By clicking "Accept", you acknowledge that you have read and understand the terms and conditions below (“Terms”).  Your employer and/or, as relevant, the organization or principal that you represent or are using the system on behalf of (the "Umbrella User") has previously agreed and accepted these Terms through the execution of an access form. You, as an "Authorised User" (defined below in clause 5(b) of these Terms), agree (i) to act at all times in a manner that is consistent with these Terms (including following any variation to these Terms as provided herein) and to not cause the Umbrella User to breach any provision within the Terms or any variation thereto, (ii) that you have read all acknowledgements and representations made by the Umbrella User in these Terms, and (iii) that you are acting on behalf of, or for, the Umbrella User and not in your personal capacity. 

TERMS AND CONDITIONS OF USE OF CACHEMATRIXTM BY BLACKROCK 

  1. Introduction to Cachematrix by BlackRock and scope of services

Cachematrix by BlackRock (the “Site”) is an online platform made available to "Umbrella Users". The Site will enable Umbrella Users (through their respective Authorised Users) to enter subscription and redemption requests for shares or units or other interests (for ease of reference, referred to as "Shares" in these Terms) in a range of funds, including money market funds, with those funds or their agents. 

The Site will display information provided by or on behalf of the funds that are made available on the Site from time to time (the “Funds”), and will also display certain analytics (including the ability to compare information about the Funds) based on underlying information provided by the Funds or their agents (or other relevant service providers). 

THE ONLY SERVICE OFFERED BY THE SITE OPERATOR (DEFINED IN CLAUSE 2, BELOW) BY ALLOWING THE UMBRELLA USER'S AUTHORISED USERS TO USE THE SITE AND ENABLING THEM TO ENTER SUBSCRIPTION AND REDEMTION REQUESTS WITH THE FUNDS WITH WHICH THE UMBRELLA USER ALREADY HAS AN ACCOUNT IS THE RECEPTION AND TRANSMISSION OF CLIENT subscription and redemption requests FOR SHARES IN THE FUNDS. WHERE YOUR SITE OPERATOR IS BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED OR BLACKROCK (NETHERLANDS) B.V., THE REGULATED SERVICE OFFERED BY THE SITE OPERATOR BY ALLOWING THE UMBRELLA USER'S AUTHORISED USERS TO USE THE SITE AND ENABLING THEM TO ENTER SUBSCRIPTION AND REDEMPTIONS REQUESTS IS THE RECEPTION AND TRANSMISSION OF CLIENT ORDERS. 

THE SITE OPERATOR IS THE PROVIDER OF THIS SERVICE AND NONE OF ITS SUBSIDIARY COMPANIES OR AFFILIATES (INCLUDING, WITHOUT LIMITATION, CACHEMATRIX SOFTWARE SOLUTIONS, LLC) ARE PROVIDING OR WILL PROVIDE RECEPTION AND TRANSMISSION OF CLIENT SUBSCRIPTION AND REDEMPTION REQUESTS OR ANY OTHER REGULATED SERVICE OR ACTIVITY (INCLUDING THE RECEPTION AND TRANSMISSION OF CLIENT ORDERS). 

THE SITE OPERATOR WILL NOT BE A COUNTERPARTY TO ANY TRADE OR TRANSACTION IN SHARES (WHETHER AS AGENT OR PRINCIPAL) IN FUNDS IN ITS CAPACITY AS OPERATOR OF THE SITE. THE UMBRELLA USER WILL BE THE COUNTERPARTY TO ANY TRADES OR TRANSACTIONS IN SHARES IN FUNDS (WHETHER AS PRINCIPAL OR AGENT FOR AN UNDERLYING CLIENT) AND THE SITE OPERATOR OR ANY AFFILIATE WILL NOT ACT AS AGENT TO THE UMBRELLA USER OR ANY AUTHORISED USER (UNLESS OTHERWISE AGREED IN WRITING), AND NO SUCH TRADES OR TRANSACTIONS WILL BE FOR THE ACCOUNT OF THE SITE OPERATOR. 

ANY TRADE OR TRANSACTION IN SHARES IN FUNDS WILL BE GOVERNED BY THE TERMS OF THE RELEVANT PROSPECTUS AND CONSTITUTIVE DOCUMENTATION OF THE FUND, AND THE SITE OPERATOR WILL HAVE NO OBLIGATIONS OR RESPONSIBILITIES IN RELATION TO THE DISCHARGE OF THE OBLIGATIONS OF ANY PARTIES TO THOSE TRADES OR TRANSACTIONS. 

BY ENTERING INTO THESE TERMS FOR USE OF THE SITE FOR INVESTMENT PURPOSES, ANY PRIOR LICENCE AND ACCESS TO THE  BLACKROCK LIQUIDITY ONLINE SITE IS HEREBY TERMINATED AND REPLACED WITH ACCESS TO THIS SITE PURSUANT TO THESE TERMS. 

BY USING THE SITE, THE UMBRELLA USER ACKNOWLEDGES IT HAS READ THESE TERMS AND AGREES TO BE BOUND BY THEM, AND FURTHER AGREES TO PROCURE THAT EACH AUTHORISED USER WILL ACT CONSISTENTLY WITH THESE TERMS AND NOT CAUSE THE UMBRELLA USER TO BREACH ANY PROVISON OF THESE TERMS, IN EACH CASE INCLUDING ANY MODIFICATIONS TO THESE TERMS PURUSANT TO CLAUSE 4(B) BELOW. IF THE UMBRELLA USER DOES NOT AGREE TO ALL OF THESE TERMS THE UMBRELLA USER SHOULD NOT USE THE SITE AND SHOULD NOT PERMIT AUTHORISED USERS TO USE THE SITE. 

  1. Site Operators 

BlackRock Investments, LLC is the “Site Operator” if the Umbrella User is in the United States. 

Unless there has been a No Deal Brexit Event (defined below), BlackRock Investment Management (UK) Limited is the "Site Operator" in respect of services received under these Terms by any permanent presence or establishment of the Umbrella User situated outside the United States where that Umbrella User submits subscription or redemption requests for Funds situated outside the United States.  

In the event that the United Kingdom leaves the European Union without entering into an arrangement with the European Union which BlackRock Investment Management (UK) Limited determines permits BlackRock Investment Management (UK) Limited to offer and provide the financial services, including the investment services within the meaning of EU Directive 2014/65/EU on markets in financial instruments (including any related delegated or implementing legislation under EU or national implementing laws, and as may be amended, modified or supplemented from time to time), required to operate the Site for use by clients in the European Union, or if BlackRock Investment Management (UK) Limited otherwise determines that any arrangement with the European Union makes it impractical or uncommercial for BlackRock Investment Management (UK) Limited to offer or provide those services (a “No Deal Brexit Event”), then the “Site Operator” that operates and makes the Site available from time to time, from the effective date of the No Deal Brexit Event (or such earlier date as may be notified to the Umbrella User), is: 

(i) BlackRock Investment Management (UK) Limited in respect of services received under these Terms by any permanent presence or establishment of the Umbrella User situated outside of the European Economic Area (except in respect of services received to any permanent presence or establishment of the Umbrella User situated in the United States) where that Umbrella User submits subscription and redemption requests for Funds situated outside the United States; and

(ii) BlackRock (Netherlands) B.V. in respect of services received under these Terms by any permanent presence or establishment of the Umbrella User situated in the European Economic Area where that Umbrella User submits subscription and redemption requests for Funds situated outside the United States. 

BlackRock Investment Management (UK) Limited will notify the Umbrella User if there has been a No Deal Brexit Event by posting a notification on the Site that will be viewable by Authorised Users. 

In these Terms, references to the "United Kingdom" or "UK" as a jurisdiction distinct from the "European Economic Area" or "EEA" should be read as being applicable only in the event of a No Deal Brexit Event. 

  1. Pre-Contractual Disclosures if the Umbrella User is based in European Economic Area or UK 

If the Umbrella User is based in the European Economic Area or the UK, use of the Site is only permitted once the Umbrella User has reviewed and accepted the following disclosures, which are required under: (i) EU Directive 2014/65/EU on markets in financial instruments (including any related delegated or implementing legislation under EU or national implementing laws); or (ii) (with respect to the UK, and including if there is a No Deal Brexit Event) any relevant laws, regulations or rules under which Directive 2014/65/EU or its implementing legislation is transposed or incorporated (in whole or in part and whether or not amended) into UK law; in each case as the same may be amended, modified or supplemented from time to time (collectively being referred to  as "MiFID II"): 

COSTS & CHARGES DISCLOSURES DOCUMENT

(as updated from time to time)

https://www.blackrock.com/cash/literature/policies/blackrock-online-emea-costs-and-charges-illustration.pdf 

For costs and charges of Funds not found in the above link, please contact the relevant product manufacturer or refer to the product manufacturer’s website(s) for details. 

SUPPLEMENTAL DISCLOSURES DOCUMENT

(as updated from time to time)

The Supplemental Disclosures Document has been provided to the Umbrella User separately.  This document is relevant to the services provided by the European based Site Operators to the Umbrella Users.  It also contains information relevant to certain BlackRock funds that are made available on the Site; for information about other Funds, please contact the relevant product manufacturer or refer to the product manufacturer’s website(s) for details. 

The Supplemental Disclosures Document also contains information about the BlackRock Execution and Order Placement Policy which may be relevant in certain instances. 

(together, the “Pre-Contractual Disclosure Documents”). 

BY ENTERING INTO THESE TERMS, THE UMBRELLA USER ACKNOWLEDGES THAT IT HAS CAREFULLY READ AND UNDERSTOOD THE CONTENTS OF THE PRE-CONTRACTUAL DISCLOSURE DOCUMENTS. IT ALSO REPRESENTS THAT AS OF THE DATE OF PLACING ANY subscription and redemption requests BY USING THE SITE THROUGH ITS AUTHORISED USERS, IT HAS REVIEWED THE THEN CURRENT PRE-CONTRACTUAL DISCLOSURE DOCUMENTS. 

  1. Important Notices and Acknowledgements 

a. Where the Umbrella User is acting on behalf of an underlying client when it places subscription and redemption requests for Shares in Funds, the Site Operator will treat the Umbrella User (and not the Umbrella User's underlying client) as its client. 

b. BlackRock, Inc., its subsidiary companies, including the Site Operators and each of their affiliates, agents, officers, directors and employees (collectively “BlackRock”) reserve the right to change, modify, add or remove portions of these Terms at any time for any reason and without the consent of the Umbrella User or any Authorised User. Such changes shall be effective immediately upon posting on the Site. BlackRock suggests that the Umbrella User and its Authorised Users review these Terms periodically for changes. 

c. These Terms contain warranty and liability disclaimers. By using the Site the Umbrella User, and each Authorised User, accepts and agrees to these Terms as may be modified by BlackRock from time to time pursuant to clause 4(b) above without any reservations, modifications, additions, or deletions. The Umbrella User and Authorised Users may be denied access to the Site, with or without prior notice, if they do not comply with any provision of these Terms. 

d. Nothing contained on the Site constitutes tax, accounting, regulatory, legal, insurance or investment advice. Decisions based on information contained on the Site are the sole responsibility of Umbrella Users and their Authorised Users. Nothing contained on the Site is or constitutes a recommendation (express or implied) or advice (express or implied) to make any investment decision. The Site does not recommend or promote any of the Funds and the inclusion of any given Fund(s) on the Site is not an endorsement, recommendation or promotion of that Fund/those Funds. BlackRock will not publish any investment research or advice on the Site, and nothing contained on the Site is or constitutes investment research or advice

e. BlackRock's sole responsibility hereunder is to provide the Site pursuant to these Terms. The Umbrella User (acting through its Authorised Users) will be solely responsible for any judgements relating to subscription and redemption requests (accordingly, BlackRock will not be responsible and will not have any liability for any actions or inactions of or conclusions drawn by any Authorised User with respect to any matter, whether or not based to any extent on the Site and/or the information provided therein). BlackRock is not acting in a fiduciary capacity, is not acting as agent of the Umbrella User or any Authorised User, is not serving as an investment advisor and is not making any recommendations (including based on the analyses or system tools provided on the Site). 

f. The Umbrella User acknowledges and agrees that access and use of the Site does not constitute any offer to buy or sell any financial products, and does not constitute any solicitation to buy or sell any financial products. The Umbrella User acknowledges and agrees that the Site Operator in its capacity as operator of the Site does not make any offer to buy or sell any financial products, and will not make any solicitation to buy or sell any financial products. 

g. In exchange for using the Site and giving access to the Umbrella Users and its Authorised Users, the Umbrella User shall provide the indemnifications set out in clause 17. 

h. The Umbrella User understands and will procure that each Authorised User understands that the Site may rely on certain assumptions and judgements, such as with respect to the relationship among market risk factors and the Funds. Any analyses, models, and methodologies, and related system tools on the Site are generally based on observations of past market behaviour that may not hold true in the future. Such assumptions may not cover all aspects of, or risks inherent in, any holdings of the Umbrella User, the Funds, and calculation scenarios. 

i. All information about the Funds (including information related to the placing of subscription and redemption requests) and related documentation (including but not limited to prospectuses, other constitutive documents, and information on performance) displayed on the Site is provided by the Funds or their agents, and BlackRock is not responsible or liable for (a) the accuracy or completeness (including whether documents or information are up to date) of the information or documents provided in relation to those Funds or (b) any inaccuracy or incompleteness of any analyses, chart or other similar output on the Site caused by any inaccuracy or incompleteness in the underlying information or documents provided to BlackRock by any Fund or their agent (or by a failure of the same to provide any updated documents or information to BlackRock in a timely fashion or in the required format). 

j. Furthermore, the Umbrella User acknowledges that not all Funds may lend themselves to explicit analytically derived risk measures. As such, risk analyses and calculations performed on the Site are based on information BlackRock deems to be reliable, but BlackRock cannot and does not guarantee their accuracy or completeness. The Umbrella User acknowledges that significant professional disagreement exists regarding the accuracy and validity of these types of analyses and methodologies, and that there is no assurance that the analyses and methodologies used by BlackRock or provided by BlackRock are or will be appropriate for the Umbrella User or any Authorised User. 

k. Each Fund (including its manager and transfer agent) retains the right to (i) reject, for any reason or no reason, any request for subscription made through the Site, and (ii) reject or delay the satisfaction of redemption requests in accordance with the terms of its prospectus. 

l. BlackRock reserves the right to refuse to provide any Funds on the Site at any time, and to refuse access to or use of the Site to anyone at any time. 

m. The Umbrella User represents and agrees that it will not allow an Authorised User based outside the jurisdiction in which the Umbrella User is situated to use the Site without the prior written consent of the Site Operator, except in the case of an EEA company where the Authorised User uses the Site from the jurisdiction in which the Umbrella User has an EEA branch. 

  1. Authorised Users 

a. The Umbrella User will procure that all of its employees, contractors, officers and agents who access the Site, or other persons who access the Site on its behalf, including for the sake of clarity any of its Authorised Users, comply with and at all times will act in a manner consistent with these Terms. The Umbrella User shall be responsible for the failure of any such person to do so. 

b. The Umbrella User will specify to the Site Operator in a form prescribed by the Site Operator the natural persons whom the Umbrella User wishes to have access to the Site in order to use the Site on the Umbrella User's behalf. Once the Site Operator(s) has issued the Security Information (defined below) in respect of any such person, that person will be an "Authorised User". 

c. The Site Operator will provide the Authorised Users with Access IDs and Security Passwords (collectively, “Security Information”). The Umbrella User may not obtain unauthorised access to the Site, or to any other protected materials or information, through any means not intentionally made available by BlackRock for the Umbrella User's specific use. The Umbrella User understands that it shall be solely responsible for all subscription and redemption requests and information (and the use of the information) transmitted through the Site using any Security Information provided to the Umbrella User or its Authorised Users. BlackRock is not obligated to inquire as to the authority or accuracy of, and will not be liable for any loss, expense or other liability arising out of, instructions transmitted through the Site using any Security Information provided to the Umbrella User or its Authorised Users. The Umbrella User expressly agrees that the use of the Site, including the transmission and storage of any information through such use of the Site, is at the Umbrella User's sole risk and responsibility. The Umbrella User will be responsible for the security and proper use of Security Information. The Umbrella User will notify the Site Operator immediately if it becomes aware of any disclosure, loss, theft or unauthorised use of any Security Information. The Site Operator reserves the right to suspend or withdraw Security Information at any time if it considers that there has been or there is likely to be a breach of security and/or this clause 5.  

d. Accuracy. The Umbrella User is responsible for verifying the accuracy and receipt of all information transmitted via the Site and for immediately notifying the Site Operator of any errors, or inaccuracies or changes relating to information transmitted via the Site. 

  1. Placement of Subscription and Redemption Requests 

a. The Umbrella User understands that subscription and redemption requests are transmitted through the Site and that the online acknowledgments or other messages that appear on the screen of an Authorised User for subscription and redemption requests being entered do not mean that subscription or redemption requests have been received, accepted or rejected by the Funds or their agents unless and until the Funds or their agents have provided the Umbrella User with a written or electronically printable confirmation and confirmation number. All subscription and redemption requests will be deemed to have been made in the form received by the Funds or their agents. The Umbrella User is (through its Authorised Users) responsible for verifying the accuracy and receipt of all information transmitted via the Site and for immediately notifying the Funds of any errors or inaccuracies relating to information transmitted via the Site. 

b. As a condition of accessing or using the Site for subscription and redemption requests, the Umbrella User shall notify the Site Operator if: (i) a subscription or redemption request has been placed through the Site and an accurate acknowledgement has not been received (i.e. written or electronic printable confirmation with a confirmation number); (ii) an acknowledgement has been received (whether through hard copy, electronic or verbal means) of an execution of a subscription or redemption request that an Umbrella User acting through its Authorised User did not place; (iii) there is a discrepancy between any subscription or redemption request and the information reflected in a confirmation or account statement; or (iv) the Umbrella User or any Authorised User becomes aware of any unauthorised use of any Security Information. As a condition of using the Site to access account information, and/or to place subscription or redemption requests, the Umbrella User shall notify the Site Operator if it becomes aware of any unauthorised use of the Site. 

c. It is acknowledged and agreed that the Umbrella User will be required to open an account with the transfer agent (or relevant service provider) for the relevant Funds in which the Umbrella User would like to place subscription or redemption requests for Shares using the Site. The Umbrella User will open an account with the transfer agent (or relevant service provider) by submitting the relevant account opening form to the Fund or transfer agent directly, outside the Site environment. 

d. BlackRock will rely on the Funds or its agents to provide account number(s) (for the account(s) with the transfer agents) to BlackRock and/or to verify account number(s) that are provided to BlackRock by the Umbrella User, which will enable the Site Operator to make the corresponding Funds available for Umbrella Users to place subscription or redemption requests with the transfer agents of those Funds on the Site. It is the responsibility of the Umbrella User to confirm that the account numbers associated with their Access ID on the Site are accurate. BlackRock accepts no responsibility or liability for or in connection with any incorrect account information supplied to it from the Funds or their agents. 

e. The Site will display the cut-off times to place subscription or redemption requests for Shares for each Fund, to the extent that information is provided to the Site Operator by the Funds or their agents. BlackRock accepts no responsibility for or liability in connection with the accuracy of that information, and is not liable to the Umbrella User (or any Authorised User) if it misses the cut-off time because the information supplied to the Site Operator is incorrect. 

f. The Umbrella User (through its Authorised Users) is responsible for monitoring the cut-off times and other information and conditions in relation to placing subscription or redemption requests for Shares in the Funds, which are available on the Site. The Umbrella User acknowledges and agrees that subscription or redemption requests for Shares in Funds that are submitted shortly before the cut-off time may not be transmitted in time or may not be accepted by the Fund. The Site Operator will not usually place a subscription or redemption request if such subscription or redemption request is placed on or after the relevant cut-off time for a Fund. BlackRock, in any event, is not responsible for any subscription or redemption request being rejected or for the receipt by a Fund of any subscription or redemption request after the cut-off time where that subscription or redemption requests was placed on, after or shortly before the cut-off time notified on the Site. Each Fund has the right to reject any subscription or redemption request for Shares for any reason. 

g. Before placing any subscription or redemption request, the Umbrella User will ensure, and will procure that each Authorised User will ensure, using the Fund documentation (including its prospectus and other constitutive documentation available on the Site), that the subscription or redemption requests are being placed from a jurisdiction in which the respective Fund can be offered and in which the Umbrella User is eligible to be an investor. 

  1. Auto-settlement 

a. The Umbrella User may separately agree with the Site Operator to automate settlement instructions for any subscription or redemption requests the Umbrella User places on the Site for Shares in any Funds. Where the Umbrella User agrees that the Site Operator will provide this service, the Site Operator will issue SWIFT M101, MT102 or MT103 (or other format as may be notified to the Umbrella User from time to time) to the Umbrella User's bank account, which account will be specified by the Umbrella User, to request settlement of the subscription or redemption requests if accepted by the Fund's transfer agent. 

  1. Licence to Use the Site 

a. Grant of licence. BlackRock grants to the Umbrella User and each of its Authorised Users a limited, non-exclusive, non-transferable licence (revocable at any time and for any reason at the sole discretion of BlackRock) to access and use the Site to access the information and tools contained therein in accordance with these Terms. BlackRock reserves all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws.  Any use of the Site not specifically permitted under these Terms, or not intentionally made available by BlackRock, is strictly prohibited. 

b. Restrictions. The Umbrella User, and each of its Authorised Users, agrees that it will not use the Site: 

(i) to reproduce, transmit, display or distribute any information or data (including without limitation Third Party Data) from the Site (including copyrighted material) in any medium or via any method to any third party without BlackRock’s express written permission;

(ii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided on the Site, except for information pertaining to the Umbrella User's account holdings; 

(iii) to use automated scripts to collect information or data from or otherwise interact with the Site; and 

(iv) in any way that violates these Terms or applicable law.  

The Site is owned by BlackRock and is protected by copyright and other intellectual property laws and international treaty provisions. The Umbrella User, and each of its Authorised User, will not sublicence, assign, or transfer the licence or any other rights granted to the Umbrella User (or any of its Authorised Users) under these Terms, including any member name, account, or password.  Any attempt to sublicence, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of these Terms is null and void and may expose the Umbrella User to a claim for damages.  

c. Other Restrictions. The Umbrella User, and each of its Authorised Users,  agrees that it will not: (i) impersonate any person or entity or misrepresent its affiliation with any other person or entity; (ii) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, using any robot, intelligent agent, other automated device, script or manual process, or any other activity, save as expressly permitted under these Terms or which is a function intentionally included on the Site or provided by BlackRock, with the purpose of searching, monitoring or  copying the Site or obtaining reports, data, information, content, software, products, lists of users or any other information; (iii) send unsolicited or unauthorised advertising or promotional materials (including "spam", "junk mail", "chain letters" or "pyramid schemes") via or using information obtained from the Site; or (iv) attempt to gain unauthorised access to other computer systems through the Site. 

The Umbrella User, and each of its Authorised Users, agrees that it will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other person’s use and enjoyment of the Site. 

d. Scope of licence 

The Umbrella User's, and each of its Authorised User’s licence to access and use the Site is restricted to the days and times that the Site Operator makes the Site available, and is subject to any planned or unplanned outages, whether or not notified to the Umbrella User or any of its Authorised Users. 

The Site Operator has absolute discretion and control over the Site, and may edit, modify or change the functionality, layout, Funds available, or other information available on, functionality of or format of the Site, in all cases in its absolute discretion.

e. The Umbrella User will procure that all of its employees, officers and agents or other persons acting on the Umbrella User's behalf that access the Site, in each case including any of its Authorised Users, are aware of and will act at all times in a manner consistent with the provisions of this clause 8. 

  1. Intellectual Property Rights 

The Umbrella User, and each of its Authorised Users, acknowledges that BlackRock owns or has a licence to all title and intellectual property rights in and to the content provided on the Site.  All title and intellectual property rights in and to any licensed content provided on the Site is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. Accordingly, the Umbrella User, and each of its Authorised Users, may not copy, distribute, modify, post, frame or "deep link" the Site, including any text, graphics, video, audio, software code, user interface design or logos. The Umbrella User and each of its Authorised User, may download material displayed on the Site solely for the Umbrella User's internal investment and administrative purposes, provided the Umbrella User, and each of its Authorised Users, also retains all copyright and other proprietary notices contained on the materials. Except as permitted in the immediately preceding sentence, the Umbrella User, and each of its Authorised Users, may not distribute, modify, transmit, reuse, repost, or use the content of the Site other than strictly for the purpose for which the Umbrella User, and each of its Authorised User, has any required licence, as contemplated hereunder. Neither the Umbrella User, nor any of its Authorised Users, acquires any ownership or other rights to any content, documents or other materials accessed or viewed through the Site. The posting of information, documents or materials on the Site does not constitute a waiver of any right in such information and materials. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any trade mark displayed on the Site without the written permission of BlackRock. The Umbrella User's, or any of its Authorised Users', use of the trade marks displayed on the Site, or any other content on the Site, except as expressly permitted herein, is strictly prohibited.  Images displayed on the Site are either the property of, or used with permission by, BlackRock. The use of these images by the Umbrella User, or anyone else authorised by the Umbrella User (including Authorised Users), is prohibited unless specifically permitted by BlackRock. Any unauthorised use of images or other content on the Site may violate copyright laws, trade mark laws, the laws of privacy and publicity, and communications regulations and statutes.  If the Umbrella User, or any of its Authorised Users, downloads any information from the Site, the Umbrella User, and each of its Authorised Users, agrees that it will not copy it or remove or obscure any copyright or other notices or legends contained in any such information. The Umbrella User represents, warrants and undertakes that none of its user information will infringe the intellectual property rights of any third party. 

  1. Trade marks and Third-Party Trade marks 

The Site may contain third-party trade marks, Site marks, graphics, and logos. Neither the Umbrella User, nor any of its Authorised Users, is granted any right or licence with respect to the BlackRock trade marks or the trade marks of any third party. 

  1. Privacy Policy 

Please review our Privacy Policy (available here: https://www.blackrock.com/corporate/compliance/privacy-policy) which describes the types of personal data that BlackRock may collect from the Umbrella User and any of its Authorised Users ("Personal Data"), how BlackRock uses Personal Data, the legal bases BlackRock has to process Personal Data and the steps BlackRock takes to preserve the security and integrity of  Personal Data. By accepting these Terms, the Umbrella User and each of its Authorised Users confirms that it has read the Privacy Policy and acknowledges that it applies to how BlackRock collects, handles, stores and protects Personal Data when the Umbrella User and each of its Authorised Users uses the Site. 

  1. Data or Other Information 

The Umbrella User, and each of its Authorised Users, represents and warrants that it has all rights necessary to provide the information and data entered into the Site by the Umbrella User and any of its Authorised Users. BlackRock (or its licensors) will retain ownership of all information and data generated by, or entered into the Site by the Umbrella User and any of its Authorised Users, including as pertains to the Umbrella User's, and any of its Authorised Users', use thereof. The Umbrella User, and each of its Authorised User, understands that BlackRock may retain, use and share with third parties such information and data, on an anonymised or aggregated basis, for business or other commercial purposes. The Umbrella User, and any of its Authorised Users, may provide to BlackRock, suggestions, comments, or other feedback (“Feedback”) with respect to the Sites. The Umbrella User, and each of its Authorised User, agrees that all Feedback is and shall be given entirely voluntarily. BlackRock shall be free to use any Feedback provided to it, without obligation or restriction of any kind on account of intellectual property rights or otherwise. 

  1. Third Party Data or Information 

The Umbrella User, and each of its Authorised User, acknowledges that certain data or information (collectively, “Third Party Data”) is provided by third parties (“Third Party Data Providers”). The Umbrella User and each of its Authorised User, acknowledges that certain Third Party Data Providers may have rights in the data or information forming part of or comprising the Site, and agree to comply with any restriction or condition imposed by Third Party Data Providers. As part of such compliance, the Umbrella User may be required to enter into a separate agreement with BlackRock or Third Party Data Providers in order to receive or to continue to receive such Third Party Data. The Umbrella User acknowledges that BlackRock is not responsible for Third Party Data provided by Third Party Data Providers and that the Umbrella User is solely responsible for its interactions with Third Party Data Providers. BlackRock reserves the right, but has no obligation, to monitor disputes between the Umbrella User and Third Party Data Providers. 

  1. Confidentiality 

Information obtained by the Umbrella User and/or any of its Authorised Users through its use of the Site and information disclosed directly to the Umbrella User and/or any of its Authorised Users by BlackRock ("Confidential Information") shall be kept strictly confidential by the Umbrella User , and each of its Authorised User, and used solely for the purpose of interacting with the Site and the Umbrella User's own investment purposes in connection with the Site interaction. The Umbrella User, and each of its Authorised User, shall not  disclose any Confidential Information in whole or part, directly or indirectly, to any third party, provided that: 

(i) the Umbrella User may disclose Confidential Information to any of the Umbrella User's employees, permitted agents and professional advisors (who have a bona fide need to know) for the sole purpose of using the Site and the Umbrella User's own investment purposes in connection with such use of the Site; and 

(ii) Confidential Information shall not include information that: (a) was in the Umbrella User's lawful possession and without confidentiality restrictions before it was disclosed; (b) the Umbrella User obtains from a third party or which is otherwise in the public domain on an unrestricted basis other than through breach of these Terms or breach of any other obligation of confidentiality on the Umbrella User or the third party; (c) is developed by the Umbrella User independently of BlackRock and any information received by the Umbrella User from BlackRock; or (d) the Umbrella User is required to disclose in accordance with applicable law and regulation.  Where an Umbrella User discloses information that would be Confidential Information but for point (d) of this clause 14(ii), the Umbrella User will provide prior notice to the Site Operator (except where such notice is not permitted by or is otherwise inconsistent with obligations under applicable law or regulation). 

  1. Term; Termination

The Umbrella User and any of its Authorised Users may cease to use the Site at any time. These Terms, as amended from time to time, will remain effective and shall apply to the use of the Site by the Umbrella User and each of its Authorised User, until terminated. These Terms and the arrangements contemplated hereby may be terminated by the Umbrella User upon 30 days’ prior written notice to the relevant Site Operator(s) without liability to BlackRock at any time and for any reason.  These Terms and the arrangements contemplated hereby may be terminated by any relevant Site Operator with immediate effect without liability to BlackRock at any time and for any reason, in that Site Operator’s sole and exclusive discretion. Upon termination, the Umbrella User and each of its Authorised Users will also cease to have access to the Site. 

  1. Warranty Disclaimer and Limitation of Liability 

THE SITE, AND ALL MATERIALS, DATA (INCLUDING WITHOUT LIMITATION THIRD PARTY DATA), INFORMATION AND OTHER CONTENT, AS WELL AS ANY PRODUCTS AND WEBSITES PROVIDED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BLACKROCK DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BLACKROCK DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY OR COMPLETENESS OF THE INFORMATION, DATA (INCLUDING WITHOUT LIMITATION THIRD PARTY DATA), CONTENT, MATERIALS, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE SITE AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BLACKROCK EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS IN THE MATERIALS ON THE SITE AND FOR THE USE OR INTERPRETATION BY OTHERS OF INFORMATION CONTAINED ON THE SITE.

BLACKROCK DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, THAT THE INFORMATION AND TOOLS ON THE SITE WILL PRODUCE ANY PARTICULAR INVESTMENT OUTCOME FOR ANY PARTICULAR INVESTOR. BLACKROCK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, DATA (INCLUDING WITHOUT LIMITATION THIRD PARTY DATA), INFORMATION, OR CONTENT ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE UMBRELLA USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

UNDER NO CIRCUMSTANCES ARE THE SITE OPERATORS OR ANY BLACKROCK ENTITY (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES BLACKROCK, INC. AND ITS SUBSIDIARY COMPANIES, AND THE SITE OPERATORS) TO BE JOINTLY LIABLE. EACH SITE OPERATOR AND BLACKROCK WILL BE SEVERALLY LIABLE FOR ANY LIABILITY ARISING UNDER THIS AGREEMENT IN RESPECT OF THAT SITE OPERATOR OR ANY BLACKROCK ENTITY.

BLACKROCK (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES BLACKROCK, INC., ITS SUBSIDIARY COMPANIES AND THE SITE OPERATORS) IS NOT RESPONSIBLE FOR AND WILL BEAR NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO THE UMBRELLA USER (INCLUDING ANY OF ITS AUTHORISED USERS) OR ANY OTHER PARTY TO THESE TERMS, EVEN IF BLACKROCK HAS BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL BLACKROCK'S LIABILITY TO THE UMBRELLA USER (INCLUDING ANY OF ITS AUTHORISED USERS) UNDER THESE TERMS AND IN CONNECTION WITH THE SITE EXCEED, IN THE AGGREGATE, ONE HUNDRED US DOLLARS ($100).

IF THE UMBRELLA USER IS BASED (OR IF ANY OF ITS AUTHORISED USERS LIVES) IN A JURISDICTION THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO THE UMBRELLA USER (AND/OR ITS AUTHORISED USERS) SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

NOTHING IN THESE TERMS WILL EXCLUDE OR RESTRICT ANY DUTY OR LIABILITY THAT THE SITE OPERATOR MAY HAVE TO THE UMBRELLA USER (AND ITS AUTHORISED USERS) UNDER ANY APPLICABLE LAW OR REGULATION (WHICH INCLUDES RULES MADE BY ANY APPLICABLE REGULATORY BODIES, ANY DECISIONS OF A COURT, OMBUDSMAN OR SIMILAR BODY THAT ARE APPLICABLE AND BINDING ON THE SITE OPERATOR, AND ANY APPLICABLE INDUSTRY GUIDANCE OR CODES OF PRACTICE THAT ARE FOLLOWED BY THE SITE OPERATOR), AND WHICH THE SITE OPERATOR IS NOT PERMITTED TO EXCLUDE UNDER APPLICABLE LAW OR REGULATION.

  1. Indemnity 

The Umbrella User will indemnify, defend, and hold BlackRock, and each of the BlackRock group companies' respective directors, officers, employees, affiliates, agents, contractors, licensors, members, partners, managers and suppliers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, alleged to arise out of, or related to: (i) the Umbrella User's (or any of the Umbrella User's employees', officers', contractors', agents' or other person acting on the Umbrella User's behalf, including for the sake of clarity any of its Authorised Users') breach of these Terms, including, but not limited to, any infringement by the Umbrella User (or any of the Umbrella User's employees, officers, contractors, agents or other person acting on the Umbrella User's behalf, including for the sake of clarity any of its Authorised Users) of the copyright or intellectual property rights of any third party; or (ii) the Umbrella User's (or any of the Umbrella User's employees', officers', contractors', agents' or other persons' acting on the Umbrella User's behalf including for the sake of clarity any of its Authorised Users') use or misuse of the Site (or any portion thereof), including, but not limited to, the use, or provision to third parties of any materials, data (including without limitation Third Party Data), information, content or reports generated by or exported from the Site; or (iii) any authorised or unauthorised or otherwise inappropriate use of any of the materials, data (including without limitation Third Party Data), information, or content of the Site attributable to the Umbrella User (or any of the Umbrella User's employees, officers, contractors, agents or other persons acting on the Umbrella User's behalf including for the sake of clarity any of its Authorised Users) or which occurs through the use of any Security Information supplied to the Umbrella User or any of its Authorised Users. Furthermore, BlackRock shall have the right to injunctive relief to enforce its rights hereunder, for which the Umbrella User waives the requirement, if any, to post any bond, or similar requirement. 

  1. Additional Disclosures: Fund, Distributor and Advisor Disclosures 

Disclosures related to all users:

PAST PERFORMANCE IS NOT A RELIABLE INDICATOR OF FUTURE RESULTS AND SHOULD NOT BE THE SOLE FACTOR OF CONSIDERATION WHEN SELECTING A PRODUCT. 

Fund prospectuses and other information about Funds (“Fund Documents”) can usually be found on such Funds' website or that of their manager or sponsor. 

The Fund Documents should be read carefully before making any investment decision. 

The Umbrella User should consider the investment objectives, risks and expenses of a Fund carefully before investing. 

Prospective investors should take their own independent advice prior to making a decision to invest in a Fund about the suitability of the Fund for their particular circumstances, including in relation to taxation, and should inform themselves as to the legal requirements of applying for an investment. 

Additional U.S. Disclosures: 

Disclosures related to institutional prime and institutional municipal money market funds: the Umbrella User could lose money by investing in Funds. Because the Share price of the Funds will fluctuate, when the Umbrella User sells its Shares they may be worth more or less than what the Umbrella User originally paid for them. A Fund may impose a fee upon sale of the Umbrella User's Shares or may temporarily suspend the Umbrella User's ability to sell Shares if a Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Funds is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds' sponsors have no legal obligation to provide financial support to the Funds, and the Umbrella User should not expect that the sponsor will provide financial support to the Funds at any time.

Disclosures related to government money market funds: the Umbrella User could lose money by investing in the Funds. Although the Funds seek to preserve the value of the Umbrella User's investment at $1.00 per Share, it cannot guarantee it will do so. An investment in the Funds is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds' sponsors have no legal obligation to provide financial support to the Funds, and the Umbrella User should not expect that the sponsor will provide financial support to the Funds at any time. 

Disclosures related to retail money market funds: the Umbrella User could lose money by investing in the Funds. Although the Funds seek to preserve the value of the Umbrella User's investment at $1.00 per Share, it cannot guarantee it will do so. A Fund may impose a fee upon sale of the Umbrella User's Shares or may temporarily suspend the Umbrella User's ability to sell Shares if a Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Funds is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds' sponsors have no legal obligation to provide financial support to the Funds, and the Umbrella User should not expect that the sponsor will provide financial support to the Fund at any time. 

Investing involves risk, including possible loss of principal. 

Additional EMEA Disclosures: 

The Funds are not guaranteed investment vehicles. An investment in the Funds is different from an investment in deposits; the principal invested in a Fund is capable of fluctuation and the risk of loss of the principal is to be borne by the investor. 

Disclosures related to money market funds: A money market fund does not rely on external support for guaranteeing the liquidity of the money market fund or stabilising the NAV per Share. 

Nothing herein or on the Site constitutes an offer to invest in a Fund. Any decision to invest should be made in accordance with the Fund's prospectus and any other materials that the prospectus may direct the Umbrella User to, including any Key Investor Information Document or, if applicable, Key Information Document, and the Fund's financial statements and reports. The distribution of this information in certain jurisdictions may be restricted and, persons into whose possession this information comes are required to inform themselves about and to observe such restrictions. 

  1. Additional Provisions 

a. Reasonable Requests for Information. BlackRock may reasonably request the Umbrella User to provide additional information and documents at any time, including to enable BlackRock to comply with its legal and regulatory obligations. If such a reasonable request for information is made, the Umbrella User will give the information requested to BlackRock as soon as possible. If the Umbrella User does not comply with the request, or if BlackRock suspects fraudulent or criminal activity of any kind in connection with the Umbrella User's actual/anticipated relationship with BlackRock: 

(a) The Umbrella User might not be able to access the Site; or

(b) BlackRock might try to get the information requested from another source; or

(c) BlackRock could block or close the Umbrella User's account(s); or

(d) BlackRock could refuse to carry out the Umbrella User's instructions. 

The Umbrella User must ensure the information it gives to BlackRock is accurate and up to date. The Umbrella User must notify BlackRock of changes to the information within 30 days of the change. 

At all times, BlackRock will use the Umbrella User's and/or Authorised Users' Personal Data as explained in the Privacy Policy. In addition, BlackRock will give the Umbrella User's and/or Authorised Users' information (including, without limitation, Personal Data) to others if: BlackRock is compelled to do so by an applicable law, including relevant money laundering laws; BlackRock has a public duty to disclose it; BlackRock needs to disclose to protect its own interests (for example in any legal proceedings); or if BlackRock has the Umbrella User's and/or Authorised User’s specific agreement (as applicable). For example, if BlackRock believes the Umbrella User may have tax obligations in other countries, BlackRock may have to disclose information about the Umbrella User and/or the Authorised Users directly to HM Revenue & Customs (HMRC) or other local tax authorities. 

The Umbrella User hereby consents to BlackRock requesting any information and documents at any time in respect of the Umbrella User and/or any Authorised User from the relevant Fund(s) or service provider(s) to the Fund(s) including the Transfer Agent for the Fund(s) to enable BlackRock to comply with its legal and regulatory obligations.  If such request(s) for information is made by BlackRock, the Umbrella User hereby authorise the information requested to be provided immediately by the Fund or relevant service providers to the Fund(s) including the Transfer Agent for the Fund(s).

b. Permitted Jurisdictions. The information provided on the Site is not intended for distribution to, or use by, and Funds made available on the Site are not intended for, any person or entity in any jurisdiction or country where such distribution or use, or offer to sell, would be contrary to law or regulation or which would subject BlackRock or its affiliates to any registration requirement within such jurisdiction or country. The Site will not be considered a solicitation for or offering of any investment product or Site to any person in any jurisdiction where such solicitation or offering would be illegal or contrary to any applicable law. 

In particular, no securities referred to herein situated outside of the United States have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and none of the Funds situated outside of the United States made available on the Site has been registered under the United States Investment Company Act of 1940, as amended, or the securities laws of any state or other jurisdiction of the United States. If the Umbrella User is located outside the United States and not a "U.S. Person" as defined in Regulation S under the Securities Act then it is not required to give the representations in clause 20(h) below. If the Umbrella User is a "U.S. Person" as defined in Regulation S under the Securities Act then it is required to give the representations in clause 20(h) below. 

c. Links to Other Websites. BlackRock may establish links between the Site and one or more websites operated by third parties. BlackRock has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by BlackRock regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. The Umbrella User's (including any of its Authorised Users') access to and use of such linked websites is governed by the terms of use and privacy policies of those sites, and shall be at the Umbrella User's (and its Authorised Users’) own risk. BlackRock disclaims responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from the Site. 

d. Links to BlackRock from Other Websites. Except as permitted under these Terms, the Umbrella User shall not display hyperlinks on its websites to any website owned or operated by BlackRock. If the Umbrella User desires to display on its website a hyperlink to a BlackRock website, the Umbrella User must enter into a written agreement with BlackRock governing such display. Access to any BlackRock website does not authorise the Umbrella User (or any of its Authorised Users) to use any of BlackRock's names, logos, trade marks or copyrighted material, and the Umbrella User, and each of its Authorised Users, agrees not to do so without BlackRock's express written consent. Requests to display hyperlinks on the Umbrella User's websites to BlackRock websites should be e-mailed to webmaster@blackrock.com

e. Transmissions to and from the Site. Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Site may not be secure. Communications to BlackRock, particularly those containing confidential information, may be sent by post to the Site Operator to the details specified below. 

If BlackRock Investment Management, LLC is the Site Operator: BlackRock, Inc., 40 East 52nd Street, New York, NY 10022, Attn: Webmaster. 

If BlackRock Investment Management (UK) Limited is the Site Operator: BlackRock Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL, Attn: EMEA Webmaster. 

If BlackRock (Netherlands) B.V. is the Site Operator: BlackRock (Netherlands) B.V., Rembrandt Tower, Amstelplein 1, 1096HA Amsterdam Attn: EMEA Webmaster.   

BlackRock makes no warranty to the Umbrella User, or any of its Authorised Users, regarding the security of the Site, including with regard to the ability of any unauthorised persons to access information received or transmitted by the Umbrella User, or any of its Authorised Users, through or from the Site. BlackRock reserves the right to cease providing, or to change, the Site and content of such information (or any portion or feature thereof) at any time or frequency and without notice. 

f. E-mail and Marketing. BlackRock from time to time may send the Umbrella User (and its Authorised Users) emails and other communications. BlackRock may use third party tools and systems in order to configure and transmit such emails and communications. The Umbrella User , and each of its Authorised Users, acknowledges that the details of and legal bases for how BlackRock may contact the Umbrella User (and its Authorised Users) or use third party tools in order to contact the Umbrella User (and its Authorised Users) are contained in BlackRock's Privacy Policy. 

g. Timeliness of Content. Without prejudice to clause 4(i) of these Terms, the Umbrella User and each of its Authorised Users, acknowledges  that all content on the Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, the Umbrella User, and each of its Authorised Users,  is responsible for setting the cache and all browser, web or other technological settings on to ensure the Umbrella User, and each of its Authorised Users, is receiving the most recent data (including without limitation Third Party Data). 

h. Prohibited Uses. Except as otherwise stated in these Terms or as expressly authorised by BlackRock in writing, neither the Umbrella User nor any of its Authorised Users may: 

  • Include the term "BlackRock" or any BlackRock trade mark or executive's name, or any variation of the foregoing, as a meta-tag, hidden textual element; or 
  • Use the Site or the content in any manner that could create impression of affiliation with, or sponsorship or endorsement by, BlackRock. 

i. System Outages and Incomplete Transmissions. Internet software, outages of the Site, transmission problems and other technological problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on a user's computer. BlackRock and the Funds are not liable for any damages, changes, or omissions that occur during transmission of information and materials. 

j. Assignment. Neither the Umbrella User nor any of its Authorised Users may assign, transfer, or otherwise dispose of (in any manner whatsoever) the benefit or burden of these Terms without the prior written consent of the Site Operator. The Site Operator may assign or otherwise transfer the benefit or burden of these Terms to any person at any time. 

k. No partnership. Nothing in these Terms or referred to in it or any arrangement contemplated by it shall constitute any BlackRock entity (including the Site Operators) or the Umbrella User a partner of any other. 

l. Effect of Termination. The termination of these Terms for any reason shall not affect this clause 19(l) and clauses 9 (Intellectual Property Rights), 10 (Trade marks and Third-Party Trade marks), 14 (Confidentiality), 16 (Warranty Disclaimer and Limitation of Liability), 17 (Indemnity), 19(j) (Assignment), 19(n) (Waiver), and 19(u) (Governing Law, Venue; Injunctive Relief; Waiver of Jury Trial), which shall continue in force after such termination. 

m. Third parties. No term of these Terms is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms. 

n. Waiver. No waiver by BlackRock of any right under or term or provision of these Terms will be deemed a waiver of any other right, term, or provision of these Terms at the time of such waiver or a waiver of that or any other right, term, or provision of these Terms at any other time. 

o. Severability; Miscellaneous. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions. 

p. Access. BlackRock will not be responsible for providing the dial-up, DSL, cable modem or other form of internet access and any other hardware and software necessary to access and use the Site. 

q. Compliance with Law. The Umbrella User, and each of its Authorised Users, agrees that it will comply with all laws applicable to the Umbrella User. 

r. Third Party Materials. BlackRock or its business partners may present advertisements or promotional materials on or through the Site.  The Umbrella User's, and any of its Authorised Users', dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between the Umbrella User, and its Authorised Users, and such third party and the Umbrella User's, and each of its Authorised Users', participation is subject to the terms and conditions associated with that advertisement or promotion.  The Umbrella User, and each of its Authorised Users, agrees that BlackRock is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party materials on the Site. 

s. Knowledge of Copyright Infringement. If the Umbrella User (or any of its Authorised Users) knows of, or suspects, copyright infringement, please send a notice to BlackRock, Inc., Head of Intellectual Property, Legal & Compliance, 55 East 52nd Street, New York, NY 10055.  The notice must contain all of the following information: details (including contact details) of the owner of the right alleged to be infringed, details of the copyright work claimed to have been infringed, details of the alleged infringing material/activity, confirmation that the Umbrella User (and the relevant Authorised User, as applicable) has a good faith belief that the use of the alleged infringing material/activity is not authorised and confirmation that the details provided by the Umbrella User (and the relevant Authorised User, as applicable) are accurate and that the Umbrella User (and the relevant Authorised User, as applicable) is authorised to act on behalf of the owner of the rights alleged to be infringed. The notice must be signed by the Umbrella User (and the relevant Authorised User, as applicable) as a person authorised to act on behalf of the rights holder. 

t. Sanctions. The Umbrella User, and each of its Authorised Users represents that it is not a Sanctioned Person, and the Umbrella User further represents that nor is any member of its corporate group, or any director or employee of the Umbrella User (including any Authorised User) or any member of the Umbrella User's corporate group, a Sanctioned Person. 

The Umbrella User, and each of its Authorised Users, represents that it does not act directly or indirectly on behalf of a Sanctioned Person, and that none of its Authorised Users act directly or indirectly on behalf of a Sanction person. The Umbrella User further represents that no member of the Umbrella User's corporate group, or any director or employee of the Umbrella User (including any Authorised User) or any member of the Umbrella User's corporate group, acts directly or indirectly on behalf of a Sanctioned Person. 

The Umbrella User represents that it, and each member of the Umbrella User's corporate group, is in compliance with all applicable Sanctions, and is not engaged in any activities that would reasonably be expected to result in the Umbrella User or any member of the Umbrella User's corporate group being designated as a Sanctioned Person. 

BlackRock shall have the right to terminate these Terms with immediate effect if, in BlackRock's view, any of the representations the Umbrella User, or any of its Authorised Users, makes under this clause are incorrect or become incorrect.  

For the purpose of this clause: 

"Sanctioned Person" means a person that is listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List, or who is otherwise the target of Sanctions. 

"Sanctions" means any laws or regulations relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority. 

"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury or any other list issued or maintained by any Sanctions Authorities of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time. 

"Sanctions Authority" means (i) the United Nations Security Council; (ii) the United States government; (iii) the European Union; (iv) the United Kingdom government; (v) the respective governmental institutions and agencies of any of the foregoing, including the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and Department of Commerce, and Her Majesty’s Treasury; and (vi) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over any the Umbrella User or any member of the Umbrella User's corporate group. 

u. Governing Law, Venue; Injunctive Relief; Waiver of Jury Trial. These Terms will be governed by the laws of England & Wales, notwithstanding any conflict of laws provisions thereof.  The exclusive jurisdiction for any claim, action or dispute with BlackRock or relating in any way to the Umbrella User's (and its Authorised User’s) use of the Site will be in England & Wales and the venue for the adjudication or disposition of any such claim, action or dispute will be in London. Furthermore, BlackRock shall have the right to injunctive relief to enforce its rights hereunder, for which the Umbrella User, and each of its Authorised Users, waives the requirement, if any, to post any bond, or similar requirement. The Umbrella User, and each of its Authorised Users, hereby agrees to waive any right to have a jury participate in the resolution of any dispute or claim between the Umbrella User and/or its Authorised Users and BlackRock related in any way to these Terms or the Umbrella User's and/or its Authorised Users' use of the Site.  

Notices. BlackRock may send notices to the Umbrella User (or the Authorised User acting on behalf of the Umbrella User) with respect to the Umbrella User's use of the Site by sending an email message to any email address listed in the account information of the relevant Umbrella User (or Authorised User acting on behalf of the Umbrella User), by sending a letter via post to the contact address listed in that account information, or by a posting a note on the Site when the Umbrella User (or Authorised User acting on behalf of the Umbrella User) accesses an Umbrella User account. The Umbrella User agrees that BlackRock may provide notice to the Umbrella User through such means.  Unless otherwise stated in the notices, the notices will become effective immediately. 

v. General contact information. For questions regarding the Site or the Umbrella User's use of the Site, please contact the Site Operator or the Umbrella User's relationship manager. 

  1. Additional Information for Umbrella Users 

Where the Umbrella User is based in any of the jurisdictions set out below, the following provisions shall apply and, to the extent that they are inconsistent with any other term set out in these Terms, the provisions below shall prevail with respect to the relevant Umbrella User in those jurisdictions. 

BlackRock Investment Management (UK) Limited and BlackRock (Netherlands) B.V. are subject to MiFID II, and the "Non-US Regulatory Disclosures Appendix" to these Terms also apply to Umbrella Users who are contracting with these  Site Operators. 

a. Ireland. The Umbrella User acknowledges and agrees that the Site is not an advertisement for any Fund and nothing herein constitutes an offering or placement of any Fund. 

b. Cayman Islands. The Umbrella User represents and warrants that it is a sophisticated person or a high net worth person as those terms are defined in the Cayman Islands Securities Investment Business Law (2019 Revision) as amended from time to time. The Umbrella User further represents and warrants that it is not a member of the public as that term is defined in the Cayman Islands Mutual Funds Law (2018 Revision) as amended from time to time. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point the Umbrella User ceases to meet the criteria set out in this clause. 

c. Switzerland. The Umbrella User represents and warrants the Umbrella User is and at all times will remain a qualified investor as defined in the Swiss Collective Investment Schemes Act ("CISA") of 23 June 2006, as amended from to time. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point if the Umbrella User ceases to be a qualified investor as defined in CISA. 

d. Singapore. The Umbrella User represents and warrants that it is and at all times will remain an Institutional Investor as defined under section 4A of the Securities and Futures Act (“SFA”), as may be amended from time to time. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point if the Umbrella User ceases to be an Institutional Investor. The Funds mentioned in the Site described herein have not been registered with the Monetary Authority of Singapore for offering or distribution in Singapore. Accordingly, the information contained on the Site may not be circulated or distributed, nor may the Funds be offered or sold whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor pursuant to Section 304 SFA or (ii) otherwise pursuant to and in accordance with the conditions of any other applicable provision of the SFA. 

e. Hong Kong. The Umbrella User represents and warrants that is not and at all times will remain an Institutional Professional Investor as defined under paragraphs (a) to (i) of the definition of “professional investor” in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance, as amended from time to time. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point the Umbrella User ceases to be an Institutional Professional Investor. 

f. China. The Umbrella User represents and warrants that it is and at all times will remain a Qualified Domestic Institutional Investors (“QDII”) and has obtained all relevant governmental approvals, verifications, licences or registrations (if any) from all relevant PRC governmental authorities, including, but not limited to, the State Administration of Foreign Exchange, the China Securities Regulatory Commission and the China Banking and Insurance Regulatory Commission. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point it ceases to be a QDII. 

g. Taiwan. The Umbrella User represents and warrants that it is and at all times will remain a Professional Investor as defined under Section 1, Article 52 of the Regulations Governing Offshore Funds, as may be amended from time to time. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point it ceases to be a Professional Investor. The Funds mentioned in the Site described herein have not been registered with the Financial Supervisory Committee of the Republic of China for offering or distribution in Taiwan. Accordingly, the information contained on the Site may not be circulated or distributed, nor may the Funds be offered or sold whether directly or indirectly, to any person in Taiwan unless otherwise: (i) the Funds are qualified to be offered via the private placement pursuant to Regulations Governing Offshore Funds; and (ii) to a Professional Investor as defined under Section 1, Article 52 of Regulations Governing Offshore Funds. 

h. United States of America - if the Umbrella User is investing in a Fund situated outside of the United States. The Umbrella User represents and warrants that it is at all times an “accredited investor” as defined in Rule 501 (a) of Regulation D promulgated under the 1933 Act and “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act (together, a “Qualified US Person”) and meets such other qualification requirements of the Fund in which the Umbrella User has invested. The Umbrella User undertakes to immediately notify the Site Operator in writing at any point the Umbrella User ceases to be a Qualified US Person. 

Dated: November 2019. 

©2019 BlackRock, Inc. All rights reserved. BLACKROCK, CACHEMATRIX and CACHEMATRIX ATLAS are trade marks of BlackRock, Inc., or its subsidiaries in the United States and elsewhere. All other marks are the property of their respective owners. The following U.S. patents apply to this product: U.S. Pat. Nos. 7,983,969, 7,835,976, 8,099,354.   The absence of a product or service name or logo from this list does not constitute a waiver of BlackRock’s trademark or other intellectual property rights concerning that name or logo.

NON-US REGULATORY DISCLOSURES APPENDIX 

  1. Information about the Site Operator 

a. Services are provided by the Site Operator. The Site Operator(s) is determined in accordance with clause 2 of the Terms. 

b. BlackRock Investment Management (UK) Limited is a legal entity and is authorised and regulated by the Financial Conduct Authority (“FCA”). The FCA's contact address is: 12 Endeavour Square, London, E20 1JN; and contact information is available on its website. 

c. BlackRock (Netherlands) B.V. is a legal entity and is authorised and regulated by the Dutch Authority for the Financial Markets (De Autoriteit Financiële Markten (“AFM”)). The AFM's postal address is: P.O. box 11723 1001 GS, Amsterdam, The Netherlands; visiting address: Vijzelgracht 501017 HS, Amsterdam. 

  1. Client Categorisation 

a. The Site Operator has categorised the Umbrella User as a professional client or eligible counterparty under applicable law for the purposes of the provision of services provided under these Terms and for the purposes of MiFID II. BlackRock may have informed the Umbrella User of its categorisation separately. 

b. Where the Umbrella User has been classified pursuant to requirements u nder applicable law, the Umbrella User is responsible for notifying the Site Operator immediately if, at any point in time, the Umbrella User no longer wants to be, or considers that the Umbrella User does not meet the criteria to be categorised as a professional client (whether a per se professional client or an elective professional client) or an eligible counterparty, as appropriate. If a change of categorisation is required, the Umbrella User consents to BlackRock taking such action as it considers necessary or appropriate in relation to such change, which may mean that the Site Operator cannot continue to provide the Umbrella User with services pursuant to these Terms and that BlackRock has to immediately terminate these Terms with the Umbrella User. 

  1. General Information about BlackRock and its Services 

a. The Site Operator and Umbrella User may communicate with and provide information to each other in whatever medium deemed appropriate. This may include use of e-mail, the internet or other electronic means, in the place of paper communications. For example, certain information related to the services will be provided to the Umbrella User in a durable medium or through a website. 

b. The Umbrella User acknowledges that instructions or communications conveyed by electronic methods, such as facsimile or e-mail, are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud. BlackRock will not be liable for acting in reliance upon any notices or instructions received from the Umbrella User and we will not be required to verify any communications received from the Umbrella User by e-mail. BlackRock might not encrypt or digitally sign any information transferred by internet and/or e-mail. 

c. Except as otherwise specified by separate agreement, the Umbrella User and the Site Operator shall communicate in English. That said, there may be circumstances where the Site Operator communicates in other languages (such as the Umbrella User's local language) and the Umbrella User accepts that BlackRock may communicate and provide information in languages other than English. 

d. The Umbrella User may communicate with BlackRock by using the following contact details: 

(i) If BlackRock Investment (UK) Limited is the Site Operator: Drapers Gardens, 12 Throgmorton Avenue, London EC2N 2DL, telephone: +44 20 7743 3000. 

(ii) If BlackRock (Netherlands) B.V. is the Site Operator: Rembrandt Tower, Amstelplein 1, 1096HA Amsterdam telephone: +31 20 549 5200. 

e. When the Site Operator provides services to the Umbrella User, it will provide the Umbrella User, and/or a third party designated by the Umbrella User as the appropriate recipient of this information, with periodic statements of the activities it carried out on the Umbrella User's behalf, unless such statements are provided to the Umbrella User by another person. Such statements will be provided to the Umbrella User and/or the Umbrella User's designated recipient at least quarterly and may be provided by means of multiple reports, which may be sent to the Umbrella User together or at different times, and which will together contain all information that we are required to provide to the Umbrella User under applicable rules, including the Umbrella User's holdings and their valuation, fees and charges incurred and a statement of performance during the reporting period. 

f. It is a fundamental requirement for good business practice, and to help mitigate the risk of legal liability, that all potential conflicts of interest are either avoided or, where they cannot be avoided, properly managed. In addition, BlackRock’s regulators globally also require that BlackRock identify, avoid and manage the risk that such conflicts damage clients’ interests. BlackRock has implemented a Conflicts of Interest Policy designed to ensure the appropriate management of the risks of detriment to clients’ interests from conflicts of interest. More information on the Global Conflicts of Interest Policy can be provided upon request from the Site Operator. 

  1. Information about the Financial Instruments 

a. The services offered by the Site Operator by allowing the Umbrella User to use the Site only consist of reception and transmission of client orders for the purposes of MiFID II for Shares in various Funds. Generally speaking, the Funds are collective investment undertakings (as that term is used in MiFID II), the effect of which is to allow an investor to invest money on a pooled basis (along with one or more other investors), typically in accordance with specified investment guidelines. A collective investment undertaking may take various forms including, without limitation, corporates, partnerships or trusts. 

b. All investments in Shares in Funds are made subject to the terms and conditions set out in the latest prospectus of that collective investment undertaking and, where relevant, the other constitutive documentation of that Fund, as amended from time to time. 

c. An investor buys Shares in a Fund in the hope that the value rises over time as the prices of the underlying investments increase. The price of the Shares depends on how the underlying investments perform. 

d. Some Funds are called ‘open-ended’ because the number of Shares in issue increases as more people invest and decreases as people take their money out. The Funds on the Site are all open-ended. Some funds may also be purchased or sold on secondary markets by investors The Site does not provide and is not a secondary trading facility. 

e. All investment funds are subject to risks, including fluctuations in capital value, and in any particular year losses may be suffered. The managers of the Funds cannot guarantee that it will achieve the investment objectives set out for an investor. 

f. The Umbrella User should always bear in mind that the price of Shares in a fund and the income from them can go down as well as up and is not guaranteed. 

  1. Inducement Disclosures 

a. MiFID II introduces restrictions on and obligations in relation to the receipt and retention of fees, commissions, monetary and non-monetary benefits (“inducements”) where firms, regulated under MiFID II, provide certain services to clients, including reception and transmission of client orders, and certain execution services. In such cases, where a firm receives and retains an inducement, it must ensure that the receipt and retention of the inducement is designed to enhance the quality of the relevant service to the client and is properly disclosed. Where authorised intermediaries or distributors are subject to MiFID II and receive and/or retain any inducements, they must ensure that they comply with all applicable legislation, including, those introduced by MiFID II. 

In order to provide services to the Umbrella User and to make the Site available to the Umbrella User, BlackRock will receive fees from the Funds and their managers and the Umbrella User agrees that BlackRock may receive these fees. Information about these fees has been provided to you separately, and the Umbrella User acknowledges that it has received that information. 

b. In the course of the Site Operator providing services to the Umbrella User, BlackRock may accept permissible minor non-monetary benefits from third parties which consist of the following: 

(i) generic information on a financial instrument or investment service, which is personalised to reflect BlackRock’s circumstances; 

(ii) written material that is commissioned and paid for by a corporate issuer or potential issuer to promote a new corporate issuance, provided that the relationship with the issuer is clearly disclosed in the material and is made available at the same time to all interested firms, or to the general public; 

(iii) participation at conferences, seminars and other training events on the benefits and features of specific financial instruments and investment services; 

(iv) hospitality of a reasonable de minimis value, including food and drink during a business meeting, seminar, conference or training session; 

(v) research relating to an issue of securities, which is produced by an underwriter/placing agent acting for the issuer and (i) is produced prior to the issue being completed; and (ii) is made available to prospective investors in the issue; or 

(vi) research which is received for limited trial periods so that BlackRock may evaluate a research provider’s research service. 

c. In each case the Site Operator considers that the minor non-monetary benefit is: 

(i) capable of enhancing the quality of the service provided to the Site Operator's clients; 

(ii) of a scale and nature that it could not be judged to impair the Site Operator’s compliance with its duty to act honestly, fairly and professionally in the best interests of BlackRock's clients; and 

(iii) reasonable, proportionate and of a scale that is unlikely to influence the service in any way that is detrimental to the interests of clients. 

  1. Investment Advice 

a. The Umbrella User acknowledges that, in the Site Operator providing services under these Terms, BlackRock will not, unless otherwise agreed in writing with the Umbrella User, be acting in a fiduciary capacity or provide any personal recommendation to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User in respect of any transaction in financial instruments nor provide any investment advice (within the definition set out in MiFID II) or provide the service of portfolio management (within the definition set out in MiFID II) to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User. Accordingly, the Umbrella User (or where applicable, the Umbrella User's principal or principals) and each Authorised User should make its own assessment of any transaction that the Umbrella User is considering in the light of the Umbrella User's own objectives and circumstances including the possible risks and benefits of entering into that transaction. The Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User should not rely on any information, proposal or other communication from BlackRock as being a recommendation or advice in relation to that transaction. 

b. Any marketing communication provided to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User shall not be taken as an endorsement of or advice regarding the products and services concerned. BlackRock shall not be required to carry out an assessment of the Umbrella User's (or where applicable, the Umbrella User's principal’s or principals’) financial position or investment objectives when providing marketing information. 

  1. Provision of Services in Non-Complex Instruments 

Please note that BlackRock is not required to (and will not, unless BlackRock has agreed otherwise) assess the appropriateness of the financial instrument or service provided or offered to the Umbrella User where the service only consists of execution or reception and transmission of client orders for non-complex instruments at the Umbrella User's own initiative. In such circumstances the Umbrella User will therefore not benefit from the protection of the conduct of business regulations relating to the assessment of appropriateness pursuant to the applicable regulator's conduct of business rules. 

  1. Product Governance 

Authorised intermediaries which offer, recommend or sell Shares in the Funds will comply with all laws, regulations and regulatory requirements applicable to them. Such intermediaries should consider such information about the Funds as is made available by the managers and transfer agents of those Funds for the purposes of the product governance regime under MiFID II, including, without limitation, target market information. 

  1. Complaints Handling 

a. BlackRock has a complaints management policy in place for the effective consideration and prompt and proper handling of complaints from clients. 

b. If the Umbrella User is not entirely satisfied with any aspect of the service the Umbrella User has received and the Umbrella User wishes to complain, please contact: 

(i) If BlackRock Investment Management (UK) is the Site Operator: 

Email: cashmanagement@blackrock.com 

Direct line: +44 (0)20 7743 5628 

BlackRock’s commitment is to handle complaints in a reasonable and prompt manner complaints within 8 weeks of receipt. 

If the Umbrella User's complaint is not dealt with to its satisfaction, the Umbrella User may be able to refer it to the Financial Ombudsman Service, whose address is: 

Financial Ombudsman Service Ltd

South Quay Plaza,

183 Marsh Wall, London

E14 9SR

Website: www.financial-ombudsman.org.uk

Tel: 0800 023 4567. 

(ii) If BlackRock (Netherlands) B.V. is the Site Operator: 

Email: Benelux@blackrock.com

Direct line: +31 20 5495200 

BlackRock’s commitment is to handle complaints in a reasonable and prompt manner complaints within 8 weeks of receipt. 

If the Umbrella User's complaint is not dealt with to its satisfaction, the Umbrella User may be able to refer it to the Financial Services Complaints Tribunal (Kifid), whose address is: 

Klachteninstituut Financiële Dienstverlening
Postbus 93257
2509 AG Den Haag
Website: www.kifid.nl
Tel: 070-3338999 

c. Further information on BlackRock's complaints handling procedures will be provided to clients or potential clients on request. 

  1. Recording and Retention of Communications 

a. The Site Operator is required to record telephone conversations and keep copies of electronic communications between the Site Operator and its clients, which are made, sent or received in the course of providing a service. 

b. Where required by regulation, the Site Operator will keep records of telephone conversations and electronic communications for a period of seven years. Copies of such records are available to clients upon request. 

  1. Consent to Provision of Information by Website 

a. In accordance with applicable law, there may be circumstances in which the Site Operator can provide the Umbrella User with information via electronic means, including by way of publication on a website, where the provision of information in such a format is appropriate to the context in which the business between the Site Operator and the Umbrella User is conducted. Unless the Umbrella User informs the Site Operator otherwise, the Umbrella User expressly agrees that it has specifically chosen and expressly consent to the provision of information by electronic means, including by way of publication on a website where appropriate, including, but not limited to, ex-ante information about costs and charges that the Site Operator estimates the Umbrella User will incur in connection with the Site Operator's services and products that the Umbrella User might purchase through our services, such link information to be made available in the ‘Costs & Charges Disclosures Document’ URL in clause 3 of these Terms.