Prospectus (4.96 Mb) - BlackRock International

egulations governing the merchant banking activities of an FHC (i) restrict involvement by the Company, the Manager, the
Investment Manager, BlackRock, or PNC in the routine management and operating of a Fund Investment through officer
or employee interlocks, contractual provisions, or other means, (ii) impose a 15-year maximum term on the Company (or,
if the Company fails to qualify for this 15-year term, impose a 10-year maximum holding period on each merchant banking
portfolio investment by the Company), (iii) restrict lending by PNC’s subsidiary bank to the Company and to any Fund
Investment, (iv) limit other transactions by PNC’s subsidiary bank with such Fund Investment, (v) limit cross-marketing
between PNC’s subsidiary bank and such Fund Investment, and (vi) apply certain record-keeping and reporting and policy
and procedural requirements to investments by the Company.
To ensure compliance with the merchant banking requirements of the US BHC Act, none of the Manager, Investment
Manager or the Company will be involved in the routine management and operation of Fund Investments. Given that the
investment programme of the Company is anticipated to consist substantially of minority stakes, such level of
management or control would not generally be available and no officer or employee of BlackRock, the Manager or the
Investment Manager will be permitted to serve as an officer, manager or employee of any Fund Investment. In addition,
the Investment Manager currently does not expect that any investment in Fund Investments would exceed the maximum
holding periods for merchant banking investments.
Aside from the authority to make merchant banking investments, the Manager, Investment Manager, BlackRock and the
Company may be able to rely on other statutory and regulatory provisions in order to maintain compliance with the US
BHC Act. The Investment Manager reserves the right to rely on any such applicable exemptions and to take all reasonable
steps deemed necessary, advisable or appropriate to comply with the US BHC Act. The US BHC Act and Federal Reserve
regulations and interpretations thereunder may be amended over the life of the Company. The Investment Manager does
not expect the limitations of the merchant banking investment authority or other provisions of the US BHC Act to have a
material adverse effect on the Company, its current investment strategy, or its operations.
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