It is proposed that this filing will become effective (check appropriate box):
☐
Immediately upon filing pursuant to paragraph (b)
☐
On (date) pursuant to paragraph (b)
☐
60 days after filing pursuant to paragraph (a)(1)
☐
On (date) pursuant to paragraph (a)(1)
☒
75 days after filing pursuant to paragraph (a)(2)
☐
On (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
☐
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
_________, 2024
2024 Prospectus
[iShares Max Buffer Series]
•iShares Large Cap Max Buffer Mar ETF | ____ | ____
•iShares Large Cap Max Buffer Jun ETF | ____ | ____
•iShares Large Cap Max Buffer Sep ETF | ____ | ____
•iShares Large Cap Max Buffer Dec ETF | ____ | ____
As
described herein, each of the iShares Large Cap Max Buffer Mar ETF, iShares Large Cap Max Buffer Jun ETF, iShares Large Cap Max Buffer Sep ETF, and iShares Large Cap Max Buffer Dec
ETF (each, a “Fund”) seeks to provide exposure to the share price return of the Underlying ETF up to the Approximate Cap, while seeking to
maximize the downside protection against Underlying ETF losses through an Approximate Buffer (terms are defined below).
■
Approximate Cap: The approximate upside limit on the share price return of the Underlying ETF
■
Approximate Buffer: The downside protection against approximately 100% of Underlying ETF losses
■
Underlying
ETF: iShares Core S&P 500 ETF
■
Underlying ETF’s Index: S&P 500 Index
■
Hedge
Period: Each twelve-month period as applicable (January 1 through December 31, April 1 through March 31, July 1
through June 30, and October 1 through September 30)
■
The Approximate Cap and the Approximate Buffer may not operate as anticipated and investors may
lose some or all their money.
■
The Approximate Cap and the Approximate Buffer disclosed in the prospectus only apply to shares held over an entire Hedge
Period.
■
An investor that buys shares on a date other than the first day of a Hedge Period or sells
shares on a date other than the last day of a Hedge Period may not fully realize the Approximate Cap or the Approximate Buffer and may be exposed to greater risk of loss.
■
The Approximate Buffer is provided prior to taking into account any fees or expenses charged to
the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period.
■
An investor can obtain information regarding the remaining Approximate Cap, the remaining Approximate Buffer and the potential
downside before the Approximate Buffer for the remainder of the Hedge Period on the Funds’ website, www.iShares.com.
■
The Approximate Cap will likely change for each Hedge Period. The Approximate Buffer may change
for each Hedge Period.
The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”). The securities described herein may not be sold until the registration statement becomes effective. This prospectus is not an offer to sell or the solicitation of an offer to buy securities and is not offering or soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.
The SEC has not approved or disapproved these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
iShares® and BlackRock® are
registered trademarks of BlackRock Fund Advisors and its affiliates.
i
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iSHARES® LARGE CAP MAX BUFFER MAR ETF
Ticker: ____Stock Exchange: ____
Investment Objective
The iShares Large Cap Max Buffer Mar ETF (the “Fund”) seeks to track the share price
return of the iShares Core S&P 500 ETF (the “Underlying ETF” or “Underlying Fund”) up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying ETF over an approximate 12-month period beginning at the end of each
March.
Fees and Expenses
The following table describes the fees and expenses that you will incur if you buy,
hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the
“Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except: (i) the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, (v) distribution fees or expenses, and (vi) litigation expenses and any extraordinary expenses. [The Fund may incur “Acquired Fund Fees and
Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and
expenses incurred indirectly by the Fund as a result of investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the
“Prospectus”).]
You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
Annual
Fund Operating Expenses
(ongoing expenses that you pay each year as a
percentage of the value of your investments)1
Management
Fees
Distribution and
Service (12b-1)
Fees
Other
Expenses2,3
Acquired
Fund Fees
and Expenses 3
Total
Annual
Fund
Operating
Expenses
____%
None
____%
____%
____%
1
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired
Fund Fees and Expenses, if any.
2
The amount rounded to 0.00%.
3
Based on estimated amounts for the current fiscal year.
Example.
This Example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1
Year
3
Years
$___
$___
S-1
Portfolio Turnover. The Fund or the Underlying Fund may pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio
turnover rate for the Fund or the Underlying Fund may indicate higher transaction costs and may cause the
Fund or the Underlying Fund to incur increased expenses. These costs, which are not reflected in the Annual
Fund Operating Expenses or in the Example (except costs to the Underlying Fund included as part of acquired fund fees and expenses), affect the Fund’s
performance. Because the Fund is new, there is no reportable turnover.
Principal Investment Strategies
The Fund seeks to provide exposure to the share price return of the Underlying ETF
up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside
protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide
exposure to securities of large capitalization companies or that provide for the upside limit on gains or
the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization
companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that
reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically seeks to provide against approximately 100% of Underlying ETF
losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the S&P
500 Index (the “Underlying ETF’s Index”), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC (“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of
industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative
sampling” is an indexing
strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to that of an
applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return
variability and yield) and liquidity measures similar to those of an applicable underlying index. The
Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking
error”, which is the
divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This
risk may be heightened during times of increased market volatility or other unusual market conditions. The
prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an agreement between a buyer and seller that gives the purchaser of the option the right but not
the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the
“strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration
date. When the Fund purchases a put option, the Fund pays a premium and receives the right, but not the
obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the
expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference
asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other
reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract
terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options
Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every
seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX
Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX
Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying
ETF’s Index and the remaining time to such options’ expiration, as well as trading
S-2
conditions in the options market. The Fund
will typically trade options that expire at or around the end of each annual period or “Hedge Period”
([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price
performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by
trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the
Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying
ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option.
The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the
capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period
depending on the prevailing market conditions and the cost of the put option for that Hedge Period,
resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a
negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns
to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on
the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase
call options with a strike price that is very low (approximately 1% or less) relative to the Underlying
ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g.,
component securities of the Underlying ETF’s Index) in seeking to track the share price return of the
Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase
or sell a combination of call and put options that seek to synthesize the economic characteristics of the
Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return
profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to taking into account any fees
or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s
annualized management fee of
[__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge
Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs
associated with purchasing shares of the Fund.
The Approximate Buffer
that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the
applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in
providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees
or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for
Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the
Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the
Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer, the Fund will reduce the Approximate Buffer,
including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low
enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate
Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%.
Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge
Period.
The Approximate Buffer and Approximate
Cap for a Hedge Period only apply to Fund shares held over the entire Hedge
Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate
Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if
an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share
price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when
the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the
Fund may require a larger increase in the Underlying ETF’s share price before it reaches the
Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to
each, which are typically available on iShares.com daily, should be considered before investing in the
Fund.
In periods of extreme market volatility, the Fund’s
return may be subject to an upside limit significantly below the Approximate Cap and downside protection
significantly lower than the Approximate Buffer. An investor may lose their entire investment and an
investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the
unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary
management fee) for the
S-3
current Hedge Period, along with Fund’s
position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s
website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
Summary of Principal Risks
As with any investment, you could lose all or part of your investment in the Fund,
and the Fund's performance could trail that of other investments. The Fund is subject to certain
risks (either
directly or through its investments in the Underlying Fund), including the principal risks noted below, any of which may adversely affect the Fund's net asset value per share (“NAV”), trading price, yield, total return and ability to meet its investment objective. Certain key risks are prioritized below
(with others following in alphabetical order), but the relative significance of any risk is difficult to
predict and may change over time. You should review each risk factor carefully.
Buffered Loss Risk. There can be no guarantee
that the Fund will be successful in its strategy to provide downside protection against Underlying ETF
losses. The Fund does not provide principal protection or non-principal protection, and, despite the
Approximate Buffer, an investor may experience significant losses on their investment, including the loss
of their entire investment. In the event an investor purchases Fund shares after a Hedge Period begins or
sells Fund shares prior to the end of the Hedge Period, the Approximate Buffer that the Fund seeks to provide
may not be available. In periods of extreme market volatility, the Fund’s return may be subject to
downside protection significantly lower than the Approximate Buffer.
Capped Upside Return Risk. The Fund’s
strategy seeks to provide returns that are subject to an Approximate Cap. The Approximate Cap represents an
approximate maximum percentage return that an investor can achieve from an investment in the Fund held over
an entire Hedge Period. In the event that the Underlying ETF experiences gains in excess of the upside
limit to which the Fund is subject as a result of the capped call for a Hedge Period, the Fund will not participate in those gains beyond the upside limit. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares
prior to the end of the Hedge Period, there may be little or no ability for that investor to experience an
investment gain on their Fund shares. In periods of extreme market volatility, the Fund’s return may
be subject to an upside limit significantly below the Approximate Cap.
FLEX Options Risk. In addition to counterparty
risk, FLEX Options are subject to the risk that they may be less liquid than certain other securities, such
as standardized options. In less liquid markets for the FLEX Options, terminating the FLEX Options may
require the payment of a premium or acceptance of a discounted price and may take longer to complete. In a
less liquid market for the FLEX Options, the liquidation of a large number of options may significantly
impact the price of the options and may adversely impact the value of your investment. Additionally, to the
extent market participants are not willing or able to enter into
FLEX Option transactions with the Fund at
prices that reflect the market price of the Fund shares, the Fund’s NAV and, in turn the share price
of the Fund, could be negatively impacted.
The FLEX Options held by the
Fund will be exercisable at the strike price only on their expiration date. As an in-the-money FLEX Option
approaches its expiration date, its value typically will increasingly move with the value of the Underlying ETF. However, the value of the FLEX Options prior to the expiration date may vary because of related factors other than the value of
the Underlying ETF. The value of the FLEX Options will be determined based upon market quotations or using
other recognized pricing methods. Factors that may influence the value of the FLEX Options generally
include interest rate changes, dividends, the actual and implied volatility levels of the Underlying ETF’s share price, and the remaining time until the FLEX Options expire, among others. The value of the FLEX Options held by the
Fund typically do not increase or decrease at the same rate as the Underlying ETF’s share price on a
day-to-day basis due to these factors (although they generally move in the same direction), and, as a
result, the Fund’s NAV may not increase or decrease at the same rate as the Underlying ETF’s share price.
Risk of Investing in the U.S. Investing in U.S. issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to the U.S. Certain
changes in the U.S., such as a weakening of the U.S. economy or a decline in its financial markets, may
have an adverse effect on U.S. issuers.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. Local, regional or global events such as war, acts of terrorism, pandemics or other
public health issues, recessions, the prospect or occurrence of a sovereign default or other financial
crisis, or other events could have a significant impact on the Fund and its investments and could
result in increased premiums or discounts to the Fund’s NAV.
Affiliated Fund Risk. In managing the Fund, BFA
has the ability to select Underlying Funds and substitute Underlying Funds with other ETFs that it believes
will achieve the Fund’s objective. BFA may be subject to potential conflicts of interest in selecting
Underlying Funds and substituting Underlying Funds with other ETFs because the fees paid to BFA by some
Underlying Funds and other ETFs managed by BFA may be higher than the fees paid by other Underlying
Funds. This risk may be reduced to the extent BFA has agreed to waive Acquired Fund Fees and Expenses with respect to the Underlying Fund. If an Underlying Fund or
other ETF holds interests in an affiliated fund in excess of a certain amount, the Fund may be prohibited
from purchasing shares of that Underlying Fund or other ETF.
Approximate Buffer and Approximate Cap Change
Risk. The Approximate Buffer and Approximate Cap are dependent on prevailing market conditions
(e.g. volatility, interest rates, dividends, and other factors). As such, the Approximate Buffer and Approximate Cap may rise or fall from one Hedge
Period to the next, sometimes to a significant extent, and are unlikely to remain the same for consecutive
Hedge Periods.
S-4
Asset
Class Risk. Securities and other assets in the Fund’s or an Underlying Fund’s portfolio may
underperform in comparison to the general financial markets, a particular financial market or other asset
classes.
Assets Under Management
(AUM) Risk. From time to time, an Authorized Participant (as defined below in Authorized Participant Concentration Risk), a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, or another fund may invest in the Fund and hold its investment for a specific
period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity
would not redeem its investment or that the size of the Fund would be maintained at such levels, which could
negatively impact the Fund.
Authorized Participant Concentration Risk. An “Authorized Participant” is a member or participant of a clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that allows the
Authorized Participant to place orders for the purchase and redemption of creation units (“Creation Units”). Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. There are a limited number of institutions that may act as Authorized Participants for the Fund, including on
an agency basis on behalf of other market participants. No Authorized Participant is obligated to engage in
creation or redemption transactions. To the extent that Authorized Participants exit the business or do not
place creation or redemption orders for the Fund and no other Authorized Participant places orders, Fund
shares are more likely to trade at a premium or discount to NAV and possibly face trading halts or
delisting.
Clearing Member
Default Risk. Transactions in some types of derivatives, including FLEX Options and futures, are required
to be centrally cleared
(“cleared
derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank or broker.
Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing members. Customer funds held at a
clearing organization in connection with any options contracts are held in a commingled omnibus account and
are not identified to the name of the clearing member’s individual customers. As a result, assets
deposited by the Fund with any clearing member as margin for FLEX Options or futures may, in certain
circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition,
although clearing members guarantee performance of their clients’ obligations to the Underlying ETF, the Fund's or the Underlying ETF's clearing house, there is a risk that the assets of the Fund might not be fully protected in the event
of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share
of all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members are willing to transact on the
Fund’s behalf, which heightens the risks associated with a clearing member’s
default. If a clearing member defaults, the
Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing
member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the
market as a whole, to the extent that the Fund’s investments are concentrated in the securities or
other assets of one or more issuers, countries or other geographic units, markets, industries, project types, or asset classes.
Counterparty Risk. Derivatives are subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual
obligation, and the related risks of having concentrated exposure to such a counterparty. The OCC acts as
guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund
to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant
losses.
Cybersecurity
Risk. Failures or breaches of the electronic systems of the Fund, its adviser, distributor, other service providers, counterparties, or issuers of assets in which
the Fund invests may cause disruptions that negatively impact the Fund and its shareholders. While the Fund
has established business continuity plans and risk management systems seeking to address system breaches or
failures, there are inherent limitations in such plans and systems. The Fund cannot control the
cybersecurity plans and systems of its service providers, counterparties, and other third parties whose activities affect the Fund.
Derivatives Risk. The Fund’s use of derivatives may reduce the Fund’s returns or increase volatility. Volatility is defined as the characteristic of a security, an index or a
market to fluctuate significantly in price within a short time period. Derivatives may also be subject to
counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual
obligation. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not
correlate perfectly with the value of the underlying asset, the performance of the asset class to which the
Fund seeks exposure or to the performance of the overall securities markets. The possible lack of a liquid secondary market for derivatives and the resulting inability of the
Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make
derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its
derivatives positions as a result of unanticipated market movements, which losses are potentially
unlimited. Certain derivatives may give rise to a form of leverage and may expose the Fund to greater risk
and increase its costs. To the extent that the Fund invests in rolling futures contracts, it may be subject to additional risk. The impact of U.S. and global regulation of derivatives may make derivatives more costly, may limit the
availability of derivatives, may delay or restrict the exercise by the
S-5
Fund of termination rights or remedies upon a
counterparty default under derivatives held by the Fund (which could result in losses), or may otherwise
adversely affect the value or performance of derivatives. In addition, the Fund's use of derivatives may
expose the Fund to risks related to potential operational issues, such as documentation and settlement issues, systems failures, inadequate controls and human error. Derivatives may also involve legal risks, including insufficient
documentation, insufficient capacity or authority of a counterparty, and legality and enforceability of a
contract.
Equity Securities
Risk. Equity securities are subject to changes in value, and their values may be more volatile than those of other asset classes. The value of a security may decline
for a number of reasons that may directly relate to the issuer as well as due to general industry or market
conditions. Common stock is subordinated to preferred securities and debt in a company’s capital
structure. Common stock has the lowest priority, and the greatest risk, with respect to dividends and any liquidation payments in the event of an issuer’s bankruptcy.
Futures Contract Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset
at a specified future date at a specified price. Unlike equities, which typically entitle the holder to a
continuing ownership stake in an issuer, futures contracts normally specify a certain date for settlement
in cash based on the level of the reference rate. The primary risks associated with the use of futures contracts are: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the
futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting
inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements,
which are potentially unlimited; (iv) BFA’s inability to predict correctly the direction of prices and other economic factors; and (v) the possibility that the counterparty will default in the performance of its obligations.
Hedge Period Risk. The Approximate Buffer and Approximate Cap for a Hedge Period apply to Fund shares held over the entire Hedge Period. In the event an investor purchases Fund
shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the returns
realized by the investor will not match those that the Fund seeks to provide.
Indexing Investment Risk. The Underlying Fund is not actively managed, and BFA generally does not attempt to take defensive positions in the Underlying Fund under any market conditions, including declining markets.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,
business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility,
severe losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund and its
investments and may impact the Fund’s
ability to purchase or sell securities or cause elevated tracking error and increased premiums or discounts
to the Fund's NAV. Despite the development of vaccines, the duration of the COVID-19 pandemic and its
effects cannot be predicted with certainty.
Information Technology Sector Risk. Information technology companies face intense competition and potentially rapid product obsolescence. They are also heavily dependent on
intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the information technology sector are facing increased government and regulatory scrutiny and
may be subject to adverse government or regulatory action. Companies in the software industry may be
adversely affected by, among other things, the decline or fluctuation of subscription renewal rates for
their products and services and actual or perceived vulnerabilities in their products or
services.
Investment in the
Underlying Fund Risk. The Fund invests substantially all of its assets in the Underlying Fund, so the Fund’s investment performance is directly related to the performance of the Underlying Fund. The Fund’s NAV will change
with changes in the value of the Underlying Fund and other securities in which the Fund invests based on
their market valuations. An investment in the Fund will entail more costs and expenses than a direct
investment in the Underlying Fund.
Investment Objective Risk. Certain circumstances under which the Fund might not achieve its objective include, but are not limited, to (i) if the Fund disposes of exchange-traded
options, (ii) if the Fund is unable to maintain the proportional relationship based on the number of
exchange-traded options in the Fund’s portfolio, (iii) significant accrual of Fund expenses in connection with effecting the Fund’s principal investment strategy or (iv) adverse tax law changes affecting the treatment of
FLEX Options.
Issuer
Risk. The performance of the Fund depends on the performance of individual securities to which the Fund or the Underlying Fund has exposure. Changes in the financial
condition or credit rating of an issuer of those securities may cause the value of the securities to
decline.
Large-Capitalization
Companies Risk. Large-capitalization companies may be less able than smaller-capitalization companies to adapt to changing market conditions and competitive challenges. Large-capitalization companies may be
more mature and subject to more limited growth potential compared with smaller-capitalization companies.
The performance of large-capitalization companies could trail the overall performance of the broader
securities markets.
Large
Shareholder and Large-Scale Redemption Risk. Certain shareholders of the Fund, including an Authorized
Participant, a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a
market maker, or another entity, may from time to time own or manage a substantial amount of Fund shares, or may hold their investment in the Fund for a limited period of time. There can be no assurance that any large shareholder or large
group of
S-6
shareholders would not redeem their
investment. Redemptions of a large number of Fund shares could require the Fund to dispose of assets to
meet the redemption requests, which can accelerate the realization of taxable income and/or capital gains and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition,
under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately
large taxable distribution during or with respect to such year. In some circumstances, the Fund may hold a
relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. These large redemptions may also force the Fund to sell portfolio securities or other assets when it might not otherwise
do so, which may negatively impact the Fund’s NAV, increase the Fund’s brokerage costs and/or
have a material effect on the market price of Fund shares.
Management Risk. The Fund is subject to management risk, which is the risk that the investment process, techniques and risk analyses applied by BFA will not produce the desired
results, and that securities selected by BFA may underperform the market or any relevant benchmark. In
addition, legislative, regulatory, or tax developments may affect the investment techniques available to
BFA in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve
its investment objective.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active primary market for Fund shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility,
and disruptions in the process of creating and redeeming Fund shares. Any of these factors, among others,
may lead to the Fund’s shares trading in the secondary market at a premium or discount to NAV or to the
intraday value of the Fund’s portfolio holdings. If you buy Fund shares at a time when the market
price is at a premium to NAV or sell Fund shares at a time when the market price is at a discount to NAV,
you may pay significantly more or receive significantly less than the underlying value of the Fund shares.
Non-Diversification Risk. The Fund is classified as
“non-diversified.”
This means that, compared with other funds that are classified as “diversified,” the Fund may invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund's performance may depend on the performance of a small number of
issuers.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the
Fund’s service providers, counterparties or other third parties, failed or inadequate processes and
technology or systems failures. The Fund and BFA seek to reduce these operational risks through controls
and procedures. However, these measures do not address every possible risk and may be inadequate to address
significant operational risks.
Options Risk. Investments in options are considered speculative. When the Fund purchases an option, it may lose the total premium paid for it if the price of the underlying security or other
assets decreased, remained the same or failed to increase to a
level at or beyond the exercise price (in the case of a call option) or increased, remained the same or
failed to decrease to a level at or below the exercise price (in the case of a put option). If a put or
call option purchased by the Fund were permitted to expire without being sold or exercised, its premium
would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline
or increase in the underlying asset is significantly below or above the exercise price of the written
option, the Fund could experience a substantial loss.
Risk of Investing in Developed Countries. The Fund’s and the Underlying Fund's investment in developed country issuers will subject the Fund to legal, regulatory, political, currency, security, economic and other risks associated with
developed countries. Developed countries tend to represent a significant portion of the global economy and
have generally experienced slower economic growth than some less developed countries. Certain developed
countries have experienced security concerns, such as war, terrorism and strained international relations.
Incidents involving a country’s or region’s security may cause uncertainty in its markets and
may adversely affect its economy and the Fund’s or the Underlying Fund's investments. In addition, developed countries may be adversely impacted by changes to the economic conditions of certain key trading partners, regulatory
burdens, debt burdens and the price or availability of certain commodities.
Securities Lending Risk. The Fund may engage in
securities lending. Securities lending involves the risk that the Fund may lose money because the borrower
of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also
lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the
Fund.
Small Fund Risk. When the Fund’s size is small, the Fund may experience low trading volume and wide bid/ask spreads. In addition, the Fund may face the risk of being delisted if the Fund does not meet certain conditions of the listing
exchange. Any resulting liquidation of the Fund could cause the Fund to incur elevated transaction costs
for the Fund and negative tax consequences for its shareholders.
Tax Risk.
The Fund intends to elect and to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a RIC, the Fund will not be subject
to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Internal Revenue Code. However, the federal income
tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This
includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible
application of the
“straddle” rules, and various loss limitation provisions of the Internal Revenue Code. To qualify and maintain its status as a RIC, the Fund must meet certain income, diversification and distributions tests. For purposes of the
diversification test, the identification of the issuer (or, in some
S-7
cases, issuers) of a particular Fund
investment can depend on the terms and conditions of that investment. In particular, there is no published
Internal Revenue Service guidance or case law on how to determine the “issuer” of certain derivatives that the
Fund will enter into. Based upon the language in the legislative history, the Fund intends to treat the
issuer of the FLEX Options as the referenced asset, which, assuming the referenced asset qualifies as a
RIC, would allow the Fund to count the FLEX Options as automatically diversified investments under the RIC diversification requirements. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Internal Revenue Code applicable to RICs. If the income is not qualifying income or the issuer of the FLEX Options is not appropriately the referenced asset, the Fund
may not qualify, or may be disqualified, as a RIC. If the Fund does not qualify as a RIC for any taxable
year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income is
distributed.
Technology Sector
Risk. Technology companies, including information technology companies, may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent
on intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the technology sector may face increased government and regulatory scrutiny and may be subject
to adverse government or regulatory action.
Upside Participation Risk. There can be no guarantee that the Fund will be successful in its strategy to match the increase, if any, of the share price return of the Underlying ETF over a Hedge
Period, subject to an Approximate Cap. In the event an investor
purchases Fund shares after the beginning of a Hedge Period or does not stay invested in the Fund for the
entirety of the Hedge Period, the returns realized by the investor may not match those that the Fund seeks
to achieve.
Valuation Risk. The price the Fund or the Underlying Fund could receive upon the sale of a security or other asset may differ from the Fund's or the Underlying Fund's valuation of the security or other asset, particularly for securities or other assets that trade in low volume or volatile markets, or assets that
are impacted by market disruption events or that are valued using a fair value methodology as a result of
trade suspensions or for other reasons. In addition, the value of the securities or other assets in the
Fund's or the Underlying Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's or the Underlying Fund's shares. Authorized Participants who purchase or redeem shares of
the Fund or the Underlying Fund on days when the Fund or the Underlying Fund is holding fair-valued
securities or other instruments may receive fewer or more shares, or lower or higher redemption
proceeds, than they would have received had the securities or other instruments not been fair valued or been valued using a different methodology. The ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
Performance Information
As of the date of the Prospectus, the Fund has not commenced operations and therefore has no performance information to
report.
S-8
Management
Investment Adviser. BlackRock Fund Advisors.
Portfolio Managers. Jennifer Hsui, Greg Savage and Paul Whitehead (the “Portfolio Managers”) are primarily responsible for the
day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Ms. Hsui, Mr. Savage and Mr. Whitehead have been Portfolio Managers of the Fund since inception (2024).
Purchase and Sale of Fund Shares
The Fund is an ETF. Individual shares of the Fund may only be bought and sold in the secondary market through a broker-dealer. Because ETF shares trade at market prices rather than
at NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). An investor
may incur costs attributable to the difference between the highest price a buyer is willing to pay to
purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the
“bid-ask spread”).
Tax Information
The Fund intends to make distributions that may be taxable to you as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an
individual retirement account
(“IRA”), in which case, your distributions generally will be taxed when withdrawn.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), BFA or
other related companies may pay the intermediary for marketing activities and presentations, educational
training programs, conferences, the development of technology platforms and reporting systems or other
services related to the sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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iSHARES® LARGE CAP MAX BUFFER JUN ETF
Ticker: ____Stock Exchange: ____
Investment Objective
The iShares Large Cap Max Buffer Jun ETF (the “Fund”) seeks to track the share price
return of the iShares Core S&P 500 ETF (the “Underlying ETF” or “Underlying Fund”) up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying ETF over an approximate 12-month period beginning at the end of each
June.
Fees and Expenses
The following table describes the fees and expenses that you will incur if you buy,
hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the
“Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except: (i) the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, (v) distribution fees or expenses, and (vi) litigation expenses and any extraordinary expenses. [The Fund may incur “Acquired Fund Fees and
Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and
expenses incurred indirectly by the Fund as a result of investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the
“Prospectus”).]
You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
Annual
Fund Operating Expenses
(ongoing expenses that you pay each year as a
percentage of the value of your investments)1
Management
Fees
Distribution and
Service (12b-1)
Fees
Other
Expenses2,3
Acquired
Fund Fees
and Expenses 3
Total
Annual
Fund
Operating
Expenses
____%
None
____%
____%
____%
1
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired
Fund Fees and Expenses, if any.
2
The amount rounded to 0.00%.
3
Based on estimated amounts for the current fiscal year.
Example.
This Example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1
Year
3
Years
$___
$___
S-11
Portfolio Turnover. The Fund or the Underlying Fund may pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio
turnover rate for the Fund or the Underlying Fund may indicate higher transaction costs and may cause the
Fund or the Underlying Fund to incur increased expenses. These costs, which are not reflected in the Annual
Fund Operating Expenses or in the Example (except costs to the Underlying Fund included as part of acquired fund fees and expenses), affect the Fund’s
performance. Because the Fund is new, there is no reportable turnover.
Principal Investment Strategies
The Fund seeks to provide exposure to the share price return of the Underlying ETF
up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside
protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide
exposure to securities of large capitalization companies or that provide for the upside limit on gains or
the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization
companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that
reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically seeks to provide against approximately 100% of Underlying ETF
losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the S&P
500 Index (the “Underlying ETF’s Index”), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC (“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of
industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative
sampling” is an indexing
strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to that of an
applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return
variability and yield) and liquidity measures similar to those of an applicable underlying index. The
Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking
error”, which is the
divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This
risk may be heightened during times of increased market volatility or other unusual market conditions. The
prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an agreement between a buyer and seller that gives the purchaser of the option the right but not
the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the
“strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration
date. When the Fund purchases a put option, the Fund pays a premium and receives the right, but not the
obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the
expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference
asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other
reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract
terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options
Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every
seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX
Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX
Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying
ETF’s Index and the remaining time to such options’ expiration, as well as trading
S-12
conditions in the options market. The Fund
will typically trade options that expire at or around the end of each annual period or “Hedge Period”
([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price
performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by
trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the
Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying
ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option.
The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the
capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period
depending on the prevailing market conditions and the cost of the put option for that Hedge Period,
resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a
negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns
to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on
the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase
call options with a strike price that is very low (approximately 1% or less) relative to the Underlying
ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g.,
component securities of the Underlying ETF’s Index) in seeking to track the share price return of the
Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase
or sell a combination of call and put options that seek to synthesize the economic characteristics of the
Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return
profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to taking into account any fees
or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s
annualized management fee of
[__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge
Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs
associated with purchasing shares of the Fund.
The Approximate Buffer
that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the
applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in
providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees
or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for
Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the
Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the
Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer, the Fund will reduce the Approximate Buffer,
including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low
enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate
Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%.
Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge
Period.
The Approximate Buffer and Approximate
Cap for a Hedge Period only apply to Fund shares held over the entire Hedge
Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate
Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if
an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share
price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when
the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the
Fund may require a larger increase in the Underlying ETF’s share price before it reaches the
Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to
each, which are typically available on iShares.com daily, should be considered before investing in the
Fund.
In periods of extreme market volatility, the Fund’s
return may be subject to an upside limit significantly below the Approximate Cap and downside protection
significantly lower than the Approximate Buffer. An investor may lose their entire investment and an
investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the
unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary
management fee) for the
S-13
current Hedge Period, along with Fund’s
position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s
website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
Summary of Principal Risks
As with any investment, you could lose all or part of your investment in the Fund,
and the Fund's performance could trail that of other investments. The Fund is subject to certain
risks (either
directly or through its investments in the Underlying Fund), including the principal risks noted below, any of which may adversely affect the Fund's net asset value per share (“NAV”), trading price, yield, total return and ability to meet its investment objective. Certain key risks are prioritized below
(with others following in alphabetical order), but the relative significance of any risk is difficult to
predict and may change over time. You should review each risk factor carefully.
Buffered Loss Risk. There can be no guarantee
that the Fund will be successful in its strategy to provide downside protection against Underlying ETF
losses. The Fund does not provide principal protection or non-principal protection, and, despite the
Approximate Buffer, an investor may experience significant losses on their investment, including the loss
of their entire investment. In the event an investor purchases Fund shares after a Hedge Period begins or
sells Fund shares prior to the end of the Hedge Period, the Approximate Buffer that the Fund seeks to provide
may not be available. In periods of extreme market volatility, the Fund’s return may be subject to
downside protection significantly lower than the Approximate Buffer.
Capped Upside Return Risk. The Fund’s
strategy seeks to provide returns that are subject to an Approximate Cap. The Approximate Cap represents an
approximate maximum percentage return that an investor can achieve from an investment in the Fund held over
an entire Hedge Period. In the event that the Underlying ETF experiences gains in excess of the upside
limit to which the Fund is subject as a result of the capped call for a Hedge Period, the Fund will not participate in those gains beyond the upside limit. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares
prior to the end of the Hedge Period, there may be little or no ability for that investor to experience an
investment gain on their Fund shares. In periods of extreme market volatility, the Fund’s return may
be subject to an upside limit significantly below the Approximate Cap.
FLEX Options Risk. In addition to counterparty
risk, FLEX Options are subject to the risk that they may be less liquid than certain other securities, such
as standardized options. In less liquid markets for the FLEX Options, terminating the FLEX Options may
require the payment of a premium or acceptance of a discounted price and may take longer to complete. In a
less liquid market for the FLEX Options, the liquidation of a large number of options may significantly
impact the price of the options and may adversely impact the value of your investment. Additionally, to the
extent market participants are not willing or able to enter into
FLEX Option transactions with the Fund at
prices that reflect the market price of the Fund shares, the Fund’s NAV and, in turn the share price
of the Fund, could be negatively impacted.
The FLEX Options held by the
Fund will be exercisable at the strike price only on their expiration date. As an in-the-money FLEX Option
approaches its expiration date, its value typically will increasingly move with the value of the Underlying ETF. However, the value of the FLEX Options prior to the expiration date may vary because of related factors other than the value of
the Underlying ETF. The value of the FLEX Options will be determined based upon market quotations or using
other recognized pricing methods. Factors that may influence the value of the FLEX Options generally
include interest rate changes, dividends, the actual and implied volatility levels of the Underlying ETF’s share price, and the remaining time until the FLEX Options expire, among others. The value of the FLEX Options held by the
Fund typically do not increase or decrease at the same rate as the Underlying ETF’s share price on a
day-to-day basis due to these factors (although they generally move in the same direction), and, as a
result, the Fund’s NAV may not increase or decrease at the same rate as the Underlying ETF’s share price.
Risk of Investing in the U.S. Investing in U.S. issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to the U.S. Certain
changes in the U.S., such as a weakening of the U.S. economy or a decline in its financial markets, may
have an adverse effect on U.S. issuers.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. Local, regional or global events such as war, acts of terrorism, pandemics or other
public health issues, recessions, the prospect or occurrence of a sovereign default or other financial
crisis, or other events could have a significant impact on the Fund and its investments and could
result in increased premiums or discounts to the Fund’s NAV.
Affiliated Fund Risk. In managing the Fund, BFA
has the ability to select Underlying Funds and substitute Underlying Funds with other ETFs that it believes
will achieve the Fund’s objective. BFA may be subject to potential conflicts of interest in selecting
Underlying Funds and substituting Underlying Funds with other ETFs because the fees paid to BFA by some
Underlying Funds and other ETFs managed by BFA may be higher than the fees paid by other Underlying
Funds. This risk may be reduced to the extent BFA has agreed to waive Acquired Fund Fees and Expenses with respect to the Underlying Fund. If an Underlying Fund or
other ETF holds interests in an affiliated fund in excess of a certain amount, the Fund may be prohibited
from purchasing shares of that Underlying Fund or other ETF.
Approximate Buffer and Approximate Cap Change
Risk. The Approximate Buffer and Approximate Cap are dependent on prevailing market conditions
(e.g. volatility, interest rates, dividends, and other factors). As such, the Approximate Buffer and Approximate Cap may rise or fall from one Hedge
Period to the next, sometimes to a significant extent, and are unlikely to remain the same for consecutive
Hedge Periods.
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Asset
Class Risk. Securities and other assets in the Fund’s or an Underlying Fund’s portfolio may
underperform in comparison to the general financial markets, a particular financial market or other asset
classes.
Assets Under Management
(AUM) Risk. From time to time, an Authorized Participant (as defined below in Authorized Participant Concentration Risk), a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, or another fund may invest in the Fund and hold its investment for a specific
period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity
would not redeem its investment or that the size of the Fund would be maintained at such levels, which could
negatively impact the Fund.
Authorized Participant Concentration Risk. An “Authorized Participant” is a member or participant of a clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that allows the
Authorized Participant to place orders for the purchase and redemption of creation units (“Creation Units”). Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. There are a limited number of institutions that may act as Authorized Participants for the Fund, including on
an agency basis on behalf of other market participants. No Authorized Participant is obligated to engage in
creation or redemption transactions. To the extent that Authorized Participants exit the business or do not
place creation or redemption orders for the Fund and no other Authorized Participant places orders, Fund
shares are more likely to trade at a premium or discount to NAV and possibly face trading halts or
delisting.
Clearing Member
Default Risk. Transactions in some types of derivatives, including FLEX Options and futures, are required
to be centrally cleared
(“cleared
derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank or broker.
Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing members. Customer funds held at a
clearing organization in connection with any options contracts are held in a commingled omnibus account and
are not identified to the name of the clearing member’s individual customers. As a result, assets
deposited by the Fund with any clearing member as margin for FLEX Options or futures may, in certain
circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition,
although clearing members guarantee performance of their clients’ obligations to the Underlying ETF, the Fund's or the Underlying ETF's clearing house, there is a risk that the assets of the Fund might not be fully protected in the event
of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share
of all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members are willing to transact on the
Fund’s behalf, which heightens the risks associated with a clearing member’s
default. If a clearing member defaults, the
Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing
member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the
market as a whole, to the extent that the Fund’s investments are concentrated in the securities or
other assets of one or more issuers, countries or other geographic units, markets, industries, project types, or asset classes.
Counterparty Risk. Derivatives are subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual
obligation, and the related risks of having concentrated exposure to such a counterparty. The OCC acts as
guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund
to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant
losses.
Cybersecurity
Risk. Failures or breaches of the electronic systems of the Fund, its adviser, distributor, other service providers, counterparties, or issuers of assets in which
the Fund invests may cause disruptions that negatively impact the Fund and its shareholders. While the Fund
has established business continuity plans and risk management systems seeking to address system breaches or
failures, there are inherent limitations in such plans and systems. The Fund cannot control the
cybersecurity plans and systems of its service providers, counterparties, and other third parties whose activities affect the Fund.
Derivatives Risk. The Fund’s use of derivatives may reduce the Fund’s returns or increase volatility. Volatility is defined as the characteristic of a security, an index or a
market to fluctuate significantly in price within a short time period. Derivatives may also be subject to
counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual
obligation. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not
correlate perfectly with the value of the underlying asset, the performance of the asset class to which the
Fund seeks exposure or to the performance of the overall securities markets. The possible lack of a liquid secondary market for derivatives and the resulting inability of the
Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make
derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its
derivatives positions as a result of unanticipated market movements, which losses are potentially
unlimited. Certain derivatives may give rise to a form of leverage and may expose the Fund to greater risk
and increase its costs. To the extent that the Fund invests in rolling futures contracts, it may be subject to additional risk. The impact of U.S. and global regulation of derivatives may make derivatives more costly, may limit the
availability of derivatives, may delay or restrict the exercise by the
S-15
Fund of termination rights or remedies upon a
counterparty default under derivatives held by the Fund (which could result in losses), or may otherwise
adversely affect the value or performance of derivatives. In addition, the Fund's use of derivatives may
expose the Fund to risks related to potential operational issues, such as documentation and settlement issues, systems failures, inadequate controls and human error. Derivatives may also involve legal risks, including insufficient
documentation, insufficient capacity or authority of a counterparty, and legality and enforceability of a
contract.
Equity Securities
Risk. Equity securities are subject to changes in value, and their values may be more volatile than those of other asset classes. The value of a security may decline
for a number of reasons that may directly relate to the issuer as well as due to general industry or market
conditions. Common stock is subordinated to preferred securities and debt in a company’s capital
structure. Common stock has the lowest priority, and the greatest risk, with respect to dividends and any liquidation payments in the event of an issuer’s bankruptcy.
Futures Contract Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset
at a specified future date at a specified price. Unlike equities, which typically entitle the holder to a
continuing ownership stake in an issuer, futures contracts normally specify a certain date for settlement
in cash based on the level of the reference rate. The primary risks associated with the use of futures contracts are: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the
futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting
inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements,
which are potentially unlimited; (iv) BFA’s inability to predict correctly the direction of prices and other economic factors; and (v) the possibility that the counterparty will default in the performance of its obligations.
Hedge Period Risk. The Approximate Buffer and Approximate Cap for a Hedge Period apply to Fund shares held over the entire Hedge Period. In the event an investor purchases Fund
shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the returns
realized by the investor will not match those that the Fund seeks to provide.
Indexing Investment Risk. The Underlying Fund is not actively managed, and BFA generally does not attempt to take defensive positions in the Underlying Fund under any market conditions, including declining markets.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,
business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility,
severe losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund and its
investments and may impact the Fund’s
ability to purchase or sell securities or cause elevated tracking error and increased premiums or discounts
to the Fund's NAV. Despite the development of vaccines, the duration of the COVID-19 pandemic and its
effects cannot be predicted with certainty.
Information Technology Sector Risk. Information technology companies face intense competition and potentially rapid product obsolescence. They are also heavily dependent on
intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the information technology sector are facing increased government and regulatory scrutiny and
may be subject to adverse government or regulatory action. Companies in the software industry may be
adversely affected by, among other things, the decline or fluctuation of subscription renewal rates for
their products and services and actual or perceived vulnerabilities in their products or
services.
Investment in the
Underlying Fund Risk. The Fund invests substantially all of its assets in the Underlying Fund, so the Fund’s investment performance is directly related to the performance of the Underlying Fund. The Fund’s NAV will change
with changes in the value of the Underlying Fund and other securities in which the Fund invests based on
their market valuations. An investment in the Fund will entail more costs and expenses than a direct
investment in the Underlying Fund.
Investment Objective Risk. Certain circumstances under which the Fund might not achieve its objective include, but are not limited, to (i) if the Fund disposes of exchange-traded
options, (ii) if the Fund is unable to maintain the proportional relationship based on the number of
exchange-traded options in the Fund’s portfolio, (iii) significant accrual of Fund expenses in connection with effecting the Fund’s principal investment strategy or (iv) adverse tax law changes affecting the treatment of
FLEX Options.
Issuer
Risk. The performance of the Fund depends on the performance of individual securities to which the Fund or the Underlying Fund has exposure. Changes in the financial
condition or credit rating of an issuer of those securities may cause the value of the securities to
decline.
Large-Capitalization
Companies Risk. Large-capitalization companies may be less able than smaller-capitalization companies to adapt to changing market conditions and competitive challenges. Large-capitalization companies may be
more mature and subject to more limited growth potential compared with smaller-capitalization companies.
The performance of large-capitalization companies could trail the overall performance of the broader
securities markets.
Large
Shareholder and Large-Scale Redemption Risk. Certain shareholders of the Fund, including an Authorized
Participant, a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a
market maker, or another entity, may from time to time own or manage a substantial amount of Fund shares, or may hold their investment in the Fund for a limited period of time. There can be no assurance that any large shareholder or large
group of
S-16
shareholders would not redeem their
investment. Redemptions of a large number of Fund shares could require the Fund to dispose of assets to
meet the redemption requests, which can accelerate the realization of taxable income and/or capital gains and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition,
under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately
large taxable distribution during or with respect to such year. In some circumstances, the Fund may hold a
relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. These large redemptions may also force the Fund to sell portfolio securities or other assets when it might not otherwise
do so, which may negatively impact the Fund’s NAV, increase the Fund’s brokerage costs and/or
have a material effect on the market price of Fund shares.
Management Risk. The Fund is subject to management risk, which is the risk that the investment process, techniques and risk analyses applied by BFA will not produce the desired
results, and that securities selected by BFA may underperform the market or any relevant benchmark. In
addition, legislative, regulatory, or tax developments may affect the investment techniques available to
BFA in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve
its investment objective.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active primary market for Fund shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility,
and disruptions in the process of creating and redeeming Fund shares. Any of these factors, among others,
may lead to the Fund’s shares trading in the secondary market at a premium or discount to NAV or to the
intraday value of the Fund’s portfolio holdings. If you buy Fund shares at a time when the market
price is at a premium to NAV or sell Fund shares at a time when the market price is at a discount to NAV,
you may pay significantly more or receive significantly less than the underlying value of the Fund shares.
Non-Diversification Risk. The Fund is classified as
“non-diversified.”
This means that, compared with other funds that are classified as “diversified,” the Fund may invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund's performance may depend on the performance of a small number of
issuers.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the
Fund’s service providers, counterparties or other third parties, failed or inadequate processes and
technology or systems failures. The Fund and BFA seek to reduce these operational risks through controls
and procedures. However, these measures do not address every possible risk and may be inadequate to address
significant operational risks.
Options Risk. Investments in options are considered speculative. When the Fund purchases an option, it may lose the total premium paid for it if the price of the underlying security or other
assets decreased, remained the same or failed to increase to a
level at or beyond the exercise price (in the case of a call option) or increased, remained the same or
failed to decrease to a level at or below the exercise price (in the case of a put option). If a put or
call option purchased by the Fund were permitted to expire without being sold or exercised, its premium
would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline
or increase in the underlying asset is significantly below or above the exercise price of the written
option, the Fund could experience a substantial loss.
Risk of Investing in Developed Countries. The Fund’s and the Underlying Fund's investment in developed country issuers will subject the Fund to legal, regulatory, political, currency, security, economic and other risks associated with
developed countries. Developed countries tend to represent a significant portion of the global economy and
have generally experienced slower economic growth than some less developed countries. Certain developed
countries have experienced security concerns, such as war, terrorism and strained international relations.
Incidents involving a country’s or region’s security may cause uncertainty in its markets and
may adversely affect its economy and the Fund’s or the Underlying Fund's investments. In addition, developed countries may be adversely impacted by changes to the economic conditions of certain key trading partners, regulatory
burdens, debt burdens and the price or availability of certain commodities.
Securities Lending Risk. The Fund may engage in
securities lending. Securities lending involves the risk that the Fund may lose money because the borrower
of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also
lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the
Fund.
Small Fund Risk. When the Fund’s size is small, the Fund may experience low trading volume and wide bid/ask spreads. In addition, the Fund may face the risk of being delisted if the Fund does not meet certain conditions of the listing
exchange. Any resulting liquidation of the Fund could cause the Fund to incur elevated transaction costs
for the Fund and negative tax consequences for its shareholders.
Tax Risk.
The Fund intends to elect and to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a RIC, the Fund will not be subject
to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Internal Revenue Code. However, the federal income
tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This
includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible
application of the
“straddle” rules, and various loss limitation provisions of the Internal Revenue Code. To qualify and maintain its status as a RIC, the Fund must meet certain income, diversification and distributions tests. For purposes of the
diversification test, the identification of the issuer (or, in some
S-17
cases, issuers) of a particular Fund
investment can depend on the terms and conditions of that investment. In particular, there is no published
Internal Revenue Service guidance or case law on how to determine the “issuer” of certain derivatives that the
Fund will enter into. Based upon the language in the legislative history, the Fund intends to treat the
issuer of the FLEX Options as the referenced asset, which, assuming the referenced asset qualifies as a
RIC, would allow the Fund to count the FLEX Options as automatically diversified investments under the RIC diversification requirements. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Internal Revenue Code applicable to RICs. If the income is not qualifying income or the issuer of the FLEX Options is not appropriately the referenced asset, the Fund
may not qualify, or may be disqualified, as a RIC. If the Fund does not qualify as a RIC for any taxable
year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income is
distributed.
Technology Sector
Risk. Technology companies, including information technology companies, may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent
on intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the technology sector may face increased government and regulatory scrutiny and may be subject
to adverse government or regulatory action.
Upside Participation Risk. There can be no guarantee that the Fund will be successful in its strategy to match the increase, if any, of the share price return of the Underlying ETF over a Hedge
Period, subject to an Approximate Cap. In the event an investor
purchases Fund shares after the beginning of a Hedge Period or does not stay invested in the Fund for the
entirety of the Hedge Period, the returns realized by the investor may not match those that the Fund seeks
to achieve.
Valuation Risk. The price the Fund or the Underlying Fund could receive upon the sale of a security or other asset may differ from the Fund's or the Underlying Fund's valuation of the security or other asset, particularly for securities or other assets that trade in low volume or volatile markets, or assets that
are impacted by market disruption events or that are valued using a fair value methodology as a result of
trade suspensions or for other reasons. In addition, the value of the securities or other assets in the
Fund's or the Underlying Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's or the Underlying Fund's shares. Authorized Participants who purchase or redeem shares of
the Fund or the Underlying Fund on days when the Fund or the Underlying Fund is holding fair-valued
securities or other instruments may receive fewer or more shares, or lower or higher redemption
proceeds, than they would have received had the securities or other instruments not been fair valued or been valued using a different methodology. The ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
Performance Information
As of the date of the Prospectus, the Fund has not commenced operations and therefore has no performance information to
report.
S-18
Management
Investment Adviser. BlackRock Fund Advisors.
Portfolio Managers. Jennifer Hsui, Greg Savage and Paul Whitehead (the “Portfolio Managers”) are primarily responsible for the
day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Ms. Hsui, Mr. Savage and Mr. Whitehead have been Portfolio Managers of the Fund since inception (2024).
Purchase and Sale of Fund Shares
The Fund is an ETF. Individual shares of the Fund may only be bought and sold in the secondary market through a broker-dealer. Because ETF shares trade at market prices rather than
at NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). An investor
may incur costs attributable to the difference between the highest price a buyer is willing to pay to
purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the
“bid-ask spread”).
Tax Information
The Fund intends to make distributions that may be taxable to you as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an
individual retirement account
(“IRA”), in which case, your distributions generally will be taxed when withdrawn.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), BFA or
other related companies may pay the intermediary for marketing activities and presentations, educational
training programs, conferences, the development of technology platforms and reporting systems or other
services related to the sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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iSHARES® LARGE CAP MAX BUFFER SEP ETF
Ticker: ____Stock Exchange: ____
Investment Objective
The iShares Large Cap Max Buffer Sep ETF (the “Fund”) seeks to track the share price
return of the iShares Core S&P 500 ETF (the “Underlying ETF” or “Underlying Fund”) up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying ETF over an approximate 12-month period beginning at the end of each
September.
Fees and Expenses
The following table describes the fees and expenses that you will incur if you buy,
hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the
“Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except: (i) the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, (v) distribution fees or expenses, and (vi) litigation expenses and any extraordinary expenses. [The Fund may incur “Acquired Fund Fees and
Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and
expenses incurred indirectly by the Fund as a result of investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the
“Prospectus”).]
You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
Annual
Fund Operating Expenses
(ongoing expenses that you pay each year as a
percentage of the value of your investments)1
Management
Fees
Distribution and
Service (12b-1)
Fees
Other
Expenses2,3
Acquired
Fund Fees
and Expenses 3
Total
Annual
Fund
Operating
Expenses
____%
None
____%
____%
____%
1
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired
Fund Fees and Expenses, if any.
2
The amount rounded to 0.00%.
3
Based on estimated amounts for the current fiscal year.
Example.
This Example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1
Year
3
Years
$___
$___
S-21
Portfolio Turnover. The Fund or the Underlying Fund may pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio
turnover rate for the Fund or the Underlying Fund may indicate higher transaction costs and may cause the
Fund or the Underlying Fund to incur increased expenses. These costs, which are not reflected in the Annual
Fund Operating Expenses or in the Example (except costs to the Underlying Fund included as part of acquired fund fees and expenses), affect the Fund’s
performance. Because the Fund is new, there is no reportable turnover.
Principal Investment Strategies
The Fund seeks to provide exposure to the share price return of the Underlying ETF
up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside
protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide
exposure to securities of large capitalization companies or that provide for the upside limit on gains or
the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization
companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that
reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically seeks to provide against approximately 100% of Underlying ETF
losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the S&P
500 Index (the “Underlying ETF’s Index”), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC (“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of
industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative
sampling” is an indexing
strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to that of an
applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return
variability and yield) and liquidity measures similar to those of an applicable underlying index. The
Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking
error”, which is the
divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This
risk may be heightened during times of increased market volatility or other unusual market conditions. The
prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an agreement between a buyer and seller that gives the purchaser of the option the right but not
the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the
“strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration
date. When the Fund purchases a put option, the Fund pays a premium and receives the right, but not the
obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the
expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference
asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other
reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract
terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options
Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every
seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX
Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX
Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying
ETF’s Index and the remaining time to such options’ expiration, as well as trading
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conditions in the options market. The Fund
will typically trade options that expire at or around the end of each annual period or “Hedge Period”
([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price
performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by
trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the
Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying
ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option.
The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the
capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period
depending on the prevailing market conditions and the cost of the put option for that Hedge Period,
resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a
negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns
to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on
the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase
call options with a strike price that is very low (approximately 1% or less) relative to the Underlying
ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g.,
component securities of the Underlying ETF’s Index) in seeking to track the share price return of the
Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase
or sell a combination of call and put options that seek to synthesize the economic characteristics of the
Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return
profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to taking into account any fees
or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s
annualized management fee of
[__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge
Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs
associated with purchasing shares of the Fund.
The Approximate Buffer
that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the
applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in
providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees
or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for
Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the
Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the
Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer, the Fund will reduce the Approximate Buffer,
including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low
enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate
Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%.
Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge
Period.
The Approximate Buffer and Approximate
Cap for a Hedge Period only apply to Fund shares held over the entire Hedge
Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate
Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if
an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share
price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when
the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the
Fund may require a larger increase in the Underlying ETF’s share price before it reaches the
Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to
each, which are typically available on iShares.com daily, should be considered before investing in the
Fund.
In periods of extreme market volatility, the Fund’s
return may be subject to an upside limit significantly below the Approximate Cap and downside protection
significantly lower than the Approximate Buffer. An investor may lose their entire investment and an
investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the
unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary
management fee) for the
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current Hedge Period, along with Fund’s
position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s
website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
Summary of Principal Risks
As with any investment, you could lose all or part of your investment in the Fund,
and the Fund's performance could trail that of other investments. The Fund is subject to certain
risks (either
directly or through its investments in the Underlying Fund), including the principal risks noted below, any of which may adversely affect the Fund's net asset value per share (“NAV”), trading price, yield, total return and ability to meet its investment objective. Certain key risks are prioritized below
(with others following in alphabetical order), but the relative significance of any risk is difficult to
predict and may change over time. You should review each risk factor carefully.
Buffered Loss Risk. There can be no guarantee
that the Fund will be successful in its strategy to provide downside protection against Underlying ETF
losses. The Fund does not provide principal protection or non-principal protection, and, despite the
Approximate Buffer, an investor may experience significant losses on their investment, including the loss
of their entire investment. In the event an investor purchases Fund shares after a Hedge Period begins or
sells Fund shares prior to the end of the Hedge Period, the Approximate Buffer that the Fund seeks to provide
may not be available. In periods of extreme market volatility, the Fund’s return may be subject to
downside protection significantly lower than the Approximate Buffer.
Capped Upside Return Risk. The Fund’s
strategy seeks to provide returns that are subject to an Approximate Cap. The Approximate Cap represents an
approximate maximum percentage return that an investor can achieve from an investment in the Fund held over
an entire Hedge Period. In the event that the Underlying ETF experiences gains in excess of the upside
limit to which the Fund is subject as a result of the capped call for a Hedge Period, the Fund will not participate in those gains beyond the upside limit. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares
prior to the end of the Hedge Period, there may be little or no ability for that investor to experience an
investment gain on their Fund shares. In periods of extreme market volatility, the Fund’s return may
be subject to an upside limit significantly below the Approximate Cap.
FLEX Options Risk. In addition to counterparty
risk, FLEX Options are subject to the risk that they may be less liquid than certain other securities, such
as standardized options. In less liquid markets for the FLEX Options, terminating the FLEX Options may
require the payment of a premium or acceptance of a discounted price and may take longer to complete. In a
less liquid market for the FLEX Options, the liquidation of a large number of options may significantly
impact the price of the options and may adversely impact the value of your investment. Additionally, to the
extent market participants are not willing or able to enter into
FLEX Option transactions with the Fund at
prices that reflect the market price of the Fund shares, the Fund’s NAV and, in turn the share price
of the Fund, could be negatively impacted.
The FLEX Options held by the
Fund will be exercisable at the strike price only on their expiration date. As an in-the-money FLEX Option
approaches its expiration date, its value typically will increasingly move with the value of the Underlying ETF. However, the value of the FLEX Options prior to the expiration date may vary because of related factors other than the value of
the Underlying ETF. The value of the FLEX Options will be determined based upon market quotations or using
other recognized pricing methods. Factors that may influence the value of the FLEX Options generally
include interest rate changes, dividends, the actual and implied volatility levels of the Underlying ETF’s share price, and the remaining time until the FLEX Options expire, among others. The value of the FLEX Options held by the
Fund typically do not increase or decrease at the same rate as the Underlying ETF’s share price on a
day-to-day basis due to these factors (although they generally move in the same direction), and, as a
result, the Fund’s NAV may not increase or decrease at the same rate as the Underlying ETF’s share price.
Risk of Investing in the U.S. Investing in U.S. issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to the U.S. Certain
changes in the U.S., such as a weakening of the U.S. economy or a decline in its financial markets, may
have an adverse effect on U.S. issuers.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. Local, regional or global events such as war, acts of terrorism, pandemics or other
public health issues, recessions, the prospect or occurrence of a sovereign default or other financial
crisis, or other events could have a significant impact on the Fund and its investments and could
result in increased premiums or discounts to the Fund’s NAV.
Affiliated Fund Risk. In managing the Fund, BFA
has the ability to select Underlying Funds and substitute Underlying Funds with other ETFs that it believes
will achieve the Fund’s objective. BFA may be subject to potential conflicts of interest in selecting
Underlying Funds and substituting Underlying Funds with other ETFs because the fees paid to BFA by some
Underlying Funds and other ETFs managed by BFA may be higher than the fees paid by other Underlying
Funds. This risk may be reduced to the extent BFA has agreed to waive Acquired Fund Fees and Expenses with respect to the Underlying Fund. If an Underlying Fund or
other ETF holds interests in an affiliated fund in excess of a certain amount, the Fund may be prohibited
from purchasing shares of that Underlying Fund or other ETF.
Approximate Buffer and Approximate Cap Change
Risk. The Approximate Buffer and Approximate Cap are dependent on prevailing market conditions
(e.g. volatility, interest rates, dividends, and other factors). As such, the Approximate Buffer and Approximate Cap may rise or fall from one Hedge
Period to the next, sometimes to a significant extent, and are unlikely to remain the same for consecutive
Hedge Periods.
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Asset
Class Risk. Securities and other assets in the Fund’s or an Underlying Fund’s portfolio may
underperform in comparison to the general financial markets, a particular financial market or other asset
classes.
Assets Under Management
(AUM) Risk. From time to time, an Authorized Participant (as defined below in Authorized Participant Concentration Risk), a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, or another fund may invest in the Fund and hold its investment for a specific
period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity
would not redeem its investment or that the size of the Fund would be maintained at such levels, which could
negatively impact the Fund.
Authorized Participant Concentration Risk. An “Authorized Participant” is a member or participant of a clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that allows the
Authorized Participant to place orders for the purchase and redemption of creation units (“Creation Units”). Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. There are a limited number of institutions that may act as Authorized Participants for the Fund, including on
an agency basis on behalf of other market participants. No Authorized Participant is obligated to engage in
creation or redemption transactions. To the extent that Authorized Participants exit the business or do not
place creation or redemption orders for the Fund and no other Authorized Participant places orders, Fund
shares are more likely to trade at a premium or discount to NAV and possibly face trading halts or
delisting.
Clearing Member
Default Risk. Transactions in some types of derivatives, including FLEX Options and futures, are required
to be centrally cleared
(“cleared
derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank or broker.
Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing members. Customer funds held at a
clearing organization in connection with any options contracts are held in a commingled omnibus account and
are not identified to the name of the clearing member’s individual customers. As a result, assets
deposited by the Fund with any clearing member as margin for FLEX Options or futures may, in certain
circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition,
although clearing members guarantee performance of their clients’ obligations to the Underlying ETF, the Fund's or the Underlying ETF's clearing house, there is a risk that the assets of the Fund might not be fully protected in the event
of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share
of all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members are willing to transact on the
Fund’s behalf, which heightens the risks associated with a clearing member’s
default. If a clearing member defaults, the
Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing
member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the
market as a whole, to the extent that the Fund’s investments are concentrated in the securities or
other assets of one or more issuers, countries or other geographic units, markets, industries, project types, or asset classes.
Counterparty Risk. Derivatives are subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual
obligation, and the related risks of having concentrated exposure to such a counterparty. The OCC acts as
guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund
to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant
losses.
Cybersecurity
Risk. Failures or breaches of the electronic systems of the Fund, its adviser, distributor, other service providers, counterparties, or issuers of assets in which
the Fund invests may cause disruptions that negatively impact the Fund and its shareholders. While the Fund
has established business continuity plans and risk management systems seeking to address system breaches or
failures, there are inherent limitations in such plans and systems. The Fund cannot control the
cybersecurity plans and systems of its service providers, counterparties, and other third parties whose activities affect the Fund.
Derivatives Risk. The Fund’s use of derivatives may reduce the Fund’s returns or increase volatility. Volatility is defined as the characteristic of a security, an index or a
market to fluctuate significantly in price within a short time period. Derivatives may also be subject to
counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual
obligation. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not
correlate perfectly with the value of the underlying asset, the performance of the asset class to which the
Fund seeks exposure or to the performance of the overall securities markets. The possible lack of a liquid secondary market for derivatives and the resulting inability of the
Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make
derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its
derivatives positions as a result of unanticipated market movements, which losses are potentially
unlimited. Certain derivatives may give rise to a form of leverage and may expose the Fund to greater risk
and increase its costs. To the extent that the Fund invests in rolling futures contracts, it may be subject to additional risk. The impact of U.S. and global regulation of derivatives may make derivatives more costly, may limit the
availability of derivatives, may delay or restrict the exercise by the
S-25
Fund of termination rights or remedies upon a
counterparty default under derivatives held by the Fund (which could result in losses), or may otherwise
adversely affect the value or performance of derivatives. In addition, the Fund's use of derivatives may
expose the Fund to risks related to potential operational issues, such as documentation and settlement issues, systems failures, inadequate controls and human error. Derivatives may also involve legal risks, including insufficient
documentation, insufficient capacity or authority of a counterparty, and legality and enforceability of a
contract.
Equity Securities
Risk. Equity securities are subject to changes in value, and their values may be more volatile than those of other asset classes. The value of a security may decline
for a number of reasons that may directly relate to the issuer as well as due to general industry or market
conditions. Common stock is subordinated to preferred securities and debt in a company’s capital
structure. Common stock has the lowest priority, and the greatest risk, with respect to dividends and any liquidation payments in the event of an issuer’s bankruptcy.
Futures Contract Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset
at a specified future date at a specified price. Unlike equities, which typically entitle the holder to a
continuing ownership stake in an issuer, futures contracts normally specify a certain date for settlement
in cash based on the level of the reference rate. The primary risks associated with the use of futures contracts are: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the
futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting
inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements,
which are potentially unlimited; (iv) BFA’s inability to predict correctly the direction of prices and other economic factors; and (v) the possibility that the counterparty will default in the performance of its obligations.
Hedge Period Risk. The Approximate Buffer and Approximate Cap for a Hedge Period apply to Fund shares held over the entire Hedge Period. In the event an investor purchases Fund
shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the returns
realized by the investor will not match those that the Fund seeks to provide.
Indexing Investment Risk. The Underlying Fund is not actively managed, and BFA generally does not attempt to take defensive positions in the Underlying Fund under any market conditions, including declining markets.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,
business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility,
severe losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund and its
investments and may impact the Fund’s
ability to purchase or sell securities or cause elevated tracking error and increased premiums or discounts
to the Fund's NAV. Despite the development of vaccines, the duration of the COVID-19 pandemic and its
effects cannot be predicted with certainty.
Information Technology Sector Risk. Information technology companies face intense competition and potentially rapid product obsolescence. They are also heavily dependent on
intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the information technology sector are facing increased government and regulatory scrutiny and
may be subject to adverse government or regulatory action. Companies in the software industry may be
adversely affected by, among other things, the decline or fluctuation of subscription renewal rates for
their products and services and actual or perceived vulnerabilities in their products or
services.
Investment in the
Underlying Fund Risk. The Fund invests substantially all of its assets in the Underlying Fund, so the Fund’s investment performance is directly related to the performance of the Underlying Fund. The Fund’s NAV will change
with changes in the value of the Underlying Fund and other securities in which the Fund invests based on
their market valuations. An investment in the Fund will entail more costs and expenses than a direct
investment in the Underlying Fund.
Investment Objective Risk. Certain circumstances under which the Fund might not achieve its objective include, but are not limited, to (i) if the Fund disposes of exchange-traded
options, (ii) if the Fund is unable to maintain the proportional relationship based on the number of
exchange-traded options in the Fund’s portfolio, (iii) significant accrual of Fund expenses in connection with effecting the Fund’s principal investment strategy or (iv) adverse tax law changes affecting the treatment of
FLEX Options.
Issuer
Risk. The performance of the Fund depends on the performance of individual securities to which the Fund or the Underlying Fund has exposure. Changes in the financial
condition or credit rating of an issuer of those securities may cause the value of the securities to
decline.
Large-Capitalization
Companies Risk. Large-capitalization companies may be less able than smaller-capitalization companies to adapt to changing market conditions and competitive challenges. Large-capitalization companies may be
more mature and subject to more limited growth potential compared with smaller-capitalization companies.
The performance of large-capitalization companies could trail the overall performance of the broader
securities markets.
Large
Shareholder and Large-Scale Redemption Risk. Certain shareholders of the Fund, including an Authorized
Participant, a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a
market maker, or another entity, may from time to time own or manage a substantial amount of Fund shares, or may hold their investment in the Fund for a limited period of time. There can be no assurance that any large shareholder or large
group of
S-26
shareholders would not redeem their
investment. Redemptions of a large number of Fund shares could require the Fund to dispose of assets to
meet the redemption requests, which can accelerate the realization of taxable income and/or capital gains and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition,
under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately
large taxable distribution during or with respect to such year. In some circumstances, the Fund may hold a
relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. These large redemptions may also force the Fund to sell portfolio securities or other assets when it might not otherwise
do so, which may negatively impact the Fund’s NAV, increase the Fund’s brokerage costs and/or
have a material effect on the market price of Fund shares.
Management Risk. The Fund is subject to management risk, which is the risk that the investment process, techniques and risk analyses applied by BFA will not produce the desired
results, and that securities selected by BFA may underperform the market or any relevant benchmark. In
addition, legislative, regulatory, or tax developments may affect the investment techniques available to
BFA in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve
its investment objective.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active primary market for Fund shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility,
and disruptions in the process of creating and redeeming Fund shares. Any of these factors, among others,
may lead to the Fund’s shares trading in the secondary market at a premium or discount to NAV or to the
intraday value of the Fund’s portfolio holdings. If you buy Fund shares at a time when the market
price is at a premium to NAV or sell Fund shares at a time when the market price is at a discount to NAV,
you may pay significantly more or receive significantly less than the underlying value of the Fund shares.
Non-Diversification Risk. The Fund is classified as
“non-diversified.”
This means that, compared with other funds that are classified as “diversified,” the Fund may invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund's performance may depend on the performance of a small number of
issuers.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the
Fund’s service providers, counterparties or other third parties, failed or inadequate processes and
technology or systems failures. The Fund and BFA seek to reduce these operational risks through controls
and procedures. However, these measures do not address every possible risk and may be inadequate to address
significant operational risks.
Options Risk. Investments in options are considered speculative. When the Fund purchases an option, it may lose the total premium paid for it if the price of the underlying security or other
assets decreased, remained the same or failed to increase to a
level at or beyond the exercise price (in the case of a call option) or increased, remained the same or
failed to decrease to a level at or below the exercise price (in the case of a put option). If a put or
call option purchased by the Fund were permitted to expire without being sold or exercised, its premium
would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline
or increase in the underlying asset is significantly below or above the exercise price of the written
option, the Fund could experience a substantial loss.
Risk of Investing in Developed Countries. The Fund’s and the Underlying Fund's investment in developed country issuers will subject the Fund to legal, regulatory, political, currency, security, economic and other risks associated with
developed countries. Developed countries tend to represent a significant portion of the global economy and
have generally experienced slower economic growth than some less developed countries. Certain developed
countries have experienced security concerns, such as war, terrorism and strained international relations.
Incidents involving a country’s or region’s security may cause uncertainty in its markets and
may adversely affect its economy and the Fund’s or the Underlying Fund's investments. In addition, developed countries may be adversely impacted by changes to the economic conditions of certain key trading partners, regulatory
burdens, debt burdens and the price or availability of certain commodities.
Securities Lending Risk. The Fund may engage in
securities lending. Securities lending involves the risk that the Fund may lose money because the borrower
of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also
lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the
Fund.
Small Fund Risk. When the Fund’s size is small, the Fund may experience low trading volume and wide bid/ask spreads. In addition, the Fund may face the risk of being delisted if the Fund does not meet certain conditions of the listing
exchange. Any resulting liquidation of the Fund could cause the Fund to incur elevated transaction costs
for the Fund and negative tax consequences for its shareholders.
Tax Risk.
The Fund intends to elect and to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a RIC, the Fund will not be subject
to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Internal Revenue Code. However, the federal income
tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This
includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible
application of the
“straddle” rules, and various loss limitation provisions of the Internal Revenue Code. To qualify and maintain its status as a RIC, the Fund must meet certain income, diversification and distributions tests. For purposes of the
diversification test, the identification of the issuer (or, in some
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cases, issuers) of a particular Fund
investment can depend on the terms and conditions of that investment. In particular, there is no published
Internal Revenue Service guidance or case law on how to determine the “issuer” of certain derivatives that the
Fund will enter into. Based upon the language in the legislative history, the Fund intends to treat the
issuer of the FLEX Options as the referenced asset, which, assuming the referenced asset qualifies as a
RIC, would allow the Fund to count the FLEX Options as automatically diversified investments under the RIC diversification requirements. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Internal Revenue Code applicable to RICs. If the income is not qualifying income or the issuer of the FLEX Options is not appropriately the referenced asset, the Fund
may not qualify, or may be disqualified, as a RIC. If the Fund does not qualify as a RIC for any taxable
year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income is
distributed.
Technology Sector
Risk. Technology companies, including information technology companies, may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent
on intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the technology sector may face increased government and regulatory scrutiny and may be subject
to adverse government or regulatory action.
Upside Participation Risk. There can be no guarantee that the Fund will be successful in its strategy to match the increase, if any, of the share price return of the Underlying ETF over a Hedge
Period, subject to an Approximate Cap. In the event an investor
purchases Fund shares after the beginning of a Hedge Period or does not stay invested in the Fund for the
entirety of the Hedge Period, the returns realized by the investor may not match those that the Fund seeks
to achieve.
Valuation Risk. The price the Fund or the Underlying Fund could receive upon the sale of a security or other asset may differ from the Fund's or the Underlying Fund's valuation of the security or other asset, particularly for securities or other assets that trade in low volume or volatile markets, or assets that
are impacted by market disruption events or that are valued using a fair value methodology as a result of
trade suspensions or for other reasons. In addition, the value of the securities or other assets in the
Fund's or the Underlying Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's or the Underlying Fund's shares. Authorized Participants who purchase or redeem shares of
the Fund or the Underlying Fund on days when the Fund or the Underlying Fund is holding fair-valued
securities or other instruments may receive fewer or more shares, or lower or higher redemption
proceeds, than they would have received had the securities or other instruments not been fair valued or been valued using a different methodology. The ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
Performance Information
As of the date of the Prospectus, the Fund has not commenced operations and therefore has no performance information to
report.
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Management
Investment Adviser. BlackRock Fund Advisors.
Portfolio Managers. Jennifer Hsui, Greg Savage and Paul Whitehead (the “Portfolio Managers”) are primarily responsible for the
day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Ms. Hsui, Mr. Savage and Mr. Whitehead have been Portfolio Managers of the Fund since inception (2024).
Purchase and Sale of Fund Shares
The Fund is an ETF. Individual shares of the Fund may only be bought and sold in the secondary market through a broker-dealer. Because ETF shares trade at market prices rather than
at NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). An investor
may incur costs attributable to the difference between the highest price a buyer is willing to pay to
purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the
“bid-ask spread”).
Tax Information
The Fund intends to make distributions that may be taxable to you as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an
individual retirement account
(“IRA”), in which case, your distributions generally will be taxed when withdrawn.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), BFA or
other related companies may pay the intermediary for marketing activities and presentations, educational
training programs, conferences, the development of technology platforms and reporting systems or other
services related to the sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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iSHARES® LARGE CAP MAX BUFFER DEC ETF
Ticker: ____Stock Exchange: ____
Investment Objective
The iShares Large Cap Max Buffer Dec ETF (the “Fund”) seeks to track the share price
return of the iShares Core S&P 500 ETF (the “Underlying ETF” or “Underlying Fund”) up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying ETF over an approximate 12-month period beginning at the end of each
December.
Fees and Expenses
The following table describes the fees and expenses that you will incur if you buy,
hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the
“Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except: (i) the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, (v) distribution fees or expenses, and (vi) litigation expenses and any extraordinary expenses. [The Fund may incur “Acquired Fund Fees and
Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and
expenses incurred indirectly by the Fund as a result of investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the
“Prospectus”).]
You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
Annual
Fund Operating Expenses
(ongoing expenses that you pay each year as a
percentage of the value of your investments)1
Management
Fees
Distribution and
Service (12b-1)
Fees
Other
Expenses2,3
Acquired
Fund Fees
and Expenses 3
Total
Annual
Fund
Operating
Expenses
____%
None
____%
____%
____%
1
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired
Fund Fees and Expenses, if any.
2
The amount rounded to 0.00%.
3
Based on estimated amounts for the current fiscal year.
Example.
This Example is intended to help you compare the cost of owning shares of the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1
Year
3
Years
$___
$___
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Portfolio Turnover. The Fund or the Underlying Fund may pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio
turnover rate for the Fund or the Underlying Fund may indicate higher transaction costs and may cause the
Fund or the Underlying Fund to incur increased expenses. These costs, which are not reflected in the Annual
Fund Operating Expenses or in the Example (except costs to the Underlying Fund included as part of acquired fund fees and expenses), affect the Fund’s
performance. Because the Fund is new, there is no reportable turnover.
Principal Investment Strategies
The Fund seeks to provide exposure to the share price return of the Underlying ETF
up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside
protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide
exposure to securities of large capitalization companies or that provide for the upside limit on gains or
the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization
companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that
reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically seeks to provide against approximately 100% of Underlying ETF
losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the S&P
500 Index (the “Underlying ETF’s Index”), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC (“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of
industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative
sampling” is an indexing
strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to that of an
applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return
variability and yield) and liquidity measures similar to those of an applicable underlying index. The
Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking
error”, which is the
divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This
risk may be heightened during times of increased market volatility or other unusual market conditions. The
prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an agreement between a buyer and seller that gives the purchaser of the option the right but not
the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the
“strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration
date. When the Fund purchases a put option, the Fund pays a premium and receives the right, but not the
obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the
expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference
asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other
reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract
terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options
Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every
seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX
Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX
Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying
ETF’s Index and the remaining time to such options’ expiration, as well as trading
S-32
conditions in the options market. The Fund
will typically trade options that expire at or around the end of each annual period or “Hedge Period”
([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price
performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by
trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the
Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying
ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option.
The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the
capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period
depending on the prevailing market conditions and the cost of the put option for that Hedge Period,
resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a
negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns
to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on
the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase
call options with a strike price that is very low (approximately 1% or less) relative to the Underlying
ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g.,
component securities of the Underlying ETF’s Index) in seeking to track the share price return of the
Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase
or sell a combination of call and put options that seek to synthesize the economic characteristics of the
Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return
profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to taking into account any fees
or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s
annualized management fee of
[__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge
Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs
associated with purchasing shares of the Fund.
The Approximate Buffer
that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the
applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in
providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees
or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for
Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the
Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the
Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer, the Fund will reduce the Approximate Buffer,
including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low
enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate
Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%.
Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge
Period.
The Approximate Buffer and Approximate
Cap for a Hedge Period only apply to Fund shares held over the entire Hedge
Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate
Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if
an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share
price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when
the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the
Fund may require a larger increase in the Underlying ETF’s share price before it reaches the
Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to
each, which are typically available on iShares.com daily, should be considered before investing in the
Fund.
In periods of extreme market volatility, the Fund’s
return may be subject to an upside limit significantly below the Approximate Cap and downside protection
significantly lower than the Approximate Buffer. An investor may lose their entire investment and an
investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the
unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary
management fee) for the
S-33
current Hedge Period, along with Fund’s
position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s
website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
Summary of Principal Risks
As with any investment, you could lose all or part of your investment in the Fund,
and the Fund's performance could trail that of other investments. The Fund is subject to certain
risks (either
directly or through its investments in the Underlying Fund), including the principal risks noted below, any of which may adversely affect the Fund's net asset value per share (“NAV”), trading price, yield, total return and ability to meet its investment objective. Certain key risks are prioritized below
(with others following in alphabetical order), but the relative significance of any risk is difficult to
predict and may change over time. You should review each risk factor carefully.
Buffered Loss Risk. There can be no guarantee
that the Fund will be successful in its strategy to provide downside protection against Underlying ETF
losses. The Fund does not provide principal protection or non-principal protection, and, despite the
Approximate Buffer, an investor may experience significant losses on their investment, including the loss
of their entire investment. In the event an investor purchases Fund shares after a Hedge Period begins or
sells Fund shares prior to the end of the Hedge Period, the Approximate Buffer that the Fund seeks to provide
may not be available. In periods of extreme market volatility, the Fund’s return may be subject to
downside protection significantly lower than the Approximate Buffer.
Capped Upside Return Risk. The Fund’s
strategy seeks to provide returns that are subject to an Approximate Cap. The Approximate Cap represents an
approximate maximum percentage return that an investor can achieve from an investment in the Fund held over
an entire Hedge Period. In the event that the Underlying ETF experiences gains in excess of the upside
limit to which the Fund is subject as a result of the capped call for a Hedge Period, the Fund will not participate in those gains beyond the upside limit. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares
prior to the end of the Hedge Period, there may be little or no ability for that investor to experience an
investment gain on their Fund shares. In periods of extreme market volatility, the Fund’s return may
be subject to an upside limit significantly below the Approximate Cap.
FLEX Options Risk. In addition to counterparty
risk, FLEX Options are subject to the risk that they may be less liquid than certain other securities, such
as standardized options. In less liquid markets for the FLEX Options, terminating the FLEX Options may
require the payment of a premium or acceptance of a discounted price and may take longer to complete. In a
less liquid market for the FLEX Options, the liquidation of a large number of options may significantly
impact the price of the options and may adversely impact the value of your investment. Additionally, to the
extent market participants are not willing or able to enter into
FLEX Option transactions with the Fund at
prices that reflect the market price of the Fund shares, the Fund’s NAV and, in turn the share price
of the Fund, could be negatively impacted.
The FLEX Options held by the
Fund will be exercisable at the strike price only on their expiration date. As an in-the-money FLEX Option
approaches its expiration date, its value typically will increasingly move with the value of the Underlying ETF. However, the value of the FLEX Options prior to the expiration date may vary because of related factors other than the value of
the Underlying ETF. The value of the FLEX Options will be determined based upon market quotations or using
other recognized pricing methods. Factors that may influence the value of the FLEX Options generally
include interest rate changes, dividends, the actual and implied volatility levels of the Underlying ETF’s share price, and the remaining time until the FLEX Options expire, among others. The value of the FLEX Options held by the
Fund typically do not increase or decrease at the same rate as the Underlying ETF’s share price on a
day-to-day basis due to these factors (although they generally move in the same direction), and, as a
result, the Fund’s NAV may not increase or decrease at the same rate as the Underlying ETF’s share price.
Risk of Investing in the U.S. Investing in U.S. issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to the U.S. Certain
changes in the U.S., such as a weakening of the U.S. economy or a decline in its financial markets, may
have an adverse effect on U.S. issuers.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. Local, regional or global events such as war, acts of terrorism, pandemics or other
public health issues, recessions, the prospect or occurrence of a sovereign default or other financial
crisis, or other events could have a significant impact on the Fund and its investments and could
result in increased premiums or discounts to the Fund’s NAV.
Affiliated Fund Risk. In managing the Fund, BFA
has the ability to select Underlying Funds and substitute Underlying Funds with other ETFs that it believes
will achieve the Fund’s objective. BFA may be subject to potential conflicts of interest in selecting
Underlying Funds and substituting Underlying Funds with other ETFs because the fees paid to BFA by some
Underlying Funds and other ETFs managed by BFA may be higher than the fees paid by other Underlying
Funds. This risk may be reduced to the extent BFA has agreed to waive Acquired Fund Fees and Expenses with respect to the Underlying Fund. If an Underlying Fund or
other ETF holds interests in an affiliated fund in excess of a certain amount, the Fund may be prohibited
from purchasing shares of that Underlying Fund or other ETF.
Approximate Buffer and Approximate Cap Change
Risk. The Approximate Buffer and Approximate Cap are dependent on prevailing market conditions
(e.g. volatility, interest rates, dividends, and other factors). As such, the Approximate Buffer and Approximate Cap may rise or fall from one Hedge
Period to the next, sometimes to a significant extent, and are unlikely to remain the same for consecutive
Hedge Periods.
S-34
Asset
Class Risk. Securities and other assets in the Fund’s or an Underlying Fund’s portfolio may
underperform in comparison to the general financial markets, a particular financial market or other asset
classes.
Assets Under Management
(AUM) Risk. From time to time, an Authorized Participant (as defined below in Authorized Participant Concentration Risk), a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, or another fund may invest in the Fund and hold its investment for a specific
period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity
would not redeem its investment or that the size of the Fund would be maintained at such levels, which could
negatively impact the Fund.
Authorized Participant Concentration Risk. An “Authorized Participant” is a member or participant of a clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that allows the
Authorized Participant to place orders for the purchase and redemption of creation units (“Creation Units”). Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. There are a limited number of institutions that may act as Authorized Participants for the Fund, including on
an agency basis on behalf of other market participants. No Authorized Participant is obligated to engage in
creation or redemption transactions. To the extent that Authorized Participants exit the business or do not
place creation or redemption orders for the Fund and no other Authorized Participant places orders, Fund
shares are more likely to trade at a premium or discount to NAV and possibly face trading halts or
delisting.
Clearing Member
Default Risk. Transactions in some types of derivatives, including FLEX Options and futures, are required
to be centrally cleared
(“cleared
derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank or broker.
Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing members. Customer funds held at a
clearing organization in connection with any options contracts are held in a commingled omnibus account and
are not identified to the name of the clearing member’s individual customers. As a result, assets
deposited by the Fund with any clearing member as margin for FLEX Options or futures may, in certain
circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition,
although clearing members guarantee performance of their clients’ obligations to the Underlying ETF, the Fund's or the Underlying ETF's clearing house, there is a risk that the assets of the Fund might not be fully protected in the event
of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share
of all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members are willing to transact on the
Fund’s behalf, which heightens the risks associated with a clearing member’s
default. If a clearing member defaults, the
Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing
member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the
market as a whole, to the extent that the Fund’s investments are concentrated in the securities or
other assets of one or more issuers, countries or other geographic units, markets, industries, project types, or asset classes.
Counterparty Risk. Derivatives are subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual
obligation, and the related risks of having concentrated exposure to such a counterparty. The OCC acts as
guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund
to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant
losses.
Cybersecurity
Risk. Failures or breaches of the electronic systems of the Fund, its adviser, distributor, other service providers, counterparties, or issuers of assets in which
the Fund invests may cause disruptions that negatively impact the Fund and its shareholders. While the Fund
has established business continuity plans and risk management systems seeking to address system breaches or
failures, there are inherent limitations in such plans and systems. The Fund cannot control the
cybersecurity plans and systems of its service providers, counterparties, and other third parties whose activities affect the Fund.
Derivatives Risk. The Fund’s use of derivatives may reduce the Fund’s returns or increase volatility. Volatility is defined as the characteristic of a security, an index or a
market to fluctuate significantly in price within a short time period. Derivatives may also be subject to
counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual
obligation. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not
correlate perfectly with the value of the underlying asset, the performance of the asset class to which the
Fund seeks exposure or to the performance of the overall securities markets. The possible lack of a liquid secondary market for derivatives and the resulting inability of the
Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make
derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its
derivatives positions as a result of unanticipated market movements, which losses are potentially
unlimited. Certain derivatives may give rise to a form of leverage and may expose the Fund to greater risk
and increase its costs. To the extent that the Fund invests in rolling futures contracts, it may be subject to additional risk. The impact of U.S. and global regulation of derivatives may make derivatives more costly, may limit the
availability of derivatives, may delay or restrict the exercise by the
S-35
Fund of termination rights or remedies upon a
counterparty default under derivatives held by the Fund (which could result in losses), or may otherwise
adversely affect the value or performance of derivatives. In addition, the Fund's use of derivatives may
expose the Fund to risks related to potential operational issues, such as documentation and settlement issues, systems failures, inadequate controls and human error. Derivatives may also involve legal risks, including insufficient
documentation, insufficient capacity or authority of a counterparty, and legality and enforceability of a
contract.
Equity Securities
Risk. Equity securities are subject to changes in value, and their values may be more volatile than those of other asset classes. The value of a security may decline
for a number of reasons that may directly relate to the issuer as well as due to general industry or market
conditions. Common stock is subordinated to preferred securities and debt in a company’s capital
structure. Common stock has the lowest priority, and the greatest risk, with respect to dividends and any liquidation payments in the event of an issuer’s bankruptcy.
Futures Contract Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset
at a specified future date at a specified price. Unlike equities, which typically entitle the holder to a
continuing ownership stake in an issuer, futures contracts normally specify a certain date for settlement
in cash based on the level of the reference rate. The primary risks associated with the use of futures contracts are: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the
futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting
inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements,
which are potentially unlimited; (iv) BFA’s inability to predict correctly the direction of prices and other economic factors; and (v) the possibility that the counterparty will default in the performance of its obligations.
Hedge Period Risk. The Approximate Buffer and Approximate Cap for a Hedge Period apply to Fund shares held over the entire Hedge Period. In the event an investor purchases Fund
shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the returns
realized by the investor will not match those that the Fund seeks to provide.
Indexing Investment Risk. The Underlying Fund is not actively managed, and BFA generally does not attempt to take defensive positions in the Underlying Fund under any market conditions, including declining markets.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,
business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility,
severe losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund and its
investments and may impact the Fund’s
ability to purchase or sell securities or cause elevated tracking error and increased premiums or discounts
to the Fund's NAV. Despite the development of vaccines, the duration of the COVID-19 pandemic and its
effects cannot be predicted with certainty.
Information Technology Sector Risk. Information technology companies face intense competition and potentially rapid product obsolescence. They are also heavily dependent on
intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the information technology sector are facing increased government and regulatory scrutiny and
may be subject to adverse government or regulatory action. Companies in the software industry may be
adversely affected by, among other things, the decline or fluctuation of subscription renewal rates for
their products and services and actual or perceived vulnerabilities in their products or
services.
Investment in the
Underlying Fund Risk. The Fund invests substantially all of its assets in the Underlying Fund, so the Fund’s investment performance is directly related to the performance of the Underlying Fund. The Fund’s NAV will change
with changes in the value of the Underlying Fund and other securities in which the Fund invests based on
their market valuations. An investment in the Fund will entail more costs and expenses than a direct
investment in the Underlying Fund.
Investment Objective Risk. Certain circumstances under which the Fund might not achieve its objective include, but are not limited, to (i) if the Fund disposes of exchange-traded
options, (ii) if the Fund is unable to maintain the proportional relationship based on the number of
exchange-traded options in the Fund’s portfolio, (iii) significant accrual of Fund expenses in connection with effecting the Fund’s principal investment strategy or (iv) adverse tax law changes affecting the treatment of
FLEX Options.
Issuer
Risk. The performance of the Fund depends on the performance of individual securities to which the Fund or the Underlying Fund has exposure. Changes in the financial
condition or credit rating of an issuer of those securities may cause the value of the securities to
decline.
Large-Capitalization
Companies Risk. Large-capitalization companies may be less able than smaller-capitalization companies to adapt to changing market conditions and competitive challenges. Large-capitalization companies may be
more mature and subject to more limited growth potential compared with smaller-capitalization companies.
The performance of large-capitalization companies could trail the overall performance of the broader
securities markets.
Large
Shareholder and Large-Scale Redemption Risk. Certain shareholders of the Fund, including an Authorized
Participant, a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a
market maker, or another entity, may from time to time own or manage a substantial amount of Fund shares, or may hold their investment in the Fund for a limited period of time. There can be no assurance that any large shareholder or large
group of
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shareholders would not redeem their
investment. Redemptions of a large number of Fund shares could require the Fund to dispose of assets to
meet the redemption requests, which can accelerate the realization of taxable income and/or capital gains and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition,
under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately
large taxable distribution during or with respect to such year. In some circumstances, the Fund may hold a
relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. These large redemptions may also force the Fund to sell portfolio securities or other assets when it might not otherwise
do so, which may negatively impact the Fund’s NAV, increase the Fund’s brokerage costs and/or
have a material effect on the market price of Fund shares.
Management Risk. The Fund is subject to management risk, which is the risk that the investment process, techniques and risk analyses applied by BFA will not produce the desired
results, and that securities selected by BFA may underperform the market or any relevant benchmark. In
addition, legislative, regulatory, or tax developments may affect the investment techniques available to
BFA in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve
its investment objective.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active primary market for Fund shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility,
and disruptions in the process of creating and redeeming Fund shares. Any of these factors, among others,
may lead to the Fund’s shares trading in the secondary market at a premium or discount to NAV or to the
intraday value of the Fund’s portfolio holdings. If you buy Fund shares at a time when the market
price is at a premium to NAV or sell Fund shares at a time when the market price is at a discount to NAV,
you may pay significantly more or receive significantly less than the underlying value of the Fund shares.
Non-Diversification Risk. The Fund is classified as
“non-diversified.”
This means that, compared with other funds that are classified as “diversified,” the Fund may invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the Fund's performance may depend on the performance of a small number of
issuers.
Operational
Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the
Fund’s service providers, counterparties or other third parties, failed or inadequate processes and
technology or systems failures. The Fund and BFA seek to reduce these operational risks through controls
and procedures. However, these measures do not address every possible risk and may be inadequate to address
significant operational risks.
Options Risk. Investments in options are considered speculative. When the Fund purchases an option, it may lose the total premium paid for it if the price of the underlying security or other
assets decreased, remained the same or failed to increase to a
level at or beyond the exercise price (in the case of a call option) or increased, remained the same or
failed to decrease to a level at or below the exercise price (in the case of a put option). If a put or
call option purchased by the Fund were permitted to expire without being sold or exercised, its premium
would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline
or increase in the underlying asset is significantly below or above the exercise price of the written
option, the Fund could experience a substantial loss.
Risk of Investing in Developed Countries. The Fund’s and the Underlying Fund's investment in developed country issuers will subject the Fund to legal, regulatory, political, currency, security, economic and other risks associated with
developed countries. Developed countries tend to represent a significant portion of the global economy and
have generally experienced slower economic growth than some less developed countries. Certain developed
countries have experienced security concerns, such as war, terrorism and strained international relations.
Incidents involving a country’s or region’s security may cause uncertainty in its markets and
may adversely affect its economy and the Fund’s or the Underlying Fund's investments. In addition, developed countries may be adversely impacted by changes to the economic conditions of certain key trading partners, regulatory
burdens, debt burdens and the price or availability of certain commodities.
Securities Lending Risk. The Fund may engage in
securities lending. Securities lending involves the risk that the Fund may lose money because the borrower
of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also
lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the
Fund.
Small Fund Risk. When the Fund’s size is small, the Fund may experience low trading volume and wide bid/ask spreads. In addition, the Fund may face the risk of being delisted if the Fund does not meet certain conditions of the listing
exchange. Any resulting liquidation of the Fund could cause the Fund to incur elevated transaction costs
for the Fund and negative tax consequences for its shareholders.
Tax Risk.
The Fund intends to elect and to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a RIC, the Fund will not be subject
to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Internal Revenue Code. However, the federal income
tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This
includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible
application of the
“straddle” rules, and various loss limitation provisions of the Internal Revenue Code. To qualify and maintain its status as a RIC, the Fund must meet certain income, diversification and distributions tests. For purposes of the
diversification test, the identification of the issuer (or, in some
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cases, issuers) of a particular Fund
investment can depend on the terms and conditions of that investment. In particular, there is no published
Internal Revenue Service guidance or case law on how to determine the “issuer” of certain derivatives that the
Fund will enter into. Based upon the language in the legislative history, the Fund intends to treat the
issuer of the FLEX Options as the referenced asset, which, assuming the referenced asset qualifies as a
RIC, would allow the Fund to count the FLEX Options as automatically diversified investments under the RIC diversification requirements. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Internal Revenue Code applicable to RICs. If the income is not qualifying income or the issuer of the FLEX Options is not appropriately the referenced asset, the Fund
may not qualify, or may be disqualified, as a RIC. If the Fund does not qualify as a RIC for any taxable
year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income is
distributed.
Technology Sector
Risk. Technology companies, including information technology companies, may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent
on intellectual property rights and may be adversely affected by the loss or impairment of those rights.
Companies in the technology sector may face increased government and regulatory scrutiny and may be subject
to adverse government or regulatory action.
Upside Participation Risk. There can be no guarantee that the Fund will be successful in its strategy to match the increase, if any, of the share price return of the Underlying ETF over a Hedge
Period, subject to an Approximate Cap. In the event an investor
purchases Fund shares after the beginning of a Hedge Period or does not stay invested in the Fund for the
entirety of the Hedge Period, the returns realized by the investor may not match those that the Fund seeks
to achieve.
Valuation Risk. The price the Fund or the Underlying Fund could receive upon the sale of a security or other asset may differ from the Fund's or the Underlying Fund's valuation of the security or other asset, particularly for securities or other assets that trade in low volume or volatile markets, or assets that
are impacted by market disruption events or that are valued using a fair value methodology as a result of
trade suspensions or for other reasons. In addition, the value of the securities or other assets in the
Fund's or the Underlying Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's or the Underlying Fund's shares. Authorized Participants who purchase or redeem shares of
the Fund or the Underlying Fund on days when the Fund or the Underlying Fund is holding fair-valued
securities or other instruments may receive fewer or more shares, or lower or higher redemption
proceeds, than they would have received had the securities or other instruments not been fair valued or been valued using a different methodology. The ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
Performance Information
As of the date of the Prospectus, the Fund has not commenced operations and therefore has no performance information to
report.
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Management
Investment Adviser. BlackRock Fund Advisors.
Portfolio Managers. Jennifer Hsui, Greg Savage and Paul Whitehead (the “Portfolio Managers”) are primarily responsible for the
day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Ms. Hsui, Mr. Savage and Mr. Whitehead have been Portfolio Managers of the Fund since inception (2024).
Purchase and Sale of Fund Shares
The Fund is an ETF. Individual shares of the Fund may only be bought and sold in the secondary market through a broker-dealer. Because ETF shares trade at market prices rather than
at NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). An investor
may incur costs attributable to the difference between the highest price a buyer is willing to pay to
purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the
“bid-ask spread”).
Tax Information
The Fund intends to make distributions that may be taxable to you as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an
individual retirement account
(“IRA”), in which case, your distributions generally will be taxed when withdrawn.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), BFA or
other related companies may pay the intermediary for marketing activities and presentations, educational
training programs, conferences, the development of technology platforms and reporting systems or other
services related to the sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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More Information About the Funds
This Prospectus contains important information about investing in the Funds. Please
read this Prospectus carefully before you make any investment decisions. Additional information regarding the Funds is available at www.iShares.com.
BFA is the investment adviser to the Funds. Shares of each Fund are listed for trading
on ____________ (the “primary listing exchange”). The market price for a share of a Fund
may be different from the Fund’s most recent NAV. Each Fund has its own CUSIP number and exchange trading symbol.
Each Fund is an actively managed ETF and does not seek to replicate the performance of
a specified index. Accordingly, the management team has discretion on a daily basis to manage the Fund’s portfolio in accordance with the Fund’s investment
objectives.
ETFs are funds that trade like other publicly traded
securities and are designed to track an index. Similar to shares of an index mutual fund, each share of a Fund represents an ownership interest in an underlying portfolio of
securities and other instruments intended to track a market index. Unlike shares of a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a
price based on NAV, shares of the Funds may be purchased or redeemed directly from the Funds at NAV solely by Authorized Participants and only in aggregations of a specified number of shares (“Creation Units”). Also unlike shares of a
mutual fund, shares of each Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
Each Fund is classified as “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Each Fund’s investment objective is a non-fundamental policy and may be changed
without shareholder approval. Each Fund’s 80% investment policy is non-fundamental and may be changed without shareholder approval upon 60 days’ prior written notice
to shareholders.
A Further Discussion of Principal Investment
Strategies
Overview
iShares Large Cap Max Buffer Mar ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up
to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the
downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as
defined below). Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities or other instruments
that provide exposure to securities of large capitalization companies or that provide for the upside limit on gains or the downside protection against the losses of securities of
large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization companies” are those
within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index exchange-traded options contracts) are referred to generally as Flexible Exchange Options
(“FLEX Options”). The Fund may transact in other listed options that reference the price performance of the Underlying ETF, the
Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s
underlying index (collectively,
“exchange-traded
options”).
The Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to
change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy.
“Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of
the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk may be heightened during times of increased market volatility or other unusual
market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
1
An options contract is an agreement between a
buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the
“strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a premium and
receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes
(sells) a call option, the Fund receives a premium and gives the purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset
at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms
such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX
Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that
guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund
invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the
Chicago Board Options Exchange
(“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of each annual period or “Hedge Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability
to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This
will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns to
the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more
other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior
to taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of
the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares of the Fund.
The Approximate Buffer that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate
Buffer, the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
2
The Approximate Buffer and
Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the
Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing in the Fund.
In periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following
the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s website, www.iShares.com.
The
Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
iShares Large Cap Max Buffer Jun ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide
for the upside limit on gains or the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large
capitalization companies” are those within the range of capitalization of the Underlying ETF’s
underlying index.
The Fund principally buys shares of the
Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in
other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund
typically seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to
change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy.
“Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of
the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk may be heightened during times of increased market volatility or other unusual
market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an
agreement between a buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put
option) a particular financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a premium and
receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes
(sells) a call option, the Fund receives a premium and
3
gives the purchaser of the option the right to
purchase from the Fund shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund
receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration
date.
FLEX Options provide investors with the ability to customize key
option contract terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional
exchange-traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the
“buyer for every seller and the seller for every buyer”. The OCC may make adjustments to FLEX
Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The
FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange
(“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of each annual period or “Hedge Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability
to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This
will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns to
the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more
other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior
to taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of
the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares of the Fund.
The Approximate Buffer that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate
Buffer, the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an
investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses
4
prior to reaching the downside protection
offered by the Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from
its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The
Approximate Cap and Approximate Buffer, and the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing in the Fund.
In periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee)
for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s website, www.iShares.com.
The
Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
iShares Large Cap Max Buffer Sep ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide
for the upside limit on gains or the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large
capitalization companies” are those within the range of capitalization of the Underlying ETF’s
underlying index.
The Fund principally buys shares of the
Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in
other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund
typically seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to
change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy.
“Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of
the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk may be heightened during times of increased market volatility or other unusual
market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an
agreement between a buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put
option) a particular financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a premium and
receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes
(sells) a call option, the Fund receives a premium and gives the purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset
at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms
such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX
Options are
5
guaranteed for settlement by the Options
Clearing Corporation (the
“OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the
“buyer for every seller and the seller for every buyer”. The OCC may make adjustments to FLEX
Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the expiration date. The
FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange
(“CBOE”).
Options
positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is affected by changes in the value and dividend rates of the securities
held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such
options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of each annual period or
“Hedge Period” ([________________________________]), subject to the annual rebalancing process described below.
The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the
Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the Approximate Buffer
and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the
prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This
will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns to
the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more
other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior
to taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of
the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares of the Fund.
The Approximate Buffer that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate
Buffer, the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an
investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing
in the Fund.
6
In periods of extreme market volatility, the
Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower than the Approximate Buffer. An investor
may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will
file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate
Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s website, www.iShares.com.
The
Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940
Act”).
iShares Large Cap Max Buffer Dec ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide
for the upside limit on gains or the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large
capitalization companies” are those within the range of capitalization of the Underlying ETF’s
underlying index.
The Fund principally buys shares of the
Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index
exchange-traded options contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in
other listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The
Fund intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund
typically seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide
an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to
change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy.
“Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of
the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk may be heightened during times of increased market volatility or other unusual
market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying
ETF are listed on NYSE Arca, Inc.
An options contract is an
agreement between a buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put
option) a particular financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call option, the Fund pays a premium and receives the right, but not the obligation, to
purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a premium and
receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes
(sells) a call option, the Fund receives a premium and gives the purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset
at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms
such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX
Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that
guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund
invests are European style, which are exercisable at the strike price only on the expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the
Chicago Board Options Exchange
(“CBOE”).
7
Options positions are marked to market daily by
the Fund. The value of the FLEX Options in which the Fund invests is affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in
interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading
conditions in the options market. The Fund will typically trade options that expire at or around the end of each annual period or “Hedge Period” ([________________________________]), subject to the annual rebalancing process described below.
The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the
Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the Approximate Buffer
and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the
prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying
ETF’s Index and seek to enter into the combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This
will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call which may potentially give up more sizable returns to
the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more
other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities (e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior
to taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of
the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares of the Fund.
The Approximate Buffer that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate
Buffer, the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an
investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing
in the Fund.
In periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary
8
management fee) for the current Hedge Period,
along with Fund’s position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).
A
Further Discussion of Principal Risks
Each Fund is subject to various risks, including the principal risks noted below, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective. Each Fund may be exposed to these risks directly or indirectly through the Fund's investments in the Underlying Fund. You could lose all or part of your investment in the Funds, and the Funds could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. Each Fund discloses its portfolio holdings daily at www.iShares.com.
Affiliated Fund Risk. In managing the Funds, BFA has the ability to select Underlying Funds and
substitute Underlying Funds with other ETFs that it believes will achieve each Fund’s objective. BFA may be subject to potential conflicts of interest in selecting
Underlying Funds and substituting Underlying Funds with other ETFs because the fees paid to BFA by some Underlying Funds and other ETFs managed by BFA may be higher than the fees paid by other Underlying Funds. This risk may be reduced to the extent BFA has agreed to waive Acquired Fund Fees and Expenses with respect to the
Underlying Fund. If an Underlying Fund or other ETF holds interests in an affiliated fund, the Funds may be prohibited from purchasing shares of that Underlying Fund or other
ETF.
Approximate Buffer and Approximate Cap Change
Risk. The Approximate Buffer and Approximate Cap are dependent on prevailing market conditions
(e.g. volatility, interest rates, dividends, and other factors). As such, the
Approximate Buffer and Approximate Cap may rise or fall from one Hedge Period to the next, sometimes to a significant extent, and are unlikely to remain the same for consecutive
Hedge Periods.
Asset Class Risk. The securities and other assets in a Fund’s or the Underlying Fund’s
portfolio may underperform in comparison to other securities or indexes that track other countries, groups of countries, regions, industries, groups of industries, markets,
market segments, asset classes or sectors. Various types of securities, currencies and indexes may experience cycles of outperformance and underperformance in comparison to the general financial markets depending upon a number of factors including, among other things, inflation, interest rates, productivity, global demand for local products or resources, and regulation and governmental controls. This may cause a Fund to underperform other investment vehicles that invest in different asset classes.
Assets Under Management (AUM) Risk. From time to time, an Authorized
Participant, a third-party investor, a Fund’s adviser, an affiliate of a Fund’s adviser, or another fund may invest in a Fund and hold its investment for a specific
period of time to allow the Fund to achieve size or scale. There can be no assurance that any such entity would not redeem its investment or that the size of the Fund would be
maintained at such levels, which could negatively impact the Fund.
Authorized Participant Concentration Risk. Only an Authorized
Participant may engage in creation or redemption transactions directly with a Fund. There are a limited number of institutions that may act as Authorized Participants for the
Fund, including on an agency basis on behalf of other market participants. No Authorized Participant is obligated to engage in creation or redemption transactions. To the extent
that Authorized Participants exit the business or do not place creation or redemption orders for a Fund and no other Authorized Participant places orders, Fund shares are more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting. Authorized Participant concentration risk may be heightened for a Fund that invests in securities issued by non-U.S. issuers or instruments with lower trading volume. Such assets often entail greater settlement and operational complexity and higher capital costs for Authorized Participants, which may limit the number of Authorized Participants that engage with the Fund.
Buffered Loss Risk. There can be no guarantee that the Fund will be successful in its strategy to provide downside protection against
Underlying ETF losses. The Fund does not provide principal protection or non-principal protection, and, despite the Approximate Buffer, an investor may experience significant losses on their investment, including the loss of their entire investment. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the Approximate Buffer that the Fund seeks to provide may not be available. In periods of extreme market volatility, the Fund’s return may be subject to downside protection significantly lower than the Approximate Buffer.
Capped Upside Return Risk.
The Fund’s strategy seeks to provide returns that are subject to an Approximate Cap. The Approximate Cap
represents an approximate maximum percentage return that an investor can achieve from an investment in the Fund held over an entire Hedge Period. In the event that the Underlying ETF experiences gains in excess of the upside limit to which the Fund is subject as a result of the capped call for a Hedge Period, the Fund will not participate in those gains beyond the upside limit. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares prior to the end of a Hedge Period, there may be little or no ability for that investor to experience an investment gain on their Fund shares. In periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap.
Clearing Member
Default Risk. Transactions in some types of derivatives, including FLEX Options and
futures, are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank or broker. Since the Fund is not a member of clearing houses
and only members of a clearing house (“clearing members”) can participate directly in the clearing
house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared
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derivatives positions, the Fund will make
payments (including margin payments) to and receive payments from a clearing house through their accounts at clearing members. Customer funds held at a clearing organization in
connection with any options contracts are held in a commingled omnibus account and are not identified to the name of the clearing member’s individual customers. As a
result, assets deposited by the Fund with any clearing member as margin for FLEX Options or futures may, in certain circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition, although clearing members guarantee performance of their clients’ obligations to the Underlying ETF, the Fund's or the Underlying ETF's clearing house, there is a risk that the assets of the Fund might not be fully protected in the event of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated with a
clearing member’s default. If a clearing member defaults, the Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Concentration Risk. A Fund may be susceptible to an increased risk of loss, including losses due to
adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in the securities or
other assets of one or more issuers, countries or other geographic units, markets, industries, project types, or asset classes. A Fund with investment concentration may be more adversely affected by the underperformance of those assets, may experience greater price volatility and may be more susceptible to adverse economic, market, political or regulatory impacts on those assets compared to a fund that does not concentrate its investments.
Counterparty Risk. Derivatives are subject to counterparty risk, which is the risk that the other party
in the transaction will be unable or unwilling to fulfill its contractual obligation, and the related risks of having concentrated exposure to such a counterparty. The OCC acts
as guarantor and central counterparty with respect to the FLEX Options. As a result, the ability of the Fund to meet its objective depends on the OCC being able to meet its obligations. In the unlikely event that the OCC becomes insolvent or is otherwise unable to meet its settlement obligations, the Fund could suffer significant losses.
Cybersecurity Risk. A Fund and entities that interact with the Fund are susceptible to operational,
information security and related cybersecurity risks, both directly and through their service providers. These entities include, but are not limited to, a Fund’s adviser,
distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, transfer agents and administrators), counterparties, market
makers, Authorized Participants, listing exchanges, other financial market operators, and governmental authorities. Cybersecurity risks are also present for issuers of securities
or other assets in which a Fund invests, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such issuers to lose
value. Cyber incidents can result from deliberate attacks or unintentional events. They include, but are not limited to, gaining unauthorized access to systems, misappropriating
assets or sensitive information, corrupting or destroying data, and causing operational disruption. Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity incidents may cause disruptions and impact business operations and may
result in any of the following: financial losses, interference with a Fund’s ability to calculate its NAV, disclosure of confidential information, impediments to trading,
submission of erroneous trades or erroneous creation or redemption orders, the inability of a Fund or its service providers to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and other legal and compliance expenses. In addition, cyber incidents may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to a Fund’s functioning inaccessible, inaccurate or incomplete. A Fund may incur substantial costs in order to resolve or prevent cyber incidents.
Each Fund has established business continuity plans in the event of, and risk management systems to prevent, cyber incidents. However, there are inherent
limitations in such plans and systems, including the possibility that certain risks have not been identified, that prevention and remediation efforts will not be successful or that cyber incidents will go undetected. Furthermore, a Fund cannot control the cybersecurity plans and systems of its service providers, counterparties, and other third parties whose activities affect the Fund. A Fund and its shareholders could be negatively impacted as a result.
Derivatives Risk. A derivative is a financial contract, the value of which depends on or is derived
from, the value of an underlying asset such as a security or an index. Each
Fund and Underlying Fund may invest in certain types of derivatives contracts,
including futures, options and swaps. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s or the Underlying Fund's losses may be greater if it invests in derivatives than if it invests only in conventional securities.
Equity Securities Risk. Equity securities are subject to changes in value due to general market or
economic conditions, perceptions about the markets in which issuers participate or a number of factors relating to a specific issuer. Investments in equity securities may be more
volatile than investments in other asset classes. Equity securities (both common and preferred stock) are subordinated to debt securities in a company’s capital structure, and so equity holders are generally subject to more risks, particularly in the event of an issuer’s bankruptcy. Common stock has the lowest priority and the greatest risks, including with respect to dividends and any liquidation payments.
FLEX Options Risk. In addition to counterparty risk, FLEX Options are subject to the risk that they may be less liquid than certain other
securities, such as standardized options. In less liquid markets for the FLEX Options, terminating the FLEX Options may require the payment
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of a premium or acceptance of a discounted
price and may take longer to complete. In a less liquid market for the FLEX Options, the liquidation of a large number of options may significantly impact the price of the
options and may adversely impact the value of your investment. Additionally, to the extent market participants are not willing or able to enter into FLEX Option transactions with
the Fund at prices that reflect the market price of the Fund shares, the Fund’s net asset value
(“NAV”) and, in turn the share price of the Fund, could be negatively impacted.
The FLEX Options held by the Fund will be exercisable at the strike price only on their
expiration date. As an in-the-money FLEX Option approaches its expiration date, its value typically will increasingly move with the value of the Underlying ETF. However, the
value of the FLEX Options prior to the expiration date may vary because of related factors other than the value of the Underlying ETF. The value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods. Factors that may influence the value of the FLEX Options generally include interest rate changes, dividends, the actual and implied volatility levels of the Underlying ETF’s share price, and the remaining time until the FLEX Options expire, among others. The value of the FLEX Options held by the Fund typically do not increase or decrease at the same rate as the Underlying ETF’s share price on a day-to-day basis due to these factors (although they generally move in the same direction), and, as a result, the Fund’s NAV may not increase or decrease at the same rate as the Underlying
ETF’s share price.
Futures Contract Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to
take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. Unlike equities, which typically entitle the
holder to a continuing ownership stake in an issuer, futures contracts normally specify a certain date for settlement in cash based on the level of the reference rate. The primary risks associated with the use of futures contracts are: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) BFA's inability to predict correctly the direction of prices and other economic factors; and (v) the possibility that the counterparty will default in the performance of its obligations.
Hedge
Period Risk. The Approximate Buffer and Approximate Cap for a Hedge Period apply to Fund shares
held over the entire Hedge Period. In the event an investor purchases Fund shares after a Hedge Period begins or sells Fund shares prior to the end of the Hedge Period, the returns realized by the investor will not match those that the Fund seeks to provide.
Indexing Investment Risk. The Underlying Fund is not actively
managed and may be affected by a general decline in market segments related to its Underlying Index. The Underlying Fund invests in securities included in, or representative of,
its underlying index, regardless of its investment merits. BFA generally does not attempt to invest the Underlying Funds’ assets in defensive positions under any market
conditions, including declining markets.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic,
may adversely affect the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that cannot be foreseen.
An infectious illness outbreak may result in travel restrictions, closed
international borders, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, temporary and permanent closures
of businesses, layoffs, defaults and other significant economic, social and political impacts, as well as general concern and uncertainty.
An infectious illness outbreak may result in extreme volatility, severe losses, credit
deterioration of issuers, and disruptions in markets, which could adversely impact a Fund and its investments, including impairing any hedging activity.
Certain local markets may be subject to closures. Any suspension of trading in markets
in which the Funds or the Underlying Fund invests will have an impact on the
Funds or the Underlying Fund and their investments and will impact the
Fund’s or the Underlying Fund's ability to purchase or sell securities in such markets. Market or economic disruptions could result in elevated tracking error and increased premiums or discounts to the Fund's
NAV. Additionally, an outbreak could impair the operations of the Fund’s service providers, including BFA, which could adversely impact the Fund.
Governmental and quasi-governmental authorities and regulators throughout the world may
respond to an outbreak and any resulting economic disruptions with a variety of fiscal and monetary policy changes, including direct capital infusions into companies and other
issuers, new monetary policy tools, and changes in interest rates. A reversal of these policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s or the Underlying Fund's investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect a Fund and its investments and could result in increased premiums or discounts to the Funds' NAV.
Despite the development of vaccines, the duration of the COVID-19 pandemic and its
effects cannot be predicted with certainty.
Information Technology Sector Risk. Information technology companies
face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other technology companies, information technology
companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Companies in the information
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technology sector are facing increased
government and regulatory scrutiny and may be subject to adverse government or regulatory action. Companies in the application software industry, in particular, may also be
negatively affected by the decline or fluctuation of subscription renewal rates for their products and services, which may have an adverse effect on profit margins. Companies in
the systems software industry may be adversely affected by, among other things, actual or perceived security vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement actions and other remediation costs.
Investment Objective Risk. Certain circumstances under which the Fund might not achieve its objective include, but are not limited, to (i) if the
Fund disposes of exchange-traded options, (ii) if the Fund is unable to maintain the proportional relationship based on the number of exchange-traded options in the Fund’s
portfolio, (iii) significant accrual of Fund expenses in connection with effecting the Fund’s principal investment strategy or (iv) adverse tax law changes affecting the
treatment of FLEX Options.
Investment in the
Underlying Fund Risk. Each Fund invests substantially all of its assets
in the Underlying Fund, so each Fund’s investment performance is directly related to the performance of the Underlying Fund. Each Fund may also invest in other funds, including money market funds. Each Fund’s NAV will change with changes in the value of the Underlying Fund and other securities in which each Fund invests based on their market valuations. An investment in a Fund will entail more direct and indirect costs and expenses than a direct investment in the Underlying Fund. For example, in addition to the expenses of a Fund, a Fund indirectly pays a portion of the expenses (including operating expenses and management fees) incurred by the Underlying Fund, although some of such fees will be offset by the fee waiver by BFA.
An
investor in a Fund may receive taxable gains from portfolio transactions by the Underlying Fund, as well as taxable gains from transactions in shares of the Underlying Fund held by the Fund.
Issuer Risk. The performance of a Fund depends on the performance of individual securities to
which a Fund or the Underlying Fund has exposure. A Fund may be adversely affected if an issuer of underlying securities held by the Fund or the Underlying Fund is
unable or unwilling to repay principal or interest when due. Any issuer of these securities may perform poorly, causing the value of its securities to decline. Poor performance may be caused by poor management decisions, competitive pressures, changes in technology, expiration of patent protection, disruptions in supply, labor problems or shortages, corporate restructurings, fraudulent disclosures, credit deterioration of the issuer or other factors. Issuers may, in times of distress or at their own discretion, decide to reduce or eliminate dividends, which may also cause their stock prices to decline. An issuer may also be subject to risks associated with the countries, states and regions in which the issuer resides, invests, sells products, or otherwise conducts operations.
Large-Capitalization Companies Risk. Large-capitalization companies
may be less able than smaller-capitalization companies to adapt to changing market conditions and competitive challenges. Large-capitalization companies may be more mature and
subject to more limited growth potential compared with smaller-capitalization companies. The performance of large-capitalization companies could trail the overall performance of the broader securities markets.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders of a Fund, including an
Authorized Participant, a third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a market maker, or another entity, may from time to time own
or manage a substantial amount of Fund shares or may hold their investment in the Fund for a limited period of time. These shareholders may also pledge or loan Fund shares (to secure financing or otherwise), which may result in the shares becoming concentrated in another party. There can be no assurance that any large shareholder or large group of shareholders would not redeem their investment or that the size of a Fund would be maintained. Redemptions of a large number of Fund shares may adversely affect a Fund’s liquidity and net assets. To the extent a Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities or other assets when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of Fund shares, increase the Fund’s brokerage
costs, accelerate the realization of taxable income and/or capital gains, and cause the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In addition, under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately large taxable distribution during or with respect to such tax year. A Fund also may be required to sell its more liquid investments to meet a large redemption, in which case the Fund’s remaining assets may be less liquid, more volatile, and more difficult to price.
To the extent these large shareholders transact in Fund shares on the secondary market, such transactions may account for a large percentage of the trading volume for Fund shares and may, therefore, have a material upward or downward effect on the market price of the shares. In addition, large purchases of Fund shares may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, diluting its investment returns.
Management Risk. An active Fund is subject to management risk because it does not seek to replicate the performance of a specified
index. BFA and the portfolio managers will utilize a proprietary investment process, techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. In addition, legislative, regulatory, or tax developments may affect the investment techniques available to BFA in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment objective.
Market Risk. A Fund could lose money over short periods due to short-term market movements and over
longer periods during more prolonged market downturns. The value of a financial instrument or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the particular instrument or asset, or factors that affect one or more issuers, counterparties, exchanges, countries or other geographic units, markets, industries, or asset classes. Local, regional or global events such as
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war, acts of terrorism, pandemics or other
public health issues, recessions, the prospect or occurrence of a sovereign default or other financial crisis, or other events could have a significant impact on a Fund and its
investments and could result in increased premiums or discounts to a Fund’s NAV. Changes in market and economic conditions generally do not have the same impact on all
types of instruments and assets.
Market Trading Risk.
Absence of Active Market. Although shares of the Funds and the Underlying Fund are listed for trading
on one or more stock exchanges, there can be no assurance that an active trading market for such shares will develop or be maintained by market makers or Authorized Participants.
Risk of Secondary Listings. The Funds' and the Underlying Fund's shares may be listed or traded on
U.S. and non-U.S. stock exchanges other than the U.S. stock exchange where the Funds' primary listing is maintained, and may otherwise be made available to non-U.S. investors
through funds or structured investment vehicles similar to depositary receipts. There can be no assurance that a Fund’s or the Underlying Fund's shares will continue to trade on any such stock exchange or in any market or that a Fund’s or the Underlying Fund's shares will continue to meet the requirements for listing or trading on any exchange or in any market. The Funds' or the Underlying Fund's shares may be less actively traded in certain markets than in others, and investors are subject to the execution and settlement risks and market standards of the market where they or their broker direct their trades for execution. Certain information available to investors who trade Fund or the Underlying Fund shares on a U.S. stock exchange during regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less efficient.
Secondary Market Trading Risk. Shares of a Fund or the Underlying Fund may trade in the secondary market at times when the Fund or the
Underlying Fund do not accept orders to purchase or redeem shares. At such times, shares may trade in the secondary market with more significant premiums or discounts than might be experienced at times when the Funds or the Underlying Fund accept purchase and redemption orders. If a Fund purchases shares of the Underlying Fund at a time when the market price of Underlying Fund shares is at a premium to their NAV or sells Underlying Fund shares when their market price is at a discount to their NAV, the Fund may incur losses.
Secondary market trading in Fund or the Underlying Fund shares may be halted by a stock
exchange because of market conditions or for other reasons. In addition, trading in Fund or the Underlying Fund shares on a stock exchange or in any market may be subject to
trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules on the stock
exchange or market.
Shares of each Fund or the Underlying
Fund, similar to shares of other issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility and price decreases
associated with being sold short. In addition, trading activity in derivative products based on a Fund or the Underlying Fund may lead to increased trading volume and
volatility in the secondary market for the shares of a Fund or the Underlying Fund.
Shares of each Fund and the Underlying Fund May Trade at Prices Other Than NAV. Shares of a Fund and the Underlying Fund each trade on stock exchanges at prices at, above or below the respective
Fund’s and the Underlying Fund's most recent NAV. The NAV of each Fund and the Underlying Fund are calculated at the end of each business day and fluctuate with changes in
the market value of such Fund’s or the Underlying Fund's holdings. The trading price of each of the Fund's and the Underlying Fund's shares fluctuates continuously
throughout trading hours based on both market supply of and demand for their shares and the underlying value of their portfolio holdings or NAV. As a result, the trading prices of a Fund’s and the Underlying Fund's shares may deviate significantly from NAV during periods of market volatility. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUNDS' OR THE UNDERLYING FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be created and redeemed in Creation Units at
NAV, BFA believes that large discounts or premiums to the NAV of a Fund or the Underlying Fund, as applicable, are not likely to be sustained over the long term (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs). While the creation/redemption feature is designed to make it more likely that a
Fund’s or the Underlying Fund's shares normally will trade on stock exchanges at prices close to the Fund’s or the Underlying Fund's next calculated NAV, exchange prices are not expected to correlate exactly with their respective NAV due to timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants, or other market participants, and during periods of significant market volatility, may result in trading prices for shares of a Fund or the Underlying Fund that differ significantly from their NAV. Authorized Participants may be less willing to create or redeem Fund or Underlying Fund shares if there is a lack of an active market for such shares or its underlying
investments, which may contribute to a Fund’s or Underlying Fund's shares trading at a premium or discount to NAV.
Costs of Buying or Selling Fund Shares. Buying or selling Fund shares on an exchange involves two types of costs that apply to all securities transactions.
When buying or selling shares of a Fund through a broker, you will likely incur a brokerage commission and other charges. In addition, you may incur the cost of the “spread”; that is, the difference between what investors are willing to pay for Fund shares (the “bid” price) and the price at which they are willing to sell Fund shares (the “ask” price). The spread, which varies over time for shares of a Fund based on trading volume and market liquidity, is generally narrower if the Fund has more trading volume and market liquidity and wider if the Fund
has less trading volume and market liquidity. In addition, increased market volatility may cause wider spreads. There may also be regulatory and other charges that are incurred as a result of trading activity. Because of the costs inherent in buying or selling Fund shares, frequent trading may detract significantly from investment results and an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments through a brokerage account.
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Non-Diversification
Risk. Each Fund is classified as “non-diversified.” This means that, compared
with other funds that are classified as “diversified,” each Fund may invest a greater percentage of their respective assets in securities issued by or representing a
small number of issuers. As a result, each Fund may be more susceptible to the risks associated with these particular issuers or to a single economic, political or regulatory occurrence affecting these issuers.
Operational Risk. Each Fund is exposed to operational risks arising from a number of factors,
including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third parties, failed or
inadequate processes and technology or systems failures. Each Fund and BFA seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
Options Risk. Investments in options are considered speculative. When the Fund purchases an option, it may lose the total premium paid for it if the price of the underlying security or other assets decreased, remained the same or failed to increase to a level at or beyond the exercise price (in the case of a call option) or increased, remained the same or failed to decrease to a level at or below the exercise price (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline or increase in the underlying asset is significantly below or above the exercise price of the written option, the Fund
could experience a substantial loss.
Risk of Investing in Developed Countries. Investment in developed country issuers will subject a Fund or the Underlying Fund to regulatory, political,
currency, security, economic and other risks associated with developed countries. Developed countries generally tend to rely on services sectors (e.g., the financial services sector) as the primary means of economic growth. A prolonged slowdown in
one or more services sectors is likely to have a negative impact on economies of certain developed countries, although economies of individual developed countries can be impacted by slowdowns in other sectors. In the past, certain developed countries have been targets of terrorism, and some geographic areas in which the Fund or the Underlying Fund invests have experienced strained international relations due to territorial disputes, historical
animosities, defense concerns and other security concerns. These situations may cause uncertainty in the financial markets in these countries or geographic areas and may
adversely affect the performance of the issuers to which a Fund or the Underlying Fund has exposure. Heavy regulation of certain markets, including labor and product markets, may
have an adverse effect on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Many developed countries are heavily
indebted and face rising healthcare and retirement expenses. In addition, price fluctuations of certain commodities and regulations impacting the import of commodities may negatively affect developed country economies.
Risk of Investing in the U.S. Investing in U.S. issuers involves
legal, regulatory, political, currency, security, and economic risks that are specific to the U.S. A decrease in imports or exports, changes in trade regulations, inflation, an
economic recession, financial system stress, or political turmoil, among other risks, may have an adverse effect on the U.S. economy and the securities listed on U.S. exchanges.
The U.S. is also subject to the risk of natural disasters, such as droughts, earthquakes, fires and floods. U.S. security risks include acts of terrorism, internal unrest and a deterioration in relations between the U.S. and certain countries. Any of these may adversely affect the U.S. economy, financial markets or issuers.
Governmental agencies project that the U.S. will maintain elevated public debt levels for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, the costs of servicing such debt may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt
ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial
system.
Securities Lending Risk. A Fund may engage in securities lending. Securities lending involves the risk
that a Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. A Fund could also lose money in the event of
a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. BlackRock Institutional Trust Company, N.A.
(“BTC”), which is the securities lending agent for the iShares/BlackRock ETFs, will take into account the tax impact to
Fund shareholders of substitute payments for dividends when managing the securities lending program.
Small Fund Risk. When a Fund’s size is small, the Fund may experience low trading volume and wide bid/ask spreads. In addition, a Fund may face the risk of being delisted if the Fund does not meet certain conditions of the listing exchange. If a Fund were to be required to delist from the listing exchange, the value of the Fund may rapidly decline and performance may be negatively impacted. Any resulting liquidation of a Fund could cause the Fund to incur elevated transaction costs for the Fund and negative tax consequences for its shareholders.
Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Internal Revenue Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Internal Revenue Code. However, the federal income tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible application of the “straddle” rules, and various loss
limitation provisions of the Internal Revenue Code. To qualify and maintain its status as a RIC, the Fund must meet certain income, diversification and distributions tests. For
purposes of the diversification test, the identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. There is no published Internal Revenue Service (the “IRS”) guidance or case law on how to
determine the
“issuer” of certain derivatives that the Fund will enter into. Therefore, there is a risk that the Fund will not meet the Internal Revenue Code’s
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diversification requirements and will not
qualify, or will be disqualified, as a RIC. The Fund intends to treat the issuer of the FLEX Options as the referenced asset, which, assuming the referenced asset qualifies as a
RIC, would allow the Fund to count the FLEX Options as automatically diversified investments under the Internal Revenue Code’s diversification requirements. In addition,
the Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of
the Internal Revenue Code applicable to RICs. If the income is not qualifying income or if the FLEX Options are not treated as issued by the reference asset for diversification
test purposes, there is a risk that the Fund could lose its RIC status. If the Fund did not qualify as a RIC for any taxable year and certain relief provisions were not available, the Fund’s taxable income would be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. In such event, in order to re-qualify for taxation as a RIC, the Fund might be required to recognize unrealized gains, pay substantial taxes and interest and make certain distributions. This would cause investors to incur higher tax liabilities than they otherwise would have incurred and would have a negative impact on Fund returns. In such event, the Fund may reorganize, close or materially change its investment objective and strategies.
The
Fund’s investments in offsetting positions with respect to the Underlying ETF may affect the character of gains or losses realized by the Fund under the Internal Revenue Code’s
“straddle” rules and may increase the amount of short-term capital gain realized by the Fund. Such short-term capital gain is
taxed as ordinary income when distributed to U.S. shareholders in a non-liquidating distribution. As a result, if the Fund makes a non-liquidating distribution of its short-term
capital gain, the amount which U.S. shareholders must treat as ordinary income may be increased substantially as compared to the Fund that did not engage in such transactions.
Accordingly, shareholders could have a lower after-tax return from investing in the Fund than investing directly in the Underlying ETF.
The FLEX Options included in the Fund’s portfolio are exchange-traded options.
The tax treatment of certain derivatives contracts including listed non-equity options written or purchased by the Fund on U.S. exchanges (such as options on futures contracts,
broad-based equity indices and debt securities) may be governed by Section 1256 of the Internal Revenue Code
(“Section 1256
Contracts”). Section 1256
Contracts are treated as if they were sold (i.e., “marked to market”) at the end of each year.
Gain or loss is recognized on this deemed sale. Such treatment could cause the Fund to recognize taxable income without receiving cash. In order to maintain its RIC
qualification, the Fund must distribute at least 90% of its income annually. If FLEX Options held by the Fund are subject to Section 1256 of the Internal Revenue Code, and the Fund is unable to distribute marked-to-market gains to its shareholders, the Fund may lose its RIC qualification and be taxed as a regular corporation. BFA believes that the FLEX Options typically held in its portfolio (i.e., FLEX Options that reference the iShares Core S&P 500 ETF) will not be subject to Section 1256, and disposition of such options will likely result in short-term capital gains or losses.
Additionally, buying securities shortly before the record date for a taxable dividend
or capital gain distribution is commonly known as “buying a dividend.” If a shareholder purchases
Fund shares after the Hedge Period has begun and shortly thereafter the Fund issues a dividend, the entire distribution may be taxable to the shareholder even though a portion of
the distribution effectively represents a return of the purchase price.
Technology Sector Risk. Technology companies, including information
technology companies, face intense competition, both domestically and internationally, which may have an adverse effect on a company’s profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the technology sector are heavily dependent on patent and other intellectual property rights. A technology company’s loss or impairment of these rights may adversely affect the company’s profitability. Companies in the technology sector may face increased government and regulatory scrutiny and
may be subject to adverse government or regulatory action. The technology sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.
Upside Participation Risk. There can be no guarantee that the Fund will be successful in its strategy to match the increase, if any, of the share
price return of the Underlying ETF over a Hedge Period, subject to an Approximate Cap. In the event an investor purchases Fund shares after the beginning of a Hedge Period or
does not stay invested in a Fund for the entirety of the Hedge Period, the returns realized by the investor may not match those that the Fund seeks to achieve.
Valuation Risk. The price a Fund or the Underlying Fund could receive upon the sale of a security or other asset may differ from the Fund's or the Underlying Fund's valuation of the security or other asset,
particularly for securities or other assets that trade in low volume or volatile markets, or assets that are impacted by market disruption events or that are valued using a fair
value methodology as a result of trade suspensions or for other reasons. Because non-U.S. exchanges may be open on days when a Fund or the Underlying Fund does not price its
shares, the value of the securities or other assets in the Fund's or the Underlying Fund's portfolio may change on days or during time periods when the Fund or the Underlying Fund will not be able to purchase or sell the
Fund’s or the Underlying Fund's shares. Authorized Participants
who purchase or redeem shares of a Fund or the Underlying Fund on days when the Fund or the Underlying Fund is holding fair-valued securities or other instruments may receive fewer or more shares, or
lower or higher redemption proceeds, than they would have received had the
Fund or the Underlying Fund not fair-valued securities or other instruments or
used a different valuation methodology. The Fund’s or the Underlying Fund's ability to value investments may be impacted by technological issues or errors by pricing services or other third-party service providers.
A Further Discussion of Other Risks
Each Fund may also be subject to certain other risks associated with its investments and investment strategies. The order of the below risk factors does not indicate the significance of any particular risk factor.
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Close-Out Risk for Qualified
Financial Contracts. Regulations adopted by global prudential regulators require counterparties that are part
of U.S. or foreign global systemically important banking organizations to include contractual restrictions on close-out and cross-default in agreements relating to qualified financial contracts. Qualified financial contracts include agreements relating to swaps, currency forwards and other derivatives as well as repurchase agreements and securities lending agreements. The restrictions prevent a Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit a Fund from exercising default rights due to a receivership or similar proceeding of an affiliate of the counterparty. These requirements may increase credit risk and other risks to a Fund.
Consumer Discretionary Sector
Risk. The success of consumer product manufacturers and retailers is tied
closely to the performance of domestic and international economies, interest rates, exchange rates, supply chains, competition, consumer confidence, changes in demographics and consumer preferences. Companies in the consumer discretionary sector depend heavily on disposable household income and consumer spending, and may be strongly affected by social trends and marketing campaigns. These companies may be subject to severe competition, which may have an adverse impact on their profitability.
Consumer Staples Sector Risk. Companies in the consumer staples sector may be affected by the
regulation of various product components and production methods, marketing campaigns and changes in the global economy, consumer spending and consumer demand. Tobacco and tobacco-related companies, in particular, may be adversely affected by new laws, regulations and litigation. Companies in the consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. These companies may be subject to severe competition, which may have an adverse impact on their profitability.
Dividend-Paying Stock Risk. Investing in dividend-paying stocks involves the risk that such stocks may fall out of favor with investors and
underperform the broader market. Companies that issue dividend-paying stocks are not required to pay or continue paying dividends on such stocks. It is possible that issuers of the stocks held by a Fund or the Underlying Fund will not declare dividends in the future or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or increases in the payment of dividends) in the future.
Financials Sector Risk. Companies in the financials sector are subject to extensive governmental
regulation and intervention, which may adversely affect the scope of their activities, the prices they can charge, the amount of capital and liquid assets they must maintain and,
potentially, their size. Governmental regulation may change frequently and may have significant adverse consequences for companies in the financials sector, including effects not intended by such regulation. Increased risk taking by financial companies may also result in greater overall risk in the U.S. and global financials sector. The impact of changes in capital requirements, or recent or future regulation in various countries, on any individual financial company or on the financials sector as a whole cannot be predicted.
Certain risks may impact the value of investments in the financials sector more
severely than those of investments outside this sector, including the risks associated with companies that operate with substantial financial leverage. Companies in the
financials sector are exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree, including through swaps and other derivatives products. Financial services companies may have significant exposure to the same borrowers and
counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect other companies with exposure to the same borrower or counterparty. This interconnectedness of risk may result in significant negative impacts to companies with direct exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector generally. Companies in the financials sector may also be adversely affected by increases in interest rates and loan losses, decreases in the availability of money or asset valuations, credit rating downgrades, adverse public perception and adverse conditions in other related markets. Insurance companies, in particular, may be subject to severe price competition and/or rate regulation, which may have an adverse impact
on their profitability. The financials sector is particularly sensitive to fluctuations in interest rates. The financials sector is also a target for cyberattacks. Cybersecurity incidents and technology malfunctions and failures have become increasingly frequent and have caused significant losses to companies in this sector, which may negatively impact a Fund. The extent to which the Fund may invest in a company that engages in securities-related activities or banking is limited by applicable law.
Healthcare Sector Risk. The profitability of companies in the
healthcare sector may be adversely affected by the following factors, among others: extensive government regulations, restrictions on government reimbursement for medical
expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, changes in the demand for medical products and services,
a limited number of products, industry innovation, changes in technologies and other market developments. Many healthcare companies are heavily dependent on patent protection. The expiration of a company’s patents may adversely affect that company’s profitability. Many healthcare companies are subject to extensive litigation based on product liability and similar claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. The U.S. Inflation Reduction Act of 2022 allows for the negotiation of prescription drug prices on behalf of Medicare recipients, which may result in reduced prescription prices. This could reduce some healthcare companies’ overall profitability. Many new products in the healthcare sector may be subject to regulatory
approvals. The process of obtaining such approvals may be long and costly, and such efforts ultimately may be unsuccessful. Companies in the healthcare sector may be thinly capitalized and may be susceptible to product obsolescence. In addition, a number of legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.
Illiquid Investments Risk. A Fund may not acquire any illiquid
investment if, immediately after the acquisition, a Fund would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment
that a Fund reasonably expects cannot be
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sold or disposed of in current market
conditions in seven calendar days or less without significantly changing the market value of the investment. Liquid investments may become illiquid after purchase by a Fund,
particularly during periods of market turmoil. There can be no assurance that a security or instrument that is deemed to be liquid when purchased will continue to be liquid for
as long as it is held by a Fund, and any security or instrument held by a Fund may be deemed an illiquid investment pursuant to a Fund’s liquidity risk management program. To the extent a Fund holds illiquid investments, the illiquid investments may reduce the returns of a Fund because a Fund may be unable to transact at advantageous times or prices. An investment may be illiquid due to, among other things, the reduced number and capacity of traditional market participants to make a market in securities or instruments, the lack of an active market for such securities or instruments, capital controls, delays or limits on repatriation of local currency, or insolvency of local governments. To the extent that a Fund invests in securities or instruments with substantial market and/or credit risk, a Fund will tend to have increased
exposure to the risks associated with illiquid investments. Illiquid investments may be harder to value, especially in changing markets. Although each Fund primarily seeks to redeem shares of a Fund on an in-kind basis, if a Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, a Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from a Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as a Fund, causing increased supply of a Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if a Fund is limited in its ability to
sell illiquid investments during periods when shareholders are redeeming their shares, a Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of a Fund’s holdings. During periods of market volatility, liquidity in the market for a Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by a Fund, which could lead to a Fund’s shares trading at a premium or discount to the Fund's NAV.
Industrials Sector Risk. The value of securities issued by companies in the industrials sector may be
adversely affected by supply and demand changes related to their specific products or services and industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Global events, trade disputes and changes in government regulations, economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. Companies in the industrials sector, particularly aerospace and defense companies, may also be adversely
affected by government spending policies because companies in this sector tend to rely to a significant extent on government demand for their products and services.
Reliance on Advisor Risk. The Fund is dependent upon services and resources provided by BFA, and
therefore BFA’s parent, BlackRock, Inc. BFA is not required to devote its full time to the business of the Fund and there is no guarantee or requirement that any investment
professional or other employee of BFA will allocate a substantial portion of his or her time to the Fund. The loss of, or changes in, BFA’s personnel could have a negative effect on the performance or the continued operation of the Fund.
Telecommunications Sector Risk. The telecommunications sector
of a country's economy is often subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to receive required
regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of telecommunications companies. Government actions around the
world, specifically in the area of pre-marketing clearance of products and prices, can be arbitrary and unpredictable. Companies in the telecommunications sector may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in developing new products and services using new technology. Technological innovations may make the products and services of certain telecommunications companies obsolete. Telecommunications providers are generally required to obtain franchises or licenses in order to provide services in a given location. Licensing and franchise rights in the telecommunications sector are limited, which may provide an advantage to certain participants. Limited availability of such rights, high barriers to market entry and regulatory oversight, among
other factors, have led to consolidation of companies within the sector, which could lead to further regulation or other negative effects in the future.
Threshold/Underinvestment Risk. If certain aggregate and/or fund-level ownership thresholds are reached
through transactions undertaken by BFA, its affiliates or the Underlying Fund, or as a result of third-party transactions or actions by an issuer or regulator, the ability of BFA and its affiliates on behalf of clients (including the Underlying Fund) to purchase or dispose of investments, or exercise rights or undertake business transactions, may be restricted by regulation or otherwise impaired. The capacity of the Underlying Fund to make investments in certain securities may be affected by the relevant threshold limits, and such limitations may have adverse effects on the liquidity and performance of the Underlying Fund’s portfolio holdings.
For example, in certain circumstances where the Underlying Fund invests in securities issued by companies that operate in certain regulated industries or in certain emerging or international markets, is subject to corporate or regulatory ownership restrictions, or invests in certain futures or other derivative transactions, there may be limits on the aggregate and/or fund-level amount invested or voted by BFA and its affiliates for their proprietary accounts and for client accounts (including the Underlying Fund) that may not be exceeded without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause BFA and its affiliates, the Fund or other client accounts to suffer disadvantages or business restrictions.
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Portfolio Holdings Information
A description of the Trust's policies and procedures with respect to the disclosure of
each Fund’s portfolio securities is available in the Funds' combined SAI. Each Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing
information regarding each Fund's top holdings are posted on www.iShares.com when available and may be requested by calling 1-800-iShares (1-800-474-2737).
Management
Investment Adviser. As investment adviser, BFA has overall responsibility for the general management and administration of the Funds. BFA
provides an investment program for each Fund and manages the investment of each Fund’s assets. In managing the Funds, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve a Fund's investment objective, BFA uses teams of portfolio managers, investment strategists and other investment specialists. This team approach brings together many disciplines and leverages BFA’s extensive resources.
Pursuant to the Investment Advisory Agreement between BFA and the Trust (entered into on behalf of the Funds), BFA is responsible for substantially all expenses of the Funds, except the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or expenses, and litigation expenses and any extraordinary expenses (as determined by a majority of the Trustees who are not “interested persons” of the Trust). Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired Fund Fees and
Expenses, if any.
For its investment advisory services to each
Fund, BFA is paid a management fee from each Fund based on a percentage of each Fund's average daily net assets, at the annual rate of ____%.
BFA may from time to time voluntarily waive and/or reimburse fees or expenses in order
to limit total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, if any). Any such voluntary waiver or reimbursement may be eliminated by BFA at any
time.
BFA is located at 400 Howard Street, San Francisco, CA94105.
It is an indirect wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”). As of ________, 2024, BFA and its
affiliates provided investment advisory services for assets of approximately $____ trillion. BFA and its affiliates trade and invest for their own accounts in the actual
securities and types of securities in which the Funds may also invest, which may affect the price of such securities.
A discussion regarding the basis for the approval by the Board of the Investment
Advisory Agreement with BFA will be available in each Fund's _____ Report for the period ending _____ .
From time to time, a manager, analyst, or other employee of BlackRock or its affiliates
may express views regarding a particular asset class, company, security, industry, or market sector. The views expressed by any such person are the views of only that individual
as of the time expressed and do not necessarily represent the views of BlackRock or any other person within the BlackRock organization. Any such views are subject to change at any time based upon market or other conditions and BlackRock disclaims any responsibility to update such views. These views may not be relied on as investment advice and may not be relied on as an indication of trading intent on behalf of a Fund.
Portfolio Managers. Jennifer Hsui, Greg Savage and Paul Whitehead are primarily responsible for the day-to-day management of the Funds.
The Portfolio Managers are responsible for various functions related to portfolio management, including, but not limited to, investing cash inflows, coordinating with members of their respective portfolio management team to focus on certain asset classes, implementing investment strategy, researching and reviewing investment strategy and overseeing members of their respective portfolio management teams who have more limited responsibilities.
Jennifer Hsui has been employed by BFA or its affiliates as a senior portfolio manager since 2007. Prior to that, Ms. Hsui was a portfolio manager from 2006 to 2007 for Barclays Global Fund Advisors (“BGFA”). Ms. Hsui has been a Portfolio
Manager of each Fund since inception (2024).
Greg Savage has been employed by BFA or its affiliates as a senior portfolio manager since 2006. Prior to that, Mr. Savage was a portfolio manager from 2001 to 2006 for BGFA. Mr. Savage has been a Portfolio Manager of each Fund since inception (2024).
Paul Whitehead has been with BlackRock since 1996, including his years with Barclays
Global Investors
(“BGI”), which merged with BlackRock in 2009. Mr. Whitehead has been employed by BlackRock as a Managing Director since 2010
and a Director from 2009 to 2010. Mr. Whitehead was employed by BGI as Principal from 2002 to 2009. Mr. Whitehead has been a Portfolio Manager of each Fund since inception (2024).
The Funds' SAI provides additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership (if any) of shares in the Funds.
Administrator, Custodian and Transfer Agent. [The Bank of New York
Mellon (“BNY
Mellon”) is the administrator, custodian and transfer agent for the Fund.] JPMorgan Chase Bank, N.A. serves as custodian for the Funds in connection with certain securities lending activities.
Conflicts of Interest. The investment activities of BFA and its affiliates (including BlackRock and its subsidiaries (collectively, the
“Affiliates”)), and their respective directors, officers or employees, in the management of, or their interest in, their own accounts and other
18
accounts they manage, may present conflicts of
interest that could disadvantage the Funds and their shareholders. BFA and its Affiliates provide investment management services to other funds and discretionary managed accounts
that may follow investment programs similar to that of the Funds. BFA and its Affiliates are involved worldwide with a broad spectrum of financial services and asset management
activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Funds. BFA or one or more Affiliates act, or may act, as an investor, research provider, investment manager, commodity pool operator, commodity trading advisor, financier, underwriter, adviser, trader, lender, index provider, agent and/or principal, and have other direct and indirect interests in securities, currencies, commodities, derivatives and other instruments in which the Funds may directly or indirectly invests. The Funds may invest in securities of, or engage in other transactions with, companies with which an Affiliate has significant debt or equity investments or other interests. The Funds may also invest in issuances (such as structured notes) by entities
for which an Affiliate provides and is compensated for cash management services relating to the proceeds from the sale of such issuances. The Funds also may invest in securities of, or engage in other transactions with, companies for which an Affiliate provides or may in the future provide research coverage. An Affiliate may have business relationships with, and purchase or distribute or sell services or products from or to, distributors, consultants or others who recommend the Funds or who engage in transactions with or for the Funds, and may receive compensation for such services. BFA or one or more Affiliates may engage in proprietary trading and advise accounts and funds that have investment objectives similar to those of the Funds and/or that engage in and compete for transactions in the same types of securities, currencies
and other instruments as the Funds. This may include transactions in securities issued by other open-end and closed-end investment companies (which may include investment companies that are affiliated with the Funds and BFA, to the extent permitted under the Investment Company Act of 1940, as amended (the “1940 Act”)). The trading activities of BFA
and these Affiliates are carried out without reference to positions held directly or indirectly by the Funds and may result in BFA or an Affiliate having positions in certain
securities that are senior or junior to, or have interests different from or adverse to, the securities that are owned by the Funds.
Neither BlackRock nor any Affiliate is under any obligation to share any investment
opportunity, idea or strategy with the Funds. As a result, an Affiliate may compete with the Funds for appropriate investment opportunities. The results of the Funds' investment
activities, therefore, may differ from those of an Affiliate and of other accounts managed by BlackRock or an Affiliate, and it is possible that the Funds could sustain losses during periods in which one or more Affiliates and other accounts achieve profits on their trading for proprietary or other accounts. The opposite result is also possible.
In addition, the Funds may, from time to time, enter into transactions in which BFA or an Affiliate or its or their directors, officers, employees or clients have an adverse interest. Furthermore, transactions undertaken by clients advised or managed by BFA or its Affiliates may adversely impact the Funds. Transactions by one or more clients or by BFA or its Affiliates or their directors, officers or employees may have the
effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds.
The Funds' activities may be limited because of regulatory restrictions applicable to
BFA or one or more Affiliates and/or their internal policies designed to comply with such restrictions.
Under a securities lending program approved by the Board, each Fund has retained
BTC, an Affiliate of BFA, to serve as the securities lending agent for the Fund to the extent that the Fund participates in the securities lending program. For these
services, the securities lending agent will receive a fee from the Fund based on the returns earned on the Fund’s lending activities, including investment of the cash
received as collateral for the loaned securities. In addition, one or more Affiliates may be among the entities to which the Fund may lend its portfolio securities under the securities lending program.
Under an ETF Services Agreement, the Funds have retained BlackRock Investments, LLC (the “Distributor” or “BRIL”), an Affiliate of BFA, to perform certain order processing, Authorized Participant communications, and related services
in connection with the issuance and redemption of Creation Units of the Funds (“ETF Services”). BRIL will retain a portion
of the standard transaction fee received from Authorized Participants on each creation or redemption order from the Authorized Participant for the ETF Services provided.
BlackRock collaborated with, and received payment from, Citibank, on the design and development of the ETF Services platform. Citibank may have, or from time to time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.
It is also possible that, from time to time, BlackRock and/or its advisory clients
(including other funds and separately managed accounts) may, subject to compliance with applicable law, purchase and hold shares of the Funds. The price, availability, liquidity,
and (in some cases) expense ratio of the Funds may be impacted by purchases and sales of the Funds by BlackRock and/or its advisory clients.
The activities of BFA and its Affiliates and their respective directors, officers or
employees may give rise to other conflicts of interest that could disadvantage the Funds and their shareholders. BFA has adopted policies and procedures designed to address these
potential conflicts of interest. See the SAI for further information.
Shareholder Information
Additional shareholder information, including how to buy and sell shares of the Funds, is available free of charge by calling toll-free: 1-800-iShares (1-800-474-2737) or visiting our website at www.iShares.com.
Buying and Selling Shares. Shares of the Funds may be acquired or
redeemed directly from a Fund only in Creation Units or multiples thereof, as discussed in the Creations and Redemptions section of this Prospectus. Only an Authorized Participant may engage in
creation or redemption transactions directly with a Fund. Once created, shares of the Funds generally trade in the secondary market in amounts less than a Creation Unit.
19
Shares of each Fund are listed on a national
securities exchange for trading during the trading day. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. The Trust does
not impose any minimum investment for shares of a Fund purchased on an exchange or otherwise in the secondary market. The Funds' shares trade under the ticker symbols listed on
the front cover page of this Prospectus.
Buying or selling Fund shares on an exchange or other secondary market involves two types of costs that may apply to all securities transactions. When buying or selling shares of the Funds through a broker, you may incur a brokerage commission and other charges. The commission is frequently a fixed amount and may be a significant proportional cost for investors seeking to buy or sell small amounts of shares. In addition, you may incur the cost of the “spread,” that is, any difference between
the bid price and the ask price. The spread varies over time for shares of each Fund based on the Fund’s trading volume and market liquidity, and is generally lower if the
Fund has high trading volume and market liquidity, and higher if the Fund has little trading volume and market liquidity (which is often the case for funds that are newly launched or small in size). The Fund's spread may also be impacted by the liquidity or illiquidity of the underlying securities held by the Fund, particularly for newly launched or smaller funds or in instances of significant volatility of the underlying securities.
Each Fund does not impose restrictions on the frequency of purchases and redemptions of
Fund shares directly with the Fund. The Board determined not to adopt policies and procedures designed to prevent or monitor for frequent purchases and redemptions of Fund shares
because each Fund generally sells and redeems its shares directly through transactions that are in-kind and/or for cash, with a deadline for placing cash-related transactions no later than the close of the primary markets for the Fund’s portfolio securities. However, each Fund has taken certain measures (e.g.,
imposing transaction fees on purchases and redemptions of Creation Units and reserving the right to reject purchases of Creation Units under certain circumstances) to minimize
the potential consequences of frequent cash purchases and redemptions by Authorized Participants, such as increased tracking error, disruption of portfolio management, dilution
to the Fund, and/or increased transaction costs. Further, the vast majority of trading in Fund shares occurs on the secondary market, which does not involve each Fund directly, and such trading is unlikely to cause many of the harmful effects of frequent cash purchases or redemptions of Fund shares.
The national securities exchange on which each Fund's shares are listed is open for trading Monday through Friday and is closed on weekends and the following holidays (or the days on which they are observed): New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Each Fund’s primary listing exchange is NYSE Arca.
Section 12(d)(1) of the 1940 Act generally restricts investments by investment companies, including foreign and unregistered investment companies, in the securities of other investment companies. For example, a registered investment company (the
“Acquired Fund”), such as the Fund, may not knowingly sell or otherwise dispose of any security issued by the Acquired Fund to any
investment company (the “Acquiring Fund”) or any company or companies controlled by the Acquiring Fund if, immediately after such sale or disposition:
(i) more than 3% of the total outstanding voting stock of the Acquired Fund is owned by the Acquiring Fund and any company or companies controlled by the Acquiring Fund, or (ii) more than 10% of the total outstanding voting stock of the Acquired Fund is owned by the Acquiring Fund and other investment companies and companies controlled by them. Although SEC rules may permit registered investment companies and unit investment trusts (“Investing Funds”) that enter into an investment agreement with the Trust to invest in iShares funds beyond the limits set forth in Section 12(d)(1) of the 1940 Act subject to certain terms and conditions, the Fund does not permit such investments. Accordingly, Investing Funds must adhere to the limits
set forth in Section 12(d)(1) of the 1940 Act when investing in the Fund. In addition, foreign investment companies are permitted to invest in the Fund only up to the limits set forth in Section 12(d)(1), subject to any applicable SEC no-action relief.
Book Entry. Shares of the Funds are held in book-entry form, which means that no stock certificates are
issued. The Depository Trust Company (“DTC”) or its nominee is the record owner
of, and holds legal title to, all outstanding shares of each Fund.
Investors owning shares of the Funds are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Funds. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry or “street
name” form.
Share Prices. The trading prices of a Fund’s shares in the secondary market generally differ from the Fund’s daily NAV and are affected by market forces such as the supply of and demand for ETF shares and shares of underlying securities held by the Funds, economic conditions and other factors.
Determination of Net Asset Value. The NAV of each Fund normally is determined once daily Monday
through Friday, generally as of the close of regular trading hours of the New York Stock Exchange
(“NYSE”) (normally 4:00 p.m., Eastern time) on each day that the NYSE is open for trading, based on prices at the time of
closing, provided that any Fund assets or liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the prevailing market rates on the
date of valuation as quoted by one or more data service providers. The NAV of each Fund is calculated by dividing the value of the net assets of a Fund (i.e., the value of its total assets, which includes the values of the Underlying Fund shares in which the Fund invests, less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
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The value of the securities and other assets
and liabilities held by each Fund is determined pursuant to BFA’s valuation policies and procedures. BFA has been designated by the Board as the valuation designee for the
Fund pursuant to Rule 2a-5 under the 1940 Act.
Equity securities and other
equity instruments for which market quotations are readily available are valued at market value, which is generally determined using the last reported official closing price or,
if a reported closing price is not available, the last traded price on the exchange or market on which the security or instrument is primarily traded at the time of valuation.
Shares of underlying open-end funds (including money market funds) are valued at net asset value. Shares of underlying exchange-traded closed-end funds or other ETFs are valued
at their most recent closing price.
Generally, trading in non-U.S. securities and money market instruments is substantially completed each day at various times prior to the close of regular trading hours of the NYSE. The values of such securities used in computing the NAV of the Funds are determined as of such times.
When market quotations are not readily available or are believed by BFA to be unreliable, BFA will fair value a Fund’s investments in accordance with its policies and procedures. BFA may conclude that a market quotation is not readily available or is unreliable if a security or other asset or liability does not have a price source due to its lack of trading or other reasons, if a market quotation differs significantly from recent price quotations or otherwise no longer appears to reflect fair value, where the security or other asset or liability is thinly traded, when there is a significant event subsequent to the most recent market quotation, or if the trading market on which a security is listed is suspended or closed and no appropriate alternative trading market is available. A “significant
event” is deemed to occur if
BFA determines, in its reasonable business judgment prior to or at the time of pricing a Fund’s assets or liabilities, that the event is likely to cause a material change to the last exchange closing price or closing market price of one or more assets held by, or liabilities of, a Fund.
Fair value represents a good faith approximation of the value of an asset or liability.
The fair value of an asset or liability held by a Fund is the amount the Fund might reasonably expect to receive from the current sale of that asset or the cost to extinguish
that liability in an arm’s-length transaction. Valuing a Fund’s investments using fair value pricing will result in prices that may differ from current market
valuations and that may not be the prices at which those investments could have been sold during the period in which the particular fair values were used.
Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at
least once a year by each Fund. Each Fund generally distributes its net capital gains, if any, to shareholders annually. Distributions of net realized securities gains, if any,
generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for each Fund. The Trust reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a RIC or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends and other distributions on shares of each Fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received from a Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Trust.
Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a Fund for reinvestment of their dividend distributions.
Beneficial owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require beneficial owners to adhere to specific procedures and timetables. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares of a Fund purchased in the secondary market.
Note on Tax Information. The following sections summarize some of the consequences under current U.S. federal tax law of an investment in the Fund. It is not a substitute for personal tax advice. You may also be subject to state and local taxation on Fund distributions and sales of shares. Certain states and localities may exempt from tax distributions attributable to interest from U.S. federal government obligations. Consult your personal tax advisor about the potential tax consequences of an investment in shares of the Fund under all applicable tax laws.
Taxes. As with any investment, you should consider how your investment in shares of the Funds will be taxed. The tax information in this Prospectus is provided as general information, based on current law. You should consult your own tax professional about the tax consequences of an investment in shares of the Funds.
Unless your investment in Fund shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA, in which case your distributions generally will be taxable when withdrawn, you need to be aware of the possible tax consequences when a Fund makes distributions or you sell Fund shares.
Taxes on Distributions.
Distributions from a Fund’s net investment income (other than qualified
dividend income), including distributions of income from securities lending and distributions out of a Fund’s net short-term capital gains, if any, are taxable to you as ordinary income. Distributions by a Fund of net long-term capital gains, if any, in excess of net short-term capital losses (capital gain dividends) are taxable to you as long-term capital gains, regardless of how long you have held a Fund’s shares. Distributions by a Fund that qualify as qualified dividend income are taxable to you at long-term capital gain rates. Long-term capital gains and qualified dividend income are generally eligible for taxation at a maximum rate of 15% or 20% for non-corporate shareholders, depending on whether their income exceeds certain threshold amounts. In addition, a 3.8% U.S.
federal Medicare contribution tax is imposed on “net investment income,” including, but not
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limited to, interest, dividends, and net gain,
of U.S. individuals with income exceeding $200,000 (or $250,000 if married and filing jointly) and of estates and trusts.
Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by a Fund. Generally, qualified dividend income includes dividend income from taxable U.S. corporations and qualified non-U.S. corporations,
provided that a Fund satisfies certain holding period requirements in respect of the stock of such corporations and has not hedged its position in the stock in certain ways.
Substitute dividends received by a Fund with respect to dividends paid on securities lent out will not be qualified dividend income. For this purpose, a qualified non-U.S. corporation means any non-U.S. corporation that is eligible for benefits under a comprehensive income tax treaty with the U.S., which includes an exchange of information program, or if the stock with respect to which the dividend was paid is readily tradable on an established U.S. securities market. The term excludes a corporation that is a passive foreign investment company.
Dividends received by a Fund from a RIC generally are qualified dividend income only to
the extent such dividend distributions are made out of qualified dividend income received by such RIC. The Funds do not expect that a significant portion of their distributions
will consist of qualified dividend income or be eligible for the dividends received deduction. Additionally, it is expected that dividends received by a Fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income. However, for tax years beginning after December 31, 2017 and before January 1, 2026, the Fund may report dividends eligible for a 20%
“qualified business
income”
deduction for non-corporate U.S. shareholders to the extent the Fund’s income is derived from ordinary REIT dividends, reduced by allocable Fund expenses.
For a dividend to be treated as qualified dividend income, the dividend must be received with respect to a share of stock held without being hedged by a Fund, and with respect to a share of a Fund held without being hedged by you, for 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date.
In general, your distributions are subject to U.S. federal income tax for the year when they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year.
Short term capital gains earned by an Underlying Fund will be ordinary income when distributed to the Fund and will not be offset by the Fund's capital losses. Because each Fund is expected to invest in its respective Underlying Funds, each Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales”. Capital loss
carryforwards of an Underlying Fund, if any, would not offset net capital gains of the Fund.
If a Fund’s distributions exceed current and accumulated earnings and profits,
all or a portion of the distributions made in the taxable year may be recharacterized as a return of capital to shareholders. Distributions in excess of a Fund’s minimum
distribution requirements, but not in excess of a Fund’s earnings and profits, will be taxable to shareholders and will not constitute nontaxable returns of capital. A
return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or lower capital loss when those shares on which the distribution was received are sold. Once a shareholder's cost basis is reduced to zero, further distributions will be treated as capital gain, if the shareholder holds shares of a Fund as capital assets.
Dividends, interest and capital gains earned by an Underlying Fund with respect to
securities issued by non-U.S. issuers may give rise to withholding and other taxes imposed by non-U.S. countries. Tax conventions between certain countries and the U.S. may
reduce or eliminate such taxes. If more than 50% of the total assets of an Underlying Fund at the close of a year consists of non-U.S. stocks or securities (generally, for this purpose, depositary receipts, no matter where traded, of non-U.S. companies are treated as
“non-U.S.”) (and 50% of the total assets of a Fund at the close of the year consists of foreign securities, or, at the close
of each quarter, shares of Underlying Funds), a Fund may “pass through” to you certain non-U.S.
income taxes (including withholding taxes) paid by the Fund or an Underlying Fund.
For purposes of foreign tax credits for U.S. shareholders of each Fund, foreign capital gains taxes may not produce associated foreign source income, thereby limiting a U.S. person’s ability to use such credits.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. corporation (other than a pass-through entity to the extent owned by U.S. persons), a Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies, provided that withholding tax will generally not apply to any gain or income realized by a non-U.S. shareholder in respect of any distributions of long-term capital gains or upon the sale or other disposition of shares of a Fund.
Separately, a 30% withholding tax is currently imposed on U.S.-source dividends, interest and other income items paid to (i) foreign financial institutions, including non-U.S.
investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail
to provide the required information, and determine certain other information concerning their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with
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similar account holder information. Other
foreign entities may need to report the name, address, and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial U.S.
ownership unless certain exceptions apply.
If your Fund shares are loaned
out pursuant to a securities lending arrangement, you may lose the ability to treat Fund dividends paid while the shares are held by the borrower as qualified dividend income. In
addition, you may lose the ability to use foreign tax credits passed through by the Fund if your Fund shares are loaned out pursuant to a securities lending
agreement.
If you are a resident or a citizen of the U.S., by law,
backup withholding at a 24% rate will apply to your distributions and proceeds if you have not provided a taxpayer identification number or social security number and
made other required certifications.
Taxes When
Shares Are Sold. Currently, any capital gain or loss realized upon a sale of Fund shares is generally treated as a long-term gain or loss if the shares have been held for more than one year. Any capital gain or loss realized upon a sale of Fund shares held for one year or less is generally treated as short-term gain or loss, except that any capital loss on the sale of shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such shares. Any such capital gains, including from sales of Fund shares or from capital gain dividends, are included in “net investment income” for purposes of the
3.8% U.S. federal Medicare contribution tax mentioned above.
Treatment of the FLEX Options. A Fund’s investments in
offsetting positions with respect to the Underlying ETF may be “straddles” for U.S. federal income tax purposes. The
straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by a Fund on positions that are part of a straddle may be deferred under the
straddle rules, rather than being taken into account in calculating taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges
(including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that a Fund may make with
respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
The tax consequences of straddle transactions to a Fund are not entirely clear in all
situations under currently available authority. The straddle rules may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when
distributed to U.S. shareholders in a non-liquidating distribution. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, if a Fund makes a non-liquidating distribution of its short-term capital gain, the amount which U.S. shareholders must treat as ordinary income may be increased or decreased substantially as compared to a Fund that did not engage in such transactions.
The FLEX Options included in the portfolio are exchange-traded options. Under Section 1256 of the Internal Revenue Code, certain types of exchange-traded options are treated as if they were sold (i.e., “marked to market”) at the end of each year.
The Funds do not believe that the positions held by the Funds will be subject to Section 1256, which means that the positions will not be marked to market, but the positions
will be subject to the straddle rules.
The foregoing discussion summarizes some of the consequences under current U.S. federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. You may also be subject to state and local taxation on Fund distributions and sales of shares. Consult your personal tax advisor about the potential tax consequences of an investment in shares of a Fund under all applicable tax laws.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Funds are “created” at NAV by market makers, large
investors and institutions only in block size Creation Units or multiples thereof. Each “creator” or authorized participant (an
“Authorized Participant”) has entered into an agreement with the Funds’ Distributor. An Authorized Participant is a member or
participant of a clearing agency registered with the SEC, which has a written agreement with each Fund or one of its service providers that allows such member or participant to place orders for the purchase and redemption of Creation Units.
A creation transaction, which is subject to acceptance by the Distributor and a Fund, generally takes place when an Authorized Participant deposits into the Fund a designated portfolio of securities, assets or other positions (a “creation basket”), and an amount of cash
(including any cash representing the value of substituted securities, assets or other positions), if any, which together approximate the holdings of the Fund in exchange for a specified number of Creation Units. Similarly, shares can be redeemed only in Creation Units, generally for a designated portfolio of securities, assets or other positions (a “redemption basket”) held by the Fund and an
amount of cash (including any portion of such securities for which cash may be substituted). Each Fund generally offers Creation Units partially for cash, but may, in certain
circumstances, offer Creation Units solely for cash or solely in-kind. Except when aggregated in Creation Units, shares are not redeemable by a Fund. Creation and redemption baskets may differ and a Fund will accept “custom baskets.” More information regarding
custom baskets is contained in the Funds’ SAI.
The prices at which creations and redemptions occur are based on the next calculation of NAV after a creation or redemption order is received in an acceptable form under the authorized participant agreement.
Only an Authorized Participant may create or redeem Creation Units with a Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of a Fund.
In the event of a system failure or other interruption, including disruptions at market makers or Authorized Participants, orders to purchase or redeem Creation Units either may not be executed according to a Fund’s instructions or may not be executed at all, or the Fund may not be able to place or change orders.
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To the extent a Fund engages in in-kind
transactions, the Fund intends to comply with the U.S. federal securities laws in accepting securities for deposit and satisfying redemptions with redemption securities by, among
other means, assuring that any securities accepted for deposit and any securities used to satisfy redemption requests will be sold in transactions that would be exempt from
registration under the 1933 Act. Further, an Authorized Participant that is not a “qualified institutional buyer,” as such
term is defined in Rule 144A under the 1933 Act, will not be able to receive restricted securities eligible for resale under Rule 144A.
Creations and redemptions must be made through a firm that is either a member of the
Continuous Net Settlement System of the National Securities Clearing Corporation or a DTC participant that has executed an agreement with the Distributor with respect to
creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt of creation and redemption orders) is included in the Funds’ SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of a Fund a “distribution,” as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory
underwriters subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers who are not “underwriters” but are participating in a
distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery
exemption provided by Section 4(a)(3) of the 1933 Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is
available only with respect to transactions on a national securities exchange.
Householding. Householding is an option available to certain Fund
investors. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to
investors who share the same address, even if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in householding and wish to change your householding status.
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Distribution
The Distributor or its agent distributes Creation Units for each Fund on an agency
basis. The Distributor does not maintain a secondary market in shares of the Funds. The Distributor has no role in determining the policies of any Fund or the securities that are
purchased or sold by any Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY10001.
BFA or its affiliates make payments to broker-dealers, registered investment advisers,
banks or other intermediaries (together, “intermediaries”) related to marketing activities and presentations, educational training programs, conferences, the development
of technology platforms and reporting systems, data provision services, or their making shares of the Funds and certain other iShares funds available to their customers generally and in certain investment programs. Such payments, which may be significant to the intermediary, are not made by the Funds. Rather, such payments are made by BFA or its affiliates from their own resources, which come directly or indirectly in part from fees paid by the iShares funds complex. Payments of this type are sometimes referred to as revenue-sharing payments. A financial intermediary may make decisions about which investment options it recommends or makes available, or the level of services provided, to its customers based on the payments or other financial incentives it is eligible to receive. Therefore, such payments or other financial incentives
offered or made to an intermediary create conflicts of interest between the intermediary and its customers and may cause the intermediary to recommend the Funds or other iShares funds over another investment. More information regarding these payments is contained in the Funds' SAI. Please contact your salesperson or other investment professional for more information
regarding any such payments his or her firm may receive from BFA or its affiliates.
Financial Highlights
Financial highlights for the Funds are not available because, as of the effective date
of this Prospectus, the Funds have not commenced operations and therefore have no financial highlights to report.
Information on the Funds' net asset value, market price, premiums and discounts, and
bid-ask spreads can be found at www.iShares.com. Copies of the Prospectus, SAI, shareholder reports and other
information, as applicable and when available, can be found on our website at www.iShares.com. For more information about the Funds, you may request a copy of the SAI. The SAI
provides detailed information about the Funds and is incorporated by reference into this Prospectus. This means that the SAI, for legal purposes, is a part of this Prospectus.
Additional information about each Fund's investments is, or will be, available in the Fund's Annual and Semi-Annual Reports to
shareholders. In the Fund's Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during the last fiscal year.
If you have any questions about the Trust or shares of the Funds or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Reports and other information about the Funds are available on the EDGAR database on the SEC's website at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
No person is authorized to give any information or to make any representations about each
Fund and its shares not contained in this Prospectus and you should not rely
on any other information. Read and keep this Prospectus for future reference.
The information in this Statement
of Additional Information is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange
Commission. The securities described herein may not be sold until the registration statement becomes effective. This Statement of Additional Information is not an offer to sell or the solicitation of an offer to buy securities and is not offering or soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.
iShares® Trust
Statement of Additional Information
Dated ________,
2024
This combined Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the current prospectuses (each, a “Prospectus” and collectively, the “Prospectus”) for the following series of iShares Trust (the
“Trust”):
Fund
Ticker
Listing Exchange
iShares Large Cap Max Buffer Mar ETF
____
____
iShares Large Cap Max Buffer Jun ETF
____
____
iShares Large Cap Max Buffer Sep ETF
____
____
iShares Large Cap Max Buffer Dec ETF
____
____
The Prospectus for the above-listed funds (each, a
“Fund” and together, the “Funds”) is dated _______, 2024, as amended and
supplemented from time to time. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of each Fund's
Prospectus may be obtained without charge by writing to the Trust's distributor, BlackRock Investments, LLC (the
“Distributor” or “BRIL”), 1 University Square Drive, Princeton, NJ08540, calling 1-800-iShares (1-800-474-2737) or visiting www.iShares.com. Each Fund's Prospectus is incorporated by reference into this SAI.
References to the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940 Act”), or other applicable law, will include any
rules promulgated thereunder and any guidance, interpretations or modifications by the Securities and Exchange Commission (the “SEC”), SEC staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no action or
other relief or permission from the SEC, SEC staff or other authority.
iShares® and BlackRock® are
registered trademarks of BFA and its affiliates.
The Trust currently consists of more than ____ investment series or
portfolios. The Trust was organized as a Delaware statutory trust on December 16, 1999 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is
registered under the Securities Act of 1933, as amended (the “1933 Act”). This SAI relates to the following
Funds:
•
iShares Large Cap Max Buffer Mar ETF
•
iShares Large Cap
Max Buffer Jun ETF
•
iShares Large Cap Max Buffer Sep ETF
•
iShares Large Cap
Max Buffer Dec ETF
The iShares Large Cap Max Buffer Mar ETF seeks to track the share price return of the iShares Core S&P 500 ETF (the “Underlying ETF” or “Underlying Fund”) up to an approximate upside limit, while seeking to maximize the downside protection against price declines of the Underlying Fund over an approximate 12-month period beginning at the end of each
March.
The iShares Large Cap Max Buffer Jun ETF seeks to track the share price return of the Underlying Fund up to an approximate upside limit, while seeking to maximize the downside protection against price declines of the Underlying Fund over an
approximate 12-month period beginning at the end of each June.
The iShares Large Cap Max Buffer Sep ETF seeks to track the share price return of the Underlying Fund up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying Fund over an approximate 12-month period beginning at the end of each September.
The iShares Large Cap Max Buffer Dec ETF seeks to track the share price return of the Underlying Fund up to an approximate
upside limit, while seeking to maximize the downside protection against price declines of the Underlying Fund over an approximate 12-month period beginning at the end of each December.
BlackRock Fund Advisors (“BFA”) serves as investment adviser to the Funds, and BFA or its affiliates serves as investment adviser to the Underlying Fund.
Each Fund offers and issues shares at its net asset value per share (“NAV”) only in aggregations of a specified number
of shares (each, a “Creation
Unit”), generally in exchange for a designated portfolio of securities (including any portion of such
securities for which cash may be substituted) (the “Deposit Securities” or “Creation Basket”), together with the deposit of a specified cash payment (the “Cash Component”). Shares of each Fund are listed for trading on the ____________ (“the “Listing Exchange”), a national securities exchange. Shares of each Fund are traded in the secondary market and elsewhere at market prices
that may be at, above or below the Fund’s NAV. Shares are redeemable only in Creation Units, and, generally, in exchange for portfolio securities and a Cash Amount (as
defined in the Redemption of Creation Units section of this SAI). Creation Units typically are a specified number of shares, generally _________ or multiples thereof.
The Trust reserves the right to permit or require that creations and redemptions of
shares are effected fully or partially in cash and reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. Shares may be issued in advance of receipt of Deposit Securities, subject to various conditions, including a requirement that the Authorized
Participant maintain with the Trust collateral as set forth in the handbook for Authorized Participants. The Trust may use such collateral at any time to purchase Deposit Securities. See the Creation and Redemption of Creation Units section of this
SAI. Transaction fees and other costs associated with creations or redemptions that include a cash portion may be higher than the transaction fees and other costs associated with in-kind creations or redemptions. In all cases, conditions with
respect to creations and redemptions of shares and fees will be limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies offering redeemable securities.
1
Exchange Listing and Trading
A
discussion of exchange listing and trading matters associated with an investment in each Fund is contained in the Shareholder Information section of each Fund's Prospectus. The discussion below supplements, and should be read in conjunction with, that section
of the Prospectus.
Shares of each Fund are listed for trading, and trade
throughout the day, on the Listing Exchange and in other secondary markets. Shares of the Funds may also be listed on certain non-U.S. exchanges. There can be no assurance that the
requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met. The Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i) following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record and/or
beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11 under the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event shall
occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing Exchange inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of the Fund.
As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a brokerage commission determined by that broker, as well as other charges.
The Trust reserves the right to adjust the share price of the Funds in the future to maintain convenient trading ranges for
investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Funds or an investor's equity interest in the Funds.
Investment Strategies and Risks of the Funds
iShares Large Cap Max Buffer Mar ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an
approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80%
of its net assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide for the upside limit on gains or the downside protection against
the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy,
“large capitalization
companies” are those within the
range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index exchange-traded options
contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other
listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The Fund
intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically
seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the S&P 500 Index (the “Underlying ETF’s Index”), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to
2
that of an applicable underlying index. The
securities selected are expected to have, in aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental
characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk
may be heightened during times of increased market volatility or other unusual market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available
on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying ETF are
listed on NYSE Arca, Inc.
An options contract is an agreement between a buyer
and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call
option, the Fund pays a premium and receives the right, but not the obligation, to purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a
premium and receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms such
as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every
buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the
expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is
affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of
each annual period or “Hedge
Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the
Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money
relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that
Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge
Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying ETF’s Index and seek to enter into the
combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call
which may potentially give up more sizable returns to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the
Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike
3
price that is very low (approximately 1% or less)
relative to the Underlying ETF’s share price on the day of purchase (a “zero strike call”); purchase one or more other ETFs
that seek to track the Underlying ETF’s Index; purchase equity securities (e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price
return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities
(other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to
taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares
of the Fund.
The Approximate Buffer that the Fund typically seeks to
provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing
the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When
the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period
is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer,
the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an
Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying
ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and
the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing in the Fund.
In
periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower
than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will
file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to
the Approximate Buffer and Approximate Cap, will be available on the Fund’s website,
www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).
iShares Large Cap Max Buffer Jun ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its net
assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide for
the upside limit on gains or the downside protection against
4
the losses of securities of large capitalization
companies. For purposes of the Fund’s 80% policy, “large capitalization companies” are those within the range of
capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index exchange-traded options
contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other
listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The Fund
intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically
seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics
(based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or
may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk
may be heightened during times of increased market volatility or other unusual market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available
on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying ETF are
listed on NYSE Arca, Inc.
An options contract is an agreement between a
buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call
option, the Fund pays a premium and receives the right, but not the obligation, to purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a
premium and receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms such
as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every
buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the
expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is
affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of
5
each annual period or “Hedge Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be
indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying
ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the
Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that
Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge
Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying ETF’s Index and seek to enter into the
combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call
which may potentially give up more sizable returns to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the
Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a
“zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities
(e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put
options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies
held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to
taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares
of the Fund.
The Approximate Buffer that the Fund typically seeks to
provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing
the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When
the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period
is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer,
the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an
Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying
ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in
6
the Underlying ETF’s share price before it
reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and the Fund’s position relative to each, which are typically available on iShares.com daily, should
be considered before investing in the Fund.
In periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the
Approximate Cap and downside protection significantly lower than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to
the Approximate Buffer and Approximate Cap, will be available on the Fund’s website,
www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).
iShares Large Cap Max Buffer Sep ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its net
assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide for
the upside limit on gains or the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index exchange-traded options
contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other
listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The Fund
intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically
seeks to provide against approximately 100% of Underlying ETF losses for each applicable Hedge Period, the Fund will reduce the Approximate Buffer below 100% to provide an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC
(“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics
(based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or
may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk
may be heightened during times of increased market volatility or other unusual market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available
on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying ETF are
listed on NYSE Arca, Inc.
An options contract is an agreement between a
buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call
option,
7
the Fund pays a premium and receives the right,
but not the obligation, to purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the
Fund pays a premium and receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms such as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every
buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the
expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is
affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of
each annual period or “Hedge
Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the
Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money
relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying ETF above the strike price. The Approximate Cap for each Hedge Period is based on the strike price of the capped call for that
Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge
Period.
The Fund will typically buy Underlying ETF shares and futures on the Underlying ETF’s Index and seek to enter into the
combination of options transactions described above if there are any inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money call
which may potentially give up more sizable returns to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying ETF shares and futures on the
Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a
“zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities
(e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put
options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies
held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to
taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management
8
fee of [__]% of the Fund’s average daily net
assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs
associated with purchasing shares of the Fund.
The Approximate Buffer that the Fund typically seeks to provide is against approximately 100% of Underlying ETF losses for
the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the
Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period is [__]%. While the Fund typically seeks to provide against
approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer, the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if
interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an Approximate Cap of less than 2%, the Fund would decrease the
protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only
apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares
after the beginning of a Hedge Period, or sells Fund shares before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and
may be exposed to greater risk of loss. For example, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and
the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing in the Fund.
In
periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower
than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will
file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s Approximate Cap (net of the unitary management fee) for the current Hedge Period, along with Fund’s position relative to
the Approximate Buffer and Approximate Cap, will be available on the Fund’s website,
www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).
iShares Large Cap Max Buffer Dec ETF
The Fund seeks to provide exposure to the share price return of the Underlying ETF up to an approximate upside limit (the “Approximate Cap”), while seeking to maximize the downside protection against Underlying ETF losses (the “Approximate Buffer”) over each annual Hedge Period (as defined below). Under normal market conditions, the Fund invests at least 80% of its net
assets (plus any borrowings for investment purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide for
the upside limit on gains or the downside protection against the losses of securities of large capitalization companies. For purposes of the Fund’s 80% policy, “large capitalization companies” are those within the range of capitalization of the Underlying ETF’s underlying index.
The Fund principally buys shares of the Underlying ETF and customized put options thereon and sells call options that reference the Underlying ETF. The options in which the Fund transacts (typically, equity or index exchange-traded options
contracts) are referred to generally as Flexible Exchange Options (“FLEX Options”). The Fund may transact in other
listed options that reference the price performance of the Underlying ETF, the Underlying ETF’s underlying index, or other exchange-traded funds (“ETFs”) that track the Underlying ETF’s underlying index (collectively, “exchange-traded options”).
The Fund
intends to maximize protection against loss through the Approximate Buffer while establishing a 2% minimum Approximate Cap as further described below. While the Fund typically
seeks to provide against approximately 100% of
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Underlying ETF losses for each applicable Hedge
Period, the Fund will reduce the Approximate Buffer below 100% to provide an Approximate Cap of at least 2% during each Hedge Period.
The Underlying ETF is an ETF that seeks to track the investment results of the Underlying
ETF’s Index, which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by S&P Dow Jones Indices, LLC (“SPDJI”). The securities in the Underlying ETF’s Index are weighted based on the float-adjusted market value of their
outstanding shares. The Underlying ETF’s Index consists of securities from a broad range of industries. The components of the Underlying ETF’s Index are likely to change over time. BFA is the investment adviser to the Underlying ETF and receives a management fee from the Underlying ETF.
The Underlying ETF is managed using a representative sampling indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to that of an applicable underlying index. The securities selected are expected to have, in aggregate, investment characteristics
(based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of an applicable underlying index. The Underlying ETF may or
may not hold all of the securities in the Underlying ETF’s Index. Representative sampling may subject the Underlying ETF to “tracking error”, which is the divergence of the Underlying ETF’s performance from that of the Underlying ETF’s Index. This risk
may be heightened during times of increased market volatility or other unusual market conditions. The prospectus and other reports of the Underlying ETF (Ticker: IVV) are available
on the Securities and Exchange Commission’s website at www.sec.gov. Shares of the Underlying ETF are
listed on NYSE Arca, Inc.
An options contract is an agreement between a
buyer and seller that gives the purchaser of the option the right but not the obligation to buy (in the case of a call option) or sell (in the case of a put option) a particular
financial instrument at a specified future date for an agreed upon price (commonly known as the “strike price”). If the Fund purchases a call
option, the Fund pays a premium and receives the right, but not the obligation, to purchase shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund purchases a put option, the Fund pays a
premium and receives the right, but not the obligation, to sell shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. When the Fund writes (sells) a call option, the Fund receives a premium and gives the
purchaser of the option the right to purchase from the Fund shares of the Underlying ETF or other reference asset at a strike price by or on the expiration date. If the Fund writes (sells) a put option, the Fund receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying ETF or other reference asset at a strike price by or on expiration date.
FLEX Options provide investors with the ability to customize key option contract terms such
as strike price, style and expiration date, while avoiding the counterparty risk exposure of over-the-counter derivatives. Like traditional exchange-traded options, FLEX Options are guaranteed for settlement by the Options Clearing Corporation (the “OCC”), a market clearinghouse that guarantees performance by counterparties to certain derivatives contracts by becoming the “buyer for every seller and the seller for every
buyer”. The OCC may make adjustments to FLEX Options for certain significant events. The FLEX Options in which the Fund invests are European style, which are exercisable at the strike price only on the
expiration date. The FLEX Options traded by the Fund are listed on an exchange, including the Chicago Board Options Exchange (“CBOE”).
Options positions are marked to market daily by the Fund. The value of the FLEX Options in which the Fund invests is
affected by changes in the value and dividend rates of the securities held by the Underlying ETF, changes in interest rates, changes in the actual or perceived volatility of the Underlying ETF’s Index and the remaining time to such options’ expiration, as well as trading conditions in the options market. The Fund will typically trade options that expire at or around the end of
each annual period or “Hedge
Period” ([________________________________]), subject to the annual rebalancing process described below. The Fund will be indefinitely offered and is not intended to terminate after one or more Hedge Periods.
For each Hedge Period, the Fund obtains exposure to the share price return of the Underlying ETF by purchasing shares of the Underlying ETF and futures that reference the price performance of the Underlying ETF’s Index, and creates the
Approximate Buffer and Approximate Cap by trading a combination of put and call exchange-traded options. Specifically, the Fund typically creates the Approximate Buffer by buying a put option with the strike price approximately at-the-money
relative to the Underlying ETF’s share price. The Fund simultaneously writes a call option with a higher strike price relative to the Underlying ETF’s share price to collect a premium that it uses to offset the premium paid to buy the put option. The call subjects the Fund to the Approximate Cap as it limits the Fund’s ability to realize any increase in the value of the Underlying
10
ETF above the strike price. The Approximate Cap
for each Hedge Period is based on the strike price of the capped call for that Hedge Period. The strike prices for the capped calls will change for each Hedge Period depending on
the prevailing market conditions and the cost of the put option for that Hedge Period, resulting in a different Approximate Cap for each Hedge Period.
The Fund will
typically buy Underlying ETF shares and futures on the Underlying ETF’s Index and seek to enter into the combination of options transactions described above if there are any
inflows, or creation transactions, during a Hedge Period. This will occur even in circumstances where the Fund would receive a negligible premium for writing an out-of-the-money
call which may potentially give up more sizable returns to the extent that the option later becomes in the money.
In order to obtain economic exposure to the Underlying ETF, in lieu of purchasing Underlying
ETF shares and futures on the Underlying ETF’s Index for a Hedge Period, the Fund may instead, among other things: purchase call options with a strike price that is very low (approximately 1% or less) relative to the Underlying ETF’s share price on the day of purchase (a
“zero strike call”); purchase one or more other ETFs that seek to track the Underlying ETF’s Index; purchase equity securities
(e.g., component securities of the Underlying ETF’s Index) in seeking to track the share price return of the Underlying ETF; or invest in U.S. treasuries, money market funds and/or other cash equivalents and purchase or sell a combination of call and put
options that seek to synthesize the economic characteristics of the Underlying ETF. If the Fund invests in equity securities (other than the Underlying ETF), the Fund’s equity security investments will be primarily in common stocks of companies
held by the Underlying ETF that BFA believes will provide a risk/ return profile similar to that of the Underlying ETF.
For the current Hedge Period of [_________________], the Approximate Cap is [__]% prior to
taking into account any fees or expenses charged to or transaction costs incurred by the Fund or Underlying ETF. When the Fund’s annualized management fee of [__]% of the Fund’s average daily net assets is taken into account, the Approximate Cap for the current Hedge Period is reduced to [__]%. The returns that the Fund seeks to provide also do not include the costs associated with purchasing shares
of the Fund.
The Approximate Buffer that the Fund typically seeks to
provide is against approximately 100% of Underlying ETF losses for the applicable Hedge Period; however, there is no guarantee that the Approximate Buffer will succeed in providing
the intended protection. The Approximate Buffer is provided prior to taking into account any fees or expenses charged to the Fund. These fees and any expenses will reduce the Approximate Buffer amount for Fund shareholders for a Hedge Period. When
the Fund’s annual management fee equal to [__]% of the Fund’s daily net assets is taken into account for a Hedge Period, the net Approximate Buffer for the Hedge Period
is [__]%. While the Fund typically seeks to provide against approximately 100% of Underlying ETF losses for the applicable Hedge Period and will maximize the Approximate Buffer,
the Fund will reduce the Approximate Buffer, including below 100%, to provide an Approximate Cap of at least 2%. For example, if interest rates are low enough that providing against approximately 100% of Underlying ETF losses would result in an
Approximate Cap of less than 2%, the Fund would decrease the protection such that the Approximate Cap is at least 2%. Information on the Approximate Cap and Approximate Buffer will be provided shortly before each Hedge Period.
The Approximate Buffer and Approximate Cap for a Hedge Period only apply to Fund shares held over the entire Hedge Period. An investor that purchases Fund shares after the beginning of a Hedge Period, or sells Fund shares
before the end a Hedge Period, may not fully realize the Approximate Buffer or Approximate Cap for the Hedge Period and may be exposed to greater risk of loss. For example, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying
ETF’s share price has increased from its price at the beginning of the Hedge Period, the investor’s upside limit may be lower than the Approximate Cap and the investor may experience losses prior to reaching the downside protection offered by the
Approximate Buffer. Conversely, if an investor purchases Fund shares during a Hedge Period at a time when the Underlying ETF’s share price has decreased from its price at the beginning of the Hedge Period, the Fund may require a larger increase in the Underlying ETF’s share price before it reaches the Approximate Cap. The Approximate Cap and Approximate Buffer, and
the Fund’s position relative to each, which are typically available on iShares.com daily, should be considered before investing in the Fund.
In
periods of extreme market volatility, the Fund’s return may be subject to an upside limit significantly below the Approximate Cap and downside protection significantly lower
than the Approximate Buffer. An investor may lose their entire investment and an investment in the Fund is only appropriate for investors willing to bear those losses.
Following the close of business on the last day of each Hedge Period, the Fund will
file a prospectus supplement that discloses the Fund’s Approximate Cap (gross and net of the unitary management fee) for the next Hedge Period. The Fund’s
11
Approximate Cap (net of the unitary management
fee) for the current Hedge Period, along with Fund’s position relative to the Approximate Buffer and Approximate Cap, will be available on the Fund’s website, www.iShares.com.
The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).
Additional Information Regarding FLEX Options. FLEX Options are customized option contracts available through national securities exchanges that are guaranteed for settlement by the OCC. FLEX Options are listed on a U.S. national securities
exchange. FLEX Options provide investors with the ability to customize assets referenced by the options, exercise prices, exercise styles (i.e., American- style, exercisable any time prior to the expiration date, or European-style, exercisable only on the option expiration date) and expiration dates, while achieving price discovery in competitive, transparent auctions markets
and avoiding the counterparty exposure of over-the-counter (“OTC”) options positions. Each option contract
entitles the holder thereof to purchase (for the call options) or sell (for the put options) shares of the reference asset at the strike price. Each Fund’s portfolio includes several types of FLEX Options, including both purchased and written put and call options (as further described below). The FLEX Options are all European style options, which means that they are exercisable at a
predetermined specified price (the
“strike price”) only on the FLEX Option’s expiration date.
The OCC guarantees performance by each of the counterparties to the FLEX Options, becoming the “buyer for every seller and the seller for every
buyer”, reducing counterparty risk for clearing members and options traders. Although guaranteed for settlement by the OCC, FLEX Options are still subject to counterparty risk with the OCC and subject to the risk that the
OCC may fail to perform the settlement of the FLEX Options due to bankruptcy or other adverse reasons. Each Fund bears the risk that the OCC will be unable or unwilling to perform its obligations under the FLEX Options contracts.
Subject to determination by the Securities Committee of the OCC, adjustments may be made to
the FLEX Options for certain events (collectively, “Corporate Actions”) specified in the OCC’s
by-laws and rules: certain stock dividends or distributions, stock splits, reverse stock splits, rights offerings, distributions, reorganizations, recapitalizations, or
reclassifications with respect to an underlying security, or a merger, consolidation, dissolution or liquidation of the issuer of the underlying security. According to the OCC’s by-laws, the nature and extent of any such adjustment is to be determined by the OCC’s Securities Committee, in light of the circumstances known to it at the time such determination is made, based on its judgment as to
what is appropriate for the protection of investors and the public interest, taking into account such factors as fairness to holders and writers (or purchasers and sellers) of the affected options, the maintenance of a fair and orderly market in the
affected options, consistency of interpretation and practice, efficiency of exercise settlement procedures, and the coordination with other clearing agencies of the clearance and settlement of transactions in the underlying interest.
Certain Considerations Regarding Options. The FLEX Options in which each Fund invests will be options on an ETF or the S&P 500 Index (together with such ETF, a
“Reference Asset”) or the S&P 500 Index. As such, the value of a Fund’s FLEX Options will fluctuate with changes in the value of
the securities held by the ETF, and thus the ETF’s share price. In addition to the value of the ETF, the value of an option, in general, will reflect, among other things, the
time remaining until expiration (the end of the Outcome Period), the relationship of the exercise price to the market price of the Reference Asset, and general market conditions. Options that expire unexercised have no value.
Each of the options exchanges has established limitations governing the maximum number of call or put options on the same
asset that may be bought or written by a single investor, whether acting alone or in concert with others (regardless of whether such options are written on the same or different
exchanges or are held or written on one or more accounts or through one or more brokers). Under these limitations, option positions of all investment companies advised by BFA are
combined for purposes of these limits. Pursuant to these limitations, an exchange may order the liquidation of positions and may impose other sanctions or restrictions. These position limits may restrict the number of listed options that a Fund may
buy or sell. Currently, the relevant national securities exchanges have no position limits for the instruments in which the Funds expect to invest.
The puts and calls on the Reference Asset entitle the purchaser of the option the right to purchase (for a call option) or sell (for a put option) the Reference Asset at a predetermined specified price (the “strike price”). When a Fund writes a call on the
Reference Asset, it receives a premium and agrees that the purchaser of the call, upon exercise of the call, will receive from the Fund the delivery of a specified number of shares of the ETF in exchange for the strike price. When a Fund buys a call on
the Reference Asset, it pays a premium and has the same rights to such call as indicated above. When a Fund buys a put on the Reference Asset, it pays a premium and has the right to require the seller of the put, upon the Fund’s exercise of the put, to deliver the specified number of shares of the ETF in exchange for the strike price. When a Fund writes a put on the
12
Reference Asset, it receives a premium and the
purchaser of the put has the right to require the Fund to deliver the specified number of shares of the ETF in exchange for the strike price.
Although each Fund will generally utilize FLEX Options that are physically settled, a Fund
may also utilize FLEX Options that are cash-settled. Cash-settled options give the holder the right to receive an amount (or owe an amount) of cash upon the exercise of the option. Gain or loss depends on changes in the value of the ETF’s share price relative to the strike price for a given option contract. The amount of cash is equal to the difference between the closing price of the ETF’s share price and the exercise price of the option contract times a specified multiple (“multiplier”), which determines the total value
for each point of such difference.
Risks of Options on the Reference Assets.
If a Fund has purchased an option and exercises it before the closing value for that day is available, it runs
the risk that the level of the Reference Asset may subsequently change. If such a change causes the exercised option to fall out of the money, the applicable Fund will be required
to pay the difference between the closing Reference Asset value and the exercise price of the option (times the applicable multiplier) to the assigned writer.
Borrowing. Each Fund may borrow for temporary or emergency purposes, including to meet payments due from
redemptions or to facilitate the settlement of securities or other transactions.
The purchase of securities while borrowings are outstanding may have the effect of
leveraging a Fund. The incurrence of leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings may exceed the income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as
dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to a Fund’s shareholders will outweigh the current reduced return.
Certain types of borrowings by a Fund must be made from a bank or may result in a Fund being
subject to covenants in credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with a Fund’s
investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it
may be disadvantageous to do so.
Diversification Status. Each Fund is classified as
“non-diversified.” A “non-diversified” fund is a fund that is not
limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of a fund’s investment portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility than that experienced by more diversified investment companies.
Each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a
regulated investment company
(“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are distributed to
shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the diversification requirements of the Internal Revenue Code may limit the
investment flexibility of the Fund and may make it less likely that the Fund will meet its investment objective.
Equity Securities. Equity securities generally have greater price volatility than fixed-income securities. The market
price of equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally; particular industries, sectors or geographic regions represented in those markets; or individual issuers. The types of developments that may affect an issuer of an equity security include management
performance, financial leverage and reduced demand for the issuer's goods or services. Common and preferred stock
represent equity or ownership interests in an issuer. Preferred stock, however, pays dividends at a specified rate and has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.
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Futures, Options on Futures and
Securities Options. Futures contracts, options on futures and securities options may be
used by a Fund and the Underlying Fund to access its investable universe, simulate investments that would otherwise be eligible, facilitate trading or to reduce transaction costs. Each Fund or the Underlying Fund may enter into futures contracts
and options on futures that are traded on a U.S. or non-U.S. futures exchange. Each Fund or the Underlying Fund will not use futures, options on futures or securities options for speculative purposes. Each Fund and the Underlying Fund intend to use
futures and options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the
“CFTC”) promulgated under the Commodity Exchange Act
(“CEA”). BFA, with respect to the Underlying Fund, has claimed an exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to such Funds or the Underlying Fund, is not subject to registration
or regulation as a commodity pool operator under the CEA. See the Regulation Regarding
Derivatives section of this SAI for more information.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific
instrument or index at a specified future time and at a specified price. Stock index contracts are based on investments that reflect the market value of common stock of the firms included in the investments. Each Fund or the Underlying Fund may
enter into futures contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will rise before the purchase will be made. Upon entering into a futures contract, a Fund or the Underlying
Fund will be required to deposit with the broker an amount of cash or cash equivalents known as “initial margin,” which is similar to a performance bond or good faith deposit on the contract and is returned to the Fund or the Underlying Fund upon
termination of the futures contract if all contractual obligations have been satisfied. Subsequent payments, known as “variation margin,” will be made to and from the broker daily as the price of the instrument or index underlying the futures contract
fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to the
expiration of a futures contract, each Fund or the Underlying Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s
or the Underlying Fund's existing position in the contract. An option on a futures contract, as contrasted with a direct investment in such a contract, gives the purchaser the right, but no obligation, in return for the premium paid, to assume a position in the underlying
futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract.
The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments by the
purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of each Fund or the Underlying Fund. The potential for loss related to writing call
options is unlimited. The potential for loss related to writing put options is limited to the agreed-upon price per share, also known as the “strike price,” less the premium received from writing the put. The Funds or the Underlying Fund may purchase and write put and call options on futures contracts that are traded on an exchange as a hedge against changes in value of
their portfolio securities or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Securities options may be used by a Fund to obtain access to or dispose of securities that
are otherwise eligible investments at favorable prices, to invest cash in a securities index that offers similar exposure to that being sought by the Fund or otherwise to achieve the Fund's objective. A call option gives a holder the right to purchase a specific security at a specified price (“exercise price”) within a specified period of time. A put option gives a holder the right to sell a specific security at an exercise price
within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the time of
purchase and is retained by the writer whether or not such option is exercised. Each Fund or the Underlying Fund may purchase put options to hedge its portfolio against the risk of
a decline in the market value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed to purchase. Each Fund or the Underlying Fund may write put and call options along with a long position in options to increase its ability to
hedge against a change in the market value of the securities it holds or is committed to purchase. Each Fund or the Underlying Fund may purchase or sell securities options on a U.S. or non-U.S. securities exchange or in the OTC market
through a transaction with a dealer. Options on a securities index are typically settled on a net basis based on the appreciation or depreciation of the index level over the strike price. Options on single name securities may be cash- or
physically-settled, depending upon the market in which they are traded. Options may be structured so as to be exercisable
14
only on certain dates or on a daily basis. Options
may also be structured to have conditions to exercise (i.e., “Knock-in Events”) or conditions that trigger termination (i.e., “Knock-out Events”).
Investments in Underlying Funds. Each Underlying Fund is a type of investment company referred to as an exchange-traded fund (“ETF”). Each Underlying Fund is designed to track a particular index and is advised by BFA. Shares of the Underlying Funds
are
listed for trading on national securities exchanges and trade throughout the day on those exchanges and other secondary markets. There can be no assurance that the requirements of
the national securities exchanges necessary to maintain the listing of shares of the Underlying Funds will continue to be met. A national securities exchange may, but is not
required to, remove the shares of the Underlying Funds from listing if, among other things: (i) following the initial 12-month period beginning upon the commencement of trading of an Underlying Fund, there are fewer than 50 record and/or beneficial
holders of the shares for 30 or more consecutive trading days, (ii) the value of an Underlying Fund's underlying index is no longer calculated or available, or (iii) any other
event shall occur or condition exist that, in the opinion of the national securities exchange, makes further dealings on the national securities exchange inadvisable. A national
securities exchange will remove the shares of an Underlying Fund from listing and trading upon termination of such Underlying Fund. Shares of each Underlying Fund trade on exchanges at prices at, above or below their most recent NAV. The per share NAV of
each Underlying Fund is calculated at the end of each business day and fluctuates with changes in the market value of such Underlying Fund's holdings since the most recent calculation. The trading prices of an Underlying Fund's shares fluctuate
continuously throughout trading hours based on market supply and demand rather than NAV. The trading prices of an
Underlying Fund's shares may deviate significantly from NAV during periods of market volatility. Any of these factors may lead to an Underlying Fund's shares trading at a premium or discount to NAV. Exchange prices are not expected to correlate
exactly with an Underlying Fund's NAV due to timing reasons as well as market supply and demand factors. In addition, disruptions to an Underlying Fund's creations and redemptions or the existence of extreme market volatility may result in
trading prices of Underlying Fund shares that differ significantly from NAV. If the Funds purchase shares of the Underlying Funds at a time when the market price of the Underlying Fund's shares are at a premium to the NAV or sells at a time when
the market price of the Underlying Fund is at a discount to the NAV, then the Funds may sustain losses.
As in the case of other publicly-traded securities, brokers' commissions on buying or selling
shares of the Underlying Funds will be based on negotiated commission rates at customary levels. An investment in an ETF generally presents the same primary risks as an investment in an open-end investment company that is not exchange-traded and that has the same
investment objectives, strategies, and policies. However, ETFs are subject to the following risks that do not apply to an open-end investment company that is not exchange-traded: (i) the market price of the ETF's shares may trade at a discount to their
net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the
exchange, or the activation of market-wide “circuit breakers” (which are tied to large swings
in stock prices) halts stock trading generally.
Lending Portfolio Securities. Each Fund and the Underlying Fund may lend portfolio securities to certain borrowers that BFA determines to be creditworthy,
including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at least equal to the current market value of the securities loaned. No
securities loan shall be made on behalf of a Fund or Underlying Fund if, as a result, the aggregate value of all securities loans of the particular Fund or Underlying Fund exceeds one-third of the value of such Fund’s or Underlying Fund's total assets (including the value of the collateral
received). A Fund or Underlying Fund may terminate a loan at any time and obtain the return of the securities loaned. Each Fund or Underlying Fund receives, by way of substitute payment, the value of any interest or cash or non-cash distributions
paid on the loaned securities that it would have otherwise received if the securities were not on loan.
With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of cash
collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund or Underlying Fund is compensated by a fee paid by the borrower equal to a percentage
of the market value of the loaned securities. Any cash collateral received by the Fund or Underlying Fund for such loans, and uninvested cash, may be reinvested in certain
short-term instruments either directly on behalf of each Fund or Underlying Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject to investment risk. Other investment
companies in which a Fund or the Underlying Fund invests can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, that would be in addition to those incurred by a Fund or the Underlying
Fund.
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Each Fund and Underlying Fund conducts its
securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio securities to borrowers affiliated with the Fund or Underlying Fund and to retain an
affiliate of the Fund or Underlying Fund to act as securities lending agent. To the extent that a Fund or Underlying Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities lending agent for the
Fund or Underlying
Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance with guidelines approved by the Trust's Board of Trustees (the
“Board,” the trustees of which are the “Trustees”). JPMorgan Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Funds in connection with certain securities lending activities.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process),
“gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund or Underlying
Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at default when a cash collateral investment is denominated in a currency other than the
currency of the assets being loaned due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market events, including but not limited to corporate actions, could lead the Fund or Underlying Fund to lend
securities that are trading at a premium due to increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities lending revenue). If a Fund were to lend out securities that are subject to a corporate
action and commit to the borrower a particular election as determined by the Funds' investment adviser, the benefit the Fund would receive in respect of committing to such election may or may not be less than the benefit the Fund would have received
from making a different election in such corporate action. If a securities lending counterparty were to default, a Fund or Underlying Fund would be subject to the risk of a
possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a
Fund’s or Underlying Fund's securities as agreed, the Fund’s or Underlying Fund's ability to participate in a corporate action event may be impacted, or the Fund or Underlying Fund may experience losses if the proceeds received from liquidating the collateral do
not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. This latter event could trigger adverse tax consequences for a Fund or Underlying Fund. A
Fund or Underlying Fund could lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments received by a Fund or Underlying Fund representing dividends paid on securities loaned out by
the Fund or Underlying Fund will not be considered qualified dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with a Fund’s or Underlying Fund's securities lending program.
Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the
regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment of dividend equivalent payments owed to a Fund or Underlying Fund (as permitted by applicable law).
Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict the rights of counterparties, such as the Fund or Underlying Fund, to terminate such agreements, foreclose upon collateral,
exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these requirements, as well as potential
additional government regulation and other developments in the market, could adversely affect the Fund’s or Underlying Fund's ability to terminate existing securities lending agreements or to realize amounts to be received under such
agreements.
Liquidity Risk Management. Rule 22e-4 under the Investment Company Act (the
“Liquidity Rule”) requires open-end funds, including ETFs such as the Funds, to establish a liquidity risk management program (the “Liquidity Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have implemented a
Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews each Fund’s liquidity risk and classifies each investment held by a Fund as a
“highly liquid
investment,”
“moderately liquid
investment,”
“less liquid investment” or “illiquid investment.” The Liquidity Rule defines
“liquidity risk” as the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of the
remaining investors’ interest in a Fund. The liquidity of a Fund's portfolio investments is determined based on relevant market, trading and investment-specific
considerations under the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a less
liquid investment, a Fund can expect to be exposed to greater liquidity risk.
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Regulation Regarding
Derivatives. The CFTC subjects advisers to registered investment companies to
regulation by the CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing investment
exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation by the CFTC if the registered investment company invests in one or
more commodity pools. NDFs and cash-settled currency forwards as well as futures, options on futures, currency options and swaps entered into by the Fund will be treated as CFTC
Derivatives for these purposes. Physically-settled foreign currency forward contracts will generally be treated as CFTC Derivatives, however these contracts are not treated as CFTC regulated-swaps and are not subject to certain of the CFTC’s rules with respect to swaps. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and
intends not to market itself as a
“commodity pool” or a vehicle for trading such instruments.
BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5 under the CEA with respect to each of the Funds. BFA is not, therefore, subject to
registration or regulation as a “commodity pool operator” under the CEA with respect to the
Funds.
Derivative contracts, including, without limitation, swaps,
currency forwards, and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards
and certain other derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of
swaps and other derivatives have impacted and may continue to impact the costs to the Fund of trading these instruments and, as a result, may affect returns to investors in the
Fund.
Rule 18f-4 under the Investment Company Act permits the Fund to
enter into Derivatives Transactions (as defined below) and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits
open-end funds, including the Fund, from issuing or selling any “senior security,” other than borrowing from a
bank (subject to a requirement to maintain 300% “asset coverage”).
Under Rule 18f-4,
“Derivatives
Transactions” include the following: (1) any swap, security-based swap (including a contract for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,
or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or
otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives
Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the
“Delayed-Settlement Securities
Provision”).
Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a
comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute
limit on Fund leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP
and reports to the Board.
Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund's “derivatives exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund
adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited Derivatives User
Exception”).
Securities of Investment Companies. Each Fund and the Underlying Fund may invest in the securities of other investment companies (including money market funds)
to the extent permitted by law, regulation, exemptive order or SEC staff guidance. Under the 1940 Act, a fund’s investment in investment companies is limited to, subject to
certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the fund’s total assets with respect to any one investment company, and (iii) 10% of the fund’s total assets with respect to investment companies in the aggregate.
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Other investment companies in which the Fund or
the Underlying Fund invests can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those
incurred by the Fund or the Underlying Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which
reflect a Fund's pro rata
share of the fees and expenses incurred by investing in other investment
companies (as disclosed in the Prospectus, as applicable).
Each Fund or the Underlying Fund may purchase ETF shares for the same reason it would
purchase (and as an alternative to purchasing) futures contracts – to obtain relatively low-cost exposure to the stock market while maintaining flexibility to meet the liquidity needs of the Underlying Fund. ETF shares enjoy several advantages over futures contracts. Depending on
the market, the holding period, and other factors, ETF shares can be less costly than futures contracts. In addition, ETF shares can be purchased for smaller sums and offer exposure to market sectors and styles for which there is no suitable or liquid
futures contract. The Underlying Fund may also purchase ETF shares for other purposes, including improving its ability to track its underlying index. The Underlying Fund may invest in shares of ETFs that are advised by BFA.
Short-Term Instruments and Temporary Investments.
Each Fund and the Underlying Fund may invest in short-term instruments, including money market
instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include, but are not limited to:
(i) shares of money market funds (including those advised by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of
deposit, bankers’ acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody's, “F-1” by Fitch, or “A-1” by S&P Global Ratings, or if unrated, of
comparable quality as determined by BFA; (v) non-convertible corporate debt securities
(e.g., bonds and debentures) with remaining maturities at the date of purchase of not more
than 397 days and that have been determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including
U.S. branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by a Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable
deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions. See Risks of the Underlying Fund below.
Tracking Stocks. A tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division
within a larger company and is designed to “track” the performance of such business unit or division. The tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the
business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the same rights as holders of the company’s common stock.
Future Developments. The board of each Fund or the Underlying Fund may, in the future, authorize each Fund and the Underlying Fund to invest in securities contracts and investments, other than those listed in this SAI and in the
Prospectus, provided they are consistent with each Fund's or the Underlying Fund's investment objective and do not violate any of its investment restrictions or policies.
General Considerations and Risks
A discussion of some of the principal risks associated with an investment in a Fund is contained in the Prospectus. Because
each Fund expects to obtain its exposure to the securities substantially through its investment in the Underlying Fund, shareholders should be aware that the risks of investment in particular types of securities, economic sectors and geographic
locations discussed below may be borne by the Fund through its investment in the Underlying Fund. Through its investment in the Underlying Fund, each Fund will also bear the risks described below associated with the Underlying Fund's use of
portfolio management techniques, such as borrowing arrangements and use of derivatives, in addition to the risks associated with those activities if the Funds engage in them directly.
An investment in a Fund should be made with an understanding that the value of the Fund’s
portfolio securities, including its investment in the Underlying Fund, may fluctuate in accordance with changes in the financial condition of the issuers of the
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portfolio securities, the value of stocks in
general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any particular risk factor.
Borrowing Risk. Borrowing may exaggerate changes in the NAV of Fund shares and in the return on a Fund’s
portfolio. Borrowing will cause a Fund to incur interest expense and other fees. The costs of borrowing may reduce a Fund’s return. Borrowing may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.
Illiquid Investments Risk. Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund
would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without
significantly changing the market value of the investment. The liquidity of an investment will be determined based on relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the
Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.
Money Market Instruments Risk. A Fund or the Underlying Fund may hold money market instruments. The value of money market instruments may be affected by
changes in interest rates or in the credit ratings of the investments, among other things. If a significant amount of a Fund's assets is invested in money market instruments, it
may be more difficult for the Fund to achieve its investment objective. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is possible to lose money by investing in a money market
fund. Money market funds other than U.S. government money market funds and retail money market funds
“float” their NAV instead of using a stable $1.00 per share price.
Operational Risk. BFA and a Fund's or Underlying Fund's other service providers may experience disruptions or
operating errors such as processing errors or human errors, inadequate or failed internal or external processes, or systems or technology failures, that could negatively impact the Funds or Underlying Fund. While service providers are required to have
appropriate operational risk management policies and procedures, their methods of operational risk management may differ from a Fund’s or Underlying Fund's in the setting of priorities, the personnel and resources available or the effectiveness of relevant controls. BFA, through its monitoring and oversight of service providers, seeks to ensure that service providers take
appropriate precautions to avoid and mitigate risks that could lead to disruptions and operating errors. However, it is not possible for BFA or the other Fund or Underlying Fund service providers to identify all of the operational risks that may affect a Fund or Underlying Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or
effects.
Reference Rate Replacement Risk. A Fund or Underlying Fund may be
exposed to financial instruments that recently transitioned from, or continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms, hedging strategies or investment value. The United Kingdom’s
Financial Conduct Authority
(“FCA”), which regulates LIBOR, has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD
LIBOR settings will continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured Overnight Financing Rate
(“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the
repurchase agreement market, has been used increasingly on a voluntary basis in new instruments and transactions. Under U.S. regulations that implement a statutory fallback
mechanism to replace LIBOR, benchmark rates based on SOFR have replaced LIBOR in different categories of financial contracts.
Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.
While some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to
replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing
instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. A Fund or the Underlying Fund may have instruments linked to other interbank offered rates that may also cease to be published in
the future.
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Risk of Derivatives. A derivative is a financial contract, the value of which depends on, or is derived from, the value
of an underlying asset, such as a security, a commodity (such as gold or silver), a currency or an index (a measure of value or rates, such as the S&P 500 or the prime lending rate). The Funds and the Underlying Fund may invest in stock index futures
contracts, securities options and other derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund's or an Underlying Fund's losses may be greater if it invests in derivatives than if it invests only in conventional
securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives
generally involve the incurrence of leverage.
When a derivative is used as a hedge against a position that a Fund holds or is committed to purchase, any loss generated by
the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are not
offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that a Fund’s hedging transactions, which entail additional transaction costs, will be effective.
Risks of Equity Securities. An investment in a Fund should be made with an understanding that the value of the Underlying Fund's portfolio securities
may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of preferred or common stocks in general and other factors
that affect the market. An investment in a Fund should also be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may
deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of shares of the Underlying Fund). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases
in value as market confidence and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction and global or regional political, economic or banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common
stockholders generally have rights to receive payments from the issuer inferior to the rights of creditors or holders of debt obligations or preferred stocks. Further, unlike debt securities which typically have a stated principal amount payable at
maturity (whose value, however, is subject to market fluctuations prior to maturity), or preferred stocks, which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a
fixed principal amount nor a maturity.
Risk of Futures and Options on Futures Transactions. There are several risks accompanying the utilization of futures contracts and options on futures contracts. A position in
futures contracts and options on futures contracts may be closed only on the exchange on which the contract was made (or a linked exchange). While each Fund plans to utilize
futures contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will exist for the contract at a specified time. Futures contracts, by definition, project price levels in the future and not current levels of
valuation; therefore, market circumstances may result in a discrepancy between the price of the future and the movement in a Fund's underlying instrument. In the event of adverse price movements, a Fund would continue to be required to make daily
cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a
time when it may be disadvantageous to do so. In addition, a Fund may be required to deliver the instruments underlying the futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options in some strategies
(e.g., selling uncovered stock index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts in this way. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a
relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a
manner designed to limit their risk exposure to levels comparable to a direct investment in the types of stocks in which they invest.
Utilization of futures and options on futures by a Fund involves the risk of loss of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or option. The purchase of put or call options will
be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.
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Because the futures market generally imposes less
burdensome margin requirements than the securities market, an increased amount of participation by speculators in the futures market could result in price fluctuations. Certain
financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the previous
day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price
beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and subjecting each Fund to substantial losses. In the event of adverse price movements, each Fund would be required to make daily cash payments of variation margin.
Tracking Error Risk. The Underlying Fund may be subject to tracking error, which is the divergence of a fund’s performance from that of its
underlying index. Tracking error may occur because of differences between the securities and other instruments held in a fund’s portfolio and those included in the Underlying
Fund’s underlying index, pricing differences, transaction costs incurred by the Underlying Fund, Underlying Fund’s holding of uninvested cash, differences in timing of
the accrual of or the valuation of dividends or interest received by the Underlying Fund or distributions paid to the Underlying Fund’s shareholders, the requirements to maintain pass-through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders, acceptance of custom baskets, changes to the Underlying Fund’s underlying index or the costs to the Underlying Fund of complying with various new or existing regulatory requirements. This risk may
be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because a fund incurs fees and expenses, while such a fund’s underlying index does not. When an issuer is introduced by an index provider into an index tracked by the Underlying Fund, BFA may conduct an analysis on such issuer’s securities to
identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not appear to be supported by publicly available information on the business and assets of the issuer, unusual or significant short interest or lending
activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be indicators of possible irregularities, miscalculations or even fraud).
If it identifies such behavior, BFA may, where appropriate, alert the index provider as to
the alleged issue. The index provider has sole discretion for the determination as to whether to continue to include the issuer’s securities in the re-balancing of its
index. If the securities continue to be included in the index, BFA may underweight or exclude such securities from the Underlying Fund’s portfolio and, if it does so, such a fund will be subject to increased tracking error due to the divergence in the securities included in its portfolio from its underlying index. BFA’s under-weighting or excluding such securities may result in a decline in a Fund’s net asset value. The application of the above-mentioned analysis and screening to the
Underlying Fund and its underlying index is in the sole discretion of BFA and its affiliates (without any guarantees). The analysis and screening may not exclude any or all high risk securities from the Underlying Fund’s portfolio, and the inclusion of such securities will result in an adverse impact to such a Fund’s net asset value if one or more such securities declines in value.
Risk of Investing in Developed Countries. Many countries with developed markets have recently experienced significant economic pressures. These countries generally
tend to rely on the services sectors (e.g., the financial services sector) as the primary source of economic growth and may be susceptible to the risks of individual service sectors. For example, companies
in the financial services sector are subject to governmental regulation and, recently, government intervention, which may adversely affect the scope of their activities, the prices they can charge and amount of capital they must maintain.
Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead to credit rating downgrades and, as a result, impact, among other things, revenue growth for such companies. If financial
companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the economic
health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed countries and their perceived inability to continue to service high
debt loads without simultaneously implementing stringent austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a
result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen
dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase in health care and pension costs. Any increase in health care and pension costs will likely have a negative impact on the
economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as crude oil, natural gas, and other commodities. As a result, an increase in demand for, or price fluctuations of, certain
commodities may negatively affect developed country economies. Developed market countries generally are dependent on
21
the economies of certain key trading partners.
Changes in any one economy may cause an adverse impact on several developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse
effect on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such risks, among others, may adversely affect the value of a Fund’s or the Underlying Fund's investments.
Risk of Investing in the Consumer Discretionary Sector.
Companies engaged in the design, production or distribution of products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,
manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks, gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel,
travel-related services, automobiles, hotels and motels, and fast food and other restaurants) are subject to the risk that their products or services may become obsolete quickly. The success of these companies can depend heavily on disposable household
income and consumer spending. During periods of an expanding economy, the consumer discretionary sector may outperform the consumer staples sector, but may underperform when
economic conditions worsen. Moreover, the consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing campaigns,
cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates, import and export controls, intense competition, technological
developments and government regulation.
Risk of
Investing in the Consumer Staples Sector. Companies in the consumer staples sector may
be adversely affected by changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental and
political events, economic conditions, the depletion of resources, and government regulation. For instance, government regulations may affect the permissibility of using various
food additives and production methods of companies that make food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by
the adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a
number of factors, including, without limitation, changes in government agricultural support programs, exchange rates, import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.
Companies in the consumer staples sector may be subject to severe competition, which may also have an adverse impact on their profitability.
Risk of Investing in the Energy Sector. Companies in the energy sector are strongly affected by the changes in and volatility of global energy prices, energy supply
and demand, government regulations and policies, energy production and conservation efforts, technological change, development of alternative energy sources, and other factors that
they cannot control. Energy companies may have relatively high levels of debt and may be more likely to restructure their businesses if there are downturns in energy markets or in the global economy. If an energy company in an Underlying Fund's portfolio
becomes distressed, an Underlying Fund could lose all or a substantial portion of its investment. The energy sector is cyclical and is highly dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long
periods of time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries (“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical
conflicts, and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability from accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and gas deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition
to the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector may operate, has experienced conflict and unrest. Companies in the energy sector may also be adversely affected by changes
in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative perception, efforts at energy conservation and world events in the regions in which the companies operate
(e.g., expropriation,
nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and repatriation of capital, military coups, social unrest, violence
or labor unrest). Because a significant portion of revenues of companies in this sector is derived from a relatively small number of customers that are largely composed of
governmental entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every aspect of
22
their operations by governmental agencies. Such
regulation can change rapidly or over time in both scope and intensity. Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance
costs and may materially adversely affect the financial performance of companies in the energy sector.
The
energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on February 24, 2022 led to further disruptions and
increased volatility in the energy and commodity futures markets due to actual and potential disruptions in the supply and demand for certain commodities, including oil and natural
gas. The U.S. and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions on imports of oil, natural gas and coal. The effect of the current sanctions and restrictions, as well as the extent and duration of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to
predict and depend on a number of factors. The effect of these events or any related developments could be significant and may have a severe adverse effect on the performance of the Underlying Fund.
Risk of Investing in the Financials Sector. Companies in the financials sector include small, regional and money center banks, securities brokerage firms, asset
management companies, savings banks and thrift institutions, specialty finance companies
(e.g., credit card, mortgage providers), insurance and insurance brokerage firms, consumer
finance firms, financial conglomerates and foreign banking and financial companies.
Most financial companies are subject to extensive governmental
regulation, which limits their activities and may affect their ability to earn a profit from a given line of business. Government regulation may change frequently and may have
significant adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct governmental intervention in the operations of financial companies and financial markets may materially and adversely affect
the companies in which the Underlying Fund invests, including legislation in many countries that may increase government regulation, repatriation and other intervention. The impact of governmental intervention and legislative changes on any
individual financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies has been and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including
interest rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including market share and price competition. Financial companies in foreign countries are subject to market-specific and
general regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices
and restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and potential theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their businesses.
The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change; for instance, when interest rates go up,
the value of securities issued by many types of companies in the financials sector generally goes down. In other words, financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising interest rates, which may restrict the availability and increase the cost of capital, and during periods of declining economic
conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.
In addition, general economic conditions are important to the operations of these companies, and financial difficulties of borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are
exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree, including through swaps and other derivatives products, and who at times may be unable to meet their obligations to the
financial services companies. Financial services companies may have significant exposure to the same borrowers and counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross-default
risk, may result in significant negative impacts to the financial condition and reputation of companies with direct exposure to the defaulting counterparty as well as adverse
cascading effects in the markets and the financials sector generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such
access, such as adverse overall economic conditions or a negative perception in the capital markets of a financial company’s financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse
impact on a broad range of financial markets, causing certain financial companies to incur large losses. In these conditions, companies in the financials sector may experience significant declines in the valuation of their assets, take actions to raise
capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts
23
of capital from government sources and may face
future government-imposed restrictions on their businesses or increased government intervention. In addition, there is no guarantee that governments will provide any such relief in
the future. These actions may cause the securities of many companies in the financials sector to decline in value.
Risk of Investing in the Healthcare Sector. Companies in the healthcare sector are often issuers whose profitability may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or
falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited number of products, industry innovation, changes in technologies and other market developments. Many healthcare companies
are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.
Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products that are typically sold at a lower price than the patented product, which can cause the original developer of the product to
lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies.
In addition, because the products and services of many companies in the healthcare
sector affect the health and well-being of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may
result in price discounting. Many new products in the healthcare sector may be subject to regulatory approvals. The process of obtaining such approvals may be long and costly, which can result in increased development costs, delayed cost recovery
and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may diminish the opportunity for a company to profit from a new product or to bring a new product to market, which could have a
material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific biotechnology or technological developments, and their
products may quickly become obsolete. Also, many healthcare companies offer products and services that are subject to governmental regulation and may be adversely affected by
changes in governmental policies or laws. Changes in governmental policies or laws may span a wide range of topics, including cost control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and
penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what
proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.
Additionally, the expansion of facilities by healthcare-related providers may be subject to
“determinations of
need” by certain government
authorities. This process not only generally increases the time and costs involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and
profitability growth potential of healthcare-related facilities operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and
national governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both adversely affect regulatory processes and public funding available for healthcare products, services and facilities.
Risk of Investing in the Industrials Sector. The value of securities issued by companies in the industrials sector may be adversely affected by supply of and demand for
both their specific products or services and for industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological
developments and frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by
changes or trends in commodity prices, which may be influenced by unpredictable
factors. Aerospace and defense companies, a component of the industrials sector, can be significantly affected by government spending policies because
companies involved in this industry rely, to a significant extent, on government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental
defense spending policies, which are typically under pressure from efforts to control government budgets. Transportation stocks, a component of the industrials sector, are cyclical and can be significantly affected by economic changes, fuel prices, labor relations and insurance costs. Transportation companies in certain countries may also be subject to significant
government regulation and oversight, which may adversely affect their businesses. For example, commodity price declines and unit volume reductions resulting from an over-supply of materials used in the industrials sector can adversely affect the
sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage, product liability claims, depletion of resources, and mandated expenditures for safety and pollution control.
24
Risk of Investing in the
Information Technology Sector. Information technology companies face intense
competition, both domestically and internationally, which may have an adverse effect on profit margins. Like other technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of
information technology companies may face product obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates
and competition for the services of qualified personnel. Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies,
tend to be more volatile than the overall market. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Information technology companies are facing increased government and regulatory scrutiny and may be subject to
adverse government or regulatory action. Finally, while all companies may be susceptible to network security breaches, certain companies in the information technology sector may be
particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.
These risks are heightened for information technology companies in foreign markets.
Risk of Investing in the Materials Sector.
Companies in the materials sector may be adversely affected by commodity price volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,
depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety and pollution control, among other factors. Such risks may adversely affect the issuers to which a Fund has exposure.
Companies in the materials sector are also at risk of liability for environmental damage and product liability claims. Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor investment
returns. These risks are heightened for companies in the materials sector located in foreign markets.
Risk of Investing in the Real Estate Industry. Companies in the real estate industry include companies that invest in real estate, such as REITs, real estate holding and
operating companies or real estate development companies (collectively, “Real Estate Companies”). Investing in Real Estate
Companies exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which Real Estate Companies are organized and
operated. The real estate industry is highly sensitive to general and local economic conditions and developments, and characterized by intense competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific
to Real Estate Companies are discussed in greater detail below.
Concentration Risk. Real Estate Companies may own a limited number of properties and concentrate their
investments in a particular geographic region or property type. Economic downturns affecting a particular region, industry or property type may lead to a high volume of defaults within a short period.
Distressed Investment Risk. Real Estate Companies may invest in distressed, defaulted or out-of-favor bank
loans. Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent bankruptcy.
Real Estate Companies may also invest in other debt instruments that may become non-performing, including the securities of companies with higher credit and market risk due to
financial or operational difficulties. Higher risk securities may be less liquid and more volatile than the securities of companies not in distress.
Illiquidity Risk. Investing in Real Estate Companies may involve risks similar to those associated with investing in small-capitalization
companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more volatile than, and perform differently from, shares of
large-capitalization companies. There may be less trading in Real Estate Company shares, which means that buy and sell transactions in those shares could have a magnified impact on
share price, resulting in abrupt or erratic price fluctuations. In addition, real estate is relatively illiquid, and, therefore, a Real Estate Company may have a limited ability to vary or liquidate properties in response to changes in economic or other conditions.
Interest Rate Risk. Rising interest rates could result in higher costs of capital for Real Estate Companies, which could negatively impact a
Real Estate Company’s ability to meet its payment obligations. Declining interest rates could result in increased prepayment on loans and require redeployment of capital in
less desirable investments.
Leverage Risk. Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk and could
adversely affect a Real Estate Company’s operations and market value in periods of rising interest rates. Real Estate Companies are also exposed to the risks normally
associated with debt financing. Financial covenants related to a Real Estate Company’s leverage may affect the ability of the Real Estate Company to operate effectively. In
addition, real property may be subject to the quality of credit extended and defaults by borrowers and tenants. If the properties do not generate sufficient
25
income to meet operating expenses, including,
where applicable, debt service, ground lease payments, tenant improvements, third-party leasing commissions and other capital expenditures, the income and ability of a Real Estate
Company to make payments of any interest and principal on its debt securities will be adversely affected.
Loan Foreclosure Risk. Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or acquired. Foreclosure may
generate negative publicity for the underlying property that affects its market value. In addition to the length and expense of such proceedings, the validity of the terms of the
applicable loan may not be recognized in foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of rights by a Real Estate Company. Parallel proceedings, such as bankruptcy, may also delay resolution and limit the amount of
recovery on a foreclosed loan by a Real Estate Company even where the property underlying the loan is liquidated.
Management Risk. Real Estate Companies are dependent upon management skills and may have limited financial resources. Real Estate Companies
are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers and voluntary liquidation. In addition, transactions between Real Estate
Companies and their affiliates may be subject to conflicts of interest, which may adversely affect a Real Estate Company’s shareholders. A Real Estate Company may also have
joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such properties may be limited.
Property Risk. Real Estate Companies may be subject to risks relating to functional obsolescence or
reduced desirability of properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be
greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.
Regulatory Risk. Real estate income and values may be adversely affected by such factors as applicable domestic and foreign laws (including
tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other commercial restrictions or environmental regulations, also may have a major
impact on real estate income and values. In addition, quarterly compliance with regulations limiting the proportion of asset types held by a U.S. REIT may force certain Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs
or comparable structures as a viable form of real estate funds.
Underlying Investment Risk. Real Estate Companies make investments in a variety of debt and equity
instruments with varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property that have higher risks of delinquency and foreclosure than loans on single family homes due to a variety of factors associated
with commercial property, including the tie between income available to service debt and productive use of the property. Real Estate Companies may also invest in debt instruments and preferred equity that are junior in an issuer’s capital structure and that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a
greater credit risk of default due to the need to service more senior debt of the issuer. Similarly, preferred equity investments involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated
ranking. Investments in CMBS may also be junior in priority in the event of bankruptcy or similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral. The ability of a holder of junior claims to proceed against a defaulting issuer is circumscribed by the terms of the particular contractual arrangement, which vary
considerably from transaction to transaction.
U.S. Tax Risk. Certain U.S. Real Estate Companies are subject to special U.S. federal tax requirements. A
REIT that fails to comply with such tax requirements may be subject to U.S. federal income taxation, which may affect the value of the REIT and the characterization of the REIT’s distributions. The U.S. federal tax requirement that a REIT distribute substantially all of its net income to its shareholders may result in a REIT having insufficient capital for future expenditures. A REIT that
successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise, penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.
Because REITs often do not provide complete tax information until after the calendar year-end, an Underlying Fund may at times need to request permission to extend the deadline for issuing your tax reporting statement or supplement the
information otherwise provided to you.
Risk of Investing in the Technology Sector. Technology companies are characterized by periodic new product introductions, innovations and evolving industry standards,
and, as a result, face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Companies in the technology sector are often
smaller and less
26
experienced companies and may be subject to
greater risks than larger companies; these risks may be heightened for technology companies in foreign markets. Technology companies may have limited product lines, markets,
financial resources or personnel. The products of technology companies may face product obsolescence due to rapid technological developments and frequent new product introduction, changes in consumer and business purchasing patterns, unpredictable
changes in growth rates and competition for the services of qualified personnel. In addition, a rising interest rate environment tends to negatively affect companies in the
technology sector because, in such an environment, those companies with high market valuations may appear less attractive to investors, which may cause sharp decreases in the
companies’ market prices. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Companies in the
technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. The technology sector may also be adversely affected by changes or trends in commodity prices, which may
be influenced or characterized by unpredictable factors. Finally, while all companies may be susceptible to network security breaches, certain companies in the technology sector
may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their
businesses.
Risk of Investing in the Utilities Sector. The utilities sector may be adversely affected by changing commodity prices, government regulation stipulating rates charged
by utilities, increased tariffs, changes in tax laws, interest rate fluctuations and changes in the cost of providing specific utility services. The utilities industry is also
subject to potential terrorist attacks, natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore
may limit utility profits. In certain countries, regulatory authorities may also restrict a company’s access to new markets, thereby diminishing the company’s long-term prospects.
There are substantial differences among the regulatory practices and policies of various jurisdictions, and any regulatory
agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future, grant rate increases. Additionally, existing and possible future regulatory legislation may make it even more difficult for
utilities to obtain adequate relief. Certain of the issuers of securities held in the Underlying Funds' portfolio may own or operate nuclear generating facilities. Governmental authorities may from time to time review existing policies and impose
additional requirements governing the licensing, construction and operation of nuclear power plants. Prolonged changes in climate conditions can also have a significant impact on both the revenues of an electric and gas utility as well as the
expenses of a utility, particularly a hydro-based electric utility.
The rates that traditional regulated utility companies may charge their customers generally are subject to review and limitation by governmental regulatory commissions. Rate changes may occur only after a prolonged approval period or may not
occur at all, which could adversely affect utility companies when costs are rising. The value of regulated utility debt securities (and, to a lesser extent, equity securities)
tends to have an inverse relationship to the movement of interest rates. Certain utility companies have experienced full or partial deregulation in recent years. These utility
companies are frequently more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original geographic regions and their traditional lines of business. As a result, some companies may be forced to defend their core business and may be less profitable. Deregulation may also permit a utility company to expand
outside of its traditional lines of business and engage in riskier ventures.
Proxy Voting Policy
For the Funds, the Board has delegated the voting of proxies for each Fund’s securities to BFA pursuant to the Funds' Proxy Voting Policy, and BFA has adopted policies and procedures (collectively, the “iShares ETFs Proxy Voting Policies”) governing
proxy voting by accounts managed by BFA, including the Funds.
Under the iShares ETFs Proxy Voting Policies, BFA will vote proxies related to Fund
securities in the best interests of a Fund and its shareholders. From time to time, a vote may present a conflict between the interests of a Fund’s shareholders, on the
one hand, and those of BFA, or any affiliated person of a Fund or BFA, on the other. BFA maintains policies and procedures that are designed to prevent undue influence on BFA’s proxy voting activity that might stem from any relationship between the issuer of a proxy (or any dissident shareholder) and BFA, BFA’s affiliates, a Fund or a Fund’s affiliates. Most conflicts are managed through a structural separation of BFA’s Corporate Governance Group from BFA’s employees with sales and client responsibilities. In addition, BFA maintains procedures to ensure that all engagements with corporate issuers or dissident
27
shareholders are managed consistently and without
regard to BFA’s relationship with the issuer of the proxy or the dissident shareholder. In certain instances, BFA may determine to engage an independent fiduciary to vote
proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law.
Copies of the iShares ETFs Proxy Voting Policies are attached as Appendix A.
Information with respect to how proxies relating to the Funds' portfolio securities
were voted during the 12-month period ended June 30 is available: (i) without charge, upon request, by calling 1-800-iShares (1-800-474-2737) or through the Funds' website at www.iShares.com; and (ii) on the SEC’s website at www.sec.gov.
Portfolio Holdings Information
On each Business Day (as defined in the Creation and Redemption of Creation Units section of this SAI), prior to the opening of regular trading on the Fund’s primary listing exchange, a Fund
discloses on its website (www.iShares.com) certain information relating to the portfolio holdings that will form the basis of a Fund’s next net asset value per share calculation.
In addition, certain information may also be made available to certain parties:
•
Communications of Data Files: A Fund may make available through the facilities of the National Securities Clearing Corporation (“NSCC”) or through posting on the www.iShares.com, prior to
the opening of trading on each business day, a list of a Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to a Fund to settle purchases of a Fund (i.e. Deposit
Securities) or that Authorized Participants would receive from a Fund to settle redemptions of a Fund (i.e. Fund Securities). These files are known as the Portfolio Composition File and the Fund Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or posted on www.iShares.com after the close of markets in the
U.S.
•
Communications with Authorized Participants and Liquidity Providers: Certain employees of BFA are responsible for interacting with Authorized Participants and liquidity providers with respect
to discussing custom basket proposals as described in the Custom Baskets section of this SAI. As part of these discussions, these employees may discuss with an Authorized Participant or liquidity
provider the securities a Fund is willing to accept for a creation, and securities that a Fund will provide on a redemption.
BFA employees may
also discuss portfolio holdings-related information with broker/dealers, in connection with settling a Fund’s transactions, as may be necessary to conduct business in the
ordinary course in a manner consistent with the disclosure in the Fund’s current registration statement.
•
Communications with Listing Exchanges: From time to time, employees of BFA may discuss portfolio holdings information with the applicable primary listing exchange
for a Fund as needed to meet the exchange listing standards.
•
Communications with Other Portfolio Managers: Certain information may be provided to employees of BFA who
manage funds that invest a significant percentage of their assets in shares of an underlying fund as necessary to
manage the fund’s investment objective and strategy.
•
Communication of Other Information: Certain explanatory information regarding the Files is released to Authorized Participants and liquidity providers on a
daily basis, but is only done so after the Files are posted to www.iShares.com.
•
Third-Party Service Providers: Certain portfolio holdings information may be disclosed to Fund Trustees and
their counsel, outside counsel for the Funds, auditors and to certain third-party service providers (i.e., fund administrator, custodian,
proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with such service providers, as may be necessary to conduct business in
the ordinary course in a manner consistent with applicable policies, agreements with the Funds, the terms of the current registration statements and federal securities laws and regulations thereunder.
•
Liquidity Metrics:
“Liquidity Metrics,” which seek to ascertain a Fund’s liquidity profile under BlackRock’s global liquidity risk methodology, include
but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of a
Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted
unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end
28
requires a non-disclosure or
confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar
quarter-end requires the approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any party.
The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of
portfolio holdings information pursuant to the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews the policy and procedures for disclosure of portfolio holdings information at least annually.
Investment Policies
The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed without
the approval of the holders of a majority of the applicable Fund’s outstanding voting securities. A vote of a majority of the outstanding voting securities of a Fund is
defined in the 1940 Act as the lesser of (i) 67% or more of the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental investment policies
may be changed by the Board without shareholder approval. Therefore, each Fund may change its investment objective without shareholder approval.
Fundamental Investment Policies of the Funds.
The Funds may not:
1.
Purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after
the purchase and as a result thereof, the value of a Fund’s investments in that industry would equal or exceed 25% of the current value of a Fund’s total assets, provided that this restriction does not limit a Fund’s: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, or (iii) investments in repurchase agreements collateralized by U.S. government securities.
2.
Borrow money, except
as permitted under the Investment Company Act.
3.
Issue senior securities to the extent such issuance would violate the Investment Company Act.
4.
Purchase or hold real estate, except each Fund may purchase and hold securities or other
instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and each Fund may purchase and hold real estate as a result
of the ownership of securities or other instruments.
5.
Underwrite securities issued by others, except to the extent that the sale of portfolio securities by each Fund may be
deemed to be an underwriting or as otherwise permitted by applicable law.
6.
Purchase or sell commodities or commodity contracts, except as permitted by the Investment
Company Act.
7.
Make loans to the
extent prohibited by the Investment Company Act.
Notations Regarding each Fund’s Fundamental Investment Policies
The following notations are not considered to be part of each
Fund’s fundamental investment policies and are subject to change without shareholder approval.
With respect to the fundamental policy relating to concentration set forth in (1) above, the
Investment Company Act does not define what constitutes “concentration” in an industry. The SEC staff has
taken the position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of
industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also
will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,
instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on
investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the
29
industries of their parents if their activities
are primarily related to financing the activities of the parents. Each foreign government will be considered to be a member of a separate industry. With respect to each
Fund’s industry classifications, each Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give
broad authority to each Fund as to how to classify issuers within or among industries.
With respect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment Company Act permits each Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose,
and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (Each Fund’s total assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires
each Fund to maintain at all times an
“asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of each Fund’s total
assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is
known as “leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or
involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f- 4 under the Investment Company Act, when each Fund engages in reverse
repurchase agreements and similar financing transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule
18f-4 with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and
investments that may involve leverage but are not considered to be borrowings are not subject to the policy.
With respect to the fundamental policy relating to underwriting set forth in (5) above, the
Investment Company Act does not prohibit a fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, in the case of diversified funds, the Investment Company Act permits a fund to have underwriting commitments of up to 25% of its
assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting commitments, when added to the value of a fund’s investments in issuers where a fund owns more than 10% of the
outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an underwriter under the 1933 Act. Although it is
not believed that the application of the 1933 Act provisions described above would cause a fund to be engaged in the business of underwriting, the policy in (5) above will be interpreted not to prevent a fund from engaging in transactions
involving the acquisition or disposition of portfolio securities, regardless of whether a fund may be considered to be an underwriter under the 1933 Act or is otherwise engaged in the underwriting business to the extent permitted by applicable
law.
With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company Act does not prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit
funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward
currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of securities transactions, will not be considered loans.
Non-Fundamental Investment Policies of the Funds.
The Funds are subject to the following investment restrictions, all of which are
non-fundamental policies:
1.
Each Fund may invest
in shares of other open-end management investment companies, subject to the limitations of Section 12(d)(1) of the 1940 Act, including the rules, regulations and exemptive orders
obtained thereunder. Other investment companies in which a Fund invests can be expected to charge fees for operating expenses, such as investment advisory and administration fees, that would be in addition to those charged by such Fund;
2.
Each Fund may not to make short sales of securities or maintain a short position, except to
the extent permitted by each Fund’s Prospectus and Statement of Additional Information, as amended from time to time, and applicable law.
3.
Under normal market conditions, each Fund invests at least 80% of its net assets (plus any borrowings for investment
purposes) in securities or other instruments that provide exposure to securities of large capitalization companies or that provide for the upside limit on gains or the downside protection against the losses of securities of large capitalization
companies.
30
Unless otherwise indicated, all limitations under
each Fund's fundamental or non-fundamental investment policies apply only at the time that a transaction is undertaken. For purposes of restriction 3 above, each Fund's
transactions will comply as of the dates required by amended Rule 35d-1 under the 1940 Act upon the amended Rule's compliance date. Any change in the percentage of each Fund's assets invested in certain securities or other instruments resulting from market fluctuations or
other changes in each Fund's total assets will not require each Fund to dispose of an investment until BFA determines that it is practicable to sell or close out the investment without undue market or tax consequences.
Notwithstanding any other investment policy or restriction (whether or not fundamental), the Underlying Funds in which each Fund may invest have adopted certain investment restrictions that may be different from those listed above, thereby
permitting each Fund to engage indirectly in investment strategies that are prohibited under the restrictions listed above. The investment restrictions of each Underlying Fund are set forth in its respective statement of additional information.
Continuous Offering
The method by which Creation Units are created and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may,
depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it
takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares and sells such shares directly to customers or if it chooses to couple the creation of new shares with an active selling effort involving solicitation of secondary market demand
for shares. A determination of whether one is an underwriter for purposes of the 1933 Act must take into account all of the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as
an underwriter.
Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in
shares, whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the 1933 Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Funds are
reminded that, pursuant to Rule 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to an exchange member in connection with a sale on the Listing Exchange generally is satisfied by the fact that the
prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is available only with respect to transactions on an exchange.
Management
Trustees and Officers. The Board has responsibility for the overall management and operations of the Funds, including general supervision of the
duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is removed, dies, retires or becomes incapacitated. Each officer shall hold office
until his or her successor is elected and qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent trustees (“Independent Trustees”).
The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into one
complex of open-end equity, multi-asset, index and money market funds and ETFs (the “BlackRock Multi-Asset Complex”), one complex of closed-end funds and open-end non-index fixed-income funds (including ETFs) (the “BlackRock Fixed-Income Complex”) and one complex of ETFs (“Exchange-Traded Fund
Complex”) (each, a “BlackRock Fund Complex”). Each Fund is included in the Exchange-Traded Fund Complex. Each Trustee also serves as a Director of iShares, Inc. and a Trustee
of iShares U.S. ETF Trust and, as a result, oversees all of the funds within the Exchange-Traded Fund Complex, which consists of ____ funds as of ________, 2024. With the exception of Stephen Cohen, Robert S. Kapito and Aaron Wasserman, the address
of each Trustee and officer is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards,
New York, NY10001. The address of Mr. Cohen is c/o
31
BlackRock, Inc., Drapers Gardens, 12 Throgmorton
Avenue, London EC2N 2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information about the Funds' Trustees and officers may
be found in this SAI, which is available without charge, upon request, by calling toll-free 1-800-iShares (1-800-474-2737).
Interested Trustees
Name (Year of Birth)
Position
Principal
Occupation(s)
During the Past 5 Years
Other Directorships
Held by Trustee
Robert S. Kapito1
(1957)
Trustee
(since 2009).
President of BlackRock, Inc. (since
2006); Vice Chairman of BlackRock,
Inc. and Head of BlackRock’s
Portfolio Management Group (since
its formation in 1998) and BlackRock,
Inc.’s predecessor entities (since
1988); Trustee, University of
Pennsylvania (since 2009); President
of Board of Directors, Hope & Heroes
Children’s Cancer Fund (since 2002).
Director of BlackRock, Inc. (since
2006); Director of iShares, Inc. (since
2009); Trustee of iShares U.S. ETF
Trust (since 2011).
Stephen Cohen2
(1975)
Trustee (since
2024).
Senior Managing Director, Head of
Global Product Solutions of
BlackRock, Inc. (since 2024); Senior
Managing Director, Head of Europe,
Middle East and Africa Regions of
BlackRock, Inc. (2021-2024); Head of
iShares Index and Wealth in EMEA of
BlackRock, Inc. (2017-2021); Global
Head of Fixed Income Indexing of
BlackRock, Inc. (2016-2017); Chief
Investment Strategist for
International Fixed Income
and
iShares of BlackRock, Inc. (2011-
2015).
Director of iShares, Inc. (since 2024);
Trustee of iShares U.S. ETF Trust
(since 2024).
1
Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates.
2
Stephen Cohen is deemed to be an “interested
person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its
affiliates.
Independent Trustees
Name (Year of Birth)
Position
Principal
Occupation(s)
During the Past 5 Years
Other Directorships
Held by Trustee
John E. Kerrigan
(1955)
Trustee
(since 2005);
Independent Board
Chair
(since 2022).
Chief Investment Officer, Santa Clara
University (since 2002).
Director of iShares, Inc. (since 2005);
Trustee of iShares U.S. ETF Trust
(since 2011); Independent Board
Chair of iShares, Inc. and iShares U.S.
ETF Trust (since 2022).
32
Name (Year of Birth)
Position
Principal
Occupation(s)
During the Past 5 Years
Other Directorships
Held by Trustee
Jane D. Carlin
(1956)
Trustee
(since 2015); Risk
Committee Chair
(since 2016).
Consultant (since 2012); Member of
the Audit Committee (2012-2018),
Chair of the Nominating and
Governance Committee (2017-2018)
and Director of PHH Corporation
(mortgage solutions) (2012-2018);
Managing Director and Global Head
of Financial Holding Company
Governance & Assurance and the
Global Head of Operational Risk
Management of Morgan Stanley
(2006-2012).
Director of iShares, Inc. (since 2015);
Trustee of iShares U.S. ETF Trust
(since 2015); Member of the Audit
Committee (since 2016), Chair of the
Audit Committee (since 2020) and
Director of The Hanover Insurance
Group, Inc. (since 2016).
Richard L. Fagnani
(1954)
Trustee
(since 2017); Audit
Committee Chair
(since 2019).
Partner, KPMG LLP (2002-2016);
Director of One Generation Away
(since 2021).
Director of iShares, Inc. (since 2017);
Trustee of iShares U.S. ETF Trust
(since 2017).
Cecilia H. Herbert
(1949)
Trustee
(since 2005);
Nominating and
Governance and
Equity Plus
Committee Chairs
(since 2022).
Chair of the Finance Committee
(since 2019) and Trustee and
Member of the Finance, Audit and
Quality Committees of Stanford
Health Care (since 2016); Trustee of
WNET, New York's public media
company (since 2011) and Member
of the Audit Committee (since 2018),
Investment Committee (since 2011)
and Personnel Committee (since
2022); Member of the Wyoming
State Investment Funds Committee
(since 2022); Trustee of Forward
Funds (14 portfolios) (2009-2018);
Trustee of Salient MF Trust (4
portfolios) (2015-2018); Director of
the Jackson Hole Center for the Arts
(since 2021).
Director of iShares, Inc. (since 2005);
Trustee of iShares U.S. ETF Trust
(since 2011).
Drew E. Lawton
(1959)
Trustee
(since 2017); 15(c)
Committee Chair
(since 2017).
Senior Managing Director of New
York Life Insurance Company (2010-
2015).
Director of iShares, Inc. (since 2017);
Trustee of iShares U.S. ETF Trust
(since 2017); Director of Jackson
Financial Inc. (since 2021).
John E. Martinez
(1961)
Trustee
(since 2003);
Securities Lending
Committee Chair
(since 2019).
Director of Real Estate Equity
Exchange, Inc. (since 2005); Director
of Cloudera Foundation (2017-2020);
and Director of Reading Partners
(2012-2016).
Director of iShares, Inc. (since 2003);
Trustee of iShares U.S. ETF Trust
(since 2011).
33
Name (Year of Birth)
Position
Principal
Occupation(s)
During the Past 5 Years
Other Directorships
Held by Trustee
Madhav V. Rajan
(1964)
Trustee
(since 2011); Fixed
Income Plus
Committee Chair
(since 2019).
Dean, and George Pratt Shultz
Professor of Accounting, University
of Chicago Booth School of Business
(since 2017); Advisory Board
Member (since 2016) and Director
(since 2020) of C.M. Capital
Corporation; Chair of the Board for
the Center for Research in Security
Prices, LLC (since 2020); Director of
WellBe Senior Medical (since 2023);
Robert K. Jaedicke Professor of
Accounting, Stanford University
Graduate School of Business (2001-
2017); Professor of Law (by
courtesy), Stanford Law School
(2005-2017); Senior Associate Dean
for Academic Affairs and Head of
MBA Program, Stanford University
Graduate School of Business (2010-
2016).
Director of iShares, Inc. (since 2011);
Trustee of iShares U.S. ETF Trust
(since 2011).
Officers
Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Jessica Tan
(1980)
President (since
2024).
Managing Director of BlackRock, Inc.
(since 2015); Head of Global Product
Solutions, Americas of BlackRock,
Inc. (since 2024) and Head of
Sustainable and Transition Solutions
of BlackRock, Inc. (2022-2024);
Global Head of Corporate Strategy of
BlackRock, Inc. (2019-2022); Chief of
Staff to the CEO of BlackRock, Inc.
(2017-2019).
Trent Walker
(1974)
Treasurer and Chief
Financial Officer
(since 2020).
Managing Director of BlackRock, Inc.
(since 2019); Chief Financial Officer
of iShares Delaware Trust Sponsor
LLC, BlackRock Funds, BlackRock
Funds II, BlackRock Funds IV,
BlackRock Funds V and BlackRock
Funds VI (since 2021).
34
Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Aaron Wasserman
(1974)
Chief Compliance
Officer (since 2023).
Managing Director of BlackRock, Inc.
(since 2018); Chief Compliance
Officer of the BlackRock Multi-Asset
Complex, the BlackRock Fixed-
Income Complex and the Exchange-
Traded Fund Complex (since 2023);
Deputy Chief Compliance Officer for
the BlackRock Multi-Asset Complex,
the BlackRock Fixed-Income
Complex and the Exchange-Traded
Fund Complex (2014-2023).
Marisa Rolland
(1980)
Secretary (since
2022).
Managing Director of BlackRock, Inc.
(since 2023); Director of BlackRock,
Inc. (2018-2022).
Rachel Aguirre
(1982)
Executive Vice
President (since
2022).
Managing Director of BlackRock, Inc.
(since 2018); Head of U.S. iShares
Product (since 2022); Head of EII U.S.
Product Engineering of BlackRock,
Inc. (since 2021); Co-Head of EII’s
Americas Portfolio Engineering of
BlackRock, Inc. (2020-2021); Head of
Developed Markets Portfolio
Engineering of BlackRock, Inc. (2016-
2019).
Jennifer Hsui
(1976)
Executive Vice
President (since
2022).
Managing Director of BlackRock, Inc.
(since 2009); Co-Head of Index
Equity of BlackRock, Inc. (since
2022).
James Mauro
(1970)
Executive Vice
President (since
2021).
Managing Director of BlackRock, Inc.
(since 2010); Head of Fixed Income
Index Investments in the Americas
and Head of San Francisco Core
Portfolio Management of BlackRock,
Inc. (since 2020).
The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the
attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds' investment adviser, other service providers, counsel and the independent
registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees. A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a
Board member of the Funds and the other funds in the Trust (and any predecessor funds), other investment funds, public companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief
discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he or she should serve (or continue to serve) as a Trustee.
Robert S. Kapito has been a Trustee of the Trust since 2009. Mr. Kapito has also served as a Director of iShares, Inc. since
2009, a Trustee of iShares U.S. ETF Trust since 2011 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of
BlackRock, Inc. and BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight
35
of BlackRock's key operating units, including
Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito
served as Vice Chairman of BlackRock, Inc. and Head of BlackRock's Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito
serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children's Cancer Fund since 2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an
MBA degree from Harvard Business School in 1983.
Stephen Cohen has been a Trustee of the Trust since 2024. Mr. Cohen has also served as a Director of iShares, Inc. and a
Trustee of iShares U.S. ETF Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management (UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,
Senior Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform, aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,
Active, and Private Markets. Before assuming his current role in January 2024, Mr. Cohen served as the Head of Europe, Middle East and Africa from 2021, leading BlackRock in the region. He was previously Head of the iShares, Index and Wealth
businesses in EMEA, overseeing BlackRock's relationships with wealth management firms and platforms, the development and distribution of active and index investments, and the firm’s equity index portfolio management capability in the region. Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income
and iShares, and then, in 2016, as Global Head of Fixed Income Indexing. Prior to BlackRock, Mr. Cohen was Global Head of Equity Linked Strategy at Nomura Holdings, Inc. Mr. Cohen’s career began at UBS in 1996 before he joined ING Barings in
2003, having served as Director, Fixed Income at each firm. Mr. Cohen earned a Bachelor of Science degree in Economics from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities
Registered Representative, and an IFPR Material Risk Taker.
John E. Kerrigan has been a Trustee of the Trust since 2005 and Chair of the Trust's Board since 2022. Mr. Kerrigan has also
served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Equity Plus and Nominating and Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr. Kerrigan
served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan has served as Chief Investment Officer of Santa Clara University since 2002. Mr.
Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United
States. Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.
Jane D. Carlin has been a Trustee of the Trust since 2015 and Chair of the Risk Committee since 2016. Ms. Carlin has also
served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2015, and Chair of the Risk Committee of each Board since 2016. Ms. Carlin has served as a consultant since 2012 and formerly served as Managing Director and Global
Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served
as Managing Director and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of experience in the financial
sector and has served in a number of legal, regulatory, and risk management positions. Ms. Carlin has served as a member of the Audit Committee and as a Director of The Hanover Insurance Group, Inc., each since 2016, and as Chair of the Audit
Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018, Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH Corporation from 2012 to 2018.
She previously served as a Director on the Boards of Astoria Financial Corporation and Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial
Services Sector Coordinating Council for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice Chair and Chair of the
Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.
Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the Audit Committee of the Trust since 2019. Mr.
Fagnani has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017, and Chair of the Audit Committee of each Board since 2019. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and
iShares, Inc. from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016,
36
most recently as the U.S. asset management audit
practice leader responsible for setting strategic direction and execution of the operating plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani
served as an Audit Partner at Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member
of the School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One Generation Away, a non-profit which works to
bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS degree in Accounting from LaSalle University.
Cecilia H. Herbert has been a Trustee of the Trust since 2005 and Chair of the Equity Plus
and Nominating and Governance Committees of the Trust since 2022. Ms. Herbert has also served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Trust's Board from 2016 to 2021, and Chair of the Equity Plus and Nominating and
Governance Committees of each Board since 2022. Ms. Herbert served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Previously, Ms. Herbert served as Trustee of the Montgomery Funds from 1992 to 2003, the Pacific Select
Funds from 2004 to 2005, the Forward Funds from 2009 to 2018, the Salient Funds from 2015 to 2018 and the Thrivent Church Loan and Income Fund from 2019 to 2022. She has served as a member of the Finance, Audit and Quality Committees and
Trustee of Stanford Health Care since 2016 and became Chair of the Finance Committee of Stanford Health Care in 2019. She has served as a Trustee of WNET, New York’s public
media station, since 2011 and a Member of its Audit Committee since 2018. She was appointed to the Wyoming State Investment Funds Committee in 2022. She became a member of the Governing Council of the Independent Directors Council in 2018. She served as a Director of the Senior Center
of Jackson Hole from 2020 to 2023 and of the Jackson Hole Center for the Arts since 2021. She was President of the Board of Catholic Charities CYO, the largest social services agency in the San Francisco Bay Area, from 2007 to 2011 and a member of
that board from 1992 to 2013. From 1973 to 1990 she worked at J.P. Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director and Head of the West Coast Office. Ms. Herbert has
been on numerous non-profit boards, chairing investment and finance committees. She holds a double major in economics and communications from Stanford University and an MBA from Harvard Business School.
Drew E. Lawton has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee of the Trust since 2017. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust, and Chair of the 15(c) Committee of each Board since 2017. Mr. Lawton also served as an Advisory Board Member of the Trust, iShares, Inc. and iShares U.S. ETF
Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also served as a member of the Compensation
and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in various capacities at New York Life Insurance Company from 2010 to 2015,
most recently as a Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.
Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr. Lawton has a BA degree in
Administrative Science from Yale University and an MBA from University of North Texas.
John E. Martinez has been a Trustee of the Trust since 2003 and Chair of the Securities Lending Committee of the Trust since 2019. Mr. Martinez has also served as a Director of iShares, Inc. since 2003, a Trustee of iShares U.S. ETF Trust since 2011, and Chair of the Securities Lending Committee of each Board since 2019. Mr. Martinez served as a Director of iShares MSCI Russia
Capped ETF, Inc. from 2010 to 2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services to this privately held
firm that develops products and strategies for homeowners in managing the equity in their homes. From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through
oversight of BGI’s worldwide activities. Mr. Martinez also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI, Chairman of Barclays Global Investor Services and Chief Executive Officer of the Capital Markets
Group of BGI. From 2003 to 2012, he was a Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners.
Mr. Martinez has an AB degree in economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The University of Chicago Booth School of Business.
Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Fixed Income Plus Committee of the Trust since
2019. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2011, and Chair of the Fixed Income Plus Committee of each Board since 2019. Mr. Rajan served as a Director of iShares MSCI Russia Capped
37
ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean
and George Pratt Shultz Professor of Accounting at the University of Chicago Booth School of Business and also serves as Chair of the Board for the Center for Research in Security
Prices, LLC, an affiliate of the University of Chicago Booth School of Business, since 2020. He has served on the Advisory Board of C.M. Capital Corporation since 2016 and as a Director of C.M. Capital Corporation since 2020. Mr. Rajan has served as a director of
WellBe Senior Medical since 2023. From 2001 to 2017, Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April 2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for over 25 years to undergraduate, MBA and law students, as well as to
senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost
Accounting: A Managerial Emphasis,” a leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD
degrees in Accounting from Carnegie Mellon University.
Board – Leadership Structure and Oversight Responsibilities
Overall responsibility for oversight of the Funds rests with the Board. The Board has engaged
BFA to manage the Funds on a day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Funds in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trust’s charter. The Board is currently composed of nine members, seven of whom are Independent Trustees. The Board currently conducts regular in
person meetings four times a year. In addition, the Board frequently holds special in person or telephonic meetings or informal conference calls to discuss specific matters that
may arise or require action between regular meetings. The Independent Trustees meet regularly outside the presence of management, in executive session or with other service providers to the Trust.
The Board has appointed an Independent Trustee to serve in the role of Board Chair. The Board Chair’s role is to preside at all meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The
Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c) Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus Committee to
assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time the Board may establish ad hoc committees or informal working groups
to review and address the policies and practices of the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service
providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each
standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over
management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to enhance effective oversight.
Day-to-day risk management with respect to the Funds is the responsibility of BFA or other
service providers (depending on the nature of the risk), subject to the supervision of BFA. Each Fund is subject to a number of risks, including investment, compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk
management functions performed by BFA and other service providers, as applicable, it is not possible to identify and eliminate all of the risks applicable to the Funds. The Trustees have an oversight role in this area, satisfying themselves that risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s
general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk management issues are specifically addressed in presentations and discussions. For example, BFA has an independent dedicated
Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their
analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds. The Board, directly or through a committee, also reviews reports from, among others, management and the independent
registered public accounting firm for the Trust, as appropriate, regarding risks faced by each Fund and management’s risk functions. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Trust's
compliance program, including assessments by independent third parties, and reports to the Board regarding compliance matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief
38
Compliance Officer (and his or her delegates)
assesses key compliance risks affecting each Fund, and addresses them in periodic reports to the Board. In addition, the Audit Committee meets with both the Funds' independent
registered public accounting firm and BFA’s internal audit group to review risk controls in place that support each Fund as well as test results. Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board. The
Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities. From time to time, the Board may modify the manner in
which it conducts risk oversight. The Board’s oversight role does not make it a guarantor of the Funds' investment performance or other activities.
Committees of the Board of Trustees. The members of the Audit Committee are Richard L. Fagnani (Chair), Cecilia H. Herbert and Madhav V. Rajan, each of whom is an Independent Trustee. The purposes of the Audit Committee are to assist the
Board (i) in its oversight of the Trust's accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust;
(ii) in its oversight of the Trust's financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the independent
accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in complying with legal and regulatory requirements
that relate to the Trust's accounting and financial reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by the Board. The Audit Committee met ____ times during
the fiscal year ended ______.
The members of the Nominating and Governance Committee are Cecilia H. Herbert (Chair), Madhav V. Rajan and Drew E. Lawton,
each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for Independent Trustee membership on the Board and recommends appointments to
the Advisory Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current Independent
Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent Trustees and/or for election as Independent Trustees by shareholders to fill
any vacancy for a position of Independent Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current
Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v) periodic review of the Board's retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for their
services as Trustees, members or chairpersons of committees of the Board, Board Chair and any other positions as the Nominating and Governance Committee considers appropriate. The
Nominating and Governance Committee does not consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any other capacity). The Nominating and Governance Committee met ____ times during the fiscal year ended ______.
Each Independent Trustee serves on the 15(c) Committee. The Chair of the 15(c) Committee is Drew E. Lawton. The principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for the annual
review and renewal of the Trust's advisory and sub-advisory agreements. These responsibilities include: (i) meeting with BlackRock, Inc. in advance of the Board meeting at which the Trust's advisory and sub-advisory agreements are to be
considered to discuss generally the process for providing requested information to the Board and the format in which information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as
may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the Trust. The 15(c) Committee met ____ times during the fiscal year ended ______.
The members of the Securities Lending Committee are John E. Martinez (Chair), Jane D. Carlin and Drew E. Lawton, each of
whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to support, oversee and organize on behalf of the Board the process for oversight of the Trust's securities lending activities. These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and consideration prior to such
information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such other matters and information as may be necessary and appropriate for the Board to oversee the Trust's securities lending activities and make
required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual approval of the Trust's Securities Lending Guidelines and the required findings with respect to, and annual approval of, the Trust's agreement
with the securities lending agent. The Securities Lending Committee met ____ times during the fiscal year ended ______.
The members of the Equity Plus Committee are Cecilia H. Herbert (Chair), John E. Martinez and
Drew E. Lawton, each of whom is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support, oversee and
39
organize on behalf of the Board the process for
oversight of Trust performance and related matters for equity funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market
trading and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing
a report or recommendation to the Board as appropriate. The Equity Plus Committee met ____ times during the fiscal year ended ______.
The members of the Fixed Income Plus Committee are Madhav V. Rajan (Chair), Jane D. Carlin
and Richard L. Fagnani, each of whom is an Independent Trustee. The principal responsibilities of the Fixed Income Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for
fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the
Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing a report or recommendation to the Board as appropriate. The Fixed Income Plus
Committee met ____ times during the fiscal year ended ______.
The members of the Risk Committee are Jane D. Carlin (Chair), Richard L. Fagnani and John E. Martinez, each of whom is an
Independent Trustee. The principal responsibility of the Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most effectively structure itself to oversee them. The Risk Committee
commenced on January 1, 2016. The Risk Committee met ____ times during the fiscal year ended ______.
As the Chair of the Board, John E. Kerrigan may serve as an ex-officio member of each
Committee.
The following table sets forth, as of December 31, 2023, the
dollar range of equity securities beneficially owned by each Trustee in the Funds and in other registered investment companies overseen by the Trustee within the same family of
investment companies as the Trust. If a fund is not listed below, the Trustee did not own any securities in that fund as of the date indicated above:
Name
Fund
Dollar Range of
Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Trustee
in Family of
Investment
Companies
Robert S. Kapito
None
None
None
Stephen Cohen1
None
None
None
John E. Kerrigan
iShares Core MSCI Emerging Markets ETF
$10,001-$50,000
Over $100,000
iShares Core S&P 500 ETF
Over $100,000
iShares ESG Aware MSCI EAFE ETF
$10,001-$50,000
iShares ESG Aware MSCI EM ETF
$1-$10,000
iShares ESG Aware MSCI USA ETF
$10,001-$50,000
iShares ESG Aware MSCI USA Small-Cap ETF
$1-$10,000
iShares Exponential Technologies ETF
Over $100,000
iShares Genomics Immunology and Healthcare
ETF
$50,001-$100,000
iShares Global Clean Energy ETF
Over $100,000
iShares Global Infrastructure ETF
Over $100,000
iShares MSCI ACWI ex U.S. ETF
Over $100,000
iShares MSCI EAFE Growth ETF
$10,001-$50,000
40
Name
Fund
Dollar Range of
Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Trustee
in Family of
Investment
Companies
iShares MSCI EAFE Value ETF
$10,001-$50,000
iShares MSCI Emerging Markets ex China ETF
$1-$10,000
iShares MSCI KLD 400 Social ETF
$10,001-$50,000
iShares MSCI USA ESG Select ETF
$1-$10,000
iShares MSCI USA Min Vol Factor ETF
$1-$10,000
iShares MSCI USA Quality Factor ETF
$10,001-$50,000
iShares S&P 500 Growth ETF
$1-$10,000
iShares U.S. Infrastructure ETF
$1-$10,000
iShares U.S. Technology ETF
$10,001-$50,000
Jane D. Carlin
iShares Core MSCI EAFE ETF
$50,001-$100,000
Over $100,000
iShares Core MSCI Emerging Markets ETF
Over $100,000
iShares Core S&P 500 ETF
$50,001-$100,000
iShares Core S&P Small-Cap ETF
$50,001-$100,000
iShares MSCI ACWI ex U.S. ETF
$50,001-$100,000
iShares Select Dividend ETF
$10,001-$50,000
Richard L. Fagnani
iShares Core Dividend Growth ETF
$50,001-$100,000
Over $100,000
iShares Core MSCI EAFE ETF
$50,001-$100,000
iShares Core MSCI International Developed
Markets ETF
$50,001-$100,000
iShares Core S&P 500 ETF
Over $100,000
iShares Core S&P Small-Cap ETF
Over $100,000
iShares Core S&P Total U.S. Stock Market ETF
Over $100,000
iShares Core S&P U.S. Growth ETF
Over $100,000
iShares Morningstar Growth ETF
Over $100,000
iShares Morningstar Mid-Cap Value ETF
$10,001-$50,000
iShares MSCI Intl Momentum Factor ETF
$50,001-$100,000
iShares MSCI Intl Value Factor ETF
$50,001-$100,000
iShares U.S. Real Estate ETF
$10,001-$50,000
Cecilia H. Herbert
iShares 1-5 Year Investment Grade Corporate
Bond ETF
Over $100,000
Over $100,000
iShares 5-10 Year Investment Grade Corporate
Bond ETF
Over $100,000
iShares Core Dividend Growth ETF
$50,001-$100,000
iShares Core MSCI Total International Stock ETF
$10,001-$50,000
41
Name
Fund
Dollar Range of
Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Trustee
in Family of
Investment
Companies
iShares Core S&P 500 ETF
Over $100,000
iShares Core S&P U.S. Growth ETF
Over $100,000
iShares Core S&P U.S. Value ETF
Over $100,000
iShares MSCI USA Value Factor ETF
Over $100,000
iShares Preferred and Income Securities ETF
$1-$10,000
Drew E. Lawton
iShares 20+ Year Treasury Bond BuyWrite Strategy
ETF
$50,001-$100,000
Over $100,000
iShares Biotechnology ETF
$50,001-$100,000
iShares Core Dividend Growth ETF
Over $100,000
iShares Core MSCI Total International Stock ETF
$10,001-$50,000
iShares Core S&P Total U.S. Stock Market ETF
Over $100,000
iShares Expanded Tech Sector ETF
$50,001-$100,000
iShares Exponential Technologies ETF
Over $100,000
iShares Global Financials ETF
$10,001-$50,000
iShares S&P GSCI Commodity-Indexed Trust
Over $100,000
iShares U.S. Financial Services ETF
$10,001-$50,000
iShares U.S. Financials ETF
$10,001-$50,000
iShares U.S. Healthcare ETF
Over $100,000
John E. Martinez
BlackRock Ultra Short-Term Bond ETF
Over $100,000
Over $100,000
iShares Core MSCI International Developed
Markets ETF
$10,001-$50,000
iShares Core S&P 500 ETF
Over $100,000
iShares Core S&P Small-Cap ETF
Over $100,000
iShares Global Consumer Staples ETF
Over $100,000
iShares Russell 1000 ETF
Over $100,000
iShares Russell 1000 Value ETF
Over $100,000
iShares Russell 2000 ETF
Over $100,000
Madhav V. Rajan
iShares Core MSCI International Developed
Markets ETF
Over $100,000
Over $100,000
iShares Core S&P 500 ETF
Over $100,000
1
Appointed to serve as an Interested Trustee effective March 5, 2024.
As of December 31, 2023, none of
the Independent Trustees or their immediate family members owned beneficially or of record any securities of BFA (the Funds' investment adviser), the Distributor or any person
controlling, controlled by or under common control with BFA or the Distributor.
42
Remuneration of Trustees and
Advisory Board Members. Effective January 1, 2024, each current Independent Trustee is
paid an annual retainer of $455,000 for his or her services as a Board member to the BlackRock-advised Funds in the Exchange-Traded Fund Complex, together with out-of-pocket expenses in accordance with the Board’s policy on travel and
other business expenses relating to attendance at meetings. The annual retainer for services as an Advisory Board Member is the same as the annual retainer for services as a Board
member. The Independent Chair of the Board is paid an additional annual retainer of $125,000. The Chair of each of the Equity Plus Committee, Fixed Income Plus Committee, Securities Lending
Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual retainer of $35,000. The Chair of each of the Audit Committee and Risk Committee is
paid an additional annual retainer of $50,000. Each Independent Trustee that served as a director of subsidiaries of the Exchange-Traded Fund Complex is paid an additional annual retainer of $10,000 (plus an additional $1,765 paid annually to compensate for taxes due in the Republic of
Mauritius in connection with such Trustee’s service on the boards of certain Mauritius-based subsidiaries).
The table below sets forth the compensation earned by each Independent Trustee and Interested
Trustee for services to each Fund for the fiscal year ended __________ and the aggregate compensation paid to them for services to the Exchange-Traded Fund Complex for the calendar year ended December 31, 2023.
Name
iShares Large
Cap
Max Buffer Mar ETF
iShares Large
Cap
Max Buffer Jun ETF
iShares Large
Cap
Max Buffer Sep ETF
iShares Large Cap
Max Buffer Dec ETF
Independent Trustees:
Jane D. Carlin
$___
$___
$___
$___
Richard L. Fagnani
___
___
___
___
Cecilia H. Herbert
___
___
___
___
John E. Kerrigan
___
___
___
___
Drew E. Lawton
___
___
___
___
John E. Martinez
___
___
___
___
Madhav V. Rajan
___
___
___
___
Interested Trustees:
Robert S. Kapito
$___
$___
$___
$___
Stephen Cohen1
___
___
___
___
Salim Ramji2
___
___
___
___
Name
Pension
or
Retirement Benefits
Accrued As Part
of Trust
Expenses3
Estimated
Annual Benefits
Upon
Retirement3
Total Compensation
From the Funds
and Fund
Complex4
Independent Trustees:
Jane D. Carlin
Not Applicable
Not Applicable
$485,000
Cecilia H. Herbert
Not Applicable
Not Applicable
500,000
Richard L. Fagnani
Not Applicable
Not Applicable
496,764
John E. Kerrigan
Not Applicable
Not Applicable
565,000
Drew E. Lawton
Not Applicable
Not Applicable
481,764
John E. Martinez
Not Applicable
Not Applicable
470,000
Madhav V. Rajan
Not Applicable
Not Applicable
470,000
Interested Trustees:
Robert S. Kapito
Not Applicable
Not Applicable
$0
Stephen Cohen1
Not Applicable
Not Applicable
0
Salim Ramji2
Not Applicable
Not Applicable
0
1
Appointed to serve as an Interested Trustee effective March 5, 2024.
No Trustee or officer is entitled to any pension or retirement benefits from the Trust.
4
Also includes compensation for service on the Board of Trustees of iShares U.S. ETF Trust and
the Board of Directors of iShares, Inc.
Control Persons and Principal Holders of Securities. Ownership information is not provided for the Funds, as they have not commenced operations as of the date of this
SAI.
Conflicts of Interest. Certain activities of BFA, BlackRock, Inc. and the other subsidiaries of BlackRock, Inc.
(collectively referred to in this section as “BlackRock”) and their respective directors,
officers and employees, with respect to the Funds and/or other accounts managed by BlackRock, may give rise to actual or perceived conflicts of interest such as those described below.
BlackRock is one of the world's largest asset management firms. BlackRock, its subsidiaries and their respective directors, officers and employees, including the business units or entities and personnel who may be involved in the investment
activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed-income securities, cash and alternative investments, and have interests other than that of managing the Funds. These are
considerations of which investors in a Fund should be aware, and which may cause conflicts of interest that could
disadvantage a Fund and its shareholders. These businesses and interests include potential multiple advisory, financial and other relationships with, or interests in, companies and interests in securities or other instruments that may be purchased or
sold by a Fund.
BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate
accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also
a major participant in the global currency, equities, swap and fixed-income markets, in each case, for the accounts of clients and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same
securities, currencies, and instruments in which a Fund invests. Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests, which could have an adverse impact on a Fund's performance.
Such transactions, particularly in respect of most proprietary accounts or client accounts, will be executed independently of a Fund's transactions and thus at prices or rates that
may be more or less favorable than those obtained by the Fund.
When BlackRock seeks to purchase or sell the same assets for managed accounts, including a Fund, the assets actually
purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition,
transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or
otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to small-capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts
when investment decisions regarding a Fund are based on research or other information that is also used to support decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account ahead
of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other factors could result in the Fund receiving less favorable
trading results and the costs of implementing such decisions or strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect
to implement internal policies and procedures designed to limit such consequences, which may cause a Fund to be unable to engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do so.
Conflicts may
also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For example, the sale of a long position or establishment of a short
position by a Fund may impair the price of the same security sold short by (and therefore benefit) BlackRock or its other accounts or funds, and the purchase of a security or
covering of a short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) BlackRock or its other accounts or funds. In addition, to the extent permitted by applicable law, certain Funds may invest their assets in
other funds advised by BlackRock, including funds that are managed by one or more of the same portfolio managers, which could result in conflicts of interest relating to asset allocation, timing of Fund purchases and sales, and increased
remuneration and profitability for BlackRock, and/or its personnel, including portfolio managers.
In certain circumstances, BlackRock, on behalf of the Funds, may seek to buy from or sell
securities to another fund or account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients
44
(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party's investment objectives
and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit
BlackRock’s decision to engage in these transactions for the Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in
such transactions. On any occasion when a Fund participates in a cross trade, BlackRock will comply with procedures adopted under applicable rules and SEC guidance.
BlackRock and its clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and those
activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of a Fund's investments may be negatively impacted by the activities of BlackRock or its clients, and transactions for the Fund may be impaired or
effected at prices or terms that may be less favorable than would otherwise have been the case.
The results of a Fund’s investment activities may differ significantly from the results achieved by BlackRock for its proprietary accounts or other accounts (including investment companies or collective investment vehicles) which it manages or advises.
It is possible that one or more accounts managed or advised by BlackRock and such other accounts will achieve investment results that are substantially more or less favorable than the results achieved by a Fund. Moreover, it is possible that a Fund will sustain losses during periods in which one or more proprietary or other accounts managed or advised by BlackRock
achieve significant profits. The opposite result is also possible.
From time to time, a Fund may be restricted from purchasing or selling securities, or from
engaging in other investment activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or advised by BlackRock, and/or the internal policies of BlackRock designed to comply with such requirements. As a result,
there may be periods, for example, when BlackRock will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.
For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may limit the investment opportunities for a Fund in certain emerging and other markets in which limitations are imposed upon
the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.
In connection with its management of a Fund, BlackRock may have access to certain fundamental
analysis and proprietary technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on behalf of a Fund in accordance with such analysis and models. In addition, BlackRock will not have any obligation to make
available any information regarding its proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of a Fund and it is not anticipated that BlackRock will have
access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict
with the transactions and strategies employed by BlackRock in managing a Fund.
The Funds may be included in investment models developed by BlackRock for use by clients and financial advisors. To the extent clients invest in these investment models and increase the assets under management of the Funds, the investment
management fee amounts paid by the Funds to BlackRock may also increase. The price, availability and liquidity of a Fund may be impacted by purchases and sales of the Fund by model-driven investment portfolios, as well as by BlackRock itself and
by its advisory clients.
In addition, certain principals and certain
employees of a Fund’s investment adviser are also principals or employees of other business units or entities within BlackRock. As a result, these principals and employees
may have obligations to such other business units or entities or their clients and such obligations to other business units or entities or their clients may be a consideration of which investors in a Fund should be aware.
BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of a Fund in which
clients of BlackRock or, to the extent permitted by the SEC and applicable law, BlackRock serves as the counterparty, principal or issuer. In such cases, such party's interests in the transaction will be adverse to the interests of the Fund, and such party may have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the transactions.
In addition, the purchase, holding and sale of such investments by a Fund may enhance the profitability of BlackRock.
BlackRock may also create, write or issue derivatives for clients based on the underlying securities, currencies or instruments in which a Fund may invest or on the performance of the Fund. An entity in which BlackRock has a significant minority
interest will create, write or issue options which may be based on the performance of certain Funds. BlackRock has the right
45
to receive a portion of the gross revenue earned
by such entity. Options writing by such entity on a Fund could potentially lead to increased purchase activity with respect to the Fund and increased assets under management for
BlackRock.
BlackRock has entered into an arrangement with Markit Indices
Limited, the index provider for underlying fixed-income indexes used by certain iShares funds, related to derivative fixed-income products that are based on such iShares funds.
BlackRock may receive certain payments for licensing intellectual property belonging to BlackRock and for facilitating the provision of data in connection with such derivative products, which may include payments based on the trading volumes of,
or revenues generated by, the derivative products. However, BlackRock will not receive any such payments on those derivative products utilized by the Funds or other BlackRock funds or accounts. Other funds and accounts managed by BlackRock may from
time to time transact in such derivative products, which could contribute to the viability or success of such derivative products by making them more appealing to funds and
accounts managed by third parties, and in turn lead to increased payments to BlackRock. Trading activity in such derivative products could also potentially lead to increased
purchase activity with respect to these iShares funds and increased assets under management for BlackRock.
A Fund may, subject to applicable law, purchase investments that are the subject of an
underwriting or other distribution by BlackRock and may also enter into transactions with other clients of BlackRock where such other clients have interests adverse to those of the Fund.
At times, these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to take actions adverse to the interests of a Fund. To the extent such transactions are permitted, a Fund will deal with BlackRock on an arm’s-length basis.
To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other
commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, mark-downs, financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or
profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock, including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to BlackRock and
such sales personnel, which may have an adverse effect on the Funds. Index based funds may use an index provider that is affiliated with another service provider of a Fund or BlackRock that acts as a broker, dealer, agent, lender or in other
commercial capacities for a Fund or BlackRock.
Subject to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees and other
amounts that they receive in connection with their service to the Funds as broker, dealer, agent, lender, adviser or in other commercial capacities. No accounting to the Funds or their shareholders will be required, and no fees or other compensation
payable by the Funds or their shareholders will be reduced by reason of receipt by BlackRock of any such fees or other amounts.
When
BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Funds, BlackRock may take commercial steps in its own interests, which may
have an adverse effect on the Funds. A Fund will be required to establish business relationships with its counterparties based on the Fund's own credit standing. BlackRock will not
have any obligation to allow its credit to be used in connection with a Fund's establishment of its business relationships, nor is it expected that the Fund's counterparties will rely on the credit of BlackRock in evaluating the Fund's creditworthiness.
BTC, an affiliate of BFA pursuant to SEC exemptive relief, acts as securities lending agent
to, and receives a share of securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,
including but not limited to: (i) BlackRock as securities lending agent may have an incentive to, among other things, increase or decrease the amount of securities on loan or to lend particular securities in order to generate additional risk-adjusted
revenue for BlackRock and its affiliates; and (ii) BlackRock as securities lending agent may have an incentive to allocate loans to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this
conflict by providing its securities lending clients with equal lending opportunities over time in order to approximate pro rata
allocation.
As part of its securities lending program, BlackRock indemnifies the Funds and certain other
clients and/or funds against a shortfall in collateral in the event of borrower default. On a regular basis, BlackRock calculates the potential dollar exposure of collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending
program. BlackRock establishes program-wide borrower limits (“credit limits”) to actively manage
borrower-specific credit exposure. BlackRock oversees the
46
risk model that calculates projected collateral
shortfall values using loan-level factors such as loan and collateral type and market value as well as specific borrower credit characteristics. When necessary, BlackRock may
adjust securities lending program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending
activity BlackRock may conduct at any given point in time by reducing the volume of lending opportunities for certain loans (including by asset type, collateral type and/or revenue profile).
BlackRock uses a predetermined systematic process in order to approximate pro rata allocation over time. In order to allocate a loan to a portfolio: (i) BlackRock as a whole must have sufficient lending
capacity pursuant to the various program limits (i.e., indemnification exposure limit and borrower credit limits); (ii) the lending portfolio must hold the asset at the time a
loan opportunity arrives; and (iii) the lending portfolio must also have enough inventory, either on its own or when aggregated with other portfolios into one single market delivery, to satisfy the loan request. In doing so, BlackRock seeks to
provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for
individual clients may vary due to asset mix, asset/liability spreads on different securities, and the overall limits imposed by the firm.
BlackRock may decline to make a securities loan on behalf of a Fund, discontinue lending on behalf of a Fund or terminate a securities loan on behalf of a Fund for any reason, including but not limited to regulatory requirements and/or market rules,
liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending opportunities for certain types of loans, loans in particular markets, loans of particular securities or types of securities, or for loans overall.
Purchases and sales of securities and other assets for a Fund may be bunched or aggregated with orders for other BlackRock client accounts, including with accounts that pay different transaction costs solely due to the fact that they have different
research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that bunching or aggregating is not practicable or
required, or in cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of
securities purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of
the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order.
Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or
personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in BlackRock's view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to
futures, fixed-price offerings and OTC transactions). Such research or other services may include, to the extent permitted by law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy
analysis; trade industry seminars; computer data bases; research-oriented software and other services and products. Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BlackRock
client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker relating to the research or other service arrangements. Such products and services may disproportionately benefit other
BlackRock client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other BlackRock client accounts. For example, research or other services that are paid for through one client's commissions
may not be used in managing that client's account. In addition, other BlackRock client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that
may be provided to the Funds and to such other BlackRock client accounts. To the extent that BlackRock uses soft dollars, it will not have to pay for those products and services itself.
BlackRock does not currently enter into arrangements to use the Funds' assets for, or
participate in, soft dollars, although BlackRock may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To the extent that BlackRock receives research on this basis, many of the same conflicts related to
traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by
47
BlackRock. BlackRock, unless prohibited by
applicable law, may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of
research or other services BlackRock believes are useful in its investment decision-making process. BlackRock may from time to time choose not to engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also
enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer, and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides
research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same
conflicts related to traditional soft dollars may exist.
BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in
which BlackRock has an investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for
certain types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like
commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees may be paid by BlackRock even though incurred in connection with executing transactions on behalf of clients, including the
Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client
transactions.
BlackRock owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly created U.S. stock exchange. Transactions for a Fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue for
execution of orders placed by BlackRock traders on behalf of such Funds. In addition, transactions in Fund shares may be executed on MEMX if third party brokers select MEMX as the
appropriate venue for the execution of such orders.
BlackRock has adopted
policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions that it makes on behalf of advisory clients, including the Funds, and to
help ensure that such decisions are made in accordance with BlackRock's fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of BlackRock may have the effect of favoring the interests of other clients or
businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see the Proxy Voting Policy
section of this SAI.
It is also possible that, from time to time, BlackRock and/or its advisory clients (including other funds and separately
managed accounts) may, subject to compliance with applicable law, purchase and hold shares of a Fund. Increasing a Fund’s assets may enhance liquidity, investment flexibility and diversification and may contribute to economies of scale that tend to
reduce the Fund's expense ratio. BlackRock reserves the right, subject to compliance with applicable law, to sell into the market or redeem in Creation Units through an Authorized Participant at any time some or all of the shares of a Fund
acquired for its own accounts or the account of a BlackRock advisory client. A large sale or redemption of shares of a Fund by BlackRock itself or a BlackRock advisory client could significantly reduce the asset size of the Fund, which might have an
adverse effect on the Fund's liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the Fund.
It is possible that a Fund may invest in securities of, or engage in transactions with, companies in which BlackRock has
significant debt or equity investments or other interests. A Fund may also invest in issuances (such as structured notes) by entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the sale
of such issuances. In making investment decisions for a Fund, BlackRock is not permitted to obtain or use material non-public information acquired by any unit of BlackRock in the
course of these activities. In addition, from time to time, the activities of BlackRock may limit a Fund's flexibility in purchases and sales of securities. As indicated below,
BlackRock may engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.
BlackRock, its personnel and other financial service providers may have interests in promoting sales of the Funds. With respect to BlackRock and its personnel, the remuneration and profitability relating to services to and sales of the Funds or
other products may be greater than remuneration and profitability relating to services to and sales of certain funds or other products that might be provided or offered. BlackRock and its sales personnel may directly or indirectly receive a portion of
the fees and commissions charged to the Funds or their shareholders. BlackRock and its advisory or other personnel may also benefit from increased amounts of assets under management. Fees and commissions may also be higher than for other
48
products or services, and the remuneration and
profitability to BlackRock and such personnel resulting from transactions on behalf of or management of the Funds may be greater than the remuneration and profitability resulting
from other funds or products.
Third parties, including service providers to BlackRock or a Fund, may sponsor events (including, but not limited to,
marketing and promotional activities and presentations, educational training programs and conferences) for registered representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships
may defray the costs of such activities to BlackRock, and may provide an incentive to BlackRock to retain such third parties to provide services to a Fund.
BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the
valuation recommendations made for such clients' accounts may differ from the valuations for the same securities or investments assigned by a Fund's pricing vendors, especially if such valuations are based on broker-dealer quotes or other
data sources unavailable to the Fund's pricing vendors. While BlackRock will generally communicate its valuation information or determinations to a Fund's pricing vendors and/or fund accountants, there may be instances where the Fund's pricing
vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such security or investment determined or recommended by BlackRock.
As disclosed in more detail in the Determination of Net Asset Value section in this SAI, when market quotations are not readily available or are believed by BFA to be unreliable, each
Fund’s investments are valued at fair value by BFA. BFA has been designated as each Fund’s valuation designee pursuant to Rule 2a-5 under the Investment Company Act and
acts through BFA’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BFA
pricing committees and in accordance with BFA’s policies and procedures (the “Valuation Procedures”). When determining a
“fair value price,” the 2a-5 Committee seeks to determine the price that a Fund might reasonably expect to receive from the current sale of
that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what a Fund might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity. While fair value
determinations will be based upon all available factors that BFA deems relevant at the time of the determination, and may be based on analytical values determined by BFA using proprietary or third-party valuation models, fair value represents only a
good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of its shares at NAV, at a time when a holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of diluting or increasing the economic
interest of existing shareholders and may affect the amount of revenue received by BFA with respect to services for which it receives an asset-based fee.
To the extent permitted by applicable law, a Fund may invest all or some of its short-term cash investments in any money
market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments, a Fund, to the extent permitted by the 1940 Act, may pay its share of expenses of a money market fund or other similarly-managed private fund in which it invests, which may result in a Fund bearing some additional expenses.
BlackRock and its directors, officers and employees, may buy and sell securities or other investments for their own accounts and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading and
investment strategies or constraints, positions may be taken by directors, officers and employees that are the same, different from or made at different times than positions taken for a Fund. To lessen the possibility that a Fund will be adversely
affected by this personal trading, each Fund, BFA and BlackRock have each adopted a code of ethics in compliance with Section 17(j) of the 1940 Act that restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding a Fund's portfolio transactions. Each code of ethics is available
by contacting BlackRock at the telephone number on the back cover of each Fund’s Prospectus or by accessing the EDGAR Database on the SEC's Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by
e-mail at publicinfo@sec.gov.
BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that a
Fund may in accordance with rules or guidance adopted under the 1940 Act engage in transactions with another Fund or accounts that are affiliated with a Fund as a result of common officers, directors, or investment advisers or pursuant to
exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in circumstances in which BlackRock determined that it would be appropriate for a Fund to purchase and another client of BlackRock to sell, or
49
a Fund to sell and another client of BlackRock to
purchase, the same security or instrument on the same day. From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to BlackRock
and/or BlackRock's internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods when BlackRock
may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in certain securities or instruments issued by or related to companies
for which BlackRock is performing advisory or other services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management services
for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the company
(e.g., in connection
with participation in a creditors’ committee). Similar situations could arise if personnel of BlackRock serve as directors of companies the securities of which a Fund wishes
to purchase or sell. However, if permitted by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation of
appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies, are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are directors or officers of the
issuer.
The
investment activities of BlackRock for its proprietary accounts and for client accounts may also limit the investment strategies and rights of the Funds. For example, in certain
circumstances where the Funds invest in securities issued by companies that operate in certain regulated industries or in certain emerging or international markets, or are subject
to corporate or regulatory ownership restrictions, or invest in certain futures or other derivative transactions, there may be limits on the aggregate amount invested by BlackRock for their proprietary accounts and for client accounts (including the Funds)
that may not be exceeded without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause BlackRock, the Funds or other client accounts to suffer disadvantages or business restrictions.
If certain aggregate ownership thresholds are reached either through the actions of BlackRock or a Fund or as a result of third-party transactions, the ability of BlackRock, on behalf of clients (including the Funds), to purchase or dispose of
investments, or exercise rights or undertake business transactions, may be restricted by regulation or otherwise impaired. As a result, BlackRock, on behalf of its clients (including the Funds), may limit purchases, sell existing investments, or otherwise restrict, forgo or limit the exercise of rights (including transferring, outsourcing or limiting voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of potential regulatory or other
restrictions on ownership or other consequences resulting from reaching investment thresholds.
In those circumstances where ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably among clients (including the Funds), taking into consideration benchmark weight and
investment strategy. BlackRock has adopted certain controls designed to prevent the occurrence of a breach of any
applicable ownership threshold or limits, including, for example, when ownership in certain securities nears an applicable threshold, BlackRock may remove such securities from the list of Deposit Securities to be delivered to the Fund in connection
with purchases of Creation Units of such Fund and may limit purchases in such securities to the issuer's weighting in the applicable benchmark used by BlackRock to manage such Fund. If client (including Fund) holdings of an issuer exceed an
applicable threshold and BlackRock is unable to obtain relief to enable the continued holding of such investments, it may be necessary to sell down these positions to meet the applicable limitations. In these cases, benchmark overweight positions
will be sold prior to benchmark positions being reduced to meet applicable limitations.
In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory authorities, and such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect to such security or asset.
BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.
Under an ETF Services Agreement, certain Funds have retained BRIL, an Affiliate of BFA, to perform certain order processing, Authorized Participant communications, and related services in connection with the issuance and redemption of Creation Units
of the Funds (“ETF
Services”). BRIL will retain a portion of the standard transaction fee received from Authorized Participants on each creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock
collaborated with, and received payment from, Citibank, N.A. (“Citibank”) on the design and development of the
ETF Services platform. Citibank may have, or from time to time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.
50
In order to defray transaction expenses and
protect against possible shareholder dilution, the Funds may collect certain fees from Authorized Participants in connection with cash substitutions for creation and redemption
transactions. While BlackRock uses good faith estimates of the expected costs to the Funds in determining the rates for fees collected by the Funds related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the
collection of these fees. As these charges are based on estimates, where the charges exceed actual transaction costs incurred by a Fund, Fund performance could improve as a result. BlackRock has established processes to oversee the determination of
these estimates in an effort to mitigate this conflict.
BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Funds may seek to license and use
such indices as part of their investment strategy. Index based funds that seek to track the performance of securities indices also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent
permitted by applicable law), may be paid licensing fees for use of their index or index name. In instances where BlackRock charges a unitary management fee, BlackRock may have a financial incentive to use a BlackRock index that is less costly to
BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing acceptance in the marketplace for such indices. BlackRock is not obligated to license its indices to a Fund and the Funds are
under no obligation to use BlackRock indices. Any Fund that enters into a license for a BlackRock index cannot be assured that the terms of any index licensing agreement with BlackRock will be as favorable as those terms offered to other licensees.
BlackRock may enter into contractual arrangements with third-party service providers to a
Fund (e.g., custodians,
administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated with respect to a Fund. To the extent that BlackRock is responsible for paying service providers out of its fees that it receives from the Funds, the benefits of lower fees, including any fee discounts or concessions, or any additional savings, may accrue,
in whole or in part, to BlackRock, which could result in conflicts of interest relating to the use or termination of service providers to a Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party
service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating on behalf of both funds that have a unitary management fee and those that do not or different service providers have
different fee structures.
Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the
BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one client account over another.
BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/or information systems
used by Fund service providers. These systems are, or will be, used by a Fund service provider in connection with the provision of services to accounts managed by BlackRock and
funds managed and sponsored by BlackRock, including the Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for
the use of the systems. A Fund service provider’s payments to BlackRock for the use of these systems may enhance the profitability of BlackRock.
BlackRock’s receipt of fees from a service provider in connection with the use of
systems provided by BlackRock may create an incentive for BlackRock to recommend that a Fund enter into or renew an arrangement with the service provider.
In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock
may offer special pricing arrangements for certain services provided by BlackRock. Any such special pricing arrangements will not apply to the client’s investment in a Fund.
Present and future activities of BlackRock (including BFA), its directors, officers and employees, in addition to those described in this section, may give rise to additional conflicts of interest.
51
Investment Advisory, Administrative and Distribution Services
Investment Adviser. BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between the Trust, on behalf of
each Fund, and BFA. BFA is a California corporation indirectly owned by BlackRock, Inc. and is registered as an investment adviser under the Investment Advisers Act of 1940, as
amended. Under the investment advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages and administers the Trust and the investment of each Fund’s assets. BFA is responsible for placing purchase and
sale orders and providing continuous supervision of the investment portfolio of each Fund.
Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment
advisory or other services with respect to a Fund. In addition, BFA may delegate certain of its investment advisory functions under the investment advisory agreement to one or more of its affiliates to the extent permitted by applicable law. BFA may
terminate any or all sub-advisers or such delegation arrangements in its sole discretion upon appropriate notice at any time to the extent permitted by applicable law.
BFA is responsible, under the investment advisory agreement, for substantially all expenses of the Funds, including the cost
of transfer agency, custody, fund administration, legal, audit and other services. BFA is not responsible for, and the Funds will bear, the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of
portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or expenses, and litigation expenses and any extraordinary expenses (as determined by a majority of the Independent Trustees).
BFA may from time to time voluntarily waive and/or reimburse fees or expenses to reduce the
Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses, if any). Any such voluntary waiver or reimbursement may be eliminated by BFA at any time.
For its investment advisory services to each Fund, BFA is paid a management fee from each Fund based on a percentage of each
Fund's average daily net assets, at the annual rate of ____%.
The
investment advisory agreement with respect to each Fund continues in effect for two years from its effective date, and thereafter is subject to annual approval by (i) the Board, or
(ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a
majority of the Board members who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a meeting called for the purpose of voting on such approval.
The investment advisory agreement with respect to each Fund is terminable without penalty, on 60 days’ notice, by the Board or by a vote of the holders of a majority of the applicable Fund’s outstanding voting securities (as defined in the 1940 Act). The investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the
event of its assignment (as defined in the 1940 Act).
Portfolio Managers. As of ________, 2024, the individuals named as Portfolio Managers in the Funds' Prospectus were also
primarily responsible for the day-to-day management of other iShares funds and certain other types of portfolios and/or accounts as follows:
Jennifer Hsui
Types of Accounts
Number
Total Assets
Registered Investment Companies
___
$_____
Other Pooled Investment Vehicles
___
_____
Other Accounts
___
_____
52
Greg Savage
Types of Accounts
Number
Total Assets
Registered Investment Companies
___
$_____
Other Pooled Investment Vehicles
___
_____
Other Accounts
___
_____
Paul Whitehead
Types of Accounts
Number
Total Assets
Registered Investment Companies
___
$_____
Other Pooled Investment Vehicles
___
_____
Other Accounts
___
_____
Pursuant to BFA’s policy, investment opportunities are allocated equitably among
the Funds and other portfolios and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among
those portfolios and accounts, including the Funds, seeking such investment opportunity. As a consequence, from time to time each Fund may receive a smaller allocation of an investment opportunity than they would have if the Portfolio Managers
and BFA and its affiliates did not manage other portfolios or accounts.
Like the Funds, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. One or more of those other portfolios or accounts, however, may pay BFA or its affiliates a performance-based fee in lieu of, or in
addition to, an asset-based fee for its advisory services. A portfolio or account with a performance-based fee would pay BFA or its affiliates a portion of that portfolio’s or account’s gains, or would pay BFA or its affiliates more for its services than would otherwise be the case if BFA or any of its affiliates meets or exceeds specified performance targets. Performance-based
fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or
accounts, in order to earn larger fees. Although BFA and each of its affiliates have an obligation to allocate resources and opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Funds should be aware that,
as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may
result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.
The tables below shows, for each Portfolio Manager, the number of portfolios or accounts of
the types set forth in the above tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment management fees are based on the performance of those portfolios or accounts as of _______, 2024:
Jennifer Hsui
Types of Accounts
Number of Other
Accounts with
Performance Fees
Managed by Portfolio Manager
Aggregate
of Total Assets
Registered Investment Companies
___
___
Other Pooled Investment Vehicles
___
___
Other Accounts
___
___
Greg Savage
Types of Accounts
Number of Other Accounts
with Performance Fees
Managed by Portfolio Manager
Aggregate
of Total Assets
Registered Investment Companies
___
___
Other Pooled Investment Vehicles
___
___
Other Accounts
___
___
53
Paul Whitehead
Types of Accounts
Number of Other Accounts
with Performance Fees
Managed by Portfolio Manager
Aggregate
of Total Assets
Registered Investment Companies
___
___
Other Pooled Investment Vehicles
___
___
Other Accounts
___
___
Portfolio Manager Compensation Overview
The discussion below describes the Portfolio Managers' compensation as of ________,
2024.
BlackRock, Inc.'s financial arrangements with its portfolio
managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of
components and may vary from year to year based on a number of factors. The principal components of compensation
include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock, Inc.
Each portfolio manager receives base compensation based on their position with the firm, as well as retirement and other
benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of the
portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the team relative to the portfolios’ investment
objectives (which in the case of index ETFs would be how closely the ETF tracks its Underlying Index), and the individual’s performance and contribution to the overall
performance of these portfolios and BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be
granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance.
As of _________, 2024, the Portfolio Managers did not beneficially own shares of the Funds.
Codes of Ethics. The Trust, BFA and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act. The codes of
ethics permit personnel subject to the codes of ethics to invest in securities, subject to certain limitations, including securities that may be purchased or held by the Funds.
Each code of ethics is available by contacting BlackRock at the telephone number on the back cover of each Fund’s Prospectus or by accessing the EDGAR Database on the SEC's
Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at
publicinfo@sec.gov.
Anti-Money Laundering Requirements. The Funds are subject to the USA PATRIOT Act (the
“Patriot Act”). The Patriot Act is intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism
or other illicit activities. Pursuant to requirements under the Patriot Act, a Fund may request information from Authorized Participants to enable it to form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify the identity of Authorized Participants or, in some cases, the status of financial professionals; it will be used only for
compliance with the requirements of the Patriot Act.
The Funds reserve the right to reject purchase orders from persons who have not submitted
information sufficient to allow the Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in a Fund from persons whose identity it is unable to verify on a timely basis. It is the Funds' policy to cooperate fully with appropriate regulators in any investigations conducted with respect to potential money laundering, terrorism or other illicit activities.
Administrator, Custodian and Transfer Agent.
The Bank of New York Mellon
(“BNY Mellon”) serves as administrator, custodian and transfer agent for the Funds under the Master Services Agreement (the “Master Services Agreement”). BNY Mellon’s principal address is 240 Greenwich Street, New York, NY10286. Pursuant to the Master Services
Agreement with the Trust, BNY Mellon provides necessary administrative, tax and accounting and financial reporting services for the maintenance and operations of the Trust and each Fund. In addition, BNY Mellon makes available the office space, equipment,
personnel and facilities required to provide such services. Pursuant to the Master Services Agreement with the Trust, BNY Mellon maintains, in separate accounts, cash, securities
and other assets of the Trust and each Fund, keeps all
54
necessary accounts and records and provides other
services. BNY Mellon is required, upon the order of the Trust, to deliver securities held by BNY Mellon and to make payments for securities purchased by the Trust for each Fund.
BNY Mellon is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments outside the U.S. Pursuant to the Master Services Agreement with the Trust, BNY Mellon acts as a transfer agent for each Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these services, BNY Mellon
receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these operating expenses under the Investment Advisory Agreement as
described therein.
JPMorgan serves as custodian for the Funds in connection with
certain securities lending activities under a Custody Services Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11th Floor, New York, NY10179. Pursuant to the Custody Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities
lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in coordination with other funds, maintains custodial records and provides other services. As compensation for these services,
JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.
Distributor. The Distributor's principal address is 50 Hudson Yards, New York, NY10001. Shares are continuously
offered for sale by the Funds through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the Creation and Redemption of Creation Units section of this SAI. Fund shares in amounts less than Creation Units are generally not distributed by the Distributor or its
agent. The Distributor or its agent will arrange for the delivery of the Prospectus and, upon request, this SAI to persons purchasing Creation Units and will maintain records of
both orders placed with it or its agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the
“1934 Act”), and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin
Islands and the District of Columbia.
The Distribution Agreement for each Fund provides that it may be terminated at any time, without the payment of any penalty,
on at least 60 days' prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or (ii) the vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the relevant Fund. The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940
Act).
The Distributor may also enter into agreements with securities
dealers (“Soliciting
Dealers”) who will solicit purchases of Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC
participants and/or investor services organizations.
BFA or its affiliates may, from time to time and from its own resources, pay, defray or absorb costs relating to distribution,
including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.
Securities Lending. To the extent that a Fund engages in securities lending, each Fund conducts its securities lending
pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Funds, subject to the overall supervision of BFA, pursuant to a written agreement (the
“Securities Lending Agency
Agreement”).
Each Fund and Underlying Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally equal to the total of income
earned from the reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly
related to securities lending, including custodial costs of JPMorgan. Each Fund and Underlying Fund are responsible for fees in connection with the investment of cash collateral received for securities on loan in a money market fund managed by BFA
(the “collateral investment
fees”); however, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees a Fund bears to an annual rate of 0.04%. Such money market fund
shares will not be subject to a sales load, redemption fee, distribution fee or service fee.
Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.
Pursuant to the current Securities Lending Agency Agreement:
55
(i) fund-of-funds, such as the Funds, retain 82%
of securities lending income (which excludes collateral investment fees), and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral
investment fees.
In addition, commencing the business day following the date that the aggregate securities lending income (which includes,
for this purpose, collateral investment fees) earned across the Exchange-Traded Fund Complex (as defined in the Management—Trustees and Officers section of this SAI) in a calendar year exceeds a specified
threshold, each applicable fund-of-funds, pursuant to the current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending income as follows:
(i) 85% of securities lending income (which excludes collateral investment fees) and (ii) this amount can never be less than
70% of the sum of securities lending income plus collateral investment fees.
Because the Funds are newly launched, no services have been provided by BTC as the
Funds' securities lending agent, and the Funds had no income and fees/compensation related to securities lending activities for the fiscal year ended _______, 2024.
Payments by BFA and its Affiliates. BFA and/or its affiliates (“BFA Entities”) may pay certain broker-dealers, registered
investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related
to the Funds, other iShares funds or exchange-traded products in general. BFA Entities make these payments from their own assets and not from the assets of the Funds. Although a portion of BFA Entities’ revenue comes directly or indirectly in part from fees paid by the Funds, other iShares funds (including, if applicable, any underlying iShares funds held by a Fund) or exchange-traded products, these payments do not increase the price paid by investors for the purchase of shares of, or the cost of owning,
the Funds, other iShares funds or exchange-traded products. BFA Entities make payments for Intermediaries’ participation in activities that are designed to make registered
representatives, other professionals and individual investors more knowledgeable about exchange-traded products, including the Funds and other iShares funds, or for other
activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems
(“Education Costs”). BFA Entities also make payments to Intermediaries for certain printing, publishing and mailing costs or materials
relating to the Funds, other iShares funds or exchange-traded products (“Publishing Costs”). In addition, BFA Entities
make payments to Intermediaries that make shares of the Funds, other iShares funds or exchange-traded products available to their clients, in some cases at a waived or reduced
commission rate or ticket charge, develop new products that feature iShares, create educational content about the Fund, other iShares funds or exchange-traded products that is featured on an Intermediary’s platform, or otherwise promote the Funds, other
iShares funds and exchange-traded products. BFA Entities may also reimburse expenses or make payments from their own assets to Intermediaries or other persons in consideration of services or other activities that the BFA Entities believe may
benefit the iShares business or facilitate investment in the Funds, other iShares funds or exchange-traded products. Payments of the type described above are sometimes referred to as revenue-sharing payments.
Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your salesperson or other investment professional may also be significant for your salesperson or other investment professional.
Because an Intermediary may make decisions about which investment options it will recommend or make available to its clients, what services to provide for various products, or what marketing content to make available to its clients based on
payments it receives or is eligible to receive, such payments may create conflicts of interest between the Intermediary and its clients. These financial incentives may cause the Intermediary to recommend the Funds, other iShares funds or
exchange-traded products, or otherwise promote the Fund, other iShares funds or exchange-traded products over other investments. The same conflicts of interest and financial incentives exist with respect to your salesperson or other investment professional if he or she receives similar payments from his or her Intermediary firm.
In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related
interactive or digital content that is made available through the www.BlackRock.com website at no additional cost to Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its
customary digital marketing support and promotion of the Funds, other iShares funds, exchange-traded products and
BlackRock mutual funds.
As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition
to payments for Education Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC
(“FBS”). Effective June 4, 2016, this relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special, long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively
56
“Fidelity”) have agreed, among other things, to
actively promote iShares funds to customers, investment professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer
certain iShares funds in certain Fidelity platforms and investment programs, in some cases at a waived or reduced commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the Marketing Program by, among other
things, making certain payments to FBS and NFS for marketing and implementing certain brokerage and investment
programs. Upon termination of the arrangement, the BFA Entities will make additional payments to FBS and/or NFS based upon a number of criteria, including the overall success of the Marketing Program and the level of services provided by FBS
and NFS during the wind-down period.
In addition, BFA Entities may enter into other contractual arrangements with Intermediaries and certain other third parties
that the BFA Entities believe may benefit the iShares business or facilitate investment in iShares funds. Such agreements may include payments by BFA Entities to such Intermediaries and third parties for data collection and provision, technology
support, platform enhancement, or educational content, co-marketing and cross-promotional efforts. Payments made
pursuant to such arrangements may vary in any year and may be different for different Intermediaries and third parties. In certain cases, the payments to Intermediaries are subject to certain minimum payment levels or tiered payments. As of the
date of this SAI, the Intermediaries and other third parties receiving one or more types of the contractual payments described above include (in addition to FBS and NFS): Advisor Credit Exchange, Avantax Investment Services, Inc., BNY Mellon Capital
Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Charles Schwab & Co., Inc., Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, E*Trade Securities LLC, Envestnet Asset Management,
Inc., eToro USA Securities Inc., LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment
Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Public Holdings, Inc., Raymond James Financial Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, Stash
Investments LLC, TD Ameritrade, Inc., UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third parties listed above that have
occurred since the date of this SAI are not included in the list.
Further, BFA Entities make Education Costs and Publishing Costs payments to other Intermediaries that are not listed in the
immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For example, BFA Entities may make payments at year-end or other intervals in a fixed amount, an amount based upon an
Intermediary’s services at defined levels or an amount based on the Intermediary’s net sales of one or more iShares funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment, or any combination of
the foregoing. As of the date of this SAI, BFA anticipates that the payments paid by BFA Entities in connection with the Funds, iShares funds and exchange-traded products in
general will be immaterial to BFA Entities in the aggregate for the next year. Please contact
your salesperson or other investment professional for more information regarding any such payments or financial incentives his or her Intermediary firm may
receive. Any payments made, or financial incentives offered, by the BFA Entities to an Intermediary may create the incentive for the Intermediary to encourage
customers to buy shares of the Funds, other iShares funds or other exchange-traded products.
The Funds may participate in certain market maker incentive programs of a national securities
exchange in which an affiliate of the Funds would pay a fee to the exchange used for the purpose of incentivizing one or more market makers in the securities of a Fund to enhance the liquidity and quality of the secondary market of securities of a Fund. The fee would then
be credited by the exchange to one or more market makers that meet or exceed liquidity and market quality standards with respect to the securities of a Fund. Each market maker incentive program is subject to approval from the SEC. Any such fee
payments made to an exchange will be made by an affiliate of a Fund solely for the benefit of a Fund and will not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.
Determination of Net Asset Value
Valuation of Shares. The NAV for each Fund is generally calculated as of the close of regular trading hours
on the New York Stock Exchange
(“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held by a Fund is as
follows:
Equity Investments. Equity securities traded on a recognized securities exchange (e.g., NYSE), on separate trading boards of a securities exchange or through a market system that provides contemporaneous
transaction pricing information (each an “Exchange”) are valued using information obtained via independent pricing services, generally at the closing price or, if an
57
Exchange closing price is not available, the last
traded price on that Exchange prior to the time as of which the assets or liabilities are valued. However, under certain circumstances, other means of determining current market
value may be used. If an equity security is traded on more than one Exchange, the current market value of the security where it is primarily traded generally will be used. In the event that there are no sales involving an equity security held by a Fund on a day on which a
Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no longer reflects the fair value of the security, in which case such asset would be treated as a Fair Value Asset (as defined below).
Options, Futures, Swaps and Other Derivatives. Exchange-traded equity options (except those that are
customized) for which market quotations are readily available are valued at the mean of the last bid and ask prices as quoted on the Exchange or the board of trade on which such options are traded. In the event that there is no mean price available for an
exchange traded equity option held by a Fund on a day on which a Fund values such option, the last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask price is available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that such prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value Asset (as defined below). Customized exchange-traded equity options, as well as OTC derivatives, may be valued using a mathematical model which may
incorporate a number of market data factors. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their last sale price or settle price as
of the close of such exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing service in accordance with
the Valuation Procedures.
Underlying Funds. Shares of underlying open-end funds (including money market funds) are valued at NAV.
Shares of underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.
General Valuation Information. Prices obtained from independent third-party pricing services, broker-dealers or market makers to value a Fund’s
securities and other assets and liabilities are based on information available at the time a Fund values its assets and liabilities. In the event that a pricing service quotation
is revised or updated subsequent to the day on which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such determination will be made considering pertinent facts and circumstances surrounding the revision.
The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be
less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
All cash, receivables and current payables are carried on a Fund’s books at their fair value.
In the event that application of the methods of valuation discussed above result in a price for a security which is deemed not to be representative of the fair market value of such security, the security will be valued by, under the direction of or in
accordance with a method approved by BFA, each Fund’s valuation designee, as reflecting fair value. All other assets and liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted
securities) are valued at fair value as determined in good faith by BFA pursuant to the Valuation Procedures. Any assets and liabilities which are denominated in a foreign currency are translated into U.S. dollars at the prevailing market rates.
Fair Value. When market quotations are not readily available or are believed by BFA to be unreliable, a Fund’s investments are
valued at fair value (“Fair Value
Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation Procedures. Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the valuation designee
for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a market quotation is not readily available or is unreliable if, among other
things, a security or other asset or liability does not have a price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other
source is unreliable
(e.g., where it varies significantly from a recent trade, or no longer reflects the fair
value of the security or other asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this
purpose, a “significant event” is deemed to occur if BFA determines, in its reasonable business judgment, that an event has occurred after the close of trading for an asset or liability but prior to or at the time of pricing a Fund’s assets or liabilities, is likely to cause a material change to the last exchange closing price or closing market price of one or more assets held by, or
58
liabilities of, a Fund. On any day the NYSE is
open and a foreign market or the primary exchange on which a foreign asset or liability is traded is closed, such asset or liability will be valued using the prior day’s
price, provided that BFA is not aware of any significant event or other information that would cause such price to no longer reflect the fair value of the asset or liability, in which case such asset or liability would be treated as a Fair Value Asset.
BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by
investment type and significant inputs used in the fair valuation of Fund assets or liabilities. In addition, a Fund’s accounting agent assists BFA by periodically endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker-dealers and
regularly evaluating the values assigned to the securities and other assets and liabilities of a Fund. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof.
When determining the price for a Fair Value Asset, BFA will seek to determine the price that
a Fund might reasonably expect to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset or liability is being valued, and does not seek to determine the price a Fund might reasonably expect to receive for selling an
asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations will be based upon all available factors that BFA deems relevant at the time of the determination, and may be based on analytical values determined
by BFA using proprietary or third-party valuation models.
Fair value represents a good faith approximation of the value of an asset or liability. When determining the fair value of an
investment, one or more fair value methodologies may be used (depending on certain factors, including the asset type). For example, the investment may be initially priced based on the original cost of the investment or, alternatively, using proprietary or third-party models that may rely upon one or more unobservable inputs. Prices of actual, executed or historical
transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party experienced in the valuation of similar instruments, may also be used as a basis for establishing the fair value of an
investment.
The fair value of one or more assets or liabilities may not, in retrospect, be the price at
which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
Each Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”), follow the requirements for valuation set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which defines and establishes a
framework for measuring fair value under US GAAP and expands financial statement disclosure requirements relating to fair value measurements.
Generally, ASC 820 and other accounting rules applicable to funds and various assets in which they invest are evolving. Such changes may adversely affect a Fund. For example, the evolution of rules governing the determination of the fair market
value of assets or liabilities, to the extent such rules become more stringent, would tend to increase the cost and/or reduce the availability of third-party determinations of fair market value. This may in turn increase the costs associated with selling assets or affect their liquidity due to a Fund’s inability to obtain a third-party determination of fair market value.
Brokerage Transactions
Subject to policies established by the Board, BFA is primarily responsible for the execution
of a Fund’s portfolio transactions and the allocation of brokerage. BFA does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for the Funds, taking into account such factors as price (including the applicable brokerage
commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily
pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily
consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements, BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including a Fund. In
return for such services, BFA may cause a Fund to pay a higher commission than other brokers would charge if BFA
determines in good faith that the commission is reasonable in relation to the services
provided.
59
In selecting brokers or dealers to execute
portfolio transactions, BFA seeks to obtain the best price and most favorable execution for a Fund and may take into account a variety of factors including: (i) the size, nature
and character of the security or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of
brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and (ix) BFA’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected because of
their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded securities, or other circumstances.
Section 28(e) of the 1934 Act (“Section 28(e)”) permits a U.S. investment
adviser, under certain circumstances, to cause an account to pay a broker or dealer a commission for effecting a transaction in securities that exceeds the amount another broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research
services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities under certain conditions.
From time to time, a Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may
be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will
provide research “credits” in these situations at a rate that is higher than that available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).
OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally traded on a “net” basis without a stated commission, through dealers acting for their own account and not as brokers. The Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or
execution could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific security at the time, and includes the dealer’s normal profit.
Under the 1940 Act, persons affiliated with a Fund and persons who are affiliated with such affiliated persons are prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such
transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers acting as principal for their own accounts, the Funds will not deal with affiliated persons and affiliated persons of such
affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any underwriting or selling group relating to such securities of which BFA, BRIL or any affiliated person (as defined in the 1940
Act) thereof is a member except pursuant to procedures adopted by the Board in accordance with Rule 10f-3 under the 1940 Act.
Purchases of
money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds do not currently expect to incur any brokerage commission expense on such
transactions because money market instruments are generally traded on a “net” basis with dealers acting as principal for
their own accounts without a stated commission. The price of the security, however, usually includes a profit to the dealer.
BFA may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or dealers that are affiliated with BFA, in conformity with Rule 17e-1 under the 1940 Act and SEC rules and regulations. Under these provisions,
any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by other brokers or dealers in comparable transactions.
Securities purchased in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter’s concession or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid.
Investment decisions for the Funds and for other investment accounts managed by BFA and the other Affiliates are made
independently of each other in light of differing conditions. A variety of factors will be considered in making investment allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry, country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration
60
parameters for an account; (iv) supply or demand
for a security at a given price level; (v) size of available investment; (vi) cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii)
minimum investment size of an account; (ix) relative size of account; and (x) such other factors as may be approved by BlackRock’s general counsel. Moreover, investments may not be allocated to one client account over another based on any of the following considerations:
(i) to favor one client account at the expense of another; (ii) to generate higher fees paid by one client account over another or to produce greater performance compensation to BlackRock; (iii) to develop or enhance a relationship with a client or
prospective client; (iv) to compensate a client for past services or benefits rendered to BlackRock or to induce future services or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client
accounts. BFA and the other Affiliates may deal, trade and invest for their own respective accounts in the types of securities in which the Funds may invest.
Initial public offerings
(“IPOs”) of securities may be over-subscribed and subsequently trade at a premium in the secondary market. When BFA is given an
opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to
allocate these investments fairly and equitably among client accounts over time, each portfolio manager or a member of his or her respective investment team will indicate to BFA’s trading desk their level of interest in a particular offering with respect to eligible clients’ accounts for which that team is responsible. IPOs of U.S. equity securities will be identified as eligible for particular client accounts that are managed by portfolio teams who have indicated interest in the offering based on market
capitalization of the issuer of the security and the investment mandate of the client account and in the case of international equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally,
shares received during the IPO will be allocated among participating client accounts within each investment mandate on a pro rata basis. This
pro rata allocation may result in a Fund receiving less of a particular security than if
pro-rating had not occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the
investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are
considered by BFA to be fair and equitable to clients may be used as well.
Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities at the same time for different clients based on the particular investment objective, guidelines and strategies of those
accounts. For example, BFA may decide that it may be entirely appropriate for a growth fund to sell a security at the same time a value fund is buying that security. To the extent that transactions on behalf of more than one client of BFA or the other Affiliates during the same period increase the demand for securities being purchased or the supply of securities being sold,
there may be an adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. If
purchases or sales of securities arise for consideration at or about the same time that would involve the Funds or other clients or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made,
insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.
In certain instances, BFA may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch” certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of
affiliates. In general, all contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a
more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared pro rata among the
clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is filled at several different prices through multiple trades, all
accounts participating in the order will receive the average price (except in the case of certain international markets where average pricing is not permitted). While in some cases
this practice could have a detrimental effect upon the price or value of the security as far as the Funds are concerned, in other cases it could be beneficial to the Funds. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients during the same period may increase the demand for securities being purchased or the supply of securities being sold,
causing an adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified as being able to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a
reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order.
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The Funds' purchase and sale orders for securities
may be combined with those of other investment companies, clients or accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Funds and one
or more other accounts managed or advised by BlackRock are considered at or about the same time, transactions in such securities are allocated among the Funds and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this
procedure could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be beneficial to the Funds. BlackRock may deal, trade and invest for its own account in the types of securities in which the
Funds may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions, any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by
other brokers or dealers in comparable transactions. The Funds will not deal with affiliates in principal transactions unless permitted by applicable SEC rules or regulations, or by SEC exemptive order.
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates may result in comparatively greater brokerage expenses. Because each Fund is newly launched, there is no reportable portfolio turnover.
Additional Information Concerning the Trust
Shares. The Trust issues shares of beneficial interests in the funds with no par value. The Board may designate additional iShares
funds.
Each share issued by a fund has a pro rata interest in the assets of that fund. Shares have no preemptive, exchange, subscription or conversion rights and are freely
transferable. Each share is entitled to participate equally in dividends and distributions declared by the Board with respect to the relevant fund, and in the net distributable
assets of such fund on liquidation.
Each share has one vote with respect to matters upon which the shareholder is entitled to vote. In any matter submitted to
shareholders for a vote, each fund shall hold a separate vote, provided that shareholders of all affected funds will vote together when: (i) required by the 1940 Act, or (ii) the Trustees determine that the matter affects the interests of more than
one fund.
Under Delaware law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the
1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All shares (regardless of the fund) have noncumulative voting rights in the election of members of the Board. Under
Delaware law, Trustees of the Trust may be removed by vote of the shareholders.
Following the creation of the initial Creation Unit(s) of shares of a fund and immediately prior to the commencement of trading in such fund’s shares, a holder of shares may be a “control person” of the fund, as defined in Rule
0-1 under the 1940 Act. A fund cannot predict the length of time for which one or more shareholders may remain a control person of the fund.
Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive, Princeton, NJ08540.
Absent an applicable exemption or other relief from the SEC or its staff, beneficial owners of more than 5% of the shares of a
fund may be subject to the reporting provisions of Section 13 of the 1934 Act and the SEC’s rules promulgated thereunder. In addition, absent an applicable exemption or other relief from the SEC or its staff, officers and trustees of a fund and beneficial owners of 10% of the shares of a fund
(“Insiders”) may be subject to the insider reporting, short-swing profit and short sale provisions of Section 16 of the 1934 Act and
the SEC’s rules promulgated thereunder. Beneficial owners and Insiders should consult with their own legal counsel concerning their obligations under Sections 13 and 16 of
the 1934 Act and existing guidance provided by the SEC staff.
In accordance with the Trust's current Agreement and Declaration of Trust (the “Declaration of Trust”), the Board may, without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,
including the 1940 Act), authorize certain funds to merge, reorganize, consolidate, sell all or substantially all of their assets, or
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take other similar actions with, to or into
another fund. The Trust or a fund may be terminated by a majority vote of the Board, subject to the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on
termination; however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of
Trust provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in the event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be redeemable in aggregations smaller than Creation Units or to be individually redeemable. In such circumstance, the Trust or a
fund may make redemptions in-kind, for cash or for a combination of cash or securities. Further, in the event of a termination of the Trust or a fund, the Trust or a fund might elect to pay cash redemptions to all shareholders, with an in-kind election for shareholders owning in excess of a certain stated minimum amount.
DTC as Securities Depository for Shares of the Funds. Shares of each Fund are represented by securities registered in the name of DTC or its nominee and deposited with, or on
behalf of, DTC.
DTC was created in 1973 to enable electronic movement of
securities between its participants (“DTC Participants”), and NSCC was established in 1976 to provide a
single settlement system for securities clearing and to serve as central counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within
The Depository Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of
DTCC. The common stock of DTCC is owned by the DTC Participants, but NYSE and FINRA, through subsidiaries, hold preferred shares in DTCC that provide them with the right to elect one member each to the DTCC board of directors. Access to the DTC system is available to entities,
such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly
(“Indirect
Participants”).
Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are
referred to herein as “Beneficial
Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect
Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire beneficial interests in shares of the Fund.
Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the
Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the shares of each Fund held by each DTC Participant. The Trust shall inquire of each
such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,
in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice,
statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses
attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all shares of the Trust. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in shares of each Fund as shown on the records of DTC or its
nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of
such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or
payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC
Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants. DTC may decide to discontinue providing its service with respect to shares of the Trust at any
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time by giving reasonable notice to the Trust and
discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its
functions at a comparable cost.
Distribution of Shares. In connection with each Fund's launch, each Fund was seeded through the sale of one or more Creation Units by each Fund to
one or more initial investors. Initial investors participating in the seeding may be Authorized Participants, a lead market maker or other third party investor or an affiliate of
each Fund or each Fund’s adviser. Each such initial investor may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration
statement for each Fund (each, a
“Selling Shareholder”), which shares have been registered to permit the resale from time to time after purchase. Each Fund will not receive any
of the proceeds from the resale by the Selling Shareholders of these shares.
Selling Shareholders may sell shares owned by them directly or through broker-dealers, in accordance with applicable law, on any national securities exchange on which the shares may be listed or quoted at the time of sale, through trading systems, in
the OTC market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected through brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or
through any other means authorized by applicable law. Selling Shareholders may redeem the shares held in Creation Unit size by them through an Authorized Participant.
Any Selling Shareholder and any broker-dealer or agents participating in the distribution of
shares may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.
Any Selling Shareholder and any other person participating in such distribution will be subject to applicable provisions of the 1934 Act and the rules and regulations thereunder.
Creation and Redemption of Creation Units
General. The
Trust issues and sells shares of each Fund only in Creation Units on a continuous basis through the Distributor or its agent, without a sales load, at a price based on a
Fund’s NAV next determined after receipt, on any Business Day (as defined below), of an order received by the Distributor or its agent in proper form. On days when the
Listing Exchange or the listing exchange for the Fund’s exchange-traded options close earlier than normal, the Funds may require orders to be placed earlier in the day. The following table sets forth the number of shares of each Fund that constitute a Creation Unit for the
Fund and the approximate value of such Creation Unit as of ________, 2024:
Fund
Shares
Per
Creation Unit
Approximate
Value Per
Creation
Unit (U.S.$)
iShares Large Cap Max Buffer Mar ETF
____
$____
iShares Large Cap Max Buffer Jun ETF
____
____
iShares Large Cap Max Buffer Sep ETF
____
____
iShares Large Cap Max Buffer Dec ETF
____
____
In its discretion, the Trust reserves the right to increase or decrease the number of a
Fund’s shares that constitute a Creation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of a Fund, and to
make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.
A “Business
Day” with respect to each Fund is any day the Fund is open for business, including any day when it
satisfies redemption requests as required by Section 22(e) of the 1940 Act. Each Fund is open for business any day on which the Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange observes the following holidays, as observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
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Fund Deposit. The consideration for purchase of Creation Units of a Fund generally consists of Deposit Securities
and the Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The
Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund. Such Fund Deposit is applicable, subject to any adjustments as described
below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund Deposit is made available.
The Cash Component is an amount equal to the difference between the NAV of the shares (per
Creation Unit) and the “Deposit
Amount,” which is an amount equal to the market value of the Deposit Securities, and serves to compensate
for any differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized
Participant purchasing the Creation Unit. Each Fund generally offers Creation Units partially for cash, but may, in certain circumstances, offer Creation Units solely for cash or solely in-kind. Please see the Cash Purchase
Method section below and the following discussion summarizing the Deposit Security method for further
information on purchasing Creation Units of a Fund.
The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of a Fund’s
portfolio and as rebalancing adjustments and corporate action events are reflected from time to time by BFA with a view to the investment objective(s) of a Fund. The composition of the Deposit Securities may also change in response to adjustments
to the weighting or composition of the component securities constituting a Fund’s portfolio.
The Fund Deposit may also be modified to minimize the Cash Component by redistributing the cash to the Deposit Securities
portion of the Fund Deposit through
“systematic rounding.” The rounding methodology “rounds up” position sizes of securities in the Deposit
Securities (which in turn reduces the cash portion). However, the methodology limits the maximum allowed percentage change in weight and share quantity of any given security in the
Fund Deposit.
The Fund may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any Deposit Security in certain circumstances, including: (i) when
instruments are not available in sufficient quantity for delivery; (ii) when instruments are not eligible for transfer through DTC or the clearing process (as discussed below);
(iii) when instruments that the Authorized Participant (or an investor on whose behalf the Authorized Participant is acting) are not able to be traded due to a trading restriction; (iv) when delivery of the Deposit Security by the Authorized Participant (or by an
investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local laws; (v) in connection with distribution payments to be made by a Fund; or (vi) in certain other situations.
Cash Purchase Method. Although the Fund does not generally permit full cash purchases of Creation Units of its funds,
when partial or full cash purchases of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized Participant must
pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.
Procedures for Creation of Creation Units. To be eligible to place orders with the Distributor and to create a Creation Unit of a Fund, an entity must be: (i) a
“Participating Party,” i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC
(the “Clearing Process”), a clearing agency that is registered with the SEC, or (ii) a DTC Participant, and must have executed an agreement with
the Distributor, with respect to creations and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed
below). A member or participant of a clearing agency registered with the SEC which has a written agreement with a Fund or one of its service providers that allows such member or participant to place orders for the purchase and redemption of Creation Units is referred to as an
“Authorized
Participant.” All shares of the Funds, however created, will be entered on the records of DTC in the name
of Cede & Co. for the account of a DTC Participant.
Role of the Authorized Participant. Creation Units may be purchased only by or through a member or participant of a clearing agency registered with the SEC,
which has a written agreement with a Fund or one of its service providers that allows such member or participant to place orders for the purchase and redemption of Creation Units.
Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the NAV of a Creation Unit is next
determined after receipt of the purchase order in proper form, together with the transaction fees described below. An
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Authorized Participant, acting on behalf of an
investor, may require the investor to enter into an agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors
who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that
orders to purchase Creation Units may have to be placed by the investor’s broker through an Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust
does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The Distributor has adopted guidelines regarding
Authorized Participants’ transactions in Creation Units that are made available to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may be appointed as the proxy of the Authorized
Participant and may be granted a power of attorney under its Authorized Participant Agreement.
Placement of Creation Orders. Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S. government securities), through DTC
(for corporate and municipal securities) or through a central depository account, such as with Euroclear or DTC, maintained by BNY Mellon or a sub-custodian (a “Central Depository Account”). Any portion of the Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered
through a Central Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of a Fund
generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through the Federal Reserve System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite
number or amount of Deposit Securities or cash through the Federal Reserve System to the account of a Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account must
be completed pursuant to the requirements established by the custodian or sub-custodian for such Central Depository Account generally before 2:00 p.m., Eastern time on the
Settlement Date. The “Settlement
Date” for all funds is generally the
first business day after the Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred
directly to BNY Mellon through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by BNY Mellon generally before 3:00 p.m., Eastern time on the Settlement Date. If the Cash Component and the Deposit Securities are
not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted
the following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of a Fund. The delivery of Creation Units so created generally will occur no
later than the first Business Day following the day on which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by a Fund prior to such time.
Purchase Orders.
To initiate an order for a Creation Unit, an Authorized Participant must submit to the
Distributor or its agent an irrevocable order to purchase shares of a Fund, in proper form, generally before 4:00 p.m., Eastern time on any Business Day to receive that day’s NAV. The Distributor or its agent will notify BFA and the custodian of such order. The custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the
delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants and may change from time to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be
made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time
to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on such Business Day.
The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to a Fund, immediately available or same day funds estimated by a Fund to be sufficient to pay the Cash Component next determined
after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing orders should ascertain the deadline for cash transfers by contacting
the operations department of the broker or depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the
Cutoff Time of a Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed with it to be in the particular form required by the individual Authorized Participant.
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The Authorized Participant is responsible for any
and all expenses and costs incurred by a Fund, including any applicable cash amounts, in connection with any purchase order.
Timing of Submission of Purchase Orders. An Authorized Participant must submit an irrevocable order to purchase shares of a Fund before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders must be
transmitted by an Authorized Participant in the form required by a Fund to the Distributor or its agent pursuant to procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or other
communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. A Fund’s deadline specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant
at any time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose. Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance
with a Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.
Acceptance of Orders for Creation Units. Subject to the conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on
its own or another investor’s behalf) and (ii) arrangements satisfactory to a Fund are in place for payment of the Cash Component and any other cash amounts which may be due,
a Fund will accept the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as set forth below.
Once
a Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the issuance of a Creation Unit, against receipt of payment, at such NAV.
The Distributor or its agent will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.
Each Fund reserves the right to reject or revoke a creation order transmitted to it by the
Distributor or its agent provided that a rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, a Fund may reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the
Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares specified, as described above; (iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of counsel, be unlawful or have an
adverse effect on the Fund or its shareholders (e.g., jeopardize the Fund’s tax status); or (v) circumstances outside the control of the Fund, the Distributor or its agent and BFA make it impracticable to process purchase orders. The Distributor or its
agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf of such purchaser of its rejection of such order. The Funds, BNY Mellon, the sub-custodian and the Distributor or its agent are under
no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance of a Creation Unit. Except as provided herein, a Creation Unit will not be issued until the transfer of good title to a
Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof) have been delivered
to the account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such delivery and a Fund will issue and cause the delivery of the Creation Unit. Creation Units are generally issued on a
“T+1 basis” (i.e., one Business Day after trade date). Each Fund reserves the right to settle Creation Unit
transactions on a basis other than T+1, including a shorter settlement period, as applicable. For example, a Fund reserves the right to settle Creation Unit transactions on a basis other than T+1 in order to accommodate non-U.S. market holiday schedules, to account for different
treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend dates (i.e., the last day the holder of a security can sell the security and still receive dividend (payable on the security) and in certain other circumstances. To the
extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or
in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such
Authorized Participant’s delivery and maintenance of collateral as set forth in the handbook for Authorized Participants. The Trust may use such collateral at any time to buy
Deposit Securities for a Fund. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual settlement date. Information concerning a Fund’s current procedures for collateralization of missing Deposit Securities is
67
available from the Distributor or its agent. The
Authorized Participant Agreement will permit a Fund to buy the missing Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall
between the cost to the Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings and other charges.
In
certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these instances, each Fund reserves the right to settle these transactions
on a net basis or require a representation from the Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to
the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by such Fund and the Fund’s determination shall be final and binding.
Costs Associated with Creation Transactions. A standard creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, a Fund has retained
BRIL, an affiliate of BFA, to perform certain ETF Services. BRIL will receive from an Authorized Participant a standard transaction fee on each creation order, which consists of
(1) a fee for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and other
transaction costs charged by a Fund custodian in connection with the issuance of Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any
Custody Transaction Costs to a Fund custodian according to the
amounts invoiced by such custodian. The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being purchased, which amount will vary among different BlackRock-advised funds based on a number of factors, including the
complexity of the order and the types of securities or instruments included in a fund’s Creation Basket, among other variables. The actual Custody Transaction Costs vary per
order based on the number of trades, underlying markets and settlement locations associated with the issuance of a Creation Unit. The following table sets forth a Fund’s
standard creation transaction fee that would have been charged as of __________, 2024, although the actual fee charged to an Authorized Participant in connection with a creation order will vary depending on the factors discussed above, and may be higher than
the fee set forth below. If a
purchase consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum amount shown below) certain brokerage, tax, foreign
exchange, execution, price movement and other costs and expenses related to the execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of transaction costs). Authorized Participants will also bear the costs of transferring the
Deposit Securities to a Fund. Certain fees/costs associated with creation transactions may be waived in certain
circumstances. Investors who use the services of a broker or other financial intermediary to acquire Fund shares may be
charged a fee for such services. The following table sets forth the Fund’s standard creation transaction fee that would have been charged as of
__________, 2024 and maximum additional charge (as described above):
Fund
Standard
Creation
Transaction Fee*
Maximum Additional
Charge for Creations**
iShares Large Cap Max Buffer Mar ETF
$____
___
%
iShares Large Cap Max Buffer Jun ETF
$____
___
%
iShares Large Cap Max Buffer Sep ETF
$____
___
%
iShares Large Cap Max Buffer Dec ETF
$____
___
%
*
The standard creation transaction fee consists of the ETF Servicing Fee and the Custody
Transaction Costs. The standard creation transaction fee may vary over time depending on the factors discussed above, and may be higher than the see set forth above.
**
As a percentage of the
net asset value per Creation Unit, inclusive of the standard creation transaction fee.
Redemption of Creation Units. Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after
receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Funds will not redeem shares in amounts less than Creation Units.
There can be no assurance, however, that there will be sufficient liquidity in the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a
Creation Unit that could be redeemed by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.
Each Fund
generally redeems Creation Units for Fund Securities (as defined below). Please see the following discussion summarizing the in-kind method for further information on redeeming
Creation Units of the Funds.
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Each Fund publishes the designated portfolio of
securities (including any portion of such securities for which cash may be substituted) that will be applicable to redemption requests received in proper form (as defined below) on
that day (“Fund Securities” or “Redemption Basket”), and an amount of cash (the
“Cash Amount,” as described below) are applicable, in order to effect redemptions of Creation Units of the Fund. Such Fund Securities and
Cash Amount will remain in effect until such time as the next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash Amount are subject to possible amendment or correction. Procedures and requirements governing redemption
transactions are set forth in the handbook for Authorized Participants and may change from time to time.
Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist
of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund
Securities, less a redemption transaction fee (as described below).
The Trust may, in its sole discretion, substitute a “cash in lieu” amount to replace any Fund Security
in certain circumstances, including: (i) when the delivery of a Fund Security to the Authorized Participant (or to an investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local laws or due to a trading
restriction; (ii) when the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund Security by the Authorized Participant due to restrictions under applicable securities or other local laws; (iii) when the delivery of a Fund Security to the Authorized Participant would result in unfavorable tax treatment; (iv) when a Fund Security cannot
be settled or otherwise delivered in time to facilitate an in-kind redemption; or (v) in certain other situations. The amount of cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the
difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Funds generally redeem Creation Units for Fund Securities, but the Funds reserve the right to utilize a cash option for redemption of Creation
Units. A Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities that differs from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also be modified to
minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption Basket through systematically rounding. The rounding methodology allows
position sizes of securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed
percentage change in weight and share quantity of any given security in the Redemption Basket.
Cash Redemption Method. Although the Trust does not generally permit partial or full cash redemptions of Creation Units
of its funds, when partial or full cash redemptions of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized
Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.
Costs Associated with Redemption Transactions. A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by a
Fund. As described above, under an ETF Services Agreement, a Fund has retained BRIL, an affiliate of BFA, to perform certain ETF Services. BRIL will receive from an Authorized
Participant a standard transaction fee on each redemption order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody
Transaction Costs to a Fund custodian according to the amounts invoiced by such custodian.
The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being redeemed, which amount will vary among different BlackRock-advised funds based on a number of factors, including the complexity of the order and the
types of securities or instruments included in a fund’s Redemption Basket, among other variables. The actual Custody Transaction Costs vary per order based on the number of trades, underlying markets, and settlement locations associated with
the redemption of a Creation Unit. The following table sets forth a Fund’s standard redemption transaction fee that would have been charged as of __________, 2024, although
the actual fee charged to an Authorized Participant in connection with a redemption order will vary depending on the factors discussed above, and may be higher than the fee set
forth below.
If a redemption consists solely or partially of cash, the
Authorized Participant may also be required to cover (up to the maximum amount shown below) certain brokerage, tax, foreign exchange, execution, price movement and other costs and
expenses related to the execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of transaction costs). Authorized Participants will also bear the costs of transferring the Fund Securities
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from a Fund to their account on their order.
Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who use the services of a broker or other financial intermediary to
dispose of Fund shares may be charged a fee for such services. In addition, an Authorized Participant will be required to bear a custody settlement charge of $5 per option transaction in connection with a redemption.
The following table sets forth the Fund’s standard redemption transaction fee that would have been charged as of
__________, 2024 and maximum additional charge (as described above):
Fund
Standard
Redemption
Transaction Fee*
Maximum Additional
Charge for Redemptions**
iShares Large Cap Max Buffer Mar ETF
$____
___
%
iShares Large Cap Max Buffer Jun ETF
$____
___
%
iShares Large Cap Max Buffer Sep ETF
$____
___
%
iShares Large Cap Max Buffer Dec ETF
$____
___
%
*
The standard redemption transaction fee consists of the ETF Servicing Fee and Custody
Transaction Costs. The standard redemption transaction fee may vary over time depending on the factors discussed above, and may be higher than the fee set forth above.
**
As a percentage of the
net asset value per Creation Unit, inclusive of the standard redemption transaction fee.
Placement of Redemption Orders. Redemption requests for Creation Units of a Fund must be submitted to the Distributor or its agent by or through an
Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day, in
order to receive that day’s NAV. On days when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation Units to be placed earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption
request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption in the form required by a Fund to the Distributor or its
agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem Creation
Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any time, only a limited
number of broker-dealers will have an Authorized Participant Agreement in effect. Investors making a redemption request should be aware that such request must be in the form
specified by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to a Fund’s transfer agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or
other financial intermediaries if such intermediaries are not Authorized Participants.
A redemption request is considered to be in “proper form” if: (i) an Authorized Participant
has transferred or caused to be transferred to a Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective by the Listing Exchange closing time on any Business Day on which the redemption request is submitted; (ii) a request in
form satisfactory to a Fund is received by the Distributor or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the Authorized
Participant Agreement are properly followed. Upon receiving a redemption request, the Distributor or its agent shall notify a Fund and the Fund’s transfer agent of such redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed
will be made through DTC and the relevant Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means
specified by the Authorized Participant submitting the redemption request.
A redeeming Authorized Participant, whether on its own account or acting on behalf of a Beneficial Owner, must maintain appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in
which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.
Deliveries of redemption proceeds by the Funds are generally made within one Business Day
(i.e., “T+1”). However, each Fund reserves the right to settle redemption transactions on a basis other than T+1, including a shorter
settlement period, if
70
necessary or appropriate under the circumstances
and compliant with applicable law. Delayed settlement may occur due to a number of different reasons, including, without limitation, settlement cycles for the underlying
securities, unscheduled market closings, an effort to link distribution to dividend record dates and ex-dates and newly announced holidays.
If a Fund includes a foreign investment in its basket, and if a local market holiday, or
series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a redemption request, the Fund may delay delivery of the foreign investment more than
seven days if the Fund delivers the foreign investment as soon as practicable, but in no event later than 15 days. If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has appropriate
arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a Fund may in its
discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares
based on the NAV of a Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charges specified above to offset a Fund’s brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with
applicable U.S. federal and state securities laws and a Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon
redemptions or cannot do so without first registering the Fund Securities under such laws.
To the extent contemplated by an Authorized Participant’s agreement with the Distributor or its agent, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation
Unit to be redeemed to a Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the date of submission of redemption request, the Distributor or its agent will accept the redemption request in reliance on the
undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral as set forth in the handbook for Authorized Participants. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the Business Day after the date of submission of such redemption request and shall be held by BNY Mellon and marked-to-market daily. The fees
of BNY Mellon and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be payable by the Authorized Participant. The Authorized
Participant Agreement permits a Fund to acquire shares of the Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the
cost to the Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for related brokerage and other charges.
The right of redemption may be suspended or the date of payment postponed with respect to the Funds: (i) for any period
during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a
result of which disposal of the shares of a Fund’s portfolio securities or determination of its NAV is not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.
Custom Baskets.
Creation and Redemption baskets may differ and the Funds will accept “custom baskets.” A custom basket may include any of the following: (i) a basket that is composed of a non-representative selection of a
Fund’s portfolio holdings; (ii) a representative basket that is different from the initial basket used in transactions on the same business day; or (iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. Each Fund has adopted policies and procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of
custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom
baskets that are in the best interests of a Fund and its shareholders, establish processes for revisions to, or deviations from, such parameters, and specify the titles and roles of the employees of BFA who are required to review each custom basket for
compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a Fund may be taken into account. The policies and procedures distinguish among different types of custom baskets that may be
used for a Fund and impose different requirements for different types of custom baskets in order to seek to mitigate against potential risks of conflicts and/or overreaching by an
Authorized Participant. BlackRock has established a governance process to oversee basket compliance for a Fund, as set forth in each Fund’s policies and
procedures.
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Taxation on Creations and
Redemptions of Creation Units. An Authorized Participant generally will recognize
either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is calculated by taking the market value of the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor. However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities
for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.
Current U.S. federal income tax laws dictate that capital gain or loss realized from the
redemption of Creation Units will generally create long-term capital gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.
Taxes
The following is a summary of certain material U.S. federal income tax considerations
regarding the purchase, ownership and disposition of shares of a Fund. This summary does not address all of the potential U.S. federal income tax consequences that may be applicable to a Fund or to all categories of investors, some of which may be subject to special tax rules. Current
and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal, state, local and non-U.S. tax consequences of investing in a Fund. The summary is based on the laws and judicial and administrative
interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with retroactive effect. References to the Funds will also generally apply to the Underlying Funds as well.
Regulated Investment Company Qualifications.
Each Fund intends to qualify for treatment as a separate RIC under Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, each Fund must annually distribute at least
90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet several other requirements. Among such other requirements are the following: (i) at least 90% of each Fund’s annual
gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified publicly-traded partnerships (i.e., partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships
that derive at least 90% of their income from interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of each
Fund's taxable year, (a) at least 50% of the market value of each Fund’s total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited for purposes of this calculation in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of each Fund's
total assets may be invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer, of two or more issuers of which 20% or more of the voting stock is held by the Fund and that are engaged in the
same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly-traded partnerships.
A
Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to diversify its holdings in the manner described above by
paying a tax and/or by disposing of certain assets. If, in any taxable year, a Fund fails one of these tests and does not timely cure the failure, that Fund will be taxed in the same manner as an
ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable income.
Although,
in general, the passive loss rules of the Internal Revenue Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to interests in qualified
publicly-traded partnerships. A Fund's investments in partnerships, including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or
non-U.S. income, franchise or withholding tax liabilities.
Taxation of RICs. As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its taxable investment income and capital
gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement. To satisfy the minimum distribution requirement, a Fund must
distribute to its shareholders at least the sum of (i) 90% of its “investment company taxable
income”
(i.e., income other than its net realized long-term capital gain over its net realized
short-term capital loss), plus or minus certain adjustments, and (ii) 90% of its net tax-exempt income for the taxable year. A
72
Fund will be subject to income tax at regular
corporate rates on any taxable income or gains that it does not distribute to its shareholders. If a Fund fails to qualify for any taxable year as a RIC or fails to meet the
distribution requirement, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the extent of the
Fund’s current and accumulated earnings and profits. In such event, distributions to individuals should be eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and its capital
gains for each taxable year, a Fund may decide to retain a portion of its income or gains if the Fund determines that doing so is in the interest of its shareholders. Each Fund will be subject to U.S. federal income taxation to the extent any such income or gains are not distributed. If a Fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a RIC. If a Fund fails to qualify as a RIC for a period greater than two taxable years, the Fund may be required to recognize any net built-in gains with respect to certain of its assets
(i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Fund
had been liquidated) if it qualifies as a RIC in a subsequent year.
Excise Tax. A
Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for
the calendar year plus at least 98.2% of its capital gain net income for the 12 months ended October 31 of such year. For this purpose, however, any ordinary income or capital
gain net income retained by a Fund that is subject to corporate income tax will be considered to have been distributed by year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or
decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of
this 4% excise tax. Long-term capital distributions from the Underlying Funds paid in December or, in certain cases, January in satisfaction of this rule will be subject to potential distribution by the Funds in the following calendar year.
Net Capital Loss Carryforwards. Net capital loss carryforwards may be applied against any net realized capital gains in each succeeding year, until they have been reduced to zero.
In the event that a Fund were to experience an ownership change as defined under the Internal
Revenue Code, the loss carryforwards and other favorable tax attributes of a Fund, if any, may be subject to limitation.
Taxation of U.S. Shareholders. Dividends and other distributions by a Fund are generally treated under the Internal Revenue Code as received by the
shareholders at the time the dividend or distribution is made. However, any dividend or distribution declared by a Fund in October, November or December of any calendar year and
payable to shareholders of record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar year and to have been paid by the Fund not later than such December 31, provided such dividend is actually paid by the Fund
during January of the following calendar year.
Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and
any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers). However, if a Fund retains for investment an amount equal to all or a portion of its net long-term capital gains in excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a flat rate of 21%) on the amount retained. In that event, the Fund will designate such retained amounts as undistributed capital
gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their
proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount in clause (a) over
the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital gains will be entitled to a refund of their pro
rata share of such taxes paid by the Fund upon filing appropriate returns or claims for refund with the
IRS.
Distributions of net realized long-term capital gains, if any, that
a Fund reports as capital gains dividends are taxable as long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the
Fund. All other dividends of a Fund (including dividends from short-term capital gains) from its current and accumulated earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified
73
dividend income below. Because the Funds are
expected to invest in the Underlying Fund, the Fund’s realized losses on sales of shares of the Underlying Fund may be indefinitely or permanently deferred as “wash sales.” Distributions of short-term capital gains by the Underlying Fund will be recognized as ordinary income by a Fund and would
not be offset by a Fund’s capital loss carryforwards, if any. Capital loss carryforwards of the Underlying Fund, if any, would not offset net capital gains of a Fund. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate shareholders,
depending on whether their income exceeds certain threshold amounts.
If an
individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an “extraordinary dividend,” and the individual
subsequently recognizes a loss on the sale or exchange of stock in respect of which the extraordinary dividend was paid, then the loss will be long-term capital loss to the extent
of such extraordinary dividend. An
“extraordinary
dividend” on common stock for this purpose is generally a dividend (i) in an amount greater than or equal to 10% of the taxpayer’s tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend dates within an 85-day period, or (ii) in an amount greater than 20% of the taxpayer’s tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend dates within a 365-day period.
Distributions in excess of a Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the shareholder holds shares of the Fund as capital assets). Distributions in excess of a Fund’s minimum distribution
requirements, but not in excess of a Fund’s earnings and profits, will be taxable to shareholders and will not constitute nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be
treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive and should have a cost basis in the shares received equal to such amount.
A 3.8% U.S. federal Medicare contribution tax is imposed on net investment income, including, but not limited to, interest, dividends, and net gain from investments, of U.S. individuals with income exceeding $200,000 (or $250,000 if married and
filing jointly) and of estates and trusts.
Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the
price of shares purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable to them. If a Fund is the holder of record of any security on the record date for any dividends
payable with respect to such security, such dividends will be included in the Fund’s gross income not as of the date received but as of the later of (a) the date such security became ex-dividend with respect to such dividends
(i.e., the date on which a
buyer of the security would not be entitled to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired such security. Accordingly, in order to satisfy its income distribution requirements, a Fund may be required to pay dividends
based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case.
In certain situations, a Fund may, for a taxable year, defer all or a portion of its net
capital loss (or if there is no net capital loss, then any net long-term or short-term capital loss) realized after October and its late-year ordinary loss (defined as the sum of (i) the excess of post-October foreign currency and passive foreign investment company (“PFIC”) losses over post-October foreign currency and PFIC gains and (ii) the excess of post-December ordinary losses over post-December ordinary income)
until the next taxable year in computing its investment company taxable income and net capital gain, which will defer the recognition of such realized losses. Such deferrals and
other rules regarding gains and losses realized after October (or December) may affect the tax character of shareholder distributions.
Sales of Shares. Upon the sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss
equal to the difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by a Fund will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and short-term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be disallowed
to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or capital gains distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period beginning 30 days
before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by the shareholder
74
for six months or less will be treated for U.S.
federal income tax purposes as a long-term capital loss to the extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with
respect to such share. The Medicare contribution tax described above will apply to the sale of Fund shares.
If a shareholder incurs a sales charge in acquiring shares of a Fund, disposes of those
shares within 90 days and then, on or before January 31 of the following calendar year, acquires shares in a mutual fund for which the otherwise applicable sales charge is reduced by reason of a reinvestment right (e.g., an exchange privilege), the original sales charge will not be taken into account in computing gain/loss on the original
shares to the extent the subsequent sales charge is reduced. Instead, the disregarded portion of the original sales charge will be added to the tax basis of the newly acquired
shares. Furthermore, the same rule also applies to a disposition of the newly acquired shares made within 90 days of the second acquisition. This provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of
mutual funds.
Backup Withholding. In certain cases, a Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury such amounts withheld
from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer identification number; (ii) is subject to backup withholding by the IRS; (iii) has
failed to certify to a Fund that such shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident
alien). Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder's U.S. federal income tax liability.
Sections 351 and 362. The Trust, on behalf of each Fund, has the right to reject an order for a purchase of shares of the Fund if the purchaser
(or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the
Internal Revenue Code, that Fund would have a basis in the securities different from the market value of such securities on the date of deposit. If a Fund’s basis in such securities on the date of deposit was less than market value on such date, the Fund, upon disposition of the securities,
would recognize more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting
the order could result in material adverse tax consequences to a Fund or its shareholders. The Trust also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination.
Treatment of the FLEX Options. A Fund’s investments in offsetting positions with respect to the Underlying ETF may be “straddles” for U.S. federal income tax purposes.
The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by a Fund on positions that are part of a straddle may be deferred under
the straddle rules, rather than being taken into account in calculating taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that a Fund may make with respect to its straddle positions may also affect
the amount, character and timing of the recognition of gains or losses from the affected positions.
The tax consequences of straddle transactions to a Fund are not entirely clear in all
situations under currently available authority. The straddle rules may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when distributed to U.S. shareholders in a non-liquidating distribution. Because application of the straddle
rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, if a Fund makes a non-liquidating distribution of its short-term capital gain, the amount which
U.S. shareholders must treat as ordinary income may be increased or decreased substantially as compared to a Fund that did not engage in such transactions.
The FLEX Options included in the portfolio are exchange-traded options. Under Section 1256 of the Internal Revenue Code,
certain types of exchange-traded options are treated as if they were sold (i.e., “marked to market”) at the end of each year.
The Funds do not believe that the positions held by the Funds will be subject to Section 1256, which means that the positions will not be marked to market, but the positions will be subject to the straddle rules.
Taxation of Certain Derivatives. A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts, options and futures contracts
(including options and futures contracts on non-U.S. currencies), to the extent permitted, will be subject to special provisions of the Internal Revenue Code (including provisions
relating to “hedging
transactions” and “straddles”) that, among other consequences, may
affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and
defer Fund losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also
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(a) will require a Fund to mark-to-market certain
types of the positions in its portfolio (i.e., treat them as if they were closed out at the end of each year) and (b) may cause a Fund to recognize income without receiving cash
with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any zero coupon security, non-U.S. currency, forward contract, option, futures
contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.
A Fund’s investments in so-called “section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency forward contracts traded in the interbank market and options on
most security indexes, are subject to special tax rules. All section 1256 contracts held by a Fund at the end of its taxable year are required to be marked to their market value,
and any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a
Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a “hedging
transaction” nor part of a
“straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss
will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by a Fund.
As a result of entering into swap contracts, a Fund may make or receive periodic net
payments. A Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will
generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for more than one year). The cost of any payments made by a Fund on a swap transaction will be netted pro rata against both tax
exempt and taxable gross income. With respect to certain types of swaps, a Fund may be required to currently recognize income or loss with respect to future payments on such swaps
or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.
Qualified Dividend Income. Distributions by a Fund of investment company taxable income (including any short-term capital gains), whether received in cash or shares, will be taxable either as ordinary income or as qualified dividend income,
which is eligible to be taxed at long-term capital gain rates to the extent a Fund receives qualified dividend income on the securities it holds and a Fund reports the distribution as qualified dividend income. The Funds do not expect that a significant portion of their distributions will consist of qualified dividend income or be eligible for the dividends received deduction.
Qualified dividend income is, in general, dividend income from taxable U.S. corporations (but generally not from U.S. REITs) and certain non-U.S. corporations
(e.g., non-U.S. corporations that are not PFICs and which are incorporated in a possession
of the U.S. or in certain countries with a comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an established securities market in the U.S. (where the dividends are paid with respect to such stock)). Under current IRS
guidance, the U.S. has appropriate comprehensive income tax treaties with the following countries: Australia, Austria, Bangladesh, Barbados, Belgium, Bulgaria, Canada, Chile, China (but not with Hong Kong, which is treated as a separate
jurisdiction for U.S. tax purposes), Cyprus, the Czech Republic, Denmark, Egypt, Estonia, Finland, France, Germany, Greece, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Kazakhstan, Latvia, Lithuania, Luxembourg, Malta, Mexico,
Morocco, the Netherlands, New Zealand, Norway, Pakistan, the Philippines, Poland, Portugal, Romania, the Slovak Republic, Slovenia, South Africa, South Korea, Spain, Sri Lanka, Sweden, Switzerland, Thailand, Trinidad and Tobago, Tunisia, Turkey,
Ukraine, the U.K. and Venezuela. Substitute payments received by a Fund for securities lent out by a Fund will not be qualified dividend income.
A dividend from a Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held the shares on which the dividend was paid for 61 days during the 121-day period that begins on the date that is 60 days
before the date on which the shares become ex-dividend with respect to such dividend or a Fund fails to satisfy those holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder (or, in the case of certain preferred stocks, the holding requirement of 91 days during the 181-day period beginning on the date
that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) a Fund or the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to
substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by a Fund from a REIT or another RIC may be treated as
qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or other RIC. It is expected that
dividends received by a Fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income. However, for tax years beginning after
December
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31, 2017 and before January 1, 2026, a
non-corporate taxpayer who is a direct REIT shareholder may claim a 20% “qualified business income” deduction for ordinary REIT
dividends, and a RIC may report dividends as eligible for this deduction to the extent the RIC’s income is derived from ordinary REIT dividends (reduced by allocable RIC
expenses). A shareholder may treat the dividends as such provided the RIC and the shareholder satisfy applicable holding period requirements. Distributions by a Fund of its net short-term capital gains will be taxable as ordinary income.
Corporate Dividends Received Deduction. Dividends paid by a Fund that are attributable to dividends received by the Fund from the Underlying Funds and that are attributable to dividends paid by U.S. corporations may qualify for the U.S. federal
dividends received deduction for corporations. A 46-day minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding period during the 180 period beginning 90 days prior to
ex-dividend date for certain preference dividends) during which risk of loss may not be diminished is required for the applicable shares, at the Fund level, the Underlying Fund level and shareholder level, for a dividend to be eligible for the dividends
received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to the investment.
Excess Inclusion Income. Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could
realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the
Underlying Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders,
such excess inclusion income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not
be offset by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (iv) cause the Fund or Underlying Fund to be subject to tax if certain
“disqualified
organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder
annuity trust or a charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust.
A Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but a Fund may not always be
successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or because a REIT may change its investment program, a Fund may not be successful in avoiding the consequences described above. Avoidance of
investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive investment opportunities.
Reporting. If
a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the
shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,
but under current guidance, shareholders of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Other Taxes. Dividends, distributions and redemption proceeds may also be subject to additional state, local and
non-U.S. taxes depending on each shareholder’s particular situation.
Taxation of Non-U.S. Shareholders. Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate or a reduced rate
specified by an applicable income tax treaty to the extent derived from investment income and short-term capital gains. Dividends paid by a Fund from net tax-exempt income or
long-term capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits under a treaty. The withholding
tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the U.S. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S.
shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional
“branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN,
IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the appropriate rate.
77
Properly-reported dividends are generally exempt
from U.S. federal withholding tax where they (i) are paid in respect of the Fund’s “qualified net interest income” (generally, the
Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10%
shareholder or partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss
for such taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole
or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in
general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or
qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.
Special rules may apply to a foreign shareholder receiving a Fund distribution if at least 50% of the Fund's assets consist of
interests in U.S. real property interests, including certain REITs and U.S. real property holding corporations (as defined in the Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a
U.S. real property interest will be taxable as ordinary dividends and subject to withholding at a 30% or lower treaty rate if the foreign shareholder held no more than 5% of the Fund's shares at any time during the one-year period ending on the date of
the distribution. If the foreign shareholder held at least 5% of the Fund's shares, the distribution would be treated as income effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to withholding
tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.
Similar consequences would generally apply to a foreign shareholder's gain on the sale of Fund shares unless the Fund is domestically controlled (meaning that more than 50% of the value of the Fund's shares is held by U.S. shareholders) or the
foreign shareholder owns no more than 5% of the Fund's shares at any time during the five-year period ending on the date of sale. Finally, a domestically controlled Fund may be required to recognize a portion of its gain on the in-kind distribution of certain U.S. real property interests. Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the particular tax consequences to them of an investment in the Fund.
The rules laid out in the previous two paragraphs, other than the withholding rules, will apply notwithstanding a Fund's or an Underlying Fund's participation in a wash sale transaction or its payment of a substitute dividend.
Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the particular tax consequences to them of an investment in a Fund.
Separately, a 30% withholding tax is currently imposed on U.S.-source dividends, interest and other income items paid to: (i)
foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders; and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will
need to: (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence
procedures with respect to the identification of U.S. accounts; report to the IRS certain information with respect to U.S. accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to
account holders who fail to provide the required information; and determine certain other information concerning their account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local
revenue authorities with similar account holder information. Other foreign entities may need to report the name, address, and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial U.S. ownership
unless certain exceptions apply.
Shares of a Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.
estate tax.
The foregoing discussion is a summary of certain material U.S. federal income tax
considerations only and is not intended as a substitute for careful tax planning. Purchasers of shares should consult their own tax advisors as to the tax consequences of investing in such shares, including consequences under state, local and non-U.S. tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative
78
interpretations in effect on the date of this SAI.
Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.
Financial Statements
Financial statements for the Funds are not available because, as of the date of this SAI, the
Funds have no financial information to report.
Miscellaneous Information
Counsel.
Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY10019, is counsel to the Trust.
Independent Registered Public Accounting Firm. ________________________________, serves as the Trust's independent registered public accounting firm, audits the Funds' financial statements, and may perform other services.
Shareholder Communications to the Board. The Board has established a process for shareholders to communicate with the Board. Shareholders may contact the Board by
mail. Correspondence should be addressed to iShares Board of Trustees, c/o BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA94105.
Shareholder communications to the Board should include the following information: (i) the name and address of the shareholder; (ii) the number of shares owned by the shareholder; (iii) the Fund(s) of which the shareholder owns shares; and (iv) if these shares
are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial intermediary or other record owner. All correspondence received as set forth above shall be reviewed by the Secretary of the
Trust and reported to the Board.
Investors’ Rights. Each Fund relies on the services of BFA and its other service providers, including the Distributor, administrator, custodian
and transfer agent. Further information about the duties and roles of these service providers is set out in this SAI. Investors who acquire shares of a Fund are not parties to the
relevant agreement with these service providers and do not have express contractual rights against the Fund or its service providers, except certain institutional investors that
are Authorized Participants may have certain express contractual rights with respect to the Distributor under the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a Fund
or its service providers. In the event that an investor considers that it may have a claim against a Fund, or against any service provider in connection with its investment in a Fund, such investor should consult its own legal advisor.
By contract, Authorized Participants irrevocably submit to the non-exclusive jurisdiction of any New York State or U.S. federal court sitting in New York City over any suit, action or proceeding arising out of or relating to the Authorized Participant
Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the particular case and the law of the jurisdiction in which the proceeding is brought.
79
Appendix A - iShares ETFs Proxy Voting
Policies
Open-End Fund Proxy Voting
Policy
Procedures Governing Delegation
of Proxy Voting to Fund Advisers
Set forth below is the Open-End Fund Proxy Voting Policy.
Policy/Document Requirements and Statements
The Boards of Trustees/Directors (“Directors”) of open-end funds (the “Funds”) advised by BlackRock Fund Advisors or
BlackRock Advisors, LLC
(“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have
determined that it is in the best interests of the Funds and their shareholders to delegate the responsibility to vote proxies to BlackRock, subject to the principles outlined in
this Policy, as part of BlackRock’s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management
agreements.
BlackRock has adopted guidelines and procedures (together and as from time to time amended, the “BlackRock proxy voting guidelines”) governing proxy voting by accounts managed by BlackRock.
BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such
Fund (or may refrain from voting) in accordance with the BlackRock proxy voting guidelines.
BlackRock will report on an annual basis to the Directors on (1) a summary of the proxy voting process as applicable to the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock proxy voting
guidelines, and (2) any changes to the BlackRock proxy voting guidelines that have not previously been reported.
The purpose of this document is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency.
A-3
Introduction to
BlackRock
BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of
institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as well as individuals around the world.
Philosophy on investment stewardship
As part of our fiduciary duty to our clients, we consider it one of our responsibilities to
promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team.
In our experience, sound governance is critical to the success of a company, the protection
of investors’ interests, and long-term financial value creation. We take a constructive, long-term approach with companies and seek to understand how they are managing the drivers of risk and financial value creation in their business models. We have observed that well-managed
companies will effectively evaluate and address risks and opportunities relevant to their businesses, which supports durable, long-term financial value creation. As one of many minority shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation.
Shareholder rights
We believe that there are certain fundamental rights attached to shareholding. Shareholders
should have the right to:
•
Elect, remove, and
nominate directors, approve the appointment of the auditor, and amend the corporate charter or by-laws.
•
Vote on key board decisions that are material to the protection of their investment, including but not limited to, changes
to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure.
•
Access sufficient and timely information on material governance, strategic, and business
matters to make informed decisions.
In our view, shareholder voting rights should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.
Consistent with these shareholder rights, BlackRock monitors and provides feedback to
companies in our role as stewards of our clients’ assets. Investment stewardship is how we use our voice as an investor to promote sound corporate governance and business practices that support the ability of companies to deliver long-term financial performance for our clients. We do
this through engagement with companies, proxy voting on behalf of those clients who have given us authority, and
participating in market-level dialogue to improve corporate governance standards.
Engagement is an important mechanism for providing feedback on company
practices and disclosures, particularly where our observations indicate that they could be enhanced to support a company’s ability to deliver financial performance. Similarly, it provides us with an opportunity to hear directly from company boards and management on how they believe their
actions are aligned with the long-term economic interests of shareholders. Engagement with companies may also inform our proxy voting decisions.
As a fiduciary, we vote in the long-term economic interests of our clients. Generally, we
support the recommendations of the board of directors and management. However, there may be instances where we vote against the election of directors or other management proposals, or support shareholder proposals. For instance, we may vote against management recommendations
where we are concerned that the board may not be acting in the long-term economic interests of shareholders, or disclosures do not provide sufficient information to assess how
material, strategic risks and opportunities are being managed. Our regional proxy voting guidelines are informed by our market-specific approach and standards of corporate governance best practices.
Key Themes
While accepted standards and norms of corporate governance can differ between markets, in
our experience, there are certain globally-applicable fundamental elements of governance that contribute to a company’s ability to create long-term financial value for shareholders. These global themes are set out in this overarching set of principles (the “Principles”), which are anchored in transparency and accountability. At a minimum, it is our view that companies should observe the accepted
A-4
corporate governance standards in their domestic
market and we ask that, if they do not, they explain how their approach better supports durable, long-term financial value creation.
These Principles cover seven key subjects:
•
Boards and directors
•
Auditors and audit-related issues
•
Capital structure,
mergers, asset sales, and other special transactions
•
Executive compensation
•
Material sustainability-related risks and opportunities
•
Other corporate governance matters and shareholder protections
•
Shareholder
proposals
Our
regional and market-specific voting guidelines explain how these Principles inform our voting decisions in
relation to common ballot items for shareholder meetings in those markets. Alongside the Principles and regional voting guidelines, BIS publishes our engagement priorities which reflect the
five themes on which we most frequently engage companies, where they are relevant, as these can be a source of material business risk or opportunity. Collectively, these BIS policies set out the core elements of corporate governance that guide our investment stewardship efforts globally and within each market,
including when engaging with companies and voting at shareholder meetings. The BIS policies are applied on a case-by-case basis, taking into consideration the context within which a company is operating.
Boards and directors
We believe that an effective and well-functioning board that has appropriate
governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders’ economic interests. In our view, a strong board can be a competitive advantage to a company,
providing valuable oversight of and perspectives to management on the most important decisions in support of long-term financial performance. As part of their responsibilities, board members have a fiduciary duty to shareholders to oversee the
strategic direction, operations, and risk management of a company. For this reason, BIS sees engagement with and the election of directors as one of our most important responsibilities. Disclosure of material risks that may affect a company’s long-term strategy and financial value creation, including material sustainability-related factors when relevant, is essential for shareholders to appropriately understand and assess how effectively management is identifying, managing, and mitigating such
risks.
The board should establish and maintain a framework of robust and effective governance mechanisms to support its oversight
of the company’s strategy and operations consistent with the long-term economic interests of investors. There should be clear descriptions of the role of the board and the
committees of the board and how directors engage with and oversee management. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business risks and opportunities and the fulfillment of the company’s purpose and strategy.
Where a company has not adequately disclosed and demonstrated that its board has fulfilled these corporate governance and
risk oversight responsibilities, we will consider voting against the election of directors who, on our assessment, have particular responsibility for the issues. We assess director
performance on a case-by-case basis and in light of each company’s circumstances, taking into consideration their governance, business practices that support durable,
long-term financial value creation, and performance. Set out below are ways in which boards and directors can demonstrate a commitment to acting in the long-term economic interests of all shareholders.
Regular accountability through director elections
It is our view that directors should stand for election on a regular basis, ideally
annually. In our experience, annual director elections allow shareholders to reaffirm their support for board members and/or hold them accountable for their decisions in a timely manner. When board members are not elected annually, in our experience, it is good practice for boards to have a
rotation policy to ensure that, through a board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for election at each annual general meeting.
Effective board composition
Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect developments in the company’s strategy and the market environment. In our view, it is beneficial for new directors to be
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brought onto the board periodically to refresh the
group’s thinking, while supporting both continuity and appropriate succession planning. We consider the average overall tenure of the board, and seek a balance between the
knowledge and experience of longer-serving directors and the fresh perspectives of directors who joined more recently. We encourage companies to regularly review the effectiveness of their board (including its size), and assess directors nominated for election in the context of the composition of the board as a whole. In our view, the company’s assessment should consider a number of factors, including each director’s independence and time commitments, as well as the diversity and relevance of director experiences and skillsets, and how these factors may contribute to the financial performance of the company.
Similarly, there should be a sufficient number of independent directors, free from conflicts of interest or undue influence from connected parties, to ensure objectivity in the decision-making of the board and its ability to oversee management. Common
impediments to independence may include but are not limited to:
•
Current or recent employment at the company or a subsidiary
•
Being, or representing, a shareholder with a substantial shareholding in the
company
•
Interlocking
directorships
•
Having any other
interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best interests of the
company and shareholders.
In our experience, boards are most effective at overseeing and advising management when there is a senior, independent board
leader. This director may chair the board, or, where the chair is also the CEO (or is otherwise not independent), be designated as a lead independent director. The role of this
director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board, and encouraging independent director participation in board deliberations. The lead independent director or another appropriate
director should be available to meet with shareholders in those situations where an independent director is best placed to explain and contextualize a company’s approach.
There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors, or require additional focus. It is our view that objective oversight of such matters is best achieved when the board forms committees comprised entirely of independent directors. In many markets, these committees of the board specialize in
audit, director nominations, and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to investigate a significant adverse event.
When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates so that shareholders can assess the capabilities and suitability of each individual nominee and their fit within overall board
composition. These disclosures should give an understanding of how the collective experience and expertise of the board, as well as the particular skill-sets of individual directors, aligns with the company’s long-term strategy and business model. Highly qualified, engaged directors with professional characteristics relevant to a company’s business and strategy enhance the ability of the board to add value and be the voice of shareholders in board discussions.
It is in this context that we are interested in diversity in the board room. We see
it as a means to promoting diversity of thought and avoiding “group think” when the board advises and oversees
management. This position is based on our view that diversity of perspective and thought – in the board room, in the management team, and throughout the company –
leads to better long-term economic outcomes for companies. Academic research has revealed correlations between specific dimensions of diversity and effects on decision-making processes and outcomes.1 In our experience, greater diversity in the board room can contribute to more robust discussions and more innovative and
resilient decisions. Over time, greater diversity in the board room can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. That diversity can enable companies to develop businesses that better address the needs of the customers and
communities they serve.
We ask boards to disclose how diversity is considered in board composition, including
professional characteristics, such as a director’s industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity, and age.
We look to understand a board’s diversity in the context of a company’s
domicile, market capitalization, business model, and strategy. Increasingly, we see the most effective boards nominating directors from diverse backgrounds which helps ensure
boards can more effectively understand the company's customers, employees, and communities. We note that in many
markets, policymakers have set board gender diversity goals which we may discuss with companies, particularly if there is a
1
For a discussion on the different impacts of diversity see: McKinsey, “Diversity Wins: How Inclusion Matters,” May 2022;
Harvard Business Review, “Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better,” September 2016; “Do Diverse Directors Influence DEI Outcomes,” September 2022.
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risk their board composition may be misaligned.
Self-identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. We encourage boards to aspire to meaningful diversity of membership,
while recognizing that building a strong, diverse board can take time.
Sufficient capacity
As the role and expectations of a director are increasingly demanding, directors must be able to commit an appropriate
amount of time to board and committee matters. It is important that directors have the capacity to meet all of their responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of roles that would impair their ability to fulfill their duties.
Auditors and audit-related issues
BlackRock recognizes the critical importance of financial statements, which should provide
a true and fair picture of a company’s financial condition. Accordingly, the assumptions made by management and reviewed by the auditor in preparing the financial statements should be reasonable and justified.
The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under
market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate
investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions underlying financial statements, particularly those that pertain to the impact of the transition to a low-carbon economy on a
company’s business model and asset mix. We recognize that this is an area of evolving practice and note that international standards setters, such as the International Financial Reporting Standards (IFRS) Board and the International Auditing and
Assurance Standards Board (IAASB), continue to develop their guidance to
companies.2
In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial
information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these committees can provide oversight of Enterprise Risk Management systems.3 In our view, effective audit committee oversight strengthens the quality and reliability of a company’s financial
statements and provides an important level of reassurance to shareholders.
We hold members of the audit committee or equivalent responsible for overseeing the management of the audit function. Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit
oversight. We recognize that audit committees will rely on management, internal audit, and the independent auditor in fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and
oversee the audit process and related activities.
We take particular note of unexplained changes in reporting methodology, cases involving
significant financial restatements, or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.
The integrity of financial statements depends on the auditor being free of any impediments
to being an effective check on management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should
have in place a procedure for assessing annually the independence of the auditor and the quality of the external audit process.
Comprehensive disclosure provides investors with a sense of the company’s long-term
operational risk management practices and, more broadly, the quality of the board’s oversight. The audit or risk committee, should periodically review the company’s risk assessment and risk management policies and the significant risks and exposures identified by management,
the internal auditors or the independent auditors and management’s steps to address them. In the absence of detailed disclosures, we may reasonably conclude that companies are not adequately managing risk.
2
IFRS, “IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information”, June 2023, and IAASB, “IAASB Launches Public Consultation on Landmark Proposed Global Sustainability Assurance Standard”, August 2023.
3
Enterprise risk management is a process, effected by the entity’s board of directors,
management, and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be
within the risk appetite, to provide reasonable assurance regarding the achievement of objectives. (Committee of Sponsoring Organizations of the Treadway Commission (COSO), Enterprise Risk Management — Integrated Framework, September 2004, New York, NY, updated in 2017. Please see:
https://www.coso.org/SitePages/Home.aspx).
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Capital
structure, mergers, asset sales, and other special transactions
The capital structure of a company is critical to shareholders as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for
shareholders against the dilution of their interests.
Effective voting rights are basic rights of share ownership and a core principle of effective governance. Shareholders, as the
residual claimants, have the strongest interest in protecting the financial value of the company, and voting rights should match economic exposure, i.e. one share, one vote.
In principle, we disagree with the creation of a share class with equivalent economic
exposure and preferential, differentiated voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and
amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time, companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such
companies should review these share class structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the
company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs
to shareholders.
In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic interests of our clients as shareholders. Boards proposing a transaction should clearly explain the economic and strategic
rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term shareholder value. We find long-term investors like our clients typically benefit when proposed transactions have the
unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that the financial interests of executives and/or board members in a given transaction have not adversely affected their ability to
place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to support should come from the independent directors, a best practice in most markets, and ideally, the terms should have been
assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate vote of the non-conflicted parties.
As a matter of sound governance practice, shareholders should have a right to dispose of
company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those
of the shareholders. In our view, shareholders are broadly capable of making decisions in their own best interests. We encourage any so-called “shareholder rights
plans” proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter.
Executive compensation
In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation
structure that incentivizes and rewards executives appropriately. There should be a clear link between variable pay and operational and financial performance. Performance metrics should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on the use of sustainability-related criteria in compensation structures, but in
our view, where companies choose to include these components, they should be adequately disclosed, material to the company’s strategy, and as rigorous as other financial or operational targets. Long-term incentive plans should encompass timeframes that 1) are distinct from annual executive compensation structures and metrics, and 2) encourage the delivery of
strong financial results over a period of years. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their employment. Finally, pension
contributions and other deferred compensation arrangements should be reasonable, in light of market practices.
We are not supportive of one-off or special bonuses unrelated to company or individual
performance. Where discretion has been used by the compensation committee or its equivalent, we expect disclosure relating to how and why the discretion was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer
group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the
rationale for increases in total compensation at a company is solely based on peer benchmarking, rather than a rigorous measure of outperformance. We encourage companies to clearly explain how compensation outcomes have rewarded
performance.
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We encourage boards to consider building clawback
provisions into incentive plans such that companies could clawback compensation or require executives to forgo awards when compensation was based on faulty financial statements or
deceptive business practices. We also favor recoupment from or the foregoing of the grant of any awards by any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or
resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.
Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising
directors’ independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.
We
use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. BIS may signal concerns through not supporting
management’s proposals to approve compensation, where they are on the agenda. We may also vote against members of the compensation committee or equivalent board members for
poor compensation practices or structures.
Material sustainability-related risks and
opportunities
It is our view that well-managed companies will
effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. As with all risks and opportunities in a company's business
model, appropriate oversight of material sustainability considerations is a core component of having an effective governance framework, which supports durable, long-term financial value creation.
Robust disclosure is essential for investors to effectively evaluate companies’ strategy and business practices related to material sustainability-related risks and opportunities. Long-term investors like our clients can benefit when companies
demonstrate that they have a resilient business model through disclosures that cover governance, strategy, risk
management, and metrics and targets, including industry-specific metrics. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,4 provide companies with a useful guide to preparing this disclosure. The standards build on the Task Force on Climate-related
Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting Standards Board (SASB), which have converged under the ISSB. We
recognize that companies may phase in reporting aligned with the ISSB standards over several years. We also recognize that some companies may report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we
ask that companies highlight the metrics that are industry- or company-specific.
We note that climate and other sustainability-related disclosures often require
companies to collect and aggregate data from various internal and external sources. We recognize that the practical realities of data collection and reporting may not line up
with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect, analyze, and report this data to investors.
That said, to give investors time to assess the data, we encourage companies to produce
climate and other sustainability-related disclosures sufficiently in advance of their annual meeting, to the best of their abilities.
Companies may also choose to adopt or refer to guidance on sustainable and responsible
business conduct issued by supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development. Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best
practices and disclosures. We find it helpful to our understanding of investment risk when companies disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and
responsible business practices. We will express any concerns through our voting where a company’s actions or disclosures do not seem adequate in light of the materiality of
the business risks.
Climate and nature-related risk
While companies in various sectors and geographies may be affected differently by climate-related risks and opportunities,
the low-carbon transition is an investment factor that can be material for many companies and economies around the globe.
4
The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to
require an entity to disclose information about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making
decisions relating to providing resources to the entity. The objective of IFRS
S2 Climate-related Disclosures is to require an entity to disclose information about its climate-related risks
and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to providing resources to the entity.
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We seek to understand, from company disclosures
and engagement, the strategies companies have in place to manage material risks to, and opportunities for, their long-term business model associated with a range of climate-related
scenarios, including a scenario in which global warming is limited to well below 2°C, considering global ambitions to achieve a limit of 1.5°C. As one of many shareholders, and typically a minority one, BlackRock does not tell companies what to do. It is the role of the board and management to set and implement a company's long-term strategy to deliver long-term financial returns.
Our
research shows that the low-carbon transition is a structural shift in the global economy that will be shaped by changes in government policies, technology, and consumer
preferences, which may be material for many companies.5 Yet the path to a low-carbon economy is deeply uncertain and uneven, with different parts of the economy moving at different speeds. BIS
recognizes that it can be challenging for companies to predict the impact of climate-related risk and opportunity on their businesses and operating environments. Many companies are assessing how to navigate the low-carbon transition while
delivering long-term value to investors. In this context, we encourage companies to publicly disclose, consistent with their business model and sector, how they intend to deliver long-term financial performance through the transition to a low-carbon
economy. Where available, we appreciate companies publishing their transition plan.6
Consistent with the ISSB standards, we are better able to assess preparedness for the low-carbon transition when companies
disclose short-, medium- and long-term targets, ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG) reductions and to demonstrate how their targets are consistent with the long-term
financial interests of their investors.
While we recognize that regulators in some markets are moving to mandate certain disclosures, at this stage, we view scope 3
emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. We
welcome disclosures and commitments companies choose to make regarding scope 3 emissions and recognize these are provided on a good-faith basis as methodology develops. Our publicly available commentary provides more information on our approach to climate-related risks and opportunities.
In addition to climate-related risks and opportunities, the management of nature-related
factors is increasingly a component of some companies’ ability to generate durable, long-term financial returns for shareholders, particularly where a company’s strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature-related risks. We look for such companies to disclose how they manage any reliance and impact on, as well as use of, natural
capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related
risks and opportunities, as well as in our assessment of relevant shareholder proposals. Our publicly available commentary provides more information on our approach to natural capital.7
Key stakeholder interests
In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on
whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is material to their business and long-term financial performance. For many companies, key stakeholders include employees,
business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.
As a
long-term shareholder on behalf of our clients, we find it helpful when companies disclose how they have identified their key stakeholders and considered their interests in
business decision-making. In addition to understanding broader stakeholder relationships, BIS finds it helpful when companies consider the needs of their workforce today, and the
skills required for their future business strategy. We are also interested to understand the role of the board, which is well positioned to ensure that the approach taken is informed by and aligns with the company’s strategy and purpose.
5
BlackRock Investment Institute, “Tracking the low-carbon transition”, July 2023.
6
We have observed that more companies are developing such plans, and public policy makers in a
number of markets are signaling their intentions to require them. We view transition plans (TPs) as a method for a company to both internally assess and externally communicate
long-term strategy, ambition, objectives, and actions to create financial value through the global transition towards a low-carbon economy. While many initiatives across jurisdictions outline a framework for TPs, there is no consensus on the key elements these plans should contain. We view useful disclosure as that which communicates a company’s approach to managing financially material, business relevant risks and opportunities – including climate-related risks – to deliver long-term financial performance, thus enabling investors to make more informed decisions.
7
Given the growing awareness of the materiality of these issues for certain businesses, enhanced
reporting on a company's natural capital dependencies and impacts would aid investors’ understanding. In our view, the final recommendations of the Taskforce on Nature-related Financial Disclosures may prove useful to some companies. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of other private sector standards.
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Companies should articulate how they address
material adverse impacts that could arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to implement, to the
extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can
contribute to a company’s long-term success.
Other corporate governance matters and shareholder protections
In our view, shareholders have a right to material and timely information on the financial performance and viability of the companies in which they invest. In addition, companies should publish information on the governance structures in place and
the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help shareholders assess the effectiveness of the board’s
oversight of management and whether investors’ economic interests have been protected. We believe shareholders should have the right to vote on key corporate governance
matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and to call special meetings of shareholders.
Corporate form
In our view, it is the responsibility of the board to determine the corporate form that is most appropriate given the company’s purpose and business model.8 Companies proposing to change their corporate form to a public benefit corporation or similar entity should put it to a
shareholder vote if not already required to do so under applicable law. Supporting documentation from companies or shareholder proponents proposing to alter the corporate form
should clearly articulate how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting mechanisms that would be available to shareholders. As a fiduciary on behalf of clients, we generally support management proposals if our
analysis indicates that shareholders’ economic interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by-case basis.
Shareholder proposals
In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted
on by shareholders at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters that we see put forward by shareholders address a wide range of topics, including governance reforms,
capital management, and improvements in the management or disclosure of sustainability-related risks.
BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how BlackRock
can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals. We can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.
When assessing shareholder proposals, we evaluate each proposal on its merit, with a singular focus on its implications for long-term financial value creation by that company. We believe it is helpful for companies to disclose the names of the
proponent or organization that has submitted or advised on the proposal. We consider the business and economic relevance of the issue raised, as well as its materiality and the urgency with which our experience indicates it should be addressed. We
would not support proposals that we believe would result in over-reaching into the basic business decisions of the company. We take into consideration the legal effect of the proposal, as shareholder proposals may be advisory or legally binding
depending on the jurisdiction, while others may make requests that would be deemed illegal in a given jurisdiction.
Where a proposal is focused on a material business risk that we agree needs to be addressed and the intended outcome is
consistent with long-term financial value creation, we will look to the board and management to demonstrate that the company has met the intent of the request made in the shareholder proposal. Where our analysis and/or engagement indicate an
opportunity for improvement in the company’s approach to the issue, we may support shareholder proposals that are reasonable and not unduly prescriptive or constraining on
management.
We recognize that some shareholder proposals bundle topics
and/or specific requests and include supporting statements that explain the reasoning or objectives of the proponent. In voting on behalf of clients, we do not submit or edit
proposals or the supporting statements – we must vote yes or no on the proposal as phrased by the proponent. Therefore, when we vote in support of a proposal, we are not necessarily endorsing every element of the proposal or the reasoning, objectives, or
supporting statement of the proponent. We may support a proposal for different reasons from those put forth by the proponent, when we believe that, overall, it can advance our clients' long-term financial interests. We would normally explain
to the company our rationale for supporting such proposals.
8
Corporate form refers to the legal structure by which a business is organized.
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Alternatively, or in addition, we may vote against
the election of one or more directors if, in our assessment, the board has not responded sufficiently or with an appropriate sense of urgency. We may also support a proposal if
management is on track, but we believe that voting in favor might accelerate efforts to address a material risk.
BlackRock’s oversight of its investment stewardship
activities
Oversight
BlackRock maintains three regional advisory committees (Stewardship Advisory Committees)
for a) the Americas; b) Europe, the Middle East and Africa; and c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on
amendments to BIS regional proxy voting guidelines (the Guidelines) covering markets within each respective region. The advisory committees do not determine voting decisions, which are the responsibility of BIS.
In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global Oversight Committee) is a risk-focused committee, comprised of senior representatives from various BlackRock
investment teams, a senior legal representative, the Global Head of Investment Stewardship (Global Head), and other senior executives with relevant experience and team oversight. The Global Committee does not determine voting decisions, which are
the responsibility of BIS.
The Global Head has primary oversight of the
activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each company’s unique
circumstances. The Global Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.
In addition, the Global Committee receives and reviews periodic
reports regarding the votes cast by BIS, as well as updates on material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews
these reports in an oversight capacity as informed by the Guidelines.
BIS carries out engagement with companies, executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate
governance issues and participates in industry discussions to contribute to and keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant
investment teams and governance specialists for discussion and guidance prior to making a voting decision.
Vote execution
BlackRock votes on proxy issues when our clients authorize us to do so. When BlackRock has been authorized to vote on behalf
of our clients, we carefully consider proxies submitted to funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains
from voting) proxies for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with the long-term economic interests of our
clients, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see
“Conflicts management policies and procedures,” below).
When exercising voting rights, BIS will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market, as well as the Global Principles. The Guidelines are reviewed annually and are amended consistent with
changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by the applicable Stewardship Advisory Committees. BIS analysts may, in the exercise of their professional judgment, conclude
that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the long-term economic interests of BlackRock’s clients.
In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Fund's portfolio managers and/or BIS based on an assessment of the
particular transactions or other matters at issue.
In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote such proxies, as well as the desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of shareholder meetings; ii) restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in person; iv)
“share-blocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their
holdings for some specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory
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constraints; and vii) requirements to provide
local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or
overly burdensome administrative requirements.
As a consequence, BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may
determine that it is generally in the interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to opportunity costs associated with share-blocking constraints) associated with exercising a vote are
expected to outweigh the benefit the client would derive by voting on the proposal.
Active portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item on their investors. Portfolio managers may, from time to time, reach differing
views on how to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from BIS or from one another. However, because
BlackRock’s clients are mostly long-term investors with long-term economic goals, ballots are generally cast in a uniform manner.
Voting Choice
BlackRock offers a Voting Choice program, which provides eligible clients with more opportunities to participate in the proxy
voting process where legally and operationally viable. BlackRock Voting Choice aims to make proxy voting easier and more accessible for eligible clients.
Voting Choice is currently available for eligible clients invested in certain institutional
pooled funds in the U.S., UK, Ireland, and Canada that utilize equity index investment strategies, as well as eligible clients in certain institutional pooled funds in the U.S., UK, and Canada that use systematic active equity (SAE) strategies. Currently, this includes over 650 pooled investment
funds, including equity index funds and SAE investment funds. In addition, institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of their investment strategies.9
As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our
clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party policy, or have elected to vote shares in accordance with their own policy. Agreements with our clients to allow them greater control over
their voting, including which policies they have selected, will be treated confidentially consistent with our treatment of similar client agreements.
Conflicts management policies and procedures
BIS maintains policies and procedures that seek to prevent undue influence on
BlackRock’s proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:
•
BlackRock clients who may be issuers of securities or proponents of shareholder resolutions
•
BlackRock business partners or third parties who may be issuers of securities or proponents of
shareholder resolutions
•
BlackRock
employees who may sit on the boards of public companies held in Funds managed by BlackRock
•
Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock
•
Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by
BlackRock
•
BlackRock, Inc.
board members who serve as senior executives or directors of public companies held in Funds managed by BlackRock
BlackRock has taken certain steps to mitigate perceived or potential conflicts
including, but not limited to, the following:
•
Adopted the
Guidelines which are designed to advance our clients’ long-term economic interests in the companies in which BlackRock invests on their behalf
•
Established a
reporting structure that separates BIS from employees with sales, vendor management, or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with
corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes
engagements based on factors including, but not limited to, our need for additional information to make a voting
9
Read more about BlackRock Voting Choice on our website.
A-13
decision or our view on the
likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with
BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to
otherwise ensure that proxy-related client service levels are met
•
Determined to
engage, in certain instances, an independent third-party voting service provider to make proxy voting recommendations as a further safeguard to avoid potential conflicts of
interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third-party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to how to vote such
proxies. BlackRock uses an independent third-party voting service provider to make proxy voting recommendations for shares of BlackRock, Inc. and companies affiliated with
BlackRock, Inc. BlackRock may also use an independent third-party voting service provider to make proxy voting recommendations for:
•
public companies
that include BlackRock employees on their boards of directors
•
public companies of which a BlackRock, Inc. board member serves as a senior executive or a
member of the board of directors
•
public companies
that are the subject of certain transactions involving BlackRock Funds
•
public companies that are joint venture partners with BlackRock, and
•
public companies
when legal or regulatory requirements compel BlackRock to use an independent third-party voting service provider
In selecting an independent third-party voting service provider, we assess
several characteristics, including but not limited to: independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the
assigned recommendations in a timely manner. We may engage more than one independent third-party voting service
provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Global Committee appoints and reviews the performance of the independent third-party voting service providers, generally on an
annual basis.
Securities lending
When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated
practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund providers to keep fund expenses lower.
With regard to the relationship between securities lending and proxy voting, BlackRock cannot vote shares on loan and may
determine to recall them for voting, as guided by our fiduciary responsibility to act in our clients’ financial interests. While this has occurred in a limited number of cases, the decision to recall securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to clients of voting those securities (based on the information available at the time of recall consideration).10 BIS works with colleagues in the Securities Lending and Risk and Quantitative Analysis teams to evaluate the costs and
benefits to clients of recalling shares on loan.
In almost all instances, BlackRock anticipates that the potential long-term financial value to the Fund of voting shares would be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in
our independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would therefore recall shares to be voted in those instances.
Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may
modify it as necessary.
Voting guidelines
10
Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for
example, the record date of a shareholder meeting typically falls before the proxy statements are released. Accordingly, it is not practicable to evaluate a proxy statement,
determine that a vote has a material impact on a fund and recall any shares on loan in advance of the record date for the annual meeting. As a result, managers must weigh
independent business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote).
A-14
The voting guidelines published for each
region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting context in each
market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, the Guidelines do not indicate how
BIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots. As previously discussed, the Guidelines
should be read in conjunction with the Principles and engagement priorities. Collectively, these “BIS policies” set out the core elements of corporate governance that guide our investment stewardship efforts globally and within each market, including
when engaging with companies and voting at shareholder meetings. The BIS policies are applied on a case-by-case basis, taking into consideration the context within which a company is operating.
Reporting and vote transparency
We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our engagement
and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report that provides a global overview of our
investment stewardship engagement and voting activities and a voting spotlight that summarizes our voting over a proxy year.11 Additionally, we make public our regional proxy voting guidelines for the benefit of clients and the companies in which we invest on their behalf. We also publish
commentaries to share our perspective on market developments and emerging key themes.
At a more granular level, on a quarterly basis, we publish our vote record for each company that held a shareholder meeting during the period, showing how BIS voted on each proposal and providing our rationale for any votes against management
proposals or on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. We also
publish a quarterly list of all companies with which we engaged and the key topics addressed in the engagement meeting.
In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business
practices that support durable, long-term financial value creation.
Item 29. Persons Controlled By or Under Common Control with Registrant:
None.
Item 30. Indemnification:
The Trust (also referred to in this section as the “Fund”) is organized as a Delaware statutory trust and is operated pursuant to an Amended and
Restated Agreement and Declaration of Trust (the “Declaration of Trust”) that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the
Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).
Section 10.2 of the Declaration of Trust:
The
Declaration of Trust provides that every person who is, or has been, a trustee or officer of the Trust (a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid in connection with any claim, action, suit, proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer and against amounts paid as incurred in the
settlement thereof. However, no indemnification shall be provided to a Covered Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (a) to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or (b) not to have
acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there
has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office: (a) by the court or other body approving the
settlement; (b) by at least a majority of those trustees who neither are “interested persons” (as defined in the 1940 Act) of the Trust nor are parties to the matter based upon a review of readily-available facts (as opposed to a full
trial-type inquiry); or (c) by written opinion of independent legal counsel based upon a review of readily-available facts (as opposed to a full trial-type inquiry); provided, however, that any shareholder, by appropriate legal proceedings, may
challenge any such determination by the trustees or by independent counsel.
Article IX of the Registrant’s Amended and Restated By-Laws:
The Amended and Restated By-Laws provides that the Trust may
purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation,
partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the trustees
would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its
Shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
- 10 -
1933 Act:
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to
the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
For each Fund that has State Street as its administrator, custodian and transfer agent:
Section 17 of the Master Services Agreement between Registrant and State Street:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective
officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including
interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in
connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection,
information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of
systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or
misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State
Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement
following such notification; (iii) any Fund’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any
Fund’s use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of
any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise
not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service
Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions
or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or
members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of
any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to
which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late
fees or other remedies to the extent arising from or in connection with State Street’s failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter
of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a
shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as
otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and their respective officers,
directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim:
(a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible
personal property caused by the tortious or criminal conduct of the other Party.
- 11 -
For each Fund that has Citibank, N.A. as its administrator, custodian and transfer agent:
Section 21 of the Master Services Agreement between Registrant and Citibank, N.A.:
The Master Services Agreement provides that, subject to Article 21 and Article 22 of the Master Services Agreement, Citibank, N.A. will indemnify, defend and
hold harmless BFA and the Funds and their respective Affiliates, and their Affiliates’ respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses,
liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation
or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the
following: (a) material breach by Citibank, N.A. (in its capacity as Citibank, N.A., Foreign Custody Manager or any other capacity under this Agreement), any Citibank, N.A. Personnel or any Subcontractor of any of its obligations hereunder
(including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard of Care; (b) other than as provided in
Section 3.7(b) any action or omission to act by (i) a Sub-Custodian that is an Affiliate of Citibank, N.A. or
(ii) a Sub-Custodian that is not an Affiliate of Citibank, N.A. and was selected, retained, monitored or used by Citibank, N.A. with the failure to exercise the required Standard of Care;
(c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided
by or on behalf of Citibank, N.A. (including by any of its Affiliates or Subcontractors), including any Citibank, N.A. Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other
developments created by any Citibank, N.A. Personnel or based upon the performance of the Services (collectively, the “Citibank, N.A. Infringement Items”), except to the extent that such infringement or misappropriation relates to or
results from: (i) changes made by any Fund or by a third party at the direction of a Fund to the Citibank, N.A. Infringement Items; (ii) changes to the Citibank, N.A. Infringement Items recommended by Citibank, N.A. and not made due to a
request from any Fund, provided that Citibank, N.A. has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification;
(iii) any Fund’s combination of the Citibank, N.A. Infringement Items with products or services not provided or approved in writing by Citibank, N.A., except to the extent such combination arises out of any Fund’s use of the Citibank,
N.A. Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event
that Citibank, N.A., at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Fund of any
of the Citibank, N.A. Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement; (d) any employment-related claim or action by,
on behalf of, or related to, any prospective, then-current or former Citibank, N.A. Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other
similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Citibank, N.A.; (iii) any claim relating to any violation by Citibank, N.A., its Affiliates, or their respective
officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected
characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then current or former employee of Citibank, N.A.; (e) the failure by Citibank, N.A. to obtain, maintain, or comply
with any governmental approvals as required under this Agreement or Citibank, N.A. Laws; (f) such other failures as otherwise agreed by the Parties from time to time; (g) claims by any Governmental Authority against a Fund or a shareholder
for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Citibank, N.A.’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by
Governmental Authorities (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (h) claims by clients of Citibank, N.A. relating to services,
products or systems provided by Citibank, N.A. or a Subcontractor to such client(s) in a shared or leveraged environment; (i) any claim relating to the handling and processing of any and all immigration and employment related issues and
requirements arising in connection with the Citibank, N.A. Personnel (whether located in the United States or elsewhere); (j) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Citibank, N.A. or
Citibank, N.A. Personnel with respect to the performance of the Services; (k) any claim initiated by an Affiliate or potential or actual Subcontractor of Citibank, N.A. asserting rights in connection herewith; or (l) other claims as
otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and its respective officers,
directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim:
(a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible
personal property caused by the tortious or criminal conduct of the other Party.
- 12 -
For each Fund that has JPMorgan Chase Bank, N.A. as its administrator, custodian and transfer agent:
Section 21 of the Master Services Agreement between Registrant and JPMorgan Chase Bank, N.A:
The Master Services Agreement provides that, subject to Article 21 and Article 22 of the Master Services Agreement, JPMorgan Chase Bank, N.A. will indemnify,
defend and hold harmless BFA and the Funds and their respective Affiliates, and their Affiliates’ respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies,
losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of
litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any
of the following: (a) material breach by JPMorgan Chase Bank, N.A. (in its capacity as JPMorgan Chase Bank, N.A., Foreign Custody Manager or any other capacity under this Agreement), any JPMorgan Chase Bank, N.A. Personnel or any Subcontractor
of any of its obligations hereunder (including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard of Care; (b) other than as
provided in Section 3.7(b) any action or omission to act by (i) a Sub-Custodian that is an Affiliate of JPMorgan Chase Bank, N.A. or (ii) a Sub-Custodian
that is not an Affiliate of JPMorgan Chase Bank, N.A. and was selected, retained, monitored or used by JPMorgan Chase Bank, N.A. with the failure to exercise the required Standard of Care; (c) any third party claim of infringement or
misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of JPMorgan Chase Bank, N.A.
(including by any of its Affiliates or Subcontractors), including any JPMorgan Chase Bank, N.A. Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any
JPMorgan Chase Bank, N.A. Personnel or based upon the performance of the Services (collectively, the “JPMorgan Chase Bank, N.A. Infringement Items”), except to the extent that such infringement or misappropriation relates to or results
from: (i) changes made by any Fund or by a third party at the direction of a Fund to the JPMorgan Chase Bank, N.A. Infringement Items; (ii) changes to the JPMorgan Chase Bank, N.A. Infringement Items recommended by JPMorgan Chase Bank,
N.A. and not made due to a request from any Fund, provided that JPMorgan Chase Bank, N.A. has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so
implement following such notification; (iii) any Fund’s combination of the JPMorgan Chase Bank, N.A. Infringement Items with products or services not provided or approved in writing by JPMorgan Chase Bank, N.A., except to the extent
such combination arises out of any Fund’s use of the JPMorgan Chase Bank, N.A. Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe
and that are provided by or at the direction of any Fund (except in the event that JPMorgan Chase Bank, N.A., at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such
designs or specifications are implemented); or (v) use or distribution by a Fund of any of the JPMorgan Chase Bank, N.A. Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise
not permitted under the Master Services Agreement; (d) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former JPMorgan Chase Bank, N.A. Personnel, arising from or in connection herewith,
including: (i) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of JPMorgan
Chase Bank, N.A.; (iii) any claim relating to any violation by JPMorgan Chase Bank, N.A., its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of
protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such
prospective, then current or former employee of JPMorgan Chase Bank, N.A.; (e) the failure by JPMorgan Chase Bank, N.A. to obtain, maintain, or comply with any governmental approvals as required under this Agreement or JPMorgan Chase Bank, N.A.
Laws; (f) such other failures as otherwise agreed by the Parties from time to time; (g) claims by any Governmental Authority against a Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising
from or in connection with JPMorgan Chase Bank, N.A.’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Fund is not permitted
as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (h) claims by clients of JPMorgan Chase Bank, N.A. relating to services, products or systems provided by JPMorgan Chase Bank, N.A. or a
Subcontractor to such client(s) in a shared or leveraged environment; (i) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the JPMorgan Chase
Bank, N.A. Personnel (whether located in the United States or elsewhere); (j) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by JPMorgan Chase Bank, N.A. or JPMorgan Chase Bank, N.A. Personnel
with respect to the performance of the Services; (k) any claim initiated by an Affiliate or potential or actual Subcontractor of JPMorgan Chase Bank, N.A. asserting rights in connection herewith; or (l) other claims as otherwise agreed by
the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and its respective officers, directors, employees,
agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily
injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by
the tortious or criminal conduct of the other Party.
- 13 -
For each Fund that has The Bank of New York Mellon as its administrator, custodian and transfer agent:
Section 21 of the Master Services Agreement between Registrant and The Bank of New York Mellon:
The Master Services Agreement provides that, subject to Article 21 and Article 22 of the Master Services Agreement, The Bank of New York Mellon, N.A. will
indemnify, defend and hold harmless BFA and the Funds and their respective Affiliates, and their Affiliates’ respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties,
deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and
expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising
out of any of the following: (a) material breach by The Bank of New York Mellon, N.A. (in its capacity as The Bank of New York Mellon, N.A., Foreign Custody Manager or any other capacity under this Agreement), any The Bank of New York Mellon,
N.A. Personnel or any Subcontractor of any of its obligations hereunder (including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard
of Care; (b) other than as provided in Section 3.7(b) any action or omission to act by (i) a Sub-Custodian that is an Affiliate of The Bank of New York Mellon, N.A. or (ii) a Sub-Custodian that is not an Affiliate of The Bank of New York Mellon, N.A. and was selected, retained, monitored or used by The Bank of New York Mellon, N.A. with the failure to exercise the required Standard of
Care; (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables
provided by or on behalf of The Bank of New York Mellon, N.A. (including by any of its Affiliates or Subcontractors), including any The Bank of New York Mellon, N.A. Technology (including any derivatives thereof), Work Product, Independent Work
(including any derivatives thereof) or other developments created by any The Bank of New York Mellon, N.A. Personnel or based upon the performance of the Services (collectively, the “The Bank of New York Mellon, N.A. Infringement Items”),
except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Fund or by a third party at the direction of a Fund to The Bank of New York Mellon, N.A. Infringement Items; (ii) changes
to The Bank of New York Mellon, N.A. Infringement Items recommended by The Bank of New York Mellon, N.A. and not made due to a request from any Fund, provided that The Bank of New York Mellon, N.A. has notified such Fund that failure to implement
such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Fund’s combination of The Bank of New York Mellon, N.A. Infringement Items with
products or services not provided or approved in writing by The Bank of New York Mellon, N.A., except to the extent such combination arises out of any Fund’s use of The Bank of New York Mellon, N.A. Infringement Items in a manner consistent
with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event that The Bank of New York Mellon, N.A., at the
time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Fund of any of The Bank of New York
Mellon, N.A. Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement; (d) any employment-related claim or action by, on behalf
of, or related to, any prospective, then-current or former The Bank of New York Mellon, N.A. Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or
other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of The Bank of New York Mellon, N.A.; (iii) any claim relating to any violation by The Bank of New York Mellon, N.A.,
its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or
harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then current or former employee of The Bank of New York Mellon, N.A.; (e) the
failure by The Bank of New York Mellon, N.A. to obtain, maintain, or comply with any governmental approvals as required under this Agreement or The Bank of New York Mellon, N.A. Laws; (f) such other failures as otherwise agreed by the Parties
from time to time; (g) claims by any Governmental Authority against a Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with The Bank of New York Mellon, N.A.’s
failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for
financial penalties arising from criminal actions); (h) claims by clients of The Bank of New York Mellon, N.A. relating to services, products or systems provided by The Bank of New York Mellon, N.A. or a Subcontractor to such client(s) in a shared
or leveraged environment; (i) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with The Bank of New York Mellon, N.A. Personnel (whether located in
the United
- 14 -
States or elsewhere); (j) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by The Bank of New York Mellon, N.A. or The Bank of New York
Mellon, N.A. Personnel with respect to the performance of the Services; (k) any claim initiated by an Affiliate or potential or actual Subcontractor of The Bank of New York Mellon, N.A. asserting rights in connection herewith; or (l) other
claims as otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and its respective
officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party
claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or
tangible personal property caused by the tortious or criminal conduct of the other Party.
Section 8.02 of the Distribution Agreement between
Registrant and BRIL:
The Distribution Agreement provides that the Trust agrees to indemnify, defend and hold harmless, BRIL, each of its directors,
officers, principals, representatives, employees and each person, if any, who controls BRIL within the meaning of Section 15 of the 1933 Act (collectively, the “BRIL Indemnified Parties”) on an
as-incurred basis from and against any and all losses, claims, damages or liabilities whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted) (collectively, “Losses”) to which the BRIL Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation,
warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or
omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRIL’s own willful misfeasance, willful misconduct or
gross negligence or BRIL’s reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRIL’s material breach of this Agreement.
The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person,
if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of
or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the
Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the
extent that any loss arises out of or is based upon (A) the Trust’s own willful misfeasance, willful misconduct or gross negligence or the Trust’s reckless disregard of its obligations under the Distribution Agreement or (B) the
Trust’s material breach of the Distribution Agreement.
The Authorized Participant Agreement:
The Authorized Participant Agreement provides that the Authorized Participant (the “Participant”) agrees to indemnify and hold harmless the Fund and
its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party”) from and against any
loss, liability, cost and expense (including attorneys’ fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant;
(ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of
self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement
reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1 of the
Fifth Amended and Restated Securities Lending Agency Agreement:
The Fifth Amended and Restated Securities Lending Agency Agreement provides that the
Trust on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may
be asserted against BTC by reason of or as a
- 15 -
result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, except those costs, expenses, damages,
liabilities or claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions,
any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed
by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.
The Fifth Amended and Restated Securities Lending Agency Agreement also provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board
of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement
by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that
BTC’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
The Participation Agreement:
The Form of Participation
Agreement generally provides that each Investing Fund agrees to hold harmless and indemnify the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or
liabilities incurred by or claims or actions (“Claims”) asserted against the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from
(i) a violation or alleged violation by such Investing Fund of any provision of this Agreement or (ii) a violation or alleged violation by such Investing Fund of the terms and conditions of the iShares Order, such indemnification to
include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.
The iShares Funds agree to hold
harmless and indemnify an Investing Fund, including any of its directors or trustees, officers, employees and agents, against and from any Claims asserted against the Investing Fund, including any of its directors or trustees, officers, employees
and agents, to the extent such Claims result from (i) a violation or alleged violation by the iShares Fund of any provision of this Agreement or (ii) a violation or alleged violation by the iShares Fund of the terms and conditions of the
iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no iShares Fund shall be liable for indemnifying any Investing Fund for any
Claims resulting from violations that occur as a result of incomplete or inaccurate information provided by the Investing Fund to such iShares Fund pursuant to terms and conditions of the iShares Order or this Agreement.
Sublicense Agreements between the Registrant and BFA:
The Sublicense Agreements generally provide that the Trust shall indemnify and hold harmless BFA, its officers, employees, agents, successors, and assigns
against all judgments, damages, costs or losses of any kind (including reasonable attorneys’ and experts’ fees) resulting from any claim, action or proceeding (collectively “claims”) that arises out of or relates to (a) the
creation, marketing, advertising, selling, and operation of the Trust or interests therein, (b) any breach by BFA of its covenants, representations, and warranties under the “License Agreement” caused by the actions or inactions of
the Trust, or (c) any violation of applicable laws (including, but not limited to, banking, commodities, and securities laws) arising out of the offer, sale, operation, or trading of the Trust or interests therein, except to the extent such
claims result from the negligence, gross negligence or willful misconduct of BFA or an affiliate of BFA. The provisions of this section shall survive termination of this Sublicense Agreement.
Item 31. Business and Other Connections of the Investment Adviser:
The Trust is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA94105. BFA’s business is that of
a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the
knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial
nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.
- 16 -
Director or Officer
Capacity with BFA
Principal Business(es) During Last Two Fiscal Years
DICKSON III, R. ANDREW
SECRETARY AND DIRECTOR
Managing Director and Corporate Secretary of BlackRock, Inc.
GOLDSTEIN, ROBERT LAWRENCE
CHIEF OPERATING OFFICER AND DIRECTOR
Senior Managing Director and Chief Operating Officer of BlackRock, Inc.
MATSUMOTO, PHILIPPE
TREASURER
Managing Director, Global Treasurer and Head of Corporate Insurance of BlackRock, Inc.
PARK, CHARLES CHOON SIK
CHIEF COMPLIANCE OFFICER
Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRock’s registered investment companies
SMALL, MARTIN S.
CHIEF FINANCIAL OFFICER AND DIRECTOR
Senior Managing Director and Chief Financial Officer of BlackRock, Inc.
BIL acts as sub-adviser for a number of affiliated registered investment companies
advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the
Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
Director or Officer
Capacity with BIL
Principal Business(es) During Last Two Fiscal Years
CHARRINGTON, NICHOLAS JAMES
DIRECTOR
Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management
(UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the “Joint Boards”)
CLAUSEN, CHRISTIAN
DIRECTOR
Senior Advisor of BlackRock, Inc.
DE FREITAS, ELEANOR JUDITH
DIRECTOR
Managing Director of BlackRock, Inc.
FISHWICK, JAMES EDWARD
DIRECTOR
Managing Director of BlackRock, Inc.
ARCHIBALD, ARTHUR, BENJAMIN
GENERAL COUNSEL
Managing Director of BlackRock, Inc.
LORD, RACHEL
CHIEF EXECUTIVE OFFICER AND DIRECTOR
Senior Managing Director of BlackRock, Inc.
GIBSON, NICHOLAS, JOHN
CHIEF COMPLIANCE OFFICER
Managing Director of BlackRock, Inc.
MULLIN, STACEY JANE
CHIEF OPERATING OFFICER AND DIRECTOR
Managing Director of BlackRock, Inc.
MCDONALD, COLIN, ALISTAIR
CHIEF FINANCIAL OFFICER
Managing Director of BlackRock, Inc., Director of BlackRock Inc.
YOUNG, MARGARET ANNE
DIRECTOR
Non-Executive Director of the Joint Boards
- 17 -
Item 32. Principal Underwriters:
(a)
Furnish the name of each investment company (other than the Registrant) for which each principal underwriter
currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.
BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:
BlackRock Advantage Global Fund, Inc.
BlackRock Liquidity Funds
BlackRock Advantage SMID Cap Fund, Inc.
BlackRock Mid-Cap Value Series, Inc.
BlackRock Allocation Target Shares
BlackRock Multi-State Municipal Series Trust
BlackRock Bond Fund, Inc.
BlackRock Municipal Bond Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock Municipal Series Trust
BlackRock Capital Appreciation Fund, Inc.
BlackRock Natural Resources Trust
BlackRock Emerging Markets Fund, Inc.
BlackRock Series Fund, Inc.
BlackRock Equity Dividend Fund
BlackRock Series Fund II, Inc.
BlackRock ETF Trust
BlackRock Series, Inc.
BlackRock ETF Trust II
BlackRock Strategic Global Bond Fund, Inc.
BlackRock EuroFund
BlackRock Sustainable Balanced Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Unconstrained Equity Fund
BlackRock FundsSM
BlackRock Variable Series Funds, Inc.
BlackRock Funds II
BlackRock Variable Series Funds II, Inc.
BlackRock Funds III
iShares, Inc.
BlackRock Funds IV
iShares U.S. ETF Trust
BlackRock Funds V
Managed Account Series
BlackRock Funds VI
Managed Account Series II
BlackRock Funds VII, Inc.
Master Bond LLC
BlackRock Global Allocation Fund, Inc.
Master Investment Portfolio
BlackRock Index Funds, Inc.
Master Investment Portfolio II
BlackRock Large Cap Focus Growth Fund, Inc.
Quantitative Master Series LLC
BlackRock Large Cap Focus Value Fund, Inc.
BlackRock Large Cap Series Funds, Inc.
BRIL also acts as the distributor or placement agent for the following
closed-end registered investment companies:
BlackRock Alpha Strategies Fund
BlackRock Core Bond Trust
BlackRock Corporate High Yield Fund, Inc.
BlackRock Credit Strategies Fund
BlackRock Debt Strategies Fund, Inc.
BlackRock Enhanced Equity Dividend Trust
BlackRock Floating Rate Income Trust
BlackRock Health Sciences Trust
BlackRock Income Trust, Inc.
BlackRock Investment Quality Municipal Trust, Inc.
BlackRock Limited Duration Income Trust
BlackRock Multi-Sector Income Trust
BlackRock MuniAssets Fund, Inc.
BlackRock Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock Private Investments Fund
BlackRock Science and Technology Trust
BlackRock Taxable Municipal Bond Trust
BlackRock Utilities, Infrastructure & Power Opportunities Trust
- 18 -
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRock’s open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial
Industry Regulatory Authority comments on marketing materials.
(b)
Set forth below is information concerning each director and officer of BRIL. The principal business address for
each such person is 50 Hudson Yards, New York, NY10001.
Name
Position(s) and Office(s) with BRIL
Position(s) and Office(s) with Registrant
Christopher Meade
Chief Legal Officer, General Counsel and Senior Managing Director
None
Lauren Bradley
Chief Financial Officer and Vice President
None
Gregory Rosta
Chief Compliance Officer and Director
None
Jon Maro
Chief Executive Officer and Director
None
Cynthia Rzomp
Chief Operating Officer
None
Andrew Dickson
Secretary and Managing Director
None
Terri Slane
Assistant Secretary and Director
None
Anne Ackerley
Member, Board of Managers, and Managing Director
None
Michael Bishopp
Managing Director
None
Samara Cohen
Managing Director
None
Jonathan Diorio
Managing Director
None
Lisa Hill
Managing Director
None
Brendan Kyne
Managing Director
None
Martin Small
Member, Board of Managers, and Managing Director
None
Jonathan Steel
Managing Director
None
Ariana Brown
Director
None
Chris Nugent
Director
None
Lourdes Sanchez
Vice President
None
Lisa Belle
Anti-Money Laundering Officer
Anti-Money Laundering Compliance Officer
Gerald Pucci
Member, Board of Managers
None
Philip Vasan
Member, Board of Managers
None
(c)
Not applicable.
Item 33. Location of Accounts and Records:
(a)
The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the
rules thereunder (collectively, the “Records”) at the offices of BlackRock, 60 State Street, Boston, MA02109.
(b)
BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard
Street, San Francisco, CA94105.
(c)
BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square
Drive, Princeton, NJ08540.
(d)
State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, NorthQuincy, MA02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Congress Street, Suite 1, Boston, MA02114-2016. Citibank, N.A. maintains all Records relating to its services as fund accountant and
custodian at 388 Greenwich Street, New York, NY10013. JPMorgan Chase Bank, N.A. maintains all Records relating to its services as fund accountant and custodian at 383 Madison Avenue, 11th Floor,
New York, NY10179. The Bank of New York Mellon maintains all Records relating to its services as fund accountant and custodian at 240 Greenwich Street, New York, NY10286.
- 19 -
(e)
BlackRock International Limited maintains all Records relating to its functions as current or former sub-adviser at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom.
Item 34. Management Services:
Not applicable.
Item 35. Undertakings:
Not applicable.
- 20 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Post-Effective Amendment No. 2,722 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 15th day of March, 2024.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,722 to
the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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