Prospectus (4.96 Mb) - BlackRock International

In addition, as a result of currency exchange rate exposure and the profits, losses and expenses of hedging transactions
borne by non-US Dollar denominated Shares, the performance of such Shares will differ from that of Shares that are
denominated in US Dollars. Furthermore, while the profits, losses and expenses relating to currency hedging
transactions, if any, will be specifically allocated to and paid by the class of Shares to which such transactions are related,
under the laws of Jersey, were the assets of the Company attributable to such class of Shares insufficient to pay any of its
specific liabilities, including without limitation, their specific hedging expenses, such liabilities would be borne by the
Company as a whole. Further, the use of derivatives and other instruments to reduce risk involves costs. Consequently,
the use of hedging transactions might result in lower performance for the hedged Shares than if the Company had not
hedged such Shares’ exposure against foreign currency exchange risks.
There can be no assurance that appropriate hedging transactions will be available to the Company or that any such
hedging transactions will be successful in protecting against currency fluctuations or that the performance of the Shares
will not be adversely affected by the currency exchange rate exposure. In addition, the Company may concentrate its
hedging activities with one or a few counterparty(ies) and the Company is subject to the risk that a counterparty may fail to
fulfil its obligations under a hedging contract. To the extent that a counterparty fails to fulfil its obligations, the relevant
Share class, and potentially the Company as a whole, could suffer loss.
Fluctuations in currency exchange rates will similarly affect the US Dollar equivalent of any interest, dividends or other
payments made to the Company or Fund Investments denominated in a currency other than US Dollars. Among the
factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative
values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and
political developments.
TRANSFER RESTRICTIONS
The Shares are subject to restrictions on transfers to any person located in the United States or who is a US person, which
may impact the price and liquidity of the Shares. The Shares have not been registered in the United States under the US
Securities Act or under any other applicable securities law and are subject to restrictions on transfer contained in such
laws and under ERISA regulations.
The Company intends to restrict the ownership and holding of its Shares so that none of its assets will constitute “plan
assets” of any Plan. The Company intends to impose such restrictions based on deemed representations in the case of its
Shares. If the Company’s assets were deemed to be “plan assets” of any Plan subject to Title I of ERISA or Section 4975 of
the US Internal Revenue Code, pursuant to Section 3(42) of ERISA and US Department of Labour regulations promulgated
under ERISA by the US Department of Labour and codified at 29 C.F.R. Section 2510.3-101 as they may be amended or
modified from time to time (collectively, the “Plan Asset Regulations”), (i) the prudence and other fiduciary responsibility
standards of ERISA would apply to investments made by the Company and (ii) certain transactions that the Company or a
subsidiary of the Company may enter into, or may have entered into, in the ordinary course of business might constitute or
result in non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the US Internal Revenue Code
and might have to be rescinded. Governmental plans and certain church plans, while not subject to Title I of ERISA or
Section 4975 of the US Internal Revenue Code, may nevertheless be subject to other state, local or other laws or
regulations that would have the same effect as the Plan Asset Regulations so as to cause the underlying assets of the
Company to be treated as assets of an investing entity by virtue of its investment (or any beneficial interest) in the
Company and thereby subject the Company or the Investment Manager (or other persons responsible for the investment
and operation of the Company assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited
transaction provisions contained in Title I of ERISA or Section 4975 of the US Internal Revenue Code.
Each purchaser and subsequent transferee of the Shares will be deemed to represent and warrant that no portion of the
assets used to acquire or hold its interest in the Shares constitutes or will constitute the assets of any Plan. The Articles
of Association of the Company provide that the Board of Directors may refuse to register a transfer of Shares to any
person they believe to be a Prohibited US Person or a Plan investor. If any Shares are owned directly or beneficially by a
person believed by the Board of Directors to be a Prohibited US Person or a Plan investor, the Board of Directors may give
notice to such person requiring him either (i) to provide the Board of Directors within 30 days of receipt of such notice with
sufficient satisfactory documentary evidence to satisfy the Board of Directors that such person is not a Prohibited US
Person or a Plan investor or (ii) to sell or transfer their Shares to a person qualified to own the same within 30 days and
within such 30 days to provide the Board of Directors with satisfactory evidence of such sale or transfer. Where condition
(i) or (ii) is not satisfied within 30 days after the serving of the notice, the person will be deemed, upon the expiration of
such 30 days, to have forfeited their Shares.
CHANGES IN LOCAL LAWS OR REGULATIONS
For regulatory, tax and other purposes, the Company and the Shares may be treated differently in different jurisdictions.
For instance, in certain jurisdictions and for certain purposes, the Shares may be treated as units in a collective
investment scheme. Furthermore, in certain jurisdictions, the status of the Company and/or the Shares may be uncertain
or subject to change, or it may differ depending on the availability of certain information or disclosures by the Company.
The Company may be constrained from or may find it unduly onerous to disclose any or all of such information or to
prepare or disclose such information in a form or manner which satisfies the regulatory, tax or other authorities in certain
jurisdictions. Failure to disclose or make available information in the prescribed manner or format, or at all, may
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