":861,"height":13}},{"id":"e79b98e0-4d96-4051-8b43-151e11c1acd3","block_type":"box","text":"auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board has","page_number":116,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"0d45ab7a-7f7b-4a69-8c11-d8202e307378","block_type":"box","text":"not established reasonable remediation plans.","page_number":116,"box":{"x":89,"y":119,"width":320,"height":13}},{"id":"4d7d8b11-4644-46d0-ac2c-028607729fa8","block_type":"box","text":"Shareholder rights and protections","page_number":116,"box":{"x":88,"y":146,"width":252,"height":12}},{"id":"cbc901d8-26ae-4fd2-a094-665c818f6c83","block_type":"box","text":"General shareholder meetings","page_number":116,"box":{"x":105,"y":172,"width":217,"height":13}},{"id":"cd354243-9f47-423e-aa77-2f1fef2cc83a","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":116,"box":{"x":89,"y":199,"width":875,"height":12}},{"id":"2a8eaa2c-8131-423d-b542-2553c9c806a8","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":116,"box":{"x":89,"y":214,"width":831,"height":12}},{"id":"9e51bd89-a285-48e9-9107-713cfa654483","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":116,"box":{"x":89,"y":229,"width":846,"height":12}},{"id":"8d8e5a78-48bd-4e9d-b7dd-de7613acaabb","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":116,"box":{"x":88,"y":244,"width":823,"height":13}},{"id":"e86bec28-f601-43d1-807a-18c935e622fb","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":116,"box":{"x":88,"y":259,"width":774,"height":13}},{"id":"bab98ac8-1739-41cc-9252-6b2214e0ec91","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":116,"box":{"x":88,"y":286,"width":877,"height":12}},{"id":"c8570c29-c3a7-453a-aad3-94dd149ba09e","block_type":"box","text":"manner or do not provide sufficient information for us to take an informed voting decision. We may vote against directors if","page_number":116,"box":{"x":89,"y":301,"width":865,"height":12}},{"id":"3d987d9b-6444-47a4-83aa-d4a91e21e01b","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":116,"box":{"x":88,"y":316,"width":704,"height":12}},{"id":"a53e34d9-be08-44a5-ba39-e80d85a43f2e","block_type":"box","text":"Bylaw amendments","page_number":116,"box":{"x":106,"y":342,"width":140,"height":13}},{"id":"aca84e00-c720-4c50-8c56-825bdc029fec","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":116,"box":{"x":88,"y":369,"width":860,"height":12}},{"id":"92ebe8ea-a30b-42bc-8080-daffe7b35def","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":116,"box":{"x":89,"y":384,"width":873,"height":12}},{"id":"d8f02f88-b924-446c-9f95-ec43d58316cd","block_type":"box","text":"to a shareholder vote.","page_number":116,"box":{"x":88,"y":399,"width":151,"height":10}},{"id":"cd58e092-6048-4073-a1ab-9a9e8180e449","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections. We may vote against directors if","page_number":116,"box":{"x":88,"y":426,"width":853,"height":12}},{"id":"ac920988-9756-4c31-9e54-a4ead7fbc603","block_type":"box","text":"material changes are made to the bylaws without shareholder approval.","page_number":116,"box":{"x":89,"y":441,"width":501,"height":12}},{"id":"748daf62-2250-44f1-b878-e3e43759cc1e","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":116,"box":{"x":89,"y":467,"width":876,"height":13}},{"id":"31b3f3d8-c9b4-4019-ae6c-f4f3d3c6d44b","block_type":"box","text":"meaningful shareholding the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":116,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"a1f591a5-2a6a-481c-82e9-575bf08ca8fd","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":116,"box":{"x":89,"y":497,"width":579,"height":13}},{"id":"5fd1104f-100a-4d80-bc48-827001e63a36","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":116,"box":{"x":89,"y":524,"width":876,"height":12}},{"id":"ca773b60-c7f5-43ba-83eb-2ff51d5b36eb","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":116,"box":{"x":89,"y":539,"width":859,"height":12}},{"id":"37aefebf-26ed-4dd6-ad66-6586070f42e3","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":116,"box":{"x":89,"y":554,"width":756,"height":12}},{"id":"e528677a-d5b9-4919-854c-dd81005b510e","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":116,"box":{"x":88,"y":581,"width":878,"height":12}},{"id":"6a70586d-3537-42dc-90aa-95c2d39be8e0","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":116,"box":{"x":88,"y":596,"width":696,"height":12}},{"id":"b859e0de-856c-4127-9e87-ab47d0f18796","block_type":"box","text":"Change of domicile","page_number":116,"box":{"x":105,"y":622,"width":139,"height":12}},{"id":"7d59ddca-53db-4b05-b6e5-2bb1a8fe38c1","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":116,"box":{"x":88,"y":649,"width":842,"height":12}},{"id":"975d17d3-fee3-4cb7-9af2-84311400101c","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":116,"box":{"x":89,"y":664,"width":754,"height":12}},{"id":"af1ab69b-cc81-4e47-b3ba-fbfdbcd807f0","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":116,"box":{"x":88,"y":690,"width":878,"height":13}},{"id":"45b12546-7dd0-4e48-8f45-c16de7de6957","block_type":"box","text":"financial interests.","page_number":116,"box":{"x":88,"y":705,"width":126,"height":10}},{"id":"d445f1b1-34ee-4efe-a74e-388f7d445b6d","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":116,"box":{"x":105,"y":732,"width":446,"height":12}},{"id":"23cf7e1a-c03c-4a92-9080-e0f7f8378815","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":116,"box":{"x":89,"y":758,"width":826,"height":13}},{"id":"b668b132-85c2-47b0-9adf-cc273be99b43","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":116,"box":{"x":89,"y":773,"width":823,"height":13}},{"id":"484a3de2-742f-4e6b-b1ba-1da1b7f225bd","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":116,"box":{"x":89,"y":788,"width":455,"height":13}},{"id":"da0df2e0-aa3d-41b7-aa36-d48bec8e8b7e","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":116,"box":{"x":88,"y":815,"width":871,"height":12}},{"id":"2b91d3ad-7dbe-4336-8ba0-f1178cd76da5","block_type":"box","text":"not provided a credible argument for change.","page_number":116,"box":{"x":89,"y":830,"width":316,"height":12}},{"id":"6039924f-bd85-42bf-9ad6-2491810589ab","block_type":"box","text":"A-12","page_number":116,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"2c5f3ae9-7a5e-4b49-8a5c-c2dde82d3bcb","block_type":"box","text":"Shareholder proposals","page_number":117,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"abd65b4a-0193-4c4a-bc1e-1b271ae1e70b","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":117,"box":{"x":88,"y":70,"width":813,"height":13}},{"id":"ee5ff359-fa25-48ff-8999-57cc06c6bb6e","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":117,"box":{"x":89,"y":85,"width":846,"height":13}},{"id":"5bbce887-2309-4de2-88c3-0e9b7870087f","block_type":"box","text":"majority of votes cast at the meeting. The topics raised address a range of governance, social and environmental matters that","page_number":117,"box":{"x":89,"y":101,"width":879,"height":12}},{"id":"1111e700-2f6a-476e-a702-30f5402ede4f","block_type":"box","text":"may be relevant to a company’s business. Shareholder proposals are considered by many investors to be an escalation tool","page_number":117,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"788708e2-0a06-48ef-9cf0-90aa460909bd","block_type":"box","text":"when a company is unresponsive to their engagement.","page_number":117,"box":{"x":88,"y":131,"width":384,"height":12}},{"id":"f7348508-1e8d-4ae5-8195-a145701f2a97","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":117,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"b9d8bf1a-b0ad-4215-8e84-1d33bd543909","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":117,"box":{"x":89,"y":172,"width":861,"height":13}},{"id":"93b8bf64-f6a6-44f5-be93-a85dc1a95028","block_type":"box","text":"being acted upon might have on financial performance.","page_number":117,"box":{"x":89,"y":188,"width":388,"height":12}},{"id":"3b8fb915-19ce-4336-b45f-53c9c354d532","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":117,"box":{"x":89,"y":214,"width":861,"height":12}},{"id":"4a697282-05f7-4c5e-8c0e-4e5b52c36758","block_type":"box","text":"understand the apparent difference in perspective. If we continue to believe the company is not acting in shareholders’","page_number":117,"box":{"x":89,"y":229,"width":829,"height":12}},{"id":"4396af28-9751-4788-ada8-466d0b15676b","block_type":"box","text":"financial interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so","page_number":117,"box":{"x":88,"y":244,"width":871,"height":13}},{"id":"d1c4a094-4170-4fa5-8351-dece9e6c1e6e","block_type":"box","text":"reinforces the points made in our engagement or is aligned with our clients’ financial interests. We generally do not support","page_number":117,"box":{"x":89,"y":259,"width":865,"height":13}},{"id":"edb17fb1-5e97-4395-b1fc-d8584625d5ca","block_type":"box","text":"shareholder proposals that are legally binding on the company, seek to alter a company’s strategy or direct its operations, or","page_number":117,"box":{"x":89,"y":274,"width":868,"height":13}},{"id":"e3fb69dc-b70a-46e8-9fd0-3fb401bba0a1","block_type":"box","text":"are unrelated to how a company manages risk or generates financial returns.","page_number":117,"box":{"x":89,"y":290,"width":537,"height":12}},{"id":"4546118b-fb93-4b19-bbb3-407d9698f19d","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how we can","page_number":117,"box":{"x":89,"y":316,"width":851,"height":12}},{"id":"3421ded2-c530-4e46-94ab-bf122b84fa20","block_type":"box","text":"interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals.","page_number":117,"box":{"x":89,"y":331,"width":876,"height":12}},{"id":"0dfc8293-d84a-40bc-b2d4-d92fb0122950","block_type":"box","text":"We can vote on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":117,"box":{"x":88,"y":346,"width":647,"height":13}},{"id":"6026abf2-34dd-4158-933c-fc21bb74da5e","block_type":"box","text":"Corporate political activities","page_number":117,"box":{"x":89,"y":373,"width":202,"height":12}},{"id":"6d66f4f2-d526-4c1e-8b15-ef00ba99f975","block_type":"box","text":"We seek to understand how companies ensure that their direct and indirect engagement in the policy making process is","page_number":117,"box":{"x":88,"y":399,"width":841,"height":13}},{"id":"3a0f12df-2616-475a-9849-74baf8651671","block_type":"box","text":"consistent with their public statements on policy matters important to the company’s long-term strategy. The board should","page_number":117,"box":{"x":89,"y":414,"width":865,"height":13}},{"id":"3a70d8ee-9fa5-4349-a7a4-cb8174ba02de","block_type":"box","text":"be aware of the approach taken to corporate political activities as there can be reputational risks arising from inconsistencies.","page_number":117,"box":{"x":89,"y":429,"width":876,"height":13}},{"id":"bd1920d7-faf8-4f77-b49d-9bd5a05e63bf","block_type":"box","text":"Companies should, as a minimum, meet all regulatory disclosure requirements on political activities, and ideally, provide","page_number":117,"box":{"x":89,"y":445,"width":839,"height":12}},{"id":"c08fe6a0-36fa-4b6f-93a2-82ff56adef08","block_type":"box","text":"accessible and clear disclosures to shareholders on policy positions, public policy engagement activities and political","page_number":117,"box":{"x":89,"y":460,"width":814,"height":12}},{"id":"4e445917-85cd-47f8-9139-47a3a9cfb742","block_type":"box","text":"donations. To mitigate the risk of inconsistencies, companies can usefully assess the alignment between their policy priorities","page_number":117,"box":{"x":89,"y":475,"width":878,"height":12}},{"id":"67b396f6-dfbf-48ef-848c-4515a917bc78","block_type":"box","text":"and the policy positions of the trade associations of which they are active members and any engagements undertaken by","page_number":117,"box":{"x":89,"y":490,"width":849,"height":12}},{"id":"89cea955-b0fe-4ce1-81ce-4e32a9b653f4","block_type":"box","text":"trade associations on behalf of members.","page_number":117,"box":{"x":88,"y":505,"width":289,"height":10}},{"id":"7a1922c1-7654-47b4-9019-7805c61c3581","block_type":"box","text":"Generally, this is an engagement matter, although we may support a relevant shareholder proposal, or vote against directors,","page_number":117,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"b0286323-0b7d-4a8f-9f87-8e9080ce0db7","block_type":"box","text":"where a company’s disclosures are insufficient, or it becomes public that there is a material contradiction in a company’s","page_number":117,"box":{"x":88,"y":547,"width":845,"height":12}},{"id":"cea01941-dbef-4c44-92f3-d74b0e646966","block_type":"box","text":"public policy positions and its policy engagement.","page_number":117,"box":{"x":89,"y":562,"width":348,"height":12}},{"id":"bfdd3186-4fa9-430e-a6a1-7d3cc2acdbb8","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":117,"box":{"x":88,"y":588,"width":421,"height":12}},{"id":"876ccc90-7ae4-456e-af86-a4dd9cb0c72c","block_type":"box","text":"We seek to understand how companies manage the risks and opportunities inherent in their business operations. In our","page_number":117,"box":{"x":88,"y":615,"width":840,"height":12}},{"id":"2ecc7bbe-bea4-4cb5-b007-134a4e784bb9","block_type":"box","text":"experience, sustainability-related factors","page_number":117,"box":{"x":89,"y":630,"width":282,"height":12}},{"id":"7222041a-f669-431e-b9ae-8b2221a1b22f","block_type":"box","text":"(5)","page_number":117,"box":{"x":373,"y":628,"width":14,"height":8}},{"id":"45f9af99-6b8f-4ffc-b6ea-22268d58be42","block_type":"box","text":"that are relevant to a company’s business or material to its financial performance,","page_number":117,"box":{"x":392,"y":630,"width":571,"height":12}},{"id":"ae68c45f-6b6f-4fd3-aecd-44e24e92f65d","block_type":"box","text":"are generally operational considerations embedded into day-to-day management systems. Certain sustainability issues may","page_number":117,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"0ee7b475-b9d4-49d4-81e2-572eec47b340","block_type":"box","text":"also inform long-term strategic planning, for example, investing in product innovation in anticipation of changing consumer","page_number":117,"box":{"x":89,"y":660,"width":868,"height":12}},{"id":"a955fb16-2fdc-4ef8-ab35-b1235ee5f91e","block_type":"box","text":"demand or adapting supply chains in response to changing regulatory requirements.","page_number":117,"box":{"x":89,"y":675,"width":593,"height":12}},{"id":"5ac68ab4-bb5f-4c62-a4fe-aa4a1d6a4e9d","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":117,"box":{"x":88,"y":702,"width":864,"height":12}},{"id":"e6e0b875-3db3-4d19-b740-1883c6103b2f","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":117,"box":{"x":89,"y":717,"width":862,"height":12}},{"id":"58c97fd8-14c9-448d-b1b5-2502c13905e1","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":117,"box":{"x":89,"y":732,"width":783,"height":12}},{"id":"b2793fae-1a7e-4691-aaf5-afb8c08e347c","block_type":"box","text":"(5) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":117,"box":{"x":89,"y":793,"width":831,"height":10}},{"id":"2250bff2-86b7-4e43-8cf8-a05a2cd70b49","block_type":"box","text":"el that","page_number":117,"box":{"x":922,"y":793,"width":34,"height":8}},{"id":"8e828e22-f556-4a45-a946-92ac5e50a72d","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":117,"box":{"x":121,"y":805,"width":826,"height":10}},{"id":"c257aa4e-b2a1-4ef7-ad7c-a3e8eda7d537","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":117,"box":{"x":121,"y":818,"width":832,"height":10}},{"id":"fa154d17-80a4-4989-a1a2-4f26b17c008e","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":117,"box":{"x":121,"y":831,"width":818,"height":10}},{"id":"f972308c-0ad3-4c11-ad90-0dc4ae37690a","block_type":"box","text":"e","page_number":117,"box":{"x":940,"y":833,"width":5,"height":5}},{"id":"a1edd571-ae0b-45b2-866e-4c630e6e1f11","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":117,"box":{"x":121,"y":843,"width":823,"height":10}},{"id":"fe0d996b-dc02-4e5f-935b-76ae9955a55f","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":117,"box":{"x":121,"y":856,"width":785,"height":10}},{"id":"aa88cffd-e959-4838-b181-259d24f83c79","block_type":"box","text":"onsider","page_number":117,"box":{"x":907,"y":856,"width":46,"height":8}},{"id":"229ca68c-2061-4c95-8f9f-efb19e1711f5","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":117,"box":{"x":121,"y":868,"width":323,"height":10}},{"id":"0b4316fa-af70-4348-bfee-00d59ac8e91f","block_type":"box","text":"A-13","page_number":117,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"7fba0ef7-aa9e-4c57-9730-50031c455019","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":118,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"b63127b9-f471-45d0-b13c-54b93cc94e99","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":118,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"2fc7b46e-e2b5-43cb-a74a-56ef1e953a5e","block_type":"box","text":"investment.","page_number":118,"box":{"x":89,"y":75,"width":80,"height":9}},{"id":"ad92c866-1cd8-48c3-ac54-bc3b85dae345","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":118,"box":{"x":88,"y":101,"width":834,"height":12}},{"id":"375c5105-08c3-46b8-9b18-45a3388ee425","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":118,"box":{"x":89,"y":116,"width":762,"height":12}},{"id":"4a2198f0-5c4a-4f1c-829a-56358a2e5a95","block_type":"box","text":"Key stakeholders","page_number":118,"box":{"x":89,"y":142,"width":121,"height":12}},{"id":"4d14ca03-8c76-4da0-85aa-c9a3e4ffd59c","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":118,"box":{"x":89,"y":169,"width":842,"height":12}},{"id":"340ab772-aacb-4390-a0c0-6bd1421d1c0e","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":118,"box":{"x":89,"y":184,"width":858,"height":12}},{"id":"52751f84-8f44-45c7-aeb1-07b818814dae","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":118,"box":{"x":88,"y":199,"width":843,"height":12}},{"id":"9ccb9034-245c-4ffb-a81c-a39bee45e18e","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":118,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"a77c2893-3577-456a-b435-a6a53df7081e","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":118,"box":{"x":89,"y":229,"width":865,"height":12}},{"id":"f8e9a20a-06bc-4d27-8c02-d00fa0216c71","block_type":"box","text":"be financially resilient over time.","page_number":118,"box":{"x":89,"y":244,"width":223,"height":13}},{"id":"70ba492e-6eaf-470a-b08e-76f7a1668290","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":118,"box":{"x":89,"y":271,"width":367,"height":12}},{"id":"e0680295-6524-4899-9b75-6f5dddca31b4","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":118,"box":{"x":89,"y":297,"width":847,"height":12}},{"id":"e17ee2be-42fa-4e98-8657-f2ff1b17e438","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":118,"box":{"x":88,"y":312,"width":875,"height":13}},{"id":"4331af33-964a-43c6-8859-655cc3f9dcb0","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":118,"box":{"x":89,"y":327,"width":864,"height":13}},{"id":"09fe8546-4876-4a2b-afd3-4113dc1f5fca","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":118,"box":{"x":88,"y":342,"width":878,"height":13}},{"id":"68981437-f5bc-4c0c-bc29-e8b2cf9af19e","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":118,"box":{"x":88,"y":358,"width":849,"height":12}},{"id":"731e6837-d7b6-4fb3-bcb9-0201754459d6","block_type":"box","text":"levels. This approach is only taken following BlackRock receiving the explicit approval from the applicable fund board.","page_number":118,"box":{"x":89,"y":373,"width":820,"height":12}},{"id":"5190fff1-e81d-491d-9844-4ca88555c9a0","block_type":"box","text":"The decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":118,"box":{"x":88,"y":399,"width":859,"height":13}},{"id":"fff65c74-2d7d-45c5-b3f5-c10d79b16367","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":118,"box":{"x":88,"y":414,"width":867,"height":13}},{"id":"7562b0e0-9a43-46aa-927d-0da37d9b999e","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":118,"box":{"x":89,"y":429,"width":872,"height":13}},{"id":"6adfd531-29b8-4df2-a53c-8c6163841757","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization.","page_number":118,"box":{"x":88,"y":445,"width":842,"height":12}},{"id":"33ac7b7f-f3b8-4574-beed-b65fd4941613","block_type":"box","text":"These disclosures should include an explanation of the decarbonization scenarios a company is using in its near- and long","page_number":118,"box":{"x":88,"y":460,"width":862,"height":12}},{"id":"cc74a7f2-07cf-4974-94c4-0f48e5b13b65","block_type":"box","text":"term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas (GHG) emissions and reduction targets","page_number":118,"box":{"x":88,"y":475,"width":860,"height":12}},{"id":"9d506085-31ab-43ef-a46d-4b642d17e1bd","block_type":"box","text":"for scope 1 and 2 emissions. As with the BAIS benchmark policies, we consider the climate-risk reporting standard issued by","page_number":118,"box":{"x":88,"y":490,"width":873,"height":12}},{"id":"e473ae84-8ac3-4820-8ad4-23194466bb35","block_type":"box","text":"the International Sustainability Standards Board, IFRS S2, a useful reference for such reporting.","page_number":118,"box":{"x":88,"y":505,"width":661,"height":12}},{"id":"32a99e61-ffd7-4b15-a295-9a54d70091c8","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":118,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"e198b6cc-97a4-4d55-afa8-87624b6fc718","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately addressing or disclosing material climate","page_number":118,"box":{"x":89,"y":547,"width":838,"height":12}},{"id":"c321545d-07d4-4058-a9fe-eaa259db8cb9","block_type":"box","text":"related risks. We may recommend supporting shareholder proposals seeking information relevant to a company’s stated low","page_number":118,"box":{"x":89,"y":562,"width":876,"height":12}},{"id":"b10b4967-8819-4a7f-a737-f725da86c23b","block_type":"box","text":"carbon transition strategy and targets that the company does not currently provide and that would be helpful to investment","page_number":118,"box":{"x":89,"y":577,"width":866,"height":12}},{"id":"c82c4fdf-8e48-4a6b-83ef-976f39cf8818","block_type":"box","text":"decision-making. As under the BAIS benchmark approach, the active portfolio managers are ultimately responsible for voting","page_number":118,"box":{"x":89,"y":592,"width":875,"height":12}},{"id":"add63bf0-3f7e-4842-aba9-0c3213a6f9be","block_type":"box","text":"consistent with their investment mandate and fund objectives.","page_number":118,"box":{"x":89,"y":607,"width":437,"height":12}},{"id":"cb26c1cb-d7b9-4297-a7b5-d2027875bba9","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":118,"box":{"x":88,"y":633,"width":643,"height":13}},{"id":"9cfead66-d6a1-4e8d-8ed8-9c0941e65f0f","block_type":"box","text":"Oversight","page_number":118,"box":{"x":105,"y":660,"width":69,"height":12}},{"id":"257b2e25-7f98-487b-aadb-27e1fca9b7e8","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":118,"box":{"x":88,"y":686,"width":865,"height":13}},{"id":"824b782a-526e-4147-b9c6-2b3a52abb7da","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (“the Guidelines”), which","page_number":118,"box":{"x":88,"y":702,"width":835,"height":12}},{"id":"c9e6d6c4-7df0-4742-bbb0-a4f32435af08","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":118,"box":{"x":89,"y":717,"width":878,"height":12}},{"id":"61707c2b-7215-4ddb-9fd2-dfdeaaeb9f21","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":118,"box":{"x":88,"y":732,"width":868,"height":12}},{"id":"504b65f9-de1c-444e-9274-bf34be827e52","block_type":"box","text":"reporting lines, and oversight.","page_number":118,"box":{"x":89,"y":747,"width":207,"height":12}},{"id":"f38e1170-21b5-40aa-926b-4120f6ccc723","block_type":"box","text":"The Active Investment Stewardship Oversight Committee, comprised of senior representatives of the active investment, legal","page_number":118,"box":{"x":88,"y":773,"width":873,"height":13}},{"id":"e00c1576-7cfd-4fd6-bb89-b0e520d87412","block_type":"box","text":"and risk teams, reviews and advises on amendments to BAIS’ Global Engagement and Voting Guidelines. The Committee also","page_number":118,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"43977979-c72c-4b3c-9c82-a6fe3c99341a","block_type":"box","text":"considers developments in corporate governance, related public policy, and market norms and how these might influence","page_number":118,"box":{"x":89,"y":804,"width":852,"height":12}},{"id":"faef0cf3-9a71-4d12-a652-e057af03429f","block_type":"box","text":"BAIS’ policies and practices. The Committee does not determine voting decisions, which are the responsibility of BAIS and","page_number":118,"box":{"x":89,"y":819,"width":853,"height":12}},{"id":"7515b5d0-1f6f-40f3-a516-8a797a5d6d4f","block_type":"box","text":"the relevant active equity investors.","page_number":118,"box":{"x":88,"y":834,"width":246,"height":12}},{"id":"ff50bd97-0889-4ea8-a451-06abbb022b9e","block_type":"box","text":"A-14","page_number":118,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"60adada9-16ea-4a81-81aa-601ef16f73af","block_type":"box","text":"In addition, there is a standing advisory group of senior active investors who counsel BAIS on complex or high-profile votes","page_number":119,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"3b979579-2b3f-4d95-a0e8-ddf2a95fd84b","block_type":"box","text":"before a recommendation is finalized and escalated to the portfolio managers with holdings in the company under","page_number":119,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"8b1a76f1-fae9-4f8d-a693-4de4b0f9b6f1","block_type":"box","text":"consideration. This group also formally reviews any revisions to the Engagement and Voting Guidelines proposed by BAIS as","page_number":119,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"0678ac2b-9a91-46a8-a449-b0d3b4523437","block_type":"box","text":"part of its annual review.","page_number":119,"box":{"x":89,"y":89,"width":170,"height":13}},{"id":"9169cb2e-4c53-40b3-9007-f731cd3edd37","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":119,"box":{"x":89,"y":116,"width":862,"height":12}},{"id":"82091507-f830-47eb-9753-69dbaf714e50","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":119,"box":{"x":89,"y":131,"width":873,"height":12}},{"id":"5d6dfe61-79ab-44b1-bd55-abe9864cfd53","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":119,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"c7944830-d61d-4144-a525-667a1b110216","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":119,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"f4859a0d-e998-4b4a-a62e-17631e5e1e91","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":119,"box":{"x":89,"y":176,"width":807,"height":13}},{"id":"b0cea147-dac7-49c2-a71a-31df6f6c159e","block_type":"box","text":"Voting guidelines and vote execution","page_number":119,"box":{"x":104,"y":203,"width":267,"height":12}},{"id":"63975115-23fd-42c9-bf91-37ee65e59572","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":119,"box":{"x":89,"y":229,"width":866,"height":12}},{"id":"d26cbda0-1129-478e-bcbe-d75811528e3f","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":119,"box":{"x":88,"y":244,"width":863,"height":13}},{"id":"c1f42744-fb88-445a-bd6f-2614d9bedd66","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":119,"box":{"x":88,"y":259,"width":863,"height":13}},{"id":"a0717b9d-01fb-4bd4-abef-33abd5cd98e0","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":119,"box":{"x":88,"y":274,"width":877,"height":13}},{"id":"a493f0c5-ad0a-4eb6-ad37-1bd2349fe2d7","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":119,"box":{"x":88,"y":290,"width":848,"height":12}},{"id":"c6dc7331-9bf2-460f-8e8b-e1aa4142a618","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":119,"box":{"x":89,"y":305,"width":841,"height":12}},{"id":"a0f19f09-7264-4275-bccc-335cfd1225e2","block_type":"box","text":"below).","page_number":119,"box":{"x":89,"y":320,"width":50,"height":12}},{"id":"23a80c66-354b-41a4-8d44-24d484703d54","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":119,"box":{"x":88,"y":346,"width":859,"height":13}},{"id":"35fc3724-95da-4f5d-a72e-1bc55dff2062","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":119,"box":{"x":89,"y":361,"width":846,"height":13}},{"id":"54f5f0f7-995e-4ef7-98b0-8a80e0b753c7","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":119,"box":{"x":89,"y":376,"width":619,"height":13}},{"id":"bc2624b8-aa7a-44d3-b36c-0cf5b4da0e84","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":119,"box":{"x":88,"y":403,"width":862,"height":12}},{"id":"347672ee-760d-4ec8-9a5f-2bb52b79dbc5","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":119,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"08a97ece-0125-483f-8d4a-392afa2a60f6","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":119,"box":{"x":89,"y":433,"width":827,"height":13}},{"id":"d3d1f353-b634-4056-ac22-6d67489143c4","block_type":"box","text":"insight into how we typically approach issues that commonly arise on corporate ballots. The Guidelines are reviewed","page_number":119,"box":{"x":89,"y":448,"width":815,"height":13}},{"id":"9a0a2479-a586-4310-902c-bca80c18ce6b","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":119,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"216ed002-c1a1-4076-bae5-cb4046070126","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":119,"box":{"x":88,"y":479,"width":854,"height":12}},{"id":"88efe7e2-22e3-44f0-9eb3-abc7d3088719","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":119,"box":{"x":89,"y":494,"width":452,"height":12}},{"id":"02b71b8a-03c1-4dfc-893f-41d14efc8b2d","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":119,"box":{"x":89,"y":520,"width":846,"height":12}},{"id":"753d25f6-2b18-4c9f-8403-e1281cef3fd1","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":119,"box":{"x":89,"y":535,"width":867,"height":13}},{"id":"14e67218-5f92-446b-bf19-3d27842f9927","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":119,"box":{"x":89,"y":550,"width":804,"height":13}},{"id":"34afb0aa-f55e-41ad-9c80-21f42f40190f","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":119,"box":{"x":89,"y":565,"width":820,"height":13}},{"id":"69905d7a-a6f1-47cd-ae8c-90ba8666347f","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":119,"box":{"x":89,"y":581,"width":830,"height":12}},{"id":"2a3f6cd8-7951-4b30-a32c-da054485fc43","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":119,"box":{"x":89,"y":596,"width":788,"height":12}},{"id":"3d631bea-f053-44ca-9dd0-32d593eb1407","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":119,"box":{"x":89,"y":611,"width":807,"height":12}},{"id":"1c009aa6-e472-4c3b-9677-754f6c535714","block_type":"box","text":"burdensome administrative requirements.","page_number":119,"box":{"x":89,"y":626,"width":292,"height":12}},{"id":"42e8e498-ffda-447b-ac42-a41ea5d286e8","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":119,"box":{"x":89,"y":652,"width":878,"height":13}},{"id":"0e374d71-2386-40db-94aa-74a59cbc40e4","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":119,"box":{"x":89,"y":668,"width":869,"height":12}},{"id":"3ac22a53-4cfb-49a4-8088-ef9bb6ed0bbd","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":119,"box":{"x":89,"y":683,"width":878,"height":12}},{"id":"abc46af4-b78c-4e61-9097-f5f62a13f905","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":119,"box":{"x":89,"y":698,"width":397,"height":12}},{"id":"e6bf786e-f5fc-4399-a0a1-a56b7d0b4a16","block_type":"box","text":"Voting Choice","page_number":119,"box":{"x":104,"y":724,"width":101,"height":13}},{"id":"b5a8e6b1-cebc-4383-96bf-83a5070f8e9e","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":119,"box":{"x":89,"y":751,"width":855,"height":12}},{"id":"94235859-83d4-4ef0-948f-79c1817e2cce","block_type":"box","text":"voting process where legally and operationally viable.","page_number":119,"box":{"x":88,"y":766,"width":373,"height":12}},{"id":"fe1b1631-cb73-4aaf-8c03-19ce0bc377f4","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":119,"box":{"x":88,"y":792,"width":823,"height":13}},{"id":"5422e156-c354-4ab2-aaf0-14900d544430","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":119,"box":{"x":89,"y":807,"width":832,"height":13}},{"id":"1897e55b-8b6d-42ce-8955-1e7291b1aad9","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies","page_number":119,"box":{"x":89,"y":822,"width":756,"height":13}},{"id":"9dafcd90-ac9d-4c19-b099-fd483cf3d131","block_type":"box","text":"(6)","page_number":119,"box":{"x":847,"y":820,"width":14,"height":8}},{"id":"acd7b9ac-a3f5-4a0d-afdb-e3d4990cd75e","block_type":"box","text":".","page_number":119,"box":{"x":863,"y":831,"width":2,"height":1}},{"id":"3d9bde19-6ef5-4c6c-acbf-8a3db5abe239","block_type":"box","text":"(6) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with th","page_number":119,"box":{"x":89,"y":856,"width":844,"height":10}},{"id":"5e3f366f-fceb-45e6-9843-44665abfcc10","block_type":"box","text":"eir","page_number":119,"box":{"x":934,"y":857,"width":13,"height":7}},{"id":"8fca813f-1fa2-4fd3-9513-6c8a9e4711a6","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":119,"box":{"x":121,"y":868,"width":752,"height":10}},{"id":"8b85690c-d810-424a-8ec6-956260827e0c","block_type":"box","text":"A-15","page_number":119,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"6502fc5d-546e-4e11-a715-0ecf611e5132","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":120,"box":{"x":88,"y":44,"width":880,"height":12}},{"id":"944012fd-2fad-4582-b769-439137106070","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":120,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"51b0b7b1-9783-46d1-b461-310c462046b8","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":120,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"128bdd34-d3fc-4f4f-9fe9-e355bf8fdb48","block_type":"box","text":"because of Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy,","page_number":120,"box":{"x":89,"y":89,"width":826,"height":13}},{"id":"90578278-eb06-49ef-a760-6f0f17d172f4","block_type":"box","text":"without client consent.","page_number":120,"box":{"x":88,"y":104,"width":160,"height":10}},{"id":"4c488a56-016b-4430-ab85-b2ce5fb443ec","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":120,"box":{"x":105,"y":131,"width":400,"height":12}},{"id":"25108817-b703-475d-a0cf-78dc00f8c617","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":120,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"723dd15f-284f-41a4-8db3-c4445e78ff03","block_type":"box","text":"as voting infrastructure. As mentioned previously, BlackRock contracts primarily with the vote services provider ISS and","page_number":120,"box":{"x":89,"y":172,"width":833,"height":13}},{"id":"7c44782f-fb00-41ca-81f7-b228c6592151","block_type":"box","text":"leverages its online platform to supply research and support voting, record keeping, and reporting processes. We also use","page_number":120,"box":{"x":89,"y":188,"width":848,"height":12}},{"id":"09719f04-5a2d-4894-ba05-6d01a74e2222","block_type":"box","text":"Glass Lewis’ research and analysis as an input into our voting process. It is important to note that, although proxy research","page_number":120,"box":{"x":89,"y":203,"width":858,"height":12}},{"id":"a13141ef-d405-45cb-8034-437ad69d25fc","block_type":"box","text":"firms provide important data and analysis, BAIS does not rely solely on their information or follow their voting","page_number":120,"box":{"x":88,"y":218,"width":767,"height":12}},{"id":"afb7062c-e6f5-404d-b31d-5ee0c0572da8","block_type":"box","text":"recommendations. A company’s disclosures, our past engagements and voting, investment colleagues’ insights and our","page_number":120,"box":{"x":89,"y":233,"width":840,"height":12}},{"id":"a5d85f24-c4f1-4f97-8c4b-fe349b4bcf53","block_type":"box","text":"voting guidelines are important inputs into our voting decisions on behalf of clients.","page_number":120,"box":{"x":88,"y":248,"width":586,"height":12}},{"id":"081ef339-c884-4e49-8559-dfcf5e734b4f","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":120,"box":{"x":89,"y":274,"width":824,"height":13}},{"id":"d82c6c81-8907-4b75-9ef4-0d6a9dfc85cc","block_type":"box","text":"process by making voting recommendations based on BAIS’ voting guidelines when the items on a shareholder meeting","page_number":120,"box":{"x":89,"y":290,"width":840,"height":12}},{"id":"2992595a-138c-4d0f-8877-12c00c7840a4","block_type":"box","text":"agenda are routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the","page_number":120,"box":{"x":89,"y":305,"width":826,"height":12}},{"id":"fdb63e7e-a216-4f61-98c4-b96861718a40","block_type":"box","text":"relevant portfolio managers and vote. BAIS reviews and can override the recommendations of the vote services provider at","page_number":120,"box":{"x":89,"y":320,"width":856,"height":12}},{"id":"8523637d-ee83-41bb-aceb-1b5fe075bf70","block_type":"box","text":"any time prior to the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research","page_number":120,"box":{"x":89,"y":335,"width":833,"height":12}},{"id":"fb0fedfb-088e-4c14-ace7-93e9007d0893","block_type":"box","text":"reports, company announcements, and direct communications from companies to ensure awareness of supplemental","page_number":120,"box":{"x":89,"y":350,"width":826,"height":12}},{"id":"586e6402-2739-42bd-865b-967ddffeb5d1","block_type":"box","text":"disclosures and proxy materials that may require a modification of votes.","page_number":120,"box":{"x":89,"y":365,"width":508,"height":12}},{"id":"fc839ed7-f9b9-4e5e-b1a5-119870230331","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":120,"box":{"x":89,"y":392,"width":850,"height":12}},{"id":"94e5c844-6e70-47c5-95d3-54abe5257b2a","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":120,"box":{"x":89,"y":407,"width":872,"height":12}},{"id":"050a5588-611d-4d1d-aa08-3dd147a84199","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":120,"box":{"x":89,"y":422,"width":869,"height":12}},{"id":"0d911b75-e420-48ed-a172-965d4a362240","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":120,"box":{"x":89,"y":437,"width":584,"height":12}},{"id":"5ddb1100-890a-4f78-beba-c75c79ef7c4b","block_type":"box","text":"Conflicts management policies and procedures","page_number":120,"box":{"x":105,"y":463,"width":340,"height":13}},{"id":"bb628bc1-06be-4719-b5bf-b2257047dc9a","block_type":"box","text":"BAIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":120,"box":{"x":89,"y":490,"width":833,"height":12}},{"id":"24eaa82f-b7e7-4b13-ae10-cfa64e36c45a","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":89,"y":505,"width":829,"height":12}},{"id":"44a84fe0-2aa8-44d2-bd2a-a3fc86343be5","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":120,"box":{"x":89,"y":520,"width":855,"height":12}},{"id":"9780c9b5-4c44-43d3-97bd-6482669ac5ac","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":120,"box":{"x":89,"y":535,"width":459,"height":13}},{"id":"d8b226bd-5f9e-4ee8-855d-5679dd254d99","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":120,"box":{"x":121,"y":555,"width":676,"height":13}},{"id":"b55c5901-2e0c-4a88-a2fe-72700a47f545","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":120,"box":{"x":121,"y":576,"width":781,"height":12}},{"id":"42bd338d-2f36-4391-a90d-e9bb5fd82e40","block_type":"box","text":"resolutions","page_number":120,"box":{"x":154,"y":591,"width":76,"height":9}},{"id":"e4b496c7-b90b-493c-9449-c66364759f7c","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":120,"box":{"x":121,"y":611,"width":785,"height":12}},{"id":"feb0ed05-ab86-4759-95f6-9c9be1db72cc","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":120,"box":{"x":121,"y":631,"width":780,"height":12}},{"id":"fbe1ab5b-28e5-4d9f-8c58-11b4eb0652bf","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":120,"box":{"x":121,"y":651,"width":714,"height":12}},{"id":"dff1b138-800b-47e3-ab68-3c543dc65f7b","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":120,"box":{"x":121,"y":671,"width":801,"height":13}},{"id":"50cd61b5-535c-426d-9869-a00fc553554b","block_type":"box","text":"managed by BlackRock","page_number":120,"box":{"x":154,"y":686,"width":162,"height":13}},{"id":"96435066-dee7-435a-abe8-0f43ed368b53","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":120,"box":{"x":89,"y":713,"width":839,"height":12}},{"id":"2eec5087-721d-4317-ac97-7cbf2206faae","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":120,"box":{"x":121,"y":733,"width":838,"height":12}},{"id":"be6ae4f2-f1a9-48eb-8c8c-6d0a138b618a","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":120,"box":{"x":154,"y":748,"width":294,"height":10}},{"id":"2243d17c-3c6f-4486-b47d-66ec411670b5","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":120,"box":{"x":121,"y":768,"width":835,"height":13}},{"id":"6b6d253e-f4fe-483e-90b3-edae974daa21","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":120,"box":{"x":154,"y":783,"width":777,"height":13}},{"id":"d5df0ff8-677d-4913-bee0-3827f7c81be0","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":120,"box":{"x":154,"y":799,"width":797,"height":12}},{"id":"203d0f48-5526-49a3-8ba1-db1555424bc7","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access. BAIS","page_number":120,"box":{"x":153,"y":814,"width":752,"height":12}},{"id":"6e1944b8-6a4b-458e-82c2-0c67eaf5ac56","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":120,"box":{"x":154,"y":829,"width":803,"height":12}},{"id":"8d427167-76b3-42a9-b903-0310de99ec1e","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":120,"box":{"x":154,"y":844,"width":802,"height":12}},{"id":"27583862-bd88-455f-b3fe-a3a521901a8a","block_type":"box","text":"the economic value of the company. Within the normal course of business, BAIS may engage directly with","page_number":120,"box":{"x":153,"y":859,"width":741,"height":12}},{"id":"da1005bd-f05a-48ce-95f2-3d6c87ef95f6","block_type":"box","text":"A-16","page_number":120,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"f8e366b4-e617-4a27-a958-ce628ca88692","block_type":"box","text":"BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management,","page_number":121,"box":{"x":154,"y":44,"width":798,"height":12}},{"id":"feeedaed-e819-477a-adc3-59a417a80792","block_type":"box","text":"or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance","page_number":121,"box":{"x":154,"y":59,"width":803,"height":12}},{"id":"0ab6935d-5e87-48fa-a0c6-531aee52f510","block_type":"box","text":"matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":121,"box":{"x":154,"y":74,"width":741,"height":12}},{"id":"6f8bcbfa-f655-451c-b06d-c28e486fdc01","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":121,"box":{"x":121,"y":94,"width":846,"height":13}},{"id":"794430f6-acc8-435a-b3bc-df8032fff0d8","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":121,"box":{"x":154,"y":109,"width":784,"height":13}},{"id":"fa9d0b2c-80d0-4432-bd7a-75a7cdb2b991","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":121,"box":{"x":154,"y":125,"width":780,"height":12}},{"id":"274b32a4-bb50-43d7-b2b4-3fcd1829408f","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":121,"box":{"x":154,"y":140,"width":793,"height":12}},{"id":"020b7c62-507e-4ff6-8681-fcdb2880cd3d","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":121,"box":{"x":154,"y":155,"width":799,"height":12}},{"id":"8c873b26-68dc-4801-9eaa-fc2efeeb1615","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":121,"box":{"x":154,"y":170,"width":790,"height":12}},{"id":"319c0811-985a-47d9-826a-51b706dd27e0","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":121,"box":{"x":154,"y":185,"width":693,"height":12}},{"id":"2c9859c9-3fa3-46f4-9e49-8e89e955ae67","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":121,"box":{"x":187,"y":205,"width":592,"height":12}},{"id":"37f570c4-feb8-4523-820b-6e97bc1790b8","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":121,"box":{"x":187,"y":225,"width":761,"height":13}},{"id":"d8e22646-49ef-4160-92e1-8fedeee03ada","block_type":"box","text":"the board of directors","page_number":121,"box":{"x":218,"y":240,"width":152,"height":10}},{"id":"0dc6de7e-3a97-49d0-9178-fbee700ead32","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":121,"box":{"x":187,"y":261,"width":646,"height":12}},{"id":"90168115-bbea-4324-a905-4ea1dc1f5433","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":121,"box":{"x":187,"y":281,"width":513,"height":12}},{"id":"ff26db47-8b5e-4c0a-b77e-742904e32508","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":121,"box":{"x":187,"y":301,"width":764,"height":12}},{"id":"56c2d3a3-e5c2-45fb-8636-848dbababb49","block_type":"box","text":"party voting service provider","page_number":121,"box":{"x":219,"y":316,"width":199,"height":12}},{"id":"1b1647ad-8660-4edc-9104-3afb21774f91","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":121,"box":{"x":89,"y":342,"width":873,"height":13}},{"id":"c2a6ba69-08a8-487b-a430-c506a0e797a8","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":121,"box":{"x":89,"y":358,"width":826,"height":12}},{"id":"2e871895-6828-4a1e-9fce-dc41eee63a2f","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":121,"box":{"x":89,"y":373,"width":836,"height":12}},{"id":"c7efbfa9-61b3-44af-8983-0d14c77e88a2","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":121,"box":{"x":89,"y":388,"width":829,"height":12}},{"id":"42159281-cf23-4d6e-831d-ea56208cd9b3","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Active","page_number":121,"box":{"x":89,"y":403,"width":804,"height":12}},{"id":"cc4d45ba-f1f6-4e72-9602-80fbb4825b93","block_type":"box","text":"Investment Stewardship Oversight Committee appoints and reviews the performance of the independent third-party voting","page_number":121,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"b5bacfe6-111b-4a9e-8461-cc36a65e62ec","block_type":"box","text":"service providers, generally on an annual basis.","page_number":121,"box":{"x":89,"y":433,"width":327,"height":13}},{"id":"79f09c93-bcef-4074-8e91-7497b80794f8","block_type":"box","text":"Securities lending","page_number":121,"box":{"x":105,"y":460,"width":128,"height":12}},{"id":"22dbe775-3b9a-451b-8e5c-d2fb9b0b8e04","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":121,"box":{"x":88,"y":486,"width":855,"height":12}},{"id":"48a61b4b-0570-42f3-ac46-207c58d87499","block_type":"box","text":"practice that contributes to capital market efficiency. 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All rights reserved.","page_number":122,"box":{"x":89,"y":165,"width":289,"height":12}},{"id":"7d38ab2e-fbf5-43c2-970e-0fab30a33a8e","block_type":"box","text":"BLACKROCK","page_number":122,"box":{"x":384,"y":165,"width":89,"height":10}},{"id":"dabac47a-a4f5-4590-a098-6279af16a048","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":122,"box":{"x":478,"y":165,"width":450,"height":11}},{"id":"4da0df28-a03e-485e-aec5-344ce5134854","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":122,"box":{"x":88,"y":180,"width":558,"height":12}},{"id":"c063b0e0-2dbb-43e0-9f2e-5278b5fe3602","block_type":"box","text":"A-18","page_number":122,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"06395917-e4a8-43e7-912f-702ff3912b94","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":123,"box":{"x":203,"y":44,"width":653,"height":30}},{"id":"4d3a1747-cc2d-43bd-80da-dfcddd5eb868","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":123,"box":{"x":89,"y":88,"width":483,"height":12}},{"id":"d7a78b41-f737-4aab-8a25-87d06f89a824","block_type":"box","text":"Effective Date: January 1, 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Funds","page_number":123,"box":{"x":109,"y":220,"width":596,"height":13}},{"id":"a7a64f57-f66e-4a87-b08f-f4ab6a00df7f","block_type":"box","text":"□","page_number":123,"box":{"x":89,"y":247,"width":14,"height":12}},{"id":"ba81a39b-a1d3-4a28-92fa-247c271ba324","block_type":"box","text":"Money Market Funds","page_number":123,"box":{"x":109,"y":247,"width":148,"height":12}},{"id":"8372d243-6331-478c-8d20-d977625a6797","block_type":"box","text":"□","page_number":123,"box":{"x":89,"y":274,"width":14,"height":11}},{"id":"6346d9ae-c378-4f69-a357-3c692acdac12","block_type":"box","text":"Closed-End 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and Statements","page_number":123,"box":{"x":89,"y":405,"width":356,"height":13}},{"id":"773398e8-23d7-4c4e-92f6-471dd3363572","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":123,"box":{"x":88,"y":432,"width":873,"height":12}},{"id":"fb9a777e-d535-4cc1-b39c-abe0501d6b1b","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":123,"box":{"x":89,"y":447,"width":835,"height":12}},{"id":"719c2356-72f7-4c5f-8ec4-3292eb065d41","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":123,"box":{"x":89,"y":462,"width":853,"height":12}},{"id":"20fdda41-b69f-487c-b4e4-51a03d9b1ee8","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":123,"box":{"x":88,"y":477,"width":878,"height":13}},{"id":"f9244390-02d4-4972-8162-b36e4b20435b","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":123,"box":{"x":88,"y":492,"width":850,"height":13}},{"id":"35ac9b1f-ec79-4459-92bd-6f5740c4c945","block_type":"box","text":"agreements.","page_number":123,"box":{"x":89,"y":509,"width":85,"height":11}},{"id":"73e49167-dfc7-4fd6-928c-80a5969b9d32","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Benchmark Policy(“Guidelines”) (as from time to time","page_number":123,"box":{"x":89,"y":534,"width":869,"height":12}},{"id":"edee9ac5-624e-4885-a819-73a3f51c6a5a","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the iShares","page_number":123,"box":{"x":89,"y":549,"width":843,"height":12}},{"id":"4b8b9018-a2aa-4998-a5ef-3050b7f3daf0","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":123,"box":{"x":89,"y":564,"width":822,"height":13}},{"id":"0bad9193-3fdc-4ddb-8a04-3bd636c935c6","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":123,"box":{"x":89,"y":579,"width":818,"height":13}},{"id":"1434b0ba-d74c-4558-bae2-3fa0db51cc41","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":123,"box":{"x":89,"y":594,"width":689,"height":13}},{"id":"5ae8a6dc-dde2-41f6-b7d6-c38bb5898c57","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":123,"box":{"x":89,"y":621,"width":876,"height":12}},{"id":"2a2e1b69-04c9-4cf0-bad9-368a6d73b965","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":123,"box":{"x":89,"y":636,"width":829,"height":12}},{"id":"9afb145f-19a5-4a0f-ac88-c76dac452eb6","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":123,"box":{"x":89,"y":651,"width":384,"height":12}},{"id":"ec1c34b6-63a5-4e38-a693-22ccda1fce35","block_type":"box","text":"Conflicts Management","page_number":123,"box":{"x":89,"y":678,"width":164,"height":12}},{"id":"6c70b787-37cd-4fc9-acb1-1b5807925c06","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":123,"box":{"x":89,"y":704,"width":824,"height":12}},{"id":"5cdf4795-de93-4a34-aa5c-8e2fd687748b","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":123,"box":{"x":89,"y":719,"width":865,"height":13}},{"id":"fbf7b674-a740-454d-be02-e7cde03fec3c","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":123,"box":{"x":89,"y":734,"width":831,"height":13}},{"id":"a862e092-4704-4d9d-96de-b346c2b073f1","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":123,"box":{"x":89,"y":749,"width":803,"height":13}},{"id":"ea425a80-4178-48a5-9c74-5055232f3d96","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":123,"box":{"x":89,"y":765,"width":825,"height":12}},{"id":"275d701c-a45d-4365-b241-d0bb25570389","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":123,"box":{"x":89,"y":780,"width":635,"height":12}},{"id":"f9b88f44-3e04-4332-9946-e33ada43696c","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":123,"box":{"x":89,"y":806,"width":758,"height":12}},{"id":"26079e90-2508-4433-9733-df76f6d7ad62","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":123,"box":{"x":89,"y":821,"width":784,"height":13}},{"id":"2f006119-9200-42de-a382-89a9a6f0772f","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":123,"box":{"x":89,"y":836,"width":452,"height":13}},{"id":"1864916a-76a6-411b-a730-c17b0f13166c","block_type":"box","text":"A-19","page_number":123,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"d4b291d2-34d3-4758-99e5-dd27b05f95c2","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":124,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"bcdf3247-24ee-4e0f-9a46-10609720a3c0","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":124,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"04e63f97-3792-4987-b9f4-f13bf3322b53","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":124,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"81007e4f-23e9-489a-83ad-fcf422b9bbc1","block_type":"box","text":"Reports to the Board","page_number":124,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"d2c381c9-10a6-438f-85ff-041317e2ace8","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":124,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"ef7ee0bb-4806-4149-9085-0cbc487bb09a","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":124,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"838377d8-6a06-4065-a949-50476e500494","block_type":"box","text":"Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, as applicable (2) any material changes to","page_number":124,"box":{"x":89,"y":157,"width":878,"height":13}},{"id":"1dca5082-d772-4ab1-896c-b303687676ff","block_type":"box","text":"the Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, including material changes to","page_number":124,"box":{"x":88,"y":172,"width":826,"height":13}},{"id":"c5eeff80-098a-4a4e-8e0e-4bab62f3118d","block_type":"box","text":"conflicts management practices, that have not previously been reported.","page_number":124,"box":{"x":89,"y":188,"width":507,"height":12}},{"id":"16d9d280-bd89-4831-81a3-c96591842882","block_type":"box","text":"Appendix A","page_number":124,"box":{"x":88,"y":214,"width":85,"height":12}},{"id":"cee16308-04a1-41b6-bf08-4de8c8e4ddb1","block_type":"box","text":"iShares Climate Conscious & Transition MSCI USA ETF","page_number":124,"box":{"x":89,"y":240,"width":380,"height":10}},{"id":"1ee8bfad-ead6-4762-ab71-6504a6901279","block_type":"box","text":"iShares ESG Advanced MSCI EAFE 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":125,"box":{"x":270,"y":498,"width":617,"height":9}},{"id":"15675bf5-d222-451c-8c12-dc09509edfa6","block_type":"box","text":"Conflicts management policies and procedures","page_number":125,"box":{"x":169,"y":516,"width":330,"height":13}},{"id":"da165e10-7ca3-4ee5-8bcd-9cb9a37af61c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-33","page_number":125,"box":{"x":505,"y":517,"width":382,"height":9}},{"id":"4a37b896-ea53-40ad-be10-bd5d579db146","block_type":"box","text":"Securities lending","page_number":125,"box":{"x":169,"y":535,"width":123,"height":13}},{"id":"9c03715b-bd88-4108-8868-4e301fa3c9d7","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":125,"box":{"x":296,"y":536,"width":591,"height":9}},{"id":"08d9da7b-8ef0-4da5-a98a-4cfd48574a33","block_type":"box","text":"Reporting and vote transparency","page_number":125,"box":{"x":170,"y":554,"width":228,"height":12}},{"id":"f2815d35-f617-453f-8ccf-c94fc74ff685","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":125,"box":{"x":401,"y":555,"width":486,"height":9}},{"id":"6e39a953-71b9-458f-8fac-b677843a2b4b","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":125,"box":{"x":89,"y":587,"width":365,"height":12}},{"id":"1a43ee08-5c8f-43c9-8e10-d06ec057c069","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. 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Engaging with companies in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":125,"box":{"x":90,"y":751,"width":859,"height":12}},{"id":"fa225bda-fa67-41b0-a633-5798c6d7fcfd","block_type":"box","text":"voting decisions.","page_number":125,"box":{"x":127,"y":766,"width":117,"height":12}},{"id":"47a595a6-487d-4378-b46f-cf05ee9a5ece","block_type":"box","text":"(1) BIS’ Benchmark Policies, and the vote decisions made consistent with these policies, take a financial materiality-based approach and are focuse","page_number":125,"box":{"x":89,"y":805,"width":834,"height":10}},{"id":"40a044f8-098c-45c9-ae9a-22968c54e550","block_type":"box","text":"d solely","page_number":125,"box":{"x":924,"y":805,"width":42,"height":10}},{"id":"212c303b-c4a7-4791-93dc-e106faaf2dc2","block_type":"box","text":"on advancing clients’ financial interests. 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Research indicates that high-performing companies will effectively evaluate and address risks and opportunities","page_number":126,"box":{"x":89,"y":198,"width":848,"height":12}},{"id":"39c96265-b9c9-471d-a6e5-54798d7791a3","block_type":"box","text":"relevant to their businesses, which supports durable, long-term financial value creation.","page_number":126,"box":{"x":89,"y":213,"width":612,"height":12}},{"id":"b7a05f59-0a01-43fd-85a8-753dccf580f6","block_type":"box","text":"(2)","page_number":126,"box":{"x":703,"y":211,"width":14,"height":8}},{"id":"567eea0d-75a3-45ec-9ac8-71a6c4e769ec","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":126,"box":{"x":88,"y":239,"width":851,"height":13}},{"id":"75096c01-20ea-439d-b390-a01be29608b4","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. 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We","page_number":126,"box":{"x":89,"y":285,"width":877,"height":12}},{"id":"1e41e862-fe1b-4162-b461-b212018c7e63","block_type":"box","text":"aim to take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate.","page_number":126,"box":{"x":89,"y":300,"width":858,"height":12}},{"id":"119227ef-ae34-4a87-8938-4aea14cc045b","block_type":"box","text":"Shareholder rights","page_number":126,"box":{"x":88,"y":326,"width":134,"height":12}},{"id":"63c3f724-13a4-4c74-b913-9254f67df75f","block_type":"box","text":"Corporate law, regulations and listing rules in most markets establish certain fundamental rights attached to shareholding.","page_number":126,"box":{"x":89,"y":353,"width":857,"height":12}},{"id":"f42381f4-becb-400c-8f01-17539be0d8f0","block_type":"box","text":"Shareholders should have the right to:","page_number":126,"box":{"x":88,"y":368,"width":266,"height":12}},{"id":"0b1e4bc0-78ee-4bb5-ab93-2957fbcafc56","block_type":"box","text":"• Elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by","page_number":126,"box":{"x":89,"y":388,"width":868,"height":12}},{"id":"206447ad-2736-4044-8b55-271f9a30c273","block_type":"box","text":"laws.","page_number":126,"box":{"x":122,"y":403,"width":33,"height":10}},{"id":"14dd8f48-6f2e-4fc7-adc1-31ba1d887c1c","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":126,"box":{"x":89,"y":423,"width":872,"height":12}},{"id":"de1c13a7-ced5-4745-99bd-12a9b6616e5b","block_type":"box","text":"to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital","page_number":126,"box":{"x":121,"y":438,"width":783,"height":13}},{"id":"2348b94b-c60c-4442-aa03-66459d3c5f21","block_type":"box","text":"structure.","page_number":126,"box":{"x":121,"y":455,"width":66,"height":8}},{"id":"672addd8-34e5-4a1e-8c0d-e3150574ab59","block_type":"box","text":"• Access sufficient and timely information on material governance, strategic, and business matters to make informed","page_number":126,"box":{"x":89,"y":473,"width":840,"height":13}},{"id":"fbdc017f-bfac-4af6-911b-d8d2ab0eda4a","block_type":"box","text":"decisions.","page_number":126,"box":{"x":121,"y":489,"width":68,"height":9}},{"id":"a1e22c66-653a-46e9-b2a9-4327554dff32","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":126,"box":{"x":88,"y":515,"width":844,"height":12}},{"id":"4844462b-4e8e-4e4c-a43b-56f10e6068bf","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":126,"box":{"x":89,"y":530,"width":823,"height":13}},{"id":"13296444-a0cf-493f-8cb5-50cce7930a74","block_type":"box","text":"Stewardship in practice","page_number":126,"box":{"x":88,"y":557,"width":169,"height":12}},{"id":"1d75286f-a354-4b47-9201-435ceacdf20a","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":126,"box":{"x":88,"y":583,"width":821,"height":12}},{"id":"b14158de-e8f9-40df-9ddc-f8b2a7d4a9a0","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":126,"box":{"x":89,"y":598,"width":872,"height":13}},{"id":"718fb029-0604-4418-a2df-31de2d910f87","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":126,"box":{"x":88,"y":613,"width":873,"height":13}},{"id":"1ee2ee0d-ead7-4dce-8ecf-c86f20b86a9e","block_type":"box","text":"of whom are saving for long-term goals, such as retirement.","page_number":126,"box":{"x":89,"y":628,"width":419,"height":13}},{"id":"aaea37d0-fced-4a6e-b813-d45e55a205ef","block_type":"box","text":"As shareholders of public companies, our clients have the right to vote on matters proposed by a company’s management or","page_number":126,"box":{"x":88,"y":655,"width":875,"height":12}},{"id":"306e47ed-1dd7-4f63-9e8f-08f138a63498","block_type":"box","text":"its shareholders. Voting is an important mechanism for investors to express support for, or concern about, a company’s","page_number":126,"box":{"x":89,"y":670,"width":834,"height":12}},{"id":"69a84d42-b3c0-48c2-93e3-0b2c6aba5a04","block_type":"box","text":"performance and most of our clients authorize BlackRock to exercise this right on their behalf. For those clients, and as a","page_number":126,"box":{"x":89,"y":685,"width":842,"height":12}},{"id":"edbca9dc-49a3-4922-ac50-f92941bc4e3e","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with their","page_number":126,"box":{"x":88,"y":700,"width":813,"height":13}},{"id":"2220d28d-e149-430d-904d-e3391c79dd81","block_type":"box","text":"investment objectives. BIS does this by casting votes in favor of proposals that, in our assessment, will promote stronger","page_number":126,"box":{"x":89,"y":715,"width":840,"height":13}},{"id":"f7b83666-1a1a-4c17-8be1-fcb07991ecd6","block_type":"box","text":"governance and better operating practices and, in turn, potentially enhance long-term shareholder value. Our vote decisions","page_number":126,"box":{"x":89,"y":730,"width":869,"height":13}},{"id":"860c601e-44dd-4d03-9e7d-f96d9dc4d611","block_type":"box","text":"are informed by our in-depth analysis of company disclosures, engagement with boards and management teams, third-party","page_number":126,"box":{"x":89,"y":746,"width":875,"height":12}},{"id":"ea93dbd4-c690-4f3a-a9c3-3f4ea7aa95c2","block_type":"box","text":"research, and comparisons against a company’s industry peers.","page_number":126,"box":{"x":89,"y":761,"width":443,"height":12}},{"id":"e00ed162-3d17-4605-a7e0-132ad5fed358","block_type":"box","text":"BIS takes a constructive, long-term approach to our engagement with companies, reflecting the investment horizons of the","page_number":126,"box":{"x":89,"y":787,"width":861,"height":13}},{"id":"98c4986f-b3ce-4196-a1b8-88c59f844345","block_type":"box","text":"majority of our clients. An engagement is a meeting between BIS and a company’s board and management that helps","page_number":126,"box":{"x":89,"y":802,"width":825,"height":13}},{"id":"28ff45b7-11bd-46bc-8202-4f0bbf37d52f","block_type":"box","text":"improve our understanding of the company’s business model and material risks and opportunities, to inform our voting","page_number":126,"box":{"x":89,"y":817,"width":836,"height":13}},{"id":"04e00c3f-f490-4be4-b09b-07697a661c2e","block_type":"box","text":"(2) PwC, “The 3 things all high-performing companies do”. Harvard Business Review, “6 Strategic Concepts That Set High-Performing Companies Apart”","page_number":126,"box":{"x":89,"y":856,"width":866,"height":10}},{"id":"bd857a01-de70-40ea-a7ab-fde53fbd60c4","block_type":"box","text":",","page_number":126,"box":{"x":955,"y":862,"width":2,"height":3}},{"id":"28d933ab-e0ef-41c8-906b-33bea06ccaab","block_type":"box","text":"March 2024.","page_number":126,"box":{"x":121,"y":868,"width":69,"height":8}},{"id":"7dae7f5f-2384-4cf1-a271-77d37e1543b8","block_type":"box","text":"A-22","page_number":126,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b02d2da7-ddad-41e8-b14e-30e61be09e97","block_type":"box","text":"decisions on behalf of clients who authorize us to vote on their behalf. In these two-way conversations, we listen to and learn","page_number":127,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"951aefca-a340-49c4-bda6-c1b1571ffb4b","block_type":"box","text":"directly from company directors and executives and ask questions relevant to their business. Either a company or BIS can","page_number":127,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"cc10748d-9274-434f-8324-d74f8f966953","block_type":"box","text":"request an engagement. Many of the engagements are initiated by companies to discuss their long-term strategy, risk and","page_number":127,"box":{"x":89,"y":74,"width":855,"height":12}},{"id":"629463b5-36d4-438a-a480-0a60806f1342","block_type":"box","text":"opportunity set, and management’s plan to deliver financial returns through business cycles. The ongoing, multiyear nature","page_number":127,"box":{"x":89,"y":89,"width":866,"height":13}},{"id":"524370c4-d234-4c1c-a4b2-0348fa286ac0","block_type":"box","text":"of our engagements allows us to build strong relationships with company leadership and mutual understanding on key","page_number":127,"box":{"x":89,"y":104,"width":835,"height":13}},{"id":"65c99fff-0a89-4c78-860f-b616451117c8","block_type":"box","text":"matters of corporate governance and the drivers of long-term financial performance.","page_number":127,"box":{"x":89,"y":119,"width":593,"height":13}},{"id":"fd1d9190-6105-4c98-abe5-0d78aa4f1536","block_type":"box","text":"Generally, we support the vote recommendations of the board of directors and management. In case of concerns, we","page_number":127,"box":{"x":89,"y":146,"width":819,"height":12}},{"id":"bc16987e-a7e1-414e-9a9c-4d9b9be8b0ca","block_type":"box","text":"typically raise these through dialogue with board members and management teams first. When we determine it is in our","page_number":127,"box":{"x":88,"y":161,"width":844,"height":12}},{"id":"cf1fca5c-a1c6-49cb-87e8-46faeb9dc71e","block_type":"box","text":"clients’ financial interests to convey concern to companies through voting, we do so in two forms: we might not support the","page_number":127,"box":{"x":89,"y":176,"width":869,"height":13}},{"id":"675b4ddd-37c9-419b-9439-ac3988643989","block_type":"box","text":"election of directors or other management proposals, or we might not support management’s voting recommendation on a","page_number":127,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"deaaf975-2cd1-49de-87b4-73c2488f96b3","block_type":"box","text":"shareholder proposal.","page_number":127,"box":{"x":89,"y":206,"width":151,"height":13}},{"id":"65f3b6e2-cb09-4ea7-b59d-3f6647879952","block_type":"box","text":"Key themes","page_number":127,"box":{"x":89,"y":233,"width":82,"height":12}},{"id":"3c7ec3e9-eb67-465e-a2b7-9e74b5e05db7","block_type":"box","text":"While accepted standards and norms of corporate governance can differ between markets, in our experience, there are","page_number":127,"box":{"x":88,"y":259,"width":833,"height":13}},{"id":"199a1b30-3cd0-4afa-8939-0b1f8a2ad6c2","block_type":"box","text":"certain globally applicable fundamental elements of corporate governance that contribute to a company’s ability to create","page_number":127,"box":{"x":89,"y":274,"width":853,"height":13}},{"id":"19930241-a47b-4d79-9105-db278b3500fb","block_type":"box","text":"long-term financial value for shareholders. These global themes are set out in this overarching set of principles (the","page_number":127,"box":{"x":89,"y":290,"width":806,"height":12}},{"id":"a659e297-0680-4275-810b-b22cec4f7e6f","block_type":"box","text":"“Principles”), which are anchored in transparency and accountability.","page_number":127,"box":{"x":89,"y":305,"width":482,"height":12}},{"id":"fbe9dfa5-76bb-4eca-aa57-34d742d55bf5","block_type":"box","text":"At a minimum, it is our view that companies should observe the accepted corporate governance standards in their domestic","page_number":127,"box":{"x":88,"y":331,"width":871,"height":12}},{"id":"27bad94f-e1e5-4c46-bce3-5e9cfe47aacb","block_type":"box","text":"market,","page_number":127,"box":{"x":89,"y":346,"width":52,"height":12}},{"id":"a9b4b99a-1e04-4092-bf77-8aa83d511e78","block_type":"box","text":"(3)","page_number":127,"box":{"x":142,"y":344,"width":14,"height":8}},{"id":"ebc42da9-e100-4b81-bffe-ac1904b816f0","block_type":"box","text":"and we ask that, if they do not, they explain how their approach better supports durable, long-term financial value","page_number":127,"box":{"x":162,"y":346,"width":799,"height":13}},{"id":"f7730f1f-6f29-4d00-8c55-154819b7666a","block_type":"box","text":"creation.","page_number":127,"box":{"x":89,"y":362,"width":59,"height":9}},{"id":"25aa5b0a-40a6-4397-a5d3-b7aaff26c61b","block_type":"box","text":"These Principles cover seven key subjects:","page_number":127,"box":{"x":104,"y":388,"width":304,"height":12}},{"id":"56c1bee4-ac73-4b1f-b5ac-ea54eb3a2416","block_type":"box","text":"• Boards and directors","page_number":127,"box":{"x":89,"y":408,"width":176,"height":10}},{"id":"153be9a6-9a30-49d1-96ca-f76b1dc197cb","block_type":"box","text":"• Auditors and audit-related issues","page_number":127,"box":{"x":89,"y":428,"width":264,"height":10}},{"id":"02dd6570-a217-40dd-a662-acdefc9180eb","block_type":"box","text":"• Capital structure, mergers, asset sales, and other special transactions","page_number":127,"box":{"x":89,"y":448,"width":515,"height":13}},{"id":"1780943a-5847-40a6-af96-631ce0d4c8ed","block_type":"box","text":"• Executive compensation","page_number":127,"box":{"x":89,"y":469,"width":202,"height":12}},{"id":"b7c81a7a-5a1e-4d90-8cc1-1091de5a262a","block_type":"box","text":"• Material sustainability-related risks and opportunities","page_number":127,"box":{"x":89,"y":489,"width":405,"height":12}},{"id":"721a7d29-42ee-4a36-b293-567100a32de6","block_type":"box","text":"• Other corporate governance matters and shareholder protections","page_number":127,"box":{"x":89,"y":509,"width":491,"height":12}},{"id":"2146e842-2270-418a-a845-e9634675de3f","block_type":"box","text":"• Shareholder proposals","page_number":127,"box":{"x":89,"y":529,"width":188,"height":12}},{"id":"ae866d0e-192b-4a5a-8730-f473b77e3474","block_type":"box","text":"Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to","page_number":127,"box":{"x":89,"y":555,"width":846,"height":13}},{"id":"aa89e4ce-affd-421d-8594-e3b503d0cafc","block_type":"box","text":"common ballot items for shareholder meetings in those markets. Alongside the Principles and regional voting guidelines, BIS","page_number":127,"box":{"x":89,"y":570,"width":872,"height":13}},{"id":"64b546e2-63de-4cd5-b144-39a69daf7372","block_type":"box","text":"publishes our engagement priorities which reflect the five themes on which we most frequently engage companies, where","page_number":127,"box":{"x":89,"y":586,"width":857,"height":12}},{"id":"ad3c6b5d-a68a-48dc-91eb-619cb68e6d57","block_type":"box","text":"they are relevant, as these can be a source of material business risk or opportunity. Collectively, these BIS policies set out the","page_number":127,"box":{"x":88,"y":601,"width":869,"height":12}},{"id":"fda460e6-2e64-440e-b35d-b76d47115c4c","block_type":"box","text":"core elements of corporate governance that guide our investment stewardship program globally and within each market. The","page_number":127,"box":{"x":89,"y":616,"width":878,"height":12}},{"id":"bb3ac8dd-8a3f-430a-b078-511765fd6c2d","block_type":"box","text":"BIS policies are not prescriptive, applied on a pragmatic, case-by-case basis, taking into consideration a number of factors,","page_number":127,"box":{"x":89,"y":631,"width":855,"height":12}},{"id":"64023ed0-69c1-4f2d-bebc-b9c7bf4152de","block_type":"box","text":"including the sector, market, and business environment within which a company is operating.","page_number":127,"box":{"x":89,"y":646,"width":654,"height":12}},{"id":"801f0fa6-ef1d-4e52-b698-766c7278d7d3","block_type":"box","text":"Boards and directors","page_number":127,"box":{"x":89,"y":673,"width":148,"height":9}},{"id":"cd17207a-605d-40e2-8f9d-33d265036642","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":127,"box":{"x":89,"y":699,"width":829,"height":12}},{"id":"903f87eb-9e97-4c5f-864a-1bda6199d050","block_type":"box","text":"relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board","page_number":127,"box":{"x":89,"y":714,"width":842,"height":12}},{"id":"d03c0ff8-8f44-451f-a880-d4a91ceed1b6","block_type":"box","text":"discussions. A strong board gives a company a competitive advantage, providing valuable oversight and contributing to the","page_number":127,"box":{"x":89,"y":729,"width":863,"height":13}},{"id":"429f5e80-a77b-4faa-a19b-f4a575eceb4a","block_type":"box","text":"most important management decisions that support long-term financial performance. As part of their responsibilities, board","page_number":127,"box":{"x":89,"y":744,"width":871,"height":13}},{"id":"dfb086d0-6005-494b-8cec-a11e9b5e8dd2","block_type":"box","text":"members have a fiduciary duty to shareholders to oversee the strategic direction, operations, and risk management of a","page_number":127,"box":{"x":89,"y":759,"width":837,"height":13}},{"id":"20fdcbcf-0b99-449b-b8fe-c41d500b6dbc","block_type":"box","text":"company. This is why our investment stewardship efforts have always started with the performance of the board of directors,","page_number":127,"box":{"x":89,"y":775,"width":873,"height":12}},{"id":"cf4617d4-403a-4ae4-8159-a5fbfd98a3de","block_type":"box","text":"and why we see engagement with, and the election of, directors as one of our most important responsibilities. We engage, as","page_number":127,"box":{"x":89,"y":790,"width":875,"height":12}},{"id":"66588e5e-e2ff-49f4-8eff-ce46304e5ef6","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":127,"box":{"x":89,"y":805,"width":867,"height":12}},{"id":"5d934173-542c-40d3-a60d-d93221cda9e1","block_type":"box","text":"(3) Our regional voting guidelines, which we publish on the BIS website, reflect these different market standards and norms. Depending on the market,","page_number":127,"box":{"x":89,"y":856,"width":856,"height":10}},{"id":"94c7f538-7722-4d97-a753-4d4ffd075b68","block_type":"box","text":"generally accepted practice is informed by corporate law, market regulation, best practices, and industry initiatives, amongst other factors.","page_number":127,"box":{"x":121,"y":868,"width":774,"height":10}},{"id":"e9dcf256-374c-41c6-8c83-68375231676b","block_type":"box","text":"A-23","page_number":127,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"2cbbecc4-6d33-4099-8f89-f2380b8c3169","block_type":"box","text":"and board composition are appropriate given a company’s business model and we take into consideration a number of","page_number":128,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"144c2741-184a-4374-ba76-9b30da3fa4fe","block_type":"box","text":"factors, including the sector, market, and business environment within which a company is operating.","page_number":128,"box":{"x":88,"y":59,"width":711,"height":12}},{"id":"2e671112-dd7a-48e4-af30-4b6e7f65bf71","block_type":"box","text":"We view it as good practice when the board establishes and maintains a framework of robust and effective governance","page_number":128,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"aa7fc508-7595-4ded-a18e-1af62a35afcd","block_type":"box","text":"mechanisms to support its oversight of the company’s strategy and operations consistent with the long-term economic","page_number":128,"box":{"x":89,"y":101,"width":838,"height":12}},{"id":"9a1a4f7d-5584-437a-949e-4d9a14177e9e","block_type":"box","text":"interests of investors. There should be clear descriptions of the role of the board and the committees of the board and how","page_number":128,"box":{"x":89,"y":116,"width":859,"height":12}},{"id":"17a418e6-0d79-4a8b-9cb3-0523d434c39f","block_type":"box","text":"directors engage with and oversee management. Disclosure of material risks that may affect a company’s long-term strategy","page_number":128,"box":{"x":89,"y":131,"width":874,"height":12}},{"id":"cceff95d-c5c1-4a8d-b762-22b8023b5714","block_type":"box","text":"and financial value creation, including material sustainability-related factors when relevant, is helpful for investors to","page_number":128,"box":{"x":89,"y":146,"width":813,"height":12}},{"id":"9b1cae2d-e6a6-4d36-aa65-6cf24126b8b5","block_type":"box","text":"appropriately understand and assess how effectively management is identifying, managing, and mitigating such risks.","page_number":128,"box":{"x":89,"y":161,"width":825,"height":12}},{"id":"7eade323-e9c7-4713-b548-a7de1bf26c6b","block_type":"box","text":"We seek to understand management’s long-term strategy and the milestones against which investors should assess its","page_number":128,"box":{"x":88,"y":188,"width":835,"height":12}},{"id":"f0d0a820-8527-4a3f-8a52-e6bb39f69704","block_type":"box","text":"implementation. If any strategic targets are significantly missed or materially restated, we find it helpful when company","page_number":128,"box":{"x":89,"y":203,"width":834,"height":12}},{"id":"8dd7e11e-26a3-4469-80c1-81fdebd93a1b","block_type":"box","text":"disclosures provide a detailed explanation of the changes and an indication of the board’s role in reviewing the revised","page_number":128,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"dd613c93-7ce8-404c-b832-665dff9ac957","block_type":"box","text":"targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business","page_number":128,"box":{"x":88,"y":233,"width":872,"height":12}},{"id":"62b07066-3e12-438d-8b7c-c4f882733085","block_type":"box","text":"risks and opportunities and the fulfillment of the company’s strategy.","page_number":128,"box":{"x":89,"y":248,"width":481,"height":12}},{"id":"fdf05262-0c90-492b-ad5c-c68291e90c4c","block_type":"box","text":"Where a company has not adequately disclosed and demonstrated that its board has fulfilled these corporate governance","page_number":128,"box":{"x":88,"y":274,"width":851,"height":13}},{"id":"b85d1dc3-d5c8-424f-9e0b-4a45cb7c3600","block_type":"box","text":"and risk oversight responsibilities, we may consider voting against the election of directors who, on our assessment, have","page_number":128,"box":{"x":89,"y":290,"width":848,"height":12}},{"id":"7e1dd7e8-d199-441f-850d-fd7096d1f62c","block_type":"box","text":"particular responsibility for the issues. We assess director performance on a case-by-case basis and in light of each","page_number":128,"box":{"x":89,"y":305,"width":801,"height":12}},{"id":"1c423997-9cce-41e6-bd6e-20f85b9db8b0","block_type":"box","text":"company’s circumstances, taking into consideration its governance, business practices that support durable, long-term","page_number":128,"box":{"x":89,"y":320,"width":834,"height":12}},{"id":"2d09ad16-8917-4c98-85bc-ad2d5751f760","block_type":"box","text":"financial value creation, and performance. Set out below are factors we may take into consideration.","page_number":128,"box":{"x":88,"y":335,"width":701,"height":12}},{"id":"58e6b71b-e333-4eb9-bed7-dc69cad9ff57","block_type":"box","text":"Regular accountability through director elections","page_number":128,"box":{"x":106,"y":361,"width":354,"height":13}},{"id":"92c411c4-fe5b-4e54-80a8-541549c28fdc","block_type":"box","text":"To ensure accountability for their actions on behalf of shareholders, directors should stand for election on a regular basis,","page_number":128,"box":{"x":88,"y":388,"width":849,"height":12}},{"id":"8534049a-ba9e-42c0-a046-e812fce546f6","block_type":"box","text":"ideally annually.","page_number":128,"box":{"x":89,"y":403,"width":109,"height":12}},{"id":"f0e37db5-2661-48cb-9737-ceb9973fd988","block_type":"box","text":"(4)","page_number":128,"box":{"x":200,"y":401,"width":14,"height":8}},{"id":"2ee681ac-6cdd-45e0-9386-2026a0860061","block_type":"box","text":"Annual director elections allow shareholders to reaffirm their support for board members and/or hold","page_number":128,"box":{"x":219,"y":403,"width":713,"height":12}},{"id":"339b7445-588c-47d4-8717-049431700b71","block_type":"box","text":"them accountable for their decisions in a timely manner. When board members are not elected annually, in our experience, it","page_number":128,"box":{"x":88,"y":418,"width":873,"height":12}},{"id":"a7e4d658-2378-49b5-8009-4f4c942e6efb","block_type":"box","text":"is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their","page_number":128,"box":{"x":89,"y":433,"width":816,"height":13}},{"id":"31d83625-6c80-45a4-88dc-e04c55cc7003","block_type":"box","text":"appointment re-confirmed, with a proportion of directors being put forward for election at each annual general meeting.","page_number":128,"box":{"x":89,"y":448,"width":843,"height":13}},{"id":"11f518e0-e23c-45c0-b28c-d574e9920f84","block_type":"box","text":"Effective board composition","page_number":128,"box":{"x":105,"y":475,"width":201,"height":12}},{"id":"e6b3b1a3-6a64-473d-998f-03808215c65b","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":128,"box":{"x":89,"y":501,"width":794,"height":13}},{"id":"085bf54f-1e69-4d68-afed-8031c37beba9","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":128,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"db318acd-7f07-47ae-9142-4da0ac4f80d3","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":128,"box":{"x":89,"y":531,"width":819,"height":13}},{"id":"65f37273-48f0-4c93-b1e5-58fac2daae3f","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":128,"box":{"x":89,"y":547,"width":850,"height":12}},{"id":"1b32210c-ad75-462a-a84f-d35f107102e1","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":128,"box":{"x":89,"y":562,"width":723,"height":12}},{"id":"9b47a240-8c7d-48db-a957-cf11712c52c4","block_type":"box","text":"We encourage companies to regularly review the effectiveness of their board (including its size), and assess directors","page_number":128,"box":{"x":88,"y":588,"width":817,"height":12}},{"id":"291eb2b9-5150-4646-acc3-fce20fd98ae6","block_type":"box","text":"nominated for election in the context of the composition of the board as a whole. In our view, the company’s assessment","page_number":128,"box":{"x":89,"y":603,"width":848,"height":13}},{"id":"d965a9b4-fdbf-42c0-bc64-999e77036f1d","block_type":"box","text":"should consider a number of factors, including each director’s independence and time commitments, as well as the breadth","page_number":128,"box":{"x":89,"y":618,"width":867,"height":13}},{"id":"9f58453c-cf5d-477e-82f7-7a1e9d45040b","block_type":"box","text":"and relevance of director experiences and skillsets, and how these collectively contribute to the board’s effectiveness in","page_number":128,"box":{"x":89,"y":633,"width":832,"height":13}},{"id":"393f3877-f045-4da2-8ade-d1673d4609c7","block_type":"box","text":"advising and overseeing management in delivering long-term financial returns.","page_number":128,"box":{"x":89,"y":649,"width":551,"height":12}},{"id":"86e66369-3642-4b85-9385-ac2b2bac443e","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties – is a central tenet of sound","page_number":128,"box":{"x":89,"y":675,"width":857,"height":12}},{"id":"0c7050bf-7b0e-40b7-a732-dcc57605bf4d","block_type":"box","text":"corporate governance across markets.","page_number":128,"box":{"x":89,"y":690,"width":267,"height":13}},{"id":"264627f7-3316-4142-b392-e9746862a10b","block_type":"box","text":"(5)","page_number":128,"box":{"x":357,"y":688,"width":15,"height":8}},{"id":"295ede95-3dc6-4288-86d1-16852aa3fe46","block_type":"box","text":"We encourage boards to have a sufficient number of independent directors, free","page_number":128,"box":{"x":377,"y":690,"width":559,"height":13}},{"id":"4e5a0d7b-b6d3-480c-8dba-732eb158333a","block_type":"box","text":"from conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to","page_number":128,"box":{"x":88,"y":705,"width":829,"height":13}},{"id":"f813a722-8681-47f5-9043-d435f182467d","block_type":"box","text":"oversee management. We generally consider it good practice for independent directors to make a majority of the board, or in","page_number":128,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"efd8bb04-a26a-4b1e-b799-33140c5928cd","block_type":"box","text":"the case of controlled companies, at least one-third.","page_number":128,"box":{"x":88,"y":736,"width":364,"height":12}},{"id":"730bb8df-228d-448d-89d6-59ab56139166","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":128,"box":{"x":89,"y":762,"width":528,"height":12}},{"id":"124cfc67-e027-4c43-9503-f5d23f0bcdc6","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":128,"box":{"x":89,"y":782,"width":465,"height":12}},{"id":"14bfad7c-7e9f-44b8-8289-bea45bd91c69","block_type":"box","text":"(4) In most markets directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary be","page_number":128,"box":{"x":89,"y":828,"width":843,"height":10}},{"id":"11178453-82db-4f9d-b7d0-60c49daa19da","block_type":"box","text":"st","page_number":128,"box":{"x":933,"y":829,"width":9,"height":7}},{"id":"80676a19-2999-4f59-9c8c-24a5ec088af3","block_type":"box","text":"practice.","page_number":128,"box":{"x":121,"y":842,"width":47,"height":9}},{"id":"b5d7ff9d-c1d0-4831-98df-b22f299752ad","block_type":"box","text":"(5) Please see: Tokyo Stock Exchange. “Japan’s Corporate Governance Code.” June 11, 2021; Financial Reporting Council. “UK Corporate Governance","page_number":128,"box":{"x":89,"y":856,"width":841,"height":10}},{"id":"7c90dfbc-25d0-4269-b409-2cd23090cf62","block_type":"box","text":"Code.” July 16, 2018; Investor Stewardship Group. “Corporate Governance Principles for US Listed Companies.”","page_number":128,"box":{"x":121,"y":868,"width":619,"height":10}},{"id":"cfc1196a-606b-4559-b21d-a25374e7e8c1","block_type":"box","text":"A-24","page_number":128,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"3233204d-4c75-41eb-8ed1-ae2c9689ec94","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":129,"box":{"x":89,"y":44,"width":627,"height":12}},{"id":"8fc05fc4-e775-414b-b60f-cc8bd1a2edf3","block_type":"box","text":"• Interlocking directorships","page_number":129,"box":{"x":89,"y":64,"width":210,"height":12}},{"id":"552e2c2b-3269-45ab-95e1-d693d740b1c2","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":129,"box":{"x":89,"y":84,"width":853,"height":13}},{"id":"b0f4c3a2-37b3-4ad3-968a-bfd1706d905f","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":129,"box":{"x":122,"y":99,"width":646,"height":13}},{"id":"128b7f40-7781-4f57-9fe0-98557ccaa33a","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":129,"box":{"x":89,"y":126,"width":848,"height":12}},{"id":"e946627b-75a1-4e4a-b8be-30f1cf97d5c6","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":129,"box":{"x":89,"y":141,"width":838,"height":12}},{"id":"10c993c7-e916-4c20-806a-50a1fc2af6ec","block_type":"box","text":"designated as a lead independent director. The role of this director is to enhance the effectiveness of the independent","page_number":129,"box":{"x":89,"y":156,"width":821,"height":12}},{"id":"0800ff2b-4af6-46d2-b751-eaf049239af3","block_type":"box","text":"members of the board through shaping the agenda, ensuring adequate information is provided to the board, and","page_number":129,"box":{"x":89,"y":171,"width":790,"height":12}},{"id":"cd80b484-41bd-449a-b061-ef4beb63993f","block_type":"box","text":"encouraging independent director participation in board deliberations. The lead independent director or another appropriate","page_number":129,"box":{"x":89,"y":186,"width":871,"height":13}},{"id":"5b4e6883-d8d6-4565-9596-01ae8ab878af","block_type":"box","text":"director should be available to meet with shareholders in those situations where an independent director is best placed to","page_number":129,"box":{"x":89,"y":201,"width":851,"height":13}},{"id":"d493b81f-b6c4-4ca5-b8f2-9f4ecc36c3f4","block_type":"box","text":"explain and contextualize a company’s approach.","page_number":129,"box":{"x":89,"y":216,"width":343,"height":13}},{"id":"aeee4817-14e9-4fc6-9271-1bf423a4b01b","block_type":"box","text":"There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated","page_number":129,"box":{"x":88,"y":243,"width":863,"height":12}},{"id":"8bb0ddcb-e379-40ff-bdba-8e4212d91db1","block_type":"box","text":"directors or require additional focus. It is our view that objective oversight of such matters is best achieved when the board","page_number":129,"box":{"x":89,"y":258,"width":858,"height":12}},{"id":"f87c2254-ee5b-4a5e-b729-e730ef0fbf1f","block_type":"box","text":"forms committees with a majority of independent directors, depending on market norms and a company’s ownership","page_number":129,"box":{"x":88,"y":273,"width":825,"height":13}},{"id":"f56387d4-212c-4b0a-a777-da2ce9dc4a07","block_type":"box","text":"structure. In many markets, these committees of the board specialize in audit, director nominations, and compensation","page_number":129,"box":{"x":89,"y":288,"width":833,"height":13}},{"id":"3ddc6a76-3eaa-447c-8586-746f7a3981e4","block_type":"box","text":"matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related","page_number":129,"box":{"x":89,"y":303,"width":855,"height":13}},{"id":"25aa0f4e-f8de-4073-908b-11030c6ae725","block_type":"box","text":"party, or to investigate a significant adverse event.","page_number":129,"box":{"x":89,"y":319,"width":348,"height":12}},{"id":"e7c8b940-1bdd-47ff-80a4-e974d6791208","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":129,"box":{"x":88,"y":345,"width":877,"height":12}},{"id":"e55d263e-368d-4f4f-bbbf-037b2868cf40","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":129,"box":{"x":89,"y":360,"width":854,"height":12}},{"id":"070688dd-0cc8-4a4d-94b1-212655492d7a","block_type":"box","text":"composition. These disclosures should give an understanding of how the collective experience and expertise of the board, as","page_number":129,"box":{"x":89,"y":375,"width":873,"height":13}},{"id":"6afbf1c6-d43e-430e-9727-612ca64db570","block_type":"box","text":"well as the particular skill sets of individual directors, aligns with the company’s long-term strategy and business model.","page_number":129,"box":{"x":88,"y":390,"width":839,"height":13}},{"id":"ce01e6e9-7b73-4724-9d50-971e8aa6eb66","block_type":"box","text":"Highly qualified, engaged directors with professional characteristics relevant to a company’s business and strategy enhance","page_number":129,"box":{"x":89,"y":405,"width":865,"height":13}},{"id":"619316dc-a503-4443-9d1f-c947f485b422","block_type":"box","text":"the ability of the board to add value and be the voice of shareholders in board discussions.","page_number":129,"box":{"x":88,"y":421,"width":631,"height":12}},{"id":"91f9256d-dd34-44b8-8675-fd6580a0c8ca","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":129,"box":{"x":89,"y":447,"width":860,"height":12}},{"id":"ebcb7cca-8337-4972-9ac4-4a2bdb83a842","block_type":"box","text":"as a means of promoting diversity of thought to avoid “group think” in the board’s exercise of its responsibilities to advise","page_number":129,"box":{"x":89,"y":462,"width":849,"height":12}},{"id":"fcc416ee-bd3c-43d7-b0dd-806799885fa9","block_type":"box","text":"and oversee management.","page_number":129,"box":{"x":89,"y":477,"width":185,"height":13}},{"id":"0e669fb2-a623-44d9-9d20-22b2e37978fe","block_type":"box","text":"In assessing board composition, we take a case-by-case approach based on a company’s board size, business model,","page_number":129,"box":{"x":89,"y":504,"width":817,"height":12}},{"id":"1b0172d9-dca0-4c64-bb39-c00e07e43b3f","block_type":"box","text":"strategy, location and market capitalization. We look for companies to explain how their approach to board composition","page_number":129,"box":{"x":89,"y":519,"width":838,"height":12}},{"id":"b14e555b-5b14-4d53-a6cc-8b688d783579","block_type":"box","text":"supports the company’s governance practices.","page_number":129,"box":{"x":89,"y":534,"width":325,"height":12}},{"id":"c0540f9f-a88f-4c63-a048-049fd92c7bdf","block_type":"box","text":"We note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":129,"box":{"x":88,"y":560,"width":857,"height":13}},{"id":"74a042d8-78ee-45da-bd38-608b54849451","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned. We ask boards to disclose, consistent with local laws,","page_number":129,"box":{"x":89,"y":576,"width":876,"height":12}},{"id":"aa88078c-5e72-47fa-b1d2-1d64a662cd85","block_type":"box","text":"how diversity, including professional and personal characteristics, is considered in board composition, given the company’s","page_number":129,"box":{"x":89,"y":591,"width":861,"height":12}},{"id":"44bb1659-743f-4082-8359-328d40bcdb5b","block_type":"box","text":"long-term strategy and business model.","page_number":129,"box":{"x":89,"y":606,"width":278,"height":12}},{"id":"589f959d-d937-4af3-8a42-5ef1045bf287","block_type":"box","text":"(6)","page_number":129,"box":{"x":369,"y":604,"width":14,"height":8}},{"id":"2abcbc53-c5e4-45d3-b0dc-c46cb8aad2ca","block_type":"box","text":"Sufficient capacity","page_number":129,"box":{"x":105,"y":632,"width":133,"height":13}},{"id":"2816e266-e882-4747-939f-eac3cfd4782f","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":129,"box":{"x":88,"y":659,"width":836,"height":12}},{"id":"ea42d4ea-66a0-4076-bee7-3ae2d44d0618","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":129,"box":{"x":89,"y":674,"width":806,"height":12}},{"id":"9f40971e-3c6d-466e-9bc2-bba0de01e1fb","block_type":"box","text":"responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of","page_number":129,"box":{"x":89,"y":689,"width":880,"height":12}},{"id":"880f2aea-1e4c-4cb3-a2d2-7faa35ca2cd8","block_type":"box","text":"roles that would impair their ability to fulfill their duties.","page_number":129,"box":{"x":89,"y":704,"width":387,"height":12}},{"id":"74019321-4e8a-4092-bb50-f12d7bfdaacf","block_type":"box","text":"Auditors and audit-related issues","page_number":129,"box":{"x":88,"y":730,"width":240,"height":10}},{"id":"6d624a9b-67f2-490f-8fb7-9a284f130269","block_type":"box","text":"BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a","page_number":129,"box":{"x":89,"y":757,"width":821,"height":12}},{"id":"2da3b37d-7550-4d24-91f5-9284f4d22b5a","block_type":"box","text":"company’s financial condition. Accordingly, we look for the assumptions made by management and reviewed by the auditor","page_number":129,"box":{"x":89,"y":772,"width":870,"height":12}},{"id":"fce88d44-6896-4c7e-af3a-19996f8d4f00","block_type":"box","text":"in preparing the financial statements to be reasonable and justified.","page_number":129,"box":{"x":89,"y":787,"width":471,"height":13}},{"id":"ee265c1d-2032-4207-896d-7966fa268277","block_type":"box","text":"The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under","page_number":129,"box":{"x":88,"y":814,"width":843,"height":12}},{"id":"3200b418-2e96-4d2e-8bca-30b4b323538b","block_type":"box","text":"market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader","page_number":129,"box":{"x":89,"y":829,"width":862,"height":12}},{"id":"44ae6359-4203-4fca-a16a-34ef5802de14","block_type":"box","text":"(6) Personal characteristics may include, but are not limited to, gender; race/ethnicity; disability; veteran status; LGBTQ+; and national, Indig","page_number":129,"box":{"x":89,"y":856,"width":795,"height":10}},{"id":"4a8d1bf9-5601-4fa1-9424-0af41c0799bb","block_type":"box","text":"enous, reli","page_number":129,"box":{"x":885,"y":856,"width":61,"height":9}},{"id":"b7e955f0-d8e2-4eec-95b0-b2582248ec10","block_type":"box","text":"gious, or cultural identity.","page_number":129,"box":{"x":121,"y":868,"width":141,"height":10}},{"id":"f73c00ca-65b8-44ca-9019-97f28594861a","block_type":"box","text":"A-25","page_number":129,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"56944c0f-6222-439d-91a5-0a56c2f5f76b","block_type":"box","text":"range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate","page_number":130,"box":{"x":89,"y":44,"width":833,"height":12}},{"id":"77e54a8b-de58-4099-8cc4-95e9786b8ff0","block_type":"box","text":"investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions","page_number":130,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"88dc5e14-d397-4227-8450-e3762f169077","block_type":"box","text":"underlying financial statements, particularly those that pertain to the impact of the transition to a low-carbon economy on a","page_number":130,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"70ac2cee-36f5-4e6e-925e-8a709f77f2ca","block_type":"box","text":"company’s business model and asset mix. We recognize that this is an area of evolving practice and note that international","page_number":130,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"91dcfb0a-e872-480f-beaa-5575e38df894","block_type":"box","text":"standards setters, such as the International Financial Reporting Standards (IFRS) Board and the International Auditing and","page_number":130,"box":{"x":89,"y":104,"width":854,"height":13}},{"id":"e7680811-980c-48a8-af89-ff7c697b46a9","block_type":"box","text":"Assurance Standards Board (IAASB), continue to develop their guidance to companies.","page_number":130,"box":{"x":88,"y":119,"width":608,"height":13}},{"id":"3514799d-6baf-402c-96fe-3a9477a6507a","block_type":"box","text":"(7)","page_number":130,"box":{"x":698,"y":117,"width":14,"height":8}},{"id":"4f9d66cb-51b3-401e-bb80-72c89c7e4039","block_type":"box","text":"In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing","page_number":130,"box":{"x":89,"y":146,"width":828,"height":12}},{"id":"e42663c1-38df-4215-a95b-6c2312b6bb58","block_type":"box","text":"independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial","page_number":130,"box":{"x":89,"y":161,"width":795,"height":12}},{"id":"f2281d56-7051-4bc6-a3d5-cf649945df46","block_type":"box","text":"information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these committees can","page_number":130,"box":{"x":89,"y":176,"width":871,"height":12}},{"id":"0278b7e2-c79b-4352-aed2-a22629799025","block_type":"box","text":"provide oversight of Enterprise Risk Management systems.","page_number":130,"box":{"x":89,"y":191,"width":409,"height":13}},{"id":"b93acefe-dbb1-49f2-8947-45c58f1d64a5","block_type":"box","text":"(8)","page_number":130,"box":{"x":500,"y":189,"width":14,"height":8}},{"id":"14365eff-0702-4180-84b3-693340902ede","block_type":"box","text":"In our view, effective audit committee oversight strengthens the","page_number":130,"box":{"x":520,"y":191,"width":446,"height":13}},{"id":"8c482618-591c-4718-8598-3c7c284eb952","block_type":"box","text":"quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":130,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"c5fd817f-82ae-4836-98f2-13a779587400","block_type":"box","text":"Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation","page_number":130,"box":{"x":88,"y":233,"width":869,"height":12}},{"id":"f3628ac9-b6c1-475c-9521-ea61de30b06c","block_type":"box","text":"plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit","page_number":130,"box":{"x":89,"y":248,"width":853,"height":12}},{"id":"abd7ed9c-6777-40ad-a627-556ed868b614","block_type":"box","text":"oversight. We recognize that audit committees will rely on management, internal audit, and the independent auditor in","page_number":130,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"c10f8383-38c3-42bc-a9d6-23a098de0ff1","block_type":"box","text":"fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and","page_number":130,"box":{"x":88,"y":278,"width":854,"height":13}},{"id":"1a5a30af-ead4-4d9c-b1d3-b6bc9cac61d0","block_type":"box","text":"oversee the audit process and related activities.","page_number":130,"box":{"x":89,"y":293,"width":329,"height":13}},{"id":"d917dede-66f3-4c79-b9ed-5edd1917cdf5","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":130,"box":{"x":88,"y":320,"width":871,"height":12}},{"id":"562a7574-9fda-4a98-b8bb-61cd18f1b7e6","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on","page_number":130,"box":{"x":89,"y":335,"width":863,"height":12}},{"id":"2ca549a8-39a9-4da4-849f-12004c49439b","block_type":"box","text":"the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.","page_number":130,"box":{"x":88,"y":350,"width":802,"height":12}},{"id":"7c24fb74-fea7-4aa9-9895-14180cd160cc","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on","page_number":130,"box":{"x":88,"y":376,"width":853,"height":13}},{"id":"120d2915-d410-4d58-b42f-53293399a06f","block_type":"box","text":"management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides","page_number":130,"box":{"x":89,"y":392,"width":853,"height":12}},{"id":"b7a34fba-e7c1-4b98-b1ee-8c4be75a56c6","block_type":"box","text":"services to the company in addition to the audit, we look for the fees earned to be disclosed and explained. We look for Audit","page_number":130,"box":{"x":89,"y":407,"width":874,"height":12}},{"id":"6bbb5953-f25c-4e22-b407-d5379d0ee923","block_type":"box","text":"committees to have in place a procedure for assessing annually the independence of the auditor and the quality of the","page_number":130,"box":{"x":89,"y":422,"width":827,"height":12}},{"id":"53e24faa-e9ac-492a-9249-6d0b60983e07","block_type":"box","text":"external audit process.","page_number":130,"box":{"x":89,"y":437,"width":157,"height":12}},{"id":"0e4f4a76-dbc1-4bdd-8ac0-e3ddea15d1ed","block_type":"box","text":"Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management","page_number":130,"box":{"x":89,"y":463,"width":817,"height":13}},{"id":"527408b8-9d70-4372-8f34-492deb456b5c","block_type":"box","text":"practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to periodically review","page_number":130,"box":{"x":89,"y":479,"width":876,"height":12}},{"id":"0f1f1a53-c79c-4e8c-8933-b0dedb8eefec","block_type":"box","text":"the company’s risk assessment and risk management policies and the significant risks and exposures identified by","page_number":130,"box":{"x":88,"y":494,"width":800,"height":12}},{"id":"bba6f11e-4cbd-4925-8c16-d412013c4b88","block_type":"box","text":"management, the internal auditors or the independent auditors and management’s steps to address them. In the absence of","page_number":130,"box":{"x":89,"y":509,"width":873,"height":12}},{"id":"beeeddb6-d537-494c-a78d-8c492a9c2ae1","block_type":"box","text":"detailed disclosures, we may reasonably conclude that companies are not adequately managing risk.","page_number":130,"box":{"x":89,"y":524,"width":704,"height":12}},{"id":"fe0966fc-8914-4879-847e-cb07bf470b5f","block_type":"box","text":"Capital structure, mergers, asset sales, and other special transactions","page_number":130,"box":{"x":89,"y":550,"width":500,"height":13}},{"id":"024723ee-d580-4ccc-8f60-265fabe28ba6","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":130,"box":{"x":88,"y":577,"width":853,"height":12}},{"id":"4e96e414-bf26-481a-8adb-45db0cef8ade","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":130,"box":{"x":88,"y":592,"width":841,"height":12}},{"id":"5e9153d6-e088-48e3-bc37-f2b89d1e28d9","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":130,"box":{"x":89,"y":607,"width":351,"height":12}},{"id":"3ca1aa13-c011-4c52-afb3-725fe7da4968","block_type":"box","text":"Effective voting rights are basic rights of share ownership and a core principle of effective governance. Shareholders, as the","page_number":130,"box":{"x":89,"y":633,"width":858,"height":13}},{"id":"9ccb2e75-d8f2-4d75-8565-d6e9c1e201d3","block_type":"box","text":"residual claimants, have the strongest interest in protecting the financial value of the company, and voting rights should","page_number":130,"box":{"x":89,"y":649,"width":837,"height":12}},{"id":"58e0dfb9-a7c6-47a6-aa60-833f40aa0ec0","block_type":"box","text":"match economic exposure, i.e., one share, one vote.","page_number":130,"box":{"x":89,"y":664,"width":361,"height":12}},{"id":"5305f7d7-7dd5-45b8-b740-2852283e6416","block_type":"box","text":"In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated","page_number":130,"box":{"x":89,"y":690,"width":872,"height":13}},{"id":"1c2ead50-0043-45c4-8dc0-37333462a4a0","block_type":"box","text":"voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and","page_number":130,"box":{"x":88,"y":705,"width":833,"height":13}},{"id":"ddc7b2bc-ed92-4848-9175-ceeaf2ff02fb","block_type":"box","text":"results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and","page_number":130,"box":{"x":89,"y":720,"width":815,"height":13}},{"id":"8744a1b1-d00f-46db-979f-74da00dbe953","block_type":"box","text":"amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time,","page_number":130,"box":{"x":89,"y":736,"width":839,"height":12}},{"id":"9e8cd1fd-a3ff-4547-ad45-96d16ef2a6bb","block_type":"box","text":"companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such","page_number":130,"box":{"x":89,"y":751,"width":845,"height":12}},{"id":"cb962e99-0498-4b16-a641-5023b56c1700","block_type":"box","text":"companies should review these share class structures on a regular basis or as company circumstances change. Additionally,","page_number":130,"box":{"x":89,"y":766,"width":867,"height":12}},{"id":"a9d9e944-be9f-4334-a809-5a560b0cb46c","block_type":"box","text":"(7) IFRS, “IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information”, June 2023, and IAASB, “IAASB Launches Pu","page_number":130,"box":{"x":89,"y":803,"width":833,"height":10}},{"id":"30684744-a335-46e0-8bf7-fa3325b929e8","block_type":"box","text":"blic","page_number":130,"box":{"x":923,"y":803,"width":18,"height":8}},{"id":"b1a1004c-a199-46e3-ba98-4764f15ce0c1","block_type":"box","text":"Consultation on Landmark Proposed Global Sustainability Assurance Standard”, August 2023.","page_number":130,"box":{"x":121,"y":816,"width":525,"height":9}},{"id":"76c3a076-c65d-4109-a787-cd20420c8aa0","block_type":"box","text":"(8) Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":130,"box":{"x":89,"y":831,"width":833,"height":10}},{"id":"d460dbec-4a91-4429-b60c-d0ad9247ecae","block_type":"box","text":"ng and","page_number":130,"box":{"x":924,"y":831,"width":37,"height":10}},{"id":"9e5a9878-c7c4-44c8-a8ad-3ffffc9fb93c","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":130,"box":{"x":121,"y":843,"width":818,"height":10}},{"id":"9dc4a638-89b7-4677-b13f-2d4a3ea38402","block_type":"box","text":"son","page_number":130,"box":{"x":940,"y":846,"width":24,"height":5}},{"id":"7d30ba93-acf1-456c-af19-34481634cc5e","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see the Committee of Sponsoring Organizations of the Treadway Commission (COSO),","page_number":130,"box":{"x":121,"y":856,"width":842,"height":10}},{"id":"d20b10b8-19ca-4d36-a5ed-26c7480c5eaa","block_type":"box","text":"“Enterprise Risk Management”, 2023.","page_number":130,"box":{"x":121,"y":868,"width":208,"height":10}},{"id":"5d2af5a7-f812-4375-b71d-d65598d9bd7a","block_type":"box","text":"A-26","page_number":130,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"0405c587-d551-4ee4-b6e9-cf5a719eefe3","block_type":"box","text":"they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the","page_number":131,"box":{"x":88,"y":44,"width":822,"height":12}},{"id":"f83732bc-8a17-440f-a460-659f3d18bd5d","block_type":"box","text":"company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current","page_number":131,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"0f0d8803-e4f5-4dd6-b59d-449b48a4d693","block_type":"box","text":"structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs","page_number":131,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"87b18740-69ff-431f-b98e-47bd3ffb8fc1","block_type":"box","text":"to shareholders.","page_number":131,"box":{"x":88,"y":89,"width":112,"height":10}},{"id":"10af965a-830a-48c0-8b05-93afabf3b078","block_type":"box","text":"In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic","page_number":131,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"0f2ad465-4973-4578-984f-a2e4ea0fddb4","block_type":"box","text":"interests of our clients as shareholders. Boards proposing a transaction should clearly explain the economic and strategic","page_number":131,"box":{"x":89,"y":131,"width":847,"height":12}},{"id":"7a85ef9a-ee9b-41f2-a02e-0ddaae4f09c7","block_type":"box","text":"rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term","page_number":131,"box":{"x":89,"y":146,"width":820,"height":12}},{"id":"8ca55372-e157-4e61-9cf1-4de47e12dbc3","block_type":"box","text":"shareholder value. We find long-term investors like our clients typically benefit when proposed transactions have the","page_number":131,"box":{"x":89,"y":161,"width":815,"height":12}},{"id":"cf0bc36b-b1cc-4ebc-b91d-e06b96b4923b","block_type":"box","text":"unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that","page_number":131,"box":{"x":89,"y":176,"width":854,"height":13}},{"id":"548d7316-d4d7-4930-9194-fa13f773f219","block_type":"box","text":"the financial interests of executives and/or board members in a given transaction have not adversely affected their ability to","page_number":131,"box":{"x":88,"y":191,"width":865,"height":13}},{"id":"2a5758f3-2f65-4725-b463-e385966df6ac","block_type":"box","text":"place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to","page_number":131,"box":{"x":89,"y":206,"width":821,"height":13}},{"id":"039d6aee-6819-4430-ade5-1168ca518a0a","block_type":"box","text":"support should come from the independent directors, a best practice in most markets, and ideally, the terms should have","page_number":131,"box":{"x":89,"y":222,"width":846,"height":12}},{"id":"b2cf8f88-64ec-47cf-b436-547a2835e825","block_type":"box","text":"been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate","page_number":131,"box":{"x":89,"y":237,"width":849,"height":12}},{"id":"b0ec83a6-a7b5-4a0c-b637-d7f7c73fc36b","block_type":"box","text":"vote of the non-conflicted parties.","page_number":131,"box":{"x":88,"y":252,"width":237,"height":12}},{"id":"7554fc3e-345f-466e-8f4c-168dd1532ba1","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":131,"box":{"x":88,"y":278,"width":827,"height":13}},{"id":"df53a28c-20cc-4286-bac6-e60297cc9fdf","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":131,"box":{"x":89,"y":293,"width":877,"height":13}},{"id":"764cded3-3485-4b86-ae55-0c3dce1e3f86","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":131,"box":{"x":89,"y":308,"width":863,"height":13}},{"id":"5a130e18-0cda-456d-8eed-a9fb07ee8525","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":131,"box":{"x":89,"y":324,"width":819,"height":12}},{"id":"962e2c69-b57f-4b2d-b3fb-658c96b27955","block_type":"box","text":"encourage any so-called “shareholder rights plans” proposed by a board to be subject to shareholder approval upon","page_number":131,"box":{"x":89,"y":339,"width":811,"height":12}},{"id":"c459fc95-78dc-41be-87e3-ac7d37326053","block_type":"box","text":"introduction and periodically thereafter.","page_number":131,"box":{"x":89,"y":354,"width":276,"height":12}},{"id":"4b8824fb-444f-47c4-82a5-c5f68de48d16","block_type":"box","text":"Executive compensation","page_number":131,"box":{"x":89,"y":381,"width":174,"height":12}},{"id":"14df9f03-1dd5-4438-9bde-de83770bd28d","block_type":"box","text":"In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation","page_number":131,"box":{"x":89,"y":407,"width":826,"height":12}},{"id":"b837f173-ae82-4296-a8d2-1b2c28fd0ae3","block_type":"box","text":"structure that incentivizes and rewards executives appropriately. Executive compensation is an important tool used by","page_number":131,"box":{"x":89,"y":422,"width":824,"height":12}},{"id":"2b8b3ac5-8fb1-4242-b8b0-5bcb28dd49ae","block_type":"box","text":"companies to support long-term financial value creation. In our experience, well-structured compensation policies reward","page_number":131,"box":{"x":89,"y":437,"width":853,"height":12}},{"id":"dd005e3f-ba40-4db7-9f25-6a9f9f8335c3","block_type":"box","text":"the successful delivery of strategic, operational, and/or financial goals, encourage an appropriate risk appetite, and align the","page_number":131,"box":{"x":88,"y":452,"width":870,"height":12}},{"id":"52b0cbf7-7df1-421c-911b-0536ba1e8616","block_type":"box","text":"interests of shareholders and executives through equity ownership.","page_number":131,"box":{"x":89,"y":467,"width":469,"height":13}},{"id":"701340f8-ae0a-4583-8e30-6d0ed0588cda","block_type":"box","text":"We look for there to be a clear link between variable pay and operational and financial performance. Performance metrics","page_number":131,"box":{"x":88,"y":494,"width":848,"height":12}},{"id":"e8f56c60-dc09-414a-8299-a3dcbac995a2","block_type":"box","text":"should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on whether","page_number":131,"box":{"x":89,"y":509,"width":852,"height":12}},{"id":"dee8c8fb-2c40-4459-9772-c6cf59972f70","block_type":"box","text":"companies should use sustainability-related criteria in compensation structures, but, where they are included, we look to","page_number":131,"box":{"x":89,"y":524,"width":846,"height":12}},{"id":"7ff912c7-c2a7-4e18-97eb-c19c15d190f4","block_type":"box","text":"companies to be as rigorous as they would be in setting other financial or operational targets. Long-term incentive plans","page_number":131,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"f9658670-601a-489f-a1f3-3a193f00a557","block_type":"box","text":"should encompass timeframes that 1) are distinct from annual executive compensation structures and metrics, and 2)","page_number":131,"box":{"x":89,"y":554,"width":828,"height":12}},{"id":"53b8fabe-90ea-4965-84c1-2008e789908b","block_type":"box","text":"encourage the delivery of strong financial results over a period of years.","page_number":131,"box":{"x":89,"y":569,"width":498,"height":13}},{"id":"4280ec8f-24d5-4c8d-8c89-aa83ccd2b482","block_type":"box","text":"When designing, reviewing, and approving executive compensation policies, board compensation committees – or board","page_number":131,"box":{"x":88,"y":596,"width":847,"height":12}},{"id":"c10df342-86ae-46c2-ae36-b67c7bdacfb7","block_type":"box","text":"members responsible for setting executive compensation – should carefully consider the company’s specific circumstances,","page_number":131,"box":{"x":89,"y":611,"width":866,"height":12}},{"id":"407897fa-65f2-49bb-878b-9544af03581a","block_type":"box","text":"such as its risk profile, the environment in which it operates, and the individuals the board is trying to attract, retain and","page_number":131,"box":{"x":89,"y":626,"width":835,"height":12}},{"id":"7d610409-00c9-4dfd-9561-4b61a9a97c2a","block_type":"box","text":"incentivize. We look to the compensation committees to guard against contractual arrangements that would entitle","page_number":131,"box":{"x":89,"y":641,"width":808,"height":12}},{"id":"84bcad46-696e-4c78-9f5b-9e418aaea876","block_type":"box","text":"executives to material compensation for early termination of their employment. Finally, pension contributions and other","page_number":131,"box":{"x":89,"y":656,"width":839,"height":13}},{"id":"6ac1747f-64da-4167-a25b-c5ebc35251f7","block_type":"box","text":"deferred compensation arrangements should be reasonable in light of market practices or the company’s business and","page_number":131,"box":{"x":89,"y":671,"width":831,"height":13}},{"id":"f9d61337-faa6-4c42-a4e2-1d346e15e957","block_type":"box","text":"executive compensation strategies.","page_number":131,"box":{"x":89,"y":687,"width":245,"height":12}},{"id":"9f75b249-5a22-4b83-8fed-909077f84d51","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":131,"box":{"x":88,"y":713,"width":862,"height":12}},{"id":"52b1d170-657f-4c80-a84a-a29b66481ade","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":131,"box":{"x":89,"y":728,"width":874,"height":12}},{"id":"47f16207-6577-497c-9809-9ba5e1776104","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer","page_number":131,"box":{"x":88,"y":743,"width":871,"height":12}},{"id":"ddfb884f-4789-4a12-89d6-60c7c7f2327b","block_type":"box","text":"group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the","page_number":131,"box":{"x":89,"y":758,"width":830,"height":13}},{"id":"c0cd5b77-dc7a-4426-ab63-e1cfd5d64ef7","block_type":"box","text":"rationale for increases in total compensation at a company is solely based on peer benchmarking, rather than also","page_number":131,"box":{"x":89,"y":773,"width":797,"height":13}},{"id":"87173c57-9140-4303-8b63-eae6d3654422","block_type":"box","text":"considering rigorous measures of outperformance. We encourage companies to clearly explain how compensation outcomes","page_number":131,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"19427841-cd3f-4c4b-a99e-1ca26768c7db","block_type":"box","text":"have rewarded performance.","page_number":131,"box":{"x":89,"y":804,"width":199,"height":12}},{"id":"74a2dc15-f59f-4db3-9b27-ca22e061ec9d","block_type":"box","text":"We encourage boards to consider building clawback provisions into incentive plans such that companies could clawback","page_number":131,"box":{"x":88,"y":830,"width":846,"height":12}},{"id":"3cbc4880-3039-4b16-97c1-3f7328e78590","block_type":"box","text":"compensation or require executives to forgo awards when compensation was based on faulty financial statements or","page_number":131,"box":{"x":89,"y":845,"width":821,"height":12}},{"id":"64383ed9-7520-4eaa-8eec-dc1853d0d9ed","block_type":"box","text":"deceptive business practices. We also favor recoupment from or the foregoing of the grant of any awards by any senior","page_number":131,"box":{"x":89,"y":860,"width":831,"height":13}},{"id":"ba0f7ee1-00e1-48f7-8157-82bf68b59540","block_type":"box","text":"A-27","page_number":131,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"d338d355-c32b-4116-a5d3-5223800f840a","block_type":"box","text":"executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or","page_number":132,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"633cdf75-11a9-4754-8847-fc617210ee22","block_type":"box","text":"resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.","page_number":132,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"b9d356dd-d785-46b7-9eeb-6a3c10a8ade1","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":132,"box":{"x":89,"y":85,"width":839,"height":13}},{"id":"970838f8-c434-47d3-8586-3752d07ddead","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":132,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"49bda3e9-2518-43c1-b9f4-61bc902fe5b1","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":132,"box":{"x":89,"y":116,"width":868,"height":12}},{"id":"3e6daa7b-a3ab-473b-84f9-2769fa402331","block_type":"box","text":"charged with overseeing.","page_number":132,"box":{"x":89,"y":131,"width":174,"height":12}},{"id":"04628bc7-c7e1-4087-a084-058972e7d5f2","block_type":"box","text":"BIS may convey concerns through not supporting management’s proposals to approve compensation, where they are on the","page_number":132,"box":{"x":89,"y":157,"width":874,"height":13}},{"id":"a4bed38b-32b5-4d6a-a0c4-9ed554408742","block_type":"box","text":"agenda. We may also vote against members of the compensation committee or equivalent board members for poor","page_number":132,"box":{"x":89,"y":172,"width":810,"height":13}},{"id":"44df670d-1104-49d8-8306-8b72951dfdb9","block_type":"box","text":"compensation practices or structures.","page_number":132,"box":{"x":89,"y":188,"width":264,"height":12}},{"id":"692f0cd1-8f7d-46f2-a216-eee0bd638389","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":132,"box":{"x":89,"y":214,"width":387,"height":12}},{"id":"98a8a323-a4b4-4b0b-9d33-6d1e58bf5261","block_type":"box","text":"It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and","page_number":132,"box":{"x":89,"y":240,"width":842,"height":13}},{"id":"3093001e-eabf-413c-ac77-618ba124d6db","block_type":"box","text":"opportunities relevant to their businesses.","page_number":132,"box":{"x":89,"y":256,"width":292,"height":12}},{"id":"a499a226-0ef8-491d-a6ef-70f8d7f62378","block_type":"box","text":"(9)","page_number":132,"box":{"x":383,"y":254,"width":14,"height":8}},{"id":"530aae57-f310-46e3-9ca7-bfc15f8197d5","block_type":"box","text":"As with all risks and opportunities in a company’s business model, appropriate","page_number":132,"box":{"x":402,"y":256,"width":550,"height":12}},{"id":"73eb6a1e-9e5a-4e3f-8a33-32c35899640e","block_type":"box","text":"oversight of material sustainability considerations is a core component of having an effective governance framework that","page_number":132,"box":{"x":89,"y":271,"width":848,"height":12}},{"id":"577dd4dd-d9c0-48d3-b24d-23fcd39d2d59","block_type":"box","text":"supports durable, long-term financial value creation.","page_number":132,"box":{"x":89,"y":286,"width":366,"height":12}},{"id":"46a17d82-b52b-49f0-b8c5-c901083e5bbe","block_type":"box","text":"Robust disclosure allows investors to effectively evaluate companies’ strategy and business practices related to material","page_number":132,"box":{"x":89,"y":312,"width":835,"height":13}},{"id":"c3ee975b-193a-4e4e-a120-0da423e6561f","block_type":"box","text":"sustainability-related risks and opportunities. We find it helpful when companies’ disclosures demonstrate that they have a","page_number":132,"box":{"x":89,"y":327,"width":858,"height":13}},{"id":"0a51829d-e485-420c-8b53-e71ab6ef9fcb","block_type":"box","text":"resilient business model that integrates material sustainability-related risks and opportunities into their strategy, risk","page_number":132,"box":{"x":89,"y":342,"width":813,"height":13}},{"id":"42dae1bc-9098-4de3-85d8-d591e8988ad9","block_type":"box","text":"management, and metrics and targets, including industry-specific metrics. The International Sustainability Standards Board","page_number":132,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"a2e620f5-a221-49f0-a601-c58b0e281a1e","block_type":"box","text":"(ISSB) standards, IFRS S1 and S2","page_number":132,"box":{"x":89,"y":373,"width":227,"height":12}},{"id":"e0523645-e830-48b5-a1de-bb8140601933","block_type":"box","text":"(10)","page_number":132,"box":{"x":318,"y":371,"width":21,"height":8}},{"id":"e14c5293-999b-4db8-9d55-e201377af557","block_type":"box","text":"may prove helpful to companies in preparing this disclosure. The standards build on the","page_number":132,"box":{"x":345,"y":373,"width":613,"height":12}},{"id":"33b66e0d-b495-4d63-a616-82d7afdf2a64","block_type":"box","text":"Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the","page_number":132,"box":{"x":88,"y":388,"width":838,"height":12}},{"id":"ff77456f-4a10-4f8e-ab4b-c35ba03f250e","block_type":"box","text":"Sustainability Accounting Standards Board (SASB), which have both converged under the ISSB. We recognize that companies","page_number":132,"box":{"x":88,"y":403,"width":876,"height":12}},{"id":"cadf380e-80b6-43ec-90eb-971c94ae7233","block_type":"box","text":"may phase in reporting aligned with the ISSB standards over several years. We also recognize that some companies may","page_number":132,"box":{"x":89,"y":418,"width":839,"height":12}},{"id":"76fae52f-be28-4281-aee7-07f9f85bd71a","block_type":"box","text":"report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such","page_number":132,"box":{"x":89,"y":433,"width":849,"height":13}},{"id":"080b6b78-db2c-4322-982e-0cca86e56a88","block_type":"box","text":"cases, we ask that companies highlight the metrics that are industry- or company-specific.","page_number":132,"box":{"x":89,"y":448,"width":634,"height":13}},{"id":"0cbebaae-79ad-4ab3-be03-02d7444923d1","block_type":"box","text":"We note that climate and other sustainability-related disclosures often require companies to collect and aggregate data from","page_number":132,"box":{"x":88,"y":475,"width":874,"height":12}},{"id":"6a644559-cc39-4019-ab7e-0bb316609818","block_type":"box","text":"various internal and external sources. We recognize that the practical realities of data collection and reporting may not line up","page_number":132,"box":{"x":88,"y":490,"width":879,"height":12}},{"id":"f067bade-216a-43db-9db1-7302dac57d9b","block_type":"box","text":"with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect,","page_number":132,"box":{"x":88,"y":505,"width":847,"height":12}},{"id":"e89ed68e-8798-4492-8ac8-5874f07dd7f5","block_type":"box","text":"analyze, and report this data to investors. That said, while we do not prescribe timelines regarding when companies make","page_number":132,"box":{"x":89,"y":520,"width":850,"height":12}},{"id":"56224eb2-853f-4b28-9f2e-d34288e833e5","block_type":"box","text":"these disclosures, we encourage them to produce climate and other sustainability-related disclosures sufficiently in advance","page_number":132,"box":{"x":88,"y":535,"width":870,"height":13}},{"id":"50ecc063-b240-4752-b8e3-63a04c8b91a0","block_type":"box","text":"of their annual meeting, to the best of their abilities to provide investors with time to assess the data and make informed","page_number":132,"box":{"x":89,"y":550,"width":842,"height":13}},{"id":"14f92123-8088-470d-9ac2-f3bc4abb5133","block_type":"box","text":"decisions.","page_number":132,"box":{"x":89,"y":565,"width":67,"height":10}},{"id":"b565314b-5840-4d2e-a3fa-b90123e7e908","block_type":"box","text":"Companies may also choose to adopt or refer to guidance on sustainable and responsible business conduct issued by","page_number":132,"box":{"x":89,"y":592,"width":823,"height":12}},{"id":"5f4b5300-72f5-46ff-9853-f2a0af88116f","block_type":"box","text":"supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development.","page_number":132,"box":{"x":89,"y":607,"width":847,"height":12}},{"id":"614abeb1-cf08-4e12-8fc4-98290e4d8002","block_type":"box","text":"Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best","page_number":132,"box":{"x":89,"y":622,"width":822,"height":12}},{"id":"e6b39cd8-8868-457d-bc86-4b9d70724b88","block_type":"box","text":"practices and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies","page_number":132,"box":{"x":89,"y":637,"width":879,"height":13}},{"id":"e5c5a94d-bf0a-422c-8756-4bf9a26bca0b","block_type":"box","text":"disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they","page_number":132,"box":{"x":89,"y":652,"width":868,"height":13}},{"id":"5810b6f9-8580-45c6-a9ae-8c980e2c6379","block_type":"box","text":"participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their","page_number":132,"box":{"x":89,"y":668,"width":831,"height":12}},{"id":"3923f02a-baae-47ff-8aaa-d3fead19dcac","block_type":"box","text":"approach to sustainable and responsible business practices.","page_number":132,"box":{"x":89,"y":683,"width":418,"height":12}},{"id":"660b6a35-7fd5-4bad-a642-a43f67ca2c95","block_type":"box","text":"(9) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":132,"box":{"x":89,"y":765,"width":831,"height":10}},{"id":"748ea3ee-a0b4-40bb-8dbf-8aec51f2022e","block_type":"box","text":"el that","page_number":132,"box":{"x":922,"y":765,"width":34,"height":8}},{"id":"441b4ee3-46cc-4bdf-9fa7-08a91e697183","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":132,"box":{"x":121,"y":778,"width":826,"height":10}},{"id":"2dcfa1d6-5cc9-4bc3-8a04-d69688159792","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":132,"box":{"x":121,"y":790,"width":832,"height":10}},{"id":"de76567c-800a-4a15-868b-4fbeb0ea5778","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":132,"box":{"x":121,"y":803,"width":443,"height":10}},{"id":"b58d3572-7304-4b2e-b632-c9fbdc2d1710","block_type":"box","text":"(10) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclo","page_number":132,"box":{"x":89,"y":818,"width":807,"height":10}},{"id":"deb705c7-04b6-4779-9590-24912498297d","block_type":"box","text":"se informa","page_number":132,"box":{"x":897,"y":818,"width":63,"height":8}},{"id":"eab56437-9934-4caf-9591-a6866a642b48","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":132,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"8fb923e0-9d7c-4cda-81a3-b3276120aaa4","block_type":"box","text":"ions","page_number":132,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"d0c8f2f9-d35c-41c6-ac33-406601a1b015","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":132,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"4dd29b6a-2b1d-43c2-ba46-4e072dda3ff6","block_type":"box","text":"bout its","page_number":132,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"1123c306-6252-468d-be65-28f23c6bf5d8","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":132,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"0422a907-87be-46db-be78-2b43d18261ca","block_type":"box","text":"ding","page_number":132,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"15e04b7c-f648-4d70-a4ab-32a7e9e271e8","block_type":"box","text":"resources to the entity.","page_number":132,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"7000c27a-bbd2-4778-a391-2277533d41d8","block_type":"box","text":"A-28","page_number":132,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"5d50eccd-8456-47d3-b1d2-353c03b18117","block_type":"box","text":"Climate and nature-related risk","page_number":133,"box":{"x":105,"y":44,"width":225,"height":10}},{"id":"6c258bd7-fd78-46ef-b4a1-9748a95c1993","block_type":"box","text":"In our view, the transition to a low-carbon economy is one of several mega forces reshaping markets.","page_number":133,"box":{"x":89,"y":70,"width":707,"height":13}},{"id":"0309869b-2f91-4395-8beb-3af4b3e0a09c","block_type":"box","text":"(11)","page_number":133,"box":{"x":798,"y":68,"width":19,"height":8}},{"id":"2802f5d7-0b18-458a-bcb3-dc7769eac27b","block_type":"box","text":"Our research shows","page_number":133,"box":{"x":823,"y":70,"width":139,"height":10}},{"id":"f5989a05-f638-4b05-b445-311bf07a410f","block_type":"box","text":"that the low-carbon transition is a structural shift in the global economy that will be shaped by changes in government","page_number":133,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"d5364205-b6ae-40cf-a70e-4b57916b42a1","block_type":"box","text":"policies, technology, and consumer and investor preferences, which may be material for many companies.","page_number":133,"box":{"x":89,"y":101,"width":742,"height":12}},{"id":"5e456fde-adf2-4117-8d39-2f6a2f950891","block_type":"box","text":"(12)","page_number":133,"box":{"x":832,"y":99,"width":21,"height":8}},{"id":"83d57fbe-9180-45c2-8db8-8916f5f5d1c6","block_type":"box","text":"Yet the path to","page_number":133,"box":{"x":858,"y":101,"width":101,"height":12}},{"id":"f55c2f9d-b43d-4fb8-9fcc-caa94acd5e1c","block_type":"box","text":"a low-carbon economy is uncertain and uneven, with different parts of the economy moving at different speeds. BIS","page_number":133,"box":{"x":89,"y":116,"width":809,"height":12}},{"id":"d82dbf54-a1f3-48ef-ac6d-42448b3bafd4","block_type":"box","text":"recognizes that it can be challenging for companies to predict the impact of climate-related risk and opportunity on their","page_number":133,"box":{"x":89,"y":131,"width":845,"height":12}},{"id":"f4e7ec5b-f3f7-4d59-a28f-596418dce541","block_type":"box","text":"businesses and operating environments. Many companies are assessing how to navigate the low-carbon transition while","page_number":133,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"17d0113b-b6e2-4d12-8e71-6cecc9201d21","block_type":"box","text":"delivering long-term financial value to investors. At companies where these climate-related risks are material, we find it","page_number":133,"box":{"x":89,"y":161,"width":834,"height":12}},{"id":"5d790598-8dd8-4fde-b4fe-9316b5cd2d2b","block_type":"box","text":"helpful when they publicly disclose, consistent with their business model and sector, how they intend to deliver long-term","page_number":133,"box":{"x":89,"y":176,"width":852,"height":13}},{"id":"fd22c493-e516-4081-aa58-00f9cad247da","block_type":"box","text":"financial performance through the transition to a low-carbon economy, including where available, their transition plan.","page_number":133,"box":{"x":88,"y":191,"width":830,"height":13}},{"id":"9a8d000f-960d-4e29-a0cd-d81a70327404","block_type":"box","text":"(13)","page_number":133,"box":{"x":920,"y":189,"width":20,"height":8}},{"id":"edf8b188-6e9d-460d-99f5-0264d7e3a597","block_type":"box","text":"In our experience, disclosure consistent with the ISSB standards or the TCFD framework can help investors assess company","page_number":133,"box":{"x":89,"y":218,"width":871,"height":12}},{"id":"b0cbd9aa-41eb-4a20-bb1f-03086e1687e1","block_type":"box","text":"specific climate-related risks and opportunities, and inform investment decisions.","page_number":133,"box":{"x":89,"y":233,"width":568,"height":12}},{"id":"1d5cdf58-ecf9-4074-a60a-8615fe551b92","block_type":"box","text":"(14)","page_number":133,"box":{"x":659,"y":231,"width":20,"height":8}},{"id":"61d8443d-01cb-4327-a536-063f286f449b","block_type":"box","text":"Such disclosures also provide investors","page_number":133,"box":{"x":684,"y":233,"width":272,"height":12}},{"id":"21d72c60-9828-4796-9b6b-2510f6decdc1","block_type":"box","text":"with insights into how companies are managing the risks associated with climate change by managing their own carbon","page_number":133,"box":{"x":88,"y":248,"width":846,"height":12}},{"id":"f87e31a0-1a3c-4300-9c58-38a440234e7d","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable. Recognizing the value of these disclosures, in some","page_number":133,"box":{"x":89,"y":263,"width":854,"height":12}},{"id":"13cba154-b532-48f7-bb68-eb840f12b9cd","block_type":"box","text":"jurisdictions, like the U.K, large companies must disclose such climate-related financial information on a mandatory basis,","page_number":133,"box":{"x":88,"y":278,"width":852,"height":13}},{"id":"75b37102-df9a-404d-9980-2e19085e5a4f","block_type":"box","text":"while in other jurisdictions these disclosures are viewed as best practice in the market.","page_number":133,"box":{"x":88,"y":293,"width":603,"height":13}},{"id":"d885d846-f182-49f8-88ef-d8065f0d1203","block_type":"box","text":"Consistent with the ISSB standards and the TCFD framework, we seek to understand, from company disclosures and","page_number":133,"box":{"x":89,"y":320,"width":816,"height":12}},{"id":"f28616ef-82de-49b7-8b9a-52730a01d921","block_type":"box","text":"engagement, the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":133,"box":{"x":89,"y":335,"width":832,"height":12}},{"id":"ccaf7251-c4f7-44fb-ac2b-7676073fff84","block_type":"box","text":"business model associated with a range of climate-related scenarios. This includes a scenario in which global warming is","page_number":133,"box":{"x":89,"y":350,"width":845,"height":12}},{"id":"09004384-21a6-4629-b342-c227776e7447","block_type":"box","text":"limited to well below 2°C, considering ambitions to achieve a limit of 1.5°C, the temperature goal recently reaffirmed by G20","page_number":133,"box":{"x":89,"y":365,"width":867,"height":12}},{"id":"9cd6ad40-7a30-4882-a69a-9a0ff8ede684","block_type":"box","text":"members as part of the 2024 Leader’s Declaration.","page_number":133,"box":{"x":89,"y":380,"width":352,"height":13}},{"id":"c6a49e77-93ff-4592-b69b-b32e743dbd6f","block_type":"box","text":"(15)","page_number":133,"box":{"x":443,"y":378,"width":20,"height":8}},{"id":"1c5e6503-695e-4754-8deb-00ade42a1842","block_type":"box","text":"These frameworks also contemplate disclosures on how companies are setting short-, medium- and long-term targets,","page_number":133,"box":{"x":88,"y":407,"width":836,"height":12}},{"id":"b0b51b7d-857b-4b71-9fd0-0a7bf6ac9357","block_type":"box","text":"ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":133,"box":{"x":89,"y":422,"width":803,"height":12}},{"id":"c4935dfa-8a6f-46dd-9ac7-809dba6732ba","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":133,"box":{"x":89,"y":437,"width":833,"height":12}},{"id":"d22079e4-309d-46ff-8af3-f2b9af37a1f2","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":133,"box":{"x":88,"y":463,"width":871,"height":13}},{"id":"cb986399-b304-45d1-9240-44107344bb07","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":133,"box":{"x":89,"y":479,"width":824,"height":12}},{"id":"9925ddb9-3bc6-4a37-9c9e-440b9e5e83a9","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments companies choose to","page_number":133,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"f56810b9-3945-4038-aef1-ee0c3fd71c01","block_type":"box","text":"make regarding material scope 3 emissions and recognize these are provided on a good-faith basis as methodology develops.","page_number":133,"box":{"x":89,"y":509,"width":879,"height":12}},{"id":"30ee31ec-e741-46bf-9f40-45d48c492fa0","block_type":"box","text":"Our publicly available commentary provides more information on our approach to climate-related risks and opportunities.","page_number":133,"box":{"x":89,"y":524,"width":853,"height":12}},{"id":"2d09ae76-7925-466b-9413-bd0b074c28b9","block_type":"box","text":"In addition to climate-related risks and opportunities, the management of nature-related factors is increasingly a component","page_number":133,"box":{"x":89,"y":550,"width":874,"height":13}},{"id":"cefe8b7c-bf0e-45e8-8d08-e7aa77407d08","block_type":"box","text":"of some companies’ ability to generate durable, long-term financial returns for shareholders, particularly where a company’s","page_number":133,"box":{"x":89,"y":565,"width":869,"height":13}},{"id":"c1ef433a-cff4-43c0-a8c6-1afbc33e1092","block_type":"box","text":"(11) BlackRock Investment Institute, “Mega forces: An investment opportunity”, 2023.","page_number":133,"box":{"x":89,"y":619,"width":485,"height":10}},{"id":"ab8b5d96-ba7d-4d2d-87e6-ab399effda29","block_type":"box","text":"(12) BlackRock Investment Institute, “Tracking the low-carbon transition”, July 2023.","page_number":133,"box":{"x":89,"y":634,"width":476,"height":10}},{"id":"69788fca-5d28-4626-8cb0-d297268022e5","block_type":"box","text":"(13) We have observed that more companies are developing such plans, and public policymakers in a number of markets are signaling their intentions to","page_number":133,"box":{"x":89,"y":649,"width":861,"height":10}},{"id":"b15b76f1-3e8c-4e1b-b103-a04a04f57772","block_type":"box","text":"require them or already have requirements in place, such as Australia, Brazil, and the European Union. We view transition plans as a method for a com","page_number":133,"box":{"x":121,"y":662,"width":843,"height":10}},{"id":"5a7691fc-919f-4f1a-978f-e9760fa4881d","block_type":"box","text":"pany to both internally assess and externally communicate its long-term strategy, ambition, objectives, and actions to create financial value thro","page_number":133,"box":{"x":121,"y":674,"width":807,"height":10}},{"id":"07436cff-0668-4a34-b852-553c5eddcffa","block_type":"box","text":"ugh","page_number":133,"box":{"x":929,"y":674,"width":21,"height":10}},{"id":"5d70f6d2-22b2-409e-a1ff-01cdeed476b5","block_type":"box","text":"the global transition towards a low-carbon economy. Transition plans are building momentum internationally, with increased focus from policy make","page_number":133,"box":{"x":121,"y":687,"width":834,"height":10}},{"id":"eb0e0fcb-f34d-4587-8454-5c5c4b575f89","block_type":"box","text":"rs","page_number":133,"box":{"x":956,"y":689,"width":9,"height":6}},{"id":"07df3853-eef9-460d-b2ff-e8e3e5bdd482","block_type":"box","text":"and supervisors, including in the EU, UK, G7, G20, and from the financial industry. While many initiatives across jurisdictions outline a framework fo","page_number":133,"box":{"x":121,"y":700,"width":816,"height":10}},{"id":"0b500c46-5fdd-4e15-a672-23264f3e3451","block_type":"box","text":"for","page_number":133,"box":{"x":937,"y":702,"width":11,"height":5}},{"id":"661847a3-d293-486d-a721-b7a25d058633","block_type":"box","text":"transition plans, there is no consensus on the key elements these plans should contain. We view useful disclosure as one that communicates a compa","page_number":133,"box":{"x":121,"y":712,"width":845,"height":10}},{"id":"dd860fe3-4828-4159-94fb-9af95a3b048d","block_type":"box","text":"ny’s approach to managing financially material business relevant risks and opportunities – including climate-related risks – to deliver long-term","page_number":133,"box":{"x":121,"y":725,"width":801,"height":10}},{"id":"5c2b0655-e083-4192-a1e9-714e5e514a84","block_type":"box","text":"finan","page_number":133,"box":{"x":926,"y":725,"width":33,"height":8}},{"id":"d5369293-0285-4fa6-822d-d5df97b196be","block_type":"box","text":"cial performance, which allows investors to make more informed decisions. While transition plans can be helpful disclosure, BIS does not make the","page_number":133,"box":{"x":121,"y":737,"width":821,"height":10}},{"id":"efa04850-3f23-4fe6-b704-77ea1d1a1fac","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":133,"box":{"x":121,"y":750,"width":835,"height":10}},{"id":"94aa5792-c9f5-4bc3-a920-1583bd1180cb","block_type":"box","text":"their planned actions and resource implications.","page_number":133,"box":{"x":121,"y":763,"width":269,"height":10}},{"id":"48ed67cf-7a54-47ac-acc8-5c9e36d2d183","block_type":"box","text":"(14) BlackRock, “Global perspectives on investing in the low-carbon transition”, June 2023. We recognize that companies may phase in reporting alig","page_number":133,"box":{"x":89,"y":778,"width":835,"height":10}},{"id":"207e2f63-68db-4a6c-be74-dbe4d77f5633","block_type":"box","text":"ned","page_number":133,"box":{"x":926,"y":778,"width":20,"height":8}},{"id":"dfd7a89f-701b-4efc-810f-902a5bf51201","block_type":"box","text":"with the ISSB standards over several years, depending on local requirements. We also recognize and respect that some companies may report using","page_number":133,"box":{"x":121,"y":790,"width":826,"height":10}},{"id":"34b00b1c-1a92-4add-92a9-4a889418befb","block_type":"box","text":"different local standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we ask that companies dis","page_number":133,"box":{"x":121,"y":803,"width":831,"height":10}},{"id":"4024bbc3-095e-4da9-a0c9-88c4c5283275","block_type":"box","text":"close their rationale for reporting in line with the specific disclosure framework chosen and highlight the metrics that are industry- or company","page_number":133,"box":{"x":121,"y":816,"width":805,"height":9}},{"id":"8c5eb13b-c70f-4467-958c-1016ae08bd71","block_type":"box","text":"specific.","page_number":133,"box":{"x":121,"y":828,"width":44,"height":10}},{"id":"81ef41dc-f9c2-4ac2-88b7-6cdbd6f88682","block_type":"box","text":"(15) In November 2024, G20 members reaffirmed the Paris Agreement temperature goal as part of the Leader’s Declaration. G20 members include the","page_number":133,"box":{"x":89,"y":843,"width":846,"height":10}},{"id":"c0b191ea-2816-40f3-adaf-57ba5f567016","block_type":"box","text":"world’s major economies (19 countries and two regional bodies, the European Union and African Union), representing 85% of global Gross Domestic","page_number":133,"box":{"x":121,"y":856,"width":836,"height":10}},{"id":"d7c85abb-fd21-45bc-94e9-f6856376bb64","block_type":"box","text":"Product, over 75% of international trade, and about two-thirds of the world population.","page_number":133,"box":{"x":122,"y":868,"width":488,"height":10}},{"id":"e9ba56f5-ab5c-4e78-b250-52b711ecf1bc","block_type":"box","text":"A-29","page_number":133,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6365d69a-32bf-40a6-bfa0-41ae78083db9","block_type":"box","text":"strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature","page_number":134,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"ffa383ac-ccf9-4788-ab83-71308334cd2c","block_type":"box","text":"related risks. We look for such companies to disclose how they manage any reliance and impact on, as well as use of, natural","page_number":134,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"a77cca39-f285-4b9c-9db3-30e5f5b1dfcc","block_type":"box","text":"capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated","page_number":134,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"96f76f61-afa8-48d8-8730-a56d12a0f3a8","block_type":"box","text":"into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related","page_number":134,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"6cb1dd56-6df0-4731-a49b-759f7037088b","block_type":"box","text":"risks and opportunities. We rely on company disclosures when determining how to vote on shareholder proposals addressing","page_number":134,"box":{"x":89,"y":104,"width":876,"height":13}},{"id":"e10f2ba4-cdf0-4f3c-b59f-b9e128bf0786","block_type":"box","text":"natural capital issues. Our publicly available commentary provides more information on our approach to natural capital.","page_number":134,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"6340f8be-788d-4623-88b8-295286aa3641","block_type":"box","text":"(16)","page_number":134,"box":{"x":927,"y":117,"width":21,"height":8}},{"id":"f156775e-6f0f-4f28-b357-81abac991763","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":134,"box":{"x":105,"y":146,"width":519,"height":12}},{"id":"566340f9-718f-4361-987c-7a1f102cd725","block_type":"box","text":"In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on","page_number":134,"box":{"x":89,"y":172,"width":837,"height":13}},{"id":"3fa300df-ce78-43a2-bcde-818a224f4790","block_type":"box","text":"whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is","page_number":134,"box":{"x":88,"y":188,"width":863,"height":12}},{"id":"8657a710-8958-4a48-b7d8-7afb4874d21c","block_type":"box","text":"material to their business and long-term financial performance. For many companies, key stakeholders include employees,","page_number":134,"box":{"x":89,"y":203,"width":857,"height":12}},{"id":"5d44dc32-2131-42ed-a5c7-217d64ff4ee9","block_type":"box","text":"business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they","page_number":134,"box":{"x":89,"y":218,"width":877,"height":12}},{"id":"4ff68172-0118-40f7-8b9c-d18c0e603cc7","block_type":"box","text":"operate.","page_number":134,"box":{"x":89,"y":234,"width":56,"height":11}},{"id":"dd71036f-f9c4-4865-b6d9-9c00dd6b80dc","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":134,"box":{"x":88,"y":259,"width":844,"height":13}},{"id":"bdbaa66c-0877-43b5-a948-0bc0764af990","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":134,"box":{"x":88,"y":274,"width":837,"height":13}},{"id":"80049156-84c7-49e1-8f67-f601375d4802","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":134,"box":{"x":89,"y":290,"width":870,"height":12}},{"id":"d537d194-7f35-490a-91c0-500e9279e336","block_type":"box","text":"and the skills required for their future business strategy. We are also interested to understand how the board monitors and","page_number":134,"box":{"x":89,"y":305,"width":854,"height":12}},{"id":"a1dbb5a0-78a2-4f60-be11-f46f93fa18f6","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":134,"box":{"x":89,"y":320,"width":860,"height":12}},{"id":"e2710ebb-3d34-4e72-a9d5-af64e24618fd","block_type":"box","text":"aligns with the company’s strategy.","page_number":134,"box":{"x":89,"y":335,"width":245,"height":12}},{"id":"df0f5418-d0b9-4693-b679-8bae1e2a46e9","block_type":"box","text":"Companies should articulate how they address material adverse impacts that could arise from their business practices and","page_number":134,"box":{"x":89,"y":361,"width":857,"height":13}},{"id":"e5833bd1-22ef-4dd9-b0b4-92e4b2175638","block_type":"box","text":"affect critical relationships with their stakeholders. We encourage companies to implement, to the extent appropriate,","page_number":134,"box":{"x":89,"y":376,"width":822,"height":13}},{"id":"e6d99459-7496-4dec-be59-395714db9742","block_type":"box","text":"monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance","page_number":134,"box":{"x":89,"y":392,"width":854,"height":12}},{"id":"638e6562-ff9c-42d5-96fc-ec988f4acbcf","block_type":"box","text":"mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can","page_number":134,"box":{"x":89,"y":407,"width":864,"height":12}},{"id":"b524a6a8-0279-430e-9ff9-baccbe8852eb","block_type":"box","text":"contribute to a company’s long-term success.","page_number":134,"box":{"x":89,"y":422,"width":320,"height":12}},{"id":"579244a5-4250-4ead-8e39-5ec5000db98d","block_type":"box","text":"Other corporate governance matters and shareholder protections","page_number":134,"box":{"x":89,"y":448,"width":473,"height":13}},{"id":"bbf0896c-647a-49ce-acb9-607633b2bb98","block_type":"box","text":"In our view, shareholders have a right to material and timely information on the financial performance and viability of the","page_number":134,"box":{"x":89,"y":475,"width":846,"height":12}},{"id":"96b7cac5-f043-4e86-9004-c32bf06c8545","block_type":"box","text":"companies in which they invest. In addition, companies should publish information on the governance structures in place","page_number":134,"box":{"x":89,"y":490,"width":850,"height":12}},{"id":"bf6ac3bd-51ce-467f-b13d-1654724be747","block_type":"box","text":"and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help","page_number":134,"box":{"x":89,"y":505,"width":824,"height":12}},{"id":"28bb3d3a-0cfd-46e1-97b0-1fd72c1c5156","block_type":"box","text":"shareholders assess the effectiveness of the board’s oversight of management and whether investors’ economic interests","page_number":134,"box":{"x":89,"y":520,"width":848,"height":12}},{"id":"b47401f4-34c3-46f1-9ca8-94ce23422ba4","block_type":"box","text":"have been protected. As a general principle, we believe shareholders should have the right to vote on key corporate","page_number":134,"box":{"x":89,"y":535,"width":805,"height":13}},{"id":"448922f8-1415-44d6-9cae-a944fa619e39","block_type":"box","text":"governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and","page_number":134,"box":{"x":89,"y":550,"width":862,"height":13}},{"id":"140fe309-cf10-4201-80c1-05b33a96424d","block_type":"box","text":"to call special meetings of shareholders.","page_number":134,"box":{"x":88,"y":565,"width":280,"height":13}},{"id":"40889439-fd6e-43b5-9dca-0a76e6785b0d","block_type":"box","text":"Corporate form","page_number":134,"box":{"x":105,"y":592,"width":110,"height":12}},{"id":"62c2ad40-dba2-4a50-9b03-32115709eb68","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":134,"box":{"x":89,"y":618,"width":875,"height":13}},{"id":"88003704-fa0a-4daf-82ad-3ecd1aa66389","block_type":"box","text":"purpose and business model.","page_number":134,"box":{"x":89,"y":633,"width":204,"height":13}},{"id":"cc467ab6-3d15-4e42-b8bd-7cff3ee3039c","block_type":"box","text":"(17)","page_number":134,"box":{"x":295,"y":631,"width":19,"height":9}},{"id":"8bca3689-a575-4d63-93c8-2303fabb8bf2","block_type":"box","text":"Companies proposing to change their corporate form to a public benefit corporation or","page_number":134,"box":{"x":320,"y":633,"width":611,"height":13}},{"id":"0e0279cd-1a34-4582-a4e2-a6c8bd8386bc","block_type":"box","text":"similar entity should put it to a shareholder vote if not already required to do so under applicable law. We appreciate when","page_number":134,"box":{"x":89,"y":649,"width":852,"height":12}},{"id":"37971cad-7490-44a4-8b47-af6209d4d9ec","block_type":"box","text":"supporting documentation from companies or shareholder proponents proposing to alter the corporate form clearly explains","page_number":134,"box":{"x":89,"y":664,"width":876,"height":12}},{"id":"46fbb920-1c06-4090-8d32-5ee474283862","block_type":"box","text":"how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting","page_number":134,"box":{"x":89,"y":679,"width":838,"height":12}},{"id":"ffab37b1-343c-46ef-85fa-cac9cd3a294d","block_type":"box","text":"mechanisms that would be available to shareholders. We generally support management proposals if our analysis indicates","page_number":134,"box":{"x":89,"y":694,"width":863,"height":12}},{"id":"d1ad3ffb-49ed-46ab-ac00-ab2dd9cd604d","block_type":"box","text":"that shareholders’ economic interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by","page_number":134,"box":{"x":88,"y":709,"width":868,"height":12}},{"id":"8d1ec62c-0df5-45c9-99b4-7c66bc2550af","block_type":"box","text":"case basis.","page_number":134,"box":{"x":89,"y":724,"width":73,"height":10}},{"id":"8ba6c6b2-fcfd-4fc5-bf5d-b4bb400fc799","block_type":"box","text":"(16) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":134,"box":{"x":89,"y":816,"width":845,"height":9}},{"id":"fa58bd9b-9399-411b-83d1-afa9c010e659","block_type":"box","text":"en","page_number":134,"box":{"x":935,"y":818,"width":17,"height":5}},{"id":"7905700b-d793-452f-9423-fce4528e3010","block_type":"box","text":"cies and impacts would aid investors’ understanding. In our view, the final recommendations of the Taskforce on Nature-related Financial Disclosur","page_number":134,"box":{"x":121,"y":828,"width":825,"height":10}},{"id":"38fea413-0006-4e94-a8e7-0aeca6658261","block_type":"box","text":"es","page_number":134,"box":{"x":946,"y":831,"width":12,"height":5}},{"id":"05c3b74f-0685-49f8-b6bf-467da0912b84","block_type":"box","text":"(TNFD) may prove useful to some companies. We recognize that some companies may report using different standards, which may be required by","page_number":134,"box":{"x":121,"y":841,"width":820,"height":10}},{"id":"43c54561-cad5-4432-8d9b-c5a1f41f36a3","block_type":"box","text":"regulation, or one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue.","page_number":134,"box":{"x":121,"y":853,"width":615,"height":10}},{"id":"900cd6bc-276a-4236-8859-c09d0b12303f","block_type":"box","text":"(17) Corporate form refers to the legal structure by which a business is organized.","page_number":134,"box":{"x":89,"y":868,"width":462,"height":10}},{"id":"24f87129-42ee-41a3-85c8-18c004b5f272","block_type":"box","text":"A-30","page_number":134,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"84950945-21c1-4dfb-84ed-24dd3d3cfccc","block_type":"box","text":"Shareholder proposals","page_number":135,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"6014478f-e864-4239-9f31-09511df9a90f","block_type":"box","text":"In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted","page_number":135,"box":{"x":89,"y":70,"width":869,"height":13}},{"id":"197675b1-7a2d-499a-82c7-e0db4146364f","block_type":"box","text":"on at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters","page_number":135,"box":{"x":89,"y":85,"width":861,"height":13}},{"id":"cce37b28-211a-4899-b0c6-892562794a08","block_type":"box","text":"that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management,","page_number":135,"box":{"x":88,"y":101,"width":874,"height":12}},{"id":"5c6c5cf1-9836-4d9e-ae30-4bca998e7157","block_type":"box","text":"and improvements in the management or disclosure of sustainability-related risks.","page_number":135,"box":{"x":89,"y":116,"width":576,"height":12}},{"id":"9051c3c6-f166-482f-b16e-ef82994da8db","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how BlackRock","page_number":135,"box":{"x":89,"y":142,"width":874,"height":12}},{"id":"b28d9545-fbe4-4092-a2b5-01aaf306377c","block_type":"box","text":"can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder","page_number":135,"box":{"x":89,"y":157,"width":830,"height":13}},{"id":"ac0f5af4-7211-4028-af9d-ca4907cb0fb5","block_type":"box","text":"proposals. We can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":135,"box":{"x":89,"y":172,"width":726,"height":13}},{"id":"1dff2d52-c987-4409-8fb1-b9925360dd06","block_type":"box","text":"When assessing shareholder proposals, we evaluate each proposal on its merit, considering the company’s individual","page_number":135,"box":{"x":88,"y":199,"width":819,"height":12}},{"id":"7dea7c80-cd2e-4b61-a308-5046b5aab42d","block_type":"box","text":"circumstances and maintaining a singular focus on the proposal’s implications for long-term financial value creation. BIS’","page_number":135,"box":{"x":89,"y":214,"width":848,"height":12}},{"id":"726d92dc-41fb-4df8-9ccb-1ca93f4ba7b5","block_type":"box","text":"evaluation considers whether a shareholder proposal addresses a material risk that, if left unmanaged, may impact a","page_number":135,"box":{"x":89,"y":229,"width":815,"height":12}},{"id":"0cd463c2-1ed4-437a-9709-7320911617db","block_type":"box","text":"company’s long-term performance. We look for consistency between the specific request formally made in the proposal, the","page_number":135,"box":{"x":89,"y":244,"width":870,"height":13}},{"id":"ced01f0a-eb9e-4f32-9739-0932d3151687","block_type":"box","text":"supporting documentation, and the proponents’ other communications on the issues. We also assess the company’s","page_number":135,"box":{"x":89,"y":259,"width":818,"height":13}},{"id":"0f977d72-5f7e-425c-b951-d2a5bd605290","block_type":"box","text":"practices and disclosures and the costs and benefits to the company of meeting the request made in the proposal. We take","page_number":135,"box":{"x":89,"y":274,"width":859,"height":13}},{"id":"5d961acf-5fc8-4ac5-8b13-ca718414b468","block_type":"box","text":"into consideration a company’s governance practices and disclosures against those of their peers.","page_number":135,"box":{"x":89,"y":290,"width":684,"height":12}},{"id":"48462951-4bd6-4d9a-82dd-da1ef57ebce6","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":135,"box":{"x":89,"y":316,"width":857,"height":12}},{"id":"5290ba79-d311-4624-90bf-20349fcbc00c","block_type":"box","text":"advised on the proposal.","page_number":135,"box":{"x":89,"y":331,"width":170,"height":12}},{"id":"48b6dd3d-6c92-4c6e-8d93-049ea55a8241","block_type":"box","text":"We would not support proposals that we believe would result in over-reaching into the basic business decisions of the","page_number":135,"box":{"x":88,"y":358,"width":826,"height":12}},{"id":"6b1eca86-cb55-42cb-adb7-e7e4d998fac5","block_type":"box","text":"company, are unduly prescriptive or constraining on management. We take into consideration the legal effect of the proposal,","page_number":135,"box":{"x":89,"y":373,"width":877,"height":12}},{"id":"2005e723-ea47-44e9-a7bb-aefc29200bc7","block_type":"box","text":"as shareholder proposals may be advisory or legally binding depending on the jurisdiction, while others may make requests","page_number":135,"box":{"x":89,"y":388,"width":862,"height":12}},{"id":"7c5ed7d2-4cc7-46b0-b460-1a88630e5d8a","block_type":"box","text":"that would be deemed illegal in a given jurisdiction.","page_number":135,"box":{"x":88,"y":403,"width":359,"height":12}},{"id":"8a805c06-a745-49a7-8ecd-a3fb37834e81","block_type":"box","text":"BIS is likely to support shareholder proposals that request disclosures that help us, as long-term investors on behalf of our","page_number":135,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"3fe574dc-87d2-4bb8-a6b1-68b84473a11b","block_type":"box","text":"clients, better understand the material risks and opportunities companies face and how they are managing them, especially","page_number":135,"box":{"x":89,"y":445,"width":865,"height":12}},{"id":"54f15d38-ef1b-455a-8caa-bc9e2cc71884","block_type":"box","text":"where this information is additive given the company’s existing disclosures. We may also support shareholder proposals that","page_number":135,"box":{"x":88,"y":460,"width":872,"height":12}},{"id":"f6dc9aa5-a21f-4af1-9b8f-0aee22504d97","block_type":"box","text":"are focused on a material business risk that we agree needs to be addressed and the intended outcome is consistent with","page_number":135,"box":{"x":89,"y":475,"width":850,"height":12}},{"id":"7896124c-d123-40d5-aeec-7376b176410d","block_type":"box","text":"long-term financial value creation.","page_number":135,"box":{"x":89,"y":490,"width":239,"height":12}},{"id":"06057825-5016-4d55-b51c-e38793824f74","block_type":"box","text":"We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the proponent’s supporting","page_number":135,"box":{"x":88,"y":516,"width":861,"height":13}},{"id":"9ddde761-f8b8-46be-b6d4-8db42f5de358","block_type":"box","text":"statement may refer to topics that are not directly related to the request made in the proposal. In voting on behalf of clients,","page_number":135,"box":{"x":89,"y":531,"width":866,"height":13}},{"id":"8e118781-3b75-4fd7-9f72-8c1205e6e8b3","block_type":"box","text":"we do not submit or edit proposals or the supporting statements – we must vote yes or no on the proposal as phrased by the","page_number":135,"box":{"x":88,"y":547,"width":876,"height":12}},{"id":"df5cdc43-b524-49d5-bfbb-a60a1a2cfc03","block_type":"box","text":"proponent. Therefore, when we vote in support of a proposal, we are not necessarily endorsing every element of the proposal","page_number":135,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"bbd67dc9-ef95-480a-8d88-18e05feb3d1f","block_type":"box","text":"or the reasoning, objectives, or supporting statement of the proponent. We may support a proposal for different reasons from","page_number":135,"box":{"x":89,"y":577,"width":878,"height":12}},{"id":"d0828530-918a-4736-964f-dd952e67d72e","block_type":"box","text":"those put forth by the proponent, when we believe that, overall, it can advance our clients’ long-term financial interests. We","page_number":135,"box":{"x":88,"y":592,"width":863,"height":12}},{"id":"dd907294-0ece-4e33-96fc-0bb2c2788169","block_type":"box","text":"typically explain to the company our rationale for supporting such proposals.","page_number":135,"box":{"x":88,"y":607,"width":538,"height":12}},{"id":"4389e2e2-123d-42db-a7b9-57683b13d5c5","block_type":"box","text":"Alternatively, or in addition, we may vote against the election of one or more directors if, in our assessment, the board has","page_number":135,"box":{"x":88,"y":633,"width":852,"height":13}},{"id":"31e3a066-21ad-4b47-add4-c82caa34e489","block_type":"box","text":"not responded sufficiently or with an appropriate sense of urgency to a material risk. We may also support a proposal if","page_number":135,"box":{"x":89,"y":649,"width":835,"height":12}},{"id":"7ef6cab5-5146-4c80-834d-5b544bfb2848","block_type":"box","text":"management is on track, but we believe that voting in favor might accelerate efforts to address a material risk.","page_number":135,"box":{"x":89,"y":664,"width":769,"height":12}},{"id":"995a2ab7-75a7-4634-aff4-fe313aa3f77c","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":135,"box":{"x":89,"y":690,"width":441,"height":13}},{"id":"f5c288c5-5606-46c7-8118-4ffcc207e029","block_type":"box","text":"Oversight","page_number":135,"box":{"x":105,"y":717,"width":69,"height":12}},{"id":"f7a0f7dc-4166-4b56-9a3a-c1d65818358b","block_type":"box","text":"BlackRock maintains advisory committees (Stewardship Advisory Committees), generally consisting of senior BlackRock","page_number":135,"box":{"x":89,"y":743,"width":843,"height":12}},{"id":"352724e6-c21a-4489-9407-8bf5ce086f84","block_type":"box","text":"index investment professionals and/or senior employees with practical boardroom experience. The Stewardship Advisory","page_number":135,"box":{"x":89,"y":758,"width":849,"height":13}},{"id":"bab313af-9401-447f-b795-6ba6a3db1bcb","block_type":"box","text":"Committees review and advise on amendments to BIS regional proxy voting guidelines (the Guidelines). The advisory","page_number":135,"box":{"x":89,"y":773,"width":820,"height":13}},{"id":"c811e141-ea11-4f94-b3e8-ea3916b2a054","block_type":"box","text":"committees do not determine voting decisions, which are the responsibility of BIS.","page_number":135,"box":{"x":89,"y":788,"width":574,"height":13}},{"id":"797bd390-50b8-4b0a-882a-e82e8f2c60fa","block_type":"box","text":"In addition to the Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global","page_number":135,"box":{"x":89,"y":815,"width":827,"height":12}},{"id":"46e339e7-ac14-4beb-8981-f6023048d9f2","block_type":"box","text":"Oversight Committee) is a risk-focused committee, comprised of the Global Head of Investment Stewardship (Global Head),","page_number":135,"box":{"x":89,"y":830,"width":868,"height":12}},{"id":"5a256395-9294-44e4-95e7-97c6032a5310","block_type":"box","text":"and senior BlackRock executives with legal, risk and other experience relevant to team oversight. The Global Committee does","page_number":135,"box":{"x":89,"y":845,"width":875,"height":12}},{"id":"518a74cf-a005-4777-a475-324b0656b2fb","block_type":"box","text":"not determine voting decisions, which are the responsibility of BIS.","page_number":135,"box":{"x":89,"y":860,"width":464,"height":13}},{"id":"f3ac6270-2ae1-4586-ab2a-e2410b13981a","block_type":"box","text":"A-31","page_number":135,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"29a51936-e0f3-443a-9000-d9ee343fb31b","block_type":"box","text":"The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which","page_number":136,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"aa862696-7236-44b1-aa44-8c9db6738091","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances. The Global","page_number":136,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"d709116e-1133-463c-b98c-fa0c66a822b1","block_type":"box","text":"Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves","page_number":136,"box":{"x":89,"y":74,"width":817,"height":12}},{"id":"b33d0b91-7518-4432-b39e-ae209118e401","block_type":"box","text":"amendments to the regional Guidelines.","page_number":136,"box":{"x":89,"y":89,"width":279,"height":13}},{"id":"cf1414b1-5395-49c8-87b5-074c64fd03ae","block_type":"box","text":"In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on","page_number":136,"box":{"x":89,"y":116,"width":876,"height":12}},{"id":"9eb13f8d-8784-4e81-95f6-0e9ed6a5cff0","block_type":"box","text":"material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these","page_number":136,"box":{"x":89,"y":131,"width":855,"height":12}},{"id":"058be337-1639-441b-bcfe-759b3048bbef","block_type":"box","text":"reports in an oversight capacity as informed by the Guidelines.","page_number":136,"box":{"x":89,"y":146,"width":435,"height":12}},{"id":"861eda07-7d85-47ea-9125-577959d676f4","block_type":"box","text":"BIS carries out engagement with companies, executes proxy votes, and conducts vote operations (including maintaining","page_number":136,"box":{"x":89,"y":172,"width":843,"height":13}},{"id":"214f3f2e-4ad9-4f68-8648-4486704f7c35","block_type":"box","text":"records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate","page_number":136,"box":{"x":89,"y":188,"width":805,"height":12}},{"id":"04e85678-acbd-4df4-bf8a-6387aa0ed633","block_type":"box","text":"governance issues and participates in industry discussions to contribute to and keep abreast of important developments in","page_number":136,"box":{"x":89,"y":203,"width":859,"height":12}},{"id":"02714e4c-6ca5-4a7d-9cfa-e8fbd34bfeae","block_type":"box","text":"the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of","page_number":136,"box":{"x":88,"y":218,"width":859,"height":12}},{"id":"3c7d7a17-64ed-440f-b26f-d8134623dc6e","block_type":"box","text":"those third parties. BIS may discuss complicated or particularly controversial matters with senior specialists internally, on an","page_number":136,"box":{"x":88,"y":233,"width":866,"height":12}},{"id":"a53a0c74-d232-4866-a202-7b964224c96d","block_type":"box","text":"advisory basis, prior to making a voting decision.","page_number":136,"box":{"x":89,"y":248,"width":340,"height":12}},{"id":"40be03e2-6728-4dbf-8179-2fde925b4b01","block_type":"box","text":"Voting guidelines and vote execution","page_number":136,"box":{"x":88,"y":274,"width":267,"height":13}},{"id":"21022722-9465-443a-89f1-70d4272ce7c7","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider proxies submitted to funds and","page_number":136,"box":{"x":89,"y":301,"width":877,"height":12}},{"id":"efb8ee33-6449-46a2-b725-a22bd08c5c4c","block_type":"box","text":"other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting)","page_number":136,"box":{"x":89,"y":316,"width":841,"height":12}},{"id":"13e8c147-6ff2-4091-8424-236e9f351524","block_type":"box","text":"proxies for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":136,"box":{"x":89,"y":331,"width":862,"height":12}},{"id":"388c2955-872c-4065-9a86-fc26e9fd3545","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":136,"box":{"x":88,"y":346,"width":877,"height":13}},{"id":"41d84ceb-a2b6-4d42-bf00-c9a1166778c5","block_type":"box","text":"the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s","page_number":136,"box":{"x":88,"y":361,"width":853,"height":13}},{"id":"9a09482e-8434-4630-abd4-bde03026ed33","block_type":"box","text":"affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and","page_number":136,"box":{"x":89,"y":376,"width":828,"height":13}},{"id":"5eb2c888-2423-4e32-bb32-2c8b8182964f","block_type":"box","text":"procedures,” below).","page_number":136,"box":{"x":89,"y":392,"width":144,"height":12}},{"id":"045f2f51-77d8-4e8b-92b9-227cd697cf4b","block_type":"box","text":"When exercising voting rights, BIS will normally vote on specific proxy issues in accordance with the Guidelines for the","page_number":136,"box":{"x":88,"y":418,"width":828,"height":12}},{"id":"5e55e680-736a-4e22-aea4-56dfe8292beb","block_type":"box","text":"relevant market, as well as the Principles. The voting guidelines published for each region/country in which we vote are","page_number":136,"box":{"x":89,"y":433,"width":834,"height":13}},{"id":"f2238630-fb9d-43e4-b17e-0195e0cad565","block_type":"box","text":"intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting","page_number":136,"box":{"x":89,"y":448,"width":869,"height":13}},{"id":"ebb248dd-5751-434e-8e98-1a304a5972a4","block_type":"box","text":"context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a","page_number":136,"box":{"x":89,"y":463,"width":851,"height":13}},{"id":"7278fb74-fc0f-48ed-be7d-e41d88966c37","block_type":"box","text":"case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As","page_number":136,"box":{"x":89,"y":479,"width":858,"height":12}},{"id":"c19086d0-d359-442c-b768-34f272dfb5fc","block_type":"box","text":"such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate","page_number":136,"box":{"x":89,"y":494,"width":817,"height":12}},{"id":"90112e86-90da-4a1a-acda-6490fee52a8b","block_type":"box","text":"governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate","page_number":136,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"2102dca9-aed6-4fed-95d0-0a19768f158f","block_type":"box","text":"ballots. The Guidelines are reviewed annually and updated as necessary to reflect changes in market practices, developments","page_number":136,"box":{"x":89,"y":524,"width":875,"height":12}},{"id":"e7815e96-572f-44d9-9235-f23185450a37","block_type":"box","text":"in corporate governance and feedback from companies and clients. In this way, BIS aims to maintain policies that explain our","page_number":136,"box":{"x":89,"y":539,"width":874,"height":12}},{"id":"81f0e6de-1b1b-4d86-9013-7c52697c1abe","block_type":"box","text":"approach to governance practices most aligned with clients’ long-term financial interests. BIS analysts may exercise their","page_number":136,"box":{"x":89,"y":554,"width":846,"height":12}},{"id":"460d8f03-29cc-4c33-a946-1120dc86ffb9","block_type":"box","text":"professional judgment in determining how to vote if they conclude that the Guidelines do not cover the specific matter raised","page_number":136,"box":{"x":89,"y":569,"width":877,"height":13}},{"id":"d2b2a5e8-2ef1-4de6-8235-bdb8f50233ac","block_type":"box","text":"by a ballot item or that an exception to the Guidelines would be in the long-term economic interests of BlackRock’s clients.","page_number":136,"box":{"x":89,"y":584,"width":858,"height":13}},{"id":"da4b1ec2-3eea-4e59-8085-64935970590b","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote such proxies, as well as the","page_number":136,"box":{"x":89,"y":611,"width":835,"height":12}},{"id":"bde1cb0f-e8c6-48a7-8947-7dbad5a75ef2","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":136,"box":{"x":89,"y":626,"width":867,"height":12}},{"id":"9031c230-337e-43b7-9007-45e7183a47ce","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":136,"box":{"x":89,"y":641,"width":804,"height":12}},{"id":"06fb2e99-e086-456a-b2b0-0040eae61f9c","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":136,"box":{"x":89,"y":656,"width":820,"height":13}},{"id":"2248e3d1-1177-4074-8dbb-40fc1e3da9cc","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":136,"box":{"x":89,"y":671,"width":830,"height":13}},{"id":"ce6f43f7-9e02-4306-bd5a-56fd93d2bb22","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":136,"box":{"x":89,"y":686,"width":788,"height":13}},{"id":"523f31e8-ab13-46f1-b2a6-1304464a6c72","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":136,"box":{"x":89,"y":702,"width":807,"height":12}},{"id":"cc284c05-9893-4fc1-8823-de2e39a79f09","block_type":"box","text":"burdensome administrative requirements.","page_number":136,"box":{"x":89,"y":717,"width":292,"height":12}},{"id":"bb8c602a-3031-472f-b30f-0237767ceee3","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":136,"box":{"x":89,"y":743,"width":867,"height":12}},{"id":"64ed08e4-42fc-414a-8543-3029eeb8dc0c","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":136,"box":{"x":89,"y":758,"width":869,"height":13}},{"id":"fbd23160-066d-4494-afcc-55f6c01e0f90","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":136,"box":{"x":89,"y":773,"width":878,"height":13}},{"id":"9530e975-9e2a-46fe-8a1d-c4e1d9e5597e","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":136,"box":{"x":89,"y":788,"width":397,"height":13}},{"id":"74eccbff-be1a-4214-868b-1095fc6c18e6","block_type":"box","text":"Voting Choice","page_number":136,"box":{"x":88,"y":815,"width":101,"height":12}},{"id":"b2509bfc-f449-4fe4-aafe-655ac08663e0","block_type":"box","text":"BlackRock offers Voting Choice a program that provides eligible clients with more opportunities to participate in the proxy","page_number":136,"box":{"x":89,"y":841,"width":851,"height":13}},{"id":"b0accbed-432f-4276-a8c6-e4e5596ead15","block_type":"box","text":"voting process where legally and operationally viable.","page_number":136,"box":{"x":88,"y":856,"width":373,"height":13}},{"id":"b1e75a4f-5e47-45f3-bb83-b06e6fdc7489","block_type":"box","text":"A-32","page_number":136,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"c38070e0-19a5-4e35-bae6-d75a4f906965","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland, and","page_number":137,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"1bc80b54-bdcd-4d74-9253-3144b21b8316","block_type":"box","text":"Canada that utilize certain equity index investment strategies, as well as eligible clients in certain institutional pooled funds in","page_number":137,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"a0fc0b58-76d1-42b7-ab73-db559a53dd77","block_type":"box","text":"the U.S., UK, and Canada that use systematic active equity (SAE) strategies. In addition, institutional clients in separately","page_number":137,"box":{"x":88,"y":74,"width":840,"height":12}},{"id":"2e050c48-c77a-42ca-81c2-d4d5b0aaacf3","block_type":"box","text":"managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":137,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"8abe30c6-7c47-4899-800f-205ccf6a7ba4","block_type":"box","text":"(18)","page_number":137,"box":{"x":931,"y":87,"width":20,"height":8}},{"id":"f3c0c815-6e56-4c63-9961-12e20a3dff64","block_type":"box","text":"BlackRock also launched a U.S. Program to offer proxy voting to eligible shareholder accounts in a U.S. Fund.","page_number":137,"box":{"x":89,"y":104,"width":758,"height":13}},{"id":"3ac4f65f-569e-461b-8424-1f98032d015b","block_type":"box","text":"(19)","page_number":137,"box":{"x":848,"y":102,"width":21,"height":8}},{"id":"6b4efa17-b513-4f26-a955-10b5690402f8","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":137,"box":{"x":88,"y":131,"width":880,"height":12}},{"id":"ff82056f-1f9c-4236-88d3-b94f2c15d70f","block_type":"box","text":"clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party policy, or have","page_number":137,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"b1497505-60ae-4979-b426-57fef405b72f","block_type":"box","text":"elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting because of","page_number":137,"box":{"x":89,"y":161,"width":841,"height":12}},{"id":"ddf5099d-76f8-4bb5-8eee-85db5543cf5c","block_type":"box","text":"Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy, without client","page_number":137,"box":{"x":88,"y":176,"width":848,"height":13}},{"id":"f798cb7f-68d6-4244-8420-a9dfe1c9fc30","block_type":"box","text":"consent.","page_number":137,"box":{"x":89,"y":193,"width":58,"height":8}},{"id":"a0cf3fc4-014a-4488-9ec0-b9d3418d3430","block_type":"box","text":"Conflicts management policies and procedures","page_number":137,"box":{"x":89,"y":218,"width":340,"height":12}},{"id":"a56f8f65-8247-42bc-9637-c27ff99d0df3","block_type":"box","text":"BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":137,"box":{"x":89,"y":244,"width":822,"height":13}},{"id":"609e9d18-751d-417b-b2fa-2f6c88563fd9","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":137,"box":{"x":89,"y":259,"width":829,"height":13}},{"id":"3f4b65e6-5cf5-45ad-a992-684a3077c3a0","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":137,"box":{"x":89,"y":274,"width":855,"height":13}},{"id":"cd3c531e-c682-4ea9-a908-e44f0661a883","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":137,"box":{"x":89,"y":290,"width":459,"height":12}},{"id":"0afb2b3c-e2bd-4525-829c-e969e39d0c84","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":137,"box":{"x":121,"y":310,"width":676,"height":12}},{"id":"c66b663a-2c73-4176-8fac-0055d2423424","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":137,"box":{"x":121,"y":330,"width":781,"height":12}},{"id":"17c64da9-16d1-4505-956e-49a0e6245685","block_type":"box","text":"resolutions","page_number":137,"box":{"x":154,"y":345,"width":76,"height":10}},{"id":"cf78e961-1169-4ce8-a2ae-ea3bb048a1f2","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":137,"box":{"x":121,"y":365,"width":785,"height":12}},{"id":"723f0f32-e8d5-4cb5-95e1-a0220632a1b9","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":137,"box":{"x":121,"y":385,"width":780,"height":13}},{"id":"2dc3e5b5-4fd7-409f-8186-771c0fd86e41","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":137,"box":{"x":121,"y":405,"width":714,"height":13}},{"id":"f810da2f-5a07-451b-90cb-1f0f6c40a84f","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":137,"box":{"x":121,"y":426,"width":801,"height":12}},{"id":"5f2f361e-87c0-47b9-af1f-30d5f7e827c6","block_type":"box","text":"managed by BlackRock","page_number":137,"box":{"x":154,"y":441,"width":162,"height":12}},{"id":"f8b9b634-940e-42f8-9047-989c8572702b","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":137,"box":{"x":89,"y":467,"width":839,"height":13}},{"id":"744f15a4-58ce-4fbb-849c-5da691c6a54d","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":137,"box":{"x":121,"y":487,"width":838,"height":13}},{"id":"2f25d69b-67e0-42ba-b273-9ab63c33db91","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":137,"box":{"x":154,"y":502,"width":294,"height":10}},{"id":"1f3bf402-8d22-4936-8762-de9ff1e39280","block_type":"box","text":"• Established a reporting structure that separates BIS from employees with sales, vendor management, or business","page_number":137,"box":{"x":121,"y":523,"width":824,"height":12}},{"id":"512e3e56-2290-4668-b69b-c571f29f1be0","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":137,"box":{"x":154,"y":538,"width":777,"height":12}},{"id":"562793bb-da7f-4854-a3ee-95de5d1e8286","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":137,"box":{"x":154,"y":553,"width":797,"height":12}},{"id":"e0aae68e-9a7d-4f75-8dd9-c9a42735fe9d","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS","page_number":137,"box":{"x":153,"y":568,"width":786,"height":12}},{"id":"69cc05c7-34f7-4067-9253-c8b566330165","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":137,"box":{"x":154,"y":583,"width":803,"height":12}},{"id":"52f2409f-aac4-49c8-ad08-d2f42d3fefcd","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":137,"box":{"x":154,"y":598,"width":802,"height":13}},{"id":"980ab825-5063-414c-842d-1d4e2667bad0","block_type":"box","text":"the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock","page_number":137,"box":{"x":153,"y":613,"width":807,"height":13}},{"id":"cc139ef6-15df-42f6-847c-c50eba35e7fd","block_type":"box","text":"clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business","page_number":137,"box":{"x":154,"y":628,"width":806,"height":13}},{"id":"e4f907b3-3a2a-4838-aa60-0d4370156b19","block_type":"box","text":"partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters,","page_number":137,"box":{"x":154,"y":644,"width":781,"height":12}},{"id":"3272047f-33a4-4796-ac25-33f064fa070a","block_type":"box","text":"client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":137,"box":{"x":154,"y":659,"width":679,"height":12}},{"id":"7a26ab70-2f1f-452f-836b-1ad7d1cf1933","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":137,"box":{"x":121,"y":679,"width":846,"height":12}},{"id":"849d9773-e3a0-44da-a9be-b1f1b52db906","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":137,"box":{"x":154,"y":694,"width":784,"height":12}},{"id":"551a2709-35fb-4b26-87db-61be26bd659f","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":137,"box":{"x":154,"y":709,"width":780,"height":12}},{"id":"e871b7fe-63ae-4c71-81e5-99b36df5963e","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":137,"box":{"x":154,"y":724,"width":793,"height":13}},{"id":"761b24b6-440e-4cb6-beb2-470a45c06a20","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":137,"box":{"x":154,"y":739,"width":799,"height":13}},{"id":"8495157d-c392-4727-8b73-d9b9bea7a6ec","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":137,"box":{"x":154,"y":754,"width":790,"height":13}},{"id":"07be4b92-7d30-4742-ae55-91200d1e1bff","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":137,"box":{"x":154,"y":770,"width":693,"height":12}},{"id":"01112412-a63d-4021-adfe-98acb990e857","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":137,"box":{"x":187,"y":790,"width":592,"height":12}},{"id":"aefbef24-d2f2-4814-9349-acd03ec9a982","block_type":"box","text":"(18) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with t","page_number":137,"box":{"x":89,"y":841,"width":837,"height":10}},{"id":"aebd0892-f66c-477a-b3f1-a06eb3193546","block_type":"box","text":"heir","page_number":137,"box":{"x":927,"y":841,"width":20,"height":8}},{"id":"7aae40a3-969c-465d-a540-633a3beaeed7","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":137,"box":{"x":121,"y":853,"width":752,"height":10}},{"id":"26f8e00c-685d-454a-9cff-4ae01c30853c","block_type":"box","text":"(19) Read more about BlackRock Voting Choice on our website.","page_number":137,"box":{"x":89,"y":868,"width":360,"height":10}},{"id":"fcf47d62-9f52-4b61-8272-7eb5bef7163a","block_type":"box","text":"A-33","page_number":137,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"bf760e4f-acd5-42c3-923d-3db5c5e45dc6","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":138,"box":{"x":187,"y":44,"width":761,"height":12}},{"id":"fa6ad46b-d6ed-43bd-a4f6-b72147dd570d","block_type":"box","text":"the board of directors","page_number":138,"box":{"x":218,"y":59,"width":152,"height":10}},{"id":"452fcc62-2c0c-4036-b0e2-12dbebb6d9c0","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":138,"box":{"x":187,"y":79,"width":646,"height":13}},{"id":"3cf19697-a952-437d-b46f-0b90248cdbfa","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":138,"box":{"x":187,"y":99,"width":513,"height":13}},{"id":"2c70f791-17fe-41b4-8422-aa50101f2c88","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":138,"box":{"x":187,"y":119,"width":764,"height":13}},{"id":"f9371900-1037-42f1-a706-13c4aa0e26ac","block_type":"box","text":"party voting service provider","page_number":138,"box":{"x":219,"y":135,"width":199,"height":12}},{"id":"c9f228be-6fd3-4de4-8537-c531818c9c77","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":138,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"b779dcb8-bab5-4d45-a187-fe2fbf6a8602","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":138,"box":{"x":89,"y":176,"width":826,"height":13}},{"id":"37a86fdd-218e-4d62-88b1-0ecb27ee719e","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":138,"box":{"x":89,"y":191,"width":836,"height":13}},{"id":"0e3528c9-1c4c-4dbb-9703-67f4caf0431e","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":138,"box":{"x":89,"y":206,"width":829,"height":13}},{"id":"8cfef458-64a4-4621-97aa-9e8aa79fcd41","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Global","page_number":138,"box":{"x":89,"y":222,"width":804,"height":12}},{"id":"644c360c-346d-4e4a-a928-1ba4b453dfd1","block_type":"box","text":"Committee appoints and reviews the performance of the independent third-party voting service providers, generally on an","page_number":138,"box":{"x":89,"y":237,"width":855,"height":12}},{"id":"b200a8a1-a772-4825-9261-6e28a0651e6b","block_type":"box","text":"annual basis.","page_number":138,"box":{"x":89,"y":252,"width":89,"height":9}},{"id":"b11913e3-14cb-4f49-adb0-9cc935df82c1","block_type":"box","text":"Securities lending","page_number":138,"box":{"x":88,"y":278,"width":128,"height":13}},{"id":"e3fe1db4-2b81-44d6-8694-530310ccec7c","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":138,"box":{"x":88,"y":305,"width":855,"height":12}},{"id":"8d1c438b-4808-4c04-8143-fd77a48df8d7","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund","page_number":138,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"42ab3e33-bdd5-4532-98c4-1538e71bf822","block_type":"box","text":"providers to keep fund expenses lower.","page_number":138,"box":{"x":89,"y":335,"width":270,"height":12}},{"id":"aa3c76fc-2527-4c25-8e57-a75aeb69da41","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":138,"box":{"x":88,"y":361,"width":867,"height":13}},{"id":"150ff50a-17f4-4029-9394-afe30fc425dc","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":138,"box":{"x":89,"y":376,"width":827,"height":13}},{"id":"e22979f2-8bec-494f-be1a-26b41fc36446","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":138,"box":{"x":89,"y":392,"width":866,"height":12}},{"id":"2e77c1db-2a55-46d4-a2c0-abab06142937","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":138,"box":{"x":89,"y":407,"width":853,"height":12}},{"id":"21ddc96c-651e-458f-b85b-e1d6bf59fc10","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":138,"box":{"x":89,"y":422,"width":838,"height":12}},{"id":"d2958b82-95f6-4cb5-b951-d97f238f44c8","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":138,"box":{"x":89,"y":437,"width":726,"height":12}},{"id":"9e825500-61aa-4c7f-b927-9ef18c22795c","block_type":"box","text":"(20)","page_number":138,"box":{"x":816,"y":435,"width":21,"height":8}},{"id":"66b62fa4-20b0-4b62-9ce4-177a54f93917","block_type":"box","text":"BIS works with","page_number":138,"box":{"x":843,"y":437,"width":102,"height":10}},{"id":"35080487-3122-4ae1-b43b-1d1811478ca1","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":138,"box":{"x":89,"y":452,"width":873,"height":12}},{"id":"781cdb09-0702-48d5-b709-79aa0fc2ad54","block_type":"box","text":"recalling shares on loan.","page_number":138,"box":{"x":89,"y":467,"width":167,"height":13}},{"id":"e5eb3d6f-40a0-4cba-b6c9-fa957cd36f95","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to the Fund of voting shares would","page_number":138,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"d0eb5e5e-058a-44eb-b037-e9c8aa99c165","block_type":"box","text":"be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in","page_number":138,"box":{"x":89,"y":509,"width":876,"height":12}},{"id":"590936ff-b0e4-48f5-86a0-e10d3adb8c8f","block_type":"box","text":"our independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":138,"box":{"x":89,"y":524,"width":860,"height":12}},{"id":"c8ede903-ef15-4de3-b435-a870c9ddfb68","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances.","page_number":138,"box":{"x":89,"y":539,"width":499,"height":10}},{"id":"463f5ae5-862b-4d72-a21d-866dc301840c","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":138,"box":{"x":89,"y":565,"width":840,"height":13}},{"id":"c8ae8370-81a7-43b9-8cd7-1b17a32be886","block_type":"box","text":"modify it as necessary.","page_number":138,"box":{"x":89,"y":581,"width":156,"height":12}},{"id":"31e5b9cf-2936-4732-a699-2066de9f2cc7","block_type":"box","text":"Reporting and vote transparency","page_number":138,"box":{"x":89,"y":607,"width":236,"height":12}},{"id":"a0f8012a-ecfb-4d3d-8bc9-ffdf207b669e","block_type":"box","text":"We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":138,"box":{"x":88,"y":633,"width":804,"height":13}},{"id":"6c4967ec-322c-45b5-9339-ea43b2643328","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website.","page_number":138,"box":{"x":89,"y":649,"width":819,"height":12}},{"id":"e6ec3b7e-ff44-40e3-81eb-0e9059db4bee","block_type":"box","text":"Additionally, we make public our regional proxy voting guidelines for the benefit of clients and the companies in which we","page_number":138,"box":{"x":88,"y":664,"width":854,"height":12}},{"id":"24eec764-09d4-44eb-a77e-1cf41b3d26e2","block_type":"box","text":"invest on their behalf. We also publish commentaries to share our perspective on market developments and emerging key","page_number":138,"box":{"x":89,"y":679,"width":852,"height":12}},{"id":"5646ba35-cdd4-4567-9b0f-9c6062fb431c","block_type":"box","text":"themes.","page_number":138,"box":{"x":88,"y":694,"width":55,"height":10}},{"id":"75e799fe-9cb1-427a-b204-02233b9cb69d","block_type":"box","text":"At a more granular level, on a quarterly basis, we publish our vote record for each company that held a shareholder meeting","page_number":138,"box":{"x":88,"y":720,"width":866,"height":13}},{"id":"042c2e42-6390-4347-8d6d-2b5a9be44476","block_type":"box","text":"during the period, showing how BIS voted on each proposal and providing our rationale for any votes against management","page_number":138,"box":{"x":89,"y":736,"width":861,"height":12}},{"id":"8cda7ea8-c76b-4280-819f-c3af2d7484fc","block_type":"box","text":"proposals and on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant","page_number":138,"box":{"x":89,"y":751,"width":826,"height":12}},{"id":"9ef47a76-464c-4eb2-af9b-790ae8e702a7","block_type":"box","text":"(20) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":138,"box":{"x":89,"y":805,"width":848,"height":10}},{"id":"324c9baf-6244-4964-942b-2d45543feb62","block_type":"box","text":"ally","page_number":138,"box":{"x":938,"y":805,"width":18,"height":10}},{"id":"f7be920e-53df-4d6e-a4f4-aa34aaf91798","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":138,"box":{"x":121,"y":818,"width":817,"height":10}},{"id":"17267df6-2c33-4e06-9ec5-9f4991dca381","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":138,"box":{"x":121,"y":831,"width":831,"height":10}},{"id":"de1088c3-1f84-4aa6-954f-035949cb7ec3","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":138,"box":{"x":121,"y":843,"width":810,"height":10}},{"id":"b9fc37a6-393d-476f-a039-a894c4e1dd16","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":138,"box":{"x":121,"y":856,"width":832,"height":10}},{"id":"66f3e657-debd-4cb4-8f2d-bd99e7474bf8","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":138,"box":{"x":121,"y":868,"width":745,"height":10}},{"id":"8c2e75e8-c681-4fe3-9970-b41e4944d776","block_type":"box","text":"A-34","page_number":138,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"449197ed-4c8c-4c77-add6-7a3d5a34f160","block_type":"box","text":"interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. We","page_number":139,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"02a6724b-0911-4cff-b0fb-5e8d6020740f","block_type":"box","text":"also publish a quarterly list of all companies with which we engaged and the key topics addressed in the engagement","page_number":139,"box":{"x":89,"y":59,"width":822,"height":12}},{"id":"44e44df6-1d6b-4189-ab78-a495b0ebd39c","block_type":"box","text":"meeting.","page_number":139,"box":{"x":89,"y":75,"width":60,"height":11}},{"id":"3ed4a2be-2175-4752-8855-9c897ae87693","block_type":"box","text":"In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business","page_number":139,"box":{"x":89,"y":101,"width":833,"height":12}},{"id":"26e659aa-5124-41d4-b3e1-e207493e6f02","block_type":"box","text":"practices that support durable, long-term financial value creation by companies.","page_number":139,"box":{"x":89,"y":116,"width":560,"height":12}},{"id":"e7c01099-64ea-4769-9b2e-ed3fc098269c","block_type":"box","text":"Want to know more?","page_number":139,"box":{"x":88,"y":142,"width":149,"height":10}},{"id":"a7a83445-106f-4ddb-9672-843c10d5fe44","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":139,"box":{"x":89,"y":169,"width":464,"height":12}},{"id":"f0390e76-37ae-4eaf-9929-218dfe9450c1","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":139,"box":{"x":88,"y":195,"width":827,"height":12}},{"id":"57e77c25-7159-4ce8-ae1f-cdd0e74161e9","block_type":"box","text":"principal.","page_number":139,"box":{"x":89,"y":210,"width":62,"height":13}},{"id":"d75ed9de-9b25-4e26-8d9b-015d9206625a","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":139,"box":{"x":89,"y":237,"width":190,"height":12}},{"id":"d40494d1-2d6c-4e4a-b075-bf25d06eccd0","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":139,"box":{"x":89,"y":263,"width":289,"height":12}},{"id":"dabf7a70-ed98-4b2d-be66-f7db1bb335f6","block_type":"box","text":"BLACKROCK","page_number":139,"box":{"x":384,"y":264,"width":89,"height":9}},{"id":"2a7e6793-feeb-41b6-8da1-ebd69971dbc7","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":139,"box":{"x":478,"y":263,"width":450,"height":11}},{"id":"45569b27-3957-40b7-966d-8b7005c43268","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":139,"box":{"x":88,"y":278,"width":558,"height":13}},{"id":"ae58af34-3f3d-4c6b-9535-3a70e9cfd623","block_type":"box","text":"A-35","page_number":139,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"77b04483-6727-46b1-a9d5-a96ed17546f2","block_type":"box","text":"BlackRock Investment Stewardship","page_number":140,"box":{"x":227,"y":44,"width":604,"height":30}},{"id":"543b7e40-31de-4bc0-b837-bc2133bdcb59","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":140,"box":{"x":89,"y":88,"width":382,"height":12}},{"id":"9b238ea6-4fd6-4fdd-abd1-53003bf7ebb5","block_type":"box","text":"Published July 2024","page_number":140,"box":{"x":106,"y":114,"width":139,"height":13}},{"id":"3c7eebad-6c03-44de-b398-0c2f57f241a3","block_type":"box","text":"BlackRock climate and decarbonization stewardship guidelines","page_number":140,"box":{"x":89,"y":141,"width":454,"height":12}},{"id":"d398fe4f-eadd-44a3-859a-a9e5da8a372e","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":140,"box":{"x":89,"y":167,"width":365,"height":13}},{"id":"ff5328ec-901a-4f66-ae03-0ec06925bdec","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":140,"box":{"x":89,"y":194,"width":863,"height":12}},{"id":"0843f41d-772e-43cc-97db-b16453c1089e","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":140,"box":{"x":88,"y":209,"width":844,"height":12}},{"id":"99194202-6322-485f-ad01-badb9d5af157","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":140,"box":{"x":89,"y":224,"width":873,"height":12}},{"id":"563ac956-4e00-4838-8af6-27a4f7f798ab","block_type":"box","text":"dedicated function within BlackRock, which serves as a link between BlackRock’s clients and the companies we invest in on","page_number":140,"box":{"x":89,"y":239,"width":862,"height":13}},{"id":"5342c2f9-bbee-42a4-ba9f-85978c8b63be","block_type":"box","text":"their behalf. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of","page_number":140,"box":{"x":88,"y":254,"width":865,"height":13}},{"id":"db65dcd3-c53b-42ad-832f-7876a2c4d0f2","block_type":"box","text":"our clients. BIS does this through:","page_number":140,"box":{"x":89,"y":269,"width":234,"height":13}},{"id":"b629bd70-1856-45c7-878f-6a867a17e184","block_type":"box","text":"1.","page_number":140,"box":{"x":90,"y":290,"width":10,"height":9}},{"id":"856a3708-1ec1-48a1-ac5a-1df40c267372","block_type":"box","text":"Engaging with companies","page_number":140,"box":{"x":128,"y":290,"width":186,"height":12}},{"id":"fc7c044c-a515-461d-9bad-e2461faa1f63","block_type":"box","text":"in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":140,"box":{"x":320,"y":290,"width":634,"height":12}},{"id":"2bcee632-9e2c-477e-814b-f526dcfa02c0","block_type":"box","text":"voting decisions.","page_number":140,"box":{"x":127,"y":305,"width":117,"height":12}},{"id":"669031b0-4f56-4785-981f-87ca1ffc2d6d","block_type":"box","text":"2.","page_number":140,"box":{"x":89,"y":325,"width":11,"height":10}},{"id":"84c42f4d-b2cf-4517-855d-d7c4947bf90f","block_type":"box","text":"Voting at shareholder meetings","page_number":140,"box":{"x":127,"y":325,"width":227,"height":12}},{"id":"64fcccdd-c14e-4b22-a12a-92cd2ee4ddc0","block_type":"box","text":"on management and shareholder proposals on behalf of clients who have delegated","page_number":140,"box":{"x":359,"y":325,"width":589,"height":12}},{"id":"6488b3ea-d58b-4aa2-8919-e7e57ee3c55e","block_type":"box","text":"voting authority to BlackRock.","page_number":140,"box":{"x":127,"y":340,"width":210,"height":12}},{"id":"d698009c-aa4d-4d83-bd1d-e5598a5d98b3","block_type":"box","text":"3.","page_number":140,"box":{"x":89,"y":361,"width":11,"height":9}},{"id":"f802def1-b270-40e7-afde-7e6bd3d05c9a","block_type":"box","text":"Contributing to industry dialogue on stewardship","page_number":140,"box":{"x":128,"y":360,"width":356,"height":12}},{"id":"385d7d90-2b7d-48bd-8ccb-044c005e3c34","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":140,"box":{"x":489,"y":360,"width":457,"height":12}},{"id":"55b87e52-e5fe-4300-958a-032849580f2e","block_type":"box","text":"investments.","page_number":140,"box":{"x":128,"y":376,"width":87,"height":9}},{"id":"7e675997-7cf1-464a-bb4f-6a397d9ffbe2","block_type":"box","text":"4.","page_number":140,"box":{"x":88,"y":396,"width":12,"height":9}},{"id":"780a978b-ec08-4a91-b18b-3d0355efe3d0","block_type":"box","text":"Reporting on our activities","page_number":140,"box":{"x":128,"y":396,"width":190,"height":12}},{"id":"f95a0bfa-3753-4969-86bb-159469d166d8","block_type":"box","text":"to inform clients about our stewardship efforts on their behalf through a range of","page_number":140,"box":{"x":323,"y":395,"width":570,"height":13}},{"id":"0c89ba1c-8a62-4cea-a6ee-efb44a0e395f","block_type":"box","text":"publications and direct reporting.","page_number":140,"box":{"x":128,"y":410,"width":232,"height":13}},{"id":"fcef4a41-3819-4884-a1ef-8a61ff29ee22","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":140,"box":{"x":88,"y":437,"width":629,"height":12}},{"id":"7ff141d1-5551-4e91-91c4-3f9f1c43c529","block_type":"box","text":"BlackRock offers a wide range of investment products and funds to support our clients’ unique and varied investment","page_number":140,"box":{"x":89,"y":463,"width":822,"height":13}},{"id":"f1c598fe-b2e9-434b-b047-b3a13c9e4f63","block_type":"box","text":"objectives, and in February 2024, BlackRock announced it would be launching a new decarbonization stewardship option for","page_number":140,"box":{"x":89,"y":479,"width":870,"height":12}},{"id":"6e75a479-5edc-4d3d-b942-a45daf330a28","block_type":"box","text":"those clients who explicitly direct BlackRock to invest their assets with decarbonization investment objectives. An increasing","page_number":140,"box":{"x":88,"y":494,"width":868,"height":12}},{"id":"b2dc572c-450c-4060-9605-632835c11db3","block_type":"box","text":"number of clients are seeking to minimize the financial risk, and maximize the financial opportunities, associated with the","page_number":140,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"4fb388ac-1c7e-4e2d-b61f-48e18bd89e3b","block_type":"box","text":"transition to a low-carbon economy, and thus are interested in sustainable and transition investing, with some including","page_number":140,"box":{"x":88,"y":524,"width":839,"height":12}},{"id":"98c1f547-1dd9-4988-ae3f-3dde8f8e2bd3","block_type":"box","text":"decarbonization as an investment objective in their mandates with BlackRock. In Europe for example, all of our largest,","page_number":140,"box":{"x":89,"y":539,"width":827,"height":12}},{"id":"d36fccb7-9c4f-48a7-a5ba-dcb5c3dccbd9","block_type":"box","text":"strategic relationship clients have net zero commitments for their organizations, and globally a growing number have made","page_number":140,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"70725303-3202-4fb0-ba5e-451d2d995f02","block_type":"box","text":"similar commitments, which those clients believe, will shape financial opportunities in the transition to a low-carbon","page_number":140,"box":{"x":89,"y":569,"width":814,"height":13}},{"id":"2d60306c-3ef3-4ce9-9ea6-f877f6f4c47f","block_type":"box","text":"economy. A survey of 200 institutional investors globally, representing nearly $9tn in assets under management, indicated","page_number":140,"box":{"x":89,"y":584,"width":853,"height":13}},{"id":"8bfc389f-8cd9-409d-8bad-2e8faf8dff87","block_type":"box","text":"that 98% of them have set some kind of transition investment objective for their portfolios.","page_number":140,"box":{"x":88,"y":599,"width":636,"height":13}},{"id":"4413745a-5630-45dd-b0c6-29dae498eb93","block_type":"box","text":"These guidelines set out BIS’ approach to voting at companies’ shareholder meetings on behalf of funds with explicit","page_number":140,"box":{"x":88,"y":626,"width":818,"height":12}},{"id":"43da35e7-570a-449d-9972-cd2487da2133","block_type":"box","text":"decarbonization or climate-related investment objectives, and, when appropriate, engagement with corporate leadership to","page_number":140,"box":{"x":89,"y":641,"width":864,"height":12}},{"id":"1e1c3c26-987d-4176-ae15-21554aef56a1","block_type":"box","text":"support our voting on clients’ behalf. In addition, clients in separately managed accounts may instruct BlackRock to apply","page_number":140,"box":{"x":89,"y":656,"width":850,"height":13}},{"id":"b13ca055-0cff-41f3-9294-fa10756a2bb1","block_type":"box","text":"these guidelines to their holdings. Both in the case of funds and separately managed accounts, these guidelines are only","page_number":140,"box":{"x":88,"y":671,"width":842,"height":13}},{"id":"ddc589dd-bae2-4936-aa4d-66eeea627829","block_type":"box","text":"implemented upon explicit selection and approval by the applicable fund board or client.","page_number":140,"box":{"x":89,"y":686,"width":617,"height":13}},{"id":"18af1739-ac03-4c11-af93-3df4e614bbeb","block_type":"box","text":"These guidelines should be read in conjunction with BIS’ benchmark policies and are focused on matters related to climate","page_number":140,"box":{"x":88,"y":713,"width":860,"height":12}},{"id":"49d2d9c6-d6d7-41a8-bd46-9b9826ee8447","block_type":"box","text":"risks and the transition to a low-carbon economy at companies that are held by funds and clients who have selected these","page_number":140,"box":{"x":89,"y":728,"width":856,"height":12}},{"id":"f9d03a7e-152e-4852-872a-f913bd02f48c","block_type":"box","text":"guidelines. These guidelines differ from the benchmark policies in that they consider, in addition to financial considerations","page_number":140,"box":{"x":89,"y":743,"width":860,"height":12}},{"id":"2ddfb9d1-de51-47fa-86f0-44aee5561817","block_type":"box","text":"and consistent with the investment objective of each fund or account that has selected these guidelines, the alignment of","page_number":140,"box":{"x":89,"y":758,"width":852,"height":13}},{"id":"6ce0e155-c110-4996-aec0-7c2047e8b705","block_type":"box","text":"companies’ business model and strategies with the financial opportunities presented by the transition to a low-carbon","page_number":140,"box":{"x":89,"y":773,"width":827,"height":13}},{"id":"759a9c7f-8ba0-453e-82b6-8581fd60bbf3","block_type":"box","text":"economy and the more ambitious goal of the Paris Agreement, namely to limit average temperature rise to 1.5°C above pre","page_number":140,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"8e982ee5-c65a-4216-8d5f-576994347e5c","block_type":"box","text":"industrial levels.","page_number":140,"box":{"x":89,"y":804,"width":110,"height":9}},{"id":"b322f97a-4a22-4e82-996a-c38310402681","block_type":"box","text":"These guidelines will apply to companies which produce goods and services that contribute to real world decarbonization or","page_number":140,"box":{"x":88,"y":830,"width":873,"height":12}},{"id":"0ce5ed27-548a-4270-9309-9db4caa62629","block_type":"box","text":"have a carbon intensive business model and face outsized impacts from the low-carbon transition, based on reported and","page_number":140,"box":{"x":89,"y":845,"width":851,"height":12}},{"id":"6bb2081e-c87c-4ea0-9cfd-83a6873011d3","block_type":"box","text":"estimated scopes 1, 2, and 3 greenhouse gas emissions. We estimate these companies represent the vast majority of the","page_number":140,"box":{"x":89,"y":860,"width":843,"height":13}},{"id":"cc2bba88-0d6b-4ff5-b3e4-0ee77b0f1c38","block_type":"box","text":"A-36","page_number":140,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"e3cedaec-e226-4db8-b1fd-721e16dc778c","block_type":"box","text":"value chain emissions of the companies held by funds and clients that have selected these guidelines. For all other companies","page_number":141,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"a7ff23b7-b14d-47a3-96de-553f23043890","block_type":"box","text":"held by these funds and clients, BIS’ benchmark voting guidelines apply.","page_number":141,"box":{"x":89,"y":59,"width":502,"height":12}},{"id":"8b09a083-b09a-4c7e-a7a0-9e65071f59ba","block_type":"box","text":"On other matters not related to climate risks and the transition to a low-carbon economy, BIS will apply our benchmark","page_number":141,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"a448e4cd-3bb5-4f65-a455-85a03d19f8f9","block_type":"box","text":"policies.","page_number":141,"box":{"x":89,"y":101,"width":55,"height":12}},{"id":"49e9cd05-3b9b-4a12-8797-98615e866445","block_type":"box","text":"For clients who have not directed BlackRock to prioritize climate risks and decarbonization as an investment objective, BIS will","page_number":141,"box":{"x":89,"y":127,"width":878,"height":12}},{"id":"efa4fa69-ee64-485a-9aab-45b85be60367","block_type":"box","text":"continue to undertake our stewardship responsibilities in line with our benchmark policies, with a sole focus on advancing","page_number":141,"box":{"x":89,"y":142,"width":854,"height":12}},{"id":"bcab35d8-7821-4d23-96a6-6ab19d9ef641","block_type":"box","text":"those clients’ long-term economic interests. This will include consideration of climate-related risks and opportunities in a","page_number":141,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"9012e0d4-5b95-48d9-9c60-c176005afd48","block_type":"box","text":"company’s business model, where material to the company’s ability to deliver long-term financial returns.","page_number":141,"box":{"x":89,"y":172,"width":738,"height":13}},{"id":"b858178f-6905-494a-b4c8-a22895efa52e","block_type":"box","text":"Please see appendix 2, which sets out the key differences between the BIS benchmark and decarbonization policies on items","page_number":141,"box":{"x":89,"y":199,"width":870,"height":12}},{"id":"067efbac-44ec-492a-b4a4-10ade83302b5","block_type":"box","text":"related to climate risk and the transition to a low-carbon economy.","page_number":141,"box":{"x":89,"y":214,"width":466,"height":12}},{"id":"2681b02c-3a25-482e-a288-fd2e9e3e431c","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":141,"box":{"x":89,"y":240,"width":621,"height":13}},{"id":"59e05930-a37c-40ed-b8c9-e60ced536d14","block_type":"box","text":"Research from the BlackRock Investment Institute (BII) highlights that changing government policy, technology, and","page_number":141,"box":{"x":89,"y":267,"width":811,"height":12}},{"id":"f20eb404-3057-4729-83be-5bfcffa9fe9a","block_type":"box","text":"consumer and investor preferences are driving the transition to a low-carbon economy, but these forces are moving at","page_number":141,"box":{"x":89,"y":282,"width":827,"height":12}},{"id":"f42e095c-a797-48dd-90b8-2a60e4761721","block_type":"box","text":"uneven speeds across sectors and regions. For example—some technologies like renewable power are already being","page_number":141,"box":{"x":89,"y":297,"width":813,"height":12}},{"id":"9953c8b7-8e4e-4269-8635-565bee4f28da","block_type":"box","text":"deployed at scale in some regions, while in other sectors and regions less cost-effective low-carbon alternatives exist. We","page_number":141,"box":{"x":89,"y":312,"width":846,"height":13}},{"id":"17e6b596-3836-44e1-9fe2-92ae97a4bbde","block_type":"box","text":"have heard from certain clients that they see the low-carbon transition as a series of shifts over decades that will reshape","page_number":141,"box":{"x":89,"y":327,"width":846,"height":13}},{"id":"60dcaa62-b115-40ab-bfe4-8f34efbbdbcd","block_type":"box","text":"production and consumption, spur significant capital investment and create risks, opportunities and a wider range of","page_number":141,"box":{"x":89,"y":342,"width":820,"height":13}},{"id":"1e9ad508-ce9c-4893-86ac-b7313d1cb7df","block_type":"box","text":"financial and competitive outcomes for companies.","page_number":141,"box":{"x":88,"y":358,"width":359,"height":12}},{"id":"9c65cc9d-0244-418e-823b-7c1992a9a27a","block_type":"box","text":"For clients interested in investing in the transition to a low-carbon economy and understanding its corresponding risks and","page_number":141,"box":{"x":89,"y":384,"width":860,"height":12}},{"id":"ed693356-a681-408a-9925-e9907fb52d91","block_type":"box","text":"opportunities, we have developed the BlackRock Investment Institute Transition Scenario (BIITS), powered by Aladdin","page_number":141,"box":{"x":89,"y":399,"width":820,"height":13}},{"id":"82c9b491-ef41-4abe-ac04-b3cce3792b33","block_type":"box","text":"®","page_number":141,"box":{"x":911,"y":398,"width":9,"height":6}},{"id":"038aa00b-0847-4f4f-9142-e0d79dd4c7ff","block_type":"box","text":"technology. BIITS is a research-based, analytical forecast of how the low-carbon transition is most likely to play out based on","page_number":141,"box":{"x":88,"y":414,"width":871,"height":13}},{"id":"8ea55eba-e446-47ab-81a2-9f186c639ab1","block_type":"box","text":"what we know and expect today. It can help inform a top-down assessment of a company’s business risk arising from the","page_number":141,"box":{"x":88,"y":429,"width":852,"height":13}},{"id":"59b77a72-8a0e-46f6-a8df-edb8721d4739","block_type":"box","text":"transition. BII based its key assumptions on rigorous research, and the input of BlackRock’s portfolio managers and other","page_number":141,"box":{"x":88,"y":445,"width":848,"height":12}},{"id":"9dfb1ff4-02cd-4bd4-af1f-8509ea05581f","block_type":"box","text":"experts.","page_number":141,"box":{"x":89,"y":461,"width":54,"height":11}},{"id":"ff8127ed-c409-48db-844c-7af8e6800c7b","block_type":"box","text":"For client assets with explicit investment objectives related to the transition to a low-carbon economy, BIS will draw on the","page_number":141,"box":{"x":89,"y":486,"width":855,"height":12}},{"id":"a5358327-6d1f-48e9-a048-96943e6a2f34","block_type":"box","text":"insights generated by BIITS and Aladdin","page_number":141,"box":{"x":89,"y":501,"width":277,"height":13}},{"id":"72502fc9-60fd-475d-ba84-f2c382877825","block_type":"box","text":"®","page_number":141,"box":{"x":368,"y":500,"width":9,"height":6}},{"id":"6f02944d-7c0b-440c-a4ec-1dc41643c4c1","block_type":"box","text":"Climate, as well as our own analysis and engagement, in applying these guidelines.","page_number":141,"box":{"x":382,"y":501,"width":580,"height":13}},{"id":"995225ff-56e5-45b3-81ad-3a2830f50a9c","block_type":"box","text":"In doing so, we will take into consideration the fact that the necessary data to assess individual companies currently has","page_number":141,"box":{"x":89,"y":516,"width":840,"height":13}},{"id":"c64c7d72-6fb0-4ba9-839d-50d2392446c1","block_type":"box","text":"limitations, but is improving as a result of disclosure requirements in an increasing number of jurisdictions.","page_number":141,"box":{"x":89,"y":531,"width":746,"height":13}},{"id":"96fc878d-1ce1-4273-8bcc-dfce9ee0bc82","block_type":"box","text":"Decarbonization stewardship guidelines design principles","page_number":141,"box":{"x":89,"y":558,"width":416,"height":12}},{"id":"9eb61ba0-d997-4cfc-8816-5912b53afe8b","block_type":"box","text":"The framework of these guidelines is designed to:","page_number":141,"box":{"x":88,"y":584,"width":348,"height":13}},{"id":"f6679c6e-2c97-4885-ab4d-763fd66e2a56","block_type":"box","text":"•","page_number":141,"box":{"x":89,"y":608,"width":4,"height":3}},{"id":"11cb6a16-d4f9-4abe-88eb-3e702270b877","block_type":"box","text":"Prioritize sectors and companies that are critical to the transition to a low-carbon economy:","page_number":141,"box":{"x":122,"y":605,"width":661,"height":12}},{"id":"e02a5075-0398-420c-a02d-b275cc76c8ff","block_type":"box","text":"This includes companies","page_number":141,"box":{"x":788,"y":605,"width":172,"height":12}},{"id":"e1394836-e84f-47e4-b9f4-95c9a2639623","block_type":"box","text":"which produce goods and services that contribute to real world decarbonization or have a carbon intensive business","page_number":141,"box":{"x":121,"y":620,"width":815,"height":12}},{"id":"f99d6147-b12f-4464-9955-68d7fc4f83d4","block_type":"box","text":"model and face outsized impacts from the low-carbon transition.","page_number":141,"box":{"x":122,"y":635,"width":453,"height":12}},{"id":"347f9341-9abd-4ba4-b25c-ebc23178ffa4","block_type":"box","text":"•","page_number":141,"box":{"x":89,"y":659,"width":4,"height":3}},{"id":"0df8094e-b537-436b-8aa0-db00e7ac8432","block_type":"box","text":"Apply a sectoral approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":141,"box":{"x":121,"y":655,"width":816,"height":12}},{"id":"ebf05a13-ff7f-4f86-afd4-6cfac2527f83","block_type":"box","text":"sectors and markets:","page_number":141,"box":{"x":121,"y":670,"width":149,"height":10}},{"id":"70d3a715-928b-454e-9359-536f67b54956","block_type":"box","text":"We take into consideration the varying speeds at which sectors and markets can decarbonize","page_number":141,"box":{"x":275,"y":670,"width":652,"height":12}},{"id":"5bb1b838-f19b-40bc-a929-1d2d2e7ecc73","block_type":"box","text":"based on technological feasibility, consumer demand, government policy, regulatory frameworks and other factors.","page_number":141,"box":{"x":122,"y":685,"width":805,"height":12}},{"id":"1ae24958-38aa-4f68-aea1-492ec506a8df","block_type":"box","text":"Further, we recognize that these factors are uncertain and dynamic, which will require that we evolve our approach as","page_number":141,"box":{"x":122,"y":700,"width":823,"height":13}},{"id":"473e22a3-ecc3-4d9c-9308-4daaa00962cf","block_type":"box","text":"necessary.","page_number":141,"box":{"x":122,"y":718,"width":70,"height":10}},{"id":"18c45479-f951-404d-be6b-36147ea6c0ac","block_type":"box","text":"•","page_number":141,"box":{"x":89,"y":739,"width":4,"height":3}},{"id":"5d91fa4a-b8f7-4704-9fc8-64fba211d399","block_type":"box","text":"Take a long-term, pragmatic approach that favors a transition that minimizes disruption to companies and their key","page_number":141,"box":{"x":121,"y":736,"width":835,"height":12}},{"id":"749ee733-184d-4cb2-85a1-cd37ffacbdd7","block_type":"box","text":"stakeholders:","page_number":141,"box":{"x":121,"y":751,"width":95,"height":9}},{"id":"dcc11365-acd8-4afe-9846-063b203f572f","block_type":"box","text":"Our approach recognizes the challenges that many companies face in adapting their business models. It is","page_number":141,"box":{"x":222,"y":751,"width":743,"height":12}},{"id":"ee596f4c-12df-4f93-8580-b3a5a61e3888","block_type":"box","text":"premised on the views of interested clients that a transition where companies adapt and continue to deliver financial","page_number":141,"box":{"x":121,"y":766,"width":816,"height":12}},{"id":"256e94cf-e2eb-45e0-b210-26114bd611bc","block_type":"box","text":"returns throughout, is a better long-term investment outcome for them, and less disruptive to a company’s other key","page_number":141,"box":{"x":122,"y":781,"width":818,"height":12}},{"id":"6b5c3799-dad3-4c89-aeab-506f973d2139","block_type":"box","text":"stakeholders, than a transition that is uneven. Further, we consider the differences between the actions and outcomes","page_number":141,"box":{"x":121,"y":796,"width":824,"height":11}},{"id":"59f8f807-917f-46ed-8441-6a7665329b54","block_type":"box","text":"over which company management has influence, and those it does not.","page_number":141,"box":{"x":121,"y":811,"width":501,"height":12}},{"id":"448c966b-5261-419e-8988-553bfb1647c5","block_type":"box","text":"•","page_number":141,"box":{"x":89,"y":835,"width":4,"height":3}},{"id":"98cacc9d-5e29-470f-92a1-81586e4ad6ce","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":141,"box":{"x":122,"y":831,"width":803,"height":13}},{"id":"37edc133-f8ca-47d3-b83b-1fd3e0731089","block_type":"box","text":"The","page_number":141,"box":{"x":930,"y":831,"width":26,"height":10}},{"id":"50b9337b-ac55-4b20-b1ff-11ca07ba1ddd","block_type":"box","text":"policy will seek disclosures that outline key milestones and dependencies underpinning the company’s low-carbon","page_number":141,"box":{"x":121,"y":846,"width":802,"height":13}},{"id":"45deb71a-cbcc-40f0-b32f-3cc6ffb1edd3","block_type":"box","text":"transition strategy; explain the trade-offs required to adapt the business model; and include relevant data and narrative.","page_number":141,"box":{"x":121,"y":862,"width":836,"height":12}},{"id":"fce97e9c-d812-4e09-adc0-8b00a17552bd","block_type":"box","text":"A-37","page_number":141,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"d83a0c3b-cc11-416a-b356-bcdd0528e6bf","block_type":"box","text":"•","page_number":142,"box":{"x":89,"y":47,"width":4,"height":4}},{"id":"2a571fb3-b50d-4d32-a5cf-b56c0449fb9c","block_type":"box","text":"Be consistent with our position as a minority investor on behalf of our clients:","page_number":142,"box":{"x":122,"y":44,"width":559,"height":12}},{"id":"5d706844-18a5-4976-93e5-62c4fb300df7","block_type":"box","text":"The boards and executive leadership of","page_number":142,"box":{"x":686,"y":44,"width":276,"height":12}},{"id":"13ee1d4b-a472-4292-af72-0c4a6d870374","block_type":"box","text":"companies determine a company’s strategy and its implementation. We make decisions on how to engage companies","page_number":142,"box":{"x":121,"y":59,"width":827,"height":12}},{"id":"8766e206-a584-4f13-9397-69a481b5bacc","block_type":"box","text":"and vote proxies independently, based on our professional judgment of the priorities and outcomes most aligned with","page_number":142,"box":{"x":121,"y":74,"width":825,"height":12}},{"id":"7a950c96-2175-4dbf-851f-1191e0b699aa","block_type":"box","text":"clients’ investment objectives.","page_number":142,"box":{"x":121,"y":89,"width":208,"height":13}},{"id":"aa203089-7303-4e59-b867-f3708d92e0c0","block_type":"box","text":"Voting guidelines","page_number":142,"box":{"x":88,"y":116,"width":125,"height":12}},{"id":"1abee9bd-d4b9-4751-9be2-a331efc7d74c","block_type":"box","text":"Consistent with the investment objective of each fund or client that has selected these guidelines, BIS will look to companies","page_number":142,"box":{"x":89,"y":142,"width":870,"height":12}},{"id":"c1d361e6-54b3-46c5-b93b-4f4937f5bc60","block_type":"box","text":"to demonstrate the following:","page_number":142,"box":{"x":88,"y":157,"width":207,"height":13}},{"id":"2f1bbc72-2adc-4781-8319-f6722e588e17","block_type":"box","text":"Corporate Disclosures","page_number":142,"box":{"x":105,"y":184,"width":160,"height":12}},{"id":"6e61a368-283c-4081-ae91-40f0a4eb5994","block_type":"box","text":"In the context of these guidelines, we look for companies to provide sufficient corporate disclosure to allow us to determine","page_number":142,"box":{"x":89,"y":210,"width":865,"height":13}},{"id":"1918d390-e351-4179-bc85-17d03037663c","block_type":"box","text":"the extent to which decarbonization and the low-carbon transition are strategic priorities. As a general point, we would","page_number":142,"box":{"x":88,"y":225,"width":834,"height":13}},{"id":"7c59435c-7c63-4194-8733-cbe9411f2e1d","block_type":"box","text":"expect companies that have disclosed their aim to participate in the transition to a low-carbon economy to make disclosures","page_number":142,"box":{"x":89,"y":240,"width":872,"height":13}},{"id":"bc6e72a3-ce4b-4afd-af09-984980828aea","block_type":"box","text":"that help explain the strategy and governance systems they have determined most appropriate, which may include:","page_number":142,"box":{"x":88,"y":256,"width":809,"height":12}},{"id":"aa9cfdc6-8488-4397-8d09-05ebe8b692f6","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit global average temperature","page_number":142,"box":{"x":89,"y":276,"width":866,"height":12}},{"id":"85378d65-77a9-48ea-9489-998ffac6a0b2","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would normally mean that they have a long-term strategy to achieve net","page_number":142,"box":{"x":128,"y":291,"width":827,"height":12}},{"id":"dbd4273b-84f7-4119-a6e3-0e20b695af03","block_type":"box","text":"zero greenhouse gas (GHG) emissions by 2050, with appropriate near- and medium-term milestones to assess their","page_number":142,"box":{"x":127,"y":306,"width":813,"height":12}},{"id":"87279cfd-ffaf-492d-947c-166d50999e41","block_type":"box","text":"progress.","page_number":142,"box":{"x":128,"y":324,"width":63,"height":9}},{"id":"86c607fd-e134-4917-b5b2-64cd12fdd895","block_type":"box","text":"(2) low-carbon transition-related reporting consistent with the standards developed by the International Sustainability","page_number":142,"box":{"x":89,"y":341,"width":842,"height":13}},{"id":"a0d033e8-489b-4b33-89c7-0eb3646089d2","block_type":"box","text":"Standards Board (ISSB). IFRS S1 addresses the general requirements of sustainability reporting and IFRS S2 sets out the","page_number":142,"box":{"x":128,"y":356,"width":834,"height":13}},{"id":"d7be0f5d-31b4-4282-a47c-ddab2305c4fa","block_type":"box","text":"disclosures that would provide investors with decision-useful information about a company’s most significant climate","page_number":142,"box":{"x":128,"y":371,"width":830,"height":13}},{"id":"6387b493-7826-4ad4-80c0-4e717dd635da","block_type":"box","text":"and low-carbon transition-related risks and opportunities. As audit and assurance standards are developed, it would be","page_number":142,"box":{"x":128,"y":387,"width":834,"height":12}},{"id":"c3cdee88-3b17-45ad-9512-47861bedf63e","block_type":"box","text":"helpful to investors’ confidence in such disclosures for companies to seek independent, third-party assurance.","page_number":142,"box":{"x":128,"y":402,"width":769,"height":12}},{"id":"6f8dd800-12cd-46b3-8ded-4719ef4cfcd6","block_type":"box","text":"(3) scope 1 and scope 2, and material scope 3 GHG emissions. In addition, we look to companies to disclose their","page_number":142,"box":{"x":89,"y":422,"width":809,"height":12}},{"id":"6e140f90-cd0b-4217-a77b-b18d185650a6","block_type":"box","text":"reduction targets for scope 1 and 2 emissions, science-based where possible. We welcome disclosure of targets or","page_number":142,"box":{"x":128,"y":437,"width":800,"height":12}},{"id":"599e3b39-ef5a-4835-8ce9-230a009081ae","block_type":"box","text":"indicative goals, where companies have set them, for scope 3 emissions reductions, recognizing that these would be","page_number":142,"box":{"x":128,"y":452,"width":814,"height":12}},{"id":"a711ffd4-2453-41dc-be78-b9f388033378","block_type":"box","text":"provided on a ‘best efforts’ basis given the methodological challenges these currently present for reporters. Scope 3","page_number":142,"box":{"x":128,"y":467,"width":807,"height":13}},{"id":"0a6b9157-c35e-4889-a5f4-689768bebc24","block_type":"box","text":"information, including how a company is working with its value chain to accelerate reductions in GHG intensity,","page_number":142,"box":{"x":128,"y":482,"width":780,"height":13}},{"id":"d6c28cee-973e-46e9-b26f-14e7469704ec","block_type":"box","text":"provides useful insight to investors focused on investing in the low-carbon transition and understanding the impact of","page_number":142,"box":{"x":128,"y":497,"width":828,"height":13}},{"id":"7c361be9-b79a-47f6-8544-38ce7dd8f56a","block_type":"box","text":"their investments on their decarbonization goals. However, we recognize that companies have varying ability to","page_number":142,"box":{"x":127,"y":513,"width":777,"height":12}},{"id":"69822180-ff45-4b71-91b9-81808298c200","block_type":"box","text":"influence the emissions across the different parts of their value chain and it is helpful when disclosures explain the","page_number":142,"box":{"x":128,"y":528,"width":798,"height":12}},{"id":"8b9a8bb4-6acd-4977-b629-82f57762ba23","block_type":"box","text":"implications for the achievement of their decarbonization targets.","page_number":142,"box":{"x":128,"y":543,"width":457,"height":12}},{"id":"66046225-89b0-44ff-880e-efacdf6633e5","block_type":"box","text":"Transition plans","page_number":142,"box":{"x":104,"y":569,"width":116,"height":13}},{"id":"30b3fa85-f160-4105-951a-e7890f54c317","block_type":"box","text":"Some companies have published a transition plan that explains how the company intends to implement its low-carbon","page_number":142,"box":{"x":88,"y":596,"width":832,"height":12}},{"id":"2b36bdc5-0416-4075-9723-ddd140863765","block_type":"box","text":"transition strategy by, as defined by the ISSB, “lay[ing] out the entity’s targets, actions or resources for its transition towards a","page_number":142,"box":{"x":88,"y":611,"width":879,"height":12}},{"id":"d2613353-46af-4b63-b19e-3cd1fbeed180","block_type":"box","text":"lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see appendix 1).","page_number":142,"box":{"x":89,"y":626,"width":754,"height":12}},{"id":"c4cca5a7-0e77-4bc1-8e6e-81eb5403bf1a","block_type":"box","text":"We note the work being undertaken in a number of jurisdictions on establishing a common approach in a market to","page_number":142,"box":{"x":88,"y":652,"width":811,"height":13}},{"id":"26ed925c-5895-473b-8e42-8d391a0a94d8","block_type":"box","text":"corporate transition plans. Given this work continues, for the near-term, BIS will not make preparation and production of","page_number":142,"box":{"x":89,"y":668,"width":845,"height":12}},{"id":"a45a1231-781c-4c65-a4fc-86011bc45652","block_type":"box","text":"transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand their","page_number":142,"box":{"x":88,"y":683,"width":865,"height":12}},{"id":"edb64983-7a87-4bbe-8467-89ae7c3ec569","block_type":"box","text":"planned actions and resource implications in accordance with anticipated requirements.","page_number":142,"box":{"x":89,"y":698,"width":617,"height":12}},{"id":"d51bfc48-04d2-4f3e-b8cb-25600b3e785b","block_type":"box","text":"Boards and directors","page_number":142,"box":{"x":106,"y":724,"width":148,"height":10}},{"id":"aea847d9-36da-4ad8-8e8d-f6e202f02e15","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":142,"box":{"x":88,"y":751,"width":847,"height":12}},{"id":"60a2f078-b2dc-44f4-976c-f53ba96c8d07","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy.","page_number":142,"box":{"x":89,"y":766,"width":827,"height":12}},{"id":"71b46aaf-688c-4991-a225-c05747f401ac","block_type":"box","text":"In assessing the role and effectiveness of the board in this regard, we seek to understand whether:","page_number":142,"box":{"x":89,"y":792,"width":685,"height":13}},{"id":"bbc56730-9899-4253-bc63-8116e75e1b2d","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":142,"box":{"x":89,"y":812,"width":877,"height":13}},{"id":"3dae4384-8ab1-47e6-9250-0a0e6887e263","block_type":"box","text":"company’s business model. We consider the whole board to have responsibility for oversight of the company’s long","page_number":142,"box":{"x":121,"y":828,"width":813,"height":12}},{"id":"871eda28-2e95-45b4-8496-21b22470e264","block_type":"box","text":"term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":142,"box":{"x":121,"y":843,"width":622,"height":12}},{"id":"fa974f8a-813b-4b01-b1de-fc41649aa5c5","block_type":"box","text":"A-38","page_number":142,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"51958cf7-c170-4c3d-b6c3-144e99e65dc3","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":143,"box":{"x":89,"y":44,"width":779,"height":12}},{"id":"6be915d2-d4f2-462b-9398-cbb3513b44a5","block_type":"box","text":"accountability for delivery by senior executives.","page_number":143,"box":{"x":121,"y":59,"width":329,"height":12}},{"id":"0294eef3-aa09-4ce6-9966-b6bc3ed71301","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":143,"box":{"x":89,"y":79,"width":867,"height":13}},{"id":"649a0aba-e3c1-4513-ad6f-4785314d2797","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the low-carbon transition strategy.","page_number":143,"box":{"x":122,"y":94,"width":805,"height":13}},{"id":"5576a50e-86b7-4cba-9cc3-f9eb46904847","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":143,"box":{"x":89,"y":114,"width":828,"height":13}},{"id":"043eb609-b9a7-427f-bac9-85a8467edc60","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":143,"box":{"x":121,"y":130,"width":454,"height":12}},{"id":"a26c65b8-8cba-4329-acba-e2ae1b3bcfcc","block_type":"box","text":"• The company has set scope 1 & 2 GHG emissions reduction targets, science-based and independently verified where","page_number":143,"box":{"x":89,"y":150,"width":850,"height":12}},{"id":"4018fbcf-1fc0-4f1a-b1cf-41bf5b701755","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average temperature rise to no more than","page_number":143,"box":{"x":121,"y":165,"width":807,"height":12}},{"id":"ede88683-f1f4-4961-8253-54e199ef1527","block_type":"box","text":"1.5°C above pre-industrial levels.","page_number":143,"box":{"x":123,"y":180,"width":226,"height":12}},{"id":"8a8e2763-3c61-4198-ac7f-8a8a62581ee8","block_type":"box","text":"• There is a clear link between the company’s scope 1 & 2 GHG emissions reduction targets over time and its long-term","page_number":143,"box":{"x":89,"y":200,"width":856,"height":12}},{"id":"aaf31278-1e98-4ebc-a7b8-67526afb548b","block_type":"box","text":"low-carbon transition strategy.","page_number":143,"box":{"x":122,"y":215,"width":213,"height":13}},{"id":"f2b4188a-3f42-4c28-ad5b-7dac71ddf343","block_type":"box","text":"• The company is monitoring its material scope 3 emissions and disclosing these where it is confident in the data. Given","page_number":143,"box":{"x":89,"y":235,"width":860,"height":13}},{"id":"e37758fb-0a7e-40c0-85ac-98486377005d","block_type":"box","text":"forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":143,"box":{"x":121,"y":250,"width":783,"height":13}},{"id":"df3eddb5-d855-474e-8e1e-890950454e85","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":143,"box":{"x":121,"y":266,"width":778,"height":12}},{"id":"db6b62bc-bcbb-4107-bb0c-190a53c8ba3f","block_type":"box","text":"constituents in their value chain.","page_number":143,"box":{"x":121,"y":281,"width":227,"height":9}},{"id":"a7fc893d-7b97-4af7-bc11-088ed32a1c5b","block_type":"box","text":"• The board oversees, and management has a formalized approach to, the company’s lobbying activities, including trade","page_number":143,"box":{"x":89,"y":301,"width":862,"height":12}},{"id":"1ddc6b16-4978-4135-a5b3-08f579fb8335","block_type":"box","text":"association memberships. Policy engagement should be consistent with a company’s stated strategic policy objectives,","page_number":143,"box":{"x":121,"y":316,"width":834,"height":12}},{"id":"1b3e042c-fb2b-4414-83e9-7954e1bbf207","block_type":"box","text":"including those related to the low-carbon transition.","page_number":143,"box":{"x":122,"y":331,"width":364,"height":12}},{"id":"698f7f98-4160-42ae-8c88-a3ecdf2bef4c","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":143,"box":{"x":104,"y":358,"width":413,"height":12}},{"id":"9d4627cb-e890-40eb-be0e-c5eede2f5bea","block_type":"box","text":"In implementing these guidelines, BIS will generally support non-executive directors standing for election where, in BIS’","page_number":143,"box":{"x":89,"y":384,"width":833,"height":12}},{"id":"fa669943-5638-4096-a4d7-731ca071caba","block_type":"box","text":"assessment based on company disclosures and engagement, a company is executing on its commitment to align with the","page_number":143,"box":{"x":89,"y":399,"width":854,"height":13}},{"id":"863fbe4b-097a-4058-80d1-37fbb29b904f","block_type":"box","text":"transition to a low-carbon economy, as defined above. Where BIS determines this is not the case, we may vote against the","page_number":143,"box":{"x":88,"y":414,"width":853,"height":13}},{"id":"d8b02356-9fe5-4f5f-afb8-caa7fe79a850","block_type":"box","text":"election of one or more directors who have responsibility for the issue. The directors most likely to be in focus are the chair of","page_number":143,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"ef0f06e5-df4d-4c37-9c6e-7877703196a4","block_type":"box","text":"the board sub-committee with low-carbon transition, climate or sustainability risk oversight responsibilities, other members","page_number":143,"box":{"x":88,"y":445,"width":867,"height":12}},{"id":"bc845dc6-612a-4d3b-88fe-1877669d4d39","block_type":"box","text":"of the relevant committee, the lead independent director or the non-executive chair of the board. In certain markets, we may","page_number":143,"box":{"x":89,"y":460,"width":872,"height":12}},{"id":"c7983a90-c6e7-4486-9b64-6551d07d7203","block_type":"box","text":"withhold support for the discharge of the supervisory board or equivalent.","page_number":143,"box":{"x":88,"y":475,"width":518,"height":12}},{"id":"24c8ee99-4371-461d-90af-47605d186be5","block_type":"box","text":"Where we have not supported director elections over climate concerns in a prior year, and the company has not subsequently","page_number":143,"box":{"x":88,"y":501,"width":880,"height":13}},{"id":"947818f6-8411-450a-915c-dbfc0754b675","block_type":"box","text":"made progress towards aligning with the transition to a low-carbon economy, we may escalate by voting against the re","page_number":143,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"709e7111-5035-48ea-a99f-84527f9ece30","block_type":"box","text":"election of additional responsible directors to signal our heightened concerns.","page_number":143,"box":{"x":89,"y":531,"width":544,"height":13}},{"id":"773d95b9-44e3-4223-b66a-326f98c8feda","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":143,"box":{"x":105,"y":558,"width":521,"height":12}},{"id":"495218fc-a2cd-43a2-be14-e5440f1ebadf","block_type":"box","text":"In certain markets, company management may submit proposals asking shareholders to approve their climate action plans","page_number":143,"box":{"x":89,"y":584,"width":862,"height":13}},{"id":"b5dbc4e8-d138-4bc3-9d47-af694326c79a","block_type":"box","text":"or progress reports, sometimes known as “Say on Climate.” BIS will generally support management’s climate strategy","page_number":143,"box":{"x":89,"y":599,"width":824,"height":13}},{"id":"f4daac91-dfb9-4eae-9b4e-2397942c5cbb","block_type":"box","text":"proposal if, in our assessment based on these guidelines, the strategy is aligned with the low-carbon transition. Similarly, we","page_number":143,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"5b352f77-c270-4ab7-b209-05506e1e7ccc","block_type":"box","text":"will generally support management’s proposal on a progress report if the company has clearly explained its progress against,","page_number":143,"box":{"x":88,"y":630,"width":874,"height":12}},{"id":"425d2b2c-6953-4048-ab2c-1c0e77166dab","block_type":"box","text":"and any deviations from or changes to, its stated transition plan and targets.","page_number":143,"box":{"x":89,"y":645,"width":533,"height":12}},{"id":"9458703a-24e5-41e8-9b5a-ca96e600f60a","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":143,"box":{"x":105,"y":671,"width":494,"height":13}},{"id":"4f358975-9e1b-452a-a481-0873f57e432d","block_type":"box","text":"Shareholder proposals on a company’s approach to the low-carbon transition or climate risk will be considered on their","page_number":143,"box":{"x":88,"y":698,"width":836,"height":12}},{"id":"e4626090-5af7-4704-98ad-1b10ce15506f","block_type":"box","text":"merit. Our assessment will take into consideration the implications for, and the relevance to, the company’s stated low","page_number":143,"box":{"x":89,"y":713,"width":833,"height":12}},{"id":"25801447-fff7-4e94-9a63-b3cecc1a8281","block_type":"box","text":"carbon transition strategy and targets. We may support shareholder proposals that, for example, ask a company to:","page_number":143,"box":{"x":89,"y":728,"width":806,"height":12}},{"id":"41bfdd85-f65c-48cb-9e4d-f45f7677ccbd","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average temperature","page_number":143,"box":{"x":187,"y":748,"width":776,"height":12}},{"id":"969ebbc9-5750-40a7-b49b-fee0e9f24ce6","block_type":"box","text":"rise to no more than 1.5°C above pre-industrial levels","page_number":143,"box":{"x":219,"y":763,"width":371,"height":13}},{"id":"0d01cf1c-fbd1-4f56-b47d-e380e51df8b9","block_type":"box","text":"• Align their scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with,","page_number":143,"box":{"x":187,"y":783,"width":775,"height":13}},{"id":"02d4c9fc-089b-4a08-a328-78d88c950acd","block_type":"box","text":"a long-term goal of the company achieving net zero GHG emissions by 2050","page_number":143,"box":{"x":219,"y":799,"width":533,"height":12}},{"id":"6dde78c9-6afa-4157-83fb-0877965f1085","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most material to a company’s business model","page_number":143,"box":{"x":187,"y":819,"width":707,"height":12}},{"id":"5ca44706-d322-487e-99a0-8b75a30906dc","block_type":"box","text":"• Improve disclosures on how a company’s climate-related lobbying (including trade association","page_number":143,"box":{"x":187,"y":839,"width":694,"height":12}},{"id":"c04dca9e-89fd-42ff-85d0-ff9819c7027a","block_type":"box","text":"memberships and other indirect lobbying) is aligned with its strategic policy positions.","page_number":143,"box":{"x":219,"y":854,"width":603,"height":12}},{"id":"b35fc670-c589-40c1-b16a-dfab45964abe","block_type":"box","text":"A-39","page_number":143,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"1df8a33c-2fac-4715-8c09-a321104c31bc","block_type":"box","text":"We would not support shareholder proposals that seek to constrain board or management decision-making or direct specific","page_number":144,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"769ef85f-8dca-4226-9fb0-de4f144910c3","block_type":"box","text":"business or strategic decisions. This includes proposals that seek to change a company’s articles of association or charter to","page_number":144,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"79fa8873-a29a-4c89-9848-fe932a21c33e","block_type":"box","text":"require commitments or actions related to climate risk or the low-carbon transition.","page_number":144,"box":{"x":89,"y":74,"width":585,"height":12}},{"id":"27275e5a-25f8-41f7-b7d7-f94cc829ede9","block_type":"box","text":"Related matters","page_number":144,"box":{"x":89,"y":101,"width":112,"height":9}},{"id":"e1704e86-79c5-4cbb-9235-a29df210b077","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":144,"box":{"x":88,"y":127,"width":870,"height":12}},{"id":"d151de06-d15a-4b44-962a-32b0e7d91040","block_type":"box","text":"to the transition to a low-carbon economy. Under these guidelines, BIS is most likely to engage, where appropriate, if we seek","page_number":144,"box":{"x":88,"y":142,"width":877,"height":12}},{"id":"a9f771d5-3d36-423d-bfeb-cf369175c690","block_type":"box","text":"to enhance our understanding of a company’s approach. Generally, our voting on these matters would be covered by BIS’","page_number":144,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"fe3fc8ae-14da-4b50-90da-c4c9a1d64d56","block_type":"box","text":"benchmark guidelines.","page_number":144,"box":{"x":89,"y":172,"width":157,"height":13}},{"id":"4ed7bd98-ece9-430e-a3fc-fa0dd53188bf","block_type":"box","text":"Executive compensation","page_number":144,"box":{"x":106,"y":199,"width":173,"height":12}},{"id":"60ea1e30-e995-4aef-840e-0d9862b7a899","block_type":"box","text":"We look to company boards to put in place a compensation structure that incentivizes and rewards executives appropriately.","page_number":144,"box":{"x":88,"y":225,"width":871,"height":13}},{"id":"d0d7c139-d527-4471-b894-1c62eeb23e5b","block_type":"box","text":"Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions reduction targets or low","page_number":144,"box":{"x":88,"y":240,"width":878,"height":13}},{"id":"39bd3343-ebf9-4927-af0c-c5e954a0bd64","block_type":"box","text":"carbon transition-related metrics in their incentive plans. In such cases, BIS would engage to understand the alignment","page_number":144,"box":{"x":89,"y":256,"width":834,"height":12}},{"id":"992408d7-19c8-43da-8b49-4280778c832f","block_type":"box","text":"between those metrics and the company’s stated climate strategy.","page_number":144,"box":{"x":89,"y":271,"width":463,"height":12}},{"id":"0cb40da4-6d23-4726-b7aa-f478f648b897","block_type":"box","text":"Auditors and audit-related issues","page_number":144,"box":{"x":104,"y":297,"width":240,"height":10}},{"id":"72b77284-ce06-4dd5-bf76-8b964ca7f3dd","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, BIS is interested to","page_number":144,"box":{"x":89,"y":324,"width":809,"height":12}},{"id":"a6457781-60da-437c-bdb4-ca391fb11281","block_type":"box","text":"understand whether the company considers and, if relevant, quantifies, and accounts for material climate-related risks in its","page_number":144,"box":{"x":89,"y":339,"width":866,"height":12}},{"id":"2415ac8b-2a4f-4f33-98fd-14358a58d08f","block_type":"box","text":"financial statements, including if the company explains such risks within the context of its audit report. We note that work is","page_number":144,"box":{"x":88,"y":354,"width":870,"height":12}},{"id":"afa79a7f-be33-4485-a81c-1e85704df193","block_type":"box","text":"being undertaken to develop audit and assurance standards in relation to climate and transition reporting, which may impact","page_number":144,"box":{"x":89,"y":369,"width":876,"height":12}},{"id":"e9d0e553-5fc4-4589-b10e-76c4916dc06a","block_type":"box","text":"the future reporting requirements of companies. We note that assurance of corporate disclosures related to climate risk and","page_number":144,"box":{"x":88,"y":384,"width":867,"height":12}},{"id":"3f728117-1602-4f76-bcf9-2c384129ab3f","block_type":"box","text":"the transition to a low-carbon economy is still nascent.","page_number":144,"box":{"x":88,"y":399,"width":384,"height":13}},{"id":"5afd587b-b67c-4b66-9c03-2fd0d4ebf607","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":144,"box":{"x":105,"y":426,"width":448,"height":12}},{"id":"71796d3c-374c-470c-bcba-9495b624b9bf","block_type":"box","text":"Special situations will be considered on their financial merits, but BIS may engage on climate-related factors under these","page_number":144,"box":{"x":88,"y":452,"width":844,"height":12}},{"id":"dc5698c8-b475-4f09-b032-d00c4e487b7b","block_type":"box","text":"guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has proposed","page_number":144,"box":{"x":89,"y":467,"width":852,"height":13}},{"id":"ff19bc40-7458-4db0-aeb7-5a751399c4a2","block_type":"box","text":"governance, strategic or operational changes that may impact its climate strategy. BIS does not promote changes in","page_number":144,"box":{"x":89,"y":482,"width":810,"height":13}},{"id":"574b836a-d841-4ac9-b57c-9ef3bb27be77","block_type":"box","text":"corporate control, nor does it invoke formal governance mechanisms that rise to the level of shareholder activism.","page_number":144,"box":{"x":89,"y":497,"width":797,"height":13}},{"id":"7d163f13-9834-496c-be47-65ada0a75c8b","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":144,"box":{"x":105,"y":524,"width":499,"height":12}},{"id":"1dcd1511-8439-482b-8c99-32e5bce41943","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other sustainability-related","page_number":144,"box":{"x":89,"y":550,"width":849,"height":13}},{"id":"1164286a-4508-47bf-a713-1cf40bae5d20","block_type":"box","text":"risks and opportunities that may be relevant to a company’s business model and long-term performance. These include a","page_number":144,"box":{"x":89,"y":565,"width":850,"height":13}},{"id":"6dfc891a-d3eb-493a-a2f1-7a8057e53cf3","block_type":"box","text":"company’s impacts or dependencies on natural capital and key stakeholders. In the context of these guidelines, we may","page_number":144,"box":{"x":89,"y":581,"width":838,"height":12}},{"id":"170fb0ad-15e0-4022-8cb4-57a89d115ac3","block_type":"box","text":"engage companies to better understand how they are managing the impact on people (e.g., employees, suppliers, customers","page_number":144,"box":{"x":89,"y":596,"width":875,"height":12}},{"id":"d27ffa68-a49b-4617-b73e-a8f0299a320a","block_type":"box","text":"and communities) of any strategic or operational changes they are making in relation to their transition to a low-carbon","page_number":144,"box":{"x":89,"y":611,"width":838,"height":12}},{"id":"d4eea483-79c6-4db4-9511-1cb9507b940d","block_type":"box","text":"economy. 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