PwC Registration Portal (“RP”) and Tax Information Access Terms of Use

This agreement (“Agreement”) is between you and PricwaterhouseCoopers LLP (“PwC US”), PwC FS Tax GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (“PwC Germany”), and PricewaterhouseCoopers Luxembourg, Société Coopérative (“PwC Luxembourg”) (collectively, “PwC” or “we” or “us”).

BlackRock Investment Management (UK) Limited and certain BlackRock funds (“the Funds” or “Investment Funds”) (collectively, (“BLACKROCK”)) have engaged PwC US to prepare tax information relevant for the tax compliance (dividend distribution, liquidation or merger, accumulation (annual lump sum) and daily equity ratio reporting) in the context of the German Investment Tax Act (“Tax Information”). PwC US has subcontracted PwC Germany and PwC Luxembourg to determine the Tax Information. BLACKROCK wishes to disclose the Tax information to you.

PwC and BLACKROCK have agreed that the Tax Information is not for third parties’ use, benefit or reliance and PwC disclaims any contractual or other responsibility or duty of care to others based upon the Tax Information.

Notwithstanding the foregoing, BLACKROCK will make the Tax Information available to you as an investor in a Fund or such investor’s financial or tax advisor (”you” or “your”), provided you understand and accept that:
1. The services were performed and Tax Information was prepared by PwC Germany and PwC Luxembourg at the direction of and in accordance with instructions provided by BLACKROCK and exclusively for BLACKROCK’s sole benefit and use and not for your purposes. The Tax Information may not include all information or procedures deemed necessary for your purposes and certain findings and information may have been communicated to BLACKROCK that are not included in the Tax Information. The Tax Information has not been prepared or performed, and it should not be used or relied upon, as a substitute for inquiries and procedures you would or should carry out.
2. You do not acquire any benefits in or rights as a result of any access to, use of, reliance on, distribution or discussion of the Tax Information ("Access"). PricewaterhouseCoopers is comprised of a global network of separate and independent PricewaterhouseCoopers firms (exclusive of PwC, the “Other PwC Firms”). PwC may draw on the resources of (and subcontract to) its affiliates, the Other PwC Firms and third party contractors and subcontractors, within or outside of the United States (each, a “PwC Service Provider”) for internal, administrative and regulatory compliance purposes or in connection with providing access to the Tax Information. PwC as well as the PwC Service Providers and their and PwC's respective partners, principals, employees and agents (collectively, the “PwC Beneficiaries”) will have no liability or obligations arising out of this Agreement. You acknowledge that PwC is only engaged with BLACKROCK and that no contractual relationship is formed between you and PwC. While PwC is entering into this Agreement on its own behalf, this Section (b) also is intended for the benefit of the PwC Beneficiaries.
3. You release PwC and PwC Beneficiaries from any claims, liabilities, losses, settlements, judgments, damages, costs and expenses (including attorneys' fees) ("Claims") that may arise from or relate to your Access of the Tax Information or access to or use of this Registration Portal (“RP”). Furthermore, you agree not to bring any Claims against the PwC or the PwC Beneficiaries relating to your Access of the Tax Information or access to or use of this RP.
4. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless PwC and the PwC Beneficiaries from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys' fees) arising out of or relating to (a) your use of, or activities in connection with, the RP (defined below); (b) claims arising from or relating to the Tax Information; and (b) any violation or alleged violation of this Agreement by you.
5. You shall not disclose the Tax Information to any third party without PwC’s prior written consent and execution of a separate Access letter by such third party.
The Tax Information is calculated on the basis of the documents made available to PwC and the laws and regulations in effect at the time of preparation. You acknowledge that certain changes could occur that could impact the Tax Information. We assume no obligations to inform you, BLACKROCK, or other third parties about more recent insights and developments.
Additional terms and conditions related to the access to the RP:
1. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THIS RP ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, YOU WILL REGISTER FOR ACCESS TO THE RP USING YOUR ORGANIZATION-ISSUED E-MAIL ADDRESS AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. YOU WILL MAKE ONLY LAWFUL USE OF THE RP. YOU MAY NOT USE THE RP FOR AN UNLAWFUL OR IMPROPER PURPOSE. References to “you” and “your” in this Agreement will refer to both the individual using the RP and to any such Organization; however, if such Organization and PwC enter into a separate written agreement relating to the RP or other subject matter of this Agreement, such separate written agreement will govern such Organization’s access to and use of the RP and supersede this Agreement to the extent and as set forth in such separate written agreement. You may not use the RP in furtherance of any unlawful or improper agreement involving you and/or an Organization you represent. This includes copying or sharing information without properly identifying yourself to PwC or facilitating an unlawful or improper exchange of information.
2. Information Submitted Through the RP. Your submission of information through the RP is governed by the Privacy Policy located within the RP (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the RP is and will remain accurate and complete, including the use of your true identity and any Organization’s true identity, and that you will maintain and update such information as needed. You represent and warrant that when using the RP, you will not undertake efforts to disguise your identity or evade detection, including in the use of domain names and internet protocol addresses.
3. Jurisdictional Issues. The RP is controlled or operated (or both) from Germany, and is not intended to subject PwC to any non-German jurisdiction or law. The RP may not be appropriate or available for use in some non-German jurisdictions. Any use of the RP is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the RP’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction.
4. Rules of Conduct. In connection with the RP, you hereby agree not to:
  - Post, transmit or otherwise make available through or in connection with the RP any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
  - Post, transmit or otherwise make available through or in connection with the RP any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
  - Use the RP for any commercial purpose, including using the RP for or in connection with processing data or other information on behalf of any third party.
  - Use the RP for any purpose that is fraudulent or otherwise tortious or unlawful. This includes using the RP to facilitate an unlawful or improper exchange of information.
  - Harvest or collect information about users of the RP.
  - Interfere with or disrupt the operation of the RP or the servers or networks used to make the RP available, including by hacking or defacing any portion of the RP; or violate any requirement, procedure or policy of such servers or networks.
  - Restrict or inhibit any other person from using the RP.
  - Copy, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the RP except as expressly authorized herein, without PwC’s express prior written consent.
  - Reverse engineer, decompile or disassemble any portion of the RP, except where such restriction is expressly prohibited by applicable law. Remove or alter any copyright, trademark or other proprietary rights notice on the RP.
  - Remove or alter any copyright, trademark or other proprietary rights notice on the RP.
  - Frame or mirror any portion of the RP, or otherwise incorporate any portion of the RP into any product or service, without PwC's express prior written consent.
  - Systematically download and store data, tax information, files, code, content, or any other materials made available on or in connection with the RP (“Content”).
  - Use any robot, spider, site search/retrieval application or other manual or automatic device to download, retrieve, index, “scrape,” “data mine” or otherwise gather Content, or reproduce or circumvent the navigational structure or presentation of the RP.
  - Process data obtained from a robot, spider, site search/retrieval application or other manual or automatic device to achieve unlawful or improper ends.
  - Sell or profit from data unlawfully or improperly obtained from the RP. If you know or are made aware that another person or Organization is using the RP in violation of the Rules of Conduct, you have an obligation to report this unlawful or improper use to PwC.
5. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the RP.
6. PwC's Proprietary Rights. We and our suppliers own the RP, which is protected by proprietary rights and laws. As between you and us, the RP and all non-public information and materials (technical, business and otherwise) related to the RP (and the use of it), including any reports generated by using the RP, are our “Confidential Information” and you will not use or disclose to third parties Confidential Information except to the extent necessary to exercise your rights and fulfill your obligations under this Agreement or as required by applicable law. You will not use PwC's proprietary database, the RP, to achieve unlawful or improper ends. Our trade names, trademarks and service marks include the name “PricewaterhouseCoopers” and “PwC” and any associated logos, marks and designs. All trade names, trademarks, service marks, logos and designs on the RP not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, logos or designs in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the RP should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.
7. While we try to maintain the timeliness, integrity and security of the RP, we do not guarantee that the RP is or will remain updated, complete, accurate, correct or secure, or that access to the RP will be uninterrupted. The RP may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the RP. If you become aware of any such alteration, contact us at the phone number listed under the “Contact Us” section of the RP with a description of such alteration and its location with respect to the RP.

This Agreement, and any dispute relating to this Agreement or the subject matter of this Agreement, will be governed by and construed, interpreted and enforced in accordance with the domestic laws of the State of New York, without giving effect to any provisions that would require the laws of another jurisdiction to apply and regardless of your location. The parties expressly disclaim the applicability of, and waive any rights based on, the Uniform Computer Information Transactions Act, the Uniform Commercial Code, or the United Nations Convention on Contracts for the International Sale of Goods, however each may be codified or amended. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE RP AND THE USE THEREOF) OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PWC UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL PANEL OF THREE ARBITRATORS INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PWC AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, nothing in this Agreement will preclude either party from seeking equitable relief in a court having jurisdiction. The arbitration will be conducted in accordance with the Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and RP then in effect (“CPR Rules”). The arbitration will be conducted before a panel of three arbitrators selected using the screened process provided for in the CPR Rules. The arbitration panel will have no power to award non-monetary or equitable relief of any sort, or to award damages inconsistent with this Agreement (including Section 16). Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration will be treated as confidential. You acknowledge and agree that any demand for arbitration must be issued within one (1) year from the date that you became aware or should reasonably have become aware of the facts that give rise to PwC's alleged liability and in any event no later than two (2) years after the cause of action accrued.

Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and PwC. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and PwC relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and PwC relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting through the RP or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. PwC will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

Statement of consent

If you would like to receive a copy of the Tax Information under aforementioned conditions we kindly ask that you, as authorized representative of the third party requesting the Tax Information to confirm your agreement to the set out terms applicable to your funds by checking the box “Yes, I understand and fully accept aforementioned terms and conditions” and clicking on “Subscribe”