Blackrock Financial Management, Inc

Allegations: ON NOVEMBER 27, 2024, TEXAS ATTORNEY GENERAL KEN PAXTON AND ATTORNEYS GENERAL FROM 10 OTHER STATES (ALABAMA, ARKANSAS, INDIANA, IOWA, KANSAS, MISSOURI, MONTANA, NEBRASKA, WEST VIRGINIA, AND WYOMING) FILED A COMPLAINT AGAINST BLACKROCK, VANGUARD, AND STATE STREET (THE "MANAGERS") ALLEGING THAT THE MANAGERS USED THEIR OWNERSHIP STAKES IN COAL COMPANIES TO ARTIFICIALLY REDUCE COAL OUTPUT IN VIOLATION OF VARIOUS STATE AND FEDERAL ANTITRUST LAWS. TEXAS ALSO CLAIMS BLACKROCK MADE FALSE AND DECEPTIVE STATEMENTS IN CONNECTION WITH THE MARKETING OF ITS NON-ESG ETFS. Status: Pending Summary: ON NOVEMBER 27, 2024, TEXAS ATTORNEY GENERAL KEN PAXTON AND ATTORNEYS GENERAL FROM 10 OTHER STATES (ALABAMA, ARKANSAS, INDIANA, IOWA, KANSAS, MISSOURI, MONTANA, NEBRASKA, WEST VIRGINIA, AND WYOMING) FILED A COMPLAINT AGAINST BLACKROCK, VANGUARD, AND STATE STREET (THE "MANAGERS") ALLEGING THAT THE MANAGERS USED THEIR OWNERSHIP STAKES IN COAL COMPANIES TO ARTIFICIALLY REDUCE COAL OUTPUT IN VIOLATION OF VARIOUS STATE AND FEDERAL ANTITRUST LAWS. TEXAS ALSO CLAIMS BLACKROCK MADE FALSE AND DECEPTIVE STATEMENTS IN CONNECTION WITH THE MARKETING OF ITS NON-ESG ETFS.

Allegations: ON DECEMBER 18, 2023, THE TENNESSEE ATTORNEY GENERAL ("AG") SUED BLACKROCK, INC. IN TENNESSEE STATE COURT FOR ALLEGED VIOLATIONS OF TENNESSEE'S CONSUMER PROTECTION STATUTE IN CONNECTION WITH BLACKROCK'S ESG PRACTICES. THE COMPLAINT GENERALLY ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS IN FUND PROSPECTUSES, FACT SHEETS, VARIOUS PUBLIC STATEMENTS, AND ON ITS WEBSITE REGARDING ITS ESG PRACTICES AND ITS APPROACH TO STEWARDSHIP ENGAGEMENT AND PROXY VOTING. Status: Pending Summary: ON DECEMBER 18, 2023, THE TENNESSEE ATTORNEY GENERAL ("AG") SUED BLACKROCK, INC. IN TENNESSEE STATE COURT FOR ALLEGED VIOLATIONS OF TENNESSEE'S CONSUMER PROTECTION STATUTE IN CONNECTION WITH BLACKROCK'S ESG PRACTICES. THE COMPLAINT GENERALLY ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS IN FUND PROSPECTUSES, FACT SHEETS, VARIOUS PUBLIC STATEMENTS, AND ON ITS WEBSITE REGARDING ITS ESG PRACTICES AND ITS APPROACH TO STEWARDSHIP ENGAGEMENT AND PROXY VOTING.

Allegations: THE CME CONCLUDED THAT BLACKROCK VIOLATED CHICAGO BOARD OF TRADE (CBOT) RULE 562, WHICH PROHIBITS FIRMS FROM HOLDING POSITIONS ON THE CME LARGER THAN THE LIMITS PROSCRIBED BY CME RULES. Status: Final Sanction Detail: IN ACCORDANCE WITH THE SETTLEMENT OFFER, THE PANEL ORDERED BLACKROCK TO PAY A FINE IN THE AMOUNT OF $20,000 AND ORDERED DISGORGEMENT IN THE AMOUNT OF $99,605.60 WHICH BLACKROCK PAID ON JULY 29TH, 2021. Summary: PURSUANT TO AN OFFER OF SETTLEMENT IN WHICH BLACKROCK INC. NEITHER ADMITTED NOR DENIED THE RULE VIOLATION UPON WHICH THE PENALTY IS BASED, ON JULY 26, 2021, A PANEL OF THE CHICAGO BOARD OF TRADE ("CBOT") BUSINESS CONDUCT COMMITTEE ("PANEL") FOUND THAT ON NOVEMBER 12, 2019, AND NOVEMBER 13, 2019, BLACKROCK-MANAGED ACCOUNTS HELD AN ALL MONTHS COMBINED CBOT SOYBEAN MEAL POSITION THAT EXCEEDED THE ALL MONTHS POSITION LIMIT ON AN END OF DAY AND INTRADAY BASIS. SPECIFICALLY, BLACKROCK-MANAGED ACCOUNTS HELD AN AGGREGATE POSITION OF 6,919 CONTRACTS LONG ON NOVEMBER 12, AND 6,920 CONTRACTS LONG ON NOVEMBER 13, 2019. THIS EXCEEDED THE ALL MONTHS COMBINED POSITION LIMIT FOR SOYBEAN MEAL BY 419 CONTRACTS, OR 6.45%, ON NOVEMBER 12, AND BY 420 CONTRACTS, OR 6.46%, ON NOVEMBER 13. BLACKROCK RECOGNIZED THE OVERAGE ON NOVEMBER 13, AND ATTEMPTED TO REDUCE ITS POSITION VIA AN EXCHANGE FOR RISK ("EFR") TRANSACTION, BUT WAS UNABLE TO EXECUTE THE TRADE ON THAT DAY. HOWEVER, ON THE MORNING OF NOVEMBER 14, 2019, BLACKROCK EXECUTED THE EFR AND BROUGHT THE ACCOUNTS' POSITIONS INTO COMPLIANCE, WHICH RESULTED IN A TOTAL MONETARY BENEFIT OF $99,605.60 TO THE ACCOUNTS. THE PANEL CONCLUDED THAT BLACKROCK THEREBY VIOLATED CBOT RULE 562. IN ACCORDANCE WITH THE SETTLEMENT OFFER, THE PANEL ORDERED BLACKROCK TO PAY A FINE IN THE AMOUNT OF $20,000 AND ORDERED DISGORGEMENT IN THE AMOUNT OF $99,605.60 WHICH BLACKROCK PAID ON JULY 29TH, 2021.

Allegations: ON MARCH 27, 2024, BLACKROCK, INC., BLACKROCK INVESTMENTS, LLC, BLACKROCK ADVISORS, LLC, BLACKROCK FUND ADVISORS, AND ISHARES TRUST (COLLECTIVELY, "BLACKROCK") WERE SERVED WITH A SUMMARY CEASE AND DESIST ORDER AND NOTICE OF INTENT TO IMPOSE ADMINISTRATIVE PENALTY FROM THE MISSISSIPPI SECRETARY OF STATE. THE SUMMARY ORDER ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS IN FUND PROSPECTUSES, MARKETING MATERIAL, PUBLIC STATEMENTS, AND ON ITS WEBSITE REGARDING BLACKROCK'S ESG PRACTICES AND APPROACH TO PROXY VOTING. THE SUMMARY ORDER, WHICH WAS ISSUED TO BLACKROCK WITHOUT ANY PRIOR NOTICE OR OPPORTUNITY TO BE HEARD, FINDS THAT BLACKROCK VIOLATED THE MISSISSIPPI SECURITIES LAWS, AND ORDERS BLACKROCK TO REFRAIN FROM FUTURE VIOLATIONS OF THOSE LAWS. ON APRIL 25, 2024, BLACKROCK EXERCISED ITS RIGHT UNDER MISSISSIPPI TO REQUEST AN ADMINISTRATIVE HEARING TO CONTEST THE ALLEGATIONS. Status: Pending Summary: ON MARCH 27, 2024, BLACKROCK, INC., BLACKROCK INVESTMENTS, LLC, BLACKROCK ADVISORS, LLC, BLACKROCK FUND ADVISORS, AND ISHARES TRUST (COLLECTIVELY, "BLACKROCK") WERE SERVED WITH A SUMMARY CEASE AND DESIST ORDER AND NOTICE OF INTENT TO IMPOSE ADMINISTRATIVE PENALTY FROM THE MISSISSIPPI SECRETARY OF STATE. THE SUMMARY ORDER ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS IN FUND PROSPECTUSES, MARKETING MATERIAL, PUBLIC STATEMENTS, AND ON ITS WEBSITE REGARDING BLACKROCK'S ESG PRACTICES AND APPROACH TO PROXY VOTING. THE SUMMARY ORDER, WHICH WAS ISSUED TO BLACKROCK WITHOUT ANY PRIOR NOTICE OR OPPORTUNITY TO BE HEARD, FINDS THAT BLACKROCK VIOLATED THE MISSISSIPPI SECURITIES LAWS, AND ORDERS BLACKROCK TO REFRAIN FROM FUTURE VIOLATIONS OF THOSE LAWS. ON APRIL 25, 2024, BLACKROCK EXERCISED ITS RIGHT UNDER MISSISSIPPI TO REQUEST AN ADMINISTRATIVE HEARING TO CONTEST THE ALLEGATIONS.

Allegations: ON AUGUST 22, 2024, THE INDIANA SECURITIES COMMISSIONER (THE "COMMISSIONER") ISSUED A CEASE AND DESIST ORDER (THE "ORDER") AGAINST BLACKROCK, INC. AND SEVERAL OF ITS ADVISORY AFFILIATES, (COLLECTIVELY, "BLACKROCK"). THE ORDER ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS ABOUT HOW WE MANAGE OUR NON-ESG AND ESG FUNDS. WITH RESPECT TO NON-ESG FUNDS, THE ORDER CITES TO OUR PARTICIPATION IN CLIMATE ORGANIZATIONS AND OUR STATEMENTS REGARDING ESG INTEGRATION AND STEWARDSHIP ACTIVITIES, AMONG OTHER THINGS, AS EVIDENCE THAT OUR NON-ESG FUNDS ACTUALLY PURSUE AN ESG STRATEGY. WITH RESPECT TO ESG FUNDS, THE ORDER ASSERTS THAT BLACKROCK FALSELY CLAIMS THAT SUSTAINABLE INVESTING WILL GENERATE BETTER RETURNS. THE ORDER FINDS THAT THIS ACTIVITY VIOLATES INDIANA'S SECURITIES LAW AND DIRECTS BLACKROCK TO CEASE ENGAGING IN THE REFERENCED ACTIVITIES. Status: Pending Summary: ON AUGUST 22, 2024, THE INDIANA SECURITIES COMMISSIONER (THE "COMMISSIONER") ISSUED A CEASE AND DESIST ORDER (THE "ORDER") AGAINST BLACKROCK, INC. AND SEVERAL OF ITS ADVISORY AFFILIATES, (COLLECTIVELY, "BLACKROCK"). THE ORDER ALLEGES THAT BLACKROCK HAS MADE MISLEADING STATEMENTS ABOUT HOW WE MANAGE OUR NON-ESG AND ESG FUNDS. WITH RESPECT TO NON-ESG FUNDS, THE ORDER CITES TO OUR PARTICIPATION IN CLIMATE ORGANIZATIONS AND OUR STATEMENTS REGARDING ESG INTEGRATION AND STEWARDSHIP ACTIVITIES, AMONG OTHER THINGS, AS EVIDENCE THAT OUR NON-ESG FUNDS ACTUALLY PURSUE AN ESG STRATEGY. WITH RESPECT TO ESG FUNDS, THE ORDER ASSERTS THAT BLACKROCK FALSELY CLAIMS THAT SUSTAINABLE INVESTING WILL GENERATE BETTER RETURNS. THE ORDER FINDS THAT THIS ACTIVITY VIOLATES INDIANA'S SECURITIES LAW AND DIRECTS BLACKROCK TO CEASE ENGAGING IN THE REFERENCED ACTIVITIES.

Allegations: ON OCTOBER 31, 2014, BLACKROCK, INC. BROUGHT TO THE ATTENTION OF THE FINANCIAL SUPERVISORY AUTHORITY OF SWEDEN ("SWEDISH FSA") THAT BLACKROCK, INC. HAD NOT FILED, WITHIN THE SPECIFIED TIME PERIOD, A NOTIFICATION THAT ITS INDIRECT AGGREGATE SHAREHOLDING IN A SWEDISH ISSUER, ASSA ABLOY AB, CROSSED A CERTAIN THRESHOLD ("LATE NOTIFICATION"). Status: Final Sanction Detail: AS A RESULT OF THE LATE NOTIFICATION, THE SWEDISH FSA NOTIFIED BLACKROCK, INC., IN A LETTER DATED APRIL 29, 2015, OF ITS DECISION TO IMPOSE A PENALTY FEE OF SEK 1,000,000 (APPROXIMATELY $120,700 USD). BLACKROCK, INC. PAID THE PENALTY FEE ON JUNE 10, 2015. Summary: THE PENALTY FEE, INVOICE DATE MAY 29, 2015, WAS PAID ON JUNE 10, 2015

Allegations: ON SEPTEMBER 12, 2013, BLACKROCK, INC. BROUGHT TO THE ATTENTION OF THE FINANCIAL SUPERVISORY AUTHORITY OF FINLAND ("FINNISH FSA") THAT BLACKROCK, INC. HAD NOT FILED, WITHIN THE SPECIFIED TIME PERIOD, A NOTIFICATION THAT THE INDIRECT AGGREGATE SHAREHOLDING IN A FINNISH ISSUER, OUTOTEC OYJ, CROSSED A CERTAIN THRESHOLD ("LATE NOTIFICATION"). Status: Final Sanction Detail: ON JUNE 5, 2015, THE FINNISH FSA ISSUED A PUBLIC REPRIMAND TO BLACKROCK, INC. BECAUSE OF THE LATE NOTIFICATION. Summary: BLACKROCK, INC. IS NOT APPEALING THE DECISION AND CONSIDERS THE MATTER CLOSED.

Allegations: BAFIN ALLEGED THAT BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED ("BIM UK"), AS FILING AGENT FOR CERTAIN OF ITS AFFILIATES, HAD MADE INCORRECT OR LATE REPORTS IN CONTRAVENTION OF GERMAN THRESHOLDS REPORTING REQUIREMENTS. Status: Final Sanction Detail: BAFIN IMPOSED A FINE OF 3.25 MILLION EUROS AGAINST BIM UK. AN ADDITIONAL 7,500 EUROS WAS LEVIED IN RESPECT OF AN ASSOCIATED ADMINISTRATION CHARGE. Summary: IN 2014, BIM UK SELF-REPORTED TO BAFIN THAT CERTAIN DISCLOSURES WERE EITHER INCORRECT OR LATE. BIM UK WORKED CLOSELY WITH BAFIN TO REMEDY THE RELEVANT DISCLOSURES AND INFORMED THE APPROPRIATE ISSUERS, AND THE BROADER MARKET, ON SEPTEMBER 30, 2014. ON MARCH 20, 2015, BAFIN IMPOSED A FINE OF 3.25 MILLION EUROS AGAINST BIM UK. AN ADDITIONAL 7,500 EUROS WAS LEVIED IN RESPECT OF AN ASSOCIATED ADMINISTRATION CHARGE. BIM UK PAID THE FINE AND ADMINISTRATION CHARGE TOTALING 3,257,500 EUROS (APPROXIMATELY $3,563,216 USD) ON MARCH 26, 2015.

Allegations: BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED ("BIM UK") IS REQUIRED TO REPORT TO THE SWEDISH FINANCIAL SERVICES AUTHORITY ("SFSA"), WITHIN A SPECIFIED TIME PERIOD, ITS HOLDINGS IN LISTED ISSUERS WHERE THOSE HOLDINGS CROSS A CERTAIN THRESHOLD ("NOTIFICATIONS"). ON MAY 5, 2017, AN EXTERNAL VENDOR WAS UNABLE TO PROVIDE ACCURATE DATA RESULTING IN APPROXIMATELY A 5 MINUTE DELAY IN BIM UK'S SUBMISSION OF CERTAIN SHORT SELLING NOTIFICATIONS TO THE SFSA. THE SFSA WAS INFORMED IN ADVANCE OF THE FILING DEADLINE OF THE LIKELIHOOD OF A DELAY TO THE SUBMISSION OF CERTAIN SHORT SELLING NOTIFICATIONS. IN SEPTEMBER 2017, BIM UK RESPONDED TO AN INQUIRY FROM THE SFSA REGARDING THE LATE SUBMISSION ON MAY 5, 2017 OF SHORT SELLING NOTIFICATIONS FOR THREE LISTED ISSUERS (I.E., BYGGMAX GROUP AB, JM AB AND MYCRONIC AB). THAT RESPONSE EXPLAINED THE CIRCUMSTANCES AND NOTED THAT THE ISSUE AROSE AS A RESULT OF INACCURATE DATA RECEIVED FROM AN EXTERNAL DATA VENDOR. THE SWEDISH FSA TOOK A STRICT APPROACH TO THE INTERPRETATION OF THE REQUIREMENT TO SUBMIT THE NOTIFICATIONS ON TIME AND IMPOSED A SPECIAL FEE ON BIM UK FOR EACH OF THE THREE LATE NOTIFICATIONS. Status: Final Sanction Detail: ON MAY 31, 2018, BIM UK LIMITED RECEIVED THREE LETTERS IMPOSING A SPECIAL FEE FOR EACH OF THE LATE SHORT SELLING NOTIFICATIONS. INVOICE(S) TOTALING 17,300 SEK (APPROXIMATELY $2020 USD) WERE RECEIVED ON AUGUST 21, 2018 FOR THE SPECIAL FEE(S). Summary: BIM UK PAID THE SPECIAL FEE TO THE SFSA ON SEPTEMBER 20, 2018.

Allegations: BAFIN (THE GERMAN FINANCIAL REGULATOR) REACHED A DECISION AGAINST BIM UK FOR APPROXIMATELY 180 INCORRECT THRESHOLDS FILINGS BETWEEN AUGUST 2018 AND OCTOBER 2018 FOLLOWING BREXIT RESTRUCTURING. Status: Final Sanction Detail: DECISION TO IMPOSE A 744.000 EURO ($801,000 USD) SANCTION AGAINST BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED WHICH WAS PAID ON MAY 11, 2020. Summary: ON APRIL 20, 2020 BAFIN (THE GERMAN FINANCIAL REGULATOR) REACHED A DECISION TO IMPOSE A SANCTION OF 744.000 EURO ($801,000 USD) AGAINST BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED FOR APPROXIMATELY 180 INCORRECT THRESHOLDS FILINGS BETWEEN AUGUST 2018 AND OCTOBER 2018 FOLLOWING BREXIT RESTRUCTURING. THRESHOLD INFORMATION EPORTED AT THE AGGREGATE BLACKROCK, INC. LEVEL WAS CORRECT, AND THE MARKET WAS NOT MISLED. THE SANCTION WAS PAID ON MAY 11, 2020.

Allegations: FAILURE TO COMPLY WITH CERTAIN REGULATIONS APPLICABLE TO THE MANAGEMENT OF MUTUAL FUNDS AND THE PROVISION OF INVESTMENT ADVISORY SERVICES IN BLACKROCK'S MEXICO CITY OFFICE. Status: Final Sanction Detail: PAYMENT OF FINE APPROXIMATELY $164,000 (MNX $2,957,150) Summary: ON JULY 12, 2024, THE COMISIÓN NACIONAL BANCARIA Y DE VALORES ("CNBV") IMPOSED A FINE OF APPROXIMATELY $164,000 (MNX $2,957,150) REGARDING THE FIRM'S COMPLIANCE WITH CERTAIN REGULATIONS APPLICABLE TO THE MANAGEMENT OF MUTUAL FUNDS AND THE PROVISION OF INVESTMENT ADVISORY SERVICES IN BLACKROCK'S MEXICO CITY OFFICE. SPECIFICALLY, THE CNBV FOUND THAT THE REGISTRATIONS OF 4 BLACKROCK SALES REPRESENTATIVES WERE ASSOCIATED WITH INCORRECT BLACKROCK ENTITIES AND THAT BLACKROCK MEXICO'S PUBLIC WEBSITE DID NOT GIVE NOTICE TO USERS WHEN USERS WERE REDIRECTED TO THIRD PARTY WEBSITES. PAYMENT OF FINE WAS SUBMITTED TO THE CNBV ON AUGUST 2, 2024.

Allegations: ON DATES IN 2017 AND IN 2018, BLACKROCK, INC. WAS LATE IN MAKING CERTAIN THRESHOLD FILINGS WITH THE SWISS REGULATOR. THESE LATE FILINGS WERE CAUSED BY TWO SEPARATE ISSUES: (1) INCORRECT SHARE ISSUE INFORMATION PROVIDED TO BLACKROCK BY ITS THIRD PARTY VENDOR; AND, (2) BLACKROCK'S OUTGOING EMAIL QUARANTINE SYSTEM INCORRECTLY QUARANTINING THRESHOLD INFORMATION EMAILS FROM BLACKROCK TO THE SWISS REGULATOR. Status: Final Sanction Detail: THE SWISS FEDERAL DEPARTMENT OF FINANCE IMPOSED A SETTLEMENT SUM OF CHF 50,000. BLACKROCK, INC. PAID THE FEE ON APRIL 22, 2022 Summary: BLACKROCK, INC. PAID SETTLEMENT SUM OF CHF 50,000 ON APRIL 22, 2022.

Allegations: ON OCTOBER 24, 2023, THE SEC ANNOUNCED AN AGREEMENT WITH BLACKROCK ADVISORS, LLC ("BAL") TO SETTLE FINDINGS RELATING TO MISSTATEMENTS IN ANNUAL AND SEMI-ANNUAL REPORTS OF A MUTUAL FUND FOR WHICH BAL SERVES AS THE REGISTERED INVESTMENT ADVISER. THE SEC FOUND THAT THE REPORTS INACCURATELY DESCRIBED THE INTEREST RATE AND INDUSTRY CLASSIFICATION OF A LENDING FACILITY WITH A PRIVATELY HELD ENTITY IN WHICH THE MUTUAL FUND INVESTED. WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, BAL AGREED TO THE ENTRY OF AN ADMINISTRATIVE ORDER CONTAINING FINDINGS THAT BAL VIOLATED SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-8 THEREUNDER AND SECTION 34(B) OF THE INVESTMENT COMPANY ACT OF 1940. Status: Final Sanction Detail: ON OCTOBER 24, 2023, THE SEC ANNOUNCED AN AGREEMENT WITH BLACKROCK ADVISORS, LLC ("BAL") TO SETTLE FINDINGS RELATING TO MISSTATEMENTS IN ANNUAL AND SEMI-ANNUAL REPORTS OF A MUTUAL FUND FOR WHICH BAL SERVES AS THE REGISTERED INVESTMENT ADVISER. THE SEC FOUND THAT THE REPORTS INACCURATELY DESCRIBED THE INTEREST RATE AND INDUSTRY CLASSIFICATION OF A LENDING FACILITY WITH A PRIVATELY HELD ENTITY IN WHICH THE MUTUAL FUND INVESTED. WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, BAL AGREED TO THE ENTRY OF AN ADMINISTRATIVE ORDER CONTAINING FINDINGS THAT BAL VIOLATED SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-8 THEREUNDER AND SECTION 34(B) OF THE INVESTMENT COMPANY ACT OF 1940. BAL PAID THE $2.5 MILLION CIVIL MONEY PENALTY ON OCTOBER 30, 2023. BAL DOES NOT EXPECT THE RESOLUTION OF THIS MATTER TO HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL RESULTS OR OPERATIONS. Summary: ON OCTOBER 24, 2023, THE SEC ANNOUNCED AN AGREEMENT WITH BLACKROCK ADVISORS, LLC ("BAL") TO SETTLE FINDINGS RELATING TO MISSTATEMENTS IN ANNUAL AND SEMI-ANNUAL REPORTS OF A MUTUAL FUND FOR WHICH BAL SERVES AS THE REGISTERED INVESTMENT ADVISER. THE SEC FOUND THAT THE REPORTS INACCURATELY DESCRIBED THE INTEREST RATE AND INDUSTRY CLASSIFICATION OF A LENDING FACILITY WITH A PRIVATELY HELD ENTITY IN WHICH THE MUTUAL FUND INVESTED. WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, BAL AGREED TO THE ENTRY OF AN ADMINISTRATIVE ORDER CONTAINING FINDINGS THAT BAL VIOLATED SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-8 THEREUNDER AND SECTION 34(8) OF THE INVESTMENT COMPANY ACT OF 1940. BAL PAID THE $2.5 MILLION CIVIL MONEY PENALTY ON OCTOBER 30, 2023. BAL DOES NOT EXPECT THE RESOLUTION OF THIS MATTER TO HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL RESULTS OR OPERATIONS.

Allegations: ACCORDING TO THE SEC ORDER, GIM (I) DID NOT OFFSET FROM APPLICABLE MANAGEMENT FEES ELIGIBLE FEES PAID TO IT BY A FUND PORTFOLIO COMPANY, (II) DID NOT OFFSET FROM APPLICABLE MANAGEMENT FEES THE FULL AMOUNT IT OWED A FUND'S LIMITED PARTNERS IN CONNECTION WITH ELIGIBLE FEES IT COLLECTED FROM A FUND PORTFOLIO COMPANY AND (III) INCLUDED INCONSISTENT PROVISIONS CONCERNING THE MANAGEMENT FEE CALCULATION METHODOLOGY IN THE OFFERING AND GOVERNING DOCUMENTS FOR TWO FUNDS. IN ADDITION, THE SEC ORDER FOUND THAT GIM DID NOT ADOPT AND IMPLEMENT WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED TO PREVENT THE ABOVE VIOLATIONS OF THE ADVISERS ACT. Status: Final Sanction Detail: THE PENALTY AMOUNT OF $4,500,000 WAS PAID ON DECEMBER 20, 2021. Summary: THE SEC ADMINISTRATIVE ORDER IS FINAL. THE CIVIL PENALTY WAS PAID WITHIN 10 DAYS OF THE ENTRY OF THE ORDER.

Allegations: ON APRIL 20, 2015, THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ANNOUNCED AN AGREEMENT WITH MR. BATTISTA, TO SETTLE FINDINGS THAT MR. BATTISTA CAUSED A VIOLATION OF SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-7 THEREUNDER, THAT CAUSED A VIOLATION OF RULE 38A-1 OF THE INVESTMENT COMPANY ACT OF 1940. Status: Final Sanction Detail: PER THE SETTLEMENT, MR. BATTISTA IS TO PAY A $60,000 CIVIL MONEY PENALTY. Summary: ON APRIL 20, 2015, WITHOUT ADMITTING OR DENYING ANY WRONGDOING, MR. BATTISTA AGREED TO THE ENTRY OF AN ADMINISTRATIVE ORDER TO SETTLE CHARGES THAT THAT MR. BATTISTA CAUSED A VIOLATION OF SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-7 THEREUNDER, THAT CAUSED A VIOLATION OF RULE 38A-1 OF THE INVESTMENT COMPANY ACT OF 1940. MR. BATTISTA IS TO PAY A $60,000 CIVIL MONEY PENALTY.

Allegations: THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") FOUND THAT A HISTORIC VERSION OF BLACKROCK INC.'S ("BLACKROCK") FORM EMPLOYEE SEPARATION AND RELEASE AGREEMENT ("AGREEMENT") VIOLATED DODD FRANK'S WHISTLEBLOWER PROVISIONS, (RULE 21F-17 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934). THE AGREEMENT, WHICH WAS IN USE BETWEEN OCTOBER 2011 AND MARCH 2016, DID NOT PROHIBIT FORMER EMPLOYEES FROM REPORTING ALLEGED WRONGDOING TO THE SEC. HOWEVER, EMPLOYEES WHO ACCEPTED A VOLUNTARY SEPARATION PAYMENT FROM BLACKROCK WAIVED THEIR RIGHT TO RECOVER A MONETARY REWARD FROM THE SEC IN CONNECTION WITH ITS WHISTLEBLOWING PROGRAM. BLACKROCK STOPPED USING THE AGREEMENT AT ISSUE BEFORE BEING CONTACTED BY THE SEC AND THE SEC WAS UNAWARE OF ANY INSTANCES IN WHICH FORMER BLACKROCK EMPLOYEES WERE PREVENTED FROM COMMUNICATING WITH THE SEC. Status: Final Sanction Detail: BLACKROCK PAID THE $340,000 CIVIL MONETARY PENALTY ON JANUARY 25, 2017. Summary: ON JANUARY 17, 2017, BLACKROCK INC. REACHED AN AGREEMENT WITH THE SEC TO RESOLVE ALLEGATIONS THAT A HISTORIC VERSION OF BLACKROCK'S FORM EMPLOYEE SEPARATION AND RELEASE AGREEMENT ("AGREEMENT") VIOLATED DODD FRANK'S WHISTLEBLOWER PROVISIONS, (RULE 21F-17 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934). THE SETTLEMENT WITH THE SEC INCLUDED A $340,000 PAYMENT, WHICH WAS PAID ON JANUARY 25, 2017. BLACKROCK ALSO AGREED TO NOTIFY FORMER EMPLOYEES WHO SIGNED AN AGREEMENT TO ADVISE THEM THAT BLACKROCK DOES NOT PREVENT FORMER EMPLOYEES FROM COLLECTING A MONETARY AWARD FOR REPORTING INFORMATION TO THE SEC UNDER ITS WHISTLEBLOWER PROGRAM.

Allegations: THE ORDER SPECIFICALLY CONCERNS THE ISHARES MSCI RUSSIA CAPPED ETF (""RUSSIA FUND ETF""), MANAGED BY BLACKROCK FUND ADVISORS (""BFA"") AND WHETHER IT WAS COVERED BY EXISTING EXEMPTIVE RELIEF GRANTED BY SECURITIES AND EXCHANGE COMMISSION (""SEC""). IN 2010, THE RUSSIA FUND ETF BEGAN SELLING ITS SHARES AS THE ONLY SERIES OF SHARES OF ISHARES MSCI RUSSIA CAPPED ETF, INC. (""RUSSIA FUND COMPANY""). THE RUSSIA FUND COMPANY DID NOT HAVE THE REQUIRED EXEMPTIVE RELIEF UNTIL JANUARY 2015. ACCORDINGLY, BY OPERATING THE RUSSIA FUND ETF FROM DECEMBER 2010 TO JANUARY 2015, BFA CAUSED THE RUSSIA FUND COMPANY TO VIOLATE THE INVESTMENT COMPANY ACT. Status: Final Sanction Detail: A CIVIL MONETARY PENALTY IN THE AMOUNT OF $1,500,000 WAS PAID ON APRIL 28, 2017" Summary: ON APRIL 25, 2017, BFA REACHED AN AGREEMENT WITH THE SEC RESOLVING THE MATTER REGARDING THE RUSSIA FUND ETF. BFA, WHICH DID NOT ADMIT OR DENY ANY OF THE SEC'S FINDINGS, AGREED TO RESOLVE THE MATTER FOR A CIVIL MONETARY PENALTY OF $1,500,000.